Terms & Conditions

In these Terms:

1. Contractor means Chiara Graniero / Operanta Consulting, the independent professional providing the Services.

2. Client means the legal entity, professional party or organisation purchasing or receiving the Services.

3. Agreement means any agreement between the Contractor and the Client, including any accepted offer, quotation, statement of work, purchase order, engagement letter or other written arrangement.

4. Services means the services provided by the Contractor.

5. Deliverables means any documents, reports, plans, presentations, trackers, templates, recommendations, analyses or other materials specifically created by the Contractor for the Client under the Agreement.

6. Terms means these General Terms and Conditions.

1. These Terms apply to all offers, quotations, Agreements and Services of the Contractor, unless expressly agreed otherwise in writing.

2. By accepting an offer or quotation, issuing a purchase order, allowing the Contractor to start performing Services, or otherwise engaging the Contractor, the Client accepts these Terms.

3. The Client’s own general terms and conditions are expressly excluded, unless expressly accepted them in writing.

1. All offers and quotations are non-binding unless expressly stated otherwise.

2. Unless stated otherwise, an offer or quotation is valid for 30 days from the date of issue.

3. The scope, fees, planning and assumptions in an offer or quotation are based on the information provided by the Client at the time of preparation.

4. Any estimated timelines, budgets, resource requirements or business outcomes are indicative only, unless expressly agreed as binding.

1. The Contractor will perform the Services with reasonable professional care, skill and diligence.

2. The Contractor is not responsible for business decisions made by the Client, implementation by the Client or third parties, or outcomes that depend on factors outside the Contractor’s reasonable control.

3. The Contractor may rely on information, documents, instructions and decisions provided by the Client and is not required to independently verify their accuracy or completeness unless expressly agreed.

4. Any work outside the agreed scope requires written agreement and may be charged separately.

1. The Client will:

1. provide timely, accurate and complete information reasonably required for the Services;

2. ensure timely availability of relevant stakeholders, systems, tools, documents and decision-makers;

3. provide clear instructions, priorities and feedback;

4. make decisions and approvals within agreed timelines;

5. ensure that the Contractor has lawful access to any systems, data, premises or materials needed to perform the Services;

6. remain responsible for its own business, operational, legal, financial, compliance and strategic decisions;

7. ensure that any materials, data or instructions provided to the Contractor do not infringe third-party rights or violate applicable law.

2. If the Client fails to meet these responsibilities, the Contractor may adjust timelines, suspend work, charge additional fees or terminate the Agreement in accordance with these Terms.

1. The Contractor acts as an independent contractor and not as an employee, agent, officer, partner or formal representative of the Client.

2. The Contractor determines, in consultation with the Client, how the Services are performed, subject to the agreed scope, objectives and reasonable coordination requirements.

3. Nothing in the Agreement creates an employment relationship, agency relationship, partnership or joint venture between the parties. The Client will not exercise employer-like authority over the Contractor. The Contractor will not be integrated into the Client’s organisation as an employee.

4. The Contractor is responsible for their own taxes, social security contributions, insurances, permits, equipment and business administration, unless mandatory law provides otherwise.

1. Fees are as stated in the applicable offer, quotation, Agreement or statement of work.

2. Fees may be calculated on an hourly, daily, fixed fee, retainer, milestone or other agreed basis.

3. Unless stated otherwise, all fees are exclusive of VAT, taxes, travel expenses, accommodation, third-party costs and other out-of-pocket expenses.

4. Reasonable travel and other pre-approved expenses will be charged to the Client at cost, unless agreed otherwise.

5. The Contractor may adjust fees periodically, including annually, by giving 30 days prior notice. Fee adjustments do not affect already accepted fixed-price assignments unless agreed otherwise.

1. The Contractor will invoice in accordance with the Agreement. If no invoicing schedule is agreed, the Contractor may invoice monthly in arrears or upon completion of agreed milestones.

2. Invoices are payable within 14 days of the invoice date, unless another payment term is agreed in writing.

3. The Client must notify the Contractor of any invoice dispute within 7 days of receipt, specifying the disputed amount and the reasons for the dispute. Undisputed amounts remain payable on time.

4. If the Client fails to pay on time, the Contractor may:

   1. charge statutory commercial interest from the due date;

   2. charge reasonable collection costs and statutory recovery costs;

   3. suspend performance of the Services until payment is received;

   4. require advance payment or revised payment terms for future work;

   5. terminate the Agreement if non-payment continues after written notice.

5. Any payment made by the Client will first be applied to costs and interest, and then to the oldest outstanding principal amount, unless mandatory law provides otherwise.

6. The Client may not suspend payment, set off amounts or apply deductions unless the Contractor has expressly agreed in writing or mandatory law allows it.

1. Either party may request a change to the scope, timeline, Deliverables or assumptions. Changes may affect fees, resources, delivery dates and dependencies.

2. The Contractor may charge additional fees for:

   1. work outside the agreed scope;

   2. rework caused by changed instructions, delayed feedback or incomplete information;

   3. additional meetings, reporting or stakeholder management not included in the original scope;

   4. urgent or accelerated work requested by the Client.

1. Deliverables will be provided in the format agreed between the parties or, if not agreed, in a reasonable format selected by the Contractor.

2. The Client must review Deliverables promptly and notify the Contractor of any material non-conformity within 10 business days of delivery.

3. If the Client does not notify the Contractor within that period, the Deliverables are deemed accepted.

4. The Contractor will make reasonable corrections to material non-conformities that fall within the agreed scope.

5. Changes based on new requirements, changed preferences or additional instructions may be charged separately.

1. Unless agreed otherwise, all pre-existing intellectual property, know-how, methodologies, templates, frameworks, tools, processes, working methods and generic materials of the Contractor remain the property of the Contractor.

2. Subject to full payment of all fees due, the Client receives a non-exclusive, non-transferable, perpetual licence to use the Deliverables internally for the purpose for which they were provided.

3. The Client may not resell, sublicense, publish, commercially exploit or make the Contractor’s materials available to third parties without the Contractor’s prior written consent.

4. The Contractor may reuse general knowledge, skills, experience, methods, ideas and know-how gained during the performance of the Services, provided that the Contractor does not disclose the Client’s confidential information.

5. If the parties intend to transfer ownership of specific Deliverables to the Client, this must be expressly agreed in writing.

1. Each party will keep confidential all non-public information received from the other party in connection with the Agreement.

2. Confidential information may only be used for the purposes of performing or receiving the Services.

3. Confidential information may be disclosed to employees, advisors, subcontractors or representatives who need to know it, provided they are bound by confidentiality obligations.

4. Confidentiality obligations do not apply to information that:

   1. is or becomes publicly available without breach of these Terms;

   2. was already lawfully known by the receiving party;

   3. is independently developed without use of confidential information;

   4. must be disclosed by law, regulation, court order or competent authority.

5. These confidentiality obligations continue for 5 years after termination of the Agreement, unless the information qualifies as a trade secret or mandatory law requires a longer period.

1. The Contractor may provide services to other clients, including clients in similar sectors, provided that the Contractor does not breach confidentiality obligations or any expressly agreed exclusivity arrangement.

2. Any exclusivity, non-compete or dedicated availability requirement must be expressly agreed in writing and may be subject to additional fees.

3. The Contractor will notify the Client of any actual conflict of interest that the Contractor reasonably identifies and that materially affects the Services.

1. The Contractor warrants that the Services will be performed with reasonable professional care and skill.

2. The Contractor does not warrant that:

   1. any specific business, financial, operational, regulatory or strategic outcome will be achieved;

   2. the Client’s projects, programs or initiatives will be completed on time, within budget or without risk;

   3. the Client’s stakeholders, suppliers or employees will act in accordance with plans or recommendations;

   4. any Deliverables are suitable for purposes other than those expressly agreed.

3. The Client remains responsible for validating decisions, assumptions, financial models, legal positions, compliance requirements and implementation choices.

1. The Contractor is liable only for direct damages resulting from an attributable breach of the Agreement.

2. The Contractor is not liable for indirect damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, reputational damage, business interruption, loss of data or consequential damages.

3. The Contractor is not liable for damages caused by:

   1. inaccurate, incomplete or delayed information from the Client;

   2. Client decisions or implementation choices;

   3. third-party acts or omissions;

   4. systems, tools or materials provided by the Client;

   5. force majeure events.

4. The Contractor’s total liability under or in connection with an Agreement is limited to the total fees paid or payable by the Client to the Contractor under the relevant assignment. The limitations of liability do not apply to liability that cannot be limited under mandatory law, or to damages caused by wilful misconduct or deliberate recklessness of the Contractor.

The Client will indemnify and hold the Contractor harmless from third-party claims, damages, fines, costs and expenses arising from:

1. materials, data, instructions or information provided by the Client;

2. Client decisions, implementation or use of Deliverables;

3. the Client’s breach of applicable law;

4. infringement of third-party rights caused by materials or instructions provided by the Client;

5. claims from Client personnel, suppliers or stakeholders, except to the extent caused by the Contractor’s attributable breach.

1. The Agreement starts on the date agreed between the parties or, if no date is agreed, when the Contractor starts performing the Services.

2. Either party may terminate an Agreement for convenience by giving 30 days’ written notice, unless agreed otherwise.

3. Either party may terminate the Agreement with immediate effect if the other party:

   1. materially breaches the Agreement and fails to remedy the breach within 14 days after written notice;

   2. becomes insolvent, applies for suspension of payments, is declared bankrupt, is dissolved or ceases business;

   3. acts unlawfully or in a way that materially harms the other party’s legitimate interests.

4. Upon termination, the Client must pay all fees and expenses for Services performed up to the termination date, including committed non-cancellable costs.

5. Provisions intended to survive termination will remain in effect, including confidentiality, intellectual property, payment, liability, indemnity, governing law and dispute resolution.

The Contractor may suspend performance of the Services if:

1. the Client fails to pay an invoice on time;

2. the Client fails to provide necessary information, access, approvals or cooperation;

3. there is a material risk to the Contractor’s security, systems, reputation or legal position.

Suspension does not affect the Client’s payment obligations.

1. Neither party is liable for failure or delay in performing its obligations caused by events beyond its reasonable control.

2. Force majeure events include illness, accidents, strikes, government measures, power or internet outages, cyber incidents, supplier failures, natural disasters, pandemics, war, civil unrest and other events outside reasonable control.

3. The affected party will notify the other party as soon as reasonably possible and will take reasonable steps to mitigate the impact.

4. If a force majeure event continues for more than 60 days, either party may terminate the affected Agreement by written notice.

1. The Contractor may identify the Client as a client in general reference lists, proposals or portfolio materials, unless the Client objects in writing.

2. Nothing in this clause permits disclosure of confidential information.

1. Notices under the Agreement must be made in writing and sent by email or other agreed communication method.

1. The Client may not assign or transfer the Agreement without the Contractor’s prior written consent.

2. If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions remain in full force. The parties will replace the invalid provision with a valid provision that most closely reflects the original commercial intent.

3. The Agreement, including these Terms and any applicable statement of work, quotation or accepted offer, constitutes the entire agreement between the parties regarding the Services and replaces all prior discussions, proposals and understandings on the same subject. The Contractor may update these Terms from time to time.

4. These Terms and all Agreements are governed by the laws of the Netherlands, unless expressly agreed otherwise in writing. The parties will first attempt to resolve disputes through good-faith discussions. If a dispute is not resolved within 30 days after written notice of the dispute, the dispute will be submitted to the competent courts of Amsterdam, the Netherlands, unless mandatory law provides otherwise.