Terms & Conditions

Authoritative version. The legally binding text of our general conditions is the Dutch version published at/nl/voorwaarden/. The summary below is an English translation for convenience; if anything diverges, the Dutch version prevails.

What our conditions cover

Our general conditions (Algemene Voorwaarden, v1.0, 2026-09-30) apply to all engagements with en:twine B.V. They cover, in 17 articles:

• Definitions (art. 1) — including what we mean by "AI Agent", "SOW / Engagement Confirmation", "Hosted Services", "External Services", "Usage Limit", "Usage Charges", "Results", "Generic Components", and "Client-Specific Results".
• Applicability and conflict (art. 2) — these conditions apply by default; any conflict between the conditions and a signed SOW is resolved in favour of the SOW.
• Offers, agreements, and changes (art. 3) — offers are non-binding until accepted; changes require written agreement; verbal commitments are not binding unless confirmed in writing.
• Client obligations (art. 4) — timely data, system access, a designated point of contact, compliance with agreed usage limits, and safe and lawful use of Hosted and External Services.
• Intellectual property (art. 5) — the client keeps IP in its supplied data and content. A signed SOW identifies any Client-Specific Results whose IP transfers to the client upon full payment. en:twine retains IP in Generic Components and reusable improvements, while granting the client the durable licence needed to use and maintain embedded components. A signed SOW may permit the client to offer the Services to its own customers, provided the client imposes written downstream obligations concerning permitted use, security, confidentiality, and intellectual property. The client remains liable for those customers and remains the sole debtor of all fees. Third-party and open-source components remain subject to their own terms; source-code delivery must be expressly agreed.
• Confidentiality (art. 6) — three-year survival after termination; standard carve-outs for public information, prior knowledge, third-party disclosure, independent development, and legal compulsion.
• Data processing and GDPR (art. 7) — we act as processor when handling personal data on the client's behalf; a separate art. 28 GDPR DPA governs sub-processors, transfer mechanisms, and security measures.
• EU AI Act (art. 8) — we run an AI Act risk estimate at engagement start and document it in the SOW; both parties cooperate on high-risk AI system obligations as applicable.
• AI Agent limitations and disclaimers (art. 9) — AI Agents are probabilistic and non-deterministic; we do not guarantee error-free output. We use reasonable efforts to limit the impact of third-party outages and use a fallback where technically and commercially reasonable, without guaranteeing uninterrupted availability. Human oversight remains the client's responsibility.
• Warranty and support (art. 10) — 90-day functional warranty from delivery against the SOW specifications; the warranty does not cover misuse, unauthorised modifications, or third-party-service changes.
• Maintenance, managed care, and hosting (art. 11) — no post-warranty maintenance obligation applies unless managed care is contracted in the SOW. A GDPR data-processing agreement must be in place before Hosted Services processing personal data go live. Unless the SOW expressly provides otherwise, no service level is guaranteed; where a service level is agreed, the specified service credits are the client's sole remedy for failing to meet it. Hosting scope, backups, maintenance, supplier changes, and permitted suspension are governed by the SOW and these conditions. A separately agreed continuity arrangement may provide access to agreed source code, data, and documentation for the client or a designated service provider, subject to article 5.
• Pricing and payment (art. 12) — prices are in EUR, excluding VAT; payment is due within 30 days; statutory commercial interest (art. 6:119a BW) applies to late payment; and annual CPI-based adjustment is permitted. The signed SOW determines whether the service uses a fixed fee with included usage, variable Usage Charges, or a combination. Usage above an agreed Usage Limit may be charged where overage is agreed; the general right to restrict or suspend use remains applicable. Where input costs for a Hosted Service or Usage Charges change by more than 5% of the periodic fee, en:twine may adjust that fee on 30 days' written notice, and the client may terminate the affected service before the change takes effect. A directly linked supplier-price change may only be passed through proportionally and is subject to the same notice and termination right.
• Liability (art. 13) — total liability capped at the amount paid in the 12 months preceding the event; no liability for indirect/consequential damages, loss of profit, or business interruption. Standard carve-outs for intent or willful recklessness by company leadership. Two-year limitation period.
• Indemnification (art. 14) — mutual indemnification for third-party claims, with notice and reasonable defense cooperation requirements.
• Term and termination (art. 15) — 30-day notice applies to indefinite agreements; termination is permitted for material breach after a 14-day cure period, insolvency, or liquidation. Articles 5, 6, 7, 13, 14, and 17 survive termination. Hosted client data remains available for export for 30 days after termination unless otherwise agreed, after which it may be deleted. Transition assistance is charged at the then-current rates, and expressly listed non-cancellable third-party commitments remain payable.
• Force majeure (art. 16) — covers third-party AI/LLM/cloud/API outages, cyberattacks, government measures, pandemics. Right to terminate if force majeure lasts more than 60 days.
• Final provisions (art. 17) — Dutch law applies; CISG excluded. Disputes go through 30-day good-faith negotiation, optionally mediation, then the Midden-Nederland court.

For the full Dutch text, including all sub-clauses and the exact wording, see/nl/voorwaarden/.