Last update: 24-02-2026

1. Definitions
1.1 “Evolentis” means the sole proprietorship operating under the name Evolentis.
1.2 “Client” means any legal entity or professional party engaging Evolentis.
1.3 “Agreement” means any written engagement, proposal or retainer confirmation.
1.4 “Services” means strategic advisory, executive advisory, governance structuring, transformation guidance and related consulting services.
 
2. Applicability
2.1 These Terms apply exclusively to all engagements.
2.2 Any client terms are expressly rejected unless agreed in writing.
2.3 In case of conflict, the written engagement letter prevails.
 
3. Nature of Services
3.1 Services are provided on a best-efforts basis unless explicitly agreed otherwise.
3.2 No guarantees are given regarding specific outcomes, financial performance or value creation.
3.3 All strategic, operational or financial decisions remain solely the responsibility of the Client.
3.4 Evolentis does not assume fiduciary duties unless explicitly agreed in writing.
 
4. Independence
4.1 Evolentis acts as an independent advisor.
4.2 Nothing in the Agreement creates a partnership, joint venture or agency relationship.
4.3 Evolentis does not provide regulated financial, tax or legal advice unless explicitly agreed.
 
5. Client Information
5.1 The Client warrants that all information provided is accurate and complete.
5.2 Evolentis is not obligated to independently verify data provided by the Client.
5.3 Evolentis shall not be liable for consequences arising from inaccurate or incomplete information.
 
LIABILITY – INTERNATIONAL STANDARD
6. Limitation of Liability
6.1 Evolentis’ total aggregate liability under any Agreement shall be limited to:
the lower of:
•    the total fees paid under the specific engagement, or
•    EUR 50,000.
6.2 Liability is further limited to the amount actually recovered under Evolentis’ professional indemnity insurance.
6.3 Evolentis shall not be liable for:
•    indirect or consequential loss
•    loss of profit
•    loss of revenue
•    loss of business opportunity
•    reputational damage
•    shareholder claims
•    business interruption
•    capital market impact
6.4 Any claim must be submitted in writing within 6 months of discovery and no later than 12 months after completion of the Services.
 
INDEMNITY
7. Client Indemnification
7.1 The Client shall indemnify and hold Evolentis harmless against any third-party claims arising from the Client’s decisions or implementation of advice.
7.2 This indemnity includes reasonable legal costs.
 
INTELLECTUAL PROPERTY
8. Ownership
8.1 All methodologies, frameworks, models, templates, analyses and know-how remain the exclusive intellectual property of Evolentis.
8.2 The Client receives a non-exclusive, non-transferable license for internal use only.
8.3 Materials may not be shared externally without prior written consent.
8.4 Evolentis retains the right to use general knowledge and experience gained.
 
RETAINER ENGAGEMENTS
9. Retainer Structure
9.1 A retainer constitutes a fixed monthly fee for strategic availability and advisory services.
9.2 Unused availability does not carry forward unless agreed in writing.
9.3 Minimum term: 6 months unless otherwise agreed.
9.4 Early termination does not release the Client from payment obligations during the agreed minimum term.
 
NON-SOLICITATION
10. Non-Solicitation
10.1 During the engagement and for 12 months thereafter, the Client shall not directly or indirectly solicit or hire Evolentis’ personnel or subcontractors involved in the Services.
10.2 Breach results in a contractual penalty of EUR 50,000 per violation.
 
CONFIDENTIALITY
11. Confidential Information
11.1 Both parties agree to maintain strict confidentiality.
11.2 Confidentiality obligations survive termination.
11.3 This does not apply to publicly available information.
 
TERMINATION
12. Termination
12.1 Either party may terminate with 30 days’ written notice unless otherwise agreed.
12.2 Immediate termination is permitted in case of material breach or insolvency.
12.3 Accrued payment obligations remain enforceable.
 
FORCE MAJEURE
13. Force Majeure
Evolentis shall not be liable for delays or failures caused by events beyond reasonable control, including geopolitical events, pandemics or systemic disruptions.
 
GOVERNING LAW AND DISPUTE RESOLUTION
14. Governing Law
The Agreement shall be governed by Dutch law.
15. Dispute Resolution
Any dispute shall be resolved by arbitration under the Rules of the Netherlands Arbitration Institute (NAI), seated in Amsterdam, conducted in English.