IMPORTANT NOTICE:
This English version is provided for translation purposes only. The Dutch version of these General Terms and Conditions is the official legal document that governs all agreements and relationships. In case of any discrepancies between the Dutch and English versions, the Dutch version shall prevail.

Company Information

studio inari B.V.
Registered address: Gerard Callenburgstraat 34-2
Postal code and city: 1055 VC, Amsterdam
Chamber of Commerce: 98428640
VAT number: NL868489645B01
Email: info@studio-inari.com
Website: www.studio-inari.com

Date & Version: 23 October 2025, version 2025-6

Definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

• We/studio inari: studio inari B.V., statutorily established in Amsterdam, registered in the Chamber of Commerce under number 98428640and our partners

• Client: The natural person or legal entity that engages our services

• Consumer: A client who is a natural person and is not acting in the exercise of a profession or business

• Agreement: Any written or electronic arrangement between us and the client

• Services: All services provided by us, including consultancy and advice, commercial and operational support, training and coaching, analyses and recommendations

Article 1: Applicability

1.1 These general terms and conditions apply to all offers, quotations, agreements and services provided by studio inari B.V.

1.2 Deviations from these terms and conditions are only valid if we have expressly and explicitly confirmed them in writing.

1.3 Any purchasing or other terms and conditions of the client do not apply, unless we have expressly accepted them in writing.

1.4 If one or more provisions of these terms and conditions are null and void or are annulled, the remaining provisions remain fully in force.

1.5 Additional rights apply to consumers in accordance with the law. These general terms and conditions do not limit those statutory rights.

Article 2: Our Services

2.1 Service provision
We offer professional services in the field of:

• Consultancy and strategic advice

• Commercial and operational support

• Training, coaching and team development

• Analyses, research and recommendations

 2.2 Best efforts obligation
All work is carried out on the basis of a best efforts obligation. We deliver professional work in accordance with professional standards, but do not guarantee specific results.

2.3 Client responsibilities
The client is fully responsible for:

• The implementation of our advice and recommendations

• The results within their own organisation

• Management and decision-making within their own company

• Timely provision of accurate and complete information 

2.4 Subcontracting
We may (partially) subcontract work to qualified third parties, while we remain responsible for the execution.

2.5 Non-discrimination
We provide our services without distinction based on origin, belief, gender, age, sexual orientation or other personal characteristics, in accordance with Dutch anti-discrimination legislation.

Article 3: Formation of Agreement

3.1 Quotation
All quotations are non-binding and valid for 14 days, unless stated otherwise.

3.2 Acceptance
An agreement is formed by:

• Written acceptance of our quotation by the client, followed by

• Our written confirmation, and

• Payment of the required advance payment

 3.3 Modified acceptance
An acceptance that deviates from the offer constitutes a new quotation and does not bind us.

3.4 Advance payment

• For assignments up to €10,000: 15% advance payment required

• For assignments above €10,000: 25% advance payment required

• In case of cancellation by the client after payment of the advance payment, we retain the advance payment as compensation for costs incurred.

3.5 Price quotation
All prices are exclusive of VAT and any travel, accommodation and other additional costs, unless expressly stated otherwise.

3.6 Integral pricing
A total price for the entire assignment does not oblige us to execute partial work for a proportional part of the total price, if the client only wishes partial execution.

3.7 Price changes
In case of unforeseen cost increases of more than 10%, we will inform the client of this in writing. After mutual agreement, the client may terminate the agreement, subject to compensation for work already performed and costs incurred.

Article 4: Execution of the Assignment

4.1 Execution
We execute all work with the care that may be expected from a reasonably acting and competent service provider.

4.2 Client cooperation
The client ensures that all information, cooperation and facilities we need for execution are available in a timely manner.

4.3 Consequences of delay by client
In case of delay by the client, we are entitled to:

• Suspend the work

• Pass on additional costs caused by the delay

• Extend the execution period proportionally

 4.4 Incorrect information
We are not liable for damage resulting from incorrect or incomplete information provided by the client.

4.5 Phased execution
In case of phased execution, we may suspend the next phase until the client has approved the previous phase in writing.

4.6 Deadlines
Stated deadlines are indicative. Exceeding deadlines does not give the client the right to terminate the agreement, unless we remain in default after written notice of default with reasonable period.

4.7 Commencement of execution period
Agreed execution periods commence when all required advance payments, information and materials have been received by us.

Article 5: Changes

5.1 Changes to the assignment are agreed with the client in advance.

5.2 Changes may have consequences for price, planning and execution period. We inform the client about this in advance.

5.3 We may refuse requests for changes if, in our opinion, they would harm the quality of the work.

Article 6: Termination

6.1 Contract duration
Agreements have a fixed duration as stated in the quotation, unless it concerns a continuing agreement.

6.2 Termination of continuing agreements

• We may terminate with 1 month notice

• Clients may terminate with 2 months notice

• Termination is done in writing by registered post or email with read receipt

 6.3 Suspension and dissolution
We are entitled to suspend or dissolve the agreement wholly or partially if:

• The client fails to fulfil obligations, does not fulfil them on time or does not fulfil them completely

• After conclusion of the contract, circumstances become known that give reasonable doubt about fulfilment

• Fulfilment becomes impossible due to circumstances beyond our control

• Continuation of the agreement cannot reasonably be expected

6.4 Consequences of termination
Upon termination of the agreement, all outstanding claims and costs already incurred but not yet invoiced become immediately due and payable, and all payment arrangements lapse.

6.5 Non-reachability
If there is no response for 10 working days to our contact attempts, we are entitled to terminate the agreement. In this case, the provisions of article 6.4 apply in full, and administrative costs of €250 will be charged in addition.

Article 7: Fees and Payment

7.1 Fees
All quoted and agreed fees and estimates apply per individual agreement, are final and non-refundable, exclusive of VAT and additional costs.

7.2 Invoicing
Invoicing takes place in accordance with the payment schedule included in the agreement.

7.3 Cost coverage
The agreed fee may be inclusive of fixed reimbursements for project-related costs, including marketing, catering, travel and accommodation costs, meeting costs, market analyses and other necessary expenses.

7.4 Hourly rates
In the absence of a fixed fee, the fee is determined in accordance with the agreement, but at least according to the hours actually spent. The fee is calculated according to our standard hourly rates (exclusive of VAT), unless other hourly rates have been agreed in writing:

• Partners: €175 per hour

• Senior partners: €350 per hour

• Managing partners: €495 per hour

7.5 Payment term
Payment must be made within 14 days of the invoice date, in the manner indicated by us and in the currency in which the invoice was issued.

7.6 Payment costs
All costs arising from payment, including bank and transaction costs as well as any foreign exchange losses, are for the account of the client.

7.7 Late payment
In case of exceeding the payment term, we are entitled to:

• Charge 1% interest per month

• Charge €75 administrative costs per invoice

• Pass on extrajudicial collection costs according to the statutory scale

 7.8 Set-off
Received payments are set off in the following order: first against interest due, then against costs and administrative costs, and finally against the principal sum.

7.9 Objections
Objections to invoices do not suspend the payment obligation and must be submitted in writing within 14 days.

7.10 Acute situations
In case of bankruptcy, suspension of payments, attachment or other circumstances that affect creditworthiness, all claims become immediately due and payable.

Article 8: Liability

8.1 Limitation of liability
Our liability is limited to the amount paid out by our insurance, or in the absence thereof to the invoiced amount for the relevant assignment, with a maximum of €10,000 per event.

8.2 Excluded damage
We are expressly not liable for:

• Indirect damage, including loss of profit, loss of goodwill and business interruption

• Damage caused by actions of third parties engaged by us

• Damage caused by incorrect or incomplete information from the client

 8.3 Limitation period
Claims for compensation expire after 6 months from the occurrence of the damage.

Article 9: Force Majeure

9.1 Definition of force majeure
Force majeure means all circumstances beyond our reasonable control that prevent (temporary) performance, including illness of key personnel, government measures, pandemics and extreme weather conditions.

9.2 Consequences of force majeure
In case of force majeure, we are entitled to suspend execution or terminate the agreement, without liability for damages. We retain the right to payment for work already performed during the force majeure situation.

9.3 Prolonged force majeure
If force majeure lasts longer than 3 months, either party may terminate the agreement in writing.

Article 10: Confidentiality and Privacy

10.1 Mutual confidentiality
Both parties undertake to maintain strict confidentiality of all confidential information obtained during the collaboration.

10.2 Legal obligation
Confidentiality obligations do not apply if disclosure is legally required.

10.3 Data protection
We process personal data in accordance with the General Data Protection Regulation (GDPR). For details, we refer to our privacy statement on our website.

10.4 Retention period
Confidential information is retained for a maximum of 7 years, unless legal retention periods determine otherwise.

Article 11: Intellectual Property

11.1 Copyrights
All intellectual property rights on materials delivered by us rest with studio inari B.V. or our licensors.

11.2 Right of use
The client acquires a non-exclusive right of use for the agreed purposes. Copying is only permitted for internal use within their own organisation. It is not permitted to show our materials to third parties or to use them for purposes other than those for which they were provided.

11.3 Reproduction
All materials provided by us, including texts, reports, advice, analyses, software, quotations and other documents, may not be reproduced, distributed or made public without our prior written permission.

11.4 Knowledge and experience
We retain the right to use general knowledge and experience acquired through the collaboration for other purposes.

11.5 Retention of title
All deliveries remain our property until all obligations have been fully met.

11.6 Indemnification
The client indemnifies us against claims from third parties regarding intellectual property rights on materials provided by them.

11.7 Guarantee of digital files
If the client provides us with digital files or software, they guarantee that these do not infringe on third party rights and are free from viruses and other harmful elements.

Article 12: Complaints and Disputes

12.1 Complaints procedure
Complaints about our services must be reported in writing within 5 working days of discovery with a detailed description.

12.2 Investigation and remedy
Justified complaints lead to free remedy of the work, unless this has demonstrably become pointless.

12.3 Investigation obligation
The client must investigate delivered work immediately after delivery for defects.

12.4 Dispute resolution
We strive to resolve disputes through consultation. If this does not lead to results, mediation can be invoked.

12.5 Applicable law and competent court
Dutch law applies to all agreements. Disputes are submitted to the competent court in Amsterdam, unless the law provides otherwise.

Article 13: Final Provisions

13.1 Additional conditions
Additional conditions may apply per assignment that supplement these general terms and conditions.

13.2 Amendments
Changes to these terms and conditions are only valid if agreed in writing.

13.3 Electronic communication
Electronic communication via email is considered written, provided authenticity is established.

13.4 Consumer cooling-off period
Consumers have a 14-day cooling-off period in accordance with the Consumer Rights Act, unless it concerns an excluded service.

13.5 Digital archiving
These terms and conditions have been deposited with the Chamber of Commerce. The version applicable at the time of concluding the agreement applies.

Last updated: 23 October 2025
Version: 2025-6

LEGAL DISCLAIMER:
This English translation is provided for informational and translation purposes only. The Dutch version of these General Terms and Conditions is the sole official and legally binding document. In case of any discrepancies, contradictions, or differences in interpretation between the Dutch original and this English translation, the Dutch version shall prevail and govern all legal relationships and obligations.