Terms & Conditions

1. Applicability and order of precedence

These terms apply when DataDream makes them electronically available before or when an agreement is concluded. Deviations are valid only when agreed in writing.

In case of conflict, the signed or electronically accepted quotation or order confirmation prevails, followed by any data processing agreement for matters concerning personal data, and then these terms. The client’s terms are expressly rejected.

2. Formation and scope

An agreement is formed by written or electronic acceptance, payment of an advance, or the actual start of work at the client’s request. Quotations remain valid for the stated period, or otherwise for thirty days.

Only work and deliverables described in the quotation or order confirmation are included. Changes, additional requests and extra work are estimated separately and performed only after written approval.

3. Performance and planning

DataDream performs the assignment with due professional care and to the best of its ability. Unless expressly agreed otherwise, DataDream has a best-efforts obligation and does not guarantee a particular result.

Schedules and delivery dates are indicative unless a deadline is expressly designated as final in writing. DataDream may engage qualified subcontractors and remains responsible for its own contractual obligations.

4. Client cooperation

The client supplies complete, accurate and usable information, materials, decisions, access and cooperation in a timely manner, and warrants that these may lawfully be used without infringing third-party rights.

Delay, extra work or damage caused by incomplete or inaccurate information, missing access, late feedback, or changes made by the client or third parties is for the client’s account. DataDream may adjust the schedule and estimate accordingly.

5. Prices, hour estimates and payment

All amounts exclude VAT and third-party costs unless stated otherwise. For hourly work, DataDream invoices actual time recorded. A minimum and maximum estimate is an estimate and not a fixed price. A time statement is provided with the invoice when agreed or requested.

If DataDream expects to exceed an agreed maximum estimate, it will notify the client in advance. Hours beyond that estimate are used only after written approval, except urgent work reasonably required to limit immediate damage or a security incident.

Usage costs of third-party services, such as API consumption, tokens, licences and hosting, are for the client’s account. They preferably run through the client’s own account; otherwise DataDream passes them on without markup. Price changes by those third parties apply one to one.

Invoices are payable within fourteen days unless the quotation states otherwise. Advances are reconciled against actual time and unused advances are credited. Statutory commercial interest and reasonable collection costs apply to overdue invoices. DataDream may suspend work while a due invoice remains unpaid.

6. Delivery, review and remediation

The client reviews a delivery within ten working days and reports specific, reproducible defects in writing. Without timely notice, or once the client uses the result in production, the delivery is accepted regarding defects that a reasonable review would have revealed.

DataDream remedies defects within scope that demonstrably deviate from the assignment. New requests, changed circumstances, errors in client-supplied information and third-party service issues are not defects and are treated as extra work.

7. AI and automated systems

AI and automated-system output may be incomplete, incorrect or unexpected. The client ensures appropriate human review before publication, transmission, execution or use in decisions with legal, financial, medical, employment or other material consequences.

The quotation records the intended use and, where relevant, the roles and responsibilities under the EU AI Act. Statutory roles follow the factual situation and cannot be reassigned solely by contract. The client informs DataDream before any substantial modification, rebranding or use outside the agreed purpose.

The client ensures sufficient AI literacy among the people in its organisation who work with a delivered AI application, and fulfils the statutory transparency and information duties towards its own customers and staff.

DataDream does not guarantee that an AI model will always produce the same output or be error-free, unbiased or permanently available. Use contrary to law, instructions, the agreed purpose or reasonable safeguards is at the client’s risk.

8. Third-party services and materials

Hosting, cloud platforms, APIs, AI models, open-source software and other third-party services are also subject to the providers’ terms and technical limitations. DataDream is not liable for changes, outages, price increases, security incidents or termination by a third party that DataDream could not reasonably prevent.

DataDream may replace a third-party service with a reasonably equivalent alternative when required for continuity, security, legal compliance or availability. Additional licence or usage costs are discussed in advance.

9. Intellectual property and licences

Client materials, data and trademarks remain the client’s property. DataDream’s pre-existing methods, models, prompts, building blocks, libraries, templates, general knowledge and tools remain the property of DataDream or the relevant rights holder.

After full payment, the client receives a perpetual, non-exclusive right to use deliverables created specifically for the assignment for the agreed purpose. Copyright transfer or an exclusive licence occurs only when expressly agreed in writing and, where required, recorded in a separate deed.

Rights in open-source software, third-party materials and fully AI-generated elements cannot be transferred beyond what applicable law or licences permit. DataDream therefore does not guarantee exclusivity in such elements.

10. Confidentiality and personal data

The parties keep confidential information secret and use it only for the agreement. This duty survives termination. Public information, information lawfully obtained from a third party, and legally required disclosures are excluded.

Where DataDream processes personal data on the client’s behalf, the parties enter into a data processing agreement before processing begins. The client does not provide special-category or criminal-offence data, or instruct processing outside the agreed purpose, without prior written agreements on necessity, security and costs.

DataDream does not use the client’s data, documents or prompts to train, fine-tune or improve AI models for other clients or its own products unless expressly agreed in writing. When using third-party AI and cloud services, DataDream selects settings under which the provider does not use the data for training, where the provider offers this. The data processing agreement lists which providers process data and where.

11. Management, security and continuity

Management, maintenance, monitoring, support, backups, recovery, availability commitments and security testing are included only when expressly stated in the assignment. Otherwise, the client is responsible for operational management, access control and current backups of its systems and data.

No digital system is entirely error-free or secure. DataDream implements the agreed and reasonably appropriate measures but does not guarantee uninterrupted operation or complete protection against every threat.

12. Suspension and termination

A one-off assignment ends after delivery and payment. An ongoing agreement may be terminated in writing with one month’s notice unless agreed otherwise. DataDream may suspend or terminate immediately for non-payment, unlawful use, a serious security risk or a lasting breach of trust.

Upon termination, the client pays for actual time, commitments already entered into and reasonable handover costs. After full payment, DataDream supplies the agreed deliverables and data in their ordinarily available form.

13. Liability and indemnity

DataDream is liable only for direct loss that is the immediate result of an attributable breach. Total liability per event and per assignment is limited to the amount excluding VAT paid by the client for the relevant assignment in the twelve months preceding the event causing the loss, and never exceeds the total agreed price for that assignment. Where DataDream’s professional liability insurance pays out in the relevant case, liability is in any event limited to the amount paid by the insurer plus the deductible.

Liability for indirect or consequential loss is excluded, including loss of profit, missed savings, loss or corruption of data, business interruption, reputational damage, third-party claims, and loss caused by decisions or work of the client or third parties. These limitations do not apply in cases of intent or deliberate recklessness by DataDream or where mandatory law prevents them.

The client notifies DataDream of a potential claim in writing as soon as possible and gives DataDream a reasonable opportunity to limit damage or remedy a defect. Any claim expires twelve months after the client knew or reasonably should have known of both the loss and DataDream’s potential liability, to the extent permitted by law.

The client indemnifies DataDream against third-party claims arising from client-supplied materials or data, unlawful or out-of-scope use of a deliverable, or decisions made without the agreed human or legal review.

14. Force majeure

Obligations are suspended during force majeure for as long as performance is reasonably impossible. Force majeure includes prolonged internet, power, cloud or API outages, cyberattacks, government measures, illness and failures by essential suppliers that DataDream could not reasonably prevent.

If force majeure continues for more than sixty days, either party may terminate the unperformed part in writing. Work already performed and costs incurred remain payable.

15. Governing law and disputes

Dutch law applies. The parties first attempt to resolve a dispute in good faith for at least thirty days. If unsuccessful, the dispute is submitted, where legally permitted, to the competent court of the Zeeland-West-Brabant District Court, Middelburg location.

If a provision is invalid or unenforceable, the remaining provisions continue to apply. The parties replace the affected provision with a valid provision that most closely reflects its purpose and effect.

16. References and changes to these terms

DataDream may use the client’s name and logo and a short, factual description of the assignment as a reference unless the client objects in writing. Confidential details are never shared without consent.

DataDream may amend these terms. For ongoing agreements an amended version takes effect one month after written notice. If a provision changes materially to the client’s detriment, the client may terminate the agreement as of the effective date. For one-off assignments, the version provided when the agreement was concluded continues to apply.