Article 1 — Definitions

  1. ai-werkers: the user of these terms and conditions, the private limited company aiwerkers B.V., established in Utrecht at Akkrumerraklaan 112, 3544 TS Utrecht, registered with the Chamber of Commerce under number 42114106.
  2. Client: the natural or legal person acting in the exercise of a profession or business who enters into, or intends to enter into, an agreement with ai-werkers.
  3. Services: all work and products to be supplied or supplied by ai-werkers, including but not limited to AI automation, AI applications, implementation, guidance and training.
  4. Agreement: any agreement between ai-werkers and the Client, including amendments and additions to it.
  5. Quotation: any written offer from ai-werkers to the Client.
  6. Scan: the inventory phase in which ai-werkers maps out the Client's processes.
  7. Pilot: the test phase in which ai-werkers implements a first working version of an AI application at the Client.
  8. Rollout: the scaling-up phase after successful completion of the Pilot.
  9. In writing: by post or by email, unless expressly stipulated otherwise.

Article 2 — Applicability

  1. These terms and conditions apply to all quotations, offers, agreements and other legal relationships under which ai-werkers supplies services to the Client.
  2. Deviations from these terms and conditions are valid only if expressly agreed in writing.
  3. The applicability of the Client's own terms and conditions is expressly rejected.
  4. If one or more provisions of these terms and conditions are null and void or are annulled, the remaining provisions remain in full force. ai-werkers and the Client will consult in order to agree a replacement provision that comes as close as possible to the purpose and intent of the void or annulled provision.
  5. ai-werkers reserves the right to amend these terms and conditions. Amendments will be communicated in writing in good time and apply to agreements concluded after the date of amendment.

Article 3 — Quotations and offers

  1. All quotations from ai-werkers are without obligation and are valid for thirty (30) calendar days, unless a different period is stated in the quotation.
  2. ai-werkers cannot be held to a quotation if the Client should reasonably have understood that the quotation contained an obvious mistake or clerical error.
  3. A composite price quotation does not oblige ai-werkers to deliver part of the services covered by the quotation for a corresponding part of the quoted price.
  4. Quotations do not automatically apply to future assignments.

Article 4 — Formation of the agreement

  1. The agreement is formed by the Client's written acceptance of the quotation, or by written confirmation by ai-werkers of an assignment given by the Client.
  2. Oral arrangements bind ai-werkers only after written confirmation.
  3. Amendments to the agreement are valid only if agreed in writing and signed by both parties or confirmed by email.

Article 5 — Performance of the services

  1. ai-werkers performs the services to the best of its knowledge and ability, in accordance with the standards of good workmanship. ai-werkers has a best-efforts obligation, not an obligation to achieve a particular result, unless expressly agreed otherwise in writing.
  2. ai-werkers is entitled to perform the services in phases according to the Snel-naar-Resultaat method, consisting of a Scan, a Pilot and a Rollout. Further arrangements on the content of each phase are set out in the quotation or a project plan.
  3. ai-werkers determines the manner in which the assignment is carried out. ai-werkers is entitled to engage third parties for the performance of the agreement, provided this benefits the quality of the services. The costs of this are included in the agreed price, unless agreed otherwise in writing.
  4. Stated lead times and delivery dates are indicative and are not to be regarded as strict deadlines, unless expressly agreed as such in writing. Exceeding them gives the Client no right to damages, termination or suspension.
  5. ai-werkers is entitled to suspend work if the Client fails to provide in good time the information, cooperation or access required for performance. Delay resulting from a failure of the Client to cooperate is for the account and risk of the Client.
  6. Scope of performance: our own tools vs. the client environment. ai-werkers is responsible for the design, build, testing and maintenance of its own AI applications (VisitFlow, CarWatch, HalloVera, Mailbox Triage, custom AI agents) and for their operation on its own infrastructure. ai-werkers provides technical support for integration with external systems (Microsoft, Google, client CRM) to the best of its knowledge and ability, but is not responsible for: (a) the configuration of those external systems; (b) compliance with client policies; (c) the performance of those external systems. Where problems arise in the boundary zone between ai-werkers tools and the client environment, ai-werkers will make reasonable efforts at diagnosis and resolution, but cannot guarantee that problems can always be resolved without a change to the client configuration. The Client must itself consult authorised IT staff for changes to its own environment that are needed for the ai-werkers services to work.

Article 6 — Obligations of the Client

  1. The Client informs ai-werkers in good time and in full of all information and documents necessary for the correct performance of the agreement.
  2. The Client ensures that staff and systems are available for the performance of the services, including attending training sessions and granting access to relevant systems, software and data.
  3. The Client is responsible for the accuracy, completeness and reliability of the data supplied by or on behalf of the Client. ai-werkers is not liable for damage arising from the provision of incorrect or incomplete data.
  4. The Client is itself responsible for compliance with the laws and regulations that apply to its business operations, including privacy legislation (the GDPR). ai-werkers advises in this respect but is not liable for any breaches by or within the Client's organisation.
  5. The Client is responsible for: (a) the correct setup and maintenance of user roles, authorisations and access rights in its own systems (Microsoft 365, Azure AD, CRM, email environment, cloud storage services); (b) compliance with its own organisational policies, including but not limited to: Data Loss Prevention (DLP), Conditional Access, Multi-Factor Authentication (MFA), guest access policy, audit logging and compliance requirements; (c) the correct configuration and management of integration points (API tokens, webhook configuration, authentication details) in the Client's environment; (d) reporting in good time any changes in its own IT environment that could affect the services of ai-werkers (for example upgrades, security updates, access changes); (e) guiding and instructing its own staff on the safe and lawful use of the AI solutions of ai-werkers, in accordance with Annex 9 to the data processing agreement.

Article 7 — Rates

  1. The rates for the services are set out in the quotation and are exclusive of turnover tax (VAT) and any other government-imposed levies, unless expressly stated otherwise.
  2. ai-werkers is entitled to adjust the rates annually as of 1 January on the basis of the CBS (Statistics Netherlands) consumer price index (CPI). In the event of a rate change of more than fifteen percent (15%), the Client has the right to end the agreement subject to a notice period of thirty (30) days.
  3. Work falling outside the agreed scope is charged at the usual rates of ai-werkers, after prior written confirmation by the Client.
  4. Travel costs and other expenses are included in the agreed price for clients located in the Utrecht and Amersfoort region, unless expressly stated otherwise in the quotation. For assignments outside this region, travel costs are charged separately.

Article 8 — Invoicing and payment

  1. ai-werkers invoices the agreed fee in accordance with the payment terms set out in the quotation. In the absence of further arrangements, a payment term of fourteen (14) calendar days from the invoice date applies.
  2. If the payment term is exceeded, the Client is in default by operation of law, without any further notice of default being required. From the due date, the statutory commercial interest referred to in Article 6:119a of the Dutch Civil Code is payable.
  3. All reasonable (extra)judicial collection costs are for the account of the Client.
  4. The Client is not entitled to suspend its payment obligation or to set it off against a counterclaim, unless ai-werkers agrees to this in writing or the counterclaim has been established in court.
  5. ai-werkers is entitled to require an advance payment of no more than fifty percent (50%) of the agreed fee before starting performance.
  6. ai-werkers is entitled to suspend its cooperation on systems, access to infrastructure and results to be delivered until all outstanding claims have been paid in full. This right of suspension (Article 6:52 of the Dutch Civil Code) also applies to claims arising from earlier agreements between the parties.

Article 9 — Intellectual property

  1. All intellectual property rights in the software, systems, models, working methods, reports and other documents developed or made available by ai-werkers rest solely with ai-werkers or its licensors, unless agreed otherwise in writing.
  2. After payment in full, ai-werkers grants the Client a non-exclusive, non-transferable right of use in respect of the products developed or supplied under the agreement, solely for the Client's own business operations. The user licence is subject to the condition precedent of payment in full of all amounts due.
  3. The Client is not entitled to reproduce, publish or exploit the products supplied by ai-werkers beyond the user licence described in paragraph 2, or to make them available to third parties, without the prior written consent of ai-werkers.
  4. ai-werkers retains at all times the right to use the knowledge and experience gained in performing the agreement — insofar as it does not concern confidential business information of the Client — for other assignments and its own product development.
  5. The Client warrants that materials, data or systems supplied by it do not infringe the rights of third parties. The Client indemnifies ai-werkers against third-party claims in this respect.

Article 10 — Confidentiality

  1. Both parties are obliged to keep secret all confidential information they receive from the other party under the agreement and to use it solely for the performance of the agreement.
  2. The following is regarded as confidential: all information designated as such, as well as information which the receiving party should reasonably have understood to be confidential in nature.
  3. The duty of confidentiality does not apply to information which: (a) was already public at the time it was provided; (b) later became public without breach of this provision; (c) was independently developed by the receiving party; or (d) must be provided by the receiving party under a statutory provision or court order.
  4. The duty of confidentiality continues for two (2) years after the end of the agreement.

Article 11 — Personal data

  1. Insofar as ai-werkers processes personal data as a processor within the meaning of the General Data Protection Regulation (GDPR) in the course of performing the agreement, the parties will conclude a data processing agreement which forms part of the agreement as an annex.
  2. The Client is and remains responsible for the lawfulness of the processing of personal data in its systems and for compliance with its own obligations under the GDPR.

Article 12 — Liability

  1. ai-werkers is liable only for direct damage that is the direct result of an attributable failure by ai-werkers in the performance of the agreement.
  2. The liability of ai-werkers is in all cases limited to the amount paid out by the insurer of ai-werkers in the matter. If no insurance payment is made, liability is limited to the amount the Client paid to ai-werkers in the three (3) months preceding the event causing the damage, subject to a maximum of EUR 10,000.
  3. ai-werkers is never liable for indirect damage, consequential damage, lost profit, missed savings, loss of data or damage from business interruption, unless there is intent or deliberate recklessness on the part of ai-werkers.
  4. ai-werkers is not liable for damage arising from: (a) the provision of incorrect or incomplete information by the Client; (b) unauthorised or improper use of the delivered systems or tools by the Client or its staff; (c) failures or limitations in services or systems supplied by third parties, such as cloud platforms or third-party AI models.
  5. ai-werkers is not liable for the content, accuracy or completeness of output generated by AI systems. The Client is at all times itself responsible for assessing and using results generated by AI.
  6. A claim for damages must be submitted to ai-werkers in writing within twelve (12) months of discovery of the damage, failing which the right to damages lapses. This is without prejudice to the provisions of Article 6:89 of the Dutch Civil Code.
  7. Exclusion of third-party outages. Without prejudice to Article 14 (Force majeure), ai-werkers is not liable for: (a) outages, downtime, performance problems or unavailability of services of third parties and external cloud providers, including but not limited to: Microsoft (Microsoft 365, Azure, Power Automate, Outlook, SharePoint, Teams); Google (Google Workspace, Google Calendar, Google Cloud Platform); Anthropic (Claude AI models and API); and other suppliers of AI models, cloud infrastructure, APIs or integrations on which ai-werkers depends; (b) limitations, changes in API behaviour, price changes, deprecated features or amended Service Level Agreements (SLAs) of such third parties; (c) data loss, unavailability or data corruption in the Client's systems as a result of failing integration with such third parties; (d) inadequate capacity, throttling, rate limiting or refusal of access by third parties as a result of volume, complexity or configuration; (e) security vulnerabilities, unauthorised access or data breaches in the systems of third parties, unless ai-werkers bears attributable fault for bringing them about.

Article 13 — Duty to complain

  1. The Client is obliged to report complaints about the performance of the services to ai-werkers in writing within thirty (30) calendar days of discovery of the shortcoming. The complaint must contain as detailed a description as possible of the shortcoming, so that ai-werkers is able to respond adequately.
  2. After the period in paragraph 1 has expired, the Client's right to damages or termination in respect of that specific shortcoming lapses, without prejudice to the provisions of Article 6:89 of the Dutch Civil Code.
  3. Submitting a complaint does not suspend the Client's payment obligation.
  4. A complaint cannot result in ai-werkers being obliged to carry out work other than that agreed.

Article 14 — Force majeure

  1. ai-werkers is not obliged to perform any obligation towards the Client if performance is prevented by force majeure. Force majeure includes in any event: failures in telecommunications or internet services, failures at cloud providers or AI platform suppliers (including Microsoft 365, Google Workspace, Anthropic/Claude, and other third parties), government measures, pandemic, fire, flood, and other circumstances beyond the control of ai-werkers.
  2. If a force majeure situation continues for more than sixty (60) calendar days, both parties have the right to end the agreement in writing, without any obligation to pay damages. In that case ai-werkers is entitled to payment for the work already carried out.

Article 15 — Term and termination

  1. The agreement is entered into for the term specified in the quotation or the project plan. In the absence of a specified term, the agreement is deemed to have been entered into for an indefinite period.
  2. Agreements for a fixed term are tacitly converted into an agreement for an indefinite period after the agreed term has expired, unless one of the parties gives notice to end the agreement subject to a notice period of three (3) months.
  3. Agreements for an indefinite period may be ended by either party subject to a notice period of three (3) months, unless agreed otherwise in writing.
  4. Either party is entitled to terminate the agreement with immediate effect, without judicial intervention, if: (a) the other party is in attributable breach and, insofar as performance is still possible, is in default after a written notice of default allowing a reasonable period of at least fourteen (14) days (Article 6:265 in conjunction with Article 6:81 of the Dutch Civil Code); or (b) the other party applies for a suspension of payments, is declared bankrupt or liquidates its business.
  5. On termination for whatever reason, provisions which by their nature are intended to continue remain in force, including in any event: confidentiality, intellectual property, liability, the penalty clause and applicable law.

Article 16 — Indemnification

  1. The Client indemnifies ai-werkers against all third-party claims connected with the data, systems, assignments or materials supplied by or on behalf of the Client, including claims under the GDPR, intellectual property law or product liability.
  2. The indemnification also covers the reasonable costs of defence incurred by ai-werkers in connection with such claims.

Article 17 — Penalty clause

  1. If the Client breaches the provisions of Article 10 (confidentiality) or Article 9 (intellectual property), it forfeits to ai-werkers an immediately payable penalty of EUR 10,000 per breach.
  2. In addition to the penalty in paragraph 1, the Client forfeits a penalty of EUR 500 for each day the breach continues after written notice by ai-werkers.
  3. The penalties are payable without any notice of default or judicial intervention being required and without any damage having to be demonstrated.
  4. ai-werkers retains the right to claim full damages in addition to the penalties on the basis of Article 6:92(2) of the Dutch Civil Code, insofar as the damage suffered exceeds the penalties forfeited.
  5. The court is empowered to mitigate the penalty on the basis of Article 6:94 of the Dutch Civil Code if, in the given circumstances, the penalty is unacceptably high by standards of reasonableness and fairness.

Article 18 — Applicable law and disputes

  1. All agreements between ai-werkers and the Client are governed exclusively by Dutch law.
  2. Disputes arising from or connected with the agreement are settled in the first instance through consultation. The parties undertake to make an effort to resolve the dispute by mutual consultation within thirty (30) calendar days.
  3. If the parties do not succeed in resolving the dispute by mutual consultation, the dispute will be submitted to the competent court of the Rechtbank Midden-Nederland, Utrecht location.

Article 19 — Final provisions

  1. ai-werkers is entitled to transfer rights and obligations under the agreement to a legal successor, including in the context of a business transfer, merger or demerger. The Client hereby gives its consent in advance.
  2. If at any time ai-werkers does not exercise a right to which it is entitled, this does not constitute a waiver of that right.
  3. The written agreement including any annexes contains the full arrangements between the parties and replaces all earlier oral or written arrangements on the same subject.
  4. These terms and conditions are published at ai-werkers.nl and are provided free of charge in electronic form on request.

Version 1.0 · Effective date: 14 July 2026 · Chamber of Commerce 42114106 · VAT NL869793627B01