Who these Terms are with

These Terms of Service are entered into by CinderMonkey B.V., registered with the Dutch Chamber of Commerce (KvK) under number 42082087, VAT/BTW number NL003910187B87 registered office Wilgenweg 18B, 1031HV Amsterdam, the Netherlands ("CinderMonkey"), and the organisation engaging our services ("Client"). Contact: the CinderMonkey Operational Team, getstarted@cindermonkey.agency

Scope, business clients only

These Terms apply exclusively to organisations and individuals acting in the course of a business, trade, or profession. CinderMonkey does not offer its diagnostic, workshop, or consulting services to consumers acting in a private capacity. If you are entering into these Terms on behalf of an organisation, you confirm you have the authority to do so.

Our services

CinderMonkey provides organisational diagnostics, workshops, and consulting services, including APE-X Rootdigging, MonkeyDojo programmes, META Teams diagnostics, and related consulting engagements. The specific scope, deliverables, timeline, and fees for each engagement are set out in a separate proposal or agreement, which forms part of the contract between the parties alongside these Terms.

Providing these Terms

A copy of these Terms is provided together with every proposal or offer we send, and is available at any time at cindermonkey.agency/tos and as a downloadable PDF on request. By accepting a proposal, engaging our services, or making payment, the Client agrees to be bound by the version of these Terms in force at that time.

Account & registration

Where an account is required to access our platforms or tools, the Client must be at least 18 years old, provide accurate information, and is responsible for activity under that account. The Client must have authority to represent the organisation on whose behalf it is registering.

Payment

• Invoices are due within 14 days of the invoice date, unless otherwise agreed in writing.

• Late payments accrue interest at 1.5% per month the Dutch statutory commercial interest rate; 10.15% per year as of 1 January 2026 applies as a fallback if this clause is ever found unenforceable for any reason.

• If an invoice is passed to collections, the Client is liable for reasonable extrajudicial collection costs in addition to the outstanding amount and interest.

• The Client is responsible for any applicable taxes, other than taxes on CinderMonkey's income.

Use of our services

We grant the Client a limited, non-exclusive, non-transferable licence to use our platforms, materials, and tools for the Client's own internal purposes. The Client may not resell access, reverse-engineer our systems or methodologies, or use data or outputs from our services for external benchmarking without our written authorisation.

Data protection and AI

The Client retains ownership of the personal data it submits to us or that we collect through our services on its behalf. We process that data in accordance with our Privacy Policy (cindermonkey.agency/privacy) and, where we act as a processor on the Client's behalf, in accordance with a separate data processing agreement where applicable. CinderMonkey does not process, input, or upload any Client personal data, including diagnostic and survey responses, 360° feedback, or the personal details of any individual participant, into any AI system, including generative AI or large-language-model tools, for the purpose of delivering the Services. All analysis, facilitation, and reporting is carried out by our human team.

If CinderMonkey introduces an AI-driven chatbot, virtual assistant, or publishes AI-generated content in connection with the Services, we will clearly disclose this in accordance with Article 50 of the EU AI Act before doing so.

Personal data is protected using industry-standard technical and organisational measures, and is disclosed only as described in our Privacy Policy or as required by law.

Intellectual property

The methodologies, frameworks, and proprietary materials used in our diagnostics, including the 7 Questions for Change and other tools developed for CinderMonkey's services, are owned by Headwater Ventures B.V., CinderMonkey B.V.'s parent company, and are licensed to CinderMonkey B.V. for use in delivering the Services. Except as expressly licensed to the Client under these Terms or the applicable proposal, all such intellectual property rights remain reserved to Headwater Ventures B.V. and/or CinderMonkey B.V., as applicable. The Client grants CinderMonkey a licence to use the Client's name and branding solely to deliver the Services and, unless the Client objects in writing, to reference the engagement as a case study or reference.

Liability

• Our services are provided with reasonable skill and care, but without any warranty of fitness for a particular purpose beyond what is expressly agreed in a proposal.

• Except as set out below, CinderMonkey's total liability arising from or in connection with an engagement is capped at the fees paid by the Client for that engagement in the 12 months preceding the event giving rise to the claim. CinderMonkey is not liable for indirect, consequential, or lost-profit damages.

• Nothing in these Terms excludes or limits liability for intent (opzet) or gross negligence (bewuste roekeloosheid) on the part of CinderMonkey, for death or personal injury, or for any other liability that cannot lawfully be excluded or limited under Dutch law.

Termination

Either party may terminate an engagement in accordance with the terms set out in the applicable proposal. The Client remains liable for fees for work performed, and expenses reasonably incurred, up to the date of termination.

Governing law and disputes

These Terms are governed by the law of the Netherlands. Disputes will be submitted to binding arbitration in Amsterdam under the rules of the Netherlands Arbitration Institute (NAI), unless the parties agree in writing to resolve a specific dispute before the competent court in Amsterdam instead.

Changes to these Terms

We may update these Terms from time to time. The version in force at the time a proposal is accepted governs that engagement; changes do not apply retroactively to active engagements unless both parties agree.