Terms and Conditions

1. Definitions

Agreement: the agreement concluded between DataNorth and the Client regarding the provision of the Consulting Services.

Consulting Services: all services provided by DataNorth, including but not limited to Workshops, AI Demo, Webinars, and Proof of Concept.

DataNorth: DataNorth is a trade name of DataNorth AI B.V., registered with the Chamber of Commerce in the Netherlands under number 85863157, and the provider of the Consulting Services.

Party/Parties: DataNorth and/or the Client.

T&C: the Terms and Conditions specified in this document.

2. Scope 

1. All DataNorth offers, quotations and Agreements are exclusively subject to these T&C. The Client with whom a contract has been concluded on the basis of these T&C agrees to their applicability to future and/or follow-up agreements with DataNorth. 
2. The scope of services will be outlined in a separate agreement or proposal.
3. DataNorth explicitly rejects any general terms and conditions or terms and conditions of purchase used by the Client as well as any provisions deviating from these T&C, unless these have been explicitly accepted by DataNorth in writing. 
4. If, for whatever reason, any stipulation or a part thereof in the T&C has no binding effect or only a partially binding effect, this will not affect the validity of the remaining stipulations in the T&C or the remaining part of the relevant stipulation. In that event, DataNorth will be permitted to apply a replacement stipulation that is legally permissible and that is as close as possible to the purport and content of the void or non-binding stipulation.
5. The T&C also serves for the benefit of third parties engaged by DataNorth for the Agreement or its performance.

3. Offers and formation of the agreement 

1. All offers made by DataNorth are subject to contract unless explicitly stated otherwise. Offers made by DataNorth may not be reproduced or disclosed to third parties without DataNorth’s consent. 
2. Unless explicitly stated otherwise, documentation provided by or on behalf of DataNorth with the offer or after conclusion of the Agreement, including information and advice, is subject to contract. 
3. Agreements as well as changes thereto are concluded by written or electronic confirmation or order confirmation by DataNorth. Furthermore, an Agreement is concluded because DataNorth fully or partially performs an assignment given by the Client without prior confirmation.
4. Arrangements made or Agreements concluded with DataNorth employees are not binding upon DataNorth unless they have been explicitly confirmed by DataNorth. An oral offer and/or promise made by DataNorth or one of its subordinates is also not binding unless it has been explicitly confirmed in writing by DataNorth. 
5. DataNorth is at all times entitled to refuse orders and/or assignments or to attach further conditions to the delivery and/or performance. 

4. Obligations on the part of DataNorth

1.  DataNorth has an obligation to perform to the best of its ability to make and keep the Software available via the internet and to have it function properly, but can and will never guarantee that the Software is available at all times, continuously and without malfunctions. 
2. Target times specified by DataNorth for the delivery and/or provision of Services are always approximate and are never final target times for DataNorth, unless explicitly agreed otherwise in writing. 
3. If DataNorth exceeds any target time, DataNorth will only be in default after written notice of default.
4. DataNorth has the right to temporarily decommission the Software or parts of it for maintenance, modification or improvement. DataNorth will endeavor to have such decommissioning take place outside office hours as much as possible and will undertake to inform the Client, if necessary, in a timely manner of the planned decommissioning and the expected duration, but cannot guarantee this and is never liable for damage in connection with such decommissioning.
5. DataNorth undertakes to keep the Software up to date. However, DataNorth may be dependent on its supplier or suppliers for this. DataNorth is entitled to refrain from installing certain updates or patches if, in its opinion, this does not benefit the correct operation of the Software or is not in the interest of the Client. 
6. DataNorth will respond as quickly as possible to any request for support. A response is defined as a confirmation of receipt of the request with substantive feedback and an announcement of the action that DataNorth will take and the resolution time (if applicable). After the request has been received and the response has been given, DataNorth will work on a solution to the request. The solution will be made available within a reasonable term. 
7. A solution as referred to in the previous paragraph may concern a workaround. A workaround is a solution that does not solve the problem permanently, but limits its impact or provides a route around the problem. DataNorth will always endeavor to deliver a workaround as soon as possible, followed by a real solution as soon as it is ready. 
8. The times stated by DataNorth for responding or providing a solution are target times and indicative only. Although DataNorth endeavors to meet these at all times, no guarantees are given that a response or solution will actually be delivered within these target times. There is no liability for damage resulting from failure to meet a target time. 
9. DataNorth will make temporary backups of data stored by means of the Software for the purpose of contingency management. Upon request and against payment of a reasonable fee, DataNorth will make a copy of these data available for use in other systems, to the extent that this is technically possible. 

 7. Other obligations and responsibilities on the part of the client 

1. The Client recognizes that they are jointly responsible for successful performance of the Agreement.
2. At DataNorth’s request, the Client will provide the cooperation and/or provide information desired by DataNorth in a timely manner and in all reasonableness. 
3. The Client is not permitted to: 
   a. allow third parties to use the Software.
   b. use the Software for acts that violate Dutch or other applicable laws and regulations. This includes storing or distributing information that is libelous, defamatory or racist.
   c. use the Software in such a manner as to cause nuisance or inconvenience for other users.
   d. cause malfunctions and/or damage in the Software.
   e. use the Software in a punishable or unlawful manner.
   f. infringe the intellectual property of DataNorth and/or third parties.
   g. disclose, reproduce and/or otherwise share data, information and/or know-how of DataNorth with third parties. 
4. The Client warrants and ensures that its use of the Software complies with all applicable regulatory requirements, including those imposed on ‘deployers’ under the EU Artificial Intelligence Act (AI Act), where applicable, and further undertakes to maintain proper human oversight, monitoring, and necessary risk assessments before relying on the AI suggestions provided by the Software.
5. If DataNorth discovers or reasonably suspects that the Client is not complying with its obligations under the Agreement or these T&C, DataNorth is entitled to block the use of the Software by the Client until further notice and suspend the implementation of the Agreement, or to take any other required measures, without being obliged to pay any compensation. In that case, the Client is explicitly obliged to continue to meet all contractual and outstanding obligations. 
6. The Client is obliged to protect its account against unauthorized access by third parties by means of a username and password. In particular, the Client is required to keep the password strictly confidential. DataNorth may at all times assume that everything that happens after registration with the username and password for the Client’s account will take place under the Client’s direction and supervision. 
7. The Client is required to inform DataNorth of any suspected unlawful use of the Software. 

 8. Prohibition of personnel acquisition 

1. During the Agreement and for a period of one (1) year after termination of this Agreement, it is not permitted to engage employees of DataNorth, either directly or indirectly, to hire or negotiate with these employees, other than with the permission of DataNorth. 
2. For each violation of the prohibition referred to in the previous paragraph, the Client will owe DataNorth an immediately due and payable fine of one gross annual salary of the relevant DataNorth employee, for each employee involved. 

9. Price, invoicing and payment 

1. DataNorth is entitled to increase prices, pricing models and other fees by up to 5% once a year to compensate for developments such as inflation and other price increases, without explicitly informing the Client. 
2. If and in so far as the price increase remains within the percentage set out in Article 9.1, the Client does not have the option to terminate the agreement prematurely. 
3. DataNorth is also entitled to adjust prices, pricing models and other fees for other reasons, provided that such adjustments are demonstrably linked to and proportional to changes in objective, verifiable external cost drivers specific to the Software provision, such as increases in cloud service consumption costs, necessary third-party license fees, or personnel salary indices. If the price increase does not fall within the percentage set out in Article 9.1, or takes place more than once (1) a year, DataNorth will inform the Client of the change at least two (2) calendar months before the change takes effect by means of an email and/or in-app notification. 
4. If the Client does not wish to accept the change as referred to in Article 9.3, they can terminate the agreement with due observance of Article 10. Use of DataNorth after the date of entry into force shall be considered acceptance of the amended or supplemented terms and conditions. 
5. The periodic fee for the Software and its use is always payable prior to the term of one month or one year agreed in the Agreement. The periodic fee will be invoiced electronically by DataNorth and, if desired, collected by DataNorth by direct debit, unless otherwise agreed in the Agreement. The periodic fee may fluctuate if the composition of the Software and/or the number of users of the Software changes. 
6. Payments other than by direct debit must be made within 30 days from the date of invoice unless agreed otherwise in writing. If payment is not received within the payment term, DataNorth is entitled to charge statutory interest. 
7. All judicial and extrajudicial costs related to the collection of any claim against the Client will be at their expense without DataNorth having to notify them. The extrajudicial costs amount to at least 15% of the invoice amount or amounts, with a minimum of €500. 
8. Without explicit written permission from DataNorth, the Client is not permitted to suspend their payment obligations towards DataNorth and/or set these off against a claim by the Client against DataNorth, for whatever reason. 
9. Payments by or on behalf of the Client will successively serve to pay the extrajudicial collection costs owed, the judicial costs, the interest owed and then the outstanding principal amounts in order of age, regardless of the Client’s instructions to the contrary.

10. Term and termination 

1. The Agreement is entered into for a term of one year, two years, three years, four years, five years or an indefinite period as specified in the Agreement. 
2. Unless otherwise agreed in the Agreement, the Agreement may always be terminated in writing by the Parties at the end of the then-valid term, with a notice period of ninety (90) days. 
3. In the event of dissolution or termination as referred to in the previous articles, the following obligations for Client towards DataNorth will continue to apply:
   – outstanding claims / payments
   – liability. 

11. Suspension and dissolution 

1. In the following cases, DataNorth is entitled to immediately suspend the performance of the Agreement and/or the right to use the Software or to dissolve the Agreement in whole or in part without notice of default and without judicial intervention, without it being obliged to pay any compensation and without prejudice to its further rights:
   a) if the Client does not, not properly or in time, comply with any payment or other obligation arising from the Agreement concluded with DataNorth or a related Agreement.
   b) in the event of bankruptcy, suspension of payments, shutdown, liquidation or full or partial transfer – as security or otherwise – of the Client or its business, including the transfer of a significant part of its claims. 
2. In each of the cases referred to in the previous paragraph, all claims of DataNorth against the Client will be immediately due and payable in full.
3. Obligations which by their nature are destined to continue even after termination or dissolution of the Agreement will continue to be valid regardless of termination or dissolution of this Agreement. 

 14. Force majeure

1. In the event of force majeure, DataNorth is entitled – at its own discretion – to immediately suspend the performance of the Agreement for the duration of the force majeure or to dissolve the Agreement in whole or in part without judicial intervention, without DataNorth being obliged to pay any compensation. 
2. Force majeure is defined as any circumstance beyond DataNorth’s control – even if this was already foreseeable at the time of concluding the Agreement – that permanently or temporarily prevents or inconveniences the performance of the Agreement, as well as, in so far as not already included therein, disruptions or outages of the internet, the telecommunication infrastructure, a (D)DoS attack, power failures, war or risk of war, strikes, epidemics, lack of personnel and other similar events and/or serious disruptions in the DataNorth company or the company of one of its suppliers, transport problems and/or the cancellation or late performance by third parties of purchase or other contracts concluded by DataNorth. This applies regardless of whether the circumstances that cause the force majeure occur in the Netherlands or in another country. 

15. Liability 

1. DataNorth cannot be held liable for damages resulting from incorrect and/or incomplete cooperation from and/or information provided by or on behalf of the Client. 
2. The DataNorth Software may make suggestions for / be used for the processing of documents and other data. However, the responsibility for the correctness of everything that is processed by the Client with the DataNorth Software, including documents and data, remains vested in the Client and its users at all times. 
3. Without prejudice to the limitations of DataNorth’s liability agreed elsewhere in the Agreement and these T&C, DataNorth’s liability is limited to the re-performance of the Services, or to compensation of only the direct damage in connection with an attributable shortcoming in the performance of the Agreement, up to a maximum of the monthly licence value of three months prior to the moment of the damaging event, but with a maximum of €5,000 annually. The limitations of liability contained in this Article shall not apply in the event that the damage is the result of intentional misconduct or gross negligence on the part of DataNorth or its executive management.
4. DataNorth can never be held liable for indirect damages or loss, including consequential damages, lost profits, lost savings, immaterial damage, trading loss or purely financial loss, which includes, but is not limited to, loss or corruption of data, costs of data recovery or reconstruction, loss of production capacity, loss of goodwill or reputational damage, and any resulting regulatory fines or penalties imposed on the Client by third parties.
5. The Client indemnifies DataNorth against all claims by third parties, by whatever name, that are related to the Agreement or its performance by DataNorth for the Client. 
6. Any right of action of the Client, including due to damage or loss or re-performance of the Services, lapses if the shortcoming and/or damage is reported too late and in any case lapses one year after the Services that caused the damage or loss, unless Parties have agreed a different term. 
7. The limitation of liability under the T&C also extends to third parties engaged by DataNorth. 

16. Processing of personal data 

1. If a Client enters personal data into the Software, both the Client and DataNorth are subject to the General Data Protection Regulation (GDPR), where the Client is the controller and DataNorth the processor. The Client indemnifies DataNorth against any and all claims by third parties/data subjects under the GDPR,  including, but not limited to, administrative fines or penalties imposed by a supervisory authority, resulting from the Client’s non-compliance as Controller.
2. Pursuant to the GDPR, the controller and processor must conclude a processing agreement with regard to the processing of personal data carried out by the Client or DataNorth. The processing agreement between DataNorth and the Client is agreed in a separate document. 
3. DataNorth will ensure a level of security appropriate to the risks involved in the processing and the nature of the personal data to be protected, but only if and in so far as they are located in the DataNorth Services or infrastructure. 
4. DataNorth also guarantees that anyone who acts under the authority of DataNorth, in so far as they have access to personal data for which the Client is responsible, only processes them on the instructions of the Client. 
5. The Client guarantees that they will only enter personal data into the Services of DataNorth in a fully lawful manner and bears full responsibility for this. 
6. If, in the context of a legal obligation, for example under the GDPR, the Client is required to change, delete or hand over data stored in DataNorth’s Software, DataNorth will assist with this to the extent possible. The costs of any work can be invoiced separately based on the applicable hourly rate. 

17. Confidentiality

1. The Client will make every effort to prevent confidential information relating to Software and its operation being disclosed to or falling into the hands of third parties. For the avoidance of doubt, Confidential Information shall include, but not be limited to, AI model architectures, proprietary algorithms, training data composition and methodologies, and specific operational benchmarks. Subject to prior written permission from DataNorth, the Client will not disclose information and/or data provided to them by DataNorth to third parties and will only disclose it to their staff in so far as this is necessary for use of the Software in accordance with the Agreement. 
2. The confidentiality obligation included in the previous paragraph does not apply to information in respect of which the Client can demonstrate that:
   a. the information was already publicly known.
   b. the information was generally known.
   c. disclosure is based on a legal obligation or court order. 

 18. Transfer 

1. The Client  is prohibited from assigning, pledging or transferring under any title its claims, rights and/or obligations under the Agreement to a third party. 
2. DataNorth is entitled to assign, pledge or transfer under any title its claims, rights and/or obligations under the Agreement to a third party. 

 19. Penalty 

1. In the event of a breach of the provisions of Articles 7(6), 17 and/or 18, the Client forfeits to DataNorth, without notice of default or judicial intervention being required, a one-off, immediately due and payable penalty of €5,000, plus €500 for each day or part thereof that the Client is in violation. 
2. A penalty payable by the Client does not affect DataNorth’s right to compensation for damage, costs and interest suffered by DataNorth. 

Applicable law and jurisdiction

1. This Agreement is governed exclusively by Dutch law. Applicability of the CISG is explicitly excluded. 
2. Any dispute between the parties in relation to this Agreement that cannot be resolved in consultation will be submitted to the competent Dutch court in Groningen, unless the parties agree to settle the matter by arbitration or a binding opinion. 

Final provisions

1. Amendment: DataNorth reserves the right to amend or supplement these Terms and Conditions.
2. Partial nullity: In the event that any of the stipulations in the Agreement and/or these T&Cs are null and void, this will not affect the validity of the Agreement/Terms and Conditions as a whole. Parties will draw up one or more new stipulations to replace the null and void ones, which reflect the intention of the original Agreement/Terms and Conditions as far as possible by law.
3. Changes in management or legal form of DataNorth will have no effect on the Agreement.
4. Any general terms of Client’s part will not apply to this Agreement, not even if the parties refer to these terms in their stationary, quotations, invoices or otherwise, unless these have been explicitly accepted by DataNorth in writing.

Contact details 

If you have any questions, complaints or comments about these Terms and Conditions after reading them, please do not hesitate to contact us at [email protected].