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These general terms and conditions apply to all offers, quotations, and agreements under which Blackbirds B.V. supplies goods and/or services. Blackbirds exclusively supplies business clients (B2B).
Article 1 – Applicability
1.1 These general terms and conditions apply to all offers, quotations, and agreements under which Blackbirds B.V. (hereinafter: supplier) delivers goods and/or services of any kind to the client (hereinafter: customer). Blackbirds exclusively supplies business parties.
1.2 Deviations from these general terms and conditions are only valid if and insofar as they have been expressly agreed upon in writing.
1.3 The applicability of any purchase or other terms and conditions of the client is expressly rejected.
1.4 1.4 If one or more provisions in these general terms and conditions are null and void or are annulled, the remaining provisions will remain fully applicable. The parties will then consult to agree on new provisions for replacement, taking into account as much as possible the purpose and intent of the original provision. If any provision of these general terms and conditions is null and void or is invalidated, the remaining provisions shall remain in full force and effect. The parties shall then consult to agree on replacement provisions, taking into account, to the greatest extent possible, the purpose and intent of the original provision.
1.5 1.5 If there is ambiguity regarding the interpretation of one or more provisions, the interpretation should be made in the spirit of these provisions. If there is ambiguity regarding the interpretation of one or more provisions, the interpretation shall be made in the spirit of these provisions.
1.6 1.6 If the supplier does not always demand strict compliance with these conditions, this does not mean that the provisions are not applicable or that the supplier loses the right to demand strict compliance in other cases. Should the supplier not always insist on strict compliance with these terms, this does not imply that the provisions are not applicable or that the supplier forfeits the right to demand strict compliance in other instances.
Article 1a – DORA Precedence and Applicability of Supplementary Documents
1a.1 For clients falling under the Digital Operational Resilience Act (DORA), the DORA Addendum applies additionally. In case of conflict between these general terms and conditions and the DORA Addendum, the Addendum prevails insofar as it concerns DORA-specific obligations.
1a.2 If parties have agreed upon a Service Level Agreement (SLA), the SLA prevails over these general terms and conditions insofar as it concerns the subjects regulated in the SLA (see also Article 40).
1a.3 The limitation of liability set out in Article 11 remains fully applicable, also with regard to obligations arising from the DORA Addendum or the SLA.
Article 2 – Quotations and Offers
2.1 All offers and quotations from the supplier are non-binding, unless a term for acceptance has been stipulated in the quotation.
2.2 The supplier cannot be held to its quotations if the client can reasonably understand that the quotation contains an obvious mistake or clerical error.
2.3 The prices stated in a quotation are exclusive of VAT and other government levies, and any costs to be incurred in the context of the agreement, unless otherwise indicated.
2.4 If the acceptance deviates from the offer, the supplier is not bound by it. The agreement will then not be concluded in accordance with the deviating acceptance, unless the supplier indicates otherwise.
2.5 Offers or quotations do not automatically apply to future orders.
Article 3 – Conclusion of Agreement, Amendments and Additional Work
3.1 The agreement is concluded at the moment the client accepts the supplier's offer and fulfills the conditions stipulated therein.
3.2 Supplier may — within legal frameworks — ascertain whether the client can meet their payment obligations, as well as all facts and factors relevant to a responsible conclusion of the agreement.
3.3 Supplier may involve third parties in the performance of the agreement. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
3.4 Offsetting a claim by the client is only permitted if the claim is not disputed, the client possesses a written title, and the client has obtained the supplier's prior written consent. Suspension of any obligation by the client is not permitted.
Article 4 – Execution of the agreement
4.1 The supplier shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
4.2 If and insofar as proper execution requires it, the supplier has the right to have certain work performed by third parties. For DORA-obligated clients, additional notification obligations apply in accordance with DORA Addendum section 2.1.
4.3 The client shall ensure that all data necessary for the execution of the agreement is provided to the supplier in a timely manner. In case of untimely provision, the supplier has the right to suspend the execution and/or charge additional costs.
4.4 The supplier is not liable for damages resulting from the supplier having relied on incorrect and/or incomplete data provided by the client, unless such inaccuracy should have been apparent to the supplier.
4.5 If it has been agreed that the agreement will be executed in phases, the supplier may suspend the execution of subsequent phases until the client has approved the results of the preceding phase in writing.
Article 5 – Term and termination
5.1 The agreement is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties explicitly agree otherwise in writing.
5.2 If an agreement has been entered into for a fixed term, it shall be tacitly converted into an agreement for an indefinite period after its expiration, unless one of the parties terminates the agreement with due observance of a 2-month notice period.
5.3 Upon termination of agreements to which a transition period applies (as stipulated in an SLA or the DORA Addendum), the transition period commences after the expiration of the notice period. The SLA or the DORA Addendum shall determine the duration and content of the transition period.
5.4 If the parties have agreed upon a deadline for the completion of certain work within the term, this shall never be considered a strict deadline. In case of exceeding this deadline, the client must provide written notice of default to the supplier.
Article 6 – Intellectual property and copyrights
6.1 The supplier retains all intellectual property rights (including copyright, patent rights, trademark rights) to all designs, software, AI models, algorithms, methodologies, and other materials developed by the supplier, unless otherwise agreed upon in writing by the parties.
6.2 The client may not copy, display to third parties, make available, or otherwise use the aforementioned intellectual property rights without the supplier's prior written consent.
6.3 Usage rights for custom development are governed by Article 37. Parties may record differing IP agreements (transfer of ownership, white-label) in writing in the project agreement.
Article 7 – Confidentiality
7.1 The supplier and client shall ensure that all information received from each other, which they know or can reasonably suspect to be secret or confidential, remains confidential.
7.2 If the supplier is required to provide confidential information to third parties based on a legal provision or court order and cannot invoke a legal privilege, the supplier is not liable for damages, and the client is not entitled to dissolve the agreement based on such disclosure.
7.3 The client may not use information about the supplier's products and/or services for (having) training artificial intelligence, unless the parties have explicitly agreed otherwise in writing.
Article 8 – Remuneration and Payment
8.1 The parties agree on a price for the delivery of products and/or services by the supplier. This price excludes VAT and any costs incurred in the context of the agreement.
8.2 All prices are in euros and exclude VAT, unless otherwise stated.
8.3 The supplier is at all times entitled to request an advance payment or security from the client. In practice, a billing schedule/agreement will be explicitly agreed upon in the contract with the client.
8.4 For business clients, a payment term of 30 days after the invoice date applies, unless the parties have explicitly agreed otherwise in writing.
8.5 The client is obliged to report any inaccuracies in payment details to the supplier within 8 days of the invoice date.
8.6 If the client is in default or in arrears, all reasonable extrajudicial costs incurred to obtain payment shall be borne by the client. For commercial transactions, the extrajudicial costs shall be at least 15% of the principal sum, with a minimum of €250, according to the legally determined scale.
8.7 If the payment term is exceeded, statutory commercial interest of 8% per year is due from the day the client is in default.
8.8 The client is never entitled to set off amounts owed to the supplier. Objections to the amount of an invoice do not suspend the payment obligation.
Article 9 – Price Increase
9.1 The supplier may increase a price within three months after the conclusion of the agreement if the price increase results from an authorization or obligation under the law.
9.2 The supplier is at all times entitled to adjust prices due to circumstances that were not foreseeable at the time the agreement was concluded.
9.3 Price increases with a business client are possible at any time, provided the supplier informs the client at least one month in advance.
Article 10 – Suspension and Dissolution
10.1 The supplier is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if the client fails to fulfill its obligations, fails to fulfill them completely, or fails to fulfill them on time; or if circumstances arising after the conclusion of the agreement give good reason to fear that the client will not fulfill its obligations; or if the client fails to provide the requested security.
10.2 Furthermore, the supplier is authorized to dissolve the agreement if circumstances arise that make performance impossible or if the unaltered continuation of the agreement cannot reasonably be expected from the supplier.
10.3 If the agreement is dissolved, the supplier's claims against the client become immediately due and payable.
10.4 If the supplier proceeds with suspension or dissolution, they are in no way obliged to compensate for any damage and costs arising therefrom.
10.5 If the dissolution is attributable to the client, the supplier is entitled to compensation for the direct and indirect damage caused thereby.
10.6 The agreement terminates immediately if the client is declared bankrupt, applies for a suspension of payments, or if an executory attachment is levied that is not lifted within three months.
Article 11 – Liability
11.1 Any liability for damage arising from or related to the performance of an agreement is limited to what is stipulated in this article.
11.2 The supplier is not liable for damage caused by the supplier relying on incorrect and/or incomplete data provided by or on behalf of the client.
11.3 If the supplier is liable for damage, liability is limited to a maximum of twice the invoice value of the order to which the liability relates, or at least to the amount paid out by the supplier's insurer.
11.4 The supplier is solely liable for direct damage. Direct damage is understood to mean: reasonable costs for determining the cause and extent of the damage; reasonable costs incurred to make the defective performance conform to the agreement; reasonable costs incurred to prevent or limit direct damage.
11.5 The supplier is never liable for indirect damage, including consequential damage, lost profit, missed savings, loss of data, and damage due to business interruption.
11.6 The limitations in this article do not apply if the damage is due to intent or gross negligence on the part of the supplier or its managerial subordinates.
Article 12 – Indemnification
12.1 The client indemnifies the supplier against all third-party claims related to the products and/or services supplied by the supplier.
Article 13 – Force Majeure
13.1 Parties are not obliged to fulfill any obligation if they are prevented from doing so by circumstances beyond their fault and which are not attributable to them by law, a legal act, or generally accepted practice.
13.2 Force majeure is understood to mean all external causes, foreseen or unforeseen, over which the supplier has no control, including strikes at the supplier's company or third parties, as well as large-scale cyberattacks on the supplier's infrastructure.
13.3 During the period that force majeure continues, parties may suspend their obligations. If this period lasts longer than 2 months, either party is entitled to dissolve the agreement, without any obligation to pay damages.
13.4 Insofar as the supplier has partially fulfilled or can fulfill its obligations, and that part has independent value, the supplier is entitled to invoice the already fulfilled part separately.
Article 14 – Warranty Procedure
14.1 The supplier's liability for an attributable shortcoming only arises if the client has promptly and properly given the supplier written notice of default, allowing a reasonable period to remedy the shortcoming, and the supplier still fails to remedy it within that period.
14.2 A prerequisite for any right to compensation to arise is that the client reports the damage to the supplier in writing as soon as possible after it occurs, but no later than 30 days. Any claim for compensation expires after twenty-four months.
Article 15 – General Processing of Personal Data
15.1 The supplier processes the client's personal data in accordance with the General Data Protection Regulation (GDPR). More information about the processing of personal data can be found in the supplier's privacy statement.
Article 16 – Processor Role
16.1 The supplier processes personal data on behalf of the client in accordance with the client's agreed written instructions.
16.2 The client is the data controller within the meaning of the GDPR and determines the purpose and means of processing. The supplier is the processor and has no control over the purpose and means of processing.
16.3 The client warrants to the supplier that they act in accordance with the GDPR and that the use and/or processing of personal data is not unlawful.
16.4 Unless explicitly stated otherwise in the agreement, the supplier's services are not designed for the processing of special categories of personal data.
Article 17 – Data Breaches
17.1 If the supplier discovers a personal data breach, they will inform the client without undue delay. For GDPR data breaches, an initial notification to the client must be made within 24 hours; for other security incidents, as soon as possible, but no later than 48 hours after discovery.
17.2 It is up to client, as the data controller, to assess whether the breach must be reported to the Dutch Data Protection Authority (within 72 hours) or to data subjects. Reporting to authorities remains the responsibility of client at all times.
17.3 Supplier shall cooperate with the provision of information for the purpose of a notification. Supplier may charge client for the reasonable costs incurred in this regard.
Article 18 – Obligations upon Termination of Processing Relationship
18.1 Upon termination of the processing agreement, supplier shall delete all personal data of client in its possession within a reasonable period in such a way that it is no longer accessible, or — if agreed — return it to client in a machine-readable format. Supplier may charge its usual rates for this.
18.2 The provisions of 18.1 do not apply if a legal regulation wholly or partially prevents the deletion.
Article 19 – Data Subject Rights and DPIA
19.1 Supplier shall, where possible, cooperate with reasonable requests from client related to rights invoked by data subjects.
19.2 If client is obliged to do so, supplier shall cooperate with a Data Protection Impact Assessment (DPIA) or a subsequent prior consultation.
19.3 For the activities referred to in this article, supplier may charge its usual rates.
Article 20 – Sub-processors
20.1 Supplier shall state in the agreement whether, and if so which, third parties (sub-processors) it engages in the processing of personal data.
20.2 Client grants permission to supplier to engage other sub-processors for the performance of its obligations.
20.3 Supplier shall inform client of any changes to the sub-processors engaged by the supplier. Client has the right to object to such a change.
This article exclusively pertains to sub-processors within the meaning of the GDPR. Subcontracting of ICT services (not being the processing of personal data) is regulated in Article 4.2 and, for DORA-obligated clients, in the DORA Addendum section 2.1.
Article 21 – Use of Product in Accordance with Intended Purpose
21.1 Client may only use a product or service as intended by supplier. Changes to products or services or use for other purposes require prior written consent from supplier.
21.2 The Customer shall use the Supplier's products or services in accordance with applicable laws and regulations and not for unlawful purposes.
21.3 The Customer warrants to the Supplier that the use does not infringe upon the rights of third parties.
Article 22 – Control, Certification, and Laws and Regulations
22.1 Before using products or services, the Customer must verify that they meet its requirements. It is the Customer's responsibility to comply with all applicable laws and regulations when using the Supplier's products or services.
22.2 If the Supplier, according to certification, complies with certain industry standards, the Supplier may also meet this requirement through equivalent certification.
22.3 The Supplier cannot guarantee that a product or service complies with all sector-specific laws and regulations that the Customer must comply with. The Supplier does not warrant that products or services will be timely adapted to changes in laws or regulations.
22.4 If the Customer can demonstrate that it is essential for them that the Supplier makes adjustments to products or services due to changed laws or regulations, the Customer shall inform the Supplier thereof in writing and in as much detail as possible. The parties shall then consult on whether, how, and within what timeframe this can be implemented. The Supplier may charge costs for this.
22.5 If there is a legal obligation for the Customer to have Supplier's employees participate in security awareness programs, the Supplier is willing to allow its directly involved employees to participate, provided this does not constitute an unreasonable burden. The Supplier may charge reasonable costs for this.
Article 23 – Information Provision to Authorities and Audit Right
23.1 If the Supplier is legally obliged to report to a competent authority, the Customer shall promptly inform the Supplier thereof and provide all necessary cooperation.
23.2 Upon the Customer's first request, the Supplier shall provide the Customer, within 2 weeks at the latest, with all information the Customer needs to fulfill its information obligations towards a competent authority.
23.3 If the Customer cannot meet its legal obligations with this, or if an audit right has been contractually agreed upon, the Customer may have an audit conducted at its own expense, no more than once a year, by an independent, certified external expert bound by a duty of confidentiality. The expert shall provide a copy of the report to the Supplier.
23.4 The Supplier may refuse an expert, audit, or access if, in its opinion, this conflicts with legislation, harms its competitive position, or constitutes an unacceptable breach of implemented security measures.
23.5 All reasonable costs incurred by the Supplier in connection with cooperation on audits shall be borne by the Customer and will be charged at customary rates.
For DORA-obligated customers, additional audit rights apply in accordance with Section 6 of the DORA Addendum.
Article 24 – Data Responsibility
24.1 The Customer is at all times solely responsible and liable for the data processed, generated, stored, transmitted, or otherwise used by the Customer in the context of the Supplier's services.
Article 25 – Security Level
25.1 The supplier secures products and services against loss or any form of unlawful processing. To this end, the supplier takes appropriate technical and organizational measures, taking into account the state of the art, the sensitivity of the data, and the costs of the measures.
25.2 Unless expressly agreed otherwise in writing, the supplier determines the security level based on its own assessment. Upon the client's request, the supplier will inform the client in writing about the determined security level. If the client deems it insufficient, the parties will consult; any additional costs will be borne by the client.
25.3 The supplier does not guarantee that security will be effective under all circumstances.
Article 26 – Security Tools
26.1 If the supplier provides the client with security tools (such as login codes, passwords, tokens, certificates), the client must keep them confidential and make them available exclusively to authorized personnel or authorized third parties.
26.2 In case of suspected misuse or loss of security tools, the client must immediately report this to the supplier, after which the supplier may take appropriate measures.
Article 27 – Security Incidents
27.1 In the event of a security incident involving the supplier's products and/or services, the supplier will inform the client in accordance with the applicable procedures. For DORA-obligated clients, the timelines and procedures as laid down in the SLA and the DORA Addendum apply. The notification will include at least: nature of the incident, time of discovery, affected systems, estimated impact, and measures taken.
27.2 The supplier makes reasonable efforts to mitigate damages through immediate containment, forensic investigation into the cause, and documentation for any audits or authorities.
27.3 Liability for damages resulting from security incidents is governed by Article 11 of these terms and conditions.
Article 28 – Backup and Recovery
28.1 Responsibility for backup and disaster recovery depends on the nature of the services and is allocated as follows:
- If the supplier provides hosting, storage, or management of data/systems: the supplier ensures regular backups. Specific frequency, retention, and recovery objectives (RTO/RPO) will be laid down in the SLA.
- If the client manages systems themselves (own cloud or on-premise deployment): the client is fully responsible for backup strategy, frequency, and testing.
- For development projects: the supplier creates backups during the development period; after delivery, the client is responsible in production, unless a separate support or hosting agreement has been concluded.
28.2 For critical systems where additional assurance is desired (such as multi-region disaster recovery), parties may conclude a separate Business Continuity/Disaster Recovery agreement. Such services will be quoted separately.
Article 29 – Changes to Security Measures
29.1 The Supplier may implement changes to the security measures. If such changes substantially affect the security level, the Supplier shall inform the Client thereof without delay.
29.2 If a change results in a material deterioration of the security level, the Client is entitled to terminate the agreement.
Article 30 – Data Act
30.1 If and to the extent applicable to the agreement, the obligations arising from the Data Act shall apply.
30.2 Upon the Client's request, the Supplier shall grant the Client access to data generated by a product or related service as stipulated in the Data Act, provided that this request complies with the conditions of the Data Act and can reasonably be expected from the Supplier.
30.3 The Supplier may request a reasonable fee for providing data, provided this is permitted under the Data Act.
30.4 The Supplier is not obliged to provide data if this would conflict with intellectual property rights, trade secrets, or pose a security risk.
Article 31 – Use and Responsibility of AI Systems
31.1 If the Supplier develops or makes available an AI system or AI application, the Client shall use it in accordance with: (a) the intended purpose and scope agreed upon in writing at the outset; (b) any user instructions and technical documentation; (c) the risk classification established at the outset in accordance with the AI Act.
31.2 At the start of the project, the parties shall jointly determine in writing: (a) whether the AI application qualifies as high-risk AI; (b) who acts as provider and who as deployer within the meaning of the AI Act; (c) which AI Act obligations lie with which party.
31.3 If, after delivery, the Client uses the AI system for purposes other than agreed, substantially modifies it, or deploys it in a context that qualifies it as high-risk while it was originally developed as low-risk, the Client will be considered a provider within the meaning of the AI Act. The resulting obligations (conformity assessment, CE marking, technical documentation) shall be entirely at the Client's expense and risk.
Article 32 – AI Characteristics and Guarantees
32.1 The Client acknowledges and accepts that AI systems have inherent characteristics, including: self-learning and adaptive properties where outcomes evolve; model drift where performance decreases because reality changes relative to training data; and the probabilistic nature where models provide probabilities, not certainties.
32.2 The Supplier does not guarantee that AI predictions will be correct or optimal under all circumstances; that the model will continue to deliver the same performance over a long period without retraining; or that the model will function well with data that deviates significantly from the training data.
32.3 If the parties have agreed in writing on explicit, measurable performance criteria, these shall apply exclusively to the scenarios and datasets tested upon acceptance, provided that the Client ensures comparable data quality.
32.4 If the parties have agreed upon a separate SLA, the performance guarantees and availability requirements contained therein shall prevail over the general provisions in this article.
32.5 The Client is responsible for: monitoring model performance in production; timely detection of declining quality; and making business decisions based on AI outcomes (human oversight).
Article 33 – AI Modifications and Branding
33.1 The Client may not make substantial changes to the AI application without the Supplier's prior written consent, including retraining with different datasets, modifying model architecture or decision logic, or adjusting input features. Such changes invalidate the Supplier's warranties and support.
33.2 The Client may, without permission, however: make configuration adjustments within parameters provided by the Supplier; modify user interface elements without impacting the model; integrate with its own systems via documented APIs; and add performance monitoring.
33.3 For standard AI platforms, the Client may not, without permission, place its own name or brand on the AI application or remove the Supplier's branding. For custom development, parties may make different arrangements (white-label, co-branding).
Article 34 – Post-Market Monitoring and AI Incident Reporting
34.1 For AI systems for which the AI Act requires post-market monitoring, the Supplier is entitled to perform monitoring in accordance with legal obligations. The Supplier shall not collect personal data or commercially sensitive data from the Client in this process, unless strictly necessary and with explicit consent.
34.2 For reporting serious incidents involving AI systems, the procedures laid down in the SLA apply, or in their absence, the reporting procedure of Article 27. The parties shall jointly assess whether reporting to a competent authority is required.
Article 35 – Reuse and Human Oversight
35.1 The Client may not use AI models, algorithms, datasets, or other AI components in applications other than those agreed upon, integrate them into other AI systems, or share them with third parties for AI development purposes, without the prior written consent of the Supplier.
35.2 The Client is responsible for implementing appropriate human oversight of the use of the AI application, especially if it concerns a high-risk AI system. This includes, at a minimum: that end-users understand they are interacting with an AI system; that AI output is validated before critical decisions are made; and that an escalation procedure exists for unexpected behavior.
35.3 The Client shall ensure an adequate level of AI literacy among its personnel who use, develop, or manage the AI application.
Article 36 – Specifications and Development
36.1 Development always takes place based on a contract for services. If specifications have not already been provided to the Supplier before or upon entering into the agreement, the parties shall jointly specify in writing which software and/or AI application will be developed.
36.2 The Supplier shall develop with due care, observing the expressly agreed specifications and the project organization, methods, and procedures agreed upon in writing.
36.3 The Supplier may require the Client to agree to the specifications in writing before commencing development activities.
Article 37 – Agile Development
37.1 If parties use an iterative development method, parties accept: (a) that the work at the outset is not performed based on fully detailed specifications; and (b) that previously agreed specifications may be adjusted during execution in mutual consultation.
37.2 In AI/ML development, parties acknowledge that initial hypotheses regarding model performance and data requirements will be validated or adjusted during the project, and that experimenting with different algorithms and features is part of the development process.
37.3 Parties are jointly responsible for prompt decision-making. In the absence of timely and clear decisions by the Client, the Supplier is entitled to make decisions, at its own reasonable discretion, that are necessary to continue the project. The Supplier is not liable for the consequences of decisions that were necessary due to a lack of timely Client input.
37.4 The Client acknowledges that in agile AI development, the end result evolves during the project and not all initial specifications are necessarily met. The focus is on delivering maximum business value within the agreed framework.
Article 38 – Delivery and Acceptance
38.1 Delivery occurs when the Supplier makes the software and/or AI application available for use or testing by the Client.
38.2 The acceptance period is 14 days after delivery for traditional software and 30 days for AI/ML systems, unless otherwise agreed. The Client shall test the delivered software in a timely manner and report any errors in writing as soon as possible.
38.3 The Client shall report findings in writing, stating: description of the problem; steps to reproduce the problem; for AI/ML: input data and expected versus actual output; urgency and business impact.
38.4 If the Client fails to meet its obligations or fails to do so in a timely manner, the software shall be deemed accepted after the acceptance period has expired. Acceptance cannot be withheld due to minor errors that do not impede commissioning.
Article 39 – Right of Use for Software
39.1 If the Supplier develops custom software or AI systems for the Client, the Client obtains a non-exclusive, non-transferable right of use for the agreed purpose after full payment. Intellectual property rights remain with the Supplier, unless otherwise agreed in writing.
39.2 Parties may agree in writing that the Client obtains full intellectual property rights. Underlying reusable components, frameworks, and methodologies remain the property of the Supplier. The remuneration will be adjusted accordingly.
39.3 The Client may use the software for its customary business operations. Use for commercial services to third parties (including SaaS, hosting, outsourcing) requires prior written consent from the Supplier.
Article 40 – Remuneration for Software Development
40.1 The remuneration for software development shall be determined in consultation: as a fixed amount, time and materials billing based on hours spent, a fixed amount per phase, or another agreed model.
40.2 In the case of time and materials billing, an estimate of the probable price or the estimated number of hours is not binding. The remuneration is calculated based on actual hours spent.
Article 41 – Warranty for Software Development
41.1 The Supplier guarantees that traditional software complies with the agreed specifications, provided the Client uses the software under the agreed conditions.
41.2 For AI systems, the Supplier guarantees: careful development in accordance with industry best practices; training and validation on the agreed datasets; and that the system, upon delivery, meets the agreed performance metrics as tested during acceptance. The Supplier does not guarantee that the model will continue to deliver the same performance over a long period, nor that it will function correctly with data that deviates significantly from training data.
41.3 The warranty expires if the Client makes changes without permission; retrains the model or changes the architecture; or uses the system outside the specified preconditions.
41.4 The warranty period is [30/60/90] days after acceptance, or as otherwise agreed in writing. Within this period, the Supplier shall rectify defects free of charge, replace the system, or, if repair is impossible, (partially) refund the fee.
Article 42 – Reference to Service Level Agreement
42.1 If the parties have agreed that the Supplier shall provide maintenance, support, monitoring or other ongoing services, the mutual rights and obligations shall be laid down in a separate Service Level Agreement (SLA).
42.2 The SLA shall regulate, among other things: description of the services; support levels and response times; availability guarantees; incident and change management; remuneration and invoicing; and term and termination.
42.3 In case of conflict between these general terms and conditions and the SLA, the SLA shall prevail insofar as it concerns the subjects mentioned in 42.2.
42.4 If no separate SLA has been agreed upon, the Supplier shall provide support and maintenance solely on the basis of individual assignments at standard rates.
Article 43 – Advisory Services
43.1 The Supplier shall exercise the diligence in providing advice that may be expected of a reasonably competent and reasonably acting advisor.
43.2 The advisory assignment is a best-efforts obligation and not a results-based obligation. The supplier does not guarantee that the objective intended by the client will be achieved.
43.3 The client accepts that advice is often based on incomplete information and that the outcomes may differ from expectations.
43.4 Liability for damages resulting from advice is governed by Article 11 of these terms and conditions.
Article 44 – Education and training
44.1 If the supplier provides a course or training, the supplier endeavors to provide a high-quality course or training. This is a best-efforts obligation.
44.2 The supplier does not guarantee that participants will have achieved a certain level upon completion.
44.3 If the course or training cannot proceed due to force majeure or insufficient registrations, the supplier shall inform the client as soon as possible. The client is entitled to a refund of amounts already paid, but not to compensation for damages.
Artikel 45 – Hosting
45.1 The supplier endeavors to ensure the hosting service is available as continuously as possible. The supplier cannot guarantee that the service will be available at all times.
45.2 The supplier may temporarily suspend the hosting service for maintenance, adjustments, or improvements. The supplier shall notify the client in advance and strives to schedule maintenance outside of business hours.
45.3 The supplier is not liable for damages resulting from the unavailability of the hosting service, unless there is intent or gross negligence on the part of the supplier.
Article 46 – Final provisions
46.1 This agreement is governed by Dutch law.
46.2 Unless mandatory legal provisions dictate otherwise, all disputes shall be submitted to the competent Dutch court in the district where the supplier is located.
46.3 Should any provision of these terms and conditions be declared null and void, this shall not affect the validity of the entire agreement. The parties shall agree on new provisions to replace it, giving effect to the intent of the original provision as far as legally possible.
46.4 For the purpose of these terms and conditions, 'in writing' also includes communication by email, provided that the sender's identity and authenticity are sufficiently established.
