Terms of Service

1. Definitions

• "Company," "we," "us," or "our" refers to Emerald Elephant Solutions BV
• "Client," "you," or "your" refers to the individual or entity using our services
• "Services" refers to executive interim management, business consulting, project management, and custom software solutions
• "Agreement" refers to the specific service agreement between the Company and Client
• "Deliverables" refers to all work products, reports, software, and materials provided by the Company

2. Acceptance of Terms

By accessing our website, requesting a consultation, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.

If you do not agree to these terms, please do not use our website or services.

3. Services Overview

3.1 Core Services

Emerald Elephant Solutions BV provides:

• Executive interim management services
• Strategic business consulting
• Project management and implementation
• Custom software solution development
• Organizational optimization and process improvement

3.2 Service Approach

Our services are characterized by:

• Pragmatic work ethics focused on sustainable solutions
• Privacy and security by default implementation
• Reliable partnership with realistic expectations
• Results-oriented approach to business challenges

3.3 Submitting and confirming through a personal link

Whatever the Client has to submit to us, approve or view goes through a personal link that we send by email. The Client receives no account and no password for this: that is a deliberate choice, so that nobody on the Client's side has to learn a system.

It follows that whoever holds the link can perform the corresponding action. An action performed through a valid link counts between the parties as performed by or on behalf of the Client. The Client ensures that a link only reaches the person it is intended for, does not forward it, and does not place it in a shared mailbox or shared environment.

A link is intended for one action, is issued in the recipient's name and expires on its own. If the Client suspects that a link has reached someone else, the Client tells us; we then revoke the link and issue a new one where needed. For every action we record the IP address it came from and the moment it happened; see our privacy statement.

3.4 Time recording through the link

Hours the Client submits through a personal link are recorded per work package with a single date. Someone who worked on the same work package on several days therefore submits the total against one date.

This is a deliberate simplification and not a shortcoming. It makes no difference to the comparison of hours spent against the recorded baseline: that comparison is made per work package. It does carry through in three places, and the parties are aware of this: at a month boundary hours may fall into the wrong reporting period, a time administration of the Client's own will not reconcile one to one, and a distribution per person per day cannot be derived from it.

If the Client needs a record per day, we will set it up so that their staff book directly in the project environment. That is then the Client's choice and not a condition of ours.

4. Engagement Process

4.1 Initial Consultation

All engagements begin with an initial consultation to understand your requirements and determine project scope. This consultation may or may not be provided at no charge.

4.2 Proposal and Agreement

Following the consultation, we will provide a detailed proposal outlining:

• Scope of work and deliverables
• Timeline and milestones
• Fees and payment terms
• Roles and responsibilities

4.3 Contract Execution

Services commence only after both parties have executed a formal service agreement.

5. Fees and Payment Terms

5.1 Fee Structure

Our fees are determined based on:

• Project scope and complexity
• Required expertise and resources
• Timeline and urgency
• Travel requirements (if applicable)

5.2 Payment Terms

• Payment terms are Net 30 days unless otherwise specified
• Invoices are issued monthly, 4-weekly, or upon milestone completion
• Late payment may result in project suspension
• All fees are exclusive of VAT where applicable

5.3 Expenses

Reasonable expenses incurred in the performance of services will be charged to the client.

6. Intellectual Property Rights

6.1 Client Materials

You retain all rights to your pre-existing materials, data, and intellectual property.

6.2 Deliverables

Upon full payment, you will own the specific deliverables created exclusively for your project, subject to our retained rights in:

• General methodologies and know-how
• Software development not charged separately
• Pre-existing intellectual property
• Tools and frameworks we developed independently

6.3 Software Solutions

For custom software solutions:

• You receive a license to use the software during the agreement term
• Any license terms and fees after termination of the agreement will be specified in the specific agreement
• Source code ownership is determined in the specific agreement
• We retain rights to underlying frameworks and methodologies
• SaaS components remain our property with usage rights licensed to you

7. Confidentiality

7.1 Mutual Confidentiality

Both parties acknowledge they may receive confidential information and agree to:

• Maintain strict confidentiality
• Use information solely for the intended purpose
• Return or destroy confidential information upon request
• Implement appropriate security measures

7.2 Privacy by Default

In line with our core values, we implement privacy and security measures by default in all our processes and deliverables.

8. Limitation of Liability

8.1 Service Limitations

Our services are advisory in nature. Implementation decisions and business outcomes remain your responsibility.

8.2 Liability Cap

Our total liability for any claim arising from our services shall not exceed the total fees paid under the applicable service agreement with a maximum of EUR 50,000.

8.3 Excluded Damages

We shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Business interruption or data loss
• Damages arising from third-party actions

9. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, strikes, or technical failures.

10. Termination

10.1 Termination Rights

Either party may terminate services:

• For convenience with 30 days written notice
• Immediately for material breach after 10 days cure period
• Immediately for insolvency or bankruptcy

10.2 Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• We will deliver completed work products
• Confidentiality obligations continue
• Software licenses may be subject to specific terms

11. Data Protection and Privacy

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including GDPR. By engaging our services, you acknowledge our data processing practices as described in our Privacy Policy.

12. Warranties and Disclaimers

12.1 Our Warranties

We warrant that:

• Services will be performed with professional skill and care
• We have the right and authority to enter into agreements
• Our services will comply with applicable laws

12.2 Disclaimers

Except as expressly stated, all services are provided "as is" without warranties of any kind, express or implied.

13. Governing Law and Disputes

13.1 Governing Law

These Terms of Service are governed by Dutch law.

13.2 Dispute Resolution

Any disputes shall be resolved through:

1. Good faith negotiation
2. Mediation if negotiation fails
3. Arbitration or Dutch court proceedings as a last resort

13.3 Jurisdiction

Dutch courts have exclusive jurisdiction over any legal proceedings.

14. General Provisions

14.1 Entire Agreement

These terms, together with specific service agreements and our Privacy Policy, constitute the entire agreement between the parties.

14.2 Modifications

We may update these terms from time to time. Continued use of our services after changes constitutes acceptance of the updated terms.

14.3 Severability

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Assignment

These terms may not be assigned without written consent, except we may assign to affiliates or in connection with a business transfer.

15. Website Terms

15.1 Acceptable Use

You agree not to use our website to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Distribute malicious software or content
• Attempt unauthorized access to our systems

15.2 Website Availability

We strive to maintain website availability but do not guarantee uninterrupted service.