General terms and conditions
1. Applicability and definitions
1.1 These general terms and conditions (the “Terms”) apply to all offers, assignments, agreements and services of TG Advisory, registered with the Dutch Chamber of Commerce under number 42177765 (“TG Advisory”).
1.2 “Client” means the natural or legal person, acting in the course of a profession or business, who requests an offer from, or enters into an agreement with, TG Advisory. “Assignment” means any agreement under which TG Advisory provides advisory, consulting, interim or related services. “Deliverables” means reports, analyses, presentations, drafts and other materials TG Advisory produces for the Client in an Assignment.
1.3 Deviations from these Terms are valid only if agreed in writing. Where the offer and these Terms conflict, the offer prevails. The Client’s own general terms and conditions do not apply, unless TG Advisory has accepted them in writing.
1.4 These Terms are sent with each offer, before or when the agreement is concluded, and published on tgadvisory.eu.
2. Services
2.1 TG Advisory carries out the Assignment with due care and professionalism. All Assignments are best-efforts obligations; TG Advisory does not guarantee a result.
2.2 TG Advisory determines how, where and when the Assignment is carried out, within the agreed scope and planning.
3. Offers, fees and payment
3.1 Offers are valid for 30 days from their date, unless stated otherwise.
3.2 All fees are exclusive of VAT and other applicable taxes. Travel time, travel and accommodation costs, and other out-of-pocket expenses made for the Assignment are charged in addition where agreed.
3.3 Work outside the scope of the offer is charged in addition, at the agreed rates or, if none were agreed, at TG Advisory’s rates then in force.
3.4 TG Advisory may revise its rates annually, effective 1 January, with at least 30 days’ written notice, unless the offer fixes the rates for a set period.
3.5 The Client pays invoices in euros within 30 days of the invoice date, without deduction, discount or set-off.
3.6 In case of late payment, statutory commercial interest (Article 6:119a of the Dutch Civil Code) is due and the reasonable costs of collection are for the Client’s account. TG Advisory may suspend its services if payment remains outstanding after a written reminder.
4. Confidentiality and independence
4.1 Both parties treat all non-public information of the other party as confidential and use it only for the Assignment. This obligation continues after the Assignment ends. It does not apply to information that is public or that the receiving party lawfully obtained elsewhere. A party may disclose confidential information (a) to the extent required by law or by a binding order of a court or authority, informing the other party first where the law allows, and (b) to the extent necessary, to its professional advisers, insurers and service providers who are bound by confidentiality.
4.2 TG Advisory names the Client as a reference only with the Client’s prior approval, which may be given by email. TG Advisory may describe its experience in a way that does not identify the Client or reveal confidential information.
4.3 TG Advisory may work for other clients, including competitors of the Client, without breaching its confidentiality obligations. TG Advisory assesses actual and potential conflicts of interest before accepting an Assignment. Exclusivity or additional safeguards apply only if TG Advisory and the Client have expressly agreed them in writing for the Assignment concerned. TG Advisory does not use or disclose confidential information of other clients or of former employers in an Assignment, and the Client does not ask it to do so.
5. Nature of the advice
5.1 TG Advisory provides commercial, regulatory, market and strategic advice and related support. TG Advisory is not a law firm and is not admitted as an attorney. Its advice, including on regulation, contracts or compliance, is not legal advice and does not replace the advice of a qualified lawyer. The Client is responsible for obtaining legal, tax, accounting, technical and investment advice from appropriate professionals where needed.
5.2 Advice reflects the applicable regulation, market information and facts known to TG Advisory on the date it is given. Forecasts, scenarios and estimates are inherently uncertain and are not guarantees of future events.
5.3 TG Advisory’s Deliverables are prepared for the Client’s own use and the purposes in Article 6.2. No third party, including recipients under Article 6.2, may rely on them, and the Client informs such recipients accordingly.
5.4 TG Advisory does not act as the Client’s legal representative and has no authority to bind the Client, unless agreed in writing.
6. Intellectual property
6.1 All intellectual property rights in the Deliverables and in the methods, models, templates and know-how that TG Advisory uses or develops remain with TG Advisory, unless agreed otherwise in writing.
6.2 The Client receives a non-exclusive licence to use the Deliverables for its own internal business purposes and for the purpose stated in the Assignment, including by its affiliated companies, and may share them, for information only and subject to confidentiality, with its advisers, financiers, investors, project partners and authorities where reasonably necessary for that purpose.
7. Data protection and digital tools
7.1 Each party complies with applicable data protection law, including Regulation (EU) 2016/679 (General Data Protection Regulation). TG Advisory processes personal data as an independent controller, limited to business contact details and what it needs to carry out the Assignment. If TG Advisory is to process personal data on the Client’s behalf as a processor, the parties first conclude a data processing agreement.
7.2 TG Advisory may use digital tools and services, including email, cloud storage and software, which it selects with due care and uses consistently with Article 4, applying reasonable technical and organisational security measures.
7.3 Unless agreed otherwise, messages are sent unencrypted. TG Advisory is not liable for loss of data or unauthorised access during transmission or in third-party systems, provided it has taken reasonable care.
8. Liability
8.1 TG Advisory’s total liability for any claim arising from or related to an Assignment is limited to the total fees (excluding VAT) paid or payable by the Client for the Assignment from which the liability arises.
8.2 TG Advisory is not liable for indirect or consequential damage (such as loss of profit, business interruption or loss of data), or for damage caused by incorrect or incomplete information provided by the Client.
8.3 The limitations in this Article 8 do not apply to damage caused by TG Advisory’s intent or deliberate recklessness (opzet of bewuste roekeloosheid), or to liability that cannot be limited by law.
9. Force majeure
9.1 Neither party is liable for delays or non-performance (other than payment) caused by circumstances beyond its reasonable control, including natural disasters, illness or incapacity of the individual performing the Assignment, strikes, cyberattacks, failure of third-party services and governmental measures. A party relying on this Article notifies the other party without delay.
10. Termination
10.1 An Assignment runs for the period stated in the offer. If none is stated, it runs until the work is completed. An Assignment for an indefinite period can be terminated by either party in writing with 30 days’ notice, effective at the end of a calendar month, unless the offer states otherwise.
10.2 Each party may terminate the Assignment in writing with immediate effect if the other party materially breaches its obligations and fails to remedy the breach within a reasonable period after written notice, or is declared bankrupt or granted suspension of payments. TG Advisory may also terminate for other important reasons, such as a conflict of interest or a legal or compliance constraint that was not known when the offer was made, or a serious loss of trust. TG Advisory then informs the Client without delay and cooperates in a reasonable handover.
10.3 On termination, the Client pays all outstanding invoices and for the work performed and costs incurred up to the date of termination, including the reasonable work needed to hand over the Assignment.
11. Governing law and jurisdiction
11.1 All agreements and disputes between TG Advisory and the Client, contractual and non-contractual, are governed by Dutch law.
11.2 Any dispute is submitted exclusively, in first instance, to the competent court in Utrecht, the Netherlands.
12. Amendments and entry into force
12.1 TG Advisory may amend these Terms. The version in force when the Assignment was agreed applies to that Assignment, unless the Client agrees to the amended version.
12.2 These Terms come into force on 2 November 2026.