Radion Consulting – TERMS & CONDITIONS

Effective Date: 01.10.2025
Last Updated: 28.08.2025

Article 1: Definitions

1.1 “Consultant” refers to Radion Consulting, sole proprietorship of Radion Barakov, registered in the Netherlands.

1.2 “Client” refers to any individual or organisation engaging the Consultant’s services.

1.3 “Services” refers to business consultancy, operational optimisation, strategic advisory, and related professional services.

1.4 “Agreement” refers to any project proposal, engagement letter, or service agreement incorporating these Terms.

1.5 “Deliverables” refers to work products, reports, analyses, or recommendations provided to the Client.

Article 2: Scope and Application

2.1 These Terms govern all consultancy services provided by the Consultant unless explicitly superseded by written agreement.

2.2 The Client’s general terms are expressly rejected and shall not apply.

2.3 If any provision is found invalid, the remaining provisions shall continue in full force.

2.4 These Terms supersede all previous versions. The version in effect at the time of Agreement formation shall govern.

Article 3: Services and Engagement

3.1 The Consultant provides professional business consultancy services as specified in individual engagement letters or project proposals.

3.2 The Consultant performs the Services with professional care and competence in line with industry standards.

3.3 The Consultant specialises in building long-term strategic partnerships, typically evolving from project-based engagements through to retainer relationships.

Future arrangements require separate written agreements between the Client and the Consultant.

3.4 The Client acknowledges that consultancy services are advisory in nature. All business decisions and their implementation remain the Client’s responsibility.

Article 4: Conflict of Interest Management

4.1 The Consultant may serve multiple clients across various industries and relationship structures.

4.2 The Consultant maintains appropriate confidentiality safeguards and shall notify the Client of any material conflicts that could affect service delivery.

4.3 The Client acknowledges and accepts the Consultant’s multi-client practice model.

Article 5: Use of Modern Tools and Methods

5.1 The Consultant employs current technologies and analytical tools, including AI-assisted systems, to enhance service delivery, efficiency, and quality.

5.2 When utilising AI or automated tools, Client data shall be processed solely for service delivery purposes and shall not be used for training third-party systems.

5.3 The Consultant maintains full professional responsibility and human oversight for all deliverables and recommendations.

5.4 Professional-grade tools with enhanced security and privacy protections are utilised where available.

Article 6: Payment Terms

6.1 Fees shall be as specified in the relevant engagement letter or project proposal.

6.2 Unless otherwise agreed, invoices are payable within thirty (30) days from the invoice date.

6.3 Late payments shall accrue statutory commercial interest under Dutch law.

6.4 The Consultant may suspend services where payments are overdue by more than sixty (60) days.

6.5 The Client is responsible for all taxes, duties, and levies except the Consultant’s income tax.

6.6 Reasonable expenses shall be reimbursed upon provision of documentation.

Article 7: Confidentiality

7.1 Each party shall maintain the confidentiality of the other’s proprietary information disclosed during the course of the engagement.

7.2 Confidentiality obligations shall not apply to information that:

• Is or becomes publicly available through no breach of this Agreement

• Was rightfully known prior to disclosure

• Is independently developed without using confidential information

• Must be disclosed by law or court order (with prompt notice to the disclosing party)

7.3 Confidentiality obligations shall survive termination for three (3) years.

Article 8: Data Protection

8.1 Both parties shall comply with applicable data protection laws, including the GDPR.

8.2 Personal data shared for service provision shall be processed solely for the agreed purposes.

8.3 Each party shall implement appropriate technical and organisational measures to protect data.

8.4 Data processing activities shall be documented and made available for review upon reasonable request.

Article 9: Intellectual Property

9.1 Pre-existing IP: The Consultant retains all rights to methodologies, frameworks, tools, and intellectual property developed prior to, or independently of, Client engagement. Pre-existing IP remains the Consultant’s property regardless of future relationship evolution, except through an explicit separate written agreement.

9.2 Client-Specific Deliverables: Unless otherwise agreed in writing, the Client receives a non-exclusive licence to use Deliverables created specifically for the Client for internal business purposes.

9.3 The Client may not resell, sub-licence, or commercially exploit Deliverables without prior written consent.

9.4 The Consultant may reference the engagement and outcomes for professional marketing purposes, subject to confidentiality obligations.

Article 10: Liability and Indemnification

10.1 Subject to any Professional Liability Insurance coverage that may apply, Consultant’s total liability for any claim arising from Services shall not exceed the total fees paid by Client for the specific Service giving rise to the claim.

10.2 The Consultant shall not be liable for indirect, consequential, punitive, or speculative damages, including but not limited to lost profits, business opportunities, or data.

10.3 The Client acknowledges that consultancy involves professional judgement based on available information and that business outcomes depend on factors beyond the Consultant’s control.

10.4 These limitations apply regardless of legal theory (contract, tort, or otherwise) and shall survive termination of the Agreement.

10.5 These limitations do not apply to damages arising from the Consultant’s gross negligence or wilful misconduct.

Article 11: Force Majeure

11.1 Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, pandemics, cyber-attacks, government actions, or infrastructure failures.

11.2 The affected party shall promptly notify the other and use reasonable efforts to minimise impact and resume performance.

Article 12: Termination

12.1 Either party may terminate ongoing services with one (1) month’s written notice, unless otherwise specified in the engagement letter.

12.2 Upon termination, the Client shall pay for all Services performed and expenses incurred up to the termination date.

12.3 Termination shall not affect accrued rights, obligations, or claims of either party.

12.4 Articles covering confidentiality, intellectual property, liability, data protection, and governing law shall survive termination.

Article 13: Professional Standards

13.1 The Consultant maintains professional liability insurance appropriate to the Services provided.

13.2 Services are performed in accordance with applicable professional standards and Dutch business law.

13.3 The Consultant commits to ongoing professional development and adherence to industry best practices.

Article 14: Governing Law and Disputes

14.1 These Terms are governed by and construed in accordance with Dutch law.

14.2 Any disputes arising from or related to these Terms shall be submitted to the exclusive jurisdiction of the competent court in Utrecht, the Netherlands.

14.3 Before initiating formal proceedings, the parties shall attempt good faith resolution through direct negotiation.

Article 15: Integration Specific Agreements

15.1 These Terms and Conditions supplement all specific project agreements, engagement letters, and client contracts unless explicitly superseded in writing.

15.2 Where specific client agreements contain operational provisions (scope, deliverables, payment rates, duration), those provisions govern. Where specific agreements are silent on legal framework matters (liability limits, IP ownership, confidentiality, governing law), these Terms and Conditions apply.

15.3 Professional Liability Insurance coverage, where maintained, provides additional protection beyond the liability limitations specified in Article 10, but does not increase or modify the fundamental liability caps established herein.

15.4 Commission arrangements or third-party compensation disclosed in specific agreements do not create conflicts of interest provided such arrangements are disclosed prior to engagement as specified in the relevant agreement.

Article 16: General Provisions

16.1 Any amendments to these Terms must be in writing and signed by both parties.

16.2 Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

16.3 If any provision is deemed unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible.

16.4 These Terms, together with any engagement letter or project proposal, constitute the entire agreement between the parties unless explicitly modified by subsequent written agreement.

15.5 Electronic signatures and communications are acceptable for all purposes under these Terms.

Contact Information

Radion Consulting
Europelaan 22, 3526KS Utrecht
Netherlands

Email: [email protected]
Phone: +31 6 8349 4225
KvK: 91299144