General Terms and Conditions – Next Shape

1.1 These general terms and conditions apply to all offers, quotes, activities, and agreements between Next Shape (KvK 88315215) (“Next Shape”) and a Client. 1.2 Departures from these terms are only valid if agreed upon in writing. 1.3 The applicability of any purchase or other conditions of the Client is expressly rejected.

2.1 All offers and quotes from Next Shape are without obligation and valid for 30 days, unless otherwise stated. 2.2 An agreement is formed by (i) written acceptance of the quote by the Client or (ii) actual commencement of activities by Next Shape. 2.3 Prices are in euros and exclusive of VAT and other government levies. 2.4 Surcharges for express delivery or activities outside regular office hours may apply after consultation. 2.5 Next Shape is not bound by a quote if it contains an obvious error or oversight.

3.1 Next Shape performs the agreement to the best of its knowledge and ability (best efforts obligation). 3.2 Agreed deadlines are indicative and never fatal, unless explicitly agreed in writing. 3.3 Next Shape has the right to have activities performed by third parties.

4.1 Client ensures that all information, access to systems/APIs, and cooperation necessary for the execution of the services are provided in a timely and complete manner. 4.2 Client is responsible for the accuracy and completeness of the provided data and instructions. 4.3 If delays occur because Client fails to meet obligations, additional costs and delay are for Client's account.

5.1 Delivery occurs by (i) making the result available to Client or (ii) putting it into use. 5.2 Client must test and evaluate the services/products within 7 days. If no written protest is received, the delivery is deemed accepted. 5.3 Small defects that do not hinder the use of the services do not constitute a reason for refusing acceptance.

6.1 Payment must be made within 14 days of the invoice date, unless otherwise agreed. 6.2 For projects, invoicing usually occurs in installments (e.g., upfront payment and final installment). Support and maintenance are invoiced periodically. 6.3 If the payment term is exceeded, Client is legally in default and owes statutory commercial interest. 6.4 Next Shape has the right to suspend activities if Client fails to meet payment obligations.

7.1 Parties are obliged to maintain the confidentiality of all confidential information they obtain from each other. 7.2 Confidential information remains the property of the providing party. 7.3 Next Shape takes appropriate security measures but cannot guarantee that systems/networks are 100% secure.

8.1 Modifications to the agreement must be recorded in writing. 8.2 If Client requests modifications/additions that lead to more work, this will be billed at the applicable hourly rate, unless a fixed price is explicitly agreed for the additional work.

9.1 All intellectual property rights (IP) to works developed by Next Shape (including designs, code, prompts, models, and documentation) remain with Next Shape, unless otherwise agreed in writing. 9.2 After full payment, Client obtains a non-exclusive, non-transferable right of use for the specific purpose for which the work was created. 9.3 Client is not permitted to duplicate, modify, or make the work available to third parties outside the agreed purpose without permission. 9.4 Next Shape reserves the right to use knowledge and generic building blocks gained during the activities for other purposes.

10.1 All delivered goods and results remain the property of Next Shape until Client has met all obligations from the agreement.

11.1 Next Shape's liability is limited to compensation for direct damage and up to a maximum of the amount of the invoice for the specific assignment (excl. VAT). In case of a duration agreement, the liability is limited to the fee for the last 3 months. 11.2 Next Shape is never liable for indirect damage, including lost profit, missed savings, and business stagnation. 11.3 Liability only arises if Client gives Next Shape written notice of default and a reasonable period for correction. 11.4 Next Shape is not liable for damage caused by errors in software, APIs, or services from third parties (e.g., OpenAI, Anthropic, Supabase).

12.1 In case of force majeure, Next Shape is not obliged to fulfill its obligations. Force majeure includes: illness of key persons, strikes, internet/power failure, and shortcomings of third parties/suppliers.

13.1 Parties may terminate the agreement for cause if the other party remains in attributable shortcoming after notice of default. 13.2 Case of project assignments: early cancellation by Client is possible against compensation for already performed activities plus 20% of the remaining assignment value as loss of profit. 13.3 Subscriptions/retainers: unless otherwise agreed, a notice period of one calendar month applies.

14.1 After acceptance, a limited warranty period of 30 days applies for the repair of demonstrable bugs (where the software does not work according to specifications). Correcting defects after this period or as a result of changes by Client is billed as maintenance. 14.2 Support is provided based on a 'Fair Use Policy' and within the agreed response times.

15.1 Complaints about the performed activities must be reported in writing within 14 days of discovery, but no later than 30 days after completion.

16.1 Client is not entitled to transfer rights and/or obligations from the agreement to third parties without Next Shape's permission.

17.1 Next Shape reserves the right to modify these general terms and conditions. New versions will be communicated to Client and enter into force 30 days after announcement.

18.1 If a provision of these terms and conditions is invalid or void, the other provisions remain in full force.

19.1 Dutch law applies to all agreements. 19.2 Disputes will be submitted to the District Court of Limburg, location Maastricht, unless mandatory law prescribes otherwise.

20.1 Next Shape maintains professional and corporate liability insurance consistent with industry standards.

21.1 Client acknowledges that AI technology (including GenAI) is based on probabilistic models and that Next Shape cannot guarantee 100% accuracy or correctness of AI output. 21.2 Client is responsible for monitoring and verifying AI output before it is put into production or used for decision-making. 21.3 Next Shape is not responsible for (unexpected) changes in performance or costs of third-party platforms/APIs.

22.1 Next Shape is permitted to use the name and logo of the Client for promotional purposes and reference on its website, unless a non-disclosure agreement (NDA) or explicit written objection from Client prohibits this.

23.1 These terms and conditions remain in force even if Next Shape undergoes a change of legal form, name, or ownership.