General Terms and Conditions

Art. 1Definitions

In these terms, the following words mean:

• Mindsora: the sole proprietorship Mindsora, established in Nieuw-Beijerland, registered with the Dutch Chamber of Commerce (KvK) under number 87325489.
• Client: the natural person or legal entity that enters into an agreement with Mindsora.
• Parties: Mindsora and the Client together.
• Services: all work that Mindsora performs, including but not limited to: AI automation, workflow automation, website development, system management and advice.
• System: the whole of software, integrations, automations and configurations that Mindsora builds and maintains for the Client.
• Agreement: the arrangement between Mindsora and the Client about the Services to be delivered, as recorded in the quotation and these terms.
• In writing: by email or another electronic means of communication, provided the identity of the sender is sufficiently established.

Art. 2Applicability

1. These terms apply to all quotations, offers, agreements and Services of Mindsora.
2. Deviations from these terms are only valid if agreed in writing.
3. Any purchasing or other terms of the Client do not apply, unless Mindsora has accepted them in writing.

Art. 3Quotations and offers

1. All quotations from Mindsora are non-binding and valid for 30 days, unless stated otherwise.
2. An Agreement is formed when the Client accepts a quotation in writing, or when Mindsora actually starts the work with the Client's consent.
3. If the Client does not accept a quotation, Mindsora is not obliged to make information from the preceding stage available.

Art. 4Performance of the Agreement

1. Mindsora performs the Agreement to the best of its insight and ability, based on the state of the art at that time.
2. Mindsora has the right to have work carried out by third parties.
3. The Client ensures that all data, materials and access needed for the work are supplied on time and correctly.
4. If the work is delayed because of the Client, Mindsora is entitled to charge the extra costs this causes.

Art. 5Additional work

1. If it becomes clear during the work that the Agreement must be extended or changed to reach a sound result, Mindsora informs the Client in good time.
2. Additional work is discussed in advance and confirmed in writing. Mindsora does not start additional work without the Client's consent.
3. Not carrying out additional work, or not doing so in time, can affect the original planning.

Art. 6Prices and payment

1. All prices are in euros and exclude VAT, unless stated otherwise.
2. The one-time investment is invoiced as follows: 50% on acceptance of the quotation, 50% on delivery of the System.
3. The monthly investment is invoiced in advance per calendar month.
4. Payment must be made within 14 days of the invoice date.
5. If payment is not made in time, the Client is in default by operation of law. Mindsora may charge the statutory commercial interest (Art. 6:119a of the Dutch Civil Code).
6. If a payment is more than 30 days overdue, Mindsora is entitled to suspend the Services.

Art. 7Timelines and planning

1. Stated delivery times are indicative and are not strict deadlines.
2. Exceeding a delivery time gives the Client no right to compensation or termination.
3. If it is likely that a delivery time will be exceeded, Mindsora informs the Client.

Art. 8Cooperation by the Client

1. The Client is responsible for supplying all required information, content, access and materials on time.
2. If Mindsora needs information from the Client and it is not supplied within 5 working days after a reminder, Mindsora is entitled to suspend the work.
3. Suspension because of a lack of cooperation does not release the Client from its payment obligations.

Art. 9Delivery and acceptance

1. Mindsora delivers the System in line with the specifications in the quotation.
2. After delivery the Client has 14 days to review the System and report any defects in writing.
3. The System is deemed accepted if the Client: approves the System in writing, puts the System into production, or lets the review period of 14 days pass without reporting defects in writing.
4. Minor defects that do not materially impede functioning are no reason to refuse acceptance. Mindsora resolves them within a reasonable time.

Art. 10Warranty

1. Mindsora warrants that the delivered System works as described in the quotation.
2. Our warranty: we keep building until it runs. If the System does not work as agreed, we fix it at no extra cost. This warranty applies to defects reported within 60 days after delivery.
3. The warranty lapses if: the Client changes the System without consultation, the defect results from incorrect information, or the defect results from changes to third-party services.
4. Repair under warranty does not include extra functionality or work outside the original quotation.

Art. 11Monthly services

1. The monthly investment covers: hosting, platform, monitoring, updates and support, as specified in the quotation.
2. The monthly agreement can be cancelled per calendar month with a notice period of 30 days.
3. On cancellation, Mindsora: delivers all data and content in a common digital format within 14 days, hands over all relevant access, and deletes data from its systems within 30 days after the handover (subject to statutory retention obligations).
4. After cancellation, Mindsora is not responsible for the operation, maintenance or hosting of the System.

Art. 12Intellectual property

1. All intellectual property rights in systems, code, designs, documentation, templates, methods and other materials developed by Mindsora belong to Mindsora, unless agreed otherwise in writing.
2. The Client receives a non-exclusive, non-transferable right to use the System as configured specifically for the Client, for the duration of the Agreement.
3. After termination, and provided all invoices have been paid, the right of use of the specifically configured parts becomes permanent and irrevocable.
4. Mindsora at all times keeps the right to use acquired knowledge, techniques, templates and generic components for other purposes and clients, provided no confidential information is shared.

Art. 13Processing of personal data

1. If Mindsora processes personal data on behalf of the Client while performing the Agreement, Mindsora is a processor within the meaning of the GDPR (in Dutch: AVG).
2. In that case the Parties conclude a data processing agreement in line with Article 28 of the GDPR.
3. The Client is and remains the controller and is responsible for the lawfulness of the processing.
4. Mindsora processes personal data only on the instructions of the Client.
5. After termination, Mindsora deletes all personal data in line with Article 11, unless statutory retention obligations prevent this.

Art. 14Acceptable use

1. The Client uses the System only for lawful purposes.
2. The System may not be used for: spam, activities that break the law, storing content that infringes the rights of third parties, or reselling to third parties without written permission.
3. In case of a breach, Mindsora may suspend access immediately and terminate the Agreement.

Art. 15Confidentiality

1. Both Parties must keep confidential all confidential information obtained in connection with the Agreement.
2. This obligation also applies after termination and continues for as long as the information remains confidential.
3. Mindsora may name the Client and show its logo as a reference, unless the Client objects in writing.

Art. 16Liability

1. Mindsora's total liability per damaging event is limited to the amount invoiced in the six months before the event that caused the damage, with a maximum of the total amount of the Agreement.
2. Mindsora is not liable for: indirect damage (consequential damage, lost profit, missed savings, business interruption, loss of data), damage caused by incorrect information from the Client, damage caused by failures at third parties, or damage caused by suspension because of non-payment.
3. The limitations do not apply in case of intent or deliberate recklessness on the part of Mindsora.
4. The Client indemnifies Mindsora against claims by third parties related to the use of the Services.
5. Every claim for compensation lapses 12 months after the damage becomes known.

Art. 17Force majeure

1. In case of force majeure, Mindsora is not obliged to perform.
2. Force majeure means: failures of the internet, of hosting or of third-party software, power cuts, fire, illness, epidemics, government measures, strikes, cyberattacks and other circumstances that cannot reasonably be attributed to Mindsora.
3. If the force majeure lasts longer than 60 days, either Party may terminate the Agreement in writing.

Art. 18Transfer

1. The Client may not transfer rights and obligations to third parties without written permission.
2. Mindsora may transfer its rights and obligations to a legal successor, provided this does not adversely affect performance.

Art. 19Termination

1. Both Parties can cancel the Agreement in writing with a notice period of 30 days.
2. Mindsora can terminate with immediate effect if the Client: is more than 30 days in default with payment, acts in breach of these terms and does not remedy this within 14 days of a notice, or is declared bankrupt.
3. On termination: amounts already invoiced remain due, the Client owes the amount for the current calendar month, and the articles on confidentiality, liability and intellectual property continue to apply in full.

Art. 20Communication

1. Communication preferably takes place by email. Email messages count as in writing.
2. Mindsora can be reached at hello@mindsora.io. The Client keeps a current email address on file.
3. Emails are deemed received on the day they are sent, unless the contrary is proven.

Art. 21Governing law and disputes

1. Dutch law applies to all agreements.
2. Disputes are preferably resolved by mutual consultation.
3. If the Parties cannot resolve a dispute together, the competent court in the district of Rotterdam has jurisdiction.