Effective as of February 2026
Unless explicitly stated otherwise in these Terms and Conditions, the following terms shall have the following definitions:
2.1. The Terms and Conditions shall apply to all Proposals made by the Contractor to the Client and to all Engagements between the Client and the Contractor, unless both Parties have expressly and in writing declared the Terms and Conditions to be, in full or in part, non-applicable, or applicable only to the extent that they do not conflict with other written arrangements between the Client and the Contractor.
2.2. The applicability of any other set of general terms and conditions, including but not limited to the general terms and conditions of the Client, is expressly rejected by the Contractor.
2.3. The Contractor shall reserve the right to amend or supplement the Terms and Conditions at any time and with immediate effect. The Contractor shall endeavour to inform the Client of any material amendments or supplements made to the Terms and Conditions after the conclusion of the Engagement.
3.1. All Proposals are made free of obligation and are non-binding, unless explicitly stated otherwise by the Contractor in writing. The Contractor reserves the right to rescind their Proposal at any time, and may amend their Proposal at any time before acceptance by the Client upon becoming aware of any circumstances that would justify amendment.
3.2. Every Proposal is based on performance of the Engagement by the Contractor under normal conditions and during normal working hours.
3.3. Unless explicitly agreed otherwise, Proposals provided by the Contractor to the Client shall not automatically apply to future similar Engagements with the same Client.
4.1. An Engagement between the Client and the Contractor shall be deemed to come into effect upon the earlier of (a) the written confirmation by the Contractor of the acceptance of the Proposal by the Client, or (b) the commencement of the execution of the Engagement by the Contractor upon acceptance of the Proposal by the Client.
4.2. If, at the request of the Client, the Contractor commences execution before an Engagement is concluded, the Contractor shall be entitled to compensation for the activities performed in accordance with the applicable rates of the Contractor, unless Parties have explicitly agreed otherwise in writing.
4.3. Insofar as the acceptance by the Client of the Proposal should deviate from, or supplement, the Proposal of the Contractor, such deviating and/or supplementary provisions shall only be binding on the Contractor to the extent that the Contractor has explicitly accepted these provisions in writing.
1. All Engagements shall be performed by the Contractor to the best of the knowledge and ability of the Contractor, and in accordance with the applicable professional standards. The Contractor shall be bound by a best-efforts obligation in relation to the Engagement.
5.2. The Contractor shall determine the manner in which the Engagement shall be executed and by whom. In situations in which it is the express intention of the Parties that the Engagement shall be performed by a specific natural person, the applicability of Sections 404 and 407(2) of Book 7 of the Dutch Civil Code is explicitly excluded.
5.3. In the interest of ensuring a proper and timely execution of the Engagement, the Client shall provide the Contractor with all information, materials, and documents that the Contractor may reasonably require for a proper and timely execution of the Engagement. This includes, but is not limited to, brand assets, analytics access, strategy documents, stakeholder availability, and any other materials specified in the Proposal or requested by the Contractor. The Client shall do so in a timely manner, and, should the Contractor have asked the Client to provide certain information and/or materials before a given date, shall adhere to the deadline set by the Contractor.
5.4. The Client and Contractor agree that the execution of the Engagement shall be dependent to a significant extent on the information and materials provided to the Contractor by the Client. The Contractor may trust that the information and materials provided by the Client are correct and complete.
5.5. Delays caused by the Client’s failure to provide required information, materials, feedback, or stakeholder access in a timely manner shall not constitute a breach by the Contractor and may result in timeline adjustments at the Contractor’s discretion. The Contractor shall not be liable for any consequences arising from such delays.
6.1. Amendments to the Engagement shall only be effective insofar as they have been agreed to by both Parties in writing.
6.2. If amendments to the Engagement should result in a price increase or price decrease, the Contractor shall duly inform the Client of this.
7.1. The Contractor is authorised to engage third parties for the execution of the Engagement with written permission from the Client.
9.1. The Client and the Contractor agree that they shall not disclose Confidential Information to any employees and/or third parties, other than third parties who have a legitimate need to know in connection with this Engagement. Parties shall ensure that these employees and/or third parties are bound by confidentiality obligations in regard to the Confidential Information no less stringent than those set forth herein.
9.2. The Client and the Contractor shall make no use of the Confidential Information, other than for the purpose of the execution of the Engagement.
9.3. The confidentiality and non-use obligations set forth herein shall continue after the end of the Engagement.
9.4. Notwithstanding the confidentiality obligations set forth in this clause, Parties agree and acknowledge that, in the interest of being able to engage new clients and promoting their business, the Contractor shall be able to list the Client as their client without being in violation of their confidentiality obligations. Further, the Contractor shall be able to make use of, and publish, case studies based on their Engagement(s) with the Client, containing, inter alia, a brief description of the challenge(s) faced by the Client, the approach, and the outcomes and recommendations of the Contractor, without being in violation of their confidentiality and non-use obligations set forth in the Terms and Conditions.
9.5. Insofar as any Party has, during the Engagement, furnished any tangible material to the other Party, the other Party shall promptly return or destroy, at the option of the furnishing Party, this material upon the end of the Engagement.
10.1. All the documentation provided or made by the Contractor, including but not limited to any texts, reports, advice, strategic frameworks, brand guidelines, research findings, designs, presentations, websites, and any other deliverables, are only intended to be used by the Client and may not be made public or forwarded to third parties by the Client without first obtaining the written permission of the Contractor, unless otherwise follows from the nature of the supplied documentation. All rights to or derived from this documentation, including all existing and future intellectual property rights related to the documentation, are the sole and exclusive property of the Contractor unless otherwise has been agreed in writing by both Parties or unless otherwise should follow from the nature of the documentation or the Engagement. This includes, but is not limited to, the rights and authority the Contractor holds pursuant to the Copyright Act.
10.2. Upon receipt of full and final payment for the Engagement, all intellectual property rights in the agreed-upon deliverables shall transfer to the Client, unless otherwise has been agreed in writing by both Parties. Until full payment has been received, all intellectual property rights remain with the Contractor.
10.3. The Contractor retains the right to use the methodologies, frameworks, processes, and general knowledge developed or refined during the Engagement for future engagements, provided that no Confidential Information of the Client is disclosed.
11.1. All prices are expressed in Euros (€) and are excluding VAT and any office, telephone, travel, transport, and postage costs, unless otherwise has been explicitly agreed in writing.
11.2. If any pricing factors, including but not limited to rates, should be subject to change between the commencement of the execution of the Engagement and the completion of the Engagement, the Contractor shall inform the Client in advance. The new estimate shall be considered binding fourteen (14) days after the Contractor has informed the Client, unless the Client has communicated in writing their explicit disapproval of the new estimate before the expiry of this term.
11.3. Unless Parties have explicitly agreed otherwise, the first fifty percent (50%) of the price specified in the Proposal shall be due by the Client prior to the commencement of the Engagement. The remainder shall be invoiced upon completion of the Engagement. Alternative payment structures may be agreed in writing on a per-Engagement basis.
11.4. The Contractor is authorised to invoice the amount due by the Client in several separate instalments, or to invoice the total amount due in one instalment, as they see fit.
11.5. Unless explicitly agreed otherwise, payment by the Client shall be due, without any deduction, discount, or debt settlement, within fifteen (15) days from the invoice date. All payments must be made into a bank account specified by the Contractor.
11.6. Complaints about, or objections to, the amount invoiced by the Client shall not suspend the Client’s obligation to pay the invoice as specified in clause 11.5 of the Terms and Conditions and shall not alter the amount due.
11.7. Any failure whatsoever to fully meet any payment term will place the Client in default (Dutch: verzuim) by operation of law, without notice of default being required. In the event the Client shall fail to meet their payment obligations, in part or in full, the Contractor shall immediately be owed, and the Client shall immediately forfeit, a penalty fee equal to one percent (1%) of the outstanding amount, as well as, from that date, interest over the outstanding amount at a rate equal to the statutory rate of interest applying in the Netherlands at that time. At the end of each year, the amount that is subject to interest will be increased by the interest owed for the past year.
11.8. All costs incurred by the Contractor as a result of the Client’s failure to meet their payment obligations, in full or in part, shall be for account of the Client. This shall expressly include all extra-judicial costs as well as judicial costs, such as attorneys’ fees. The Parties agree that the provisions of the Dutch Extrajudicial Collection Costs Regulation Decree (Dutch: Besluit vergoeding voor buitengerechtelijke incassokosten) shall not apply.
11.9. If the Contractor has reason to believe that the financial position and/or payment performance would justify such action, the Contractor shall have the right to demand that the Client make an advance payment and/or provide security or additional security to the Contractor. The Contractor may make such a demand at any time prior to or after the commencement of the execution of the Engagement.
11.10. In the event of a jointly commissioned Engagement, each Client shall be jointly and severally liable for payment of the full fee charged insofar as the services were provided for the clients jointly.
12.1. Unless otherwise specified in the Proposal, each deliverable within an Engagement includes two (2) rounds of revisions.
12.2. Revisions must be submitted in writing and consolidated into a single round of feedback per revision cycle. The Contractor is not obligated to implement contradictory feedback within a single revision round.
12.3. Additional revisions beyond the included rounds, or work that falls outside the agreed scope of the Engagement, shall be billed at the Contractor’s applicable hourly rate as specified in the Proposal or as otherwise agreed in writing.
12.4. The Contractor shall inform the Client in advance when requested work falls outside the agreed scope and requires additional investment.
13.1. Where specified in the Proposal, the Contractor shall provide a defined period of post-delivery support (e.g., email support for questions, troubleshooting, and minor refinements). The scope and duration of post-delivery support shall be as set out in the Proposal.
13.2. Post-delivery support is limited to guidance on the use and implementation of deliverables provided under the Engagement. New work, additional strategy, or significant amendments fall outside the scope of post-delivery support and shall be subject to a separate Engagement or billed at the Contractor’s applicable hourly rate.
13.3. Post-delivery support commences upon final delivery of all deliverables under the Engagement.
14.1. The Contractor shall at all times endeavour to execute the Engagement to the best of their ability and shall exercise the due care that may be expected from the Contractor.
14.2. Except in case of wilful misconduct or gross negligence (Dutch: opzet of bewuste roekeloosheid), any liability of the Contractor arising out of or in connection with the Engagement is expressly excluded. This shall include any consequential, indirect, or punitive damages and/or loss of profit.
14.3. The liability of the Contractor arising out of or in connection with the Engagement shall in no event exceed the total amount paid by the Client to the Contractor under the terms of the Engagement.
14.4. The Client shall indemnify the Contractor for any claims by any third parties arising out of or in connection to the Engagement.
14.5. Insofar as the Engagement is carried out with the assistance of any third parties on the side of the Contractor, the limitations of liability set forth herein shall apply to these third parties too.
14.6. The Contractor is not liable for any results achieved or not achieved as a result of the implementation of the strategy, recommendations, or deliverables provided under the Engagement. Strategic advice is provided on a best-efforts basis and outcomes are dependent on numerous factors beyond the Contractor’s control, including but not limited to market conditions, the Client’s execution, and third-party actions.
15.1. The Client shall notify the Contractor in writing of any complaint regarding the performance of the services rendered under the Engagement and must do so within fourteen (14) days after the performance of the specific service giving rise to the complaint, unless otherwise has been explicitly agreed by both Parties in writing. Upon the expiration of this term, any rights of the Client in regard to this complaint shall lapse.
15.2. The Contractor shall respond to the complaint in a timely and adequate manner, and in any event within fourteen (14) days of receipt of the complaint. Should the complaint be legitimate as well as made in a timely manner, both Parties shall endeavour to remedy this complaint in a mutually satisfactory manner, with the Client having the option of having the service redone free of charge, receiving a proportionate discount on the price of the services, or terminating the Engagement with due observance of clause 16.1 and 16.2 of the Terms and Conditions.
16.1. Either Party shall have the right to terminate this Engagement prior to its completion, by giving notice to the other Party per email and with due observance of a reasonable notice period, which shall be at least one (1) month.
16.2. In the event the Engagement is terminated by the Client, the Contractor shall be entitled to compensation for services already provided. Payments made are non-refundable to the extent they cover work already completed. The Contractor shall also be entitled to any costs that the Contractor will reasonably have to incur as a result of the early termination of the Engagement (including costs relating to the involvement of third parties in the execution of the Engagement), unless the termination is due to circumstances that can reasonably be attributed to the Contractor.
16.3. In the event the Engagement is terminated by the Contractor, the Contractor shall provide all assistance that may reasonably be expected from the Contractor to facilitate a transition of the Engagement to a third party appointed by the Client, unless the termination is due to circumstances that can reasonably be attributed to the Client.
16.4. Either Party shall be able to terminate the Engagement prior to its completion, either in part or in full, in writing and without observance of a reasonable notice period if the other Party has been granted a provisional or final suspension of payment, or has been declared insolvent or bankrupt, or if its business is or shall be wound up or discontinued.
17.1. The Contractor shall be able to terminate or dissolve this Engagement without observance of a due notice period, or temporarily suspend the execution of the Engagement, in the event the Client fails to comply with any of their obligations under the Engagement or the Terms and Conditions, including but not limited to their payment obligations as set forth herein or the obligation to provide the Contractor with the information reasonably required for the execution of the Engagement.
17.2. Any damages sustained as a result of the termination and/or suspension of the execution of the Engagement, in whole or in part, by the Contractor shall be solely borne by the Client.
18.1. The Contractor shall not be obligated to fulfil any obligation arising out of the Engagement, if fulfilment is temporarily or permanently impossible due to events beyond the control of the Contractor. Such events shall include, without limitation: illness, strikes, lock-out, fires, limiting governmental measures in any capacity whatsoever, road blocks, riots, epidemics, pandemics, devaluation, flooding and storms, technological failures, and long-term and unforeseeable unavailability of the Contractor or third parties essential to the fulfilment of the obligations, long-term being understood to mean a period of seven (7) days or longer.
18.2. The Contractor is not liable towards the Client or any third parties for direct and/or indirect damage suffered as a result of the events beyond the control of the Contractor.
19.1. During the execution of the Engagement and within one (1) year of termination of the Engagement, neither Party shall employ persons who are or were involved in executing the Engagement on behalf of the other Party or conduct negotiations with such persons about employment, other than in consultation with, and with the approval of, the other Party.
19.2. If, despite the aforementioned recruitment ban, a Party decides to employ one or more persons who were involved in executing the Engagement on behalf of the other Party, the first Party undertakes to pay to the other Party at least the recruitment costs that the latter incurs in recruiting one or more replacement workers.
20.1. The rights and powers of the Contractor under the Engagement shall in no way be affected or limited by their failure to directly enforce any of these rights or powers. Notice to waive any right or power laid down in or ensuing from any provision or condition of the Engagement must be explicitly confirmed in writing.
21.1. In the event that any article of the Terms and Conditions should appear invalid, illegal, not binding, or unenforceable (either in whole or in part), the remainder of the Terms and Conditions shall continue to be effective to the extent that, in view of the substance and purpose of the Terms and Conditions, such remainder is not inextricably related to and therefore inseverable from the invalid, illegal, not binding, or unenforceable provision.
21.2. The Parties shall make every effort to reach an agreement on a new respective article which differs as little as possible from the invalid, illegal, not binding, or unenforceable article, taking into account the substance and purpose of the Terms and Conditions.
22.1. Neither Party shall be able to transfer the Engagement, nor any of the rights and obligations set forth therein, without the written consent of the other Party. Such consent shall not be withheld on unreasonable grounds.
23.1. All Proposals and Engagements between the Client and the Contractor shall be governed by the laws of the Netherlands. The Vienna Sales Convention expressly does not apply.
23.2. The competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction over any disputes between the Parties arising out of or in connection to any Proposals and Engagements.
Strategese
Lerato Tsotetsi
hello@strategese.com
Amsterdam / NL · Johannesburg / ZA
KVK: 90992296
www.strategese.com