TERMS AND CONDITIONS & PRIVACY POLICY

Last Updated: February 4, 2025

1. Introduction and Acceptance

1.1 Parties

These Terms and Conditions & Privacy Policy (collectively, the “Agreement”) form a legally binding contract between Direct Strategisch Advies, Analyses en Consultancy Diensten—operating under the brand name “Direct” (hereinafter “Company,” “we,” “us,” or “our”), registered with the KvK under number 91553083 in the Netherlands—and any individual, family, group, partner entity, or organisation (“Client,” “you,” or “your”) that accesses or uses our advisory, consultancy, and analytic services (the “Services”).

1.2 Acceptance of Terms

By engaging our Services, requesting information, or submitting any documentation to us, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree with any part of these terms, you must not use our Services.

2. Legal Framework and Jurisdiction

2.1 Governing Law

This Agreement is governed exclusively by the laws of the Netherlands. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts in Amsterdam, the Netherlands.

2.2 Legal Capacity

By entering into this Agreement, you warrant that you have the legal capacity to form binding contracts under applicable law. If you represent an organisation, you confirm that you are duly authorised to bind that organisation to these terms.

3. Service Terms and Execution

3.1 Service Engagement

Engagement of our Services commences upon our written confirmation (e.g., via email, signed document) after the following conditions are satisfied:

• Submission of all required documentation (if applicable)

• Completion of our internal verification processes

• Receipt of any applicable initial payment (if required)

• Mutual signing of a specific service agreement (if required)

3.2 Service Delivery Timeline

All delivery dates are estimates. We reserve the right to adjust timelines due to:

• Complexity of the case

• External dependencies (e.g., governmental agencies)

• Regulatory requirements

• Resource availability

• Client responsiveness

• Third-party involvement

3.3 Service Modifications

We may, at our discretion, do the following to maintain effective service provision:

• Modify the scope if new circumstances arise

• Adjust delivery methods

• Assign or reassign personnel, consultants, or partner firms

• Update service terms without prior notice

• Terminate services if continued delivery becomes impractical under prevailing conditions

4. Financial Terms

4.1 Fee Structure and Payment Terms

4.1.1 Fixed Project Fees

A fixed project fee is determined by:

• Project scope and deliverables

• Timeline and resource allocation

• Complexity of regulatory requirements

• Number of stakeholders involved

• Required expertise levels

Such fees are documented in a project proposal and may only be adjusted through a written change request signed by both parties.

4.1.2 Hourly Rate Services

Hourly rate services are calculated as follows:

• Rates depend on consultant expertise and service type

• Time is tracked and rounded to the nearest 30-minute increment

• Monthly time reports accompany invoices (if required)

• Minimum billing periods may apply to certain services

• Travel time may be billed at specified rates

• After-hours or weekend work may incur premium rates

4.1.3 Success Fee Arrangements

Where applicable, success fees follow these criteria:

• Written definition of success outcomes and verification methods

• Clear payment triggers and calculation models

• Timelines for outcome evaluation

• Dispute resolution mechanism for conflicting result interpretations

• Provisions for partial achievement of objectives

4.1.4 Retainer Arrangements

Retainer-based services are subject to:

• A minimum commitment period determined by initial evaluation

• Monthly or quarterly fees paid in advance (if agreed)

• Specific service hours or deliverables included

• Additional services charged at agreed rates

• Termination conditions or notice requirements in retainer agreement

4.1.5 Third-Party Costs

Incurred costs from third parties are managed under these rules:

• Advance notice of expected costs

• Client approval for costs above thresholds

• Direct billing to the client where possible

• Administrative fees for handling third-party invoices may apply

• Payment schedules aligned with provider requirements

• Verification of cost reasonableness

4.1.6 Administrative Charges

We may apply administrative charges for:

• Document processing and filing

• Official translations or language services

• Courier and postal services

• Printing and reproduction

• Database access fees

• Urgent or expedited processing

All such charges will be itemised on invoices.

4.2 Payment and Tax Terms

4.2.1 Invoice and Payment Regulations

All invoices are issued in accordance with Dutch tax law (Wet op de omzetbelasting 1968) and will include:

• Statutory BTW (VAT) rate (21% unless otherwise stated by law)

• Clearly itemised list of Services

• Payment terms following the Dutch Civil Code (Burgerlijk Wetboek)

• Company details (KvK registration, BTW number if applicable)

• Unique invoice number and date

• The relevant service period or scope

4.2.2 Payment Deadlines and Late Payment

As per Dutch law (Wet incassokosten):

• Standard payment term is 30 days from invoice date

• Late payments accrue statutory commercial interest (wettelijke handelsrente) under Article 6:119a BW

• The interest rate is determined by the ECB reference rate plus the Dutch statutory premium

• Interest applies automatically without a separate notice of default (ingebrekestelling)

4.2.3 Collection Costs (Incassokosten)

In case of late payment:

• Extrajudicial collection costs are charged under the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten)

• These costs use a statutory sliding scale

• A minimum collection fee applies per current legislation

• Judicial costs (if litigation ensues) will be charged to the defaulting party

4.2.4 Tax Obligations

• All fees exclude BTW unless explicitly stated otherwise

• International services may be subject to reverse-charge mechanisms

• The Client is responsible for withholding taxes or other local tax obligations, if required

• Tax exemptions must be documented and verified

• Changes in tax legislation may affect final amounts

4.3 Price Adjustments

We reserve the right to adjust prices based on:

• Market fluctuations

• Changes in project scope

• Regulatory developments

• Operational cost increases

• Annual inflation indexation

5. Client Warranties and Obligations

5.1 Information Accuracy

You warrant that all information provided is:

• Complete and accurate to the best of your knowledge

• Obtained lawfully and not in breach of any third-party rights

• Supplied with the necessary authorisations or consents

• Updated promptly if circumstances change

5.2 Cooperation Requirements

You agree to:

• Respond to our inquiries within requested timelines

• Provide access to required documentation or resources

• Attend scheduled briefings or meetings (where applicable)

• Review and approve deliverables in a timely manner

• Maintain necessary permits or authorisations

• Pay fees as outlined in this Agreement or separate engagement letter

5.3 Compliance Obligations

You commit to:

• Adhering to all relevant local and international laws

• Maintaining or obtaining necessary licenses

• Respecting intellectual property rights

• Following confidentiality and data privacy obligations

6. Liability and Indemnification

6.1 Liability Exclusions and Limitations

6.1.1 General Liability Exclusion

In line with the Dutch Civil Code (Burgerlijk Wetboek) and Article 6:237 BW, “Direct” and its partners:

• Expressly exclude liability to the maximum extent permitted by law

• Limit liability solely to direct damage (directe schade), as commonly interpreted in Dutch jurisprudence

• Exclude liability for indirect damage (indirecte schade), consequential damage (gevolgschade), or loss of profit (gederfde winst)

• Are not liable in events of force majeure (overmacht) under Article 6:75 BW

6.1.2 Professional Services Disclaimer

For all advisory, consultancy, and analytic services provided:

• We operate under a “best-efforts” obligation (inspanningsverplichting), not a guarantee of results (resultaatverplichting)

• Outcomes depend on the Client’s decisions and external factors beyond our control

• We accept no liability for any third-party advice or actions

• External market conditions and regulatory changes may alter or negate the results of our advice

6.1.3 Partner and Third-Party Liability

• Each partner or external specialist maintains their own professional liability insurance

• “Direct” acts primarily as an advisor and intermediary (bemiddelaar) for certain partnerships

• We disclaim any form of joint liability (hoofdelijke aansprakelijkheid) with third-party partners

• Clients must address direct claims against the respective partner if disputes arise

• “Direct” is held harmless for partner services, and disclaiming liability is a condition of service

6.1.4 Monetary Limitations

• If liability is established, our maximum liability is limited to the fees paid for the specific Service in question

• Insurance payout limits may apply

• Claims must be filed within the statutory limitation periods

• We accept no liability for business interruption, lost business opportunities, or intangible damages

6.1.5 Client Indemnification

The Client agrees to indemnify and hold “Direct” harmless against:

• Third-party claims arising from information the Client provides

• Inaccuracies leading to regulatory or legal penalties

• Costs of defending legal claims linked to the Client’s data or actions

• Losses resulting from Client’s strategic decisions or delayed actions

6.2 Professional Advisory Limitations

All advice is based on information provided by the Client. We cannot guarantee outcomes in rapidly changing environments or markets influenced by third parties, legislation, or external events.

6.3 Indemnification

You agree to indemnify us for:

• Third-party claims related to data or information supplied by you

• Penalties or fines from regulatory bodies caused by your non-compliance

• Legal defence costs in matters connected to your account or usage of our Services

7. Confidentiality and Data Protection

7.1 Information Classification

Confidential information includes, but is not limited to:

• Business strategies

• Financial records

• Personal data

• Technical specifications

• Proprietary methodologies

• Client and partner details

7.2 Protection Measures

We implement industry-standard measures to protect confidentiality, such as:

• Physical security (restricted office access)

• Digital security (encrypted data storage)

• Authorization controls (role-based access)

• Employee training on data handling

• Regular security audits and incident response procedures

7.3 Data Processing Terms

• We adhere to the EU General Data Protection Regulation (GDPR) for all personal data processing

• Data is only collected for specified purposes and is not used beyond scope

• We engage only approved processors who maintain adequate data protection standards

• International data transfers occur only under legally recognized frameworks

• We maintain data processing records in compliance with GDPR

8. Intellectual Property Rights

8.1 Ownership

We retain ownership of any:

• Proprietary methodologies

• Templates, tools, or software

• Know-how and trade secrets

• General deliverables provided

• Copyrighted materials not specifically transferred to the Client

8.2 Usage Rights

Subject to full payment of fees, the Client receives a limited, non-transferable, and non-exclusive license to use the deliverables for the intended purpose only. All usage beyond the agreed scope requires prior written consent from “Direct.”

9. Termination and Consequences

9.1 Termination Rights

Either party may terminate this Agreement or individual service agreements upon:

• Material breach by the other party

• Force majeure making performance impractical

• Regulatory or legal obligations requiring termination

• Mutual written agreement

• Insolvency or cessation of business by the other party

9.2 Post-Termination Obligations

Once terminated:

• Any unpaid invoices remain due

• Confidentiality obligations remain in effect

• Materials and intellectual property must be returned or destroyed upon request

• All licenses or usage rights granted to the Client under this Agreement cease

• Transition assistance may be negotiated if requested by the Client

10. Force Majeure

10.1 Qualifying Events

Force majeure includes, but is not limited to:

• Natural disasters (floods, earthquakes)

• Government acts or legal changes

• Wars, acts of terrorism, or civil unrest

• Pandemics or widespread health crises

• Infrastructure failures (power, communications)

• Labor disputes

• Systemic market disruptions

10.2 Response Protocol

During a force majeure event:

• The affected party must notify the other party promptly

• Services may be suspended or adapted

• Obligations are proportionally paused

• Alternative solutions should be explored where feasible

• Regular updates must be provided until the situation is resolved

11. Amendments and Notifications

11.1 Terms Modification

We reserve the right to amend or modify these terms to:

• Comply with new regulations or legal requirements

• Adjust our operational framework

• Address emerging risks or market changes

• Improve overall service quality

Updates take effect immediately upon posting on our official website or upon written notification. Your continued use of our Services after such modifications constitutes acceptance of the updated Agreement.

11.2 Communication Methods

Official communications and notifications may be sent via:

• Registered mail or courier

• Verified email addresses

• Secure online client portal (if applicable)

• Official company telephone or in-person delivery

PRIVACY POLICY

In addition to the data processing sections above (Section 7), this Privacy Policy clarifies how we handle personal information.

1. Types of Personal Data Collected

We may collect the following categories of personal data:

• Contact details: Name, email, phone, and postal address

• Identification data: Date of birth, copies of relevant identification if legally required

• Financial details: Bank account, payment information, or credit history (where relevant)

• Technical data: IP address, browser type, and usage patterns (if you interact with our website)

• Other data: Any additional information you voluntarily provide

2. Purpose of Data Collection

We collect personal data for:

• Service Provision: To perform our advisory, consultancy, and analytic services

• Legal Compliance: To meet tax, AML (Anti-Money Laundering), or other regulatory obligations

• Client Communication: To respond to inquiries, requests, or updates

• Internal Operations: For billing, audits, record-keeping, and service improvements

3. Legal Basis for Processing

We rely on several legal bases under the GDPR, including:

• Contractual Necessity: Processing data needed to fulfill our contractual obligations

• Legal Obligations: Complying with Dutch and EU laws

• Legitimate Interests: To improve services, maintain security, and protect against fraud

• Consent: Where you have expressly given consent (e.g., for certain marketing or additional contact)

4. Data Retention

• We retain personal data for as long as necessary to fulfill the purposes for which it was collected or as required by law.

• Once data is no longer required, it is securely deleted or anonymised.

5. Data Sharing

We may share data with:

• Trusted partners or subcontractors involved in delivering our Services

• Financial or legal advisors for compliance or transaction-related activities

• Regulatory bodies or law enforcement agencies when required by law

• Third partiesto which you have given explicit permission

6. Security Measures

We implement robust security strategies to protect your personal data, including encryption, access controls, and regular monitoring for potential vulnerabilities.

7. Your Rights Under the GDPR

As an EU data subject, you have the right to:

• Access your personal data

• Rectify inaccurate data

• Erase data if it’s no longer needed or if processing is unlawful

• Restrictor object to certain data processing

• Data portability for personal data processed by automated means

• Withdraw consent for any processing based on consent

• Lodge a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens)

8. Cookies (If Applicable)

• Our website may use cookies to enhance user experience, track analytics, or store session data.

• By continuing to browse, you consent to our cookie usage unless you adjust your browser settings.

• Any specific cookie usage or third-party analytics tools will be disclosed in a separate Cookie Policy or within this privacy section.

9. International Transfers

If personal data is transferred outside the EU/EEA, we ensure appropriate safeguards such as EU Standard Contractual Clauses or other recognised mechanisms.

Contact Information

For any questions about these Terms and Conditions, this Privacy Policy, or to exercise your rights under GDPR, please contact us at:

Direct Strategisch Advies, Analyses en Consultancy Diensten. 

Chamber of Commerce 

KVK: 91553083 

BTW: NL004899694B94

General Inquiries: 

Info@DirectSTAC.com

By engaging our Services, you acknowledge and agree to the entirety of this Agreement. This Agreement supersedes any prior understandings, proposals, or communications—oral or written—related to the subject matter herein. If any provision is deemed unenforceable, the remaining provisions stay in effect. No waiver of any term shall be deemed a waiver of any other term.