General terms and conditions

1. Definitions

Musketier Solutions: Musketier Solutions B.V., registered with the Dutch Chamber of Commerce under number 42134028.

Client: the organisation that enters into, or wants to enter into, an Agreement with Musketier Solutions.

Agreement: every arrangement between Musketier Solutions and the Client about Services, together with the quote or proposal it belongs to.

Services: everything Musketier Solutions does or makes available for the Client, such as advice, development, implementation, management and the use of software and AI agents.

Results: what Musketier Solutions makes for the Client, such as configurations, instructions, integrations, software and documentation.

2. Applicability

These terms apply to every quote, every proposal and every Agreement of Musketier Solutions. Deviations apply only if they are agreed in writing. An email counts as writing.

The Client’s own general terms do not apply, unless Musketier Solutions accepts them expressly and in writing.

If a provision of these terms is void or annulled, the other provisions remain in force. The parties then agree on a replacement that comes as close as possible to the intention of the original.

If the Dutch text of these terms and a translation differ, the Dutch text prevails.

3. Quotes and how an Agreement is made

Quotes and proposals of Musketier Solutions are without obligation and valid for thirty days, unless they state another period.

An Agreement is made when the Client accepts a quote or proposal in writing, or when Musketier Solutions starts the work at the Client’s request.

An obvious mistake or typing error in a quote does not bind Musketier Solutions.

4. Performance

Musketier Solutions performs the Agreement carefully and to the best of its ability. Unless a result has been expressly promised, it is an obligation of effort.

Musketier Solutions may engage third parties for the work, such as suppliers of hosting and software. It chooses them carefully and remains responsible to the Client for its own obligations.

Stated periods and schedules are target dates. If a period threatens to be exceeded, Musketier Solutions says so as soon as possible. Exceeding a period entitles the Client to dissolve the Agreement only after the Client has set a reasonable new period in writing and that period has also passed.

5. The Client’s cooperation

The Client provides in time the information, data, access and cooperation the work requires, and vouches for their accuracy.

If that does not happen, Musketier Solutions may suspend the work and charge the extra time and costs that follow.

6. Changes and additional work

If the Client wants to change or extend the assignment, the parties agree on it in writing. Musketier Solutions says in advance what the change costs and what it means for the schedule.

Musketier Solutions charges additional work at the agreed rates, or otherwise at its usual rates, and only after the Client has agreed to it.

7. Prices and payment

All prices are in euros and exclude VAT. A fixed price per part is stated in the quote. Other work is charged at the agreed rates.

Fees for ongoing services, such as subscriptions and management, are invoiced monthly in advance, unless agreed otherwise.

The Client pays within fourteen days of the invoice date. After that, the Client owes the statutory commercial interest without notice of default, and the reasonable costs of collection.

If payment is still not made after a reminder, Musketier Solutions may suspend its Services until it is.

Musketier Solutions may adjust the rates of ongoing services once a year. It announces this at least thirty days in advance. If the increase exceeds five percent, the Client may cancel the service concerned as of the date the increase takes effect.

8. AI agents and their output

Musketier Solutions uses AI agents and language models. It sets them up carefully, with instructions and checks that fit the application. Even so, what an AI agent produces or proposes can be wrong or incomplete.

Decisions and the use of the output remain the Client’s responsibility. Where output affects customers, money, rights or people, an employee of the Client checks it before it is used, unless the parties agree otherwise in writing.

Musketier Solutions does not use the Client’s data to train language models, unless the Client agrees to that in writing.

9. Data, knowledge and ownership

The Client’s data and knowledge remain the Client’s, such as customer and business data, documents, sources and process descriptions. The Client can always export them in a common format.

The intellectual property rights in the software, the platform, the methods and the general building blocks Musketier Solutions uses remain with Musketier Solutions or its licensors. The Client may use the Services, such as AI agents on the Musketier Solutions platform, for its own organisation during the term of the Agreement.

After payment, the Client may keep using Results that Musketier Solutions makes especially for the Client (custom work), such as software, integrations and documentation, for its own organisation for an indefinite period, also after the Agreement has ended.

If it has been agreed that custom work becomes the Client’s, the rights in it transfer as soon as the amount due for it has been paid.

Musketier Solutions may use the general knowledge and experience it gains on an assignment for other assignments too, without sharing the Client’s data or confidential information.

The Client warrants that what it supplies does not infringe the rights of others, and indemnifies Musketier Solutions against third-party claims about it.

10. Personal data

If Musketier Solutions processes personal data on the Client’s behalf, the parties conclude a data processing agreement. It states where the data is processed and which sub-processors are involved. If the data processing agreement and these terms conflict, the data processing agreement prevails.

How Musketier Solutions handles the data of visitors to its website is set out in the privacy statement.

11. Confidentiality

The parties keep each other’s confidential information secret and use it only for the Agreement. This does not apply to information that is already public, that a party already had, or that a party must disclose under the law or a court ruling.

This duty continues after the Agreement has ended.

12. Availability and maintenance

Musketier Solutions makes ongoing services, such as AI agents on its platform, as available as it reasonably can. It does not guarantee uninterrupted operation, unless the parties agree a service level in writing.

Musketier Solutions may maintain, secure and improve the Services. Planned maintenance that noticeably affects availability is announced in advance where possible.

13. Liability

The liability of Musketier Solutions is limited to compensation for direct damage, up to at most the amount the Client paid for the Agreement concerned in the twelve months before the event that caused the damage, excluding VAT.

Musketier Solutions is not liable for indirect damage, such as consequential damage, lost profit, missed savings, loss of data and damage from business interruption.

These limits do not apply in the case of intent or deliberate recklessness of the management of Musketier Solutions.

The Client reports damage as soon as possible and in writing. A claim for compensation lapses twelve months after the Client knew or could have known of the damage.

14. Force majeure

Musketier Solutions need not perform an obligation while a circumstance that cannot be attributed to it prevents it, such as failures at suppliers of energy, internet or hosting, cyberattacks, government measures or illness.

If force majeure lasts longer than sixty days, either party may dissolve the Agreement in writing, without either owing compensation.

15. Term and termination

An assignment for a project ends when the work has been delivered and paid for. Ongoing services run for an indefinite period and can be cancelled per month with a notice period of one calendar month, unless the Agreement sets another term or period.

Either party may terminate the Agreement in writing with immediate effect if the other party goes bankrupt, applies for or is granted a suspension of payments, or fails to meet an essential obligation and does not remedy it after a written notice with a reasonable period.

When an ongoing service ends, the service stops. The Client can export its own data and knowledge until thirty days after the end. After that Musketier Solutions deletes them, unless the law requires keeping them. If Musketier Solutions helps with a move to another party or to the Client’s own management, that is done for a fee agreed in advance.

16. Applicable law and disputes

Dutch law applies to these terms and to every Agreement.

The parties first try to resolve a dispute together. If that fails, the competent court in the district where Musketier Solutions is established decides.

17. Changes to these terms

Musketier Solutions may change these terms. A new version applies to new Agreements, and to running Agreements from thirty days after Musketier Solutions has notified the Client of it. If the Client does not agree, the Client may cancel the Agreement concerned as of the date the new version takes effect.