Terms & Conditions

Note: This is an English translation provided for convenience. The Dutch version of these Terms and Conditions is the legally binding version and prevails in case of any discrepancy.

Definitions

In these Terms and Conditions the following terms have the meanings set out below, unless explicitly stated otherwise:

• Terms and Conditions: these terms and conditions.
• Business: the Counterparty acting in the exercise of a business or profession.
• DCC: the Dutch Civil Code.
• Engagement: all activities, in any form, that ai.nl performs for or on behalf of the Counterparty.
• Agreement: any agreement concluded between ai.nl and the Counterparty.
• Counterparty: the Business that has accepted these Terms and Conditions and instructed ai.nl to perform an Engagement.

Unless stated otherwise, the singular includes the plural (and vice versa) and a reference to a male form includes a reference to a female form (and vice versa).

1. Applicability

1. These Terms and Conditions apply to every quote and Agreement between ai.nl and the Counterparty, unless explicitly agreed otherwise in writing.
2. These Terms and Conditions also apply to agreements for which ai.nl engages third parties.
3. The applicability of any terms and conditions of the Counterparty is expressly rejected.
4. Deviations from the Agreement and these Terms and Conditions are only valid if expressly agreed in writing.

2. Quotes

1. All quotes are without obligation and may be revoked by ai.nl in writing within two business days after receipt of acceptance, in which case no agreement is formed.
2. All quotes are valid for 4 weeks, unless stated otherwise.
3. ai.nl cannot be held to a quote if the Counterparty should reasonably have understood that it contains an obvious mistake or clerical error.
4. If acceptance deviates from the offer, ai.nl is not bound by it, unless ai.nl indicates otherwise.

3. Formation of the agreement

1. The Agreement is formed when the Counterparty accepts ai.nl's quote.
2. Acceptance takes place in writing (including electronically). ai.nl is also entitled to accept oral acceptance.

4. Performance of the agreement

1. The Agreement is performed by ai.nl to the best of its knowledge and ability. This constitutes a best-efforts obligation. The application of articles 7:404, 7:407(2) and 7:409 DCC is expressly excluded.
2. ai.nl determines the manner in which and the person(s) by whom the Engagement is performed and is entitled to engage third parties.
3. ai.nl is entitled to perform the Agreement in stages and to invoice each completed part separately.
4. ai.nl is entitled to pre-announced days off, regardless of any agreed minimum number of hours.

5. Changes and additional work

1. If during performance it appears that amendment or supplementing of the Agreement is necessary, ai.nl will inform the Counterparty as soon as possible.
2. Changes may affect the time of completion; ai.nl will inform the Counterparty as soon as possible.
3. Financial, quantitative and/or qualitative consequences are communicated in advance.
4. For a fixed rate, ai.nl indicates to what extent the change affects the rate and provides a price indication in advance where possible.
5. No additional charges apply if the change results from circumstances attributable to ai.nl.
6. Changes are only valid once accepted in writing by both parties.

6. Counterparty obligations

1. The Counterparty ensures that all required data, equipment, spaces, authorisations and authorities are available in time.
2. ai.nl is not liable for damage caused by inaccurate or incomplete information from the Counterparty, unless this should have been apparent to ai.nl.
3. Relevant employees of the Counterparty are available in time.
4. The Counterparty refrains from conduct that makes performance of the Engagement impossible.
5. For work at the Counterparty's location, the Counterparty provides the reasonably required facilities free of charge.
6. In case of non-compliance, ai.nl is entitled to suspend performance and/or charge additional costs.

7. Cancellation

1. ai.nl is at all times entitled to change a training or workshop date or to cancel the Engagement. Amounts already paid are refunded if no alternative is possible.
2. Cancellation by the Counterparty is only possible subject to the following:
   1. Cancellation is always in writing;
   2. For cancellation less than 7 days before commencement, 50% of the price is due;
   3. For cancellation less than 2 days before commencement, the full price is due.
3. Cancellation or postponement costs charged to ai.nl by the venue are passed on to the Counterparty.
4. The Counterparty is entitled to send a substitute participant.
5. Amounts already paid are, where possible, deducted from a new training or workshop.
6. In case of misconduct or breach of order and safety measures, ai.nl may deny access without refund.

8. Prices

1. All prices and rates are exclusive of VAT, unless explicitly agreed otherwise.
2. Prices include shipping, travel, accommodation and other expenses, unless agreed otherwise.
3. If no price is agreed, the time actually spent at ai.nl's customary rates applies.
4. Additional costs are notified in good time before the Agreement is concluded.
5. ai.nl is entitled to increase a fixed price or rate.
6. Intended price or rate changes are communicated as soon as possible.
7. If the engagement is cancelled within four (4) weeks before the performance date, the client owes 100% of the original amount. Outside that period the cancellation fee is 50%.
8. If the price increase takes place within three months after the conclusion of the Agreement, the Counterparty may rescind, unless:
   1. the increase results from a statutory power or obligation;
   2. ai.nl is still willing to perform on the basis of the original price; or
   3. it has been agreed that performance will take place more than three months after conclusion.

9. Payment

1. Payment is made by transfer to a bank account designated by ai.nl.
2. The payment term is 14 days from the invoice date, unless stated otherwise.
3. Invoicing takes place monthly, unless agreed otherwise.
4. Payment in instalments is possible in proportion to the progress of the work.
5. Objections to the amount of the invoice do not suspend the payment obligation.
6. Set-off against a counterclaim is not permitted.
7. If payment is not made or not made on time, the Counterparty is in default by operation of law and owes the statutory commercial interest.
8. Payments are first applied to interest and costs and then to the oldest outstanding invoices.
9. Extrajudicial collection costs are at the expense of the Counterparty.
10. The fee for extrajudicial costs is 15% of the outstanding principal with a minimum of €500 per invoice.
11. In case of bankruptcy, suspension of payment, liquidation, attachment, death or guardianship, all claims are immediately due and payable.
12. Reasonable judicial and enforcement costs are at the expense of the Counterparty.

10. Complaints

1. The Counterparty inspects performance upon delivery, in any case within 7 days after performance.
2. Complaints must be reported to ai.nl in writing within 7 days after performance.
3. If not reported in time, the right to (partial) refund, replacement or damages lapses.
4. A complaint does not suspend the payment obligation.

11. Force majeure and unforeseen circumstances

1. A failure cannot be attributed if it is not due to fault nor falls within the party's risk under law, juridical act or generally accepted standards. The parties are then not obliged to perform.
2. Force majeure includes all external causes, foreseen or unforeseen, over which ai.nl has no control.
3. This includes in any case:
   1. strikes;
   2. traffic disruptions;
   3. government measures;
   4. riots, civil unrest, war;
   5. traffic obstructions;
   6. shortage of labour;
   7. extreme weather;
   8. fire;
   9. import, export and/or transit bans;
   10. any other circumstance that obstructs the normal course of business.

12. Termination of the agreement

1. The parties may terminate the Agreement by mutual consent.
2. Interim termination is possible in writing with a notice period of 1 month.
3. Immediate written termination is possible in case of:
   1. application or grant of suspension of payment;
   2. application or declaration of bankruptcy;
   3. liquidation or non-temporary cessation of the business.
4. Upon dissolution, claims of ai.nl are immediately due and payable. ai.nl retains the right to damages.

13. Return of items made available

1. The Counterparty returns items made available within 14 days in their original condition. Failing this, all costs are at its expense.
2. In case of continued default, ai.nl may recover damages and replacement costs from the Counterparty.

14. Liability

1. ai.nl is solely liable for direct damage caused by gross negligence or wilful misconduct, and never for more than the amount paid out by the insurer or, failing such payment, up to a maximum of the invoice amount or €1,000 if the invoice amount exceeds €1,000.
2. Direct damage means solely:
   1. reasonable costs to determine the cause and extent of the damage;
   2. reasonable costs incurred to bring defective performance into line with the Agreement;
   3. reasonable costs to prevent or limit damage.
3. ai.nl is never liable for indirect damage, consequential loss, lost profits, missed savings, business stagnation, damage caused by inadequate cooperation/information from the Counterparty or for non-binding information or advice.
4. ai.nl is never liable for errors in materials supplied by the Counterparty or for errors caused by acts of the Counterparty.
5. ai.nl is never liable if the Counterparty has previously given approval or has not made use of a check option.
6. The liability limitations also apply for the benefit of third parties engaged by ai.nl.
7. ai.nl is not liable for damage to or loss of documents during transport or shipping.

15. Confidentiality

1. The parties are obliged to keep all confidential information confidential. Confidential information is used solely for the purpose for which it was provided.
2. If ai.nl is required by law or court ruling to provide information, it is not obliged to pay damages and the Counterparty is not entitled to dissolve the Agreement.
3. ai.nl is entitled to include the Counterparty's name on a reference list, unless agreed otherwise.

16. Indemnification

1. The Counterparty indemnifies ai.nl, to the extent permitted by law, against liability towards third parties arising from or connected with the performance of the Agreement.
2. The Counterparty indemnifies ai.nl against all third-party claims relating to infringement of intellectual property rights.
3. The Counterparty is obliged to do everything possible to limit damage.

17. Intellectual property

1. All intellectual property rights to products, materials, analyses, designs, software, documentation, advice, reports, quotes and information developed or made available in the context of performance (collectively: the "IP Material") rest exclusively with ai.nl or its licensors.
2. The Counterparty acquires only the rights arising from the Agreement or granted in writing.
3. The Counterparty is not permitted to remove or modify IP markings.
4. Any exploitation, reproduction or disclosure beyond the scope of the Agreement constitutes a breach.
5. In case of breach an immediately payable penalty of €25,000 per infringement, not subject to mitigation, is owed, without prejudice to the right to full damages and legal action.
6. No breach exists if prior express written consent of ai.nl has been given.
7. IP Material developed by ai.nl may be used by ai.nl for its own promotional purposes, unless agreed otherwise.

18. Privacy

1. ai.nl processes personal data in accordance with applicable legislation, in particular the General Data Protection Regulation (GDPR).
2. Personal data is used solely in the context of the performance of the Agreement or the handling of a complaint.
3. For more information, refer to ai.nl's Privacy Policy.

19. Limitation period

For all claims and powers of the Counterparty against ai.nl and/or third parties engaged by ai.nl, a limitation period of one year applies, by way of derogation from statutory limitation periods.

20. Transfer

1. The Counterparty is not permitted to transfer rights and obligations from the Agreement without ai.nl's written consent.
2. ai.nl is entitled to attach conditions to its consent.

21. Survival

Provisions which by their nature should also remain in force after termination continue to apply after termination of the Agreement.

22. Miscellaneous

1. Deviations from these Terms and Conditions only apply in writing and not for later legal relationships.
2. ai.nl's records constitute evidence, subject to proof to the contrary. Electronic communication constitutes evidence.
3. If any provision is null or voidable, the remaining provisions remain in full force. ai.nl will then establish a replacement provision that approximates the intent as closely as possible.
4. The place of performance is deemed to be the place of establishment of ai.nl.

23. Applicable law and choice of forum

1. All Agreements and these Terms and Conditions are exclusively governed by Dutch law.
2. Disputes are settled at first instance by the competent court of the District Court of Midden-Nederland.

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