Terms of Service

InitLabs: Initlabs B.V., established in Wijchen, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 95157565.

Client: the company, organisation or professional that enters into an Agreement with InitLabs.

Agreement: the agreement between InitLabs and the Client, consisting of the accepted Quote or signed contract, these Terms of Service and, where applicable, the DPA and any service level agreement.

Quote: a written offer by InitLabs describing the Services, scope, fees and any specific arrangements.

Services: all services InitLabs provides under an Agreement, including staffing, software development, hosting, maintenance, support and AI Features.

Deliverables: everything InitLabs delivers to the Client under an Agreement, such as Software, designs, documentation, configurations and reports.

Software: software that InitLabs develops, configures or adapts for the Client, including source code and documentation.

Hosted Service: Software or other functionality that InitLabs runs on infrastructure it manages and makes available to the Client over the internet.

AI Feature: functionality within a Service that uses an AI model, such as a large language model, to produce Output.

Input: data the Client, its users or its end customers submit to an AI Feature, such as questions, tickets, messages and documents.

Output: content an AI Feature produces based on Input, such as answers, summaries, classifications and draft replies.

Client Data: all data the Client or its users provide to InitLabs or store in a Service, including Input, Output, knowledge sources, conversation history and any personal data contained in them.

Third-Party Provider: a party whose services InitLabs uses to deliver a Service, such as a hosting provider or an AI model provider.

DPA: the data processing agreement between InitLabs and the Client within the meaning of Article 28 of the General Data Protection Regulation (GDPR).

Professional: an IT specialist that InitLabs makes available to the Client under Module A.

Engagement: the period during which a Professional performs work for the Client through InitLabs.

Confidential Information: all non-public information that one party shares with the other in connection with an Agreement, including Client Data.

In writing: on paper or by email, including an electronic signature.

Business Day: Monday to Friday, excluding public holidays in the Netherlands.

These Terms of Service apply to all Quotes, Agreements and Services of InitLabs.

The General Part applies to every Agreement. The following modules apply in addition, to the extent the Agreement includes the related Services:

If documents that make up the Agreement conflict, the following order applies, the first prevailing over the later ones:

The general terms and conditions of the Client, under any name, do not apply and are expressly rejected.

InitLabs provides its Services to businesses, organisations and professionals acting in the course of their business. The Services are not intended for consumers.

If a provision of these Terms of Service is invalid or unenforceable, the remaining provisions stay in force. The parties will replace the invalid provision with a valid one that comes as close as possible to its purpose.

These Terms of Service are available in English and Dutch. If the two versions differ, the Dutch version prevails.

Quotes are without obligation and valid for thirty (30) days from their date, unless the Quote states otherwise.

The Agreement is formed when the Client accepts the Quote In writing, or when InitLabs starts performing the Services at the Client's request, whichever comes first.

Time and budget estimates in a Quote are indicative, unless the Quote expressly states a fixed price or a fixed delivery date.

Changes to the scope of the Services are agreed In writing. InitLabs tells the Client in advance what a requested change means for the fees and the planning. Work outside the agreed scope is charged at the agreed rates, or at InitLabs' current rates if no rates were agreed.

InitLabs performs the Services with care and to the best of its ability, in line with the state of the art. Unless the Agreement expressly promises a specific result, InitLabs commits to its best efforts, not to a result.

The Client provides, on time and free of charge, everything InitLabs reasonably needs to perform the Services, including:

If the Client does not meet its obligations under Article 4.2, InitLabs may suspend the affected work and charge the resulting additional costs. Agreed delivery dates move accordingly.

Delivery dates are target dates, unless they are expressly agreed In writing as strict deadlines. Missing a target date only places InitLabs in default after the Client has given written notice of default with a reasonable period to perform, and InitLabs has not performed within that period.

InitLabs may engage subcontractors and Third-Party Providers to perform the Services. InitLabs remains responsible to the Client for their work, subject to Article 9. For the processing of personal data, the rules on sub-processors in the DPA apply.

Fees are set out in the Agreement and may be hourly rates, fixed prices, recurring fees, usage-based fees or placement fees. All fees are in euros and exclusive of VAT.

Unless the Agreement states otherwise, InitLabs invoices as follows:

Invoices are payable within thirty (30) days of the invoice date.

If the Client does not pay on time, the Client is in default without notice of default being required. InitLabs may then charge statutory commercial interest (Article 6:119a of the Dutch Civil Code) and reasonable extrajudicial collection costs.

If an invoice remains unpaid fourteen (14) days after its due date, InitLabs may suspend the Services after notifying the Client In writing.

InitLabs may adjust its rates once per calendar year, with at least sixty (60) days' written notice.

If a Third-Party Provider raises the prices InitLabs pays for a Service, InitLabs may pass on that increase with at least thirty (30) days' written notice. If this raises the fee for that Service by more than ten percent (10%), the Client may terminate that Service as of the date the increase takes effect.

All intellectual property rights in software, tools, components, libraries, methods, templates and know-how that InitLabs owned before the Agreement or develops independently of it ("Background IP") remain with InitLabs or its licensors.

The Client retains all rights in Client Data. The Client grants InitLabs a limited, non-exclusive right to use Client Data only to the extent needed to perform the Agreement.

Who owns the Deliverables is set out in the applicable module: Article 16.4 for staffing and Article 22 for software development. Without such a rule, all rights remain with InitLabs and the Client receives a non-exclusive right of use for the purpose of the Agreement.

InitLabs may freely use the general knowledge, experience and skills it gains while performing the Agreement, provided it does not disclose Confidential Information of the Client.

The Client warrants that materials it provides to InitLabs do not infringe third-party rights, and indemnifies InitLabs against third-party claims based on such materials.

Each party keeps the Confidential Information of the other party confidential, uses it only to perform the Agreement, and shares it only with persons who need it for that purpose and are bound by equivalent confidentiality obligations.

This obligation continues for two (2) years after the end of the Agreement or the Engagement, whichever is later. For Client Data, it continues for as long as InitLabs holds that data.

The confidentiality obligation does not apply to information that:

Both parties comply with the General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (UAVG).

Where InitLabs processes personal data on behalf of the Client, for example when hosting Software, running a support desk or providing AI Features, the Client is the controller and InitLabs is the processor. The parties enter into a DPA before that processing starts. InitLabs provides a standard DPA for this purpose.

Unless agreed otherwise In writing, InitLabs stores and processes Client Data exclusively within the European Economic Area (EEA). The hosting locations and the sub-processors used are listed in the DPA.

InitLabs does not use Client Data for its own purposes, and does not sell or share it for advertising. Client Data is used only to perform the Agreement, unless the Client gives prior written consent.

InitLabs takes appropriate technical and organisational measures to secure Client Data, in line with Article 32 GDPR. The measures are described in the DPA.

InitLabs only discloses Client Data to authorities of countries outside the EEA where Union law or an international agreement to which the Netherlands is a party requires it, in line with Article 32 of the EU Data Act (Regulation (EU) 2023/2854). Where permitted, InitLabs informs the Client before disclosing.

Where InitLabs processes personal data as a controller, for example contact details of Client staff for invoicing and account management, the InitLabs Privacy Policy applies.

The total liability of InitLabs under or in connection with an Agreement, on any legal basis, is limited to the fees paid or payable under that Agreement in the twelve (12) months before the event that caused the damage. A series of related events counts as one event.

InitLabs is not liable for indirect or consequential damage, including lost profit, lost savings, business interruption and reputational damage. InitLabs is also not liable for loss or corruption of data, except where it results from InitLabs not performing backups it agreed to perform.

InitLabs is not liable for damage resulting from:

The limitations in this article do not apply to damage caused by intent or deliberate recklessness of the management of InitLabs.

A right to compensation only arises if the Client reports the damage to InitLabs In writing as soon as possible, and in any case within twelve (12) months after discovering it. Claims not reported within that period lapse.

The limitations in this article also apply to the Professionals, employees and subcontractors of InitLabs, who may rely on them directly.

Neither party is liable for failing to perform an obligation due to circumstances beyond its reasonable control, including natural disasters, pandemics, government measures, war, large-scale cyber attacks, power outages, failures of public internet infrastructure and failures of Third-Party Providers.

If force majeure lasts longer than sixty (60) days, either party may terminate the affected part of the Agreement In writing, without any obligation to pay damages. Work already performed remains payable.

The term of the Agreement is set out in the Quote. If the Quote does not specify a term:

After the initial term, either party may terminate recurring Services In writing with thirty (30) days' notice, effective at the end of a calendar month.

The Client may terminate a project early In writing. In that case, the Client pays for the work performed up to the termination date and for costs InitLabs cannot cancel.

Either party may terminate the Agreement with immediate effect In writing if:

On termination, all outstanding invoices remain payable. Provisions intended to survive termination, including those on confidentiality, intellectual property, liability, data protection and exit, remain in force.

On termination of a Service in which InitLabs holds Client Data, Client Data is returned and deleted as set out in Article 25 and the DPA.

Notices under the Agreement are sent In writing to the contact details stated in the Agreement. Notices to InitLabs can be sent to contact@initlabs.nl.

The Client may only transfer its rights and obligations under the Agreement to a third party with the prior written consent of InitLabs. InitLabs may transfer the Agreement to a legal successor or group company, and informs the Client of this In writing.

Unless the Client objects In writing, InitLabs may name the Client as a client and describe the project in general terms, without disclosing Confidential Information.

Failure by a party to enforce a right does not mean it waives that right.

InitLabs may change these Terms of Service. Each version is identified by a version number and date. The version in force when an Agreement is formed applies to that Agreement.

InitLabs may apply a new version to existing Agreements with at least thirty (30) days' written notice. If a change is materially to the disadvantage of the Client, the Client may terminate the affected Services as of the date the change takes effect. If the Client does not terminate, the new version applies from that date.

Changes required by law, or changes that are only to the advantage of the Client, may take effect sooner.

Previous versions of these Terms of Service are available from InitLabs on request.

The Agreement and these Terms of Service are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Disputes arising from or in connection with the Agreement are submitted exclusively to the competent court of the District Court of Gelderland, location Arnhem, the Netherlands.

Before going to court, the parties will first try to resolve a dispute through consultation.

Under this module, InitLabs provides the following services:

The Client:

Unless direct hire has been agreed, Professionals remain contracted to InitLabs for the duration of the Engagement. InitLabs handles payroll, benefits and administration.

During the Engagement and for twelve (12) months after it ends, the Client does not engage a Professional introduced by InitLabs directly or through a third party, unless a transition under Article 18 has been agreed.

Intellectual property rights in work a Professional creates for the Client during an Engagement, within the scope set out in the Agreement, belong to the Client. InitLabs ensures that these rights are transferred to the Client and will cooperate with any deed needed for the transfer. Background IP of InitLabs remains subject to Article 6.1.

Professionals are bound by the confidentiality obligations in Article 7.

If a Professional does not meet the agreed requirements within the first twenty (20) Business Days of an Engagement, InitLabs provides a replacement at no additional cost.

If a Professional placed through direct hire leaves the organisation of the Client within ninety (90) days, InitLabs carries out a replacement search without charging an additional placement fee.

After an Engagement of at least six (6) months, the Client may ask to employ the Professional directly. A transition fee applies, as set out in the Agreement.

The transition fee decreases in proportion to the length of the preceding Engagement. The reduction schedule is set out in the Agreement.

InitLabs develops the Software based on the specifications in the Agreement. Where the specifications are not complete at the start, the parties work them out together during the project.

InitLabs works iteratively and shows working Software early and often. The Client takes part in reviews and gives feedback on time.

Where agreed, the Client has access to the source code repository and the hosting configuration during development.

After InitLabs delivers a Deliverable or milestone, the Client has ten (10) Business Days to test it against the agreed specifications (the acceptance period).

A Deliverable is accepted when:

A Defect is a material and reproducible deviation from the agreed specifications. If the Client reports Defects within the acceptance period, InitLabs repairs them within a reasonable period and delivers again, after which a new acceptance period of five (5) Business Days applies to the repaired parts.

The Client may not withhold acceptance for minor Defects that do not prevent productive use, or for reasons not related to the agreed specifications. InitLabs repairs minor Defects under Article 21.

For three (3) months after acceptance, InitLabs repairs Defects in the Software free of charge, provided the Client reports them In writing with a reproducible description.

The warranty does not cover Defects caused by:

InitLabs does not warrant that the Software is free of errors or will run without interruption. Support after the warranty period is provided under a separate maintenance agreement or at the agreed rates.

Unless the Quote states otherwise, the intellectual property rights in Software that InitLabs develops specifically for the Client transfer to the Client once the Client has paid all fees for that Software. This article serves as the deed of transfer within the meaning of Article 2 of the Dutch Copyright Act. Until full payment, the Client has a non-exclusive right to use the Software.

The Quote may state that InitLabs retains ownership of the Software, for example when the Software is built on a platform of InitLabs. In that case, the Client receives a non-exclusive licence to use the Software for the duration and purpose set out in the Quote.

Background IP that InitLabs uses in the Software remains with InitLabs. The Client receives a perpetual, non-exclusive licence to use that Background IP as part of the Software. The Client may only transfer this licence together with the Software.

The Software may contain open source components, which are subject to their own licences. On request, InitLabs provides an overview of the components and licences used. InitLabs does not use components whose licence would require the Client to publish its own source code, unless the Client agrees In writing.

After full payment, InitLabs delivers the source code and the documentation needed to maintain the Software to the Client, unless Article 22.2 applies.

To the extent permitted by law, InitLabs waives its moral rights (Article 25 of the Dutch Copyright Act) in Software whose rights transfer to the Client.

InitLabs makes the Hosted Service available to the Client as described in the Agreement, including hosting, monitoring, security updates and backups to the extent agreed.

The Hosted Service runs in data centres within the EEA. The locations are listed in the Quote and the DPA. InitLabs does not move the Hosted Service or Client Data outside the EEA without the prior written consent of the Client.

InitLabs makes reasonable efforts to keep the Hosted Service available. Availability targets, response times and service credits only apply if they are set out in a service level agreement. Where they are, the service credits are the only compensation for not meeting the availability targets, unless Article 9.4 applies.

InitLabs announces planned maintenance that affects availability at least five (5) Business Days in advance and carries it out outside office hours where possible. Urgent security updates may be applied without notice.

InitLabs makes backups of Client Data as set out in the Agreement or the DPA.

InitLabs may change the functionality of the Hosted Service. Changes that materially reduce functionality the Client relies on are announced at least thirty (30) days in advance.

InitLabs may temporarily suspend access to the Hosted Service, as far as necessary, in case of a security threat, abuse, a breach of Article 24, or non-payment under Article 5.5. InitLabs informs the Client promptly and restores access once the reason has been resolved.

The Client is responsible for its users, for keeping login credentials secret, and for the data the Client and its users store in the Hosted Service. The Client informs InitLabs promptly of any suspected unauthorised access.

The Client does not use the Hosted Service, and ensures its users do not use it, to:

The Client indemnifies InitLabs against third-party claims arising from use of the Hosted Service in breach of this article.

During the Agreement, the Client can export its Client Data at any time in a structured, commonly used and machine-readable format.

When the Agreement ends, or when the Client wants to switch to another provider or to its own infrastructure, InitLabs:

The Client may start a switch with a notice period of no more than two (2) months.

InitLabs does not charge for exporting Client Data or for switching. Additional work the Client asks for beyond what is described in this article is charged at the agreed rates.

This article implements the switching obligations of Chapter VI of the EU Data Act (Regulation (EU) 2023/2854), to the extent those apply to the Hosted Service.

The Quote and the DPA state which AI models are used, who provides them and where they run. Unless agreed otherwise In writing, InitLabs only uses AI models that run within the EEA, either on infrastructure InitLabs manages or through a provider established in the EEA.

InitLabs may replace an AI model with an equivalent or better model, for example a newer version. InitLabs informs the Client in advance. If the replacement involves a new sub-processor, the objection procedure in the DPA applies.

InitLabs does not use Input, Output or other Client Data to train or improve AI models for other clients or for general purposes, and only uses Third-Party Providers that contractually commit to the same. Adapting an AI Feature to the Client, for example by indexing its knowledge sources or fine-tuning a model, only happens on the instructions of the Client and exclusively for the Client.

Indexes, embeddings and fine-tuned models created from Client Data count as Client Data. They are deleted or returned under Article 25.

InitLabs logs Input and Output only to the extent needed to provide, secure and improve the AI Feature for the Client and to handle incidents. Retention periods are set out in the DPA.

If the fees for an AI Feature include a usage volume, usage above that volume is charged as set out in the Quote. InitLabs may apply reasonable usage limits to protect the stability and security of the Service.

Output is generated automatically and based on probabilities. It can be incorrect, incomplete, outdated or inappropriate, even when it seems convincing. InitLabs does not warrant that Output is correct or suitable for a particular purpose.

The Client remains responsible for:

InitLabs takes reasonable measures to limit the risks of AI Features, such as grounding answers in the knowledge sources of the Client, safeguards against misuse, handing over to a human, and monitoring. The measures for each Service are described in the Quote.

As between the parties, Output belongs to the Client, to the extent any rights exist in it. InitLabs does not warrant that Output is free of third-party rights or that it is protected by intellectual property rights.

Both parties comply with the obligations that apply to them under the EU AI Act (Regulation (EU) 2024/1689). The Quote states which party acts as provider and which as deployer of an AI system. If the Quote does not say, the Client is the deployer when it uses an AI Feature under its own authority.

AI Features that interact directly with people, such as chat assistants, are designed so that people are informed they are dealing with an AI system, as required by Article 50 of the AI Act. The Client does not remove or hide these notices.

The Client does not use AI Features for practices prohibited by Article 5 of the AI Act, or for high-risk purposes listed in Annex III of the AI Act, such as recruitment and selection, assessing creditworthiness or deciding on access to essential services, unless this has been agreed In writing in advance.

InitLabs provides instructions for use for each AI Feature. The Client ensures that staff who work with AI Features have sufficient AI literacy, as required by Article 4 of the AI Act.

Each party informs the other promptly of serious incidents or malfunctions of an AI Feature, and the parties cooperate on any reporting required by law.