Terms & Conditions

1. Definitions

1.1 In these Terms & Conditions the following definitions apply:

Terms & Conditions

The present terms and conditions, applicable to all Agreements between Biotiq and the Client.

Biotiq

The general partnership Biotiq V.O.F., established at Eerste van der Helststraat 58-1, 1072 NX Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 42046489, together with its affiliated entities.

Services

All work, products and solutions delivered by Biotiq in the field of artificial intelligence implementation and automation, strategic advice, software development and integration, as well as training and workshops at the intersection of AI and sustainability.

Intellectual Property Rights

All intellectual property rights, including but not limited to copyright, trademarks, designs, patents, domain names, semiconductor rights, designs, trade secrets and know-how.

Assignment

All work in the broadest sense of the word carried out under the Agreement.

Client

The party, being exclusively a legal entity or a natural person acting in the exercise of a profession or business, that issues an Assignment to Biotiq, accepts an offer from Biotiq, or concludes an Agreement with Biotiq.

Agreement

All offers, Assignments and Agreements between Biotiq and the Client, in whatever form (hourly rate, fixed fee, retainer or otherwise).

2. Applicability

2.1These Terms & Conditions apply to all Agreements concluded between the Client and Biotiq, as well as to the phase preceding the conclusion of an Agreement, with the express exclusion of the Client’s own terms.

2.2Deviating terms or provisions apply only if and insofar as they have been expressly agreed in writing between Biotiq and the Client for each individual Agreement.

2.3These Terms & Conditions apply in full to amendments of the Agreement. A Client with whom an Agreement subject to these Terms & Conditions has once been concluded agrees to the application of these Terms & Conditions to all additional assignments and subsequent Agreements.

2.4Biotiq reserves the right to amend and/or supplement these Terms & Conditions unilaterally. The Client will be notified in writing.

2.5If one or more provisions of these Terms & Conditions conflict with the provisions of the Agreement, the relevant provisions of the Agreement prevail.

2.6The Dutch text is decisive for the explanation and interpretation of these Terms & Conditions and of the Agreement.

3. Offers, quotations and the Agreement

3.1All offers and quotations from Biotiq, in whatever form, are without obligation.

3.2Quotations and offers from Biotiq are valid for seven (7) days from the date on which the quotation or offer was issued, unless stated otherwise in writing.

3.3Inaccuracies in the offer or quotation must be reported to Biotiq in writing within two (2) days.

3.4The Agreement is concluded by express written acceptance of the offer or quotation by the Client, or by Biotiq commencing performance of the Assignment. The Client must return the signed quotation or offer to Biotiq. Biotiq has the right to revoke the Agreement within three (3) working days of receiving acceptance.

3.5Verbal commitments or arrangements bind Biotiq only if a partner of Biotiq authorised to represent it has confirmed them in writing.

3.6An Agreement is concluded with the Client and Biotiq as such, and therefore not with the individual partners or employees working for Biotiq. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded in full.

4. Information and cooperation

4.1The Client warrants the accuracy, completeness and reliability of the information, data and access rights provided to Biotiq by or on its behalf (including login credentials for software, systems and data environments). Biotiq is not obliged to verify this information for accuracy or completeness.

4.2Biotiq is not obliged to perform the Agreement before the Client has provided all requested information, including but not limited to: access to the required software tools, API keys, system login credentials and relevant business information.

4.3If Biotiq suffers damage as a result of the Client providing inaccurate, incomplete or unreliable information, the Client is obliged to compensate Biotiq for that damage.

4.4Biotiq is not liable for the consequences of advice or delivered solutions based on inaccurate, incomplete or unreliable information provided by the Client.

4.5The Client indemnifies Biotiq against third-party claims for damage caused by inaccurate, incomplete or unreliable information that the Client provided to Biotiq.

5. Term and termination

5.1The Agreement is entered into for the duration of the Assignment and the work arising from it. The Client is not entitled to terminate a fixed-term Agreement prematurely, unless agreed otherwise in writing.

5.2If and insofar as the Agreement is entered into for an indefinite period (including an ongoing retainer arrangement), it may be terminated in writing subject to a notice period of one (1) month.

5.3On termination, Biotiq will return all original documents and data in its possession to the Client at the Client’s first request.

5.4On termination of the Agreement, Biotiq is entitled to retain the documents, data and access rights provided to it until the Client has met its payment obligations in full.

6. Engaging third parties

6.1Biotiq is free to engage third parties for the performance of the Agreement, including the use of external software platforms, API services and third-party AI models.

6.2The choice of third parties engaged by Biotiq is made with the care that may reasonably be expected of Biotiq. Biotiq bears no responsibility for the manner in which engaged third parties perform their work and is not liable for their shortcomings, except in the case of intent or gross negligence on the part of Biotiq.

7. Prices and payment

7.1All prices quoted by Biotiq are in euros and exclusive of VAT, unless expressly stated otherwise.

7.2Biotiq applies the following payment models: (a) hourly rate: the fee is determined by the number of hours worked multiplied by the agreed hourly rate; (b) fixed fee: a fee agreed in advance for a defined Assignment; (c) monthly retainer: a periodic fee for ongoing availability and/or work. The applicable model is recorded per Agreement. In the absence of an express statement, work is deemed to be carried out on an hourly rate basis.

7.3Biotiq has the right to change its rates periodically (as at 1 January and 1 July of each year). The Client will be informed in writing as soon as possible. A rate change never constitutes grounds for the Client to dissolve the Agreement.

7.4Prices are subject to typographical errors. Biotiq is not liable for the consequences of typographical errors.

7.5No rights may be derived by the Client from a preliminary calculation or budget issued by Biotiq.

7.6If Biotiq has undertaken additional work without an express price having been agreed for it, Biotiq is entitled to charge the actual costs and/or its usual rates.

7.7Invoicing takes place in principle monthly in arrears, accompanied by a proper specification. For fixed fee projects a different invoicing structure may be agreed in consultation. Biotiq is entitled to require payment of an advance before commencing the Assignment.

7.8Unless agreed otherwise in writing, invoices must be paid, without any discount, suspension or set-off, within fourteen (14) days of the invoice date. In the absence of timely payment the Client is in default by operation of law, without further notice of default being required.

7.9In the event of default, the Client owes the statutory commercial interest referred to in Article 6:119a of the Dutch Civil Code, as well as extrajudicial collection costs equal to 15% of the amount due with a minimum of € 250, in accordance with the Dutch Extrajudicial Collection Costs (Standardisation) Act (WIK), without prejudice to Biotiq’s right to compensation for the higher costs actually incurred.

7.10Biotiq is entitled to suspend performance of the Agreement if invoices older than fourteen (14) days remain unpaid, advance invoices have not been settled, the credit risk is assessed as too high, or the continuity of the Client’s business operations is insufficiently certain.

7.11If work is carried out via an account or subscription belonging to the Client (for example software tools, AI platforms or cloud infrastructure), the Client is fully responsible for all associated costs, including acquisition, use and maintenance.

8. Delivery and complaints

8.1Stated delivery times are approximate and never constitute a strict deadline.

8.2In the event of a delay in delivery, the delivery time is extended by the duration of the delay. Biotiq will inform the Client of any delay in good time. Exceeding delivery times does not entitle the Client to dissolution, suspension or compensation.

8.3The Client must inspect the delivered Assignment immediately after delivery, and at the latest within two (2) weeks of delivery. In the absence of timely inspection, any right to performance, repair, dissolution and/or compensation lapses.

8.4Any shortcomings must be reported to Biotiq in writing as soon as possible after discovery, and at the latest within thirty (30) days of delivery. If Biotiq does not receive a complaint within thirty (30) days of delivery, the Assignment is deemed to have been delivered in accordance with the Agreement and free of shortcomings.

8.5Any inaccuracies in invoices must be reported to Biotiq in writing within five (5) days of the invoice date, failing which the Client is deemed to have approved the invoice.

8.6Complaints do not suspend the Client’s payment obligations.

9. Force majeure

9.1The following count as force majeure for Biotiq: circumstances of a factual, legal or other nature which, whether foreseeable or not, prevent or make particularly onerous the timely performance of the Agreement through no fault of its own. These include: failure of electricity or internet, disruptions in AI platforms or external software APIs, changes in the services or usage policies of third-party platforms (including AI model providers), strikes, staff shortages, fire, government measures, pandemics, war, and (geo)political unrest.

9.2In a force majeure situation, Biotiq will notify the Client in writing as soon as possible. Unless it is beyond doubt that the force majeure situation will last thirty (30) full working days or longer, Biotiq has the right to suspend its obligations without any right to compensation arising. Once it is established that the force majeure situation lasts or has lasted longer than thirty (30) working days, either party is entitled to dissolve the Agreement in writing without any right to compensation.

9.3If, at the onset of the force majeure situation, Biotiq has already partly fulfilled its obligations, it is entitled to invoice the part already performed separately as if it were an independent agreement.

10. Liability

10.1Biotiq is not liable for loss or damage, including consequential damage, lost profit, missed savings and loss of data, of whatever nature, arising for the Client, its personnel and/or third parties in connection with the Agreement or with the acts or omissions of Biotiq, its partners and/or third parties engaged by it, unless there is intent or gross negligence.

10.2Biotiq is expressly not liable for damage arising from: (a) the use of recommended or implemented software tools, AI models or automation solutions; (b) changes in the operation, availability or policy of third-party platforms and AI services; (c) inaccurate, incomplete or misleading output from AI systems; (d) disruptions in electronic services of Biotiq or third parties.

10.3The Client indemnifies Biotiq against all third-party claims for damage or loss in connection with the performance of the Agreement. The Client is obliged to compensate all damage suffered by Biotiq in this connection, including the full costs of defence.

10.4If Biotiq is liable, total liability is limited to the amount paid out in the relevant case by Biotiq’s liability insurer, including the excess.

10.5If, for whatever reason, no payment is made under the insurance referred to in article 10.4, Biotiq’s total liability is limited to a maximum of 15% of the total invoice value of the relevant Assignment, up to an absolute maximum of € 10,000.

10.6Any legal claim by the Client against Biotiq relating to or arising from the Agreement lapses or becomes time-barred one (1) year after the cause of that claim arose.

10.7The Agreement is performed solely for the benefit of the Client. Third parties may derive no rights from the content of the Agreement or from the work performed. Biotiq accepts no liability towards third parties for work carried out for the Client.

11. Dissolution

11.1Biotiq may dissolve the Agreement in whole or in part with immediate effect, without notice of default and without judicial intervention, at the moment the Client: is declared bankrupt; applies for provisional suspension of payments; has a debt restructuring request granted; loses the power to dispose of its assets through attachment, placement under guardianship or otherwise; is dissolved, merges or demerges; or disposes of or liquidates its business in whole or in large part. In these cases all claims of Biotiq become immediately due and payable and the Client is liable for damage suffered by Biotiq.

11.2If one of the situations above arises, the Client is obliged to inform Biotiq immediately in writing.

12. Confidentiality

12.1The parties undertake to keep confidential all information and data that may reasonably be assumed to be confidential in nature and that has come to their knowledge in the context of the Agreement. The Client will not provide information about the Assignment to third parties, except on the basis of Biotiq’s prior written consent, a statutory obligation or a court order. The Client imposes this obligation on its employees and engaged third parties as well. This confidentiality obligation applies both during and after the term of the Agreement.

12.2In the event of a statutory obligation or court order to share confidential information, the Client will inform Biotiq immediately.

12.3In the event of a breach of the confidentiality obligation, the Client forfeits an immediately payable penalty of € 5,000 per event, increased by € 1,000 for each day the breach continues, without prejudice to Biotiq’s right to full compensation.

13. Protection of personal data

13.1The Client warrants that, when collecting and processing personal data in the context of the Agreement, it complies with all obligations arising from the General Data Protection Regulation (GDPR), the Dutch GDPR Implementation Act and other applicable privacy legislation.

13.2The Client warrants that it has provided Biotiq with all relevant information about its level of compliance with privacy legislation. If performance of the Agreement requires adjustment as a result of changing privacy legislation, the Client will arrange this at its own expense.

13.3The Client indemnifies Biotiq against all third-party claims (including from users and supervisory authorities), financial sanctions and costs, including the costs of legal assistance, arising from a breach by the Client of the obligations in this article.

13.4Insofar as Biotiq processes personal data as a processor within the meaning of the GDPR in the course of performing the Agreement, the parties will conclude a data processing agreement in accordance with the requirements of Article 28 GDPR.

14. Intellectual property rights

14.1Unless agreed otherwise in writing, the copyright and all other Intellectual Property Rights in the works developed and delivered by Biotiq, including AI workflows, automation scripts, architecture designs, reports, training material and other deliverables, rest exclusively with Biotiq.

14.2After payment in full of all fees due, Biotiq grants the Client a non-exclusive, non-transferable right of use in the deliverables developed specifically for the Client, solely for the Client’s own business operations. Reuse, resale or further exploitation is not permitted without Biotiq’s prior written consent.

14.3The Client is not permitted to publish, reproduce or provide to third parties, in whole or in part, the documents and materials referred to in article 14.1 without Biotiq’s prior written consent.

14.4Biotiq retains at all times the right to use its generic knowledge, methods, frameworks and AI solutions that were not developed exclusively for the Client, for other clients and for its own purposes.

14.5In the event of infringement of Biotiq’s Intellectual Property Rights, Biotiq is entitled to an immediately payable compensation of at least three times the amount invoiced or to be invoiced by Biotiq, without prejudice to the right to compensation for the damage actually suffered.

14.6Biotiq does not warrant that the materials and/or solutions it provides do not infringe (un)written Intellectual Property Rights of third parties.

15. Final provisions, applicable law and choice of forum

15.1The nullity or voidability of any provision of these Terms & Conditions or of the Agreement does not affect the validity of the remaining provisions. Biotiq and the Client are obliged to replace null or voided provisions with valid provisions of as far as possible the same purport.

15.2All Agreements are governed exclusively by Dutch law.

15.3Disputes are settled exclusively, unless mandatory statutory rules of jurisdiction prevent this, by the competent court in Amsterdam. Biotiq nevertheless has the right to submit a dispute to the competent court of the Client’s place of residence or establishment.