Terms of Service

Acceptance of Terms

By accessing and using the website of shintomejw B.V. ("shintomejw," "we," "our," or "us") and engaging our business consulting services, you ("Client," "you," or "your") agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any part of these terms, you may not use our website or services.

These Terms of Service constitute a legally binding agreement between you and shintomejw B.V., a private limited company registered in the Netherlands with registration number 61583942 and VAT number NL843107592B01, located at Nieuwstraat 238, 3068 XV Rotterdam, Netherlands.

Description of Services

shintomejw provides professional business consulting services including but not limited to strategic planning, operational excellence, growth consulting, and performance optimisation. Our services are delivered through various engagement models including project-based consulting, retainer relationships, and hourly consultations.

Specific service details, deliverables, timelines, and compensation will be outlined in separate service agreements or statements of work that incorporate these Terms of Service by reference.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with appropriate notice to existing clients.

Client Obligations and Responsibilities

As a client of shintomejw, you agree to:

• Provide accurate, complete, and timely information necessary for the performance of our services
• Cooperate in good faith and provide reasonable access to personnel, facilities, and information
• Make timely payments according to agreed terms
• Use our services and any deliverables in compliance with applicable laws and regulations
• Maintain confidentiality of any proprietary methodologies or confidential information shared by shintomejw
• Notify us promptly of any concerns or issues regarding our services

You represent and warrant that you have the authority to enter into this agreement and that your use of our services will not violate any applicable laws, regulations, or third-party rights.

Payment Terms and Conditions

Payment terms will be specified in individual service agreements. Unless otherwise agreed, invoices are due within 30 days of receipt. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

All fees are exclusive of applicable taxes, duties, or other governmental charges, which shall be paid by the Client in addition to the fees. Currency for payments is Euro (EUR) unless otherwise specified.

shintomejw reserves the right to suspend services for non-payment after appropriate notice and opportunity to cure.

Intellectual Property Rights

shintomejw retains all rights, title, and interest in and to its pre-existing intellectual property, including but not limited to methodologies, frameworks, tools, templates, and know-how developed prior to or independently of the engagement ("shintomejw IP"). Client is granted a non-exclusive, non-transferable license to use shintomejw IP solely for the purposes of the engagement.

Work products specifically created for Client during the engagement ("Deliverables") shall be owned by Client upon full payment of all fees, subject to shintomejw's retained rights in any embedded shintomejw IP.

Client retains ownership of all Client data, information, and pre-existing intellectual property. Client grants shintomejw a license to use such materials solely for the purpose of providing the contracted services.

Neither party may use the other's trademarks, logos, or trade names without prior written consent, except as necessary to perform services under the agreement.

Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to maintain the confidentiality of such information and not to disclose it to third parties without prior written consent, except as required by law or court order.

Confidential information includes but is not limited to business strategies, financial information, client lists, proprietary methodologies, and any information marked as confidential or that would reasonably be considered confidential.

This confidentiality obligation shall survive termination of the engagement and continue for a period of five years thereafter.

Limitation of Liability

To the maximum extent permitted by applicable law, shintomejw's total liability for any claims arising out of or related to these Terms of Service or the provision of services shall not exceed the total amount paid by Client to shintomejw in the twelve (12) months preceding the event giving rise to the claim.

In no event shall shintomejw be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, regardless of the theory of liability and even if shintomejw has been advised of the possibility of such damages.

shintomejw provides consulting services and recommendations based on information provided by Client and industry best practices. Implementation of recommendations and business decisions remain solely with Client. shintomejw does not guarantee specific business outcomes or results.

Some jurisdictions do not allow limitation of liability for certain types of damages, so the above limitations may not apply in all cases.

Indemnification

Client agrees to indemnify, defend, and hold harmless shintomejw and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses arising out of or related to:

• Client's breach of these Terms of Service
• Client's use of services in violation of applicable laws
• Third-party claims related to Client's business operations or decisions
• Infringement of third-party rights by Client's materials or information

This indemnification obligation shall survive termination of the engagement.

Termination

Either party may terminate an engagement by providing written notice as specified in the applicable service agreement. In the absence of specific termination provisions, either party may terminate with thirty (30) days' written notice.

shintomejw may terminate immediately if Client breaches these Terms of Service and fails to cure such breach within ten (10) days of written notice, or if Client becomes insolvent or files for bankruptcy.

Upon termination, Client shall pay all outstanding fees for services performed through the termination date. shintomejw will deliver all completed work products and return Client confidential information as requested.

Provisions relating to payment, intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms of Service if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government regulations, pandemic, or other unforeseeable events.

The affected party shall notify the other party promptly of any force majeure event and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any disputes arising out of or related to these Terms of Service shall be subject to the exclusive jurisdiction of the competent courts of Rotterdam, the Netherlands. Both parties consent to the personal jurisdiction of such courts.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any disputes through good faith negotiations and, if necessary, mediation administered by the Netherlands Arbitration Institute.

Website Use and Restrictions

The shintomejw website is provided for informational purposes and to facilitate communication about our services. You may not use our website for any unlawful purpose or in any way that could damage, disable, or impair the website.

Prohibited activities include but are not limited to:

• Attempting to gain unauthorised access to our systems
• Introducing viruses, malware, or other harmful code
• Scraping or automated data collection
• Interfering with the website's functionality or security
• Violating any applicable laws or regulations

We reserve the right to monitor website usage and to restrict or terminate access for violations of these terms.

Privacy and Data Protection

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms of Service by reference. By using our services, you consent to the processing of your personal data as described in our Privacy Policy.

We are committed to compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and Dutch data protection legislation.

Modifications to Terms

shintomejw reserves the right to modify these Terms of Service at any time. Material changes will be communicated to existing clients via email or through prominent notice on our website. Continued use of our services after such notice constitutes acceptance of the modified terms.

For ongoing engagements, material changes to terms will not affect existing contracts unless agreed to in writing by both parties.

Severability and Entire Agreement

If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable, the remainder of the terms shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

These Terms of Service, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements, understandings, and communications.

No waiver of any provision shall be deemed a waiver of any other provision, and no waiver shall be effective unless made in writing and signed by the waiving party.

Contact Information

If you have any questions about these Terms of Service or need to contact us regarding legal matters, please use the following information: