GENERAL TERMS AND CONDITIONS

 

Version: May 2026

 

1. Definitions

1.1 In these General Terms and Conditions:

• “Ingenium Law” means Ingenium Law and all persons affiliated with it, including employees, contractors, consultants, and third-party service providers engaged by Ingenium Law.

• “Client” means any natural person or legal entity engaging Ingenium Law for services.

• “Engagement” means any agreement for services between the Client and Ingenium Law.

• “Services” means all advisory, consultancy, compliance, drafting, research, strategic, or related services provided by Ingenium Law.

• “Loss” means any direct, indirect, incidental, consequential, special, punitive, or economic loss, including loss of profits, business interruption, reputational damage, or loss of data.

 

2. Applicability

2.1 These General Terms and Conditions apply to every Engagement and all legal relationships between the Client and Ingenium Law.

2.2 Any terms and conditions used by the Client are expressly excluded unless accepted by Ingenium Law in writing.

2.3 Ingenium Law may amend or replace these General Terms and Conditions from time to time. The Client will be notified of any amendments. Unless the Client objects in writing within fourteen days after notification, the amended terms shall apply to the Engagement.

 

3. Formation of the Engagement

3.1 An Engagement between the Client and Ingenium Law shall only come into existence once Ingenium Law has accepted the Client’s instructions or engagement in writing.

3.2 Before accepting an Engagement, Ingenium Law may assess whether it is able to provide the requested Services, taking into account applicable legal, regulatory, ethical, compliance, or professional considerations.

3.3 Ingenium Law is under no obligation to accept any Engagement.

3.4 An instruction addressed to a person affiliated with Ingenium Law shall exclusively constitute an Engagement with Ingenium Law and not with that individual personally or with any other affiliated person.

 

4. Nature of Services

4.1 Ingenium Law is an international legal advisory and consultancy practice and is not a law firm.

4.2 Unless expressly agreed otherwise in writing, Ingenium Law does not provide:

• legal representation in court proceedings;

• reserved legal practice activities;

• tax advice;

• regulated financial advice; or

• specialist advice outside the scope of the agreed Services.

4.3 Ingenium Law shall perform the Engagement with reasonable skill and care.

4.4 The Client remains solely responsible for obtaining advice from other qualified professionals where appropriate, including lawyers, tax advisers, accountants, technical experts, or regulated specialists.

4.5 Ingenium Law is under no obligation to advise the Client to obtain external specialist advice.

 

5. Client Information and Compliance

5.1 The Client shall provide all information and documentation reasonably requested by Ingenium Law.

5.2 The Client guarantees that all information and documentation provided is accurate, complete, and not misleading.

5.3 Ingenium Law may request information required to comply with applicable identification, anti-money laundering, sanctions, fraud prevention, compliance, or regulatory obligations.

5.4 Ingenium Law may refuse or suspend Services if the requested information is not provided.

5.5 Where required under applicable law, Ingenium Law may disclose information relating to reportable transactions, arrangements, or activities to competent authorities.

 

6. Fees and Billing

6.1 The Client shall pay the agreed fees for the Services.

6.2 If no fee arrangement has been agreed in writing, fees shall be charged based on Ingenium Law’s standard hourly or project rates applicable at the time the Services are performed.

6.3 Unless otherwise agreed:

• invoices are issued monthly;

• payment terms are fourteen days from the invoice date.

6.4 Ingenium Law may require an advance payment before commencing work.

6.5 Unless otherwise agreed in writing, the first invoice shall equal seventy-five percent (75%) of the agreed project fee and must be paid within seven days from the invoice date.

6.6 Ingenium Law may suspend, postpone, or terminate the Engagement if payment is not received on time. Such suspension or termination shall not give rise to any liability on the part of Ingenium Law.

6.7 The Client must notify Ingenium Law in writing of any objection to an invoice within fourteen days after the invoice date. Failing such notification, the invoice shall be deemed accepted.

6.8 If any invoice remains unpaid after fourteen days following the due date, Ingenium Law shall be entitled, without further notice:

• to charge statutory commercial interest;

• to suspend or terminate the Engagement and any other services;

• to apply advance payments toward outstanding invoices.

 

7. Currency and Payments

7.1 Invoices shall be paid in the currency stated on the invoice.

7.2 If payment is made in another currency and exchange rate fluctuations or bank charges result in a minor difference between the invoiced amount and the received amount, Ingenium Law may treat the invoice as fully paid or retain any excess amount received.

7.3 Ingenium Law does not accept cash payments. If the Client deposits cash directly with a bank used by Ingenium Law, Ingenium Law may:

• refuse such payment;

• require alternative payment methods; and

• charge the Client for any compliance checks or costs incurred.

 

8. Third-Party Service Providers

8.1 Ingenium Law may engage external consultants, experts, contractors, service providers, or specialists where necessary or appropriate.

8.2 Ingenium Law shall not be liable for the acts, omissions, advice, services, or failures of any third party engaged on behalf of the Client.

8.3 Any third party engaged by Ingenium Law may rely on these General Terms and Conditions.

 

9. Use and Disclosure of Advice

9.1 All advice, documents, deliverables, reports, drafts, and communications provided by Ingenium Law are prepared solely:

• for the Client;

• for the agreed purposes of the Engagement.

9.2 The Client shall not disclose, reproduce, distribute, publish, or rely upon such materials for third parties without prior written consent from Ingenium Law.

9.3 Ingenium Law may use general know-how, methodologies, concepts, experience, techniques, and non-confidential knowledge acquired during the Engagement for other clients or internal purposes, provided confidentiality obligations are respected.

 

10. Intellectual Property

10.1 All intellectual property rights relating to materials, templates, methodologies, advice, reports, systems, frameworks, and documentation developed or used by Ingenium Law shall remain vested in Ingenium Law unless expressly agreed otherwise in writing.

10.2 The Client receives a non-exclusive, non-transferable right to use deliverables solely for the purposes of the Engagement.

 

11. Limitation of Liability

11.1 Any liability of Ingenium Law shall be limited to the amount paid out under Ingenium Law’s professional liability insurance in relation to the relevant claim, increased by the applicable deductible amount paid by Ingenium Law.

11.2 If, for any reason, no payment is made under such insurance, liability shall be limited to the amount of fees paid by the Client to Ingenium Law for the relevant Engagement during the six months preceding the event giving rise to the claim.

11.3 Ingenium Law shall not be liable for:

• indirect or consequential Loss;

• loss of profits;

• loss of business opportunity;

• reputational damage;

• data loss;

• losses caused by third parties;

• losses resulting from inaccurate, incomplete, or misleading information provided by the Client;

• losses arising from force majeure or circumstances beyond Ingenium Law’s reasonable control.

11.4 Any liability of persons affiliated with Ingenium Law is excluded to the fullest extent permitted by law.

11.5 The Client indemnifies Ingenium Law and all affiliated persons against claims by third parties arising out of or connected with the Engagement, except in cases of wilful misconduct or gross negligence on the part of Ingenium Law.

11.6 Any claim against Ingenium Law shall expire one year after the date on which the Client became aware, or reasonably should have become aware, of the alleged damage and the potential liability of Ingenium Law.

 

12. Confidentiality

12.1 Ingenium Law shall treat confidential information provided by the Client as confidential, except where disclosure is required by law, regulation, court order, or compliance obligations.

12.2 The Client acknowledges that electronic communications may not be fully secure and accepts the associated risks unless otherwise agreed in writing.

 

13. Retention of Documents

13.1 Ingenium Law may retain documents, files, and records relating to the Engagement until all outstanding invoices and costs have been paid in full.

13.2 Ingenium Law may retain copies of documents and communications for compliance, regulatory, insurance, risk management, knowledge management, or archival purposes.

 

14. Termination

14.1 The Client may terminate the Engagement at any time by written notice.

14.2 Ingenium Law may terminate the Engagement:

• upon fourteen days’ written notice; or

• immediately if the Client fails to pay invoices on time or materially breaches the Engagement.

14.3 Upon termination, the Client shall remain liable for:

• all fees and expenses incurred before termination; and

• any reasonable costs associated with transferring or concluding the Engagement.

 

15. Force Majeure

15.1 Ingenium Law shall not be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including:

• power failures;

• cyber incidents;

• telecommunications failures;

• natural disasters;

• pandemics;

• governmental actions;

• labour disputes; or

• failures of suppliers or service providers.

 

16. Governing Law and Jurisdiction

16.1 All legal relationships between the Client and Ingenium Law shall be governed exclusively by the laws of the Netherlands.

16.2 Any dispute arising out of or in connection with the Engagement, these General Terms and Conditions, or any related legal relationship shall be submitted exclusively to the competent court of Rotterdam, the Netherlands.