General Terms and Conditions

Version 1.3, last updated: September 2026. The Dutch version is the authoritative text; this English version is provided for convenience.

These terms apply to the services of Aurivian B.V., Reesloot 11, 4761 LC Zevenbergen, The Netherlands, registered with the Dutch Chamber of Commerce under number 96750715 (VAT NL867746257B01). Questions? Email info@aurivian.nl or call +31 85 369 74 74. The data processing agreement (DPA) is an integral part of these terms (article 16) and is available on request and as an annex to every quotation.

Article 1. Definitions

Aurivian: Aurivian B.V., the user of these terms. Client: the party with whom Aurivian concludes an Agreement. Agreement: the arrangement for the supply of the digital workplace and related services. Service: the sovereign digital workplace supplied by Aurivian (including files and documents, email, AI chat, telephony, back-up and management), as described in the Agreement. Environment: the server or infrastructure on which the Service runs for the Client. Quotation: the offer issued by Aurivian. SLA: the Service Level Agreement setting out the service level. Where these terms refer to the Agreement, this also includes the signed services agreement with its annexes (these terms, the data processing agreement and the SLA).

Article 2. Applicability

These terms apply to all quotations, Agreements and deliveries by Aurivian. Deviations apply only if agreed in writing; any purchasing or general terms of the Client are rejected. Aurivian provides these terms and the data processing agreement before or upon entering into the Agreement, as an annex to every quotation.

Article 3. Quotation and formation

Quotations are without obligation and valid for 15 days, unless stated otherwise. The Agreement is formed by written acceptance (including by email) or when we begin performance.

Article 4. Prices and payment

Prices are in euros, excluding VAT, unless stated otherwise. Recurring fees are invoiced monthly in advance. Payment is made within 14 days of the invoice date; in the event of late payment the Client is in default by operation of law and owes the statutory commercial interest and reasonable collection costs. Aurivian may index recurring rates annually; a substantial increase is announced in advance and gives the Client the right to terminate as at the effective date. We collect the monthly fee in principle by SEPA direct debit, for which the Client provides a mandate at the start; one-off amounts (such as start-up or migration) are paid per invoice.

Article 5. Performance and availability

Aurivian provides the Service with care (obligation of means). Arrangements on availability, maintenance and response times are set out in the Agreement or the SLA; without an SLA we provide the Service on a best-efforts basis without guaranteed uptime. We announce planned maintenance in good time and carry it out outside office hours where possible. The fee includes a fixed monthly allowance for help and questions, depending on the package; onboarding and resolving malfunctions fall under management and do not count against it. Help beyond the allowance and work outside management and maintenance is additional work, which we agree in advance and charge on the basis of actual costs at the applicable hourly rate (currently 100 euros per hour, excluding VAT).

Article 6. Access and management

Aurivian's access to the Environment is limited to management and maintenance, runs via a delegated, revocable management account over a secure channel and is logged. The Client can revoke the management access at any time; Aurivian can then no longer maintain the Service and is not liable for the consequences. If Aurivian provides elevated or direct access on request with which the Client can itself change or damage the Environment, the Client bears the risk from that moment for damage, malfunctions or data loss arising from its own conduct; recovery of this is additional work.

Article 7. Location of the Environment

By default the Environment runs on a server managed by Aurivian in the European Economic Area (EEA). On request we provide the Service on an own server at the Client (on-premises), under the applicable conditions. In all cases the data remains within the EEA. If Aurivian supplies hardware for rent, it remains Aurivian's until any acquisition; after delivery and installation the Client bears the risk and insures the hardware for at least its replacement value. At the end the Client may acquire the rented hardware for its residual value. If the Client supplies the hardware itself, the Client remains responsible for that hardware and the physical environment; the service level in that case is set out in the SLA.

Article 8. Client obligations

The Client uses the Service lawfully, ensures a valid legal basis for the data it processes and keeps login credentials confidential, and provides in good time the cooperation and information we reasonably need. The Client does not use the Service for unlawful, infringing or criminal purposes, does not distribute malicious software or unsolicited bulk messages, and does not disproportionately burden the Environment. The Client is responsible for use by its employees and end users and for the content it places. If the Client uses the AI features, it remains responsible for reviewing the output before use and for its lawful deployment. In the event of misuse, an acute security risk or payment default, Aurivian may suspend the Service in whole or in part, where possible after warning; the payment obligation continues and Aurivian is not liable for damage from such a justified suspension.

Article 9. Maintenance, updates and changes

Aurivian keeps the Service up to date with security updates and may change the Service and the software used; material changes that adversely affect the Client are announced in advance.

Article 10. Data, back-up and data exit

The data and back-ups are and remain the property of the Client. We use them solely to provide the Service and do not train any AI on them. We make periodic, encrypted back-ups. At the end of the Agreement we make the data available in a common format (data exit) and thereafter delete all data irrevocably and completely, with a deletion statement on request, subject to statutory retention obligations. The Service runs on open-source software, so there is no closed platform; on request we provide at the end a description of the set-up, so that another competent administrator can continue the environment. The Client's passwords and access rights remain with the Client.

Article 11. Confidentiality

The Parties treat each other's confidential information confidentially, also after the end of the Agreement.

Article 12. Intellectual property

The rights to the scripts, configurations and documentation used by Aurivian rest with Aurivian; the Client receives a non-exclusive right of use for the duration of the Agreement. The Client is not permitted to copy or have rebuilt our configurations, scripts, images and deployment automation, other than as necessary for the agreed use. This leaves the Client's rights to its own data unaffected: your own data is and remains yours and you can always take it with you; what remains Aurivian's is the way we build and manage your environment.

Article 13. Liability

Aurivian's liability is limited to the amount that our liability insurer pays out in the relevant case, plus the deductible. If no payment is made, liability is limited per event to the fees paid over the last 12 months and per calendar year to twice that amount. Aurivian is not liable for indirect damage. These limitations do not apply in the event of intent or wilful recklessness and without prejudice to mandatory law and data protection law. Liability arises only after proper written notice of default with a reasonable period, unless performance is permanently impossible. A claim lapses if the Client does not report the damage in writing within 30 days of discovery, and in any event within twelve months of the event.

Article 14. Force majeure

In the event of force majeure (including failures at suppliers, power or network outages and cyberattacks by third parties) we suspend the obligations. If the force majeure lasts longer than 60 days, either party may dissolve the Agreement without any obligation to pay damages.

Article 15. Duration, renewal and termination

The Agreement has an initial term of one or two years and thereafter continues for an indefinite period, terminable monthly with a one-month notice period. Either party may terminate immediately in the event of a material, non-remedied failure or bankruptcy of the other. The start-up fee and the linked term discount are set out in the quotation; if the Client terminates before the end of the chosen term (other than due to a failure of Aurivian), the Client repays the waived part pro rata and remains liable for the fee over the remaining term, less what we demonstrably save in variable costs. This is a financial arrangement, not a technical lock-in: you can always take your data with you. If Aurivian supplies the GPU hardware for the AI, a minimum term stated in the quotation applies.

Article 16. Processing of personal data

The data processing agreement (DPA) applies to the processing of personal data and forms an integral part of the Agreement. In the event of a conflict regarding data protection, the DPA prevails.

Article 17. Indemnification

The Client indemnifies Aurivian against third-party claims arising from the data placed or processed by the Client, from use in breach of the Agreement or the law, or from the absence of a valid legal basis on the Client's side, except insofar as the claim results from intent or wilful recklessness of Aurivian.

Article 18. Engagement of third parties

Aurivian may engage third parties in the performance and remains responsible towards the Client for performance. If those third parties process personal data, the sub-processor arrangement of the data processing agreement applies.

Article 19. Assignment

The Client may not assign rights and obligations to a third party without our written consent. Aurivian may transfer the Agreement to a party that continues its business or the service, informs the Client of this in advance, and keeps the protection of the data at least equivalently safeguarded.

Article 20. Amendment of these terms

Aurivian may amend these terms. A change that materially and adversely affects the Client is announced at least 30 days in advance, with a right of termination as at the effective date. Changes of minor importance or changes due to amended laws or regulations apply without a right of termination.

Article 21. Order of precedence and entire agreement

The Agreement with its annexes is the entire arrangement and replaces earlier arrangements on the same subject. In the event of a conflict, the order is: first the services agreement, then the quotation, then the SLA, then the data processing agreement, then these terms. The data processing agreement always prevails insofar as it concerns the protection of personal data.

Article 22. Survival

Provisions that by their nature continue to apply after the end of the Agreement remain in force, including confidentiality, intellectual property, liability, indemnification, and applicable law and disputes.

Article 23. Partial nullity

If a provision is void or voidable, the remaining provisions continue to apply and the Parties replace that provision with a valid one that approximates the intent as closely as possible.

Article 24. Solicitation of personnel

During the Agreement and for one year thereafter, the Parties do not employ personnel of the other without written consent, other than through a general recruitment expression not directed at the other.

Article 25. Reference

Aurivian may use the name and logo of the Client as a reference in general, non-confidential expressions. The Client may object to this in writing, after which we cease this use.

Article 26. Applicable law and disputes

Dutch law applies to the Agreement. We submit disputes to the competent court of the District Court of Zeeland-West-Brabant, Breda location.