Laava B2B Terms and Conditions

These terms and conditions apply exclusively to business clients and partners to whom Laava provides services. A signed master agreement, Project Order, data processing agreement or specific annex prevails for the subject matter it governs.

Laava B.V., Kaap Hoorndreef 66, 3563 AW Utrecht, the Netherlands. KVK: 97025356. VAT: NL867879439B01. Contact: [email protected].

1. Applicability, offers and formation

1.1 These terms apply to business quotes, Project Orders and services provided by Laava in the areas of consulting, architecture, software, data, integrations, AI systems, agents, workflows, platform services, implementation, infrastructure, hosting guidance, support and training.

1.2 Within a partner relationship, these terms apply only to services that Laava provides to the partner. They do not independently govern services or obligations of the partner towards Laava or an end client.

1.3 A signed master agreement, Project Order, data processing agreement, go-live decision or other specific annex prevails in the event of a conflict for the subject matter it governs.

1.4 General terms, procurement terms, SLAs and other terms of the client are rejected unless Laava expressly accepts a specific provision in writing in advance.

1.5 A quote is non-binding and expires after thirty calendar days unless stated otherwise. Obvious errors, typographical errors and calculation errors do not bind Laava.

1.6 An engagement is formed by signature, written acceptance, an order confirmation or when Laava starts performance at the written request of an authorised contact person.

1.7 In these terms:

• Deliverable: a specifically described result to be delivered;
• Additional Work: work outside the agreed scope or assumptions;
• Personal Data: personal data within the meaning of the GDPR;
• Production Data: data from or intended for actual operational use, including Personal Data and confidential business information;
• Project Order: a quote, statement of work, order confirmation or other written project specification;
• Confidential Information: non-public information whose confidential nature is known or should reasonably be apparent; and
• Business Day: Monday through Friday, excluding generally recognised public holidays in the Netherlands.

2. Performance and cooperation

2.1 Laava performs the engagement with due care and professional skill. Unless a specific result is expressly guaranteed, Laava has an obligation to use reasonable endeavours.

2.2 Laava may use employees, independent contractors and suppliers and remains responsible for its own contractual performance. Sub-processors are used only in accordance with the applicable privacy arrangements.

2.3 Deadlines are target dates unless expressly designated as binding in writing. A deadline starts only when the required information, access, payment, test data and decisions are available.

2.4 The client provides accurate and complete information, access, accounts, test data, decisions and authorised contacts on time. The client warrants that it is authorised to make supplied data, materials, content, brands, code and instructions available for the agreed purpose.

2.5 The client remains responsible for the lawfulness and quality of its source data, the security of its own devices and accounts, and appropriate human review of AI output where the context requires this.

2.6 Laava may suspend performance while required cooperation is missing. Reasonable waiting time, remediation and replanning may constitute Additional Work.

3. Changes and Additional Work

3.1 A change constitutes Additional Work if it falls outside the recorded scope, assumptions, volumes, integrations, environments, acceptance criteria or feedback rounds.

3.2 Laava reports foreseeable Additional Work as early as possible and states the expected impact on price, planning and risk. Additional Work is performed after written approval, except under a pre-agreed emergency mandate or in the event of an immediate security or continuity risk.

3.3 An urgent oral request performed at the request of an authorised contact may be confirmed in writing afterwards and invoiced at the agreed rate.

4. Prices, external costs and payment

4.1 Prices exclude VAT, travel and accommodation expenses and external provider, licence, cloud, AI, voice, storage, telephone and transaction costs, unless stated otherwise in writing.

4.2 External costs may be contracted directly by the client or recharged by Laava. Laava may require advance approval or an advance payment for non-cancellable or variable external costs.

4.3 A fixed price applies only to the described scope and assumptions. An indication, estimate of hours, roadmap or budget direction is not a fixed price.

4.4 Invoices are payable within thirty calendar days unless a shorter period is agreed in writing.

4.5 An objection to an invoice must be reported with specific grounds within ten calendar days and suspends only the demonstrably disputed part.

4.6 In the event of late payment, the statutory commercial interest and reasonable extrajudicial and judicial collection costs are due. After a warning and reasonable cure period, Laava may proportionately suspend work or platform access while observing a safe wind-down.

4.7 Fees for continuing services may be indexed once per calendar year in accordance with the percentage change in the CBS services price index most applicable to IT services. Indexation is at least 0% and at most 8% and is announced in writing at least sixty calendar days in advance. If the index ceases to exist or demonstrably ceases to be appropriate, the parties will reasonably select a comparable CBS index.

5. Delivery, acceptance and warranty

5.1 The client tests a Deliverable against the written acceptance criteria within ten Business Days after notification that it is ready.

5.2 A rejection identifies a specific, reproducible and material deviation, refers to the criterion not met and includes relevant test information. Requests, optimisations, changed views and deviations for which no criterion was recorded are not valid grounds for rejection.

5.3 Minor defects that do not materially prevent normal use do not block acceptance.

5.4 A Deliverable is deemed accepted upon written approval, production use, expiry of the test period without a valid rejection, or failure to submit a reasoned renewed rejection within five Business Days after remediation.

5.5 Unless specifically agreed otherwise, the warranty period is thirty calendar days after acceptance for reproducible errors that already existed at acceptance.

5.6 The warranty does not cover changes by the client or third parties, changed source data or knowledge bases, provider or model changes, use outside scope, new legislation, normal optimisation or incompatibility caused by a client system.

6. Intellectual property, data and platform use

6.1 All intellectual property rights remain with their rights holder unless a signed Project Order provides for a specific transfer.

6.2 Laava retains all rights to its platform, SDK, runtimes, Control Plane, generic software, libraries, connectors, schemas, adapters, tool contracts, prompts, evaluation and deployment frameworks, infrastructure, templates, methodologies, documentation, knowhow and generic improvements.

6.3 After full payment, the client receives the right to use and export expressly designated client-specific configuration and Deliverables as recorded in the Project Order. This does not grant any right to underlying platform code or generic components.

6.4 Production use of the Laava Platform requires an active, paid agreement for the relevant organisation, environments, agents, workflows and use cases. Unless expressly agreed otherwise, there is no right to source code, independent hosting, reverse engineering, transfer or use for third parties, except as required by mandatory law.

6.5 For the duration of the engagement, the client grants Laava a non-exclusive right to use client materials for performance, testing, security, acceptance, support, export and exit and, for Personal Data, only within documented instructions.

6.6 Open-source software and third-party materials remain subject to their own licences.

6.7 Laava may reuse technical knowledge, fixes and generic patterns provided that no client material, Personal Data, Confidential Information or recognisable client-specific business logic is reused.

7. AI systems

7.1 AI output may be incorrect, incomplete, inconsistent or biased. The client applies appropriate human review and does not base any decision with legal effect or a similarly significant effect exclusively on AI output unless a separate risk and compliance assessment has been agreed.

7.2 Laava does not guarantee a specific model, model version, cost level, speed, uptime, degree of automation, error-free result or commercial effect unless expressly recorded as an acceptance criterion or SLA.

7.3 AI systems must not be used for prohibited, misleading, discriminatory, unlawful or non-contracted purposes. The client must not enter unnecessary special-category Personal Data, secrets or credentials.

7.4 Where individuals interact directly with an AI system, the parties provide appropriate transparency, human escalation and a practical stop route within their actual roles.

7.5 If a provider discontinues or materially changes a model, Laava may propose a reasonable alternative. Migration and retesting may constitute Additional Work.

8. Privacy, security and confidentiality

8.1 Each party complies with its own privacy obligations. Where Laava processes Personal Data as a processor or sub-processor, the parties record at least the subject matter, duration, nature, purpose, data categories, data subjects, instructions, security, sub-processors, transfers, retention and deletion in writing before processing starts.

8.2 Laava implements appropriate technical and organisational measures proportionate to the risk and the service. Certification, penetration testing, specific RTO/RPO or 24/7 monitoring applies only if agreed in writing.

8.3 Production Data is processed only after the actual privacy chain, authorisation for sub-processors, providers, regions, transfers, security settings, retention and deletion have been confirmed in writing.

8.4 The client immediately reports suspected security incidents affecting the service and does not change production configuration without an appropriate change procedure.

8.5 The parties keep Confidential Information confidential and use it only for the engagement. The obligation does not apply to information demonstrably in the public domain, independently developed, or lawfully received without an obligation of confidentiality.

8.6 Disclosure required by law is permitted after the other party has been informed in advance, to the extent allowed, and the disclosure has been limited to what is necessary.

9. Third parties, providers and client systems

9.1 External systems and providers may change their service, model, prices, terms, API, region or functionality. Laava is not liable for their independent failure but, within scope, assists with analysis, mitigation and a reasonable alternative.

9.2 Where the client prescribes a provider or system, the client bears the associated suitability, licensing, continuity and compliance risks, except for errors made by Laava in the agreed configuration.

9.3 After notice, Laava may replace an unsafe or unavailable component with a reasonable alternative. Material migration costs are discussed in advance.

10. Liability and insurance

10.1 Liability is limited to direct loss. For a one-off engagement, the ordinary limit is the amount paid and payable under that engagement, excluding VAT. For a continuing service, the ordinary limit is the amount paid and payable for the affected service in the twelve months preceding the event causing the loss. Related events are subject to one limit.

10.2 For direct loss caused by an attributable breach of confidentiality, intellectual property rights, a data processing agreement or expressly agreed security obligations, twice the limit in article 10.1 applies.

10.3 The parties may agree a higher limit in writing for a demonstrably higher risk, provided that the associated price, measures and insurability are taken into account.

10.4 Laava is not liable for indirect loss, consequential loss, lost profits, missed savings, reputational damage, loss of goodwill or loss of data, except to the extent that data recovery was expressly Laava's responsibility.

10.5 The limitations do not apply to intent or wilful recklessness of Laava's statutory management or management responsible for the performance, payment obligations, or liability that cannot be limited under mandatory law.

10.6 The client enables Laava to mitigate loss and remedy a breach as soon as possible. A claim expires twelve months after the event unless legal proceedings were instituted earlier or mandatory law provides otherwise.

10.7 For an engagement involving Production Data, managed platform use or an increased liability limit, the parties confirm in advance which business, professional and, where needed, cyber cover is appropriate and available. If the relevant cover is insufficient, the parties agree additional risk mitigation or do not start the risk-bearing part. Insurance does not extend contractual liability.

11. Force majeure

11.1 A party is not liable for a failure that results directly from a circumstance beyond its reasonable control and that it could not prevent or overcome despite reasonable precautions.

11.2 The affected party informs the other party as soon as possible, mitigates the consequences and resumes performance as soon as reasonably possible.

11.3 If the force majeure lasts longer than sixty calendar days, either party may terminate the affected part. Work performed and unavoidable external costs remain payable.

12. Suspension, termination and exit

12.1 After a warning, Laava may proportionately suspend performance in the event of late payment, missing cooperation, unlawful use or a serious privacy, security or continuity risk.

12.2 Either party may terminate after a specific notice of default and a reasonable cure period of at least fourteen calendar days.

12.3 Immediate termination is permitted in the event of bankruptcy, cessation of business, manifestly unlawful use or a serious privacy or security risk that cannot be remedied.

12.4 Upon termination, the client pays for work performed, accepted milestones, non-cancellable costs and agreed exit work.

12.5 Laava provides available client data and agreed exportable client-specific configuration in a commonly used, reasonably usable format. Additional migration, mapping, clean-up, rebuilding or assistance may be performed at the applicable rate. Platform code, SDK, Control Plane and generic components are not transferred.

12.6 Laava does not impose unreasonable technical or contractual switching barriers.

13. Personnel and publicity

13.1 During the engagement and for twelve months thereafter, the parties will not actively solicit employees or regular independent contractors of the other party who were directly involved. General job advertisements and unsolicited applications are excluded.

13.2 A party's or end client's name, logo, testimonial, results or case study may be used as a marketing reference only with prior written permission.

14. Final provisions

14.1 The client may not transfer rights and obligations without Laava's written permission. Laava may transfer within its group or in connection with the sale of substantially all of its business, provided that the successor assumes the obligations in writing.

14.2 Electronic communications and demonstrably reliable electronic signatures are permitted.

14.3 If a provision is invalid, the remaining provisions remain in effect. The parties replace it with a valid provision that reflects its purpose and intent as closely as possible.

14.4 The legal relationship is governed by Dutch law. The parties first attempt to resolve a dispute at management level for at least fifteen Business Days. The competent court of the District Court of Midden-Nederland, location Utrecht, then has exclusive jurisdiction, subject to mandatory law.

14.5 If the Dutch text differs from a translation, the Dutch text prevails.