Terms & Conditions
Ipanema International
Version 2.0 – July 2026
ARTICLE 1 — DEFINITIONS
In these Terms & Conditions, the following definitions shall apply:
1.1
Contractor
Ipanema International B.V., a private limited liability company
(besloten vennootschap), established in Amsterdam, the Netherlands,
registered with the Dutch Chamber of Commerce, including its directors,
employees, representatives, affiliates and any person acting on its behalf.
1.2
Client
Any natural person, legal entity or other organisation engaging the
Contractor for Services or entering into an agreement with the Contractor.
1.3
Services
All consultancy, advisory, intermediary, facilitation and support
services provided by the Contractor, including but not limited to:
• Market entry and strategy;
• Company formation support;
• Business development;
• Market intelligence;
• Investment and project facilitation;
• Public tender support;
• Trade and logistics support;
• Corporate services;
• Business process outsourcing;
• Commercial introductions;
• Sourcing;
• Strategic advisory;
• Commercial representation;
• Negotiation support;
• International transaction support;
• Relocation services;
• Any ancillary consultancy services.
• Market entry and strategy;
• Company formation support;
• Business development;
• Market intelligence;
• Investment and project facilitation;
• Public tender support;
• Trade and logistics support;
• Corporate services;
• Business process outsourcing;
• Commercial introductions;
• Sourcing;
• Strategic advisory;
• Commercial representation;
• Negotiation support;
• International transaction support;
• Relocation services;
• Any ancillary consultancy services.
1.4
Third Parties
Any government authority, company, organisation, intermediary,
consultant, advisor, supplier, service provider, investor,
financial institution or other person with whom the Contractor
establishes contact or cooperation on behalf of the Client.
1.5
Transaction
Any agreement, investment, acquisition, sale, project, commercial
relationship or other transaction resulting directly or indirectly
from the Services provided by the Contractor.
ARTICLE 2 — APPLICABILITY
2.1
These Terms & Conditions apply to all quotations, proposals, offers,
engagements, agreements, assignments and Services provided by the
Contractor, unless expressly agreed otherwise in writing.
2.2
Any general terms and conditions used by the Client are expressly
rejected and shall not apply unless the Contractor has accepted
them explicitly in writing.
2.3
Deviations from or amendments to these Terms & Conditions shall only
be valid if agreed in writing by the Contractor.
2.4
If any provision of these Terms & Conditions is declared invalid,
unlawful or unenforceable, the remaining provisions shall remain
in full force and effect. The invalid provision shall be replaced
by a valid provision that most closely reflects its original purpose
and intent.
2.5
These Terms & Conditions shall also apply to all future agreements,
assignments and Services between the Contractor and the Client,
unless expressly agreed otherwise in writing.
ARTICLE 3 — SERVICES
3.1
The Contractor shall perform its Services with due care, professionalism
and diligence, taking into account the nature of the assignment and the
information made available by the Client.
3.2
Unless expressly agreed otherwise in writing, the Contractor does not
guarantee the successful completion of any Transaction, investment,
commercial relationship, project, financing, permit application or
business opportunity.
3.3
The Contractor shall be entitled to engage Third Parties where this is
considered necessary or beneficial for the proper execution of the
Services, without requiring the prior approval of the Client, unless
otherwise agreed in writing.
3.4
The Contractor may rely upon the completeness and accuracy of all
information, documents and instructions provided by the Client and
shall not be obliged to independently verify their correctness unless
expressly agreed otherwise.
3.5
All Services provided by the Contractor constitute obligations of
best efforts (inspanningsverbintenissen) and shall not be
interpreted as obligations to achieve a specific result
(resultaatsverbintenissen), unless explicitly agreed in
writing.
ARTICLE 4 — FORMATION OF AGREEMENTS
4.1
All quotations, proposals and offers issued by the Contractor are
non-binding unless expressly stated otherwise in writing.
4.2
An agreement shall be deemed concluded upon the earliest of:
(a) written acceptance by the Client;
(b) electronic confirmation by the Contractor;
(c) commencement of the Services by the Contractor;
(d) acceptance of an invoice or payment by the Client;
(e) any conduct from which the existence of an agreement may reasonably be inferred.
(a) written acceptance by the Client;
(b) electronic confirmation by the Contractor;
(c) commencement of the Services by the Contractor;
(d) acceptance of an invoice or payment by the Client;
(e) any conduct from which the existence of an agreement may reasonably be inferred.
4.3
The Client warrants that all information provided during the negotiation
and execution of the agreement is complete, accurate and up to date.
The Contractor may rely upon such information without independent
verification unless otherwise agreed in writing.
4.4
Any amendments to the agreement, additional assignments or changes
to the scope of the Services shall only be binding if confirmed
in writing by the Contractor.
4.5
The Contractor shall at all times be entitled to refuse an assignment,
suspend negotiations or decline to enter into an agreement without
stating reasons, unless mandatory law provides otherwise.
ARTICLE 5 — FEES AND SUCCESS FEES
5.1
Compensation for the Services may consist of one or more of the
following:
(a) Fixed fees;
(b) Retainers;
(c) Consultancy fees;
(d) Hourly rates;
(e) Project fees;
(f) Commissions;
(g) Success fees;
(h) Any combination of the foregoing.
(a) Fixed fees;
(b) Retainers;
(c) Consultancy fees;
(d) Hourly rates;
(e) Project fees;
(f) Commissions;
(g) Success fees;
(h) Any combination of the foregoing.
5.2
Unless expressly agreed otherwise in writing, all fees and amounts
quoted by the Contractor are exclusive of:
(a) VAT or similar sales taxes;
(b) Local taxes and duties;
(c) Governmental charges;
(d) Banking fees;
(e) Travel expenses;
(f) Third-party costs;
(g) External professional fees;
(h) Any other disbursements incurred in connection with the Services.
(a) VAT or similar sales taxes;
(b) Local taxes and duties;
(c) Governmental charges;
(d) Banking fees;
(e) Travel expenses;
(f) Third-party costs;
(g) External professional fees;
(h) Any other disbursements incurred in connection with the Services.
5.3
Where a success fee has been agreed, the Contractor shall become
entitled to such fee immediately upon completion of a Transaction,
whether completed directly or indirectly.
5.4
A success fee shall remain payable where a Transaction is concluded,
in whole or in part:
(a) With a party introduced by the Contractor;
(b) With an affiliated company of such party;
(c) Through an intermediary;
(d) Through a family member;
(e) Through a holding company;
(f) Through a trust;
(g) Through an investment vehicle;
(h) Through any related party;
(i) Within twenty-four (24) months following the introduction by the Contractor.
(a) With a party introduced by the Contractor;
(b) With an affiliated company of such party;
(c) Through an intermediary;
(d) Through a family member;
(e) Through a holding company;
(f) Through a trust;
(g) Through an investment vehicle;
(h) Through any related party;
(i) Within twenty-four (24) months following the introduction by the Contractor.
5.5
The Contractor shall remain entitled to full compensation irrespective
of:
(a) Amendments to the structure of the Transaction;
(b) Changes in ownership;
(c) Staged implementation;
(d) Delayed completion;
(e) Indirect participation;
(f) Alternative contractual structures.
(a) Amendments to the structure of the Transaction;
(b) Changes in ownership;
(c) Staged implementation;
(d) Delayed completion;
(e) Indirect participation;
(f) Alternative contractual structures.
ARTICLE 6 — NON-CIRCUMVENTION
6.1
During the term of the agreement and for a period of twenty-four (24)
months thereafter, the Client shall not directly or indirectly enter
into any Transaction with a party introduced by the Contractor without
the Contractor's prior written consent.
6.2
Without limitation, the Client shall not:
(a) Directly or indirectly approach the Contractor's contacts;
(b) Bypass or circumvent the Contractor in relation to a Transaction;
(c) Use introductions, information or commercial opportunities provided by the Contractor without appropriate compensation to the Contractor.
(a) Directly or indirectly approach the Contractor's contacts;
(b) Bypass or circumvent the Contractor in relation to a Transaction;
(c) Use introductions, information or commercial opportunities provided by the Contractor without appropriate compensation to the Contractor.
6.3
In the event of a breach of this Article, the Client shall immediately
owe, without prior notice of default, a contractual penalty equal to:
(a) The agreed success fee; or
(b) Where no success fee has been agreed, fifteen percent (15%) of the total value of the Transaction, subject to a minimum amount of EUR 25,000.
(a) The agreed success fee; or
(b) Where no success fee has been agreed, fifteen percent (15%) of the total value of the Transaction, subject to a minimum amount of EUR 25,000.
6.4
Payment of the contractual penalty shall not prejudice the
Contractor's right to claim full compensation for any additional
damages suffered.
ARTICLE 7 — ENGAGEMENT OF THIRD PARTIES
7.1
Where the performance of the Services requires the involvement of one
or more Third Parties, the Contractor may introduce or recommend such
Third Parties to the Client.
7.2
Unless expressly agreed otherwise in writing, the Contractor shall not
act as a contracting party to any agreement entered into between the
Client and a Third Party.
7.3
Any agreement concluded with a Third Party shall exist exclusively
between the Client and the relevant Third Party. The Contractor shall
not be responsible for the performance, quality, availability,
pricing, conduct or contractual obligations of such Third Parties.
7.4
The Client shall remain solely responsible for conducting its own due
diligence and for assessing whether any Third Party is suitable for
its intended purpose before entering into any agreement or Transaction.
7.5
The Contractor shall not be liable for any loss, damage, delay, costs,
claims or liabilities arising from the acts, omissions or services of
any Third Party, except where such liability cannot be excluded under
mandatory applicable law.
ARTICLE 8 — INTERNATIONAL TRANSACTIONS
8.1
The Client acknowledges that international business activities,
investments and cross-border Transactions may involve legal,
regulatory, commercial, financial and cultural risks that are beyond
the Contractor's control.
8.2
Unless expressly agreed otherwise in writing, the Contractor does not
provide legal, tax, accounting, financial or investment advice.
Where necessary, the Client shall obtain independent professional
advice from appropriately qualified advisors.
8.3
The Contractor shall not be responsible for changes in legislation,
governmental policy, administrative decisions, exchange rates,
taxation, licensing requirements, import or export restrictions,
political developments or other circumstances affecting an
international Transaction after advice has been provided.
8.4
The Client remains solely responsible for all commercial decisions,
investments, contractual commitments and business activities arising
from or related to the Services provided by the Contractor.
8.5
The Contractor shall not be liable for losses resulting from economic
conditions, market developments, political events, currency
fluctuations, force majeure events or any other factors outside its
reasonable control that may affect the outcome of an international
Transaction.
ARTICLE 9 — CONFIDENTIALITY
9.1
The Client and the Contractor shall keep confidential all information
obtained from one another in connection with the Services that is
reasonably considered confidential or proprietary.
9.2
Confidential information includes, without limitation:
(a) Business strategies;
(b) Financial information;
(c) Commercial opportunities;
(d) Investment proposals;
(e) Pricing and fee arrangements;
(f) Client and supplier information;
(g) Technical documentation;
(h) Business plans;
(i) Any other information designated as confidential or which, by its nature, should reasonably be regarded as confidential.
(a) Business strategies;
(b) Financial information;
(c) Commercial opportunities;
(d) Investment proposals;
(e) Pricing and fee arrangements;
(f) Client and supplier information;
(g) Technical documentation;
(h) Business plans;
(i) Any other information designated as confidential or which, by its nature, should reasonably be regarded as confidential.
9.3
The confidentiality obligations shall not apply where disclosure is:
(a) Required by law or a court order;
(b) Required by a competent governmental or regulatory authority;
(c) Necessary for the proper performance of the Services;
(d) Made with the prior written consent of the other party.
(a) Required by law or a court order;
(b) Required by a competent governmental or regulatory authority;
(c) Necessary for the proper performance of the Services;
(d) Made with the prior written consent of the other party.
9.4
The Contractor may share confidential information with its employees,
professional advisers, affiliates or engaged Third Parties where this
is reasonably necessary for the performance of the Services, provided
that such parties are subject to appropriate confidentiality
obligations.
9.5
The confidentiality obligations contained in this Article shall remain
in force for a period of five (5) years after termination of the
agreement, unless a longer period is required under applicable law.
ARTICLE 10 — COMPLIANCE
10.1
The Client shall at all times comply with all applicable laws,
regulations and governmental requirements relating to the Services,
including but not limited to anti-money laundering (AML), countering
terrorist financing (CTF), anti-bribery, anti-corruption, sanctions,
export control and data protection legislation.
10.2
Upon request, the Client shall promptly provide all information and
documentation reasonably required by the Contractor to satisfy legal
or regulatory obligations, including but not limited to identity
verification, ownership structure, source of funds, source of wealth
and beneficial ownership.
10.3
The Contractor may suspend or terminate the Services immediately,
without liability, where the Client fails to provide the requested
information or where the Contractor reasonably suspects unlawful,
fraudulent or unethical conduct.
10.4
The Client represents and warrants that neither the Client nor any
person acting on its behalf is subject to applicable sanctions,
involved in money laundering, terrorist financing, corruption,
bribery or any other criminal activity relevant to the Services.
10.5
The Contractor reserves the right to refuse or discontinue any
assignment where continuation of the Services could reasonably result
in a breach of applicable law, professional standards or the
Contractor's internal compliance policies.
ARTICLE 11 — DATA PROTECTION
11.1
The Contractor shall process personal data in accordance with all
applicable data protection legislation, including the General Data
Protection Regulation (EU) 2016/679 ("GDPR") and any other applicable
privacy laws.
11.2
Personal data shall only be processed for purposes directly related
to the performance of the Services, compliance with legal obligations,
the protection of legitimate business interests or other lawful
purposes permitted under applicable legislation.
11.3
Where necessary for the execution of the Services, the Contractor may
share personal data with employees, affiliates, professional advisers
or engaged Third Parties, provided that appropriate safeguards and
confidentiality obligations are maintained.
11.4
The Client warrants that any personal data provided to the Contractor
has been collected and shared lawfully and that all necessary
permissions or legal bases for such processing have been obtained.
11.5
Further information regarding the processing of personal data is
available in the Contractor's Privacy Policy, which forms a separate
document and may be updated from time to time.
ARTICLE 12 — INTELLECTUAL PROPERTY
12.1
All intellectual property rights, including but not limited to
copyrights, trademarks, trade names, databases, methodologies,
templates, business models, reports, analyses, presentations,
documents and other materials developed or provided by the Contractor
shall remain the exclusive property of the Contractor, unless
expressly agreed otherwise in writing.
12.2
The Client shall receive a non-exclusive, non-transferable and
revocable right to use documents or other materials supplied by the
Contractor solely for the purpose for which they were provided.
12.3
Without the Contractor's prior written consent, the Client shall not
copy, reproduce, distribute, publish, modify, commercialise or make
available to Third Parties any intellectual property or materials
belonging to the Contractor, except where permitted by mandatory law.
12.4
Any intellectual property developed specifically for the Client shall
remain the property of the Contractor unless the parties have
expressly agreed otherwise in writing.
12.5
Nothing in these Terms & Conditions shall be construed as transferring
ownership of any intellectual property rights from the Contractor to
the Client.
ARTICLE 13 — PAYMENT
13.1
Unless otherwise agreed in writing, invoices issued by the Contractor
shall be payable within fourteen (14) calendar days from the invoice
date, without deduction, suspension, counterclaim or set-off.
13.2
If the Client fails to pay any amount when due, the Client shall be
in default by operation of law, without prior notice of default, and
statutory commercial interest together with all reasonable collection
costs, including legal fees, shall become immediately payable.
13.3
The Contractor shall be entitled to suspend the performance of the
Services until all outstanding invoices have been paid in full,
without prejudice to any other rights or remedies available under
these Terms & Conditions or applicable law.
13.4
Any objection to an invoice must be submitted to the Contractor in
writing within fourteen (14) calendar days after the invoice date.
Failure to do so shall constitute acceptance of the invoice.
13.5
All payments made by the Client shall first be applied to accrued
interest, collection costs and other expenses, and thereafter to the
oldest outstanding invoice, irrespective of any payment reference
provided by the Client.
ARTICLE 14 — LIABILITY
14.1
The Contractor shall only be liable for direct damages resulting from
an attributable failure in the performance of the Services, and only
to the extent such liability cannot be excluded under mandatory
applicable law.
14.2
To the fullest extent permitted by law, the Contractor shall not be
liable for indirect, incidental, consequential or special damages,
including but not limited to:
(a) Loss of profits;
(b) Loss of revenue;
(c) Loss of business opportunities;
(d) Loss of goodwill;
(e) Loss of anticipated savings;
(f) Business interruption;
(g) Claims brought by Third Parties.
(a) Loss of profits;
(b) Loss of revenue;
(c) Loss of business opportunities;
(d) Loss of goodwill;
(e) Loss of anticipated savings;
(f) Business interruption;
(g) Claims brought by Third Parties.
14.3
The Contractor's total aggregate liability arising out of or in
connection with the agreement, irrespective of the legal basis of the
claim, shall be limited to the total amount of fees actually paid by
the Client to the Contractor for the relevant Services during the
twelve (12) months preceding the event giving rise to the claim.
14.4
Nothing in these Terms & Conditions shall exclude or limit liability
for fraud, wilful misconduct or gross negligence where such exclusion
or limitation is prohibited by mandatory applicable law.
14.5
Any claim against the Contractor shall lapse unless submitted in
writing within twelve (12) months after the Client became aware, or
reasonably should have become aware, of the facts giving rise to the
claim.
ARTICLE 15 — FORCE MAJEURE
15.1
The Contractor shall not be liable for any delay, failure or inability
to perform its obligations where such performance is prevented or
hindered by circumstances beyond its reasonable control.
15.2
Force majeure includes, without limitation:
(a) Natural disasters;
(b) Floods, storms, earthquakes or fires;
(c) War, terrorism, civil unrest or riots;
(d) Governmental measures or sanctions;
(e) Epidemics or pandemics;
(f) Labour disputes or strikes;
(g) Failures of telecommunications, internet services or utilities;
(h) Cyberattacks or other large-scale IT disruptions;
(i) Failures of suppliers or Third Parties beyond the Contractor's reasonable control;
(j) Any other event that cannot reasonably be foreseen or prevented.
(a) Natural disasters;
(b) Floods, storms, earthquakes or fires;
(c) War, terrorism, civil unrest or riots;
(d) Governmental measures or sanctions;
(e) Epidemics or pandemics;
(f) Labour disputes or strikes;
(g) Failures of telecommunications, internet services or utilities;
(h) Cyberattacks or other large-scale IT disruptions;
(i) Failures of suppliers or Third Parties beyond the Contractor's reasonable control;
(j) Any other event that cannot reasonably be foreseen or prevented.
15.3
During a force majeure event, the Contractor's obligations shall be
suspended for the duration of the event without giving rise to any
liability for damages or compensation.
15.4
If the force majeure event continues for more than ninety (90)
consecutive days, either party may terminate the agreement in writing
with immediate effect, without liability for compensation.
15.5
Any fees due for Services already performed prior to the occurrence
of the force majeure event shall remain fully payable by the Client.
ARTICLE 16 — SUSPENSION AND TERMINATION
16.1
The Contractor may suspend the performance of the Services or terminate
the agreement, in whole or in part, with immediate effect and without
liability, if the Client:
(a) Fails to fulfil its contractual obligations;
(b) Fails to pay any amount when due;
(c) Provides incomplete, inaccurate or misleading information;
(d) Acts unlawfully or in breach of applicable legislation;
(e) Materially breaches these Terms & Conditions.
(a) Fails to fulfil its contractual obligations;
(b) Fails to pay any amount when due;
(c) Provides incomplete, inaccurate or misleading information;
(d) Acts unlawfully or in breach of applicable legislation;
(e) Materially breaches these Terms & Conditions.
16.2
The Contractor may also suspend or terminate the agreement where
continuation of the Services could reasonably expose the Contractor
to legal, financial, regulatory or reputational risks.
16.3
Suspension or termination of the agreement shall not affect any rights,
obligations or liabilities that have accrued prior to the date of
suspension or termination.
16.4
Upon termination of the agreement, all outstanding invoices and any
other amounts owed by the Client shall become immediately due and
payable, unless mandatory applicable law provides otherwise.
16.5
Any provisions of these Terms & Conditions which by their nature are
intended to survive termination, including but not limited to
confidentiality, intellectual property, liability, payment obligations
and governing law, shall remain in full force and effect.
ARTICLE 17 — GOVERNING LAW AND JURISDICTION
17.1
These Terms & Conditions, all agreements between the Contractor and
the Client, and any disputes or claims arising out of or in connection
therewith shall be governed exclusively by the laws of the Netherlands,
excluding its conflict of laws rules.
17.2
Any dispute arising out of or relating to these Terms & Conditions or
the Services provided by the Contractor shall be submitted exclusively
to the competent court in Amsterdam, the Netherlands, unless mandatory
applicable law provides otherwise.
17.3
Before commencing legal proceedings, the parties shall make reasonable
efforts to resolve any dispute through good-faith negotiations.
17.4
If any provision of this Article is held to be invalid or
unenforceable, the remaining provisions shall remain in full force
and effect to the fullest extent permitted by law.
17.5
Nothing in this Article shall prevent the Contractor from seeking
interim, conservatory or injunctive relief before any competent court
where such measures are necessary to protect its rights or interests.
ARTICLE 18 — FINAL PROVISIONS
18.1
These Terms & Conditions constitute the entire agreement between the
parties with respect to their subject matter and supersede all prior
agreements, understandings, negotiations and communications relating
thereto, whether oral or written.
18.2
The Contractor may amend these Terms & Conditions from time to time.
Updated versions shall apply to new agreements and, where legally
permitted, to existing agreements from the date communicated by the
Contractor.
18.3
The Client may not assign, transfer or otherwise dispose of any rights
or obligations arising under an agreement with the Contractor without
the Contractor's prior written consent. The Contractor may assign its
rights and obligations to an affiliated entity or successor in title.
18.4
If these Terms & Conditions are made available in more than one
language, the English version shall prevail in the event of any
discrepancy or inconsistency between the different language versions.
18.5
These Terms & Conditions entered into force on 24 July 2026 and remain
effective until amended or replaced by the Contractor.
Ipanema International
Staverdenplein 4
1107LG Amsterdam
The Netherlands
Dutch CoC: 97934704
VAT: NL005298613B84
contact@ipanemainternational.com
www.ipanemainternational.com