General Terms and Conditions aardbai

1.1. aardbai: aardbai B.V., established in Zeist, registered in the Trade Register of the Chamber of Commerce under number 42018613, hereinafter also referred to as "contractor".

1.2. Client: the natural person or legal entity, acting in the exercise of a profession or business, who commissions aardbai.

1.3. Assignment: the contract of assignment whereby aardbai commits to performing work for the client in the field of artificial intelligence, machine learning, data science, software and related technical consultancy.

1.4. These general terms and conditions apply to all quotations, offers and assignments of aardbai, including supplementary and follow-up assignments. The applicability of purchasing or other conditions of the client is expressly rejected.

1.5. Deviations from these general terms and conditions are only valid if expressly agreed in writing.

2.1. An assignment is formed by written acceptance (including by email) by aardbai of an assignment from the client, or by the actual commencement of work by aardbai.

2.2. Unless expressly agreed otherwise in the assignment confirmation, the obligations entered into by aardbai are obligations of best efforts. If a result obligation has been agreed, the result to be achieved is recorded in writing in the assignment confirmation, including specifications and acceptance criteria.

2.3. Even with result obligations, aardbai provides no guarantees regarding specific performance of machine learning models, accuracy of predictions, or business results, unless expressly agreed in writing with concrete, measurable criteria.

2.4. The execution of an assignment is exclusively for the benefit of the client. Third parties cannot derive any rights from the content of the work performed, the results thereof, or any report or advice, unless aardbai has accepted this in writing.

2.5. The client is obliged to provide all data and documents that aardbai deems necessary for the correct execution of the assignment, in a timely manner and in the desired form.

2.6. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

3.1. No guarantee of performance: aardbai does not guarantee specific performance or results of machine learning models, algorithms, or analyses. AI systems are inherently probabilistic in nature and perform depending on factors outside aardbai's sphere of influence, including data quality, infrastructure and changing circumstances.

3.2. Data quality: the client is responsible for the accuracy, completeness, representativeness and lawfulness of the data provided to aardbai. aardbai is not liable for defects in results arising from incorrect, incomplete, non-representative or unlawfully obtained data (garbage in, garbage out).

3.3. Production implementation: if aardbai advises on or contributes to the implementation of AI systems in production environments, the client remains fully responsible at all times for the decision to deploy, monitoring and the consequences of using such systems.

3.4. Model degradation (Drift): The client acknowledges that the performance of AI models may decrease over time due to changes in data or circumstances ('concept drift' or 'data drift'). Unless a maintenance agreement has been explicitly concluded, aardbai is not responsible after delivery for monitoring, retraining or maintaining the performance of the model.

4.1. If aardbai is engaged for technical analysis or advice for the purpose of legal disputes or proceedings, this is considered internal consultancy (consulting expert), unless expressly agreed otherwise in writing.

4.2. Submission of reports, analyses, or other deliverables prepared by aardbai in judicial or arbitration proceedings (as testifying expert) requires prior written agreement and is invoiced separately.

4.3. Oral explanation, testimony, or court appearance also requires prior written agreement and is invoiced separately.

4.4. aardbai reserves the right to refuse a request to act as testifying expert or to give testimony.

5.1. All intellectual property rights to methodologies, models, algorithms, software, libraries, documentation and other materials developed or used by aardbai (the "background knowledge") remain vested in aardbai, unless otherwise agreed in writing.

5.2. After full payment of all amounts owed by the client to aardbai, the client obtains a non-exclusive, non-transferable right to use the deliverables specifically produced for the client, solely for the purpose for which they were produced.

5.3. The client is not permitted to make deliverables or derivative works based thereon available to third parties, sell them, or otherwise commercially exploit them outside its own organization without prior written consent from aardbai.

5.4. The client indemnifies aardbai against claims from third parties regarding intellectual property rights to materials or data provided by the client.

6.1. aardbai will treat all information provided by the client as confidential, unless this information is already public or can reasonably be regarded as non-confidential.

6.2. The client guarantees that it is entitled to share the data provided to aardbai and that this provision does not conflict with applicable laws and regulations, including the General Data Protection Regulation (GDPR).

6.3. aardbai processes data provided by the client exclusively for the execution of the assignment. After completion of the assignment, aardbai will delete this data or return it to the client, unless otherwise agreed in writing or if aardbai is legally obliged to retain data.

6.4. If personal data is processed for the execution of the assignment, the parties will conclude a data processing agreement if necessary.

7.1. aardbai is entitled to engage third parties in the execution of an assignment.

7.2. aardbai will exercise due care in the selection of these third parties.

7.3. aardbai is entitled to accept any general terms and conditions and liability limitations of these third parties on behalf of the client.

8.1. Unless otherwise agreed, aardbai's fee is calculated by multiplying the agreed hourly rate by the number of hours spent, or based on a pre-agreed fixed amount (fixed price).

8.2. All amounts are exclusive of VAT and any expenses, unless expressly stated otherwise.

8.3. aardbai is entitled to require an advance payment before commencing or continuing the work. A received advance payment is offset against the final invoice.

8.4. Invoicing takes place monthly in arrears, unless otherwise agreed.

8.5. Payment must be made within 14 days of the invoice date, without deduction, discount, or set-off, unless otherwise agreed.

8.6. In case of late payment, the client is in default by operation of law. aardbai is then entitled to charge the statutory commercial interest rate, as well as extrajudicial collection costs in accordance with the Decree on compensation for extrajudicial collection costs.

8.7. aardbai is entitled to suspend work if the client leaves invoices unpaid after the payment term.

9.1. aardbai is insured for professional liability. Any liability of aardbai is limited to the amount paid out by the insurer in respect thereof, plus the deductible under the relevant policy.

9.2. If the insurer does not pay out for any reason, the total liability of aardbai is limited to the amount paid by the client to aardbai (exclusive of VAT) for the work in connection with which the damage arose in the six (6) months prior to the liability claim, with a maximum of € 25,000.

9.3. aardbai is never liable for: indirect damage, including consequential damage, lost profits, missed savings, corrupted or lost data, or damage due to business stagnation; damage resulting from the use of advice, reports, models, code or other deliverables provided by aardbai; damage resulting from incorrect, incomplete, or unlawfully provided data or information by the client; damage resulting from decisions made by the client (whether automated or not) based on analyses or advice provided by aardbai.

9.4. The limitations of liability included in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of aardbai.

9.5. The client indemnifies aardbai against all claims from third parties related to the work performed by aardbai.

10.1. In deviation from the statutory limitation periods, all claims for compensation for damage lapse after twelve months from the moment the client became aware of the damage, or could reasonably have been aware of it.

10.2. All other claims of the client expire twelve months after the work to which those claims relate was performed.

11.1. Both parties are entitled to terminate the agreement in writing at any time, subject to a notice period of one month, unless otherwise agreed.

11.2. Upon termination, the client is obliged to pay for the work performed up to the moment of termination at the applicable rates.

11.3. If the assignment is terminated by the client and aardbai has already incurred costs or entered into obligations with third parties that can no longer be undone free of charge, these costs are fully borne by the client.

12.1. Communication between aardbai and the client may take place electronically, including by email.

12.2. aardbai cannot guarantee that electronic communication is always secure or error-free. The client accepts the risks of electronic communication.

12.3. aardbai is not liable for damage resulting from the use of electronic means of communication, including damage resulting from non-delivery, delay, interception, manipulation, or viruses.

13.1. All agreements and legal relationships with aardbai are exclusively governed by Dutch law.

13.2. Disputes that cannot be resolved by mutual consultation are exclusively submitted to the competent court in the Central Netherlands district.

14.1. aardbai is entitled to amend these general terms and conditions.

14.2. Amended conditions apply to new assignments and to ongoing assignments if the client has not objected in writing within 30 days after written notification of the amendment.

15.1. If any provision of these general terms and conditions is void or annulled, the remaining provisions remain in full force. In that case, the parties will consult to replace the void or annulled provision with a provision that approximates the purpose and intent of the original provision as closely as possible.

15.2. The Dutch text of these general terms and conditions is always decisive for their interpretation.