General Terms and Conditions

Last amended on 13/08/2026 in Hoofddorp, the Netherlands.

‍

‍

Article 1: Definitions

1.1 Client: the natural person or legal entity that has commissioned Techletes B.V. to provide services or products. If the Client uses a trade name that refers to multiple natural persons, legal entities or entities, all such parties shall be jointly and severally liable for fulfilment of the obligations under the Agreement and these General Terms and Conditions.

1.2 Contractor: Techletes B.V., having its registered office in Hoofddorp and registered with the Trade Register under Chamber of Commerce number 99772140, hereinafter referred to as: “Techletes”.

1.3 Quotation: a document prepared by the Contractor (in writing or electronically) describing the proposed work or deliveries and estimating the associated costs.

1.4 Engagement: the agreement between the Client and the Contractor concerning the performance of certain services or the delivery of products.

1.5 Order Confirmation: the Client’s verbal or written acceptance of a quotation, price proposal or rate issued by the Contractor, by which the Agreement is concluded.

1.6 Agreement: the legally valid arrangement between the Client and the Contractor under which the Contractor provides services and/or delivers products to the Client in return for a fee payable by the Client, as set out in a signed quotation, order confirmation or separate contract.

1.7 Services: all work or services to be provided by Techletes for the Client, including (but not limited to) developing dashboards, AI models, NLP tools, data integration, hosting, monitoring and maintenance, as well as developing and implementing software and AI solutions and all other forms of support or advice in the field of data and AI agreed between the parties.

1.8 Client Data: all data, information or materials (including personal data and business data) provided by the Client to the Contractor in connection with the performance of the Engagement.

1.9 Custom Work: all software, models, algorithms, reports or other results developed by the Contractor specifically under commission and for the benefit of the Client.

1.10 Artificial Intelligence (AI): technology, models or algorithms used or supplied by the Contractor for automated analysis, prediction, decision-making or natural language processing, with the aim of automating certain intellectual tasks performed by people.

1.11 In Writing: communication in writing, including electronic communication by email or other electronic means of communication, provided that the identity of the sender and the integrity of the content are sufficiently established.

1.12 In production (‘live’): the point at which a solution developed by the Contractor is used on a regular basis by the Client or its end users, regardless of whether further development, testing or expansion of functionality is still taking place.

‍

Article 2: Applicability and scope

2.1 These General Terms and Conditions, version 23/02/2026, apply to all quotations, engagements, agreements and follow-up engagements under which Techletes (the Contractor) provides services or delivers products to the Client, as well as to all legal relationships arising from or related to them, unless the parties expressly agree in writing to derogate from these terms.

2.2 The provisions of these General Terms and Conditions are stipulated not only for the benefit of the Contractor but also, where relevant, for the benefit of the Contractor’s directors, all persons working for or on behalf of the Contractor or engaged in the performance of the Engagement, and all persons for whose acts or omissions the Contractor could be legally liable.

2.3 The applicability of any general or specific (purchasing) terms and conditions used by the Client is expressly excluded, unless those other terms and conditions have been accepted by the Contractor in writing. In that case, these General Terms and Conditions apply additionally.

2.4 If the Contractor does not always require strict compliance with these General Terms and Conditions, this does not mean that their provisions do not apply or that the Contractor would lose the right to require strict compliance with these terms in other cases.

2.5 In the event of a conflict between the text of these General Terms and Conditions and any annexes or other terms and conditions declared applicable (such as modules of the Nederland ICT Office Terms and Conditions 2014 and later versions, or the NLdigital Terms and Conditions), the text of these General Terms and Conditions shall prevail, unless the Agreement expressly provides otherwise.

2.6 Even after termination or rescission of the Agreement, these General Terms and Conditions shall continue to govern the legal relationship between the parties to the extent necessary to settle that relationship (for example, provisions concerning payment, liability, confidentiality and intellectual property).

‍

Article 3: Conclusion of the Agreement

3.1 At the Client’s request, the Contractor shall submit a quotation or price proposal to the Client for approval before commencing work. Any time limits and descriptions included in the quotation are indicative. If deviations from a quotation or estimate provided occur during performance, the Contractor shall notify the Client of this as soon as possible.

3.2 A verbal offer by the Contractor must be accepted immediately for an Agreement to be concluded. If a verbal offer is not accepted immediately, it shall lapse. In the case of a verbal Engagement, the actual commencement of the work by the Contractor, to which the Client has not objected without delay, shall constitute confirmation of the Engagement.

3.3 A written offer or quotation from the Contractor is valid for a period of 30 days, unless the quotation expressly states a different acceptance period. After this period has expired, the offer shall automatically lapse, unless the Contractor states otherwise in writing. The Contractor shall only be bound if the Client accepts the quotation in writing within the specified period. If the Client accepts an offer or quotation after the specified period, the Contractor shall have the right to revoke the offer within 14 calendar days after receipt of the acceptance. If the Client verbally accepts a non-binding offer without a time limit, the provisions of paragraph 3.2 of this article shall apply.

3.4 The Contractor shall not be bound by quotations or offers – nor by order confirmations based on them – if the Client could reasonably have understood that there was an obvious mistake or clerical error. The Contractor shall have the right to unilaterally correct such mistakes or clerical errors.

3.5 Any annexes or documentation to the Agreement may be amended or supplemented in writing by the parties during the term of the Agreement. Such amended or new annexes shall enter into force after they have been signed by both parties and shall then form an integral part of the Agreement.

‍

Article 4: Term and extension of the Agreement

4.1 Unless otherwise agreed, an Agreement for a fixed term shall, after the expiry of the initially agreed term, be tacitly extended on unchanged terms for successive periods of the same duration. The Client may prevent such an extension by giving written notice (by registered letter or service of process) at least three months before the end of the current term that it does not wish to extend the Agreement.

4.2 Unless expressly agreed otherwise, the Client may not terminate an Agreement for a fixed term prematurely. The applicability of Article 7:408 paragraph 1 of the Dutch Civil Code (which grants a Client the authority to terminate under certain circumstances) is hereby excluded.

4.3 By way of derogation from Article 7:408 paragraph 2 of the Dutch Civil Code, only the Contractor shall be entitled to terminate an Agreement for an indefinite term at any time (unless the nature of the Agreement or reasonableness and fairness preclude this), subject to a notice period of at least 30 days. In such a case, the Client shall not be entitled to any compensation for damage on account of the termination.

‍

Article 5: Performance of the Engagement by the Contractor

5.1 Scope of Engagement: The scope of the Engagement shall be determined by what the parties have agreed in writing (for example, in the quotation or Agreement). A quotation issued by the Contractor and accepted by the Client forms part of the Engagement, unless the parties agree otherwise after work has commenced.

5.2 Expertise and care: The Contractor shall perform the agreed Services to the best of its knowledge and ability, with due care and in accordance with the requirements of good workmanship, all in line with the laws and regulations in force at the time of performance. All Services of the Contractor are performed on the basis of an obligation to use reasonable efforts, unless a specific result has been expressly promised in writing and that result has been described with sufficient detail. If a specific result has been agreed, the Contractor shall use reasonable efforts to achieve that result.

5.3 Independence: The Contractor performs the work as an independent service provider. The Contractor is free to perform the Engagement according to its own technical and creative judgement and is not directed by the Client other than within the parameters and results set out in the Agreement. The Contractor may organise the work in the manner it considers appropriate, except where expressly agreed otherwise.

5.4 Use of results: Any use by the Client of advice, reports, data analyses, (AI) models, predictions, software or other results delivered by the Contractor shall be entirely at the Client’s own risk. The Client is responsible for the choices it makes on the basis of these results and for the way in which it applies them. The Contractor does not guarantee that the analyses, predictions or AI output delivered by it are free from inaccuracies or suitable for all purposes intended by the Client.

5.5 Confidentiality of methods: Without the Contractor’s prior written consent, the Client shall not make disclosures to third parties about the Contractor’s approach, working methods and techniques, nor disclose the contents of advice, reports or other documents issued by the Contractor. The Client shall use the advice and reports provided by the Contractor solely for its own use.

‍

Article 6: Client obligations and cooperation

6.1 Timely provision of information: The Client shall provide the Contractor in a timely, complete and, to the best of its knowledge, accurate manner with all information, data, access and cooperation necessary for the proper performance of the Engagement. The Client guarantees the accuracy and completeness of the information provided. If the Client fails to fulfil this obligation, does not do so in a timely manner or does so incorrectly, the Contractor shall be entitled to suspend performance of the Engagement until the Client fulfils these obligations. Any additional costs and delays resulting from this shall be borne by the Client.

6.2 Internal communication and feedback: The Client shall ensure the internal distribution within its own organisation of information, reports and advice provided by the Contractor in connection with the Engagement. The Client shall review this information in a timely manner and inform the Contractor of any questions or points for attention. The Client shall also inform the Contractor in advance of all circumstances that are or may be relevant to performance of the Engagement, such as specific wishes regarding reporting, prioritisation, the availability of its own staff and resources, and special facts or circumstances not apparent from the information provided about the Engagement.

6.3 Rights and consents: The Client shall ensure that it has all rights, consents and authorisations necessary to use the materials, data and software it provides to the Contractor and to allow the Contractor to use them for the performance of the Agreement. The Client shall indemnify the Contractor against all third-party claims arising from the absence of such rights or consents.

‍

Article 7: ICT infrastructure made available (hosting)

7.1 Availability: If, in connection with the Engagement, the Contractor makes ICT infrastructure (for example, an online platform, hosting environment or application) available remotely to the Client, the Contractor shall use reasonable efforts to ensure that this infrastructure functions properly and to achieve the highest possible availability and performance. However, the Contractor does not guarantee that the systems will operate at all times without interruption, delay or errors.

7.2 Changes and maintenance: The Contractor reserves the right to make interim changes to the technical features of the ICT infrastructure made available (including software) in order to improve functionality, correct errors or comply with new legal requirements. The Contractor shall use reasonable efforts to identify and remedy errors and vulnerabilities in a timely manner, but does not guarantee that all errors will always be corrected (in a timely manner).

7.3 Maintenance periods: The Contractor shall be entitled to temporarily take the ICT infrastructure out of service for maintenance, modifications or improvements. The Contractor shall preferably arrange such periods of unavailability outside office hours and inform the Client of planned maintenance periods in advance and in a timely manner. The Contractor shall not be liable for damage or costs incurred by the Client as a result of such unavailability.

7.4 Backups: The Contractor shall only be responsible for making backups of the Client’s data if this has been expressly agreed in writing in the Agreement. In the absence of such an agreement, the Client shall be responsible for ensuring that its data is adequately backed up.

7.5 Security and access: The Contractor shall use reasonable efforts to take reasonable security measures to protect the data stored by the Client on the infrastructure. However, except where legally required to do so, the Contractor shall not be responsible for unauthorised access to or unauthorised use of the Client’s data by third parties. The Client acknowledges that complete security cannot be guaranteed.

7.6 Responsibility for data entry: The Client and its end users independently determine which data they store, process or enter through the infrastructure provided by the Contractor. The Contractor has no knowledge of the content of this data and limits itself to facilitating the infrastructure. The Client remains fully responsible and liable for the accuracy, quality and lawfulness of data entered by it or its users, for the results of data analyses it performs on the basis of this data and for any loss of that data. The Contractor shall not be liable for damage resulting from inaccurate or unlawful data entered by the Client or from the loss of data entered by the Client.

7.7 Use by the Client itself: The Client may use the ICT infrastructure made available by the Contractor solely for the benefit of its own organisation and only for the intended internal purposes as agreed. The Client is not permitted to allow third parties (including branches, sister or subsidiary companies, or other relations) to use the infrastructure or provide them with access to it, unless otherwise agreed in writing.

‍

Article 8: Changes to the Engagement

8.1 If, after conclusion of the Agreement, changes occur in the assumptions or circumstances on which the Engagement is based, or if, in the parties’ view, proper performance of the Engagement requires additional or different work, the parties shall consult about adjusting the Engagement. In those consultations, both parties shall take each other’s legitimate interests into account.

8.2 Changes or extensions made to the Engagement should, in principle, be confirmed in writing by the Client, after which the Contractor shall confirm its written approval of the change. Changes agreed verbally shall be at the Client’s risk; the Client bears the risk that the change is not correctly performed or implemented, as well as any consequences thereof.

8.3 Any additional or reduced costs resulting from a change made to the Engagement shall, unless expressly agreed otherwise, be for the account and risk, respectively, of the Client. If a deadline or delivery time agreed is brought forward or otherwise changed at the Client’s request, any additional costs arising as a result shall likewise be borne entirely by the Client.

8.4 The Client acknowledges that interim changes to the Engagement (such as expanding or reducing the work, or changing the approach or working method) may affect the agreed schedule and delivery dates for the work. An agreed change may therefore result in a reasonable extension of the period for performance by the Contractor.

‍

Article 9: Engagement of third parties

9.1 The Contractor shall be entitled to have the agreed work performed, in whole or in part, by one or more employees, freelancers or other third parties, provided this is done under its responsibility. The Contractor shall remain the Client’s point of contact.

9.2 If the Contractor intends to engage a third party to perform specific work, it shall inform the Client thereof. To the extent that the general terms and conditions of such an engaged third party apply to the work, the Contractor may, in addition to these General Terms and Conditions, also invoke the provisions of that third party’s terms and conditions against the Client as if the Contractor itself had stipulated those provisions. This applies only to the extent that the third party was engaged by the Contractor to perform (part of) the Engagement.

9.3 The Contractor shall not be liable for failures or errors attributable to third parties engaged by it, provided it exercised due care in selecting those third parties. The Contractor shall exercise due care when selecting and instructing third parties.

‍

Article 10: Time limits and delivery

10.1 Any time limits for performance or delivery specified by the Contractor or agreed with the Client (for example, a project schedule or deadline) are always indicative target dates and are not strict deadlines. Exceeding a time limit alone therefore does not constitute an attributable failure by the Contractor and does not automatically entitle the Client to compensation for damage, rescission of the Agreement or suspension of any of its own obligations. A time limit shall only be a strict deadline if the parties have expressly agreed in writing that it is one.

10.2 If the Contractor expects that a particular time limit will not be met, it shall notify the Client of this as soon as possible. In that case, the parties shall consult about an appropriate adjustment to the schedule. Exceeding time limits does not entitle the Client to terminate the Agreement, unless the delay is such that the Client cannot reasonably be required to maintain the relevant part of the Agreement (as assessed in proper consultation or, if necessary, by a mediator/court).

‍

Article 11: Acceptance of delivered results

11.1 If the parties have not expressly agreed an acceptance test or acceptance procedure for the delivery of (custom) products or results (such as software, programs, apps, (source) code, datasets or documentation – hereinafter collectively referred to as the “software” or the “result”), the Client accepts the delivered result in the condition in which it is at the time of delivery, with all possible visible and hidden errors and defects (“as is”). In that case, the result shall be deemed accepted by the Client at the time of delivery or – if installation to be performed by the Contractor has been agreed in writing – upon completion of the installation.

11.2 If a written acceptance test has been agreed, the test criteria, duration of the test period and acceptance criteria shall be determined by the parties in writing. The Client shall carefully carry out the test within the agreed test period and inform the Contractor in writing of any defects identified. The result shall be deemed accepted if and when the Client confirms acceptance in writing before the end of the test period, or fails to report within the test period any defects that prevent acceptance.

11.3 Minor defects that do not reasonably impede the operational use of the result (for example, cosmetic errors or minor deviations in functionality) shall not constitute grounds for withholding acceptance. The Contractor shall remedy such minor defects as soon as possible as part of its warranty obligations or regular maintenance.

11.4 If, after a test or delivery, the Client identifies defects that materially affect functionality and reports them to the Contractor in writing in a timely manner, the Contractor shall use reasonable efforts to remedy these defects within a reasonable period. After material defects have been remedied, a retest shall take place (if agreed). If the Client continues to refuse to accept the result after (repeated) tests, while the defects identified do not objectively justify this, the Contractor shall have the right to terminate the Agreement in accordance with the procedure in Article 17 (grounds for termination).

‍

Article 12: Transfer of risk

12.1 The risk of loss, theft, embezzlement or damage to items, data and documents (including, for example, usernames, codes, passwords, data (storage), etc.) used, delivered or produced by the Contractor in connection with performance of the Agreement shall pass to the Client at the time of actual delivery to the Client or a representative designated by the Client. Actual delivery means the point at which the relevant items or data have been brought within the Client’s sphere of control (for example, upon transfer of a data carrier, delivery of login details or placement in an environment under the Client’s control).

12.2 For as long as ownership of delivered items remains with the Contractor (see also Article 14 retention of title), the Client shall handle those items with care. If damage or loss nevertheless occurs before ownership is transferred, the resulting costs shall be borne by the Client, without prejudice to the Contractor’s other rights.

‍

Article 13: Prices and payment terms

13.1 All prices and rates charged by the Contractor (for example, in quotations, agreements or price lists) are in euros, exclusive of VAT and any other government-imposed levies. Unless stated otherwise, travel and accommodation expenses, as well as additional hours worked and special project-related costs, are not included in the agreed price and may be charged separately.

13.2 The Contractor shall invoice the agreed Services periodically or upon completion of a project in accordance with the terms set out in the quotation or Agreement. The Client must always make payment within 30 days of the invoice date, without suspension or set-off, unless a different payment period has been agreed in writing.

13.3 If the Client fails to pay the full amount within the agreed payment period, it shall be in default by operation of law, without any further notice of default being required. In that case, the Client shall owe default interest on the outstanding amount from the day after expiry of the payment period until the date of full payment. The interest per month shall be calculated as one twelfth of the statutory commercial interest rate per annum in force at that time, with part of a month counted as a full month.

13.4 All reasonable costs incurred by the Contractor to collect amounts owed and paid late by the Client (both judicial and extrajudicial collection costs) shall be borne by the Client. A cost specification or invoice for such collection costs submitted by the Contractor shall constitute sufficient evidence that they are due.

13.5 Objections or disputes concerning an invoice received must be communicated to the Contractor in writing, with clear reasons, within 7 days of the invoice date. Submitting an objection does not suspend the Client’s payment obligation; the Client remains obliged to pay the undisputed parts of the invoice on time.

13.6 If the Client has a recurring payment obligation (for example, under subscriptions or ongoing services), the Contractor shall be entitled, in accordance with any indexation clause in the Agreement or, in the absence of such a clause, annually on 1 January, to adjust the rates charged. The Contractor shall inform the Client in writing of a proposed price or rate adjustment at least 30 days in advance. If the Client does not wish to agree to a price increase proposed by the Contractor and there is no contractual indexation arrangement, the Client shall have the right to terminate the Agreement in writing within 30 days of the notice, effective on the date on which the price adjustment would take effect.

13.7 The parties may set out specific invoicing dates or periods in the Agreement (for example, monthly payment in arrears or payment per project phase). The Client shall pay the amounts due in accordance with the agreed payment terms or those stated on the invoice. The Client shall not be entitled to suspend payment of an invoice or set off amounts against any counterclaim, unless the Contractor has acknowledged the relevant counterclaim in writing.

13.8 If no explicit payment schedule has been agreed, the Services and work delivered by the Contractor shall be invoiced monthly in arrears. In other words, in the absence of specific arrangements, the Client shall owe the fee for Services provided or work delivered in each calendar month in arrears.

13.9 Unless agreed otherwise in writing, during the development phase of a solution the Contractor shall charge the Client a fixed monthly fee of €100,- excluding VAT to cover standard IT costs. This fee relates to costs for hosting, cloud usage, API usage and other technical resources necessary for developing, testing and making the solution available. If the actual IT costs in a month exceed the amount of €100,-, the additional costs shall be charged to the Client separately and itemised. The Contractor shall not be obliged to consult separately about this in advance.

13.10 Once a solution is in production (‘live’), as defined in Article 1.12, a minimum monthly fee of €100,- excluding VAT for the underlying IT costs shall apply for the period of use, unless expressly agreed otherwise. The fact that the solution is still being developed or further developed does not affect this. If further development or additional work is carried out on the live solution during the same period, an additional monthly fee of €100,- excluding VAT shall be charged for this, on top of the usage fee. Any additional costs exceeding these fixed amounts shall, where applicable, be charged separately and itemised.

‍

Article 14: Retention of title

14.1 All physical and digital items, products, materials or (software) code supplied by the Contractor in connection with the Agreement shall remain the property of the Contractor until the Client has fully met all payment obligations arising from the Agreement. Until then, the Client may not deal with the items delivered as if it were their owner, for example by selling, renting, pledging or otherwise encumbering them in favour of third parties.

14.2 The Client shall take all reasonable measures to keep delivered items, products or materials that have not yet been paid for in full identified and separate, so that it is clear that they are subject to the Contractor’s retention of title. At the Contractor’s request, the Client shall disclose where and how these items are stored.

14.3 If third parties seize items delivered subject to retention of title or seek to establish or assert rights over them (for example, in the event of the Client’s bankruptcy or suspension of payments), the Client shall be obliged to inform those third parties of the Contractor’s ownership right and to inform the Contractor in writing of the seizure as soon as possible.

14.4 The Client shall be obliged to properly insure and keep insured the items delivered subject to retention of title against, in any event, fire, theft and water damage. At the Contractor’s first request, the Client shall make the insurance policy available for inspection. In the event of damage to, or an insurance payout in respect of, items delivered subject to retention of title, the Contractor shall be entitled to the part of that payout relating to the items that remain unpaid for.

14.5 If the Agreement is terminated while the Client has not yet made all payments, or if the Client is in default of payment, the Contractor shall be entitled to repossess or have repossessed the items delivered subject to retention of title. The Client shall cooperate in this. The reasonable costs associated with repossession shall be borne by the Client. After repossession, the Contractor shall credit the Client for the market value (at the Contractor’s choice: the cost price or fair value) of the repossessed items, less the costs and any damage incurred by the Contractor as a result of the default situation.

‍

Article 15: Provision of security (suretyship/guarantee)

15.1 The Contractor shall be entitled to demand appropriate security for payment from the Client if the Contractor has reasonable grounds to doubt that the Client will be able to meet its payment obligations. Such security may, for example, consist of a suretyship provided by a third party, a bank guarantee, a security deposit or another form of security designated by the Contractor.

15.2 The amount of security to be provided by the Client shall not exceed the amount that the Client is expected to owe the Contractor over a period of six months under the Agreement (for example, invoices for six months of services). The Client must provide the requested security within two weeks after receiving a written request to that effect from the Contractor.

15.3 As soon as the reason or need for the requested security no longer exists (for example, because the Client’s financial position has demonstrably improved or the outstanding claims have been paid), the Contractor shall notify the Client. In that case, the Contractor shall state that the security provided may lapse or shall refund a security deposit paid within a reasonable period.

15.4 The Contractor shall not owe interest on security or security deposits provided, unless otherwise agreed in writing.

‍

Article 16: Suspension of obligations

16.1 The Contractor is entitled to suspend its obligations under the Agreement (such as further delivery of services or products) if the Client fails to perform, fully perform or timely perform its obligations towards the Contractor. This right of suspension applies, among other things – but is not limited to – the following cases:

• if the Client fails to pay the outstanding invoices or amounts due on time (see also Article 13);
• if the Client provides insufficient cooperation or fails to provide the required information (see Article 6);
• or if, after the Agreement has been concluded, circumstances come to light that give good reason to fear that the Client will be unable to fulfil its obligations.
  
  

16.2 The Contractor is also entitled to suspend its obligations if, due to an act or omission by the Client, a delay has arisen in performance and the Contractor can no longer reasonably be required to complete the work under the conditions originally agreed. In such a case, the suspension will continue until the parties have agreed an amended agreement (for example, concerning price or schedule) or until the cause of the suspension has been removed.

16.3 If the Contractor proceeds to suspend performance pursuant to this article, it shall not be liable for any damage suffered by the Client as a result. During the suspension, the Client remains obliged to fulfil its (payment) obligations for services already delivered. Suspension does not affect the Contractor's other rights, such as the right to terminate the Agreement later if the grounds for suspension are not removed in a timely manner.

‍

Article 17: Grounds for termination and dissolution

17.1 Urgent reasons on the Contractor's side: The Contractor is entitled to terminate the Engagement or Agreement with immediate effect (in whole or in part) if an urgent reason arises on the Client's side. Urgent reasons shall in any event include: (a) the Client applying for a suspension of payments or bankruptcy, or the Client being declared bankrupt; (b) attachment of the Client's assets; (c) suspension or cessation of the Client's business activities; (d) liquidation of the Client's business; (e) a merger, acquisition or substantial change in the control or legal structure of the Client; (f) dissolution of a Client that is a legal entity or loss of legal personality; (g) any circumstance that gives the Contractor reasonable grounds to fear that the Client will not fulfil its obligations. In addition, the Contractor is entitled to terminate the Agreement if, despite written notice to remedy, the Client remains in material default in performing its payment obligations as referred to in Article 13.

17.2 Attributable breach by the Contractor: If the Client believes that the Contractor has committed an attributable breach in performing essential obligations, the Client must first notify the Contractor of this in writing, stating reasons, and give it a reasonable period to remedy the breach or mitigate its consequences. Only if the Contractor continues to be in attributable breach after that period does the Client have the right to terminate the Agreement early in writing due to an attributable breach by the Contractor.

17.3 Form of termination and consequences: Termination or cancellation pursuant to this article should preferably be made in writing (by letter or email), stating the reason. If the Agreement ends, provisions which by their nature are intended to remain in effect after its end (such as payment obligations, confidentiality, intellectual property, liability, etc.) shall remain in full force and effect.

‍

Article 18: Consequences of termination

18.1 If the Contractor terminates the Agreement on a ground referred to in Article 17.1 (for example, because the Client is declared bankrupt or remains in default), the Contractor shall not be obliged to pay any compensation or refund amounts already received. The Client remains obliged to pay for all services invoiced and delivered up to the time of termination. Furthermore, if the Contractor terminates due to an attributable breach by the Client, the Client is obliged to compensate all damage and costs incurred by the Contractor as a result of that termination (such as lost income, internal costs, etc.).

18.2 If the Client validly terminates the Agreement early pursuant to Article 17.2 (an attributable breach by the Contractor that was not remedied after notice of default), the Contractor will charge only for the services delivered and costs incurred up to that time. Any amounts paid in advance for services not yet delivered will in that specific case be refunded to the Client proportionately.

18.3 If the Client terminates the Agreement early without an attributable breach by the Contractor or any ground referred to in Article 17, this shall constitute a breach of contract by the Client. In such a case, the Client is obliged to pay in full for all work invoiced and performed up to that time, and, in addition, to pay 100% of the remaining fee that the Client would have owed upon full performance of the Agreement. In other words: in the event of an unjustified early termination by the Client, the Client must fully compensate the Contractor as if the Agreement had been fully performed.

18.4 Upon the end of the Agreement, regardless of the reason, both parties shall return as soon as possible or, upon request, destroy all property and confidential information of the other party in their possession. In the event of termination, the Contractor shall, upon request, cooperate in transferring ongoing work to the Client or a third party designated by the Client, provided that the Client reimburses all reasonable costs involved.

‍

Article 19: Liability

19.1 Limitation to direct damage and maximum amount: The Contractor's contractual and statutory liability for any breach, defect or tort in connection with performance of the Agreement is limited. The Contractor shall be liable only for direct damage suffered by the Client that is the direct result of a serious breach attributable to the Contractor (“gross negligence”) or wilful misconduct. This liability for direct damage is also capped at the amount the Client paid (or owes) to the Contractor for the relevant services in the six months preceding the incident, with an absolute maximum equal to the invoice value of the Engagement. If the Agreement lasted less than six months, the total amount paid or owed by the Client to the Contractor during that shorter period shall be used.

19.2 Exclusion of indirect damage: The Contractor shall not be liable for indirect damage or consequential loss. Indirect damage includes, but is not limited to: loss of profit, missed savings, loss of turnover, diminished goodwill, damage due to business interruption, fines or sanctions imposed (for example by regulators), as well as damage due to corruption, delay, loss or destruction of data or information. This list is not exhaustive; all damage that does not qualify as direct (material) damage to persons or property shall be regarded as indirect damage and shall not be eligible for compensation.

19.3 No liability for the Client's use of results: The Contractor shall not be liable for damage of any kind arising from decisions made or actions taken by the Client on the basis of services, advice, analyses, predictions, models or AI output supplied by the Contractor. The Client remains solely responsible at all times for interpreting the information provided by the Contractor and for its use of that information (see also Article 5.4).

19.4 Notice of default and forfeiture period: The Contractor's liability shall arise only if, within a reasonable period after discovering an alleged breach, the Client gives the Contractor written notice of default, clearly describing the breach, and the Contractor then fails to perform its obligations correctly within a reasonable (written) period after that notice. In any event, the Contractor's liability shall lapse in full if the Client has not given the Contractor written notice of default within 30 days after discovering the damage or defect. In addition, any claim by the Client against the Contractor shall lapse no later than 3 months after delivery of the relevant service or product to which the claim relates, unless the claim has been validly submitted to the Contractor before then.

19.5 Applicability of limitations: The exclusions and limitations of liability set out in this article apply in full to both the Contractor's contractual and statutory liability, and also to any indemnification claims against the Contractor. Even if a right to compensation exists under the Agreement or the law, such compensation shall be limited as described in this article. The limitations referred to in this article shall cease to apply in the event of wilful misconduct or deliberate recklessness by the Contractor's management.

‍

Article 20: Indemnification by the Client

20.1 The Client shall indemnify the Contractor against all claims by third parties (including the Client's employees, third parties engaged by the Client, or the Client's end customers) who suffer damage in connection with performance of the Agreement and where the cause is not attributable to the Contractor. This means that if a third party (for example, a customer of the Client) holds the Contractor liable for something arising from an act or omission of the Client, its staff or materials/data supplied by the Client, the Client shall fully defend and indemnify the Contractor.

20.2 If a third party brings a claim against the Contractor in connection with performance of the Agreement, the Client shall assist the Contractor both out of court and in court and shall immediately do everything that may reasonably be expected of it to defend against or limit the claims. If the Client fails to do so, the Contractor is entitled to take appropriate action itself (for example, reach a settlement or conduct a defence), and all resulting costs and damage shall be borne by the Client.

20.3 If the Client asks or instructs the Contractor to provide certain results, data or (intermediate) products to a third party designated by the Client (for example, an external contractor, consultant or partner of the Client), such provision shall be entirely at the Client's risk. The Contractor will make such provision with due care but accepts no responsibility for how the third party handles the information or for any damage arising from engaging that third party. The duty of care to check the accuracy and completeness of anything supplied by a third party rests entirely with the Client.

20.4 The Client specifically indemnifies the Contractor against all claims by third parties (including regulators and data subjects within the meaning of privacy legislation) based on the Client's failure to comply with statutory data protection requirements or the unlawful use of data supplied by the Client. This means, among other things, that if the Contractor is held liable for a breach of the GDPR due to processing personal data supplied by the Client, the Client shall bear the resulting damage and costs.

‍

Article 21: Force majeure

21.1 Neither party is obliged to perform any obligation (except the Client's payment obligations) if that party is prevented from doing so as a result of force majeure. Force majeure means any circumstance beyond the parties' control as a result of which performance of the Agreement is temporarily or permanently reasonably impossible.

21.2 Examples of force majeure (non-exhaustive) include:

• war, riots, mobilisation, terrorism or similar civil unrest;
• natural disasters such as floods, earthquakes, lightning strikes;
• fire, explosion or other destructive events;
• general outages of electricity, internet, telecommunications or data networks;
• strikes, lockouts, occupation of business premises or other labour disturbances;
• embargoes or government measures that impede performance;
• epidemics or pandemics and subsequent government measures;
• failures by suppliers or third parties over which the Contractor has no control (e.g. cloud service outages, non-delivery by subcontractors);
• other unforeseen circumstances beyond the Contractor's control that prevent performance of the obligations.
  
  

21.3 To the extent that a force majeure situation delays or impedes performance of the Agreement, the obligations shall be suspended for the duration of the force majeure situation. If the force majeure situation lasts longer than 60 days, either party has the right to terminate the Agreement in writing, without any obligation to pay compensation in that case. Any services already delivered before the force majeure arose shall be settled pro rata (the Client pays for the part already performed).

21.4 If, at the time of force majeure, the Contractor has already performed in part or can still perform, the Contractor is entitled to invoice the part already performed separately. The Client is obliged to pay for this partial performance as if it were a separate agreement.

‍

Article 22: Secrecy and confidentiality

22.1 The parties mutually undertake to maintain strict confidentiality regarding all information of the other party that is designated as confidential or whose confidential nature is clear from the nature of the information or the circumstances. This includes, in particular but not exclusively: business data, customer data, financial information, technical or commercial know-how, prices, Quotation contents, reports, AI models, algorithms and source code. The parties shall not disclose this confidential information to third parties or use it for any purpose other than that for which it was provided, unless the other party has given prior written consent.

22.2 The confidentiality obligation referred to in paragraph 22.1 does not apply to information or data that: (a) was already public or generally known without breach of this confidentiality obligation; (b) was lawfully obtained from a third party not bound by a confidentiality clause; (c) was independently developed by the receiving party without use of the other party's confidential information; or (d) must be disclosed pursuant to law or a court order. If a party is required by law or a binding decision to provide information, it shall inform the other party as soon as possible, to the extent legally permitted, so that the other party may take measures to limit disclosure.

22.3 The Contractor shall use customer data and confidential information provided by the Client solely for the purpose of the agreed services. Use of customer data for other purposes, such as training generic AI models or for other projects, is expressly prohibited without the Client's prior written consent. At the Client's first request, after termination of the Agreement the Contractor shall return all confidential information and customer data received from the Client or securely destroy it, at the Client's choice, except to the extent that retention is required by law or necessary as evidence of proper performance of its obligations.

22.4 Neither party shall refer in public statements (such as press releases, marketing materials, case studies or social media) to the contents of the Agreement or confidential details from it without the other party's prior written consent. However, the Contractor is entitled to use the Client's name and logo as a reference on its website and in Quotations, unless the Client objects to this in writing at the start of the Agreement.

‍

Article 23: Intellectual property rights

23.1 All intellectual property rights in products, materials and results developed by the Contractor or made available to the Client pursuant to the Agreement shall belong exclusively to the Contractor, its licensors or suppliers. These include, among other things: source code and object code of software, models and algorithms, software and apps, websites, databases and (AI) models, as well as designs, documentation, reports, Quotations and all preparatory materials for them. The Client acquires only the rights of use expressly granted to it in the Agreement, these General Terms and Conditions or by law. These rights of use are non-exclusive, non-transferable, non-pledgeable and non-sublicensable. The Client may use the delivered products and results only within its own organisation for the intended internal purposes. The Client is not permitted to commercially exploit, sell, rent, publish or otherwise make any part of the delivered results available to any third party without the Contractor's prior written consent.

23.2 If the parties expressly agree in writing that an intellectual property right relating to components developed specifically for the Client (for example, custom software, models or designs) will transfer to the Client, such transfer shall not affect the Contractor's right to use or reuse for other purposes the general ideas, concepts, algorithms, knowledge, skills and techniques underlying that development. Even after a transfer of intellectual property rights, the Contractor retains the right to reuse components or functionalities that were not uniquely commissioned by the Client in Engagements for itself or third parties.

23.3 The Client shall not alter, remove or make invisible any notices of the Contractor or its suppliers concerning copyrights, trademarks, trade names or other intellectual property rights on or in software, websites, databases, equipment or materials supplied by the Contractor. This also includes legally required markings such as copyright notices in code or documentation.

23.4 Unless otherwise agreed, the Contractor has the right to mention the trade name, logo and general nature of the services provided to the Client in its external communications and promotional materials (for example, on the Contractor's website or in portfolio overviews). However, the Contractor shall not disclose any substantive confidential information about them (in accordance with Article 22).

23.5 If the Client makes third-party materials or software available to the Contractor in connection with the Engagement (for example, libraries, datasets or components for which the Client holds a licence), the Client warrants that it is entitled to provide these materials to the Contractor and that their use or modification by the Contractor for performance of the Agreement does not infringe the intellectual property rights of those third parties. The Client shall indemnify the Contractor against all third-party claims arising from an alleged infringement of such rights by materials supplied by the Client.

‍

Article 24: Third-party products and licences

24.1 If, in connection with performance of the Agreement, the Contractor supplies the Client with products or services of third parties (for example, software licences, cloud services or hardware from external suppliers), the general terms and conditions, terms of use or licence terms of those third parties may apply to those products or services. In that case, those terms apply in addition to these General Terms and Conditions, unless they conflict with them, in which case these General Terms and Conditions shall prevail (see also Article 2.5).

24.2 The Client accepts the terms of those third parties. To the extent practically possible, the Contractor shall attach these external terms to the Agreement or otherwise make them available to the Client (for example, by providing a download link). At the Client's first request, the Contractor shall send a copy of the relevant third-party terms.

24.3 To the extent that the performance or products of such a third party are defective or cause damage, the Contractor shall make reasonable efforts towards the Client to contact that third party for repair or compensation. Primary liability and obligations for those products/services rest with the third party supplier in accordance with its terms. The Contractor itself shall not be liable for damage caused by third-party products or services, even if the Contractor has supplied them to the Client, except where the Contractor acted wilfully or with deliberate recklessness in selecting that third party.

24.4 If and to the extent that the third-party terms referred to in paragraph 24.1 for any reason prove not to apply or are declared inapplicable in the relationship between the Client and the Contractor, the provisions of these General Terms and Conditions shall apply in full.

‍

Article 25: Privacy and data processing

25.1 If the Contractor processes personal data on behalf of the Client in connection with the Engagement, the Contractor qualifies as a “processor” and the Client as a “controller” within the meaning of the General Data Protection Regulation (GDPR). The statutory obligations under the GDPR apply to that processing.

25.2 This Agreement and any principal agreement between the parties contain, also in view of Article 28(3) GDPR, the elements of a data processing agreement required by law, unless the parties enter into a separate data processing agreement. In the latter case, the separate data processing agreement shall prevail with regard to the relevant data processing.

25.3 The Contractor shall process personal data provided by or on behalf of the Client only insofar as necessary for performance of the Agreement and on the basis of the Client's instructions, except for differing statutory obligations. The Contractor shall not process personal data for its own purposes.

25.4 The Contractor shall implement appropriate technical and organisational measures to protect personal data against loss or unlawful processing, taking into account the state of the art, the sensitivity of the data and the cost of the security measures (in accordance with Article 32 GDPR). The Contractor aims for a level of security appropriate in view of the risks.

25.5 In principle, the Contractor processes personal data within the European Economic Area (EEA) or a country deemed by the EU to provide adequate protection, unless otherwise agreed in writing. The parties shall consult in advance regarding transfers of personal data outside these areas and, where necessary, ensure additional safeguards (such as EU standard contractual clauses).

25.6 The liability limitations set out in the Agreement or these General Terms and Conditions also apply to the data processing agreement and the processing of personal data. This means that the Contractor is liable for no more in respect of data breaches or privacy violations than is stipulated in Article 19 (except in cases of wilful misconduct or gross negligence).

25.7 The Client shall indemnify the Contractor against all claims by third parties (including data subjects and regulators) brought against the Contractor for a breach of the GDPR or other privacy legislation, insofar as that breach is attributable to the Client (for example, because the Client lacked a sufficient legal basis for providing the data to the Contractor or gave instructions that led to unlawful processing).

‍

Article 26: Duty to report data breaches and security incidents

26.1 As soon as the Contractor becomes aware of a data breach or security breach relating to personal data processed by the Contractor for or on behalf of the Client, the Contractor shall inform the Client without undue delay. The Contractor aims to make an initial notification within 24 hours after discovery. This 24-hour period is a target period and does not constitute a strict, guaranteed or independent contractual notification period. The statutory standard “without undue delay” remains controlling.

26.2 When the Contractor reports such a security incident to the Client, the Contractor shall provide all available information that the Client reasonably needs to make any notification to the regulator or data subjects. In doing so, the Contractor shall, to the extent known and relevant, in any event provide information about:

• The nature of the incident: description of the data breach and its (suspected) cause;
• Time: the date and time when the data breach occurred, or the period during which the breach took place; also the date and time when the incident became known to the Contractor;
• Data involved: a description of the personal data possibly affected and the number of persons involved (if known);
• Impact: the possible consequences of the breach for the privacy of the persons concerned;
• Measures: the measures the Contractor has already taken or intends to take to contain the data breach and limit its adverse consequences.
  
  

26.3 The Client is responsible for statutory notification of the data breach to the Dutch Data Protection Authority and/or data subjects, unless expressly agreed otherwise. To the extent necessary and reasonable, the Contractor shall assist the Client in fulfilling its notification obligation. This means that the Contractor shall cooperate in preparing the notification and answering further questions from regulators or data subjects.

26.4 The Contractor shall also provide all reasonable cooperation in further investigation of the security incident and shall provide additional information to the Client if it becomes available. The parties shall determine in good faith whether further action is needed in response to the incident, for example improved security measures or communication to data subjects.

‍

Article 27: Electronic means of communication

27.1 Communication between the Client and the Contractor may take place through electronic means such as email, digital project environments or online collaboration tools. Both parties acknowledge the risks inherent in electronic communication (such as corruption, delay, unauthorised access or viruses) and shall take reasonable care to ensure adequate security and virus protection.

27.2 Neither party shall be liable to the other for damage arising from the use of electronic means of communication, such as damage resulting from messages not being received or being received late, interception or manipulation of communications by third parties, or the spread of viruses or other malicious software, unless the damage results from wilful misconduct or deliberate recklessness by the defaulting party.

27.3 If either the Client or the Contractor has doubts about the authenticity or content of electronic messages received, they shall contact each other as soon as possible for verification. An electronic message is deemed to originate from the party whose email address or account it appears to have been sent from, unless the recipient makes the contrary plausible.

‍

Article 28: Amendment of the General Terms and Conditions

28.1 The Contractor has the right to amend or supplement these General Terms and Conditions unilaterally if a relevant reason arises. Relevant reasons include, among other things: changes in applicable laws and regulations, a binding opinion or court order requiring an amendment, changing market conditions or services that make an amendment necessary, technical or operational reasons, or improvements that benefit the Client.

28.2 If the Contractor intends to amend the General Terms and Conditions, it shall notify the Client before they take effect. The Contractor shall give that notice in writing or electronically (for example, by email or through the regular communication channels), stating the proposed effective date and the content of the amendment.

28.3 Minor amendments that do not materially affect the Client's rights and obligations (for example, editorial corrections or clarifications) may be made at any time without prior notice. Material amendments shall not take effect earlier than 30 days after the date of notification. If the Client objects to the amendment in writing within those 30 days and the amendment worsens its position, the Contractor shall consult with the Client. If no solution is reached, the Client has the right, solely in that case, to terminate the Agreement as of the date on which the amended terms would take effect.

‍

Article 29: Transfer of rights and obligations

29.1 Neither party may transfer its rights or obligations under the Agreement or these General Terms and Conditions to a third party without the other party's prior written consent. Any intended transfer in breach of this provision shall be null and void. The parties may attach reasonable conditions to such consent.

29.2 By way of exception to the foregoing, the Contractor may transfer rights to payment under the Agreement (for example, outstanding invoices) to a third party without the Client's consent, for example in the context of factoring. The Contractor shall inform the Client in the event of such a transfer.

29.3 The prohibition on transfer set out in paragraph 29.1 has proprietary-law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code. This means that a transfer in breach of this provision is also legally ineffective against third parties.

‍

Article 30: Governing law and disputes

30.1 Dutch law: All Quotations, Engagements and Agreements between the Contractor and the Client are governed exclusively by Dutch law. The application of the Vienna Sales Convention (CISG) and any other international rules that may be excluded is expressly excluded.

30.2 Mediation in the event of a dispute: In the event of a dispute arising from or related to the Agreement, the parties shall first attempt to reach an amicable solution through good-faith consultation. If this consultation does not lead to a solution, the parties shall consider resolving the dispute through mediation before resorting to the courts. Mediation shall take place only by mutual consent and preferably in accordance with the rules of the Netherlands Mediation Institute or a similar body. Either party is free to refuse or end participation in mediation, after which the dispute may be submitted to the court.

30.3 Competent court: If a dispute is not resolved through consultation or mediation, the dispute shall – subject to the following – be submitted exclusively to the competent court in the judicial district where the Contractor has its registered office (currently the Amsterdam District Court). Nevertheless, the Contractor retains the right, if desired, to bring a dispute before the court competent by law in the Client's place of establishment or before another competent court.

30.4 Ultimate remedy: The parties shall make efforts to avoid court proceedings as much as possible and shall remain open to consultation or settlement during any proceedings. If any provision of this Agreement or these General Terms and Conditions is declared (partly) null and void or unenforceable by a court, the remaining provisions shall remain in full force and effect. In that case, the parties shall consult to replace the relevant provision with a legally valid provision that corresponds as closely as possible to the intent of the original provision.

‍

‍

‍

Note to the reader: The above General Terms and Conditions are a revision and consolidation of earlier versions, adapted to Techletes' current requirements and activities. Each provision is intended to clarify the rights and obligations of both parties and to distribute risks fairly. We recommend that you read these terms carefully and contact us with any questions or uncertainties before entering into an Agreement.

‍