These General Terms & Conditions govern every engagement between Nimbostratus B.V., operating under its registered trademark itsaura (itsaura, we, us), and its client (you). They apply to all quotations, service agreements and deliveries unless we have agreed otherwise in writing. Your own purchasing terms are expressly excluded.
1Definitions
- Services — the Projects, Advice and Knowhow services described in clauses 3 to 5, individually or together.
- Projects — the design, building and delivery of a defined system or automation.
- Advice — advisory work on the use, governance, procurement or risk of artificial intelligence.
- Knowhow — a private knowledge system operated on infrastructure agreed with you, supplied on a subscription basis.
- Service Agreement — the written order, quotation or statement of work recording the scope, fees and duration of a specific engagement.
- Deliverable — any software, configuration, model, document or report we produce for you under a Service Agreement.
- Hardware — physical equipment we supply, install or configure as part of an engagement.
- Client Data — all data, documents and content you provide, or that a Deliverable processes on your behalf.
- Confidential Information — information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential.
- Group — in relation to a party, that party and any entity that it Controls, that Controls it, or that is under common Control with it, in each case for so long as that relationship continues. Control means direct or indirect ownership of more than 50% of the voting rights, or the right to appoint a majority of the board or equivalent governing body, of the entity in question.
2The Services
2.1 We perform the Services with the reasonable skill and care to be expected of a competent provider in our field. Unless the Service Agreement says otherwise in express terms, our obligations are obligations of means, not of result.
2.2 Artificial intelligence systems produce output that is probabilistic. Output may be incomplete, out of date or wrong even when the system is working exactly as designed. You remain responsible for reviewing output before you act on it, and for keeping a human decision-maker in any process where the consequences of an error would be material.
2.3 We give no warranty that a Deliverable will be free of errors, uninterrupted, or fit for a particular purpose beyond the purpose recorded in the Service Agreement.
2.4 Dates we give are indicative unless the Service Agreement records them as binding. Where a date is binding, it is conditional on your performing your obligations under clause 6 on time.
3Projects
3.1 Scope. The scope of a project is what the Service Agreement says it is. Anything not described there is out of scope.
3.2 Changes. Either party may propose a change. A change takes effect only once we have agreed it in writing, together with its effect on the fee and the timetable. We are not obliged to begin work on a change before it has been agreed.
3.3 Acceptance. On delivery you have the acceptance period recorded in the Service Agreement, or ten working days if none is recorded, in which to test the Deliverable against the agreed acceptance criteria. If you reject it, you must do so in writing and state your reasons by reference to those criteria. We will then correct the defects and re-submit. A Deliverable is deemed accepted once the period expires without a reasoned rejection, or as soon as you put it into productive use.
3.4 Handover. Unless the Service Agreement specifies that the Deliverable is provided as a hosted or managed service, on acceptance and payment in full we hand over the source code, the configuration, the documentation needed to run and maintain the Deliverable, and the credentials for any account created for you. We do not build in technical or contractual obstacles to your moving the work elsewhere. Where the Service Agreement specifies a hosted or managed service, clause 3.4A applies instead.
3.4A Hosted or managed Deliverables. Where the Service Agreement specifies that a Deliverable is provided as a hosted or managed service, we retain the source code and operate the Deliverable on infrastructure agreed with you. No obligation to hand over source code arises under clause 3.4 unless the Service Agreement separately provides for it. On termination of the hosting arrangement we will act as recorded in the Service Agreement regarding export of your Client Data and transition of the service.
3.5 Rights in Deliverables. On payment in full you receive a perpetual, worldwide, irrevocable, non-exclusive licence to use the Deliverable — and, where its source code has been handed over under clause 3.4, to modify and have modified it — for your own business purposes, including the right to sub-license it within your Group. A sub-licence granted under this clause does not survive the sub-licensee ceasing to be part of your Group, and you must ensure any such sub-licensee stops using the Deliverable at that point. You may also permit contractors and other service providers to access and use the Deliverable, solely to perform services for you or a member of your Group, provided they are bound by confidentiality obligations no less protective than those in clause 8. We retain ownership of those parts of the Deliverable we authored, and of the tools, methods, libraries and know-how used to produce it. Nothing here prevents us from carrying out similar work for others.
That licence covers only what we wrote. A Deliverable will ordinarily incorporate open-source and other third-party components. Those are licensed to you by their own licensors on their own terms, not by us, and those terms are incorporated into the Service Agreement by reference. We identify each material component and its licence in the documentation handed over under clause 3.4.
Where such a licence grants you rights wider than this clause, that licence prevails to the extent of the difference. Where it imposes obligations on you — attribution, notice retention, or making source code available if you distribute the Deliverable or offer it to third parties — those obligations are yours to meet, and we will identify any component carrying them before it goes into the build so that you can decide whether to accept it. We give no warranty and accept no liability in respect of third-party or open-source components beyond selecting them with reasonable care.
4Advice
4.1 Advice is decision support. Every decision taken on the strength of it, and every step taken to implement it, remains yours.
4.2 We are not a law firm, an accountancy practice, a tax adviser or a licensed financial adviser, and nothing we provide is legal, tax, accounting, audit or investment advice. Where an engagement touches a regulated question — data protection, employment, procurement or sectoral supervision among them — we will recommend that you take advice from the appropriate professional.
4.3 We take no commission, referral fee or other consideration from any technology vendor. Should a commercial relationship with a vendor ever arise, we will disclose it before advising on that vendor's products.
4.4 Advice is given on the facts and the state of technology at the date it is given. We are under no continuing obligation to update it.
5Knowhow
5.1 Term. A Knowhow subscription starts on the date recorded in the Service Agreement and renews monthly until terminated under clause 11.
5.2 Hardware. Where we supply Hardware, title passes to you on payment in full and risk passes on delivery. Where the Service Agreement records that Hardware is provided on loan for the term, title does not pass and you return it in working order at the end.
5.3 Availability. We aim to keep the system available at all times and to respond promptly to faults, but we give no availability guarantee unless a service level is agreed separately in writing. Availability also depends on your own network, power and infrastructure, which are outside our control.
5.4 Updates. We may update the models, software components and configuration of the system to maintain security, accuracy or performance. Where an update would materially change how the system behaves, we will tell you before we apply it.
5.5 End of term. Within 30 days of the end of the subscription we will, at your choice, hand your Client Data back in a structured, commonly used, machine-readable format, or destroy it and confirm in writing that we have done so. After that period we are under no obligation to retain it.
6Your obligations
So that we can perform, you will:
- give us timely access to the people, systems, premises and information the engagement needs;
- meet the infrastructure prerequisites recorded in the Service Agreement, including power, network and physical security;
- name a single point of contact with authority to make decisions and give approvals;
- allow only authorised personnel to use a Deliverable, and keep credentials confidential;
- use the Services lawfully, and not for any purpose prohibited by applicable law, including Regulation (EU) 2024/1689 on artificial intelligence;
- ensure that you hold the rights and, where required, the lawful basis to supply the Client Data to us;
- tell us without undue delay if you become aware of a security incident, a misuse of a Deliverable, or output that has caused or may cause harm.
Where a delay is caused by your not meeting these obligations, agreed dates shift accordingly and we may charge for standby time at our then-current rates.
7Fees and payment
7.1 Fees are as recorded in the Service Agreement. All amounts are exclusive of VAT and of any other duty or levy.
7.2 Setup fees and Hardware are invoiced on execution of the Service Agreement. Subscriptions are invoiced monthly in advance. Project fees are invoiced against the milestones recorded in the Service Agreement. Every invoice is payable within 14 days of its date.
7.3 Travel, accommodation and third-party costs incurred for you are charged at cost, and agreed in advance where they are material.
7.4 If an invoice is not paid when due, statutory commercial interest under Article 6:119a of the Dutch Civil Code accrues without notice of default being required, together with the reasonable costs of collection. We may suspend the Services on 14 days' written notice while an undisputed invoice remains unpaid.
7.5 You may not set off any amount against our invoices or suspend payment, except to the extent that a claim has been acknowledged by us in writing or established by a court.
7.6 We may adjust subscription and hourly rates once in any twelve-month period on 60 days' written notice. If an increase exceeds the Dutch consumer price index over the same period, you may terminate the affected subscription with effect from the date the increase takes effect.
8Confidentiality
8.1 Each party keeps the other's Confidential Information confidential, uses it only for the engagement, and discloses it only to those of its personnel who need it and are bound by equivalent obligations.
8.2 We access Client Data only to the minimum extent needed to deliver, support or repair the Services, and we retain no copy beyond what active service delivery requires.
8.3 These obligations do not apply to information that is or becomes public without breach, was already lawfully held, or is independently developed. Where disclosure is compelled by law or by a competent authority, the disclosing party will, if lawfully able to, notify the other first.
8.4 This clause survives the end of the engagement for five years, and indefinitely in respect of trade secrets and personal data.
8.5 We will not name you as a client or describe your engagement publicly without your prior written consent.
9Intellectual property
9.1 We retain all rights in our tools, methods, frameworks, configurations, prompt designs and know-how, including anything of general application that we develop or refine during an engagement.
9.2 You retain all rights in Client Data. You grant us a limited, non-exclusive licence to process it for the sole purpose of delivering the Services, ending when the engagement ends.
9.3 We do not use Client Data to train models for ourselves or for any other client, and we do not disclose it to a third-party model provider except where the Service Agreement expressly records that a named external service forms part of the design.
9.4 Deliverables may incorporate third-party and open-source components, which remain subject to their own licences. You acknowledge that your use of the Deliverable is subject to those licences. Clause 3.5 sets out how they interact with the rights we grant you.
9.5 We may use anonymised, non-attributable metrics and general lessons learned to improve our own practice.
10Liability
10.1 Our total aggregate liability arising out of or in connection with an engagement is limited, per event and per series of connected events, to the fees you paid us under the relevant Service Agreement in the three months preceding the event. For a fixed-price project, the limit is instead the total fee payable under that Service Agreement. In no case does our aggregate liability in any twelve-month period exceed the amount paid out under our professional liability insurance for the claim in question, plus the deductible.
10.2 We are not liable for indirect or consequential loss, including lost profit, lost revenue, lost savings, business interruption, reputational harm, or the loss or corruption of data to the extent that a working backup was available.
10.3 We are not liable for decisions you take on the strength of output from an AI system where you have not applied the human review described in clause 2.2.
10.4 Nothing in these terms limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury, or other liability that cannot be limited under Dutch law.
10.5 A claim lapses unless it is notified to us in writing, with reasons, within twelve months of the date on which you became aware or should reasonably have become aware of the loss.
11Term and termination
11.1 An engagement starts on signature of the Service Agreement and runs for the term recorded there.
11.2 Either party may terminate a Knowhow subscription at the end of any monthly period by giving 30 days' written notice.
11.3 Either party may terminate with immediate effect if the other commits a material breach that is not remedied within 30 days of written notice, if payment remains outstanding 14 days after a written reminder, or on the other's insolvency or suspension of payments.
11.4 You may terminate a project for convenience on 30 days' written notice. In that case you pay for all work performed up to the effective date, for the milestone in progress in proportion to the work completed, and for any third-party commitment we entered into for the project and cannot cancel. We will hand over the work in its then-current state.
11.5 On termination for any reason, clauses 7, 8, 9, 10, 12 and 13 survive, and clause 5.5 applies to any Client Data we hold.
12Data protection
12.1 Both parties comply with the General Data Protection Regulation and the Dutch implementing legislation. Our Privacy Policy describes how we handle personal data.
12.2 Our role depends on the service. For Knowhow we act as processor and you remain the controller. For Projects our role follows the design and is recorded in the Service Agreement. For Advice we are ordinarily a controller in respect of contact data only. Where we process personal data on your behalf, the processing agreement required by Article 28 GDPR is concluded before processing begins and forms part of the Service Agreement.
12.3 We engage a sub-processor only where it is necessary and under equivalent written obligations, and we notify you before adding one so that you have the opportunity to object.
12.4 We notify you without undue delay, and in any event within 24 hours of becoming aware, of any personal data breach affecting your data, and we assist you with your own notification and data subject obligations.
12.5 We do not transfer personal data outside the European Economic Area unless the Service Agreement records it and an appropriate transfer mechanism is in place.
13Governing law and jurisdiction
13.1 These terms and every engagement under them are governed by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods does not apply.
13.2 The parties will first attempt to resolve any dispute in good faith between the people responsible for the engagement.
13.3 Failing that, disputes are submitted exclusively to the competent court in Amsterdam, the Netherlands, which also provides either party right and opportunity to seek interim relief.
13.4 If any provision is found invalid or unenforceable, the remainder stays in force and the invalid provision is replaced by a valid one that comes closest to its purpose.
13.5 We may amend these terms. Amendments take effect for new Service Agreements immediately, and for existing ones 30 days after written notice, unless you terminate the affected engagement within that period.
14Contact
Nimbostratus B.V., operating under its registered trademark itsaura. Registered in the Netherlands, KvK 59740086. The quickest route to us is the contact form at itsaura.ai.
