Company details and service identity
The contracting party is Altroverso VOF, a Dutch general partnership registered with the Chamber of Commerce under number 56530021. Its VAT number is NL852171936B01 and its BECON number is 746393.
On this website, Altroverso VOF trades as 4URight. The Pavan Geraedts trading identity operates separately at pgadviseurs.nl. Both share the same legal entity, founders, partners, KVK and VAT numbers; office addresses differ.
4URight office: De Stuwdam 33–35, 3815 KM Amersfoort, the Netherlands. Pavan Geraedts business address: Rigaweg 9, 3825 PP Amersfoort, the Netherlands.
A reference to 4URight means services delivered through the 4URight trading identity unless a written mandate expressly identifies another contracting party.
Introduction
4URight is the accessible rights practice for freelancers, creators, artists and small digital businesses, trading as part of Altroverso VOF. Pavan Geraedts is the sibling trading identity for fiscal advice, juridical advice and business mediation at pgadviseurs.nl.
These General Terms and Conditions establish the common legal framework for those services. The precise professional role, scope, intended result, timetable and fee basis of each engagement are stated in the Order Confirmation. Business mediation is additionally governed by a separate Mediation Agreement signed by the mediator and all Participants.
These Terms are intended for business engagements. Please read an Order Confirmation, Mediation Agreement or other engagement document carefully before accepting it. If anything is unclear, ask before work begins.
Article 1. Definitions
In these Terms:
1.1 Agreement means:
1.2 Authorised Contact means a person whom the Client identifies as authorised to instruct Pavan Geraedts, approve work, receive information or make decisions within stated limits.
1.3 Business Day means a day other than Saturday, Sunday or an official public holiday in the Netherlands.
1.4 Client means the legal entity, or natural person acting for purposes predominantly connected with that person's trade, business or profession, identified as client in the Order Confirmation.
1.5 Client Materials means the information, records, data, documents, systems, access rights, physical materials and instructions provided by or on behalf of the Client.
1.6 Confidential Information means non-public information disclosed or created in connection with an Agreement that is confidential by its nature or the circumstances, including Client Materials, personal data, commercial information, tax information, legal positions, business plans, credentials, trade secrets, transaction information, mediation information and Pavan Geraedts working methods.
1.7 Deliverable means a final output expressly required by the Order Confirmation.
1.8 DPA means a data processing agreement satisfying Article 28 GDPR where Pavan Geraedts processes personal data on behalf of the Client as a processor.
1.9 Mediation Agreement means the separate agreement signed by the mediator and all mediation participants before substantive mediation begins.
1.10 Order Confirmation means the accepted quotation, engagement confirmation, statement of work, mediation proposal or other written document that identifies the contracting party, the professional role and the specific Services. A power of attorney or representation mandate is not an Order Confirmation and does not by itself create or extend an engagement.
1.11 Participant means a person or organisation that signs a Mediation Agreement and participates in a business mediation conducted by Pavan Geraedts.
1.12 Services means the professional services expressly accepted in the Order Confirmation, including an agreed written change.
1.13 Terms means this version of the Pavan Geraedts General Terms and Conditions.
1.14 Third-Party Professional means an independent advocate, civil-law notary, statutory auditor, accountant, regulated valuer, patent attorney, trademark specialist, employment specialist, pension adviser, financial adviser, technical expert, forensic expert or other external professional.
1.15 For business mediation, references in these Terms to the Client are read as references to each Participant where the context concerns that Participant's acceptance, information, confidentiality, personal data, payment, liability, notices, termination or dispute obligations. This does not make Pavan Geraedts or the mediator the adviser or representative of a Participant and does not create joint and several liability between Participants unless this is expressly agreed in writing.
for Services other than business mediation, the contract between Pavan Geraedts and the Client, consisting of the accepted Order Confirmation, these Terms and every schedule expressly incorporated into the Order Confirmation; and
for business mediation, the contract between Pavan Geraedts and the Participants, consisting of the accepted mediation proposal or quotation, the Mediation Agreement, these Terms and every schedule expressly incorporated into either document.
Article 2. Pavan Geraedts and the contracting Client
2.1 Altroverso VOF is the statutory name of the company registered in the Dutch Trade Register under Chamber of Commerce number 56530021. On this website it trades as 4URight. The Pavan Geraedts trading identity of the same legal entity operates separately at pgadviseurs.nl. Altroverso VOF is the contracting party for Services accepted under these Terms through the 4URight identity unless a written mandate expressly identifies another contracting party. References in these Terms to "4URight" mean services delivered through that trading identity. References to "Pavan Geraedts" mean the separate Pavan Geraedts trading identity of Altroverso VOF where the context requires it.
2.2 An Agreement is made only with the Client identified in the Order Confirmation. A shareholder, director, employee, group company, investor, financier, adviser, family member, customer, supplier or other person does not become a client or obtain a right to rely on the Services merely because that person is involved, receives information or pays an invoice.
2.3 Where more than one person or organisation is intended to be a Client, each must be identified expressly. Pavan Geraedts may require separate Order Confirmations where interests, confidentiality or responsibilities differ.
2.4 Payment by a third party does not make that payer the Client and does not give the payer rights to instructions, information, Deliverables or refunds.
2.5 These Terms are intended for business clients. The status of a director, shareholder, guarantor or ultimate beneficial owner does not by itself establish that an individual acts for a business purpose. Pavan Geraedts will not knowingly use these Terms for a person acting primarily outside a trade, business or profession. If mandatory consumer law nevertheless applies, that law prevails over a conflicting provision.
2.6 Every instruction is accepted and performed exclusively by Pavan Geraedts, including where the Client expects work by a particular professional. No partner, employee or other person involved becomes a separate contracting party merely through that involvement.
2.7 In business mediation, every person or organisation signing the Mediation Agreement is a Participant and a contracting party for the neutral mediation service. No Participant is a represented client in relation to the dispute. Payment by one Participant does not give that Participant authority over another Participant, control of the process or access to another Participant's confidential communication.
Article 3. Application and provision of the Terms
3.1 These Terms apply when an Order Confirmation or Mediation Agreement refers to them or the relevant contracting party otherwise accepts them expressly as part of an Agreement.
3.2 Pavan Geraedts will provide the Terms before or when the Agreement is concluded in a form each contracting party can save and reproduce. Each contracting party should retain the supplied PDF or electronic copy.
3.3 Publication on the Pavan Geraedts website or filing with the Chamber of Commerce or a court supports availability and evidence of the text but does not replace timely provision and incorporation into the Agreement.
3.4 The Client's purchasing conditions or other general terms are excluded unless Pavan Geraedts accepts identified provisions expressly in writing.
3.5 The version accepted with an Agreement remains applicable to that Agreement. A later website version does not automatically replace it.
Article 4. Formation, authority and electronic acceptance
4.1 A proposal may be subject to conflict, identity, authority, Wwft, sanctions or other stated client-acceptance checks. Pavan Geraedts is not required to begin work until the applicable checks are completed satisfactorily.
4.2 Unless the proposal states another period, it expires 30 days after its date. Pavan Geraedts may revoke it before acceptance only where the proposal is expressly identified as revocable or without obligation and Dutch law permits revocation.
4.3 An Agreement for Services other than business mediation is formed when:
4.4 An Agreement for business mediation is formed only when the mediator and all Participants have signed the Mediation Agreement and the commercial arrangements in the accepted mediation proposal or quotation have been confirmed. Unless the Mediation Agreement expressly states otherwise, substantive mediation does not begin before both conditions are satisfied.
4.5 A person accepting or instructing for a Client confirms that the person has sufficient authority. Pavan Geraedts may request evidence of authority at any time.
4.6 Electronic signatures and electronic acceptance may be used where the method is appropriate to the document, parties and risk. A notarial deed, qualified signature or another prescribed form remains required where law demands it.
4.7 A mandate to advise does not by itself create a power of attorney. Representation, signing, filing or communication in the Client's name requires an express written authority acceptable to Pavan Geraedts and any receiving authority.
4.8 A power of attorney or representation mandate establishes authority only within its wording. It does not by itself oblige Pavan Geraedts to accept a matter, filing, appearance or deadline and does not alter the scope, timing or fees stated in the Order Confirmation. A court, authority, registry, bank or other recipient may require its own form, recent corporate documents, proof of identity or matter-specific authority.
the parties sign the Order Confirmation;
the Client accepts it through the stated reliable electronic method and Pavan Geraedts confirms acceptance;
Pavan Geraedts confirms the Client's order in writing; or
the Client expressly asks Pavan Geraedts to begin time-sensitive work after receiving the Order Confirmation and these Terms, and Pavan Geraedts confirms that it has accepted that work.
Article 5. Contract documents and precedence
5.1 Each contract document governs its stated subject:
5.2 If a direct conflict remains, a later document signed by the affected parties prevails only to the extent that it expressly identifies the provision or subject it changes. A document does not expand the function assigned to it in Article 5.1 merely because it is signed later.
5.3 Website pages, introductory conversations, examples, estimates and marketing descriptions do not expand the accepted Services or create a guarantee.
5.4 An amendment to an Agreement must be accepted in writing by authorised representatives. A reliable electronic record is sufficient unless law requires another form.
the Order Confirmation governs the professional role, scope, intended result, timetable, fees and commercial arrangements;
for business mediation, the Mediation Agreement governs the appointment of the mediator, impartiality, participation, process, confidentiality and ending of the mediation;
a power of attorney or representation mandate governs external authority only and does not define the engagement;
the DPA governs processing performed by Pavan Geraedts as processor;
a service-specific schedule governs its identified technical or operational subject; and
these Terms provide the general legal framework.
Article 6. Scope, assumptions and changes
6.1 Pavan Geraedts will perform the Services described in the Order Confirmation. Work not identified there is outside scope.
6.2 The Order Confirmation should state the matter, professional capacity, intended result, included work, exclusions, assumptions, Deliverables, Client dependencies, timing and fees.
6.3 Advice or discussion concerning a subject does not automatically include implementation, drafting, negotiation, filing, objection, litigation, monitoring, updating or representation.
6.4 Either party may propose a change. Pavan Geraedts is not required to begin changed or additional work until the parties agree its effect on responsibility, timing, fees, data and Deliverables.
6.5 If an assumption proves incorrect, material information was omitted, the Client's position materially changes or a new rule or third-party requirement affects the work, Pavan Geraedts may qualify existing advice, revise the timetable and propose a scope change.
6.6 Advice is current for the facts and law relevant at the time it is given. Pavan Geraedts does not monitor later legal, tax, regulatory, commercial or factual changes unless continuing monitoring is expressly included.
Article 7. Professional standard and nature of obligations
7.1 Pavan Geraedts will perform the accepted Services with the reasonable skill and care expected from a competent professional acting in the capacity identified in the Order Confirmation.
7.2 Pavan Geraedts undertakes an obligation of reasonable professional effort, not a guarantee of a fiscal, juridical, mediation, regulatory, transaction or commercial result.
7.3 Pavan Geraedts will exercise independent professional judgement, explain material assumptions and limitations, and bring a material inconsistency discovered within scope to the Client's attention.
7.4 The Client remains responsible for its company, decisions, factual statements, governance, risk acceptance, commercial choices, implementation and compliance with duties imposed directly on it.
7.5 Advice may involve uncertainty, competing interpretations or a difference of opinion with a counterparty, authority, regulator, court or other professional. The existence of such a difference does not by itself establish a failure by Pavan Geraedts.
7.6 No Deliverable or advice may be treated as a certification, statutory audit opinion, formal assurance opinion, independent valuation, investment recommendation or guarantee unless a separately authorised professional expressly issues that conclusion under a separate engagement.
Article 8. Fiscal Advice and Tax Matters
8.1 Where the Order Confirmation identifies fiscal services, Pavan Geraedts acts as fiscal adviser or belastingconsulent for the stated business matter.
8.2 Fiscal Services may include Dutch business-tax advice, tax-position analysis, preparation or review of business tax returns, correspondence with the Dutch Tax Administration, objection and tax-procedure support, transaction-tax analysis and related documentation. Only the Services stated in the Order Confirmation are included.
8.3 The BECON number identifies Pavan Geraedts as a registered tax intermediary for relevant Dutch Tax Administration processes. It is not a protected professional licence, approval of each tax position or guarantee of an outcome.
8.4 A filing, request, objection, appeal, response or other tax communication is Pavan Geraedts's responsibility only if the Order Confirmation:
8.5 The Client must review and approve a tax return, position or representation before it is issued in the Client's name. Approval confirms that the underlying facts and figures supplied by or for the Client are complete and accurate to the best of the Client's knowledge. Approval does not transfer Pavan Geraedts's responsibility for its own professional work.
8.6 Pavan Geraedts may rely on the Client's administration and factual information unless verification is expressly included or a material inconsistency becomes apparent.
8.7 Taxes lawfully due remain the Client's responsibility. Pavan Geraedts is responsible for avoidable interest, penalties or costs only to the extent they are direct loss caused by an attributable failure concerning a responsibility Pavan Geraedts expressly accepted, subject to Article 33.
8.8 Pavan Geraedts does not provide private wealth management, investment management or personal financial planning under these business Terms. A personal tax question for a director, shareholder or ultimate beneficial owner is included only when a separate Order Confirmation identifies that individual as Client and states the work.
identifies the submission or category of submission;
allocates the deadline to Pavan Geraedts;
identifies the information and approval required from the Client; and
records any required power of attorney, portal authorisation or representation authority.
Article 9. Juridical Advice and Contracts
9.1 Where the Order Confirmation identifies juridical services, Pavan Geraedts acts as a juridical adviser or juridisch adviseur for the stated matter.
9.2 Juridical Services may include business juridical and regulatory advice, regulatory interpretation, contract drafting and review, terms and conditions, commercial obligations, governance documents, delegated authorities, shareholder and board documentation, digital and data advice, intellectual-property agreements, negotiations, administrative objections and transaction support.
9.3 Pavan Geraedts does not hold itself out as an advocaat, civil-law notary or another protected professional unless a specifically identified person with that verified status is separately engaged in that capacity.
9.4 Pavan Geraedts does not perform work reserved by law to an advocate, civil-law notary, bailiff, statutory auditor, patent attorney or another authorised profession.
9.5 Pavan Geraedts may represent or assist a Client in an administrative objection, tax procedure, proceeding before the kantonrechter or another process only where:
The relevant court, authority or procedure determines whether non-advocate representation is permitted and may require its own form or additional evidence of authority.
9.6 If an advocate becomes required or professionally appropriate, Pavan Geraedts may coordinate transfer or cooperation. Pavan Geraedts does not remain responsible for reserved litigation work performed by that advocate.
9.7 A contract draft reflects the instructions, information and negotiating position available at the time. The Client decides whether to accept commercial terms and must disclose side agreements or later changes that may alter the effect of the draft.
9.8 Advice on another jurisdiction requires an appropriately qualified local professional unless the Order Confirmation expressly and lawfully states otherwise.
representation by a non-advocate is legally permitted;
the Order Confirmation expressly includes the work;
Pavan Geraedts accepts the specific procedure and deadline in writing; and
the Client supplies a satisfactory power of attorney and the required information.
Article 10. Business Mediation
10.1 Pavan Geraedts provides business mediation only under a separate Mediation Agreement signed by the mediator and all Participants.
10.2 The mediator is independent and impartial. The mediator facilitates communication, assists Participants in identifying interests and supports their own negotiation. The mediator does not decide the matter, impose a solution, determine who is right or guarantee settlement.
10.3 Participation is voluntary. A Participant may end participation, and the mediator may end or pause the mediation where continued mediation is no longer appropriate, safe, lawful or consistent with impartiality.
10.4 Before mediation begins, Pavan Geraedts will consider prior professional relationships, conflicts and circumstances that may reasonably affect impartiality. A disclosed circumstance may be accepted only where the mediator considers the role professionally appropriate and all affected Participants give informed written consent.
10.5 While acting as mediator, Pavan Geraedts and the appointed mediator do not act as juridical adviser, fiscal adviser, advocate or representative for any Participant in that dispute.
10.6 The mediator may provide neutral process information or identify a point on which independent advice is advisable. The mediator does not provide one Participant with private substantive advice against another Participant.
10.7 Each Participant remains responsible for obtaining independent juridical, fiscal, financial or other advice before signing a proposed settlement or taking another binding decision.
10.8 Mediation communications are confidential to the extent stated in the Mediation Agreement and permitted by law. Every Participant, adviser, interpreter or other attendee must accept the applicable confidentiality conditions before participating.
10.9 No Participant may call the mediator or Pavan Geraedts as a witness, demand mediation notes or use statements made solely for mediation in later proceedings, except where mandatory law or the Mediation Agreement provides otherwise. Whether a court or authority will uphold a confidentiality claim remains a matter of applicable law.
10.10 The mediator may hold separate conversations with Participants. Information received separately is not shared without permission, except where disclosure is legally required or necessary to address an immediate serious safety concern within the limits of law.
10.11 A mediation proposal, discussion note or draft is not binding. An agreement becomes binding only when the relevant Participants sign a final settlement or other final agreement, unless mandatory law prescribes another form.
10.12 Pavan Geraedts may record the Participants' agreed wording or coordinate professional drafting. This neutral drafting does not make Pavan Geraedts adviser to an individual Participant.
10.13 After acting as mediator, Pavan Geraedts will not advise or represent one Participant against another in the same dispute or a materially connected matter, unless the Mediation Agreement and applicable professional standards clearly permit a limited neutral role accepted by all Participants.
10.14 Fees, deposits, cancellation arrangements, invoicing and the division of costs between Participants are stated in the accepted mediation proposal or quotation. Unless expressly agreed otherwise, each Participant owes only the share allocated to that Participant. Payment by one Participant does not give that Participant control over the process or access to another Participant's confidential communication.
10.15 Pavan Geraedts does not enforce the settlement, collect settlement payments or hold money, shares, documents or other assets in escrow for the Participants.
Article 11. Company Structure and Governance
11.1 Pavan Geraedts may advise on legal form, ownership, shareholder arrangements, governance documents, board and shareholder decisions, mandates, delegated authority, group relationships and company procedures within the agreed scope.
11.2 The Client's authorised corporate bodies remain responsible for adopting decisions and ensuring that legal, statutory and internal approval requirements are satisfied.
11.3 Where a notarial deed, filing, corporate-secretarial act, statutory audit or regulated opinion is required, the appropriate Third-Party Professional or authority performs that act.
11.4 Pavan Geraedts may prepare draft resolutions, records and decision materials. The Client is responsible for ensuring that meetings, voting, conflicts, consultation and signing occur through the authorised procedure.
Article 12. Digital, Data and Intellectual Property
12.1 Pavan Geraedts may advise on privacy and data governance, AI and digital regulation, websites, platforms, software, SaaS, digital suppliers, copyright, licensing, trademarks, brand use, image rights, portrait rights and connected agreements within the stated scope.
12.2 Pavan Geraedts provides juridical and business advice. It does not perform penetration testing, managed cybersecurity, source-code audit, security monitoring, digital forensics or technical incident containment unless a separately qualified specialist is engaged.
12.3 Advice concerning intellectual property distinguishes ownership, authorship, assignment, licence, consent, registration and other permissions. Pavan Geraedts does not guarantee that a right exists, is registrable, is enforceable or does not conflict with a third-party right.
12.4 Formal trademark, design or patent searches, applications, prosecution and representation are coordinated with the appropriate registry or specialist where required.
12.5 Advice concerning GDPR, AI or digital regulation depends on the Client's actual role, system, purpose, information and affected people. Pavan Geraedts does not certify that a company, system or website is universally compliant or secure.
12.6 A privacy notice, consent form, AI policy, website term or other document is not effective merely because it exists. The Client remains responsible for operating the activity consistently with the adopted document and advice.
Article 13. Transactions and Business Change
13.1 Pavan Geraedts may advise on acquisitions, business sales, investments, shareholder changes, succession, due diligence, restructuring, legal-form changes, transaction documents, completion and post-transaction implementation within the agreed scope.
13.2 Due diligence is a scoped investigation based on the available information, access, materiality and time. It reduces uncertainty but does not establish that every liability, defect, omission, fraud or future event has been identified.
13.3 Pavan Geraedts may explain the relevance of findings to structure, conditions, warranties, indemnities, price assumptions and implementation. The Client decides whether to proceed and on which commercial terms.
13.4 Pavan Geraedts is not engaged as a business broker, investment firm, lender, statutory auditor or independent valuer. A valuation, fairness opinion, audit opinion, financing commitment or investment recommendation requires the appropriate specialist.
13.5 A transfer of shares in a Dutch BV or NV and other acts requiring a notarial deed are completed by a civil-law notary. Pavan Geraedts may coordinate the wider process but does not perform the notarial act.
13.6 Competition, investment-screening, employee-transfer, works-council, pension, regulated-sector, environmental, real-estate and foreign-law matters require specialist input where applicable.
13.7 Signing and completion may be separate. Pavan Geraedts is responsible for a completion condition, filing or post-completion action only if the Order Confirmation or an agreed completion list assigns it expressly.
Article 14. Instructions, Authorised Contacts and Client decisions
14.1 The Client will identify its Authorised Contacts and any limits on their authority.
14.2 Pavan Geraedts may rely on an instruction that reasonably appears to come from an Authorised Contact unless Pavan Geraedts knows or should reasonably know that it is unauthorised or materially inconsistent.
14.3 Pavan Geraedts may request confirmation from the board, shareholder, another corporate body or the Client itself where an instruction is unusual, material, conflicted or outside the stated authority.
14.4 The Client must inform Pavan Geraedts promptly when an Authorised Contact changes or access must be withdrawn.
14.5 Pavan Geraedts does not make a corporate, commercial, investment, tax-election or settlement decision for the Client unless law and the Agreement expressly provide otherwise. Advice supports the decision; it does not replace the authorised decision-maker.
Article 15. Client responsibilities
15.1 The Client will:
15.2 Pavan Geraedts may rely on Client Materials without independently verifying every fact unless verification is expressly included.
15.3 If Pavan Geraedts identifies a material inconsistency, it may request clarification, qualify the advice, pause affected work or propose additional review.
15.4 The Client bears reasonable additional cost and delay caused by inaccurate, incomplete, unlawful or late information to the extent Pavan Geraedts could not reasonably prevent the consequence.
15.5 The Client will not instruct Pavan Geraedts to backdate, falsify, conceal, improperly destroy or misleadingly alter a tax, legal, corporate, employment, transaction, digital or other business record.
provide timely, complete, accurate and lawfully obtained Client Materials;
disclose relevant deadlines, disputes, investigations, conflicts, side agreements, incidents and known gaps;
provide access to responsible personnel, systems, premises and advisers where agreed;
review questions and Deliverables without unreasonable delay;
make and document decisions assigned to the Client;
verify factual statements, figures, filings and representations issued in its name;
obtain permissions, notices, consents and legal bases required for Pavan Geraedts to receive and use Client Materials;
maintain its own statutory records, backups and business continuity;
implement agreed actions assigned to it; and
comply with the laws and duties that apply directly to it.
Article 16. Deadlines, filings and proceedings
16.1 A deadline is accepted by Pavan Geraedts only when the Order Confirmation or later written confirmation identifies:
16.2 A power of attorney or representation mandate evidences authority; it does not by itself constitute Pavan Geraedts's acceptance of a matter, filing, appearance or deadline.
16.3 A website enquiry, introductory conversation, forwarding of correspondence or discussion of a date does not constitute acceptance of a deadline.
16.4 The Client must provide required information and approval sufficiently before an accepted deadline. Pavan Geraedts is not responsible for delay caused by late or materially defective Client input, lack of authority or an external system beyond its reasonable control.
16.5 Pavan Geraedts will inform the Client promptly if an accepted deadline becomes materially at risk.
16.6 Unless the Order Confirmation states otherwise, dates for advice and Deliverables are reasonable targets rather than strict deadlines.
the precise action or submission;
the due date and its source;
the information and approval required from the Client; and
Pavan Geraedts as responsible for that action.
Article 17. Conflicts, multiple interests and professional role
17.1 Pavan Geraedts will consider conflicts before accepting an Agreement and throughout its performance.
17.2 The Client will disclose known relationships and interests that may affect Pavan Geraedts's independence, confidentiality or ability to act.
17.3 Pavan Geraedts advises the identified Client. It does not owe the same professional duty to every director, shareholder, group company or counterparty affected by the matter.
17.4 Pavan Geraedts may act for related parties only where the scope, shared interest, information access and conflict consequences are recorded and professionally manageable.
17.5 If interests diverge materially, Pavan Geraedts may limit, pause or terminate the affected work and recommend independent advice. Confidential Information obtained from one Client will not be disclosed to another without authority or legal basis.
17.6 Pavan Geraedts may act for other clients in the same industry provided it protects Confidential Information and no unmanageable conflict exists.
Article 18. Confidentiality and absence of advocate privilege
18.1 Each party will protect the other's Confidential Information with at least reasonable care and use it only to perform, receive, administer or enforce the Agreement.
18.2 Confidential Information may be disclosed to employees, subcontractors and professional advisers who need it for the Agreement and are subject to appropriate confidentiality duties.
18.3 Confidentiality does not apply to information the receiving party can demonstrate:
18.4 A party may disclose information where law, a regulator or a binding order requires it. Where legally permitted, that party will give notice, limit disclosure to what is required and reasonably support protective measures.
18.5 Pavan Geraedts acts as a confidential professional adviser. This contractual confidentiality does not create or guarantee an advocate's statutory professional secrecy, legal professional privilege or right of non-disclosure.
18.6 If advocate privilege is important, the Client should involve an advocate before sensitive communications are structured. The involvement of an advocate does not automatically make all Pavan Geraedts communications privileged.
18.7 General confidentiality continues for five years after the Agreement ends. Trade secrets, personal data and mediation information remain protected for as long as their nature, the Mediation Agreement or applicable law requires.
18.8 Pavan Geraedts will not use the Client's name, logo, matter or testimonial publicly without prior permission.
is public without breach;
was lawfully known without restriction;
was independently developed without use of the other party's information; or
was lawfully received from a third party without confidentiality restriction.
Article 19. Client acceptance, Wwft, sanctions and mandatory disclosure
19.1 Pavan Geraedts may perform identity, authority, UBO, conflict, sanctions and integrity checks before and during an engagement.
19.2 Where the Wwft applies, Pavan Geraedts will perform the legally required risk-based client due diligence and monitoring. This may include verification of the Client, representatives and ultimate beneficial owners; politically exposed person checks; understanding the purpose and intended nature of the relationship; and questions about ownership, transactions and source of funds.
19.3 The Client will provide accurate information and documents reasonably required for those checks and notify Pavan Geraedts of a material change.
19.4 Pavan Geraedts may not begin or continue Services if required due diligence cannot be completed, a sanctions prohibition applies or the integrity risk cannot responsibly be accepted.
19.5 Where the Wwft or another law requires a report, Pavan Geraedts may report an unusual transaction or other information to FIU-Netherlands or another competent authority. Law may prohibit Pavan Geraedts from informing the Client that a report is made or considered.
19.6 Where DAC6 or another mandatory-disclosure rule may apply, the Order Confirmation should allocate responsibility for assessment and reporting. A contractual allocation does not remove a statutory duty imposed directly on a party or intermediary.
19.7 Pavan Geraedts may refuse an unlawful instruction, pause work, preserve relevant records and obtain independent legal advice.
19.8 Nothing in this Article creates a universal duty to report every suspicion or allegation. Disclosure occurs where a specific legal duty, authority or binding order applies.
Article 20. Personal data
20.1 Each party will comply with the GDPR, the Dutch GDPR Implementation Act and other applicable data-protection law for processing under the Agreement.
20.2 Pavan Geraedts ordinarily acts as an independent controller for client acceptance, conflicts, Wwft and sanctions compliance, professional files, its own advice records, security, engagement administration, invoicing, legal compliance and dispute defence.
20.3 Pavan Geraedts acts as processor only where it processes personal data solely on the Client's documented instructions for an agreed service. The parties will conclude a DPA before such processing begins.
20.4 The DPA must address the processing subject, duration, purpose, data categories, data subjects, instructions, confidentiality, security, subprocessors, transfers, assistance, audits, incidents and return or deletion.
20.5 The Client is responsible for the lawfulness, fairness, transparency and legal basis of instructions it gives as controller.
20.6 Pavan Geraedts will use technical and organisational measures appropriate to the processing and risk. No system or measure eliminates every security risk.
20.7 If Pavan Geraedts becomes aware of a personal-data breach affecting data it processes for the Client as processor, it will notify the Client without undue delay and provide reasonably available information needed for the Client's assessment.
20.8 Special-category data, criminal-offence data, BSN numbers, detailed employee information and other highly sensitive material may be provided only where necessary, lawful and transferred through an agreed route.
20.9 The Pavan Geraedts Privacy Manifesto explains processing for Pavan Geraedts's own purposes. It does not replace a DPA where Article 28 GDPR applies.
Article 21. Digital communications, systems and AI-assisted tools
21.1 The parties may communicate and exchange documents through the channels identified in the Order Confirmation or reasonably used during the engagement.
21.2 Each party is responsible for the security of systems, accounts and credentials it controls.
21.3 The Client will not send passwords, shared credentials or unnecessary sensitive data by ordinary email. Where sensitive material is needed, the parties will agree an appropriate transfer route.
21.4 Pavan Geraedts may use reputable hosting, communication, signing, document, research, workflow and professional software providers, subject to confidentiality, data-protection and security requirements.
21.5 Pavan Geraedts may use AI-assisted or automated tools for research support, classification, extraction, comparison, translation or drafting where appropriate safeguards and human professional review are applied.
21.6 Pavan Geraedts remains responsible for the agreed professional review of its final work. It will not issue solely automated advice or make a solely automated decision in the Client's name that produces legal or similarly significant effects.
21.7 Confidential or personal Client Materials will not be entered into an external AI service unless its use is consistent with the Agreement, applicable data roles, confidentiality, security and any required subprocessor or transfer arrangements.
21.8 Electronic transmission carries residual risks, including delay, interception, corruption and misdirection. Each party will promptly report a suspected compromise affecting the engagement.
Article 22. Client Materials and records
22.1 The Client retains ownership of Client Materials.
22.2 The Client grants Pavan Geraedts a non-exclusive right to receive, copy, organise, analyse and transform Client Materials only as reasonably necessary for the Agreement, professional administration and legal protection.
22.3 The Client remains responsible for statutory record retention and must not treat Pavan Geraedts as its only archive unless a separate archiving service is expressly agreed.
22.4 Pavan Geraedts may preserve source references, version history, status and working records needed to explain its professional work.
22.5 Corrections to historical records must remain distinguishable from the original where an honest legal, fiscal, corporate or evidential history requires it.
22.6 Pavan Geraedts does not certify authenticity, completeness or chain of custody merely by receiving, scanning, organising or reviewing a document.
Article 23. On-site work and physical materials
23.1 Where Services are performed at a Client or third-party location, the Client will provide safe access, relevant local rules, suitable working conditions and an available contact person.
23.2 Physical originals remain the Client's property. Removal, transport, scanning, storage, return or destruction requires an agreed instruction. Pavan Geraedts will not destroy an original without specific written authority.
23.3 The Client will identify hazardous, fragile, privileged, export-controlled or legally restricted material before Pavan Geraedts handles it.
23.4 Certified copying, forensic handling, formal e-discovery and legally controlled chains of custody require a separately defined process and, where necessary, a qualified specialist.
Article 24. Personnel, subcontractors and independent professionals
24.1 Pavan Geraedts may use suitably competent employees and subcontractors to perform the Services. Pavan Geraedts remains responsible for their performance to the same extent as for its own performance.
24.2 Pavan Geraedts may replace an individual with a reasonably suitable professional, taking continuity, expertise and conflicts into account.
24.3 Pavan Geraedts may recommend or coordinate a Third-Party Professional. If that professional contracts directly with the Client, the professional is responsible for their own work, duties, fees and insurance.
24.4 Pavan Geraedts is not liable for the independent acts or omissions of a Third-Party Professional engaged directly by the Client. Pavan Geraedts remains responsible for reasonable care in a recommendation where selection itself is an accepted Service.
24.5 Fees and terms of a Third-Party Professional are separate unless the Order Confirmation expressly states otherwise.
24.6 Pavan Geraedts will disclose a material referral fee or conflict relating to a recommended professional.
24.7 To the extent legally permitted, Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code do not apply. Pavan Geraedts may allocate or replace personnel in accordance with this Article while remaining responsible as the contracting party.
Article 25. No custody, escrow or third-party collection
25.1 Pavan Geraedts does not operate a client-money account, escrow account or third-party funds foundation.
25.2 Pavan Geraedts will not receive, hold, transfer, administer or distribute purchase prices, investments, settlement amounts, tax funds, deposits, dividends, wages or other money for the Client or a third party.
25.3 Pavan Geraedts does not provide debt-collection or incasso services for third-party claims.
25.4 Articles 25.1 to 25.3 do not prevent Pavan Geraedts from receiving payment of its own invoices, requiring a fee deposit, receiving reimbursement of agreed costs or pursuing its own unpaid claim.
25.5 Where money or assets must be held or transferred as part of a transaction or settlement, the parties must use a civil-law notary, bank, bailiff, advocate's third-party account or another appropriately authorised provider.
Article 26. Delivery, drafts and Client review
26.1 Pavan Geraedts will deliver a Deliverable through the agreed or otherwise reasonable channel.
26.2 Drafts, working observations, meeting notes and preliminary views may change and must not be treated as final unless clearly marked final.
26.3 The Client will review a Deliverable promptly and provide sufficient detail about a suspected material error or failure.
26.4 If acceptance criteria are stated, the Client should report a material failure within 10 Business Days after delivery. A later report remains subject to applicable Dutch law, but delay may affect Pavan Geraedts's ability to investigate or correct.
26.5 Pavan Geraedts will have a reasonable opportunity to correct a remediable failure within scope. Correction does not include new instructions, later facts, changed commercial preferences or a change in law.
26.6 Final delivery does not include continuous updating unless the Order Confirmation states otherwise.
Article 27. Intellectual property and permitted use
27.1 Each party retains intellectual property it owned or developed independently before the Agreement.
27.2 The Client retains ownership of Client Materials, company facts, business records and rights the Client already owns.
27.3 Pavan Geraedts retains ownership of its reusable methods, structures, models, taxonomies, templates, clauses, know-how, software, workflows and improvements that do not disclose Client Confidential Information.
27.4 Unless the Order Confirmation transfers a specified right expressly, copyright in Pavan Geraedts-created Deliverables remains with Pavan Geraedts.
27.5 After full payment, Pavan Geraedts grants the Client a perpetual, non-exclusive, worldwide and royalty-free right to use, copy and adapt final Deliverables for the Client's own business and the purpose for which they were created.
27.6 The Client may share final Deliverables with its group companies, authorities, courts, professional advisers, financiers, insurers, auditors and transaction parties where reasonably required for the intended purpose and subject to confidentiality and reliance limits.
27.7 The Client may not resell Pavan Geraedts methods, publish reusable templates as its own professional product, license them to unrelated clients or remove a material proprietary notice without written consent.
27.8 Third-party materials remain subject to their own rights and licence terms.
27.9 Pavan Geraedts may use general learning and de-identified experience to improve its methods only where no Client, personal data, confidential matter or protected content can reasonably be identified.
Article 28. Third-party use and reliance
28.1 Advice and Deliverables are prepared for the identified Client, purpose, facts and time.
28.2 A third party may receive a Deliverable where the intended purpose requires it, but receipt does not create a duty of care or right of reliance.
28.3 Third-party reliance exists only where Pavan Geraedts accepts the identified party, purpose, scope, assumptions and liability allocation expressly in writing.
28.4 The Client will not present a draft, extract or modified Deliverable in a way that misrepresents Pavan Geraedts's conclusion or scope.
Article 29. Fees, deposits, expenses and taxes
29.1 The Client will pay the fees stated in the Order Confirmation. Fees may be fixed, time-based, milestone-based, recurring or combined.
29.2 Unless stated otherwise, amounts exclude VAT, government charges, travel, accommodation and Third-Party Professional costs.
29.3 A time or cost estimate is not a fixed fee. Pavan Geraedts will notify the Client if it reasonably expects a material exceedance and will seek agreement before material additional work continues.
29.4 Pavan Geraedts may require a deposit or advance against its own fees and costs. It is not client money held in escrow and may be applied to invoices as stated in the Order Confirmation.
29.5 Pavan Geraedts will seek approval before incurring a material third-party expense not already included or reasonably contemplated.
29.6 For a continuing Agreement, Pavan Geraedts may adjust recurring rates on at least 30 days' written notice. The Client may terminate the affected continuing Service before the new rate takes effect. An accepted fixed fee or completed period is not changed retroactively.
Article 30. Invoicing and payment
30.1 Pavan Geraedts will invoice as stated in the Order Confirmation. If it is silent, Pavan Geraedts may invoice monthly for work performed and approved expenses.
30.2 Invoices are payable within 14 days of the invoice date unless the Order Confirmation states another lawful business payment period.
30.3 The Client should notify Pavan Geraedts of a specific good-faith invoice dispute within 14 days after receipt and pay the undisputed amount on time. Failure to notify within 14 days does not remove a right that cannot lawfully be excluded, but may affect the assessment of evidence and prejudice.
30.4 An undisputed late amount bears statutory commercial interest under Article 6:119a Dutch Civil Code from the due date.
30.5 Pavan Geraedts may also recover the statutory minimum compensation of EUR 40 and reasonable extrajudicial and judicial recovery costs permitted by Dutch law. If mandatory law prescribes another amount or calculation, that law applies.
30.6 Payments are applied first to recoverable costs and interest and then to the oldest outstanding principal amount, unless mandatory law requires otherwise.
30.7 The Client may not set off or suspend payment except for a claim accepted by Pavan Geraedts in writing or finally established by a competent court, unless mandatory law provides otherwise.
Article 31. Suspension
31.1 Pavan Geraedts may suspend affected Services after reasonable written notice if the Client:
31.2 Pavan Geraedts may suspend immediately where continued performance would probably be unlawful, violate sanctions, compromise systems or evidence, create an unmanageable conflict or expose a person to material harm.
31.3 Pavan Geraedts will limit suspension to what is reasonably necessary and, where lawful, explain what is required for resumption.
31.4 The Client remains responsible for deadlines during justified suspension unless Pavan Geraedts expressly confirms another arrangement.
31.5 Pavan Geraedts will not retain the Client's original documents or only usable copy of client-owned records solely to pressure payment where this would cause disproportionate harm or prevent compliance with a mandatory duty.
fails to pay an undisputed amount after a further payment request;
materially fails to provide required information, access, authority or cooperation;
requires work outside the agreed professional role;
creates a material security, safety, legal, integrity or ethical risk; or
prevents Pavan Geraedts from performing the Services responsibly.
Article 32. Duration, termination and handover
32.1 An Agreement begins and continues for the period stated in the Order Confirmation.
32.2 Either party may terminate an Agreement of indefinite duration on 30 days' written notice unless the Order Confirmation states another reasonable period.
32.3 The Client may terminate a contract for services in accordance with applicable Dutch law. The Client will pay:
32.4 The Client does not automatically owe every future recurring fee merely because it terminates, except where an expressly agreed fixed commitment, reserved capacity or other lawful cancellation provision states a reasonable amount.
32.5 Either party may terminate for a remediable material breach not corrected within 14 days after written notice describing the breach.
32.6 Either party may terminate immediately for a material breach that cannot be remedied, fraud, serious unlawful conduct, an unmanageable conflict, an applicable sanctions prohibition or insolvency circumstances to the extent termination is legally permitted.
32.7 Pavan Geraedts may terminate for persistent non-payment of an undisputed amount after notice and a reasonable final opportunity to pay.
32.8 On termination, Pavan Geraedts will provide reasonable handover assistance at the agreed rates and return Client originals. Where technically feasible, it will provide a usable export of client-owned records in an agreed commonly readable format.
32.9 Pavan Geraedts need not transfer internal administration, its own legal advice, security-sensitive information, internal quality records or reusable background methods.
32.10 Rights accrued before termination continue. Provisions concerning payment, confidentiality, data, intellectual property, records, liability and disputes survive as their nature requires.
32.11 Article 10 and the Mediation Agreement govern the pause or ending of business mediation. The notice period in Article 32.2 does not limit a Participant's right to end participation or the mediator's right to pause or end the mediation. Ending the mediation does not affect accrued payment obligations or provisions intended to survive, including confidentiality.
fees for Services properly performed up to termination;
fixed or milestone fees earned for completed work;
reasonable agreed wind-down and handover work; and
non-cancellable commitments properly incurred for the Agreement.
Article 33. Liability
33.1 Pavan Geraedts is liable for direct loss caused by an attributable failure to perform an accepted obligation, subject to this Article and mandatory law.
33.2 Pavan Geraedts is not liable for loss to the extent it results from:
33.3 Pavan Geraedts is not liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, financing, investment value, opportunity, goodwill or business, except where such exclusion is not legally permitted.
33.4 Pavan Geraedts's aggregate liability arising from one event or series of related events under an Agreement is limited to the amount paid under the professional or business liability insurance applicable to that event, plus the deductible borne by Pavan Geraedts.
33.5 If no insurance payment is made for a reason other than Pavan Geraedts's failure to maintain required insurance, comply with material policy duties or notify the claim properly, Pavan Geraedts's aggregate liability is limited to three times the net fees paid or payable for the affected Services during the 12 months preceding the event, with an overall maximum of EUR 100,000.
33.6 The limits in Articles 33.4 and 33.5 do not apply to:
33.7 Related acts or omissions with the same underlying cause are treated as one event. The cap applies in aggregate to the Client and every permitted claimant.
33.8 Taxes, purchase prices, investments, settlement amounts and other principal obligations that the Client would have owed in any event are not loss caused by Pavan Geraedts.
33.9 No provision makes Pavan Geraedts guarantor of a tax saving, assessment, objection, appeal, regulatory decision, contract performance, settlement, transaction, financing, valuation, registration, data security or commercial result.
33.10 Each party will take reasonable steps to prevent and mitigate loss.
33.11 Where Dutch law requires them to be compensated, direct loss includes reasonable costs to establish the cause and extent of an attributable failure, reasonable measures to prevent or limit direct loss, and reasonable costs to correct the attributable failure. Those costs remain subject to the limits in this Article unless mandatory law provides otherwise.
inaccurate, incomplete, late or unlawfully supplied Client Materials;
a Client decision, implementation choice or failure to follow a material written warning;
use of advice or a Deliverable for another purpose, at another time or by an unauthorised person;
unauthorised alteration of a Deliverable;
a change in law, official guidance, facts or third-party requirements after completion;
an independent Third-Party Professional contracted directly by the Client; or
a risk, limitation or exclusion explained in the Agreement or final Deliverable.
fraud or intentional misconduct by Pavan Geraedts;
deliberate recklessness by Pavan Geraedts's management;
gross negligence where reliance on the limit would be unacceptable under mandatory Dutch law;
death or personal injury to the extent liability cannot be limited; or
another liability that cannot lawfully be excluded or limited.
Article 34. Client indemnity for unlawful materials or use
34.1 The Client will indemnify Pavan Geraedts against a third-party claim to the extent it results from:
except to the extent the claim was caused by Pavan Geraedts's own breach, negligence or unauthorised act.
34.2 The indemnified party will notify the other promptly, allow reasonable participation in the defence and not settle in a way that imposes an admission or non-monetary obligation on the other without consent.
Client Materials that infringe rights or were unlawfully obtained or disclosed;
an unlawful Client instruction; or
use of a Deliverable outside the permitted purpose,
Article 35. Complaints and correction
35.1 The Client should raise a concern without undue delay after discovering it, identifying the relevant Service, facts and requested resolution.
35.2 Complaints may be sent to pg@altroverso.nl, by telephone to +31 (0)85 40 12 459, or by post to Rigaweg 9, 3825 PP Amersfoort. Pavan Geraedts will acknowledge a substantive complaint as soon as possible, investigate it fairly, make reasonable efforts to find a satisfactory solution and provide a response or reasonable next step.
35.3 The parties will allow a reasonable opportunity to correct a remediable failure where correction remains useful and appropriate.
35.4 Delay in making a complaint has only the consequences provided by applicable Dutch law, including where delay materially prejudices investigation, mitigation or correction.
35.5 A complaint does not suspend payment of undisputed invoices and does not interrupt a statutory limitation period unless law provides otherwise.
35.6 No professional disciplinary procedure applies unless Pavan Geraedts or the specifically engaged professional is actually subject to that procedure and it is identified to the Client.
Article 36. Force majeure and continuity
36.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, including major infrastructure failure, natural disaster, war, civil disorder, government action or widespread communications outage.
36.2 Force majeure does not include:
36.3 The affected party will notify the other promptly, take reasonable measures to reduce the effect and resume performance when possible.
36.4 If material force majeure continues for more than 30 days, either party may terminate the affected Services. The Client will pay for work properly completed and non-cancellable commitments incurred before termination.
inability to pay;
inadequate staffing, maintenance, security, backup or continuity measures the affected party could reasonably have maintained; or
a supplier failure that reasonable selection, contracting or continuity arrangements could have avoided.
Article 37. Records, retention and deletion
37.1 Pavan Geraedts will retain professional and administrative records for periods reasonably required by tax, Wwft, data-protection, insurance, limitation, security and other applicable obligations.
37.2 When Pavan Geraedts acts as processor, return and deletion follow the DPA. Secure backup copies may remain until overwritten through the normal backup cycle.
37.3 Pavan Geraedts may retain a restricted archival copy where required by law, insurance, professional administration or defence of a legal claim. It remains confidential and may not be used for an unrelated purpose.
37.4 Pavan Geraedts may suspend delivery of an unpaid Pavan Geraedts-created Deliverable where lawful. This does not permit destruction or disproportionate withholding of Client originals or client-owned source information.
Article 38. Notices, assignment and relationship
38.1 Operational communications may use the agreed project channel. A notice of breach, suspension, termination, complaint or dispute must be sent to the notice address stated in the Order Confirmation or Mediation Agreement. If no separate notice address is stated, it must be sent by email to the ordinary engagement contact and by registered post to the registered business address of the receiving party.
38.2 An email notice is deemed received on the next Business Day unless the sender receives a delivery failure. A correctly addressed notice by registered post is deemed received on the third Business Day after dispatch, unless earlier or later receipt is proven. This Article does not govern formal service of court documents or another communication for which mandatory law prescribes a method.
38.3 The Client may not assign the Agreement without Pavan Geraedts's prior written consent, which will not be unreasonably withheld for a genuine business transfer or internal reorganisation where the successor can perform the obligations and no conflict, sanctions or confidentiality problem arises.
38.4 Pavan Geraedts may assign the Agreement as part of a merger, restructuring or transfer of the relevant practice, provided the transfer does not materially reduce the Client's contractual or data-protection rights.
38.5 The Agreement does not create a partnership, employment relationship, fiduciary relationship or general agency. Neither party may bind the other without express written authority.
Article 39. Amendment of these Terms
39.1 Pavan Geraedts may issue new Terms for future Agreements.
39.2 Existing Agreements remain governed by the accepted version unless the parties agree a written amendment.
39.3 For an Agreement of indefinite duration, Pavan Geraedts may propose updated Terms on at least 30 days' written notice, supplying the complete revised text and explaining the effective date.
39.4 An update may not alter accrued rights retroactively. If an update materially disadvantages the Client, the Client may terminate the affected continuing Service before it takes effect, subject to payment for completed work and lawful commitments.
Article 40. General legal provisions
40.1 The Agreement contains the entire agreement concerning its subject and replaces earlier discussions and representations about that subject. This does not exclude liability for fraud.
40.2 If a provision is invalid or unenforceable, the remaining provisions continue. The parties will replace the affected provision with a valid provision that most closely reflects its lawful purpose.
40.3 Failure or delay in exercising a right is not a waiver. A waiver applies only to the specific matter stated in writing.
40.4 No person other than a party to the Agreement may enforce it or rely on it unless the Agreement or Article 40.6 expressly grants that right.
40.5 Headings support readability and do not limit the operative text.
40.6 Articles 18, 27, 28, 33, 34 and this Article 40 are also stipulated irrevocably for the benefit of Pavan Geraedts's current and former partners, directors, officers, employees and subcontractors involved in the Agreement. Each such person may accept and invoke that third-party stipulation, including by relying on it in response to a claim.
Article 41. Governing law, dispute resolution and language
41.1 The Agreement and non-contractual obligations connected with it are governed by Dutch law.
41.2 Before ordinary court proceedings begin, authorised representatives will attempt in good faith to resolve the dispute for 10 Business Days after a written dispute notice, unless waiting would prejudice a right or deadline.
41.3 The parties may agree to mediation by an independent mediator. Mediation is not mandatory unless a separate written mediation agreement says so. No Pavan Geraedts professional involved in the disputed engagement will act as mediator in that dispute.
41.4 Nothing prevents a party from seeking urgent interim relief, preserving evidence, protecting confidential information or intellectual property, collecting an undisputed debt or interrupting a limitation period.
41.5 The competent court within the District Court of Midden-Nederland has exclusive jurisdiction to the extent a contractual choice of forum is legally permitted. Matters assigned to the kantonrechter remain subject to the applicable procedural allocation within that court.
41.6 These Terms are written in English. If a translation is supplied, the English text prevails unless the Order Confirmation expressly identifies another controlling language. Mandatory interpretation rules remain unaffected.