AIdoptIQ General Terms and Conditions

Version: October 2026

Robin Harinck, trading as AIdoptIQ (sole proprietorship)

Pykeswegje 65, 4462 PC Goes, the Netherlands

Chamber of Commerce (KvK) number: 97922048

VAT identification number: NL005298332B91

Email: contact@aidoptiq.ai

Website: https://aidoptiq.ai

These terms and conditions consist of Part A, which applies to all services, and the modules in Part B, which apply in addition to the services they describe. The Dutch text is binding; this English translation is provided for information only. In the event of any difference in interpretation, the Dutch text prevails.

Part A · General

Article 1. Definitions

1.1 In these terms and conditions, the following definitions apply:

• AIdoptIQ: Robin Harinck, trading as AIdoptIQ (sole proprietorship), established in Goes, the Netherlands, registered with the Chamber of Commerce under number 97922048.
• Client: the legal entity, or the natural person acting in the course of a profession or business, that gives AIdoptIQ an Engagement or to whom AIdoptIQ makes an offer.
• Engagement: the agreement under which AIdoptIQ performs Services for the Client, as set out in a quotation, proposal or project agreement.
• Services: all work performed by AIdoptIQ, including advice, a client-side role such as product owner or business analyst, building Applications, Application Management, deploying AI in applications and processes, and training sessions and workshops.
• Deliverables: all results of the Services, such as reports, advice, designs, prototypes, Applications, configurations and training materials.
• Application: purpose-built software that AIdoptIQ develops for the Client, including integrations with the Standard Software.
• Standard Software: third-party software used by the Client, such as an ERP system.
• Client-Specific Components: the software code, data model, configuration and documentation that AIdoptIQ develops exclusively for the Client.
• Generic Components: reusable software code, libraries, templates, methods and tools of AIdoptIQ, including those developed or improved during an Engagement, to the extent that AIdoptIQ has designated them as generic under Article 9.2.
• Application Management: keeping an Application up to date, monitoring it and updating it after go-live, as described in the Engagement.
• AI Agents: AI systems, including third-party systems, that AIdoptIQ uses for research, analysis, development and Application Management.
• Development Team: the developers and agencies that AIdoptIQ engages as subcontractors to build, test and manage Applications.
• Client Data: all data that the Client makes available to AIdoptIQ, or that is processed in the Client's systems in the course of the work.
• Parties: AIdoptIQ and the Client together.
• In Writing: by letter, email or other electronic message, provided the identity of the sender is sufficiently established.

Article 2. Applicability

2.1 These terms and conditions apply to all offers, quotations and Engagements of AIdoptIQ, including follow-up and additional engagements.

2.2 These terms and conditions are intended for business clients.

2.3 In the event of conflict, the following order of precedence applies: the data processing agreement, the Engagement, the modules in Part B, and Part A. The data processing agreement prevails only with regard to the processing of personal data. Liability is governed by Article 14, including in relation to the processing of personal data, unless the data processing agreement expressly deviates from it with reference to Article 14.

2.4 Purchasing conditions or other terms and conditions of the Client are expressly rejected.

2.5 Deviations from these terms and conditions apply only if agreed In Writing, and only to the Engagement concerned.

2.6 If a provision is void or is annulled, the remaining provisions remain in full force. The Parties will then agree on a provision that comes as close as possible to the purpose of the original provision.

2.7 AIdoptIQ may amend these terms and conditions. A new version applies to new Engagements. For ongoing Engagements, a new version applies 30 days after AIdoptIQ has sent it In Writing. If the Client does not agree, the Client may terminate the Engagement with effect from that date.

Article 3. Offers and formation of the Engagement

3.1 Offers and quotations from AIdoptIQ are without obligation and expire 30 days after their date, unless stated otherwise.

3.2 An Engagement is formed as soon as the Client accepts the quotation In Writing, or as soon as AIdoptIQ starts performing it with the Client's consent.

3.3 Obvious mistakes or clerical errors in an offer do not bind AIdoptIQ.

3.4 If the Client does not accept a quotation, AIdoptIQ may charge the costs of a detailed quotation or preliminary investigation, if this was agreed In Writing in advance.

Article 4. Performance

4.1 AIdoptIQ performs the Engagement to the best of its knowledge and ability and in accordance with the standards of good workmanship. AIdoptIQ's obligations are best-efforts obligations, unless the Parties have expressly agreed a specific result In Writing.

4.2 AIdoptIQ determines how the Engagement is performed and takes reasonable wishes of the Client into account as far as possible.

4.3 Deadlines are indicative and are not strict deadlines. If a deadline is at risk of being exceeded, AIdoptIQ will report this as soon as possible.

Article 5. Third parties

5.1 AIdoptIQ may engage third parties to perform work for the Engagement, such as the Development Team and regular partners. AIdoptIQ remains responsible to the Client for their work, within the limits of Article 14. Providers of Standard Software, AI services and cloud platforms are not covered by this paragraph; Articles 13.6, 13.11 and 14.5 apply to them.

5.2 AIdoptIQ will notify the Client in advance of third parties that will have access to confidential information, Client Data or the Client's systems. AIdoptIQ imposes on them In Writing the same confidentiality obligations as in Article 11, and the obligations under Articles 12.4 and 13.2 to 13.5. The Development Team works within the European Economic Area, unless the Client agrees otherwise In Writing.

5.3 AIdoptIQ is not responsible for parties contracted by the Client itself, even if AIdoptIQ recommended them or directs them on the Client's behalf.

5.4 Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply.

Article 6. Client cooperation

6.1 The Client provides AIdoptIQ in good time with all information, data, system access and cooperation necessary for proper performance of the Engagement.

6.2 The Client warrants the accuracy, completeness and reliability of the information and data provided, including where they originate from third parties.

6.3 The Client ensures that the necessary staff are available in good time for work sessions, interviews, tests and feedback.

6.4 The Client is responsible for its own systems, and for licences and subscriptions for the Standard Software and cloud platforms, unless agreed otherwise.

6.5 If the Client fails to meet these obligations, or fails to meet them in time, AIdoptIQ may suspend performance. Any resulting additional costs and delays are for the Client's account.

Article 7. Changes and additional work

7.1 If it becomes apparent during performance that the Engagement needs to be changed or extended, the Parties will adjust the Engagement by mutual agreement. AIdoptIQ informs the Client in advance of the consequences for price and planning.

7.2 A change or additional work applies only after the Client's approval In Writing. Until that approval is given, AIdoptIQ may suspend the work concerned.

Article 8. Rates and payment

8.1 All rates are in euros and exclusive of VAT, unless stated otherwise.

8.2 Unless a fixed price has been agreed, AIdoptIQ invoices monthly on the basis of hours worked.

8.3 Costs of licences, cloud platforms and AI services required for the Engagement, such as consumption per call, are for the Client's account, unless agreed otherwise. As a rule, these run through the Client's own subscription. If AIdoptIQ advances such costs, AIdoptIQ will charge them without mark-up.

8.4 Payment is due within 14 days of the invoice date, in the manner indicated by AIdoptIQ.

8.5 AIdoptIQ may request an advance payment before work begins.

8.6 If the Client does not pay on time, the Client is in default without notice of default being required and owes statutory commercial interest (Article 6:119a of the Dutch Civil Code) on the outstanding amount. In addition, the Client owes the reasonable extrajudicial collection costs, with a minimum of €250.

8.7 In the event of payment arrears, AIdoptIQ may suspend performance until payment has been made in full, after giving notice In Writing of at least 7 days, or of at least 14 days for Application Management.

8.8 AIdoptIQ may adjust its rates annually on 1 January in line with the annual change in the consumer price index (CPI, all households) published by Statistics Netherlands (CBS) for the previous calendar year. Any increase above that applies to ongoing Engagements only 30 days after notice In Writing; the Client may then terminate the Engagement with effect from the date the increase takes effect.

Article 9. Intellectual property

9.1 Intellectual property rights in Generic Components, and in reports, advice and training materials, remain with AIdoptIQ or its licensors.

9.2 AIdoptIQ designates in the Engagement, or at the latest on delivery, which Generic Components have been used in an Application. This may be done per component or per category, such as all components from an AIdoptIQ library. Components not designated as generic are Client-Specific Components. That designation is decisive.

9.3 After payment in full, AIdoptIQ transfers the copyright and other intellectual property rights in the Client-Specific Components to the Client. The Parties will record the transfer in a deed; AIdoptIQ will cooperate with this on first request.

9.4 After payment in full, the Client receives a perpetual, irrevocable and non-exclusive right to use the Generic Components in an Application for the purpose of using, modifying and maintaining the Application, including by third parties on the Client's behalf. This right transfers with a transfer of (part of) the Client's business and also applies to group companies. AIdoptIQ supplies the source code to the extent necessary for modification and maintenance.

9.5 After payment in full, the Client receives a non-exclusive right to use reports, advice, training materials and other Deliverables for the purposes for which the Engagement was given. The Client may also share these materials with group companies and with its own advisers and accountants, for internal purposes. The Client may not reproduce or publish them, or make them available to other third parties for other purposes.

9.6 To the extent that no copyright subsists in components created with AI Agents, Articles 9.3 and 9.4 apply as an agreement between the Parties on their use.

9.7 AIdoptIQ may use open-source software; the licences of the rights holders apply to it. AIdoptIQ does not use open-source software whose licence obliges the Client to disclose its own source code, unless the Client has agreed to this in advance.

9.8 If AIdoptIQ uses third-party software, models or services, such as AI models and cloud platforms, the licence terms of those third parties apply. AIdoptIQ informs the Client of relevant restrictions.

9.9 AIdoptIQ may apply knowledge and experience gained during an Engagement elsewhere, without using confidential information or Client Data.

9.10 If a third party claims that a component supplied by AIdoptIQ infringes its intellectual property rights, AIdoptIQ will indemnify the Client against that claim. This applies only if the Client informs AIdoptIQ In Writing without delay, leaves the defence and any settlement to AIdoptIQ, and cooperates with it. AIdoptIQ may also modify or replace the component so that it no longer infringes. There is no indemnity for infringement caused by modifications made by anyone other than AIdoptIQ, by materials or instructions of the Client, or by Standard Software and third-party services. The indemnity is subject to the maximum amounts in Articles 14.1 and 14.2. The limitation to direct damage in Article 14.1 and Articles 14.3 and 14.4 do not apply to this indemnity.

Article 10. Client Data

10.1 All rights to Client Data remain with the Client. AIdoptIQ uses that data solely for performing the Engagement.

10.2 After the end of the Engagement, AIdoptIQ will return the data on request in a common format, and will delete it no later than 30 days thereafter, unless a statutory retention obligation applies. Data temporarily stored with AI services used by AIdoptIQ is deleted in accordance with the retention periods of those services, as stated in the overview referred to in Article 13.2.

10.3 The Client is responsible for backups of its own systems and data, unless backups are expressly part of the Engagement.

Article 11. Confidentiality and references

11.1 The Parties keep confidential any confidential information they receive from each other in connection with the Engagement. Confidential information includes in any event: business information, technical data, source code, customer data, financial data, prices and strategic plans.

11.2 Confidentiality does not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) the receiving party demonstrably already had; (c) was obtained from a third party without a duty of confidentiality; or (d) must be disclosed under the law or a court decision.

11.3 Confidentiality remains in force until five years after the end of the Engagement. For trade secrets and Client Data, it applies for as long as they remain confidential. If a separate non-disclosure agreement has been concluded, the longest term applies.

11.4 AIdoptIQ names the Client as a reference only with permission In Writing. Without permission, AIdoptIQ describes the work only in anonymised form and without confidential information.

Article 12. Privacy and security

12.1 The Parties act in accordance with the General Data Protection Regulation (GDPR) and other privacy legislation.

12.2 If AIdoptIQ processes personal data on behalf of the Client in the course of the work, the Parties will conclude a data processing agreement.

12.3 For the processing of personal data, AIdoptIQ only uses platforms and AI services that offer appropriate safeguards, and lists them as sub-processors in the data processing agreement. If personal data is processed outside the European Economic Area, this is done on the basis of a valid transfer mechanism.

12.4 AIdoptIQ takes appropriate technical and organisational measures to secure Client Data and access to the Client's systems, such as two-factor authentication and need-based access.

12.5 AIdoptIQ follows reasonable security requirements of the Client that have been communicated In Writing in advance. Requirements that entail additional costs are treated as additional work.

12.6 AIdoptIQ reports a security incident affecting the Client without undue delay and, where possible, within 24 hours of discovery.

12.7 The Client may verify compliance with this article by means of a security questionnaire, no more than once a year and following a security incident. An audit by the Client or an independent auditor takes place only after consultation on scope and planning, no more than once a year and at the Client's expense.

Article 13. AI

13.1 AIdoptIQ works with a team of AI Agents: for research and analysis, for developing and testing software, and for Application Management. The Client consents to this.

13.2 For work involving confidential information or Client Data, AIdoptIQ only uses AI services whose provider does not use that data to train its own models and that offer appropriate security. An overview on the AIdoptIQ website, which AIdoptIQ keeps up to date, states which services these are and where the data is processed. For personal data, the arrangements on sub-processors in the data processing agreement apply.

13.3 Output created by AI Agents is reviewed by a person at AIdoptIQ or in the Development Team before it is delivered. AIdoptIQ is responsible for delivered work in the same way as for work produced without AI Agents.

13.4 AI Agents are given no more access to the Client's systems than the task requires. They make changes to the Client's production environments only after approval by a person.

13.5 AIdoptIQ does not use Client Data to train AI models outside the Engagement, unless the Client has agreed to this In Writing in advance.

13.6 AI applications that AIdoptIQ develops or implements use third-party models and services. Their operation, availability and output are beyond AIdoptIQ's direct control.

13.7 AIdoptIQ gives no guarantees as to the accuracy, completeness or fitness for a particular purpose of AI output, unless a measurable performance requirement has been expressly agreed in the Engagement; that requirement then applies, measured in the manner and with the test data set out in the Engagement. The Client remains responsible for assessing and applying AI output in its own business operations.

13.8 Performance measured in a test or proof of concept is an indication, not a guarantee for production use. The quality of a model may decline if the data changes. Retraining and adjustment fall under Application Management or are treated as additional work.

13.9 A model trained in the Engagement on Client Data is a Client-Specific Component. AIdoptIQ does not use that model for others.

13.10 If the Client puts an AI system developed by AIdoptIQ into use under its own name, the Client will as a rule be the provider and the deployer within the meaning of the EU AI Act. AIdoptIQ supplies the technical information the Client reasonably needs for this and advises on the obligations. Compliance remains the Client's responsibility.

13.11 Changes in the availability, operation or prices of third-party AI services and cloud platforms are outside AIdoptIQ's responsibility. AIdoptIQ informs the Client in good time of relevant changes and helps consider alternatives. A move to another platform is treated as additional work, unless it has been agreed as part of Application Management.

Article 14. Liability

14.1 AIdoptIQ's total liability to the Client, on whatever legal basis, is limited to compensation for direct damage, up to no more than the amount AIdoptIQ has invoiced for the Engagement or, for ongoing Engagements, the amount invoiced in the six months preceding the event giving rise to the damage. Liability will never exceed €50,000 per event and €50,000 per calendar year for all events combined. A series of connected events counts as one event. These maximum amounts also apply to the indemnity in Article 9.10 and to liability in connection with the data processing agreement.

14.2 If AIdoptIQ's professional liability insurance pays out more than the maximum in paragraph 1 in a particular case, the amount paid out, plus the deductible, applies as the maximum for that case.

14.3 Direct damage means only: (a) reasonable costs of establishing the cause and extent of the damage; (b) reasonable costs of making AIdoptIQ's performance conform to the Engagement, unless the Client rescinds the Engagement; (c) reasonable costs of preventing or limiting damage; and (d) reasonable costs of restoring data from the most recent available backup, if the loss or damage results from a failure in performance by AIdoptIQ.

14.4 AIdoptIQ is not liable for indirect damage, consequential damage, lost profits, lost savings, damage due to business interruption or reputational damage. AIdoptIQ is liable for loss of or damage to data only as provided in Article 14.3(d).

14.5 AIdoptIQ is not liable for damage resulting from: (a) incorrect, incomplete or late information from the Client; (b) the Client not following advice; (c) outages, limitations or changes in the Standard Software, AI services or cloud platforms of third parties; or (d) decisions taken by the Client on the basis of AI output.

14.6 The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of AIdoptIQ.

14.7 Liability arises only if the Client gives AIdoptIQ notice of default In Writing without delay, allowing a reasonable period to remedy the failure, and AIdoptIQ still fails to perform after that period. The notice of default describes the failure as precisely as possible. This does not apply if performance has become permanently impossible.

14.8 A claim for damages lapses twelve months after the Client became aware, or could reasonably have become aware, of the damage.

14.9 The Client indemnifies AIdoptIQ against third-party claims related to information, data or instructions from the Client.

14.10 Third parties engaged by AIdoptIQ in performing the Engagement may invoke this article against the Client.

Article 15. Force majeure

15.1 AIdoptIQ is not obliged to perform an obligation if performance is prevented by force majeure. Force majeure also includes: outages of third-party AI services and cloud platforms, internet and power outages, cyberattacks despite appropriate security, government measures, epidemics and strikes.

15.2 If the force majeure lasts longer than 60 days, either Party may rescind the Engagement In Writing, without any obligation to pay compensation. Work already performed will be settled proportionally.

Article 16. Term, termination and transfer

16.1 The Engagement runs for the term stated in the quotation or agreement. For Application Management, the term and notice period in module B3 apply.

16.2 Any other ongoing Engagement, such as advice on a subscription basis, may be terminated with one month's notice with effect from the end of a calendar month, unless agreed otherwise. The Parties determine the content and priorities in consultation. Hours not used within a month expire, unless agreed otherwise.

16.3 An Engagement for a fixed term may be terminated early only if the Engagement so provides.

16.4 If the Client terminates early an Engagement that does not fall under Article 16.2, 16.3 or module B3, such as a project carried out in phases or sprints, the Client pays for the work performed and costs incurred up to that point, and for the hours scheduled for the current phase or sprint.

16.5 Either Party may terminate or rescind the Engagement In Writing with immediate effect if the other Party: (a) is in default and does not remedy this within 14 days of a notice of default In Writing; (b) is declared bankrupt or applies for a suspension of payments; or (c) ceases its business activities.

16.6 In the event of early termination, the work performed and costs incurred up to that point become immediately due and payable.

16.7 Provisions that by their nature are intended to continue after termination, such as confidentiality, intellectual property and liability, remain in force after termination.

16.8 The Parties may transfer rights and obligations under an Engagement only with the other Party's consent In Writing. The Client consents in advance to AIdoptIQ transferring an Engagement to a legal entity in which Robin Harinck directly or indirectly has decisive control. AIdoptIQ will notify the Client of such a transfer In Writing.

Article 17. Complaints

17.1 The Client reports complaints about work performed In Writing and as precisely as possible, within 14 days after the Client discovered or could reasonably have discovered the failure, and no later than three months after completion of the work concerned. For Applications, the acceptance and warranty provisions of module B2 apply.

17.2 AIdoptIQ responds to a complaint within 10 business days and seeks an appropriate solution.

17.3 A complaint does not suspend the Client's payment obligation.

Article 18. Governing law and disputes

18.1 All Engagements are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

18.2 The Parties will first try to resolve a dispute through mutual consultation. If that fails, the dispute will be submitted to the competent court in the district of Zeeland-West-Brabant.

18.3 The previous paragraph is without prejudice to the Parties' right to seek interim relief in urgent cases.

Part B · Modules

Module B1. Advice and client-side roles

B1.1 AIdoptIQ's advice is based on the facts, circumstances and insights known at the time the advice is given. AIdoptIQ cannot guarantee that advice will produce the desired result in all future circumstances. The Client decides whether to follow advice.

B1.2 In a client-side role, such as product owner or business analyst, AIdoptIQ participates in the Client's project. The Client remains in control and takes the decisions; AIdoptIQ advises and prepares decisions.

B1.3 AIdoptIQ is not responsible for the performance of suppliers contracted by the Client, even if AIdoptIQ directs or assesses them on the Client's behalf.

B1.4 If AIdoptIQ has a business relationship with a supplier that it assesses, selects or directs for the Client, or if AIdoptIQ recommends its own services while in a client-side role, AIdoptIQ will disclose this in advance. The Client decides.

B1.5 AIdoptIQ performs the Engagement independently, using its own resources and at its own expense and risk. AIdoptIQ follows reasonable instructions regarding objectives and planning, and the Client's house rules and security rules.

Module B2. Building applications

B2.1 AIdoptIQ builds an Application in stages. The Engagement describes the objective and the initial functionality; the Parties jointly set the priorities for each stage. Under this approach, AIdoptIQ has a best-efforts obligation, unless the Engagement specifies a fixed scope at a fixed price.

B2.2 The Client appoints a contact person who decides on priorities and acceptance.

B2.3 After delivery of an Application or part of it, the Client has 10 business days to test it. The Client reports defects In Writing, described in such a way that AIdoptIQ can verify them. The Application is accepted upon approval, upon expiry of the test period without defects being reported, or as soon as the Client uses the Application in production. Minor defects that do not prevent productive use do not prevent acceptance; AIdoptIQ will remedy them within the warranty period.

B2.4 For three months after acceptance, AIdoptIQ will remedy free of charge any defects attributable to AIdoptIQ, meaning deviations from what the Parties agreed. The warranty does not cover defects caused by use contrary to the documentation, modifications by anyone other than AIdoptIQ, changes in the Standard Software or in third-party services, or errors in Client Data.

B2.5 AIdoptIQ delivers the source code, documentation and configuration in an environment managed by the Client or to which the Client is given full access, no later than after payment in full.

B2.6 AIdoptIQ builds integrations using the interfaces made available by the supplier of the Standard Software. If that supplier changes the software or the interfaces, adapting the integration falls under Application Management or, if no Application Management has been agreed, is treated as additional work.

B2.7 Unless agreed otherwise, the Application runs in the Client's cloud environment. The Client is the contracting party of the cloud provider and pays its costs; AIdoptIQ is given the access required for this.

B2.8 Prototypes and proofs of concept are intended to demonstrate possibilities and are not intended for production use, unless expressly agreed otherwise In Writing. AIdoptIQ does not guarantee that a prototype is suitable for production without further development.

Module B3. Application Management

B3.1 Application Management is a separate arrangement. Unless the Engagement provides otherwise, Application Management comprises: (a) keeping the Application and the components used up to date, including security updates; (b) monitoring whether the Application continues to run properly, and resolving outages; and (c) updating the integration when a new version of the Standard Software is released.

B3.2 AIdoptIQ updates the integration within a reasonable period after the new version of the Standard Software becomes available for testing and, where possible, before the Client puts that version into use. If a new version brings material changes in functionality or interfaces, the Parties will agree in advance whether the adjustment falls under Application Management or is treated as additional work.

B3.3 Application Management is provided on business days from 9:00 to 17:00, unless a service level agreement (SLA) provides otherwise. Response times are a best-efforts obligation, unless expressly agreed as a result in an SLA.

B3.4 AIdoptIQ announces planned maintenance affecting availability in advance.

B3.5 Application Management does not cover: new functionality, outages caused by the Standard Software, the cloud platform or other third-party services, or the consequences of changes made by the Client or third parties. These are remedied on request as additional work.

B3.6 Application Management is entered into for 12 months and then continues for an indefinite period. Either Party may terminate Application Management with three months' notice, with effect from the end of the first 12 months or thereafter with effect from the end of a calendar month.

B3.7 At the end of Application Management, AIdoptIQ cooperates in the handover to the Client or a successor: AIdoptIQ supplies the current source code, documentation, configuration and access credentials, and provides one handover session. Further support is provided at the applicable rate.

B3.8 If AIdoptIQ hosts the Application itself, this is done only on the basis of a separate agreement on availability, backups and switching.

Module B4. Training and workshops

B4.1 The Parties set the date and location of a training session or workshop in consultation.

B4.2 If the Client cancels within 5 business days before the start, AIdoptIQ may charge 50% of the agreed fee. For cancellation within 2 business days before the start, this is 100%.

B4.3 Training materials are intended for the Client's internal use, unless agreed otherwise.

B4.4 If a training session or workshop cannot go ahead due to illness or force majeure on AIdoptIQ's side, the Parties will set a new date in consultation. If that is not possible, AIdoptIQ will refund any amount already paid for that training session. Any further compensation is excluded.