Terms and conditions

Version 1.1 – 1 July 2026
Santos Recherchebureau B.V.
Reykjavikstraat 1
3543 KH Utrecht
Chamber of Commerce (KvK) no.: 89242033

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

• Santos: Santos Recherchebureau B.V., based in Utrecht.
• Client: any natural or legal person who provides Santos with an assignment or enters into an agreement with Santos.
• Assignment: any assignment to carry out investigative, detective, advisory or related work.
• Agreement: any agreement between Santos and Client to which these terms and conditions apply.
• Data subject: the natural person or persons to whom an investigation relates, in whole or in part.
• Investigation report: any written or digital report in which Santos records the findings of an investigation.

Article 2 – Applicability

1. These terms and conditions apply to all quotes, assignment confirmations, agreements and work carried out by Santos, unless expressly agreed otherwise in writing.
2. Deviations from these terms and conditions are only valid if agreed in writing between Santos and Client.
3. If a provision in a separate agreement or assignment confirmation conflicts with these terms and conditions, the specifically agreed provision prevails.
4. The applicability of Client's own terms and conditions is expressly rejected, unless Santos has accepted them in writing.

Article 3 – Formation of the assignment

1. An agreement is formed once Client has given written or email approval to a quote or assignment confirmation from Santos, or as soon as Santos, with Client's consent, has started carrying out the work.
2. Prior to accepting an assignment, Santos may request additional information in order to assess the nature, lawfulness and feasibility of the assignment.
3. Santos is at all times entitled to decline an assignment if it considers the assignment to be unlawful, disproportionate, unfeasible or otherwise not professionally responsible.

Article 4 – Client's obligations

1. Client shall provide Santos in good time with all information reasonably necessary for the assessment, preparation and execution of the assignment.
2. Client warrants that the information it provides is accurate and complete to the best of its knowledge.
3. Client shall inform Santos as soon as possible of any changes or new circumstances that may be relevant to the investigation.
4. Client shall refrain from giving instructions that conflict with applicable laws and regulations or with Santos's professional obligations.
5. Santos may rely on the accuracy of the information provided by Client when carrying out its work, unless there is reason to doubt it.

Article 5 – Assessment and execution of investigations

1. Santos carries out its work to the best of its knowledge and ability and in accordance with the laws, regulations and professional standards applicable to private investigation agencies.
2. Santos determines, from its own professional responsibility, which investigative methods may be applied within the agreed assignment.
3. When carrying out an investigation, Santos takes into account, among other things, proportionality, subsidiarity, purpose limitation and data minimisation.
4. Santos may adjust, refrain from carrying out, or terminate an investigative method if, in its judgement, continuation is no longer lawful, proportionate, effective, safe or professionally responsible.
5. If such a change affects the nature, scope or cost of the assignment, Santos will, where possible, consult with Client about this in advance.

Article 6 – Best-efforts obligation and investigation outcome

1. All work carried out by Santos constitutes a best-efforts obligation, unless expressly agreed otherwise in writing.
2. Santos does not guarantee the outcome of an investigation.
3. The absence of observations or investigation findings does not necessarily mean that certain conduct, activities or circumstances did not occur.
4. Circumstances such as traffic conditions, weather conditions, loss of visual contact during an observation, the behaviour of data subjects, technical limitations and other circumstances beyond Santos's control may affect the outcome of an investigation.
5. The absence of the outcome desired or expected by Client does not release Client from its payment obligations.

Article 7 – Deployment of investigators and third parties

1. Taking into account the nature and purpose of the assignment, Santos determines how many investigators and which resources are necessary or desirable for a professional execution of the investigation.
2. Santos may engage staff, investigators, experts or other third parties to carry out an assignment.
3. Santos ensures that individuals with access to confidential investigation information are bound by appropriate confidentiality obligations.

Article 8 – Fees and costs

1. Work is carried out at the rates stated in the quote, assignment confirmation, framework agreement or otherwise agreed in writing.
2. All rates and amounts are exclusive of VAT, unless expressly stated otherwise.
3. Travel time, mileage, parking costs, toll charges, accommodation costs and other costs necessary for carrying out the assignment may be charged separately, insofar as agreed in advance or evident from the assignment confirmation.
4. If additional work proves necessary or desirable during the investigation and this leads to a material increase in costs, Santos will, where possible, consult with Client about this in advance.

Article 9 – Cancellation and rescheduling of planned work

1. Client may cancel scheduled investigative work in writing or by email.
2. In the event of cancellation more than 48 hours before the scheduled start of the work, no costs will be charged for the cancelled deployment, except for costs already incurred or preparatory work already carried out.
3. In the event of cancellation between 24 and 48 hours before the scheduled start, Santos is entitled to charge 50% of the planned investigation hours.
4. In the event of cancellation less than 24 hours before the scheduled start, Santos is entitled to charge 100% of the planned investigation hours.
5. If Client requests that work already underway during an observation or investigative deployment be terminated early, the hours already spent and costs already incurred will be charged in full.
6. Santos will make reasonable efforts to find a suitable solution in the event of scheduling changes.

Article 10 – Invoicing and payment

1. Santos invoices in accordance with the arrangements set out in the quote, assignment confirmation or agreement.
2. Invoices must be paid within 14 days of the invoice date, unless a different payment term has been agreed in writing.
3. If Client fails to pay within the agreed payment term, Client owes statutory interest once in default.
4. Reasonable extrajudicial costs incurred by Santos in obtaining payment may be recovered from Client in accordance with applicable law.
5. Objections to an invoice do not suspend the obligation to pay, unless the Parties agree otherwise in writing.

Article 11 – Reporting

1. Santos reports its investigation findings factually, objectively and within the previously established purpose of the investigation.
2. Santos determines, from its own professional responsibility, which information is relevant to include in an investigation report.
3. Irrelevant private information and irrelevant image material are, where possible, not included in the report.
4. Investigation reports contain the findings that could actually be established during the investigation period.
5. Santos's reports are drawn up for the purpose of the investigation agreed with Client.
6. Client is responsible for how it subsequently uses the investigation findings and for any employment-law, civil-law, criminal-law, administrative-law or other decisions taken on that basis.

Article 12 – Confidentiality

1. Santos treats all confidential information it receives or gathers in connection with an assignment as confidential.
2. Confidential information includes, among other things:
   • personal data;
   • information about data subjects;
   • the reason for and content of investigations;
   • investigative strategies and methods;
   • investigation findings;
   • reports and image material;
   • commercially confidential information.
3. Santos only provides confidential investigation information to individuals for whom access is necessary to carry out the assignment, or to recipients designated by Client.
4. Confidential information is not disclosed to third parties, unless this is necessary for carrying out the assignment, Client has given consent, or Santos is legally required to disclose it.
5. Client likewise treats Santos's reports, investigation information and information about its investigative strategies and methods as confidential and only shares these with individuals for whom this is necessary.
6. Santos ensures that staff, investigators and other individuals engaged by Santos who have access to confidential investigation information are bound by confidentiality.
7. The confidentiality obligations remain in full force after the agreement has ended.

Article 13 – Personal data

1. Santos processes personal data in accordance with applicable privacy legislation.
2. Personal data is only processed insofar as necessary for the assessment, preparation, execution and administrative handling of an investigation assignment, or insofar as required by law.
3. Santos takes appropriate technical and organisational measures to protect personal data and investigation information.
4. Client shall only provide Santos with personal data that is relevant and necessary for the relevant investigation assignment.
5. Each Party is responsible for compliance with privacy legislation insofar as it applies to its own processing of personal data.

See also our privacy policy for more information on how we handle personal data.

Article 14 – Retention periods and destruction

1. Santos does not retain investigation data for longer than necessary for the purpose for which it was processed, or longer than necessary under applicable laws and regulations.
2. After the applicable retention period has expired, investigation data is appropriately deleted or destroyed, unless a legal obligation or justified need requires longer retention.

Article 15 – Intellectual property and use of reports

1. The intellectual property rights to methods, models, formats, investigative strategies and other materials developed by Santos remain vested in Santos, unless otherwise agreed in writing.
2. Client may use an investigation report for the purpose for which the assignment was given.
3. Without Santos's prior written consent, an investigation report may not be published or made public for commercial purposes, except insofar as disclosure is necessary in connection with legal proceedings, advice, or a legal obligation.
4. Client is permitted to provide investigation reports to legal advisers, insurers, competent government authorities, courts and other parties, insofar as reasonably necessary in connection with the purpose for which the investigation was carried out.

Article 16 – Liability

1. Santos is only liable for direct damage that is the direct result of a shortcoming attributable to Santos in the performance of the agreement.
2. Santos's total liability in connection with an assignment is limited to the amount invoiced by Santos to Client for the relevant assignment, excluding VAT.
3. If an assignment has a duration of more than six months, total liability is limited to the amount invoiced by Santos for the relevant assignment during the six months preceding the event causing the damage.
4. A series of related events or shortcomings is regarded as a single event for the purposes of this article.
5. To the extent permitted by law, Santos is not liable for indirect damage or consequential damage, including in any case: loss of profit, missed savings, loss of income, reputational damage, business interruption, and damage resulting from decisions or measures taken by Client or third parties on the basis of investigation findings.
6. Santos is not liable for damage wholly or partly resulting from incorrect, incomplete or untimely information provided by Client or third parties.
7. Client remains responsible for assessing and using the investigation findings provided by Santos, and for any employment-law, civil-law, criminal-law, administrative-law or other decisions taken as a result.
8. A claim for damages must be reported to Santos in writing and with reasons as soon as possible after Client discovered, or could reasonably have discovered, the damage and Santos's possible liability.
9. The exclusions and limitations of liability set out in this article do not apply insofar as the damage is the result of intent or deliberate recklessness on the part of Santos, or where exclusion or limitation of liability is not permitted under mandatory law.

Article 17 – Force majeure

1. Santos is not liable for a shortcoming in performance if this results from circumstances reasonably beyond its control.
2. This may include, among other things, illness or unexpected unavailability of staff, serious traffic disruptions, failures in communication or information systems, government measures, and other unforeseen circumstances that temporarily prevent the assignment from being carried out.
3. Santos will inform Client as soon as possible if such a circumstance affects the execution of an assignment.

Article 18 – Suspension and termination

1. Santos may suspend or terminate the execution of an assignment if:
   • Client fails to fulfil its obligations;
   • necessary information is not provided, or not provided in time;
   • due invoices are not paid;
   • continuation of the investigation is no longer lawful or professionally responsible;
   • the safety of investigators or third parties is at stake;
   • continuation cannot reasonably be required of Santos.
2. Work already carried out and costs already incurred remain payable in that case.
3. Where possible, Santos will inform Client in advance of suspension or termination, unless the nature or urgency of the circumstances precludes this.

Article 19 – Complaints

1. Complaints about the execution of work must be reported to Santos in writing as soon as possible after being noticed.
2. A complaint does not release Client from its payment obligations.
3. Santos handles complaints in accordance with the legal and professional obligations applicable to private investigation agencies and Santos's own complaints procedure.

See our complaints procedure for the full process.

Article 20 – Amendment of these terms and conditions

1. Santos is entitled to amend these terms and conditions.
2. For an assignment already accepted, the terms and conditions that applied at the time the assignment was formed will in principle continue to apply, unless the Parties agree otherwise or an amendment is necessary due to changes in laws or regulations.

Article 21 – Invalidity or voidability

If one or more provisions of these terms and conditions prove to be invalid, voidable or otherwise unenforceable, the remaining provisions will remain in full force.

In that case, the Parties will, as far as possible, align with the purpose and intent of the original provision.

Article 22 – Applicable law and disputes

1. Dutch law applies to all agreements between Santos and Client.
2. In the event of a dispute, the Parties will first attempt to reach a solution through mutual consultation.
3. If this does not lead to a solution, the dispute will be submitted to the competent court under Dutch law.