MODULE A – GENERAL
1. Definitions
1.1. Contractor: Kaizar® (trade name of Tobias J. Beers, registered with the Dutch Chamber of Commerce under registration number 98376780).
1.2. Client: the natural or legal person that purchases services.
1.3. Services: all work, analyses, advice, software, dashboards or reports provided by Kaizar.
1.4. Agreement: the written arrangements between the parties (proposal, contract or confirmation by e-mail).
1.5. Error: a substantial and reproducible defect that causes the delivered service to not conform to the agreed specifications.
1.6. Intellectual Property: all rights to software, data, algorithms, designs, reports and other works created by Kaizar.
2. Scope
2.1. These terms and conditions apply to all offers, proposals and agreements with Kaizar.
2.2. In case of any inconsistency between language versions, the Dutch version shall prevail.
2.3. Deviations are only valid if agreed in writing.
2.4. The Client’s general terms and conditions are expressly rejected.
2.5. If any provision is invalid, the remaining provisions shall remain in full force and effect.
3. Offer & Proposals
3.1. Proposals are valid for 30 days, unless stated otherwise.
3.2. Prices are exclusive of VAT and any travel or accommodation costs.
3.3. Kaizar reserves the right to refuse assignments without stating reasons.
4. Formation and performance
4.1. The Agreement is concluded once the Client accepts a proposal or offer in writing or by e-mail.
4.2. Kaizar performs assignments to the best of its knowledge and ability (an obligation of best efforts, not an obligation of result).
4.3. Deadlines are target dates; exceeding them does not entitle the Client to dissolution, unless expressly agreed as final (fatale termijn).
4.4. Kaizar may engage third parties for the performance of (parts of) the work.
4.5. Where Kaizar makes use of external AI services or cloud providers (such as OpenAI, Google, AWS or Azure), the terms of those providers apply in addition. Kaizar is not liable for interruptions, policy changes, model updates or restrictions introduced by such third parties.
5. Obligations of the Client
5.1. The Client shall provide all required information, system access and cooperation in a timely manner.
5.2. Incomplete or incorrect information may lead to delays or additional work.
5.3. The Client remains at all times fully responsible for any decisions taken on the basis of analyses, simulations, predictions, advice or model output provided by Kaizar. The output of models and simulations is by definition probabilistic and contains uncertainty. Kaizar does not guarantee any specific results, predictions or outcomes.
6. Intellectual property
6.1. All rights to code, models, algorithms, reports, designs and concepts remain the property of Kaizar, unless agreed otherwise in writing.
6.2. The Client is granted a non-exclusive, non-transferable licence for internal use.
6.3. Re-use, sub-licensing or resale without prior written consent from Kaizar is prohibited.
6.4. Kaizar retains the right to use generic components, methods and frameworks for other clients, provided that no Client data or confidential business information is disclosed.
6.5. Data provided by the Client remains the property of the Client. The Client grants Kaizar a non-exclusive licence to use such data solely for the performance of the Agreement.
6.6. Kaizar may re-use generic algorithmic structures, mathematical models, optimisation set-ups, simulation logic, prompts, model architectures and technical patterns developed during a project for other clients, provided these do not contain Client data, confidential business information or Client-specific configurations. The generic form of a model or method is not regarded as Confidential Information.
6.7. Unless expressly agreed otherwise in writing, Kaizar will not use Client data to train generic machine learning models. Kaizar may use anonymous statistical insights or error analyses for quality improvement.
7. Acceptance of work
7.1. After delivery there is an acceptance period of 14 days.
7.2. If no written objections are submitted within this period, the work is deemed to have been accepted.
7.3. Minor deviations or aesthetic details that do not hinder the functioning do not entitle the Client to reject the work.
7A. Prototypes, pilots and proof-of-concept work
7A.1. Work that is designated by Kaizar as a prototype, pilot, proof-of-concept or experimental implementation comes with no guarantees, uptime commitments, performance guarantees or maintenance obligations, unless agreed otherwise in a separate agreement.
7A.2. Prototypes are intended solely for evaluation, demonstration and validation, and may not be used in production environments without Kaizar’s explicit prior written consent.
7A.3. Issues arising from experimental or preliminary solutions do not fall under warranty or liability.
8. Fees & payment
8.1. Invoicing takes place in accordance with the Agreement (per phase, month or milestone).
8.2. Payment term: 14 days from the invoice date.
8.3. In case of late payment:
– Statutory commercial interest (wettelijke handelsrente) as referred to in article 6:119a Dutch Civil Code (Burgerlijk Wetboek) is due, at the applicable rate at the time the Client is in default (Rijksoverheid).
– Kaizar is furthermore entitled to charge €50 in collection and administration costs.
– In addition, Kaizar is entitled to suspend its work until payment has been received.
8.4. Rights to the delivered work remain the property of Kaizar until all payments have been made in full.
9. Additional work
9.1. Extra work outside the agreed scope will be invoiced separately.
9.2. Kaizar will notify the Client of additional work in a timely manner and will only carry it out after the Client’s written approval.
9A. Scope creep and confirmation of changes
9A.1. Informal requests via chat applications (such as WhatsApp, Teams or Slack), verbal agreements or non-specific e-mails do not qualify as an order for additional work.
9A.2. Only changes to the scope that are confirmed in writing (by e-mail or contract) are binding.
9A.3. If the Client expects work to be performed that is not explicitly included in the agreed scope, such work will automatically be considered additional work.
10. Delay or impossibility of performance
10.1. Timeframes are obligations to use best efforts.
10.2. Kaizar shall inform the Client in a timely manner in the event of delays or unforeseen obstacles.
10.3. Kaizar is not liable for delays caused by circumstances beyond its control, such as incomplete data, system changes or force majeure.
10.4. If performance proves structurally impossible (technical limitations, missing data), the parties will consult on revision, an alternative solution or termination against payment for work performed.
10.5. The Client may not dissolve the Agreement due to delay, unless the delay is demonstrably entirely attributable to Kaizar.
11. Confidentiality & data
11.1. Both parties undertake to keep confidential all information that is of a confidential nature.
11.2. Kaizar may use anonymised results or analyses for portfolio, research or marketing purposes, unless agreed otherwise in writing.
11.3. If Kaizar processes personal data on behalf of the Client, this will be laid down in a data processing agreement in accordance with the GDPR (AVG).
11A. Enhanced confidentiality for AI, data and model development
11A.1. Confidential Information explicitly includes Client-specific model architectures, prompting strategies, simulation logic, data collections, data transformations, feature engineering, hyperparameters, optimisation strategies, dashboards and configurations that are unique to the Client.
11A.2. Kaizar shall not share Client data, internal documentation or project results with third parties, unless this is necessary for the performance of the Agreement and with prior approval from the Client.
11A.3. Any breach of this article constitutes a material breach that may justify immediate termination of the Agreement.
12. Security
12.1. Kaizar takes appropriate technical and organisational measures to secure data and systems, proportionate to the nature of the project and the costs involved.
12.2. The Client is responsible for security and back-ups of its own systems, data and accounts to which Kaizar is given access.
12A. Integration, system risks and cybersecurity
12A.1. Kaizar is not liable for damage or delays caused by errors in the Client’s systems, software, cloud environments, security configuration or infrastructure.
12A.2. If Kaizar is granted access to the Client’s systems, the Client remains responsible for access management, security, back-ups and logging.
12A.3. Kaizar is not liable for security incidents, hacks or data breaches that occur within the Client’s systems or at external suppliers engaged by the Client.
12A.4. Kaizar does not provide penetration testing, security audits or hardening activities, unless explicitly agreed in writing.
13. Liability
13.1. Kaizar is not liable for indirect damage such as loss of profit, consequential damage, loss of data or reputational damage.
13.2. Liability is limited to the invoice amount of the assignment, with a maximum of €10,000.
13.3. Any claim expires twelve (12) months after the damage arose.
13.4. Liability lapses if the Client makes changes to code, data or systems without consulting Kaizar.
13A. Liability in relation to AI models and simulations
13A.1. Models, predictions, simulations and optimisation advice provided by Kaizar are decision-support tools and do not replace professional or operational judgement.
13A.2. Kaizar is not liable for damage arising from incorrect assumptions in input data, misinterpretation of model output, probabilistic forecasts that deviate from actual outcomes, or business decisions taken by the Client on the basis of tools provided by Kaizar.
13A.3. Kaizar does not guarantee that models are error-free, fully accurate, future-proof or free from bias.
13A.4. Kaizar is not liable for indirect consequences of model output, such as incorrect planning, lost revenue, wrong capacity decisions, stock shortages or reputational damage.
13B. Data integrity, data loss and recovery
13B.1. Kaizar is not liable for loss, damage, corruption or alteration of the Client’s data, unless caused by intent or gross negligence on the part of Kaizar.
13B.2. The Client remains responsible for back-ups, version control and restore points of its own data and systems.
13B.3. If the Client requests recovery or reconstruction work, such work will be carried out on the basis of a separately agreed fixed fee or project rate.
14. Force majeure
14.1. Force majeure includes, among other things: outages, illness, strikes, network failures, pandemics, government measures or other circumstances beyond Kaizar’s control.
14.2. If force majeure continues for more than 30 days, both parties may terminate the Agreement without compensation.
15. Termination
15.1. Both parties may terminate the Agreement in writing with a notice period of 14 days.
15.2. Work already performed will be invoiced pro rata.
15.3. In case of cancellation within 7 days before the planned start date, 50% of the project value is due.
15.4. Kaizar may terminate the Agreement with immediate effect in case of non-payment, bankruptcy or material breach of obligations by the Client.
16. Governing law & disputes
16.1. All Agreements are governed by Dutch law.
16.2. The parties shall first attempt to resolve any disputes amicably.
16.3. If this proves impossible, the District Court of Amsterdam has exclusive jurisdiction.
17. Amendment of terms
17.1. Kaizar may amend these terms and conditions.
17.2. New versions take effect 30 days after publication on the website.
MODULE B – PROJECTS, AFTERCARE & MAINTENANCE
18. Aftercare and support
18.1. After delivery there is an aftercare period of 30 days during which Kaizar:
– fixes errors within the agreed scope free of charge,
– answers questions about usage,
– provided that the Client has not made changes to data, systems or the environment.
18.2. Changes to systems or data structures fall outside the warranty and are considered new work.
19. Maintenance & updates
19.1. After the aftercare period, the parties may conclude a maintenance agreement, which may include, for example:
– response within 2 working days,
– bug fixes within scope,
– small changes up to a specified number of hours per month,
– monthly or quarterly invoicing.
19.2. Structural changes or extensions fall outside maintenance and will be quoted separately.
19.3. Without a maintenance agreement, Kaizar is not obliged to provide support at a later stage.
20. Quickscan / Analysis projects
20.1. Quickscans and reports qualify as advisory documents, without any obligation for implementation or maintenance.
20.2. One results session (online or on-site) is included.
20.3. Minor clarification questions by e-mail will be answered within reason.
20.4. Further execution or implementation qualifies as a new assignment.
21. Acceptance and warranty
21.1. Minor deviations or aesthetic elements do not entitle the Client to reject the work.
21.2. The warranty period for errors is 30 days from acceptance.
21.3. Repairs outside the warranty period or caused by the Client’s actions will be carried out on the basis of a separately agreed upon fixed fee or project rate.
22. Final provision
22.1. If one or more provisions prove invalid or unenforceable, the remaining provisions remain fully in force.
22.2. Any invalid provision will be replaced by a provision that comes as close as possible to the intention of the parties.