General Terms and Conditions B2B

This English version is provided for convenience. In case of inconsistency, the Dutch version prevails.

Company details

1. Definitions

• HRR: Hartwich Risk & Resilience, operated by Erik Hartwich.
• Client: the business party entering into a quotation, agreement or assignment with HRR.
• Parties: HRR and the Client jointly.
• Services: advice, analysis, second opinion, review, strategic sparring, reporting, training, sessions and other B2B services provided by HRR.
• Deliverables: reports, memos, analyses, presentations, models, templates or other outputs produced specifically for the Client.

2. Applicability

These general terms and conditions apply to all quotations, assignments, agreements and services of HRR, unless the parties agree otherwise in writing. The Client’s general terms and conditions do not apply unless accepted by HRR in writing.

These terms are intended for business clients only. HRR does not target consumers.

3. Quotations and formation of agreement

Quotations are valid for 30 days unless another period is stated in the quotation. An agreement is formed when the Client accepts a quotation in writing or electronically, or when HRR starts performing the services with the Client’s consent.

4. Nature of the services

HRR provides professional B2B advisory services in risk, resilience, cybersecurity, governance and related fields. Unless expressly agreed otherwise, HRR performs on a best-efforts basis and does not guarantee a specific result.

HRR does not assume the Client’s management, operational or legal responsibilities. The Client remains responsible for decisions, implementation, risk appetite, compliance and internal control.

5. Performance, dependencies and cooperation

The Client will provide in time all information, access, decisions and cooperation reasonably required for the assignment. The Client is responsible for the accuracy, completeness and lawfulness of information provided. Delay, additional work or limitations resulting from missing, incorrect or late information are for the Client’s account and risk.

6. AI, transcription and tools

HRR may use professional AI-assisted tools, transcription tools, analysis tools, cloud and office applications for the performance of the assignment, including analysis, structuring, summarisation, drafting and reporting. HRR remains responsible for the professional review of the final output.

Meetings are recorded or transcribed only where this has been announced or agreed in advance. The Client will inform participants where this is required within its organisation.

7. Fees, payment and invoicing

The parties may agree a fixed fee, retainer, subscription, hourly rate or other remuneration. All amounts are exclusive of VAT and other levies, unless stated otherwise in writing.

Invoices must be paid within 14 days after invoice date, unless agreed otherwise in writing. In case of late payment, the Client is in default by operation of law and HRR may suspend the services. Reasonable collection and legal costs are payable by the Client if payment remains outstanding.

8. Changes and additional work

Changes to scope, planning, approach or deliverables must be recorded in writing. Work outside the agreed scope is additional work and will be performed at the agreed rate or, if no rate has been agreed, at HRR’s usual rate.

9. Termination

A fixed assignment may be terminated by the Client, but work already performed, planned and not reasonably cancellable work, costs incurred and agreed milestones remain payable to the extent reasonable.

For retainers or ongoing services, a notice period of one month applies unless agreed otherwise in writing. HRR may suspend or terminate services in case of non-payment, serious breach of trust, unlawful instructions, unsafe working conditions, misuse of services or conflict with law or regulation.

10. Confidentiality

The parties will keep confidential information secret and use it only for the performance of the assignment. This obligation does not apply to information that is public, was lawfully already known, was lawfully obtained from a third party or must be disclosed by law or court order.

The confidentiality obligation remains in force for five years after the end of the assignment. For trade secrets, methodologies, security-sensitive information and personal data, confidentiality continues for as long as the nature of the information reasonably requires.

11. Intellectual property and rights of use

All rights to HRR’s methodologies, models, templates, checklists, frameworks, prompts, working methods, know-how, generic document structures and other pre-existing or generic materials remain with HRR.

After full payment, the Client receives a non-exclusive, non-transferable right to use client-specific deliverables internally for the purpose for which they were prepared. The Client may not sell, publish, exploit as its own method or provide deliverables to third parties without HRR’s prior written consent, unless this is necessary for internal governance, audit, regulatory supervision, legal assistance or insurance purposes.

12. Privacy and data protection

For its own administration, client management, invoicing and business operations, HRR acts as an independent controller. To the extent HRR processes personal data on behalf of the Client within the meaning of Article 28 GDPR, the data processing agreement applies as an additional agreement.

The Client will not provide unnecessary personal data or special categories of personal data to HRR unless this is necessary for the assignment and has been discussed in advance.

13. Liability

HRR is liable only for direct damage that is the direct result of an attributable breach by HRR. HRR is not liable for indirect damage, consequential loss, lost profit, lost savings, reputational damage, business interruption or damage caused by decisions or implementation by the Client.

HRR’s total liability is limited to the amount paid by the Client, excluding VAT, for the specific assignment or specific part of the assignment to which the liability relates. This limitation does not apply to damage caused by intent or deliberate recklessness of HRR.

14. Force majeure

HRR is not liable for delay or failure caused by circumstances beyond HRR’s reasonable control, including outages of internet, cloud suppliers, energy supply, illness, government measures, cyber incidents at third parties or other force majeure events.

15. Governing law and disputes

All agreements with HRR are governed by Dutch law. Disputes will be submitted to the competent court in the district of Limburg, unless mandatory law provides otherwise.

16. Changes

HRR may amend these terms. For ongoing assignments, amended terms apply only where the parties agree this in writing or where the amendment is reasonably necessary due to legislation or changed services.