Terms of assignment and service

Article 1: Definitions

In these terms and conditions, the following concepts have the meaning described below, unless expressly stated otherwise.

Article 2: Applicability

2.1 These terms and conditions apply to all offers, quotes and agreements between Umely and the client, insofar as the parties have not expressly deviated from them in writing.

2.2 These terms and conditions also apply when Umely engages third parties to perform the agreement.

2.3 The applicability of the client’s own general terms and conditions is expressly rejected, unless Umely agrees to them in writing and unambiguously.

2.4 If one or more provisions are void or annulled, the remaining provisions remain in full force. The parties will consult on replacement provisions that follow the intent of the void provision as closely as possible.

2.5 Umely reserves the right to amend these terms and conditions. For ongoing agreements, the terms that applied at the time the agreement was concluded remain in force, unless the parties agree otherwise.

2.6 Umely publishes these terms and conditions on the Umely.ai website. Acceptance of the quote or the start of the work also constitutes acceptance of these terms and conditions.

2.7 These terms and conditions apply exclusively to clients acting in the exercise of a profession or business and do not apply to consumers.

Article 3: Quotes and formation of the agreement

3.1 All quotes from Umely are without obligation and remain valid for 30 calendar days from their date, unless another period is stated.

3.2 Umely may revoke a quote even after acceptance, provided it does so without delay, in writing, and no later than the next working day. In that case no agreement is formed.

3.3 Umely cannot be held to a quote if the client could reasonably have understood that the quote, or part of it, contained an obvious mistake or clerical error.

3.4 An agreement is formed at the moment the client accepts the quote in writing, or at the moment Umely actually begins performing the work.

3.5 Additional verbal agreements or commitments bind Umely only after written confirmation.

3.6 An electronic signature has the same legal effect between the parties as a handwritten signature, insofar as legally permitted.

Article 4: Independence

4.1 Umely performs the work as an independent contractor, at its own expense and risk, and not in subordination to the client. The parties expressly do not intend to enter into an employment contract.

4.2 Umely independently determines its working hours, working methods and the place where the work is performed, unless objective functional necessity relating to the assignment requires otherwise.

4.3 The client is only entitled to give instructions concerning the intended result of the assignment and not concerning the manner in which the work is carried out, except insofar as objective circumstances make this necessary.

4.4 Umely is free to perform work for other clients simultaneously or subsequently, unless exclusivity has been expressly agreed in writing.

Article 5: Performance of the agreement

5.1 Umely performs the agreement to the best of its insight and ability, in accordance with the requirements of good workmanship. Unless expressly agreed otherwise, this is a best-efforts obligation.

5.2 There is no obligation of personal performance. Umely is entitled to have the work carried out wholly or partly by third parties or to be replaced, without prior consent from the client, unless agreed otherwise in writing. The client may only refuse an engaged third party on objective grounds relating to the nature of the assignment, confidentiality, security or demonstrably required qualifications.

5.3 Responsibility for directing engaged third parties and for paying them rests entirely with Umely.

5.4 Umely is entitled to perform the agreement in phases and to invoice each phase separately. As long as an invoice for a completed phase remains unpaid, Umely has the right to suspend performance of the next phase.

5.5 The client is responsible for the timely supply of all information, access credentials and cooperation reasonably necessary for proper performance of the services. Delay resulting from failure to supply these is at the client’s risk and expense.

5.6 Agreed delivery deadlines are indicative, unless the parties have expressly agreed a strict deadline in writing.

Article 6: Acceptance and delivery

6.1 The client must raise any objections to a delivery in writing and in concrete terms with Umely within 10 working days of delivery.

6.2 If no written objections are received within this period, the delivery in question is deemed accepted.

6.3 Minor deviations that do not materially affect the usability of the result are not grounds for rejection.

6.4 If the parties wish to use a different acceptance procedure, this must be expressly recorded in writing in the agreement.

Article 7: Changes and additional work

7.1 If it becomes apparent during performance that adjusting or extending the assignment is necessary for proper delivery, Umely will notify the client as soon as possible.

7.2 Changes and additions are quoted separately by Umely and only carried out after written approval from the client.

7.3 Additional work carried out without a written instruction but accepted by the client, or of which the client knew or should have known that it would incur costs, must be paid for by the client.

Article 8: Prices and payment

8.1 All stated prices exclude VAT and other government levies, unless expressly indicated otherwise.

8.2 Invoices must be paid within 14 calendar days of the invoice date, unless agreed otherwise. In case of late payment the client is in default by operation of law and owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) on the outstanding amount from the due date until the day of full payment.

8.3 All reasonable judicial and extrajudicial collection costs Umely must incur as a result of late payment are for the client’s account.

8.4 Umely reserves the right to suspend performance until all outstanding invoices have been paid.

8.5 In the case of a continuing agreement, Umely is entitled to adjust rates annually based on the Dutch consumer price index (CBS) or a reasonable market-conforming increase, with 30 calendar days’ notice.

8.6 Objections to an invoice must be submitted to Umely in writing within 10 working days of the invoice date, failing which the invoice is deemed accepted.

8.7 The client is not entitled to suspend payment or to set it off against any claim the client believes it has against Umely. An objection to an invoice does not suspend the payment obligation.

Article 9: Client materials and property

9.1 If the client makes goods, systems, access, accounts, data carriers or other means available to Umely, Umely will handle them with care.

9.2 The client remains the owner of all materials and data it provides to Umely.

9.3 On request, Umely will return, delete or make inaccessible the client’s property made available to it after the assignment ends, insofar as reasonably possible and subject to statutory retention obligations.

9.4 The client is itself responsible for adequate back-ups and security of its own data, systems and accounts, unless agreed otherwise in writing.

Article 10: Intellectual property

10.1 All intellectual property rights already belonging to a party before the start of the agreement remain the property of that party.

10.2 All intellectual property rights in methods, models, scripts, templates, prompts, workflows, systems, documentation, analyses, software, configurations and other materials developed or used by Umely rest exclusively with Umely, unless expressly agreed otherwise in writing in the agreement.

10.3 Unless agreed otherwise, after payment in full Umely grants the client a non-exclusive, non-transferable and non-sublicensable licence to use the deliverables for the agreed internal purposes.

10.4 Umely retains at all times the right to reuse, for itself or for third parties, all generic knowledge, experience, working methods, concepts, building blocks, templates, prompts, scripts, models, automations and other reusable components used or developed during the assignment.

10.5 The client warrants to Umely that the use of materials supplied by the client does not infringe the rights of third parties, and indemnifies Umely against third-party claims in this respect.

10.6 The client owns the AI output generated in the context of the agreement on the basis of data supplied by the client, insofar as applicable law grants intellectual property rights to it. Umely gives no guarantees about the legal status of AI output.

Article 11: Transfer of intellectual property

11.1 Transfer of intellectual property rights takes place only if and insofar as this has been expressly agreed in writing in the agreement.

11.2 Any transfer takes place only after the client has paid all outstanding amounts in full.

11.3 Unless agreed otherwise in writing, source files, source code, development environments, raw datasets, internal prompts, model settings, embeddings, libraries, frameworks and other underlying technical components are expressly not included in any transfer.

Article 12: Confidentiality

12.1 The parties undertake to keep confidential all confidential information obtained from each other in the context of the agreement. Confidential means all information designated as such or whose confidentiality follows from the nature of the information.

12.2 The parties take all reasonable measures to protect confidential information against unauthorised access, use or disclosure.

12.3 The confidentiality obligation does not apply to information that was already public, that the parties already knew without a confidentiality obligation, or that must be disclosed under a legal obligation. If a party is legally required to disclose confidential information, it will inform the other party in advance insofar as legally permitted.

12.4 The confidentiality obligation applies for the term of the agreement and for three years after its termination.

12.5 Umely is entitled to use the client’s name as a reference in commercial communications, unless the client objects in writing.

Article 13: AI-specific provisions

13.1 Umely informs the client transparently about the AI models and applications deployed in performing the agreement.

13.2 AI output is by its nature subject to uncertainty and imperfections. Umely does not guarantee that AI output is error-free, complete, current or suitable for a specific purpose. The client is itself responsible for verifying and assessing AI output before it is taken into production environments or used as the basis for decision-making.

13.3 Umely uses sub-processors (including providers of AI models). Umely informs the client in advance about the nature and general risks of these services, but is not liable for the specific content of the AI output, its use by the client or any resulting damage, except in case of intent or wilful recklessness on the part of Umely.

13.4 Umely is never liable for damage arising from AI output applied by the client without adequate verification of its own.

Article 14: Liability

14.1 Umely acts as an independent consultant and developer. After delivery, Umely is not responsible for the management and operation of a system, product or process it has implemented. Responsibility for the management, use and compliance with laws and regulations in respect of the implemented system rests entirely with the client, unless an ongoing management agreement such as an SLA has been agreed in writing.

14.2 Responsibility for privacy, information security, GDPR compliance and the security of systems and data rests with the client, except for obligations expressly assigned to Umely in writing, for example in a data processing agreement. For damage relating to data breaches, unauthorised access to systems or any other security or compliance incident, Umely is liable only insofar as that damage results from a failure attributable to Umely, and in that case only subject to the limitations of this article. The client indemnifies Umely against claims from third parties, supervisory authorities or data subjects relating to such an incident, except insofar as the incident results from a failure attributable to Umely. Insofar as these terms and conditions and a data processing agreement between the parties conflict in respect of the processing of personal data, the data processing agreement prevails.

14.3 Umely’s liability for other direct damage is limited to the amount paid out in the relevant case by Umely’s liability insurance, increased by any applicable deductible. If the insurance provides no cover in a specific case or does not pay out, Umely’s liability is limited to 50% of the fee paid by the client to Umely under the agreement over the twelve months preceding the event causing the damage, or, in the case of a one-off assignment, to the fee agreed for that assignment, in that case with a maximum of EUR 10,000 per event and per calendar year.

14.4 Umely is never liable for indirect damage, consequential damage, lost profit, missed savings, reputational damage or damage due to business interruption. For loss of data, Umely is liable only insofar as this results from a failure attributable to Umely and the data processing agreement between the parties provides for it, in all cases subject to the limitations of this article.

14.5 Limitations of liability do not apply in case of intent or wilful recklessness on the part of Umely or its directors.

14.6 Umely is not liable for damage resulting from incorrect or late information supplied by the client, failures in third-party systems, or unavailability of external software, platforms or APIs.

14.7 The client indemnifies Umely against third-party claims arising from the performance of the assignment, the use of the delivered results or materials supplied by the client, unless there is intent or wilful recklessness on the part of Umely.

14.8 Any claim for damages lapses if the client has not complained to Umely in writing, with reasons, within 30 days after discovering the damage or after it could reasonably have been discovered.

14.9 Any legal claim against Umely lapses in any event twelve months after the event on which the claim is based.

Article 15: Force majeure

15.1 Umely is not obliged to fulfil any obligation if it is prevented from doing so by a circumstance that is not attributable to its fault and for which it is not accountable under the law, a legal act or generally accepted standards.

15.2 Force majeure also includes: failures at suppliers of essential infrastructure (including cloud providers and API providers of AI models), pandemics, government measures and other circumstances beyond Umely’s control.

15.3 If the force majeure situation continues for more than 60 calendar days, both parties have the right to terminate the agreement in writing, without any right to compensation.

Article 16: Duration and termination

16.1 An agreement for a one-off assignment ends by operation of law after delivery of the agreed end result and fulfilment of all payment obligations.

16.2 A continuing agreement (such as an SLA or subscription) is entered into for a standard period of 1 year, unless agreed otherwise. The agreement is then tacitly renewed for an indefinite period and may from that moment be terminated monthly subject to 3 months’ notice. After the first period, invoicing takes place monthly.

16.3 Both parties are entitled to terminate the agreement with immediate effect if the other party is declared bankrupt, has applied for suspension of payments, or fails to remedy a material breach within 14 working days after notice of default.

16.4 On termination for any reason, all outstanding invoices become immediately due and the client owes the fee for work already performed.

16.5 Provisions which by their nature are intended to survive termination, including confidentiality, intellectual property and liability, remain in full force.

16.6 On termination of the agreement for any reason, Umely will, on request, properly return all data stored by or on behalf of the client. Umely will supply the data in a common format, matched to the nature of the data and insofar as the systems used reasonably support export to that format. The parties may specify formats, the method of transfer and any deviating deadlines in the agreement. The return takes place within 90 calendar days of a written request, provided all outstanding invoices have been paid in full. After confirmed return, Umely deletes the production copies within 90 calendar days, subject to statutory retention obligations.

16.7 In deviation from article 7:408 paragraph 1 of the Dutch Civil Code, the client cannot terminate an agreement for a one-off assignment with a pre-agreed fixed price or a defined scope during its term. If the assignment is nevertheless ended prematurely at the client’s request, the client owes the full fee agreed for the assignment.

Article 17: Data processing and privacy

17.1 If, in performing the services, Umely processes personal data on behalf of the client within the meaning of the GDPR, the parties conclude a separate data processing agreement.

17.2 Umely acts in accordance with the GDPR and other applicable privacy legislation.

17.3 The client is responsible for the lawfulness of the data it provides to Umely and indemnifies Umely against claims from data subjects or supervisory authorities resulting from unlawful data supply by the client.

17.4 Umely works with a limited number of sub-processors to deliver the services. The current list of sub-processors, stating the location of processing, the purpose of processing and the applicable retention periods, is included in Annex A to these terms and conditions. Umely informs the client in writing before adding or replacing a sub-processor; the client has the right to object on reasonable grounds.

Article 18: Governing law and disputes

18.1 All agreements and these terms and conditions are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.

18.2 Disputes arising from or relating to an agreement are resolved in the first instance by mutual consultation.

18.3 If the parties cannot resolve the matter between them, disputes are submitted to the competent court of the Midden-Nederland District Court, unless the parties opt in writing for arbitration or mediation.

Article 19: Final provisions

19.1 Rights and obligations under an agreement may not be transferred by the client to third parties without prior written consent from Umely.

19.2 Umely is entitled to transfer its rights and obligations under the agreement to a legal successor or affiliated company, after notifying the client.

19.3 Umely’s failure to require strict compliance with these terms and conditions does not affect Umely’s right to require compliance at a later stage.

19.4 These terms and conditions were drawn up in the Dutch language. In case of any difference in interpretation between a translation and the Dutch text, the Dutch text prevails.

19.5 If Umely becomes involved in an acquisition, merger or other material change of control over the business, Umely will inform the client in writing at least 30 calendar days in advance. Existing agreements and commercial arrangements then remain fully in force for the agreed term. The client has the right to terminate the agreement within 90 calendar days of notification if the change of control is reasonably unacceptable to the client.

19.6 If Umely ceases its activities for any reason or can structurally no longer meet its obligations under the agreement, Umely will transfer the materials necessary for the operation of the delivered services free of charge to the client or a party designated by the client. Materials include in any case: source code (insofar as developed), configurations, data and documentation, all insofar as applicable to the delivered services. Insofar as source code is provided in that transfer, Umely simultaneously grants the client a perpetual, worldwide, non-exclusive, royalty-free licence to use that source code, including the right to have the source code modified and maintained by third parties. Ownership rights in the source code remain with Umely; this provision expressly does not entail a transfer of intellectual property rights. The transfer and licence take place in such a way that the client can continue the services independently or have them continued by another party. Umely offers reasonable support for this for a maximum of 90 calendar days after termination.

19.7 During the term of the agreement and for twelve months after it ends, the client will not employ, or otherwise engage directly or indirectly, the employees, freelancers or other persons engaged by Umely who have been involved in performing the agreement, without prior written consent from Umely. In case of breach, the client forfeits an immediately payable penalty of EUR 10,000 per breach, increased by EUR 1,000 for each day the breach continues, without prejudice to Umely’s right to full compensation.

Annex A: Sub-processors and data locations

The table below shows the sub-processors Umely uses as standard for the services, stating their role, the location of the servers, the access model and retention periods. Changes to this list are reported to the client in writing at least 30 calendar days in advance. If the client sets different or stricter data residency requirements, for example full EU sovereignty without US cloud processing, Umely offers a self-hosted variant on request. That variant is quoted separately.