Terms

Our terms and conditions.

These are the terms that apply to our quotations, assignments and trainings. Questions? Just email us at [email protected].

1. Applicability and definitions

These general terms and conditions (algemene voorwaarden) ("Terms") apply to all offers, quotations, assignments and agreements under which CribConnects B.V., hereinafter "CribConnects", supplies services or products of any kind to a Client. Deviations from or additions to these Terms are binding only if they have been expressly confirmed in writing by CribConnects. Any general (purchasing) terms and conditions of the Client are expressly rejected, unless otherwise agreed in writing.

If CribConnects does not always require strict compliance with these Terms, this does not mean that their provisions do not apply or that CribConnects waives to any extent the right to require strict compliance with the Terms in other cases. If one or more provisions of these Terms are null and void or are annulled, this does not affect the validity of the remaining provisions. In that case the Parties will enter into consultation to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and intent of the original provision.

Where applicable, the operation of Article 7:404 of the Dutch Civil Code (Burgerlijk Wetboek) (performance by an intended specific person), Article 7:407(2) of the Dutch Civil Code (joint and several liability where an assignment is given to several persons) and Article 7:409 of the Dutch Civil Code (death of a specific person) is expressly excluded.

Definitions: in these Terms the following terms have the following meaning:

  • CribConnects: CribConnects B.V., the contractor that supplies services to the Client.
  • Client: any natural person or legal entity acting in the course of a profession or business that enters into an agreement with CribConnects or requests a quotation from CribConnects.
  • Services: all services offered by CribConnects, including (but not limited to) consultancy in the field of artificial intelligence (AI), trainings, software development, data analysis and data projects, as well as all other work performed by CribConnects for the benefit of the Client.
  • Agreement: any arrangement between CribConnects and the Client concerning the supply of Services or products by CribConnects.
  • AI tooling: systems and applications that make full or partial use of artificial intelligence, including generative AI models, which CribConnects uses to support the performance of the Agreement.
  • In Writing: communication by letter or electronic communication (for example email), provided the identity of the sender and the integrity of the content are sufficiently established.
  • Parties: CribConnects and the Client jointly.

2. Offer, quotation and acceptance

All offers and quotations made by CribConnects are without obligation, unless expressly stated otherwise in the offer. Unless indicated otherwise in it, a quotation is valid for a period of 30 days. CribConnects cannot be held to a quotation or offer if the Client can reasonably understand that the offer, or any part of it, contains an obvious mistake or clerical error.

An Agreement is concluded at the moment the Client accepts CribConnects' quotation or offer In Writing (which includes by email) and this acceptance has been confirmed In Writing by CribConnects, or at the moment CribConnects, with the Client's consent, begins performing the assignment. Acceptance by the Client that deviates from CribConnects' offer counts as a new offer and as a rejection of the original offer, even if the deviation concerns only minor points.

If the Client gives CribConnects an assignment without a prior quotation, CribConnects is bound only after it has confirmed the assignment In Writing. Verbal promises or arrangements made with employees of CribConnects bind CribConnects only if they have been confirmed In Writing by an authorised representative of CribConnects.

Delivery periods, schedules or delivery dates stated in quotations are indicative and do not bind CribConnects, unless a strict deadline (fatale termijn) has been expressly agreed. Exceeding a deadline does not automatically entitle the Client to compensation or dissolution (ontbinding) of the Agreement, unless there is intent or deliberate recklessness on the part of CribConnects.

The Client guarantees the accuracy and completeness of the information provided to CribConnects by or on behalf of the Client on which CribConnects bases its offer. If it turns out that the information provided by the Client was incorrect or incomplete, CribConnects has the right to adjust the prices, rates and/or schedule. CribConnects is not liable for damage of any kind resulting from incorrect or incomplete information provided by the Client.

Cancellation or amendment of an assignment by the Client after the Agreement has been concluded is possible only with CribConnects' prior consent In Writing. If the Client cancels an assignment that has already been confirmed, CribConnects is entitled to reimbursement of the costs already incurred and reasonable compensation for the work already performed and any loss of profit, without prejudice to CribConnects' right to claim additional compensation if there are grounds to do so.

For open trainings or courses, CribConnects reserves the right to cancel or reschedule the training if there are insufficient registrations. In the event of cancellation by CribConnects, the Client will receive a refund of the training fees already paid. If the Client itself cancels participation in a training, this must be done In Writing. In the event of cancellation by the Client within 14 days before the start of the training, the full training or participation fee remains due, unless otherwise agreed In Writing.

3. Performance of the assignment

CribConnects will perform the Agreement to the best of its insight and ability and in accordance with the requirements of good professional practice. CribConnects has a best-efforts obligation (inspanningsverplichting) and cannot guarantee the achievement of any intended result, unless this result has been expressly agreed In Writing. If a period has been agreed for the performance of certain work or deliveries, this is never a strict deadline (see also article 2), unless expressly agreed otherwise.

The Client ensures that all data, facilities and information that CribConnects needs for the performance of the assignment are provided to CribConnects in a timely and complete manner and in the desired form. Any periods for performance given by CribConnects start to run only after all information to be provided by the Client has been delivered to CribConnects. Delay or additional costs arising because the Client falls short in its duty to cooperate are for the Client's account.

CribConnects is entitled to have the assignment, or parts of it, performed at its own discretion by its employees, subcontractors or third parties. Where necessary, CribConnects engages third parties with due care. CribConnects remains responsible towards the Client for the correct performance of the Agreement, even if work is performed by third parties, unless provided otherwise in the Agreement.

If during the performance of the assignment it turns out that changes to the approach, working method or scope of the assignment are necessary or desirable, the Parties will amend the Agreement accordingly in joint consultation. Additional or reduced work will, where necessary, be recorded In Writing and may lead to an adjustment of the agreed price and/or period. CribConnects will inform the Client in good time of any consequences, such as higher costs or schedule overruns.

CribConnects may perform the work in different phases and invoice the partial deliveries separately. If the Agreement is performed in phases, CribConnects may suspend the performance of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase In Writing and/or has met all payment obligations attached to the previous phase.

4. Prices, payment and collection

Unless stated otherwise, all prices and rates used by CribConnects are exclusive of turnover tax (VAT) and other government levies. Travel and accommodation costs, transport costs, as well as other costs and expenses incurred by CribConnects in the context of the performance of the assignment, are charged separately, unless otherwise agreed In Writing.

In the case of a continuing performance agreement (duurovereenkomst) or an agreement with a term longer than 1 year, CribConnects is entitled to adjust its rates periodically (for example annually) on the basis of changes in the general price level (for example inflation) or other cost factors. CribConnects will notify the Client of an intended price adjustment at least 1 month in advance. If the Client does not agree to the adjustment and it exceeds the CBS index for business services, the Client is entitled to dissolve the Agreement In Writing within 14 days after the notification, with effect from the date the change takes effect.

Payment by the Client must be made within 30 days of the invoice date, in the manner indicated by CribConnects and in the currency stated in the invoice, unless otherwise agreed In Writing. The Client is not entitled to suspend or set off a payment. Objections to an invoice, or to its amount, must be reported to CribConnects In Writing within 7 days of the invoice date and do not suspend the payment obligation.

If the Client does not pay the invoice on time or in full, the Client is in default by operation of law without any further notice of default being required. From the due date, the Client owes the statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code) on the outstanding amount. All reasonable costs of obtaining payment out of court are for the Client's account; these costs are determined in accordance with the Dutch Collection Costs Act (Wet incassokosten) and the associated Decree. The Client is also required to reimburse the judicial costs incurred by CribConnects (including lawyers' fees) if the Client is found to be predominantly in the wrong.

In the absence of timely payment, CribConnects is entitled to suspend its obligations, including stopping the work and/or withholding access to delivered results or documentation, until full payment has been received. CribConnects also has the right, if payment is not made after a formal demand, to unilaterally dissolve the Agreement. In that case all outstanding claims of CribConnects against the Client become immediately due and payable.

If CribConnects has doubts about the Client's creditworthiness, or if a material deterioration of the Client's financial standing occurs, CribConnects is entitled to require advance payment or the provision of security before performing further. If the Client refuses to provide the required security, CribConnects has the right to suspend the performance of the Agreement or, if the circumstances justify this, to dissolve the Agreement with immediate effect.

5. Liability

CribConnects is liable towards the Client exclusively for direct damage that is the direct result of an attributable failure by CribConnects in the performance of its obligations under the Agreement, or of an unlawful act on its part. Direct damage means exclusively: (a) reasonable costs the Client would have to incur to make CribConnects' performance conform to the Agreement; (b) reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in this article; and (c) reasonable costs incurred to establish the cause of the damage, the liability and the direct damage.

CribConnects' liability is in all cases limited to the amount paid out in the case in question under the professional or business liability insurance taken out by CribConnects, plus the amount of the applicable deductible (eigen risico) under that insurance. If for whatever reason no payment is made under said insurance, CribConnects' total liability is limited to a maximum of the invoice amount (excluding VAT) that the Client paid to CribConnects under the relevant Agreement in the 12 months preceding the event causing the damage (or, if the Agreement has lasted for a shorter period, the amount paid by the Client to CribConnects over the entire term of the Agreement) for the part of the services from which the liability arose.

CribConnects is never liable for indirect damage or consequential damage. Indirect damage also includes: loss of profit, missed savings, financial loss, reduced goodwill, damage due to business interruption, damage resulting from claims by third parties against the Client, as well as loss or corruption of data. This limitation of liability does not apply in the event of intent or deliberate recklessness on the part of CribConnects or its managerial subordinates.

A condition for the existence of any right to compensation is always that the Client reports the damage to CribConnects In Writing as soon as possible but no later than two (2) weeks after discovery. Every claim for compensation against CribConnects lapses through the mere expiry of twelve months after the claim arose, unless the Client has instituted legal proceedings for compensation before then.

The Client indemnifies CribConnects against all claims by third parties (including employees of the Client) arising from or related to the Services performed or products delivered by CribConnects for the Client, unless these claims are the result of intent or gross negligence on the part of CribConnects. The Client further indemnifies CribConnects against claims by third parties on account of information or materials provided by the Client that infringe intellectual property rights or other rights of those third parties, or are otherwise unlawful.

6. Intellectual property

All intellectual property rights (including copyrights, trademark rights, patents, database rights, trade secrets and so on) in all results, documentation, reports, quotations, software, source code, models, algorithms, training materials and other materials that CribConnects develops or supplies in the context of the Agreement rest exclusively with CribConnects or its licensors, unless expressly agreed otherwise In Writing. Subject to the condition precedent of full payment of all fees arising from the Agreement, the Client obtains a non-exclusive, non-transferable and non-sublicensable right of use to use the results supplied by CribConnects for the agreed purposes within its own organization.

The Client is not permitted to remove or alter any indications concerning the confidential nature, or concerning the copyright, trademarks, trade names or any other intellectual property rights, from the results or materials. Nor will the Client, without CribConnects' prior consent In Writing, reproduce, publish or make available to third parties the works or materials supplied in the context of the Agreement beyond the permitted purposes of use.

If the Parties agree that intellectual property rights in materials or software developed specifically on the Client's instructions will be transferred to the Client, this does not affect CribConnects' rights in pre-existing materials, tools, code or knowledge. An agreed transfer of rights takes effect only after the Client has paid all outstanding amounts relating to the assignment concerned. CribConnects may attach a separate deed In Writing and/or further financial conditions to such a transfer.

CribConnects retains the right to use the knowledge, generic concepts, techniques and experience gathered in the performance of the work for other purposes, insofar as no confidential information or data traceable to the Client is disclosed to third parties in doing so.

All materials, data or information provided by the Client to CribConnects remain the property of the Client. The Client grants CribConnects a free of charge, non-exclusive licence to use such materials and information insofar as necessary for the performance of the Agreement. The Client indemnifies CribConnects against any claims by third parties with regard to materials or information supplied by the Client, as referred to in article 5 of these Terms.

7. Confidentiality and data protection

The Parties will keep confidential all confidential information they learn from each other or from another source in the context of the Agreement. Information is considered confidential if it has been designated as such by one of the Parties, or if it follows from the nature of the information that it is confidential. The Parties will use confidential information exclusively for the purpose for which it was provided and will not disclose it, except with the other Party's consent In Writing or if disclosure is required under laws or regulations or a binding decision of a competent authority.

If CribConnects is required under a statutory provision or court decision to provide confidential information of the Client to third parties (such as a government body or supervisory authority), CribConnects will, insofar as legally permitted, inform the Client of this. In the case of such compulsory disclosure, CribConnects will take the necessary measures to safeguard the confidentiality of the information as much as possible. Disclosure in the context of a statutory obligation or court order is not considered a failure to comply with this confidentiality obligation.

CribConnects will ensure that persons and third parties it engages in the performance of the Agreement are bound In Writing to confidentiality with regard to confidential information originating from the Client. The obligations under this article continue after termination of the Agreement, for as long as the information concerned is confidential in nature.

With regard to personal data processed in the context of the Agreement, the Parties will comply with the applicable laws and regulations in the field of data protection, including the General Data Protection Regulation (GDPR). The Client guarantees that, if and insofar as necessary, it has obtained consent from data subjects for the provision of their personal data to CribConnects and that another valid legal basis for the processing of those personal data is in place.

If, in the performance of the Agreement, CribConnects qualifies as a processor within the meaning of the GDPR for the processing of personal data on behalf of the Client (as controller), the Parties will separately enter into a data processing agreement (verwerkersovereenkomst) that meets the requirements of the GDPR. That agreement will also record the sub-processors engaged by CribConnects, including the providers of the AI tooling used by CribConnects as referred to in article 8.

CribConnects will take appropriate technical and organizational measures to secure the personal data it processes against loss or unlawful processing, taking into account the state of the art and the nature of the processing. If a security incident or data breach involving personal data of the Client is discovered, CribConnects will inform the Client of this without undue delay.

The Client indemnifies CribConnects against claims by third parties (including supervisory authorities and data subjects) in connection with a breach of the GDPR or other privacy legislation, if and insofar as that breach is attributable to the Client. This indemnification applies, for example, where the Client provides personal data to CribConnects without having a valid legal basis for doing so or without having obtained the necessary consents.

8. Use of AI tooling

CribConnects uses AI tooling in the performance of the Agreement to support its work. By accepting the Agreement, the Client consents to this. AI tooling is used exclusively as an aid and never as a replacement for CribConnects' professional judgement.

CribConnects uses only AI tooling that it has approved in advance and that is used through CribConnects' business accounts. Data traceable to the Client or to individuals is processed exclusively in AI environments that comply with the GDPR. If the Client requires the use of its own AI environment, CribConnects processes the Client's data exclusively within that environment; other tooling within the Client's environment is used only with the Client's prior consent.

CribConnects anonymises or pseudonymises the Client's data before it is processed in AI tooling, insofar as this is possible given the nature of the assignment. The Client's data is not used for training, fine-tuning or otherwise improving AI models. To that end, CribConnects uses only AI tooling for which such use is contractually excluded.

AI output never counts as a final result. Results created with the help of AI tooling are substantively reviewed by at least two CribConnects employees before delivery to the Client, with figures, source references and firm claims in particular being verified. CribConnects remains fully responsible for the work delivered.

CribConnects processes personal data in the use of AI tooling in accordance with the GDPR and with article 7 of these Terms. CribConnects also acts in accordance with Regulation (EU) 2024/1689 (AI Act), including the obligation to ensure sufficient AI literacy among its employees and among third parties it engages. CribConnects does not use AI for automated decision-making about individuals without human intervention, nor to imitate existing persons or to attribute statements to them.

9. Term, termination and suspension

The Agreement is entered into for the term agreed between the Parties. If no term has been agreed, the Agreement is deemed to have been entered into for the term needed for the full performance of the assignment. An Agreement that by its nature and content does not end upon completion and has been entered into for an indefinite period may be terminated by either Party In Writing, after consultation and stating reasons, observing a notice period of two months, unless a different notice period has been agreed In Writing.

The Parties may dissolve the Agreement in whole or in part with immediate effect (or, at CribConnects' option, suspend it) if the other Party materially fails in the performance of its obligations under the Agreement and, insofar as performance is not permanently impossible, does not still fully meet its obligations within a reasonable period after a proper notice of default In Writing. In addition, each Party is entitled to dissolve the Agreement with immediate effect if the other Party is declared bankrupt, applies for or obtains (provisional) suspension of payments (surseance van betaling), ceases or liquidates its business, or otherwise becomes insolvent.

If the Agreement is terminated prematurely, services already invoiced and the related payment obligations remain due in full. In the event of termination by the Client or attributable to the Client, the Client is required to pay for all work performed up to the termination date, as well as any expenses incurred and time already reserved.

Obligations that by their nature are intended to continue after the end of the Agreement remain in full force after termination. These obligations include, among others: payment obligations, confidentiality obligations, intellectual property rights, limitations of liability, indemnifications and dispute clauses.

10. Force majeure

Neither Party is required to perform any obligation, including any guaranteed or agreed deadlines, if it is prevented from doing so as a result of force majeure (a non-attributable failure). Force majeure on the part of CribConnects means in any case: circumstances beyond CribConnects' will and control, over which CribConnects cannot exert any influence, as a result of which performance of the obligations becomes temporarily or permanently impossible. Such circumstances include, among others:

  • disruptions in the supply of energy, internet or telecommunications;
  • network failures, cyberattacks or other problems in the ICT infrastructure;
  • war, rebellion, terrorism, riots or other disturbances of public order;
  • natural disasters, fire, explosion, flooding or other disasters;
  • pandemics, epidemics or government measures (for example quarantines, lockdowns) that impede performance;
  • strikes, occupation of business premises, work stoppages or other collective labour disputes at CribConnects or its suppliers;
  • the loss of key employees where replacement is not possible in time;
  • prolonged or structural unavailability of AI tooling used by CribConnects or of the underlying cloud infrastructure;
  • failures of suppliers or third parties engaged by CribConnects, without this being attributable to CribConnects.

In the event of force majeure, the relevant obligations of the Parties are suspended for as long as the force majeure situation continues. If the force majeure situation continues uninterrupted for more than 60 days, both Parties have the right to dissolve the Agreement In Writing and with immediate effect for the part affected by the force majeure, without this creating any obligation to pay compensation.

11. Complaints procedure

The Client is required to inspect the Services and/or products delivered by CribConnects without delay after delivery. Any complaints about the work performed, the Services delivered or invoices must be made known to CribConnects In Writing and with reasons within a reasonable time, but no later than within 14 days after the failure, defect or problem could reasonably have been discovered (or within 14 days of the invoice date in the case of invoice complaints). The absence of a timely complaint results in the lapse of all claims regarding the failure or invoice concerned.

CribConnects will respond substantively as soon as possible after receiving the complaint. Submitting a complaint does not affect the Client's other obligations, such as payment obligations. The Parties will try in good consultation to resolve any complaints or disputes to satisfaction.

If a complaint has been found well-founded by CribConnects, CribConnects will, at its own option, remedy the failure, still perform the Service concerned in the correct manner, or grant (partial) credit for what is owed for the part of the performance to which the complaint related.

12. Governing law and disputes

The quotations, Agreements and these Terms are governed exclusively by Dutch law. The applicability of international regulations to transactions or agreements, such as the Vienna Sales Convention (CISG), is expressly excluded.

Disputes arising from or related to the Agreement or these Terms will be submitted exclusively to the competent court in the district where CribConnects has its registered office (the Netherlands), unless mandatory rules of law designate another competent court. Before recourse is had to the courts, the Parties will make efforts to settle the dispute amicably between themselves.

13. Right of retention

CribConnects is entitled, in the context of the Agreement, to retain items or data of the Client that are in CribConnects' possession (right of retention (retentierecht)) until the Client has paid in full all due and payable claims relating to the work concerned. The right of retention also includes CribConnects' right not to hand over (digital) results of the work, documentation or (software) code it has developed for the Client, or to block access to them, for as long as the Client has not met its payment obligations or other obligations directly related to them.

CribConnects will not make use of the right of retention if the Client has provided sufficient security (for example a bank guarantee) for the fulfilment of its obligations. The exercise of the right of retention by CribConnects does not affect CribConnects' right of suspension or other statutory rights.

14. Final provisions

If any provision of these Terms or the Agreement proves to be null and void or non-binding, the remaining provisions remain in full force. The Parties will consult on the null and void or invalid provision in order to arrange a replacement arrangement that approximates the Parties' intention with the original provision.

CribConnects is entitled to amend or supplement these Terms from time to time. The most recent version of the Terms will be made available on CribConnects' website and takes effect from the moment of publication, or from a later date if indicated in the publication. Amendments apply only to new quotations and Agreements (and to current Agreements after the effective date of the amendment, provided the Client has been informed of the amendment). If the Client does not agree to the amendment of the Terms and the Agreement is a continuing performance agreement, the Client has the right to terminate the Agreement within 30 days after notification of the amendment, with effect from the date on which the amended Terms take effect.

Without CribConnects' consent In Writing, the Client is not entitled to transfer the rights and obligations under the Agreement to a third party. CribConnects may transfer its rights and obligations under the Agreement in whole or in part to a legal successor or in the context of a transfer of its business, with notification to the Client.

These Terms form a single whole with the quotation and/or assignment description. In the event of conflict between the provisions of the quotation or order confirmation and these Terms, the provisions of the quotation or order confirmation prevail. The titles and article headings in these Terms are intended solely for convenience and have no effect on the interpretation of the provisions.

No provision in these Terms is for the benefit of a third party (as referred to in Article 6:253 of the Dutch Civil Code) other than any legal successors of the Parties under universal title. Any failure by CribConnects to enforce any right or provision does not imply a waiver of that right.

General Terms and Conditions CribConnects B.V. · Version: 29 July 2026.