Terms and Conditions Consulting Services
Last Updated: 12/02/2026.
1. Definitions
In these General Terms and Conditions:
RiskRhino: RiskRhino B.V., a private limited liability company incorporated under Dutch law.
Client: The legal entity or natural person engaging RiskRhino.
Agreement: The engagement letter, proposal or statement of work accepted by the Client, together with these General Terms and Conditions.
Services: All advisory, consultancy, implementation, support, software-related, training, or other services performed by RiskRhino.
Deliverables: Reports, advice, documentation, tools, software configurations, models, templates, presentations or other outputs provided as part of the Services.
Engagement Team: Employees, directors, contractors or subcontractors engaged by RiskRhino to perform the Services.
2. Applicability
These General Terms and Conditions apply to all offers, proposals, engagements and Agreements between RiskRhino and the Client.
The applicability of the Client’s general purchasing conditions or other terms is expressly rejected unless explicitly agreed in writing.
Deviations from these Terms are only valid if agreed in writing.
3. Formation of the Agreement
An Agreement is concluded upon written or electronic acceptance of a proposal or engagement letter, or when RiskRhino commences the Services.
The Agreement is entered into for the term specified in the engagement documentation, or otherwise for the duration necessary to complete the Services.
4. Performance of the Services
RiskRhino will perform the Services with due care and in accordance with professional standards applicable to advisory and implementation services.
RiskRhino determines the manner in which the Services are performed and may replace team members with individuals of comparable expertise.
Timeframes are indicative unless explicitly agreed as binding deadlines.
If Services are performed in phases, RiskRhino may suspend subsequent phases until prior phases are approved and invoices paid.
Additional work outside the agreed scope will be charged at the applicable rates.
Advice, recommendations, forecasts or assessments are professional opinions and do not constitute guarantees of outcomes, regulatory approval, certification or future performance.
5. Client Obligations
The Client shall:
Provide complete, accurate and timely information necessary for the performance of the Services.
Ensure that RiskRhino has access to relevant personnel, systems and documentation.
Inform RiskRhino without delay of any circumstances that may affect the Services.
Remain responsible for management decisions and implementation of advice.
RiskRhino is not liable for damages resulting from inaccurate, incomplete or late information provided by the Client.
6. Fees and Payment
Fees are based on time spent, fixed fees, subscriptions or project pricing as agreed.
Expenses and third-party costs will be invoiced separately unless included in the agreed fee.
Invoices are payable within fourteen (14) days of invoice date, unless agreed otherwise.
In case of late payment, statutory commercial interest (Article 6:119a Dutch Civil Code) and reasonable collection costs shall apply.
RiskRhino may suspend Services if payment obligations are not met.
7. Confidentiality
Both parties shall treat confidential information as strictly confidential.
Confidential information shall not be disclosed to third parties without prior written consent, unless required by law or regulatory obligation.
This obligation survives termination of the Agreement.
RiskRhino may refer to the Client’s name and general description of the engagement for reference purposes unless explicitly agreed otherwise.
8. Intellectual Property
All intellectual property rights in methodologies, frameworks, templates, models, software configurations, tools and know-how remain the property of RiskRhino.
The Client receives a non-exclusive, non-transferable license to use Deliverables for its internal business purposes.
Deliverables may not be disclosed, reproduced or commercialized without prior written consent of RiskRhino.
RiskRhino may use general knowledge and experience gained during the engagement for other clients, provided no confidential information is disclosed.
9. Third Parties
RiskRhino may engage subcontractors or specialists where necessary.
RiskRhino shall exercise reasonable care in selecting third parties.
RiskRhino is not liable for shortcomings of third parties unless caused by gross negligence or wilful misconduct of RiskRhino.
10. Liability
RiskRhino’s liability is limited to direct damages resulting from attributable failure in the performance of the Agreement.
Total liability shall be limited to the amount paid (excluding VAT) under the relevant engagement during the twelve (12) months preceding the claim, with a maximum of EUR [insert cap, e.g. 250,000], unless covered by professional liability insurance in which case liability is limited to the amount paid out under such insurance.
RiskRhino shall not be liable for indirect or consequential damages, including but not limited to loss of profit, loss of revenue, business interruption, reputational damage, regulatory fines, or missed opportunities.
Any claim must be submitted in writing within twelve (12) months after the Client became aware, or reasonably should have become aware, of the event giving rise to the claim.
11. Indemnity
The Client indemnifies RiskRhino against third-party claims arising from:
Incorrect or misleading information provided by the Client;
The Client’s use or implementation of Deliverables;
Violations of laws or regulations by the Client.
12. Termination
Either party may terminate the Agreement with thirty (30) days’ written notice unless agreed otherwise.
RiskRhino may terminate with immediate effect in case of:
Non-payment;
Insolvency or suspension of payments;
Breach of material obligations.
Upon termination, Services performed up to termination date shall be invoiced.
13. Personal Data
RiskRhino processes personal data in accordance with the GDPR and applicable Dutch legislation.
Where RiskRhino acts as processor, a separate data processing agreement shall apply.
Both parties shall implement appropriate technical and organizational measures to protect personal data.
14. Independence and Conflicts of Interest
RiskRhino may provide services to other clients, including competitors of the Client.
RiskRhino will implement appropriate safeguards where potential conflicts arise.
15. Non-Solicitation
During the Agreement and for twelve (12) months thereafter, neither party shall employ or directly engage personnel of the other party involved in the engagement without prior written consent.
16. Force Majeure
Neither party shall be liable for failure to perform due to force majeure, including but not limited to government measures, cyber incidents, strikes, or other events beyond reasonable control.
17. Governing Law and Jurisdiction
The Agreement is governed by Dutch law.
Disputes shall be submitted exclusively to the competent court in the district where RiskRhino has its registered offices.
