Last Updated: September 18, 2026 — Revision 2
These terms govern business services provided by Digilize Agency B.V. They apply exclusively to business clients.
B2B Scope Disclaimer: These Terms apply exclusively to business clients (legal entities and natural persons acting in a professional or commercial capacity). We do not contract with consumers.
Digilize Agency B.V. Nassaulaan 68a, Haarlem, 2011 PE, Netherlands Chamber of Commerce (KvK) Number: 96975903 VAT Number: NL867857572B01 Email: info@digilize.agency Phone: +31 23 369 9037
Download this version (.txt)Digilize Agency B.V. provides agreed AI consultancy, custom development, design, automation, AI tooling, marketing and consulting engagements. These Terms also cover Digilize Core software, on-site deployment and managed infrastructure under the Odin name, and hosted Core where separately agreed. A description of a service on the website is not an undertaking to supply it; the signed Agreement defines the purchased service.
The signed proposal or order confirmation (the Agreement) identifies the services, deliverables, acceptance criteria, dependencies, milestones, fees, payment schedule and authorised project contacts. Only expressly included services are owed. Business days are Monday to Friday, excluding Dutch public holidays. Written communication includes email to the designated contacts; assignments of intellectual property and changes requiring signatures must be signed, including by valid electronic signature. Digilize performs with the care and skill reasonably expected of a professional service provider. An obligation to achieve a specific result exists only where expressly agreed. Forecasts of revenue, rankings, conversions, savings or AI accuracy are not guarantees. The Client provides timely, lawful instructions, materials and access and remains responsible for business decisions and use outside the agreed purpose.
Invoices are issued at the milestones or intervals in the Agreement and are payable in EUR by bank transfer within 30 calendar days after receipt, unless the Agreement specifies another lawful period. Acceptance is an invoicing milestone only if expressly stated; it does not restart or postpone an existing invoice due date. Deposits are credited against the agreed fees. Unless the Agreement expressly specifies another trigger, an instalment or balance linked to delivery becomes invoiceable when Digilize gives written delivery notice and makes the relevant working deliverable accessible to the Client for review, together with the access and instructions reasonably necessary to test it. The deliverable must substantially conform to the agreed scope and specifications for that milestone. Client approval, completion of the review period, production launch or the Client's decision to begin using the deliverable is not an additional invoicing condition unless expressly agreed. Delivery triggers the invoice, not immediate payment: the agreed payment period still applies. Invoicing does not constitute acceptance or limit the review and correction procedure, remedies for material non-conformity or statutory rights to withhold a genuinely disputed amount. This clause sets no default instalment percentages and does not override an expressly agreed acceptance or launch milestone. Prices exclude VAT, which is charged at the legally applicable rate or reverse-charged where required. On overdue amounts, Dutch statutory commercial interest under Article 6:119a of the Dutch Civil Code and legally recoverable reasonable collection costs are due. The Client must promptly explain any invoice dispute and pay undisputed amounts on time. Statutory rights to withhold a genuinely disputed amount are not excluded. If an overdue payment remains unpaid after written notice allowing 14 calendar days to remedy, Digilize may proportionately suspend the affected services. Digilize gives notice of the operational consequences and resumes within a reasonable period after payment and resolution of the cause. Suspension does not authorise deletion of Client data or withholding data contrary to applicable law or the DPA.
Quotes remain open for acceptance for 30 calendar days unless stated otherwise. Late acceptance requires Digilize's written confirmation. A fixed price, once accepted, is not changed merely because exchange rates or supplier prices change. Variable usage charges, supplier pass-through costs, indexation and currency conversion apply only where the Agreement specifies the basis, source, calculation and notice procedure. Otherwise a price change requires prior written agreement. Digilize will not incur additional chargeable commitments on the Client's behalf without authority.
On-site visits and related expenses require prior written agreement. Unless the Agreement states another rate, approved travel by car is charged at EUR 0.35 per kilometre. Travel time is chargeable only at an expressly agreed rate. Accommodation and other travel costs require an approved estimate or budget and are charged at documented actual cost unless otherwise agreed.
The Client provides accurate information, lawful and properly licensed materials, necessary access, a decision-maker and timely consolidated feedback. Credentials must be shared through an agreed secure method, with access limited to what is necessary. The Client is responsible for the lawfulness of its instructions, data collection and intended use; this does not remove Digilize's own legal obligations. Unless the Agreement specifies otherwise, routine feedback is due within seven business days and requested technical access within three business days. Formal deliverable review instead follows the full 14-calendar-day acceptance procedure; the shorter routine-feedback deadline cannot curtail it. For a Client dependency that prevents work, Digilize explains the impact and requests a reasonable remedy date in writing before pausing affected work. Timelines extend by the delay and reasonable remobilisation time. Extra costs must be documented and approved at an agreed rate before being incurred; a delay does not permit unilateral scope reduction. Resources may be reassigned during a pause. Continued material failure is subject to the termination and cure procedure.
Digilize gives written delivery notice identifying the deliverable, agreed acceptance criteria, review deadline and effect of silence. The Client has 14 calendar days from receipt of both that notice and an accessible, testable deliverable to accept or report material non-conformities in writing. Reports should reasonably identify the issue; reproduction steps are required only where reasonably available. If the notice omits the deadline or effect of silence, silence alone is not acceptance. A deliverable is accepted by written approval or expiry of a properly notified review period without a reported material non-conformity. Minor issues do not prevent acceptance but remain subject to correction. Digilize remedies valid non-conformities within a reasonable period and resubmits the affected work for a fresh 14-day review limited to the correction and its effects. Acceptance does not waive latent defects, warranty obligations or non-excludable rights. Acceptance authorises invoicing only as specified in the Agreement and does not reset existing invoice due dates. Operational responsibility transfers as documented in the handover, subject to any continuing managed-service obligations.
Client materials and data: Rights in Client-supplied content, business data and company-specific knowledge remain with the Client or their existing rightsholders. Digilize receives only the rights necessary to perform the Agreement, including use by authorised suppliers under confidentiality and applicable data-protection safeguards. No right to train shared or third-party AI models on Client materials is granted by these Terms. Retained IP: Digilize retains its pre-existing and independently developed software, Digilize Core, reusable libraries, tools, templates, methods and improvements of general application, excluding Client confidential information and Client-specific rights expressly assigned. Third-party and open-source rights remain with their owners. A hardware sale or lease does not transfer software copyright. Custom deliverables: Unless a signed Agreement expressly assigns specified rights in identified custom deliverables, full payment gives the Client a perpetual, worldwide, non-exclusive licence to use, reproduce and modify those deliverables for its own business purposes, including through service providers bound by confidentiality. The licence includes embedded Digilize components only as necessary to use those deliverables. Resale, sublicensing as a standalone product and extraction of reusable Digilize components for separate commercial distribution require written permission. Mandatory statutory rights remain unaffected. An express assignment takes effect after full payment and must satisfy applicable written-deed requirements; excluded background and third-party IP is licensed, not assigned. Subscription products: Core and its subscription features are licensed only for the agreed subscription term, authorised users and deployment. The perpetual custom-deliverable licence does not apply to Core or subscription components expressly identified before contracting. Client data remains the Client's when a subscription ends, with return/export governed by the service schedule, DPA and mandatory law. AI outputs: Digilize transfers or licenses only rights it actually holds. AI-generated material may not be exclusive or copyright-protected. This does not remove Digilize's agreed review obligations or excuse infringement caused by its own breach. Source-code delivery and any escrow arrangement must be expressly identified in the Agreement.
The Agreement states an exact number of included revision rounds for each deliverable; if it does not, two rounds are included. A round is one consolidated set of feedback within the original scope. Correction of a failure to meet agreed specifications is not a chargeable revision. New features, changed specifications and additional revision rounds require a written change order confirming scope, price or rate with a budget limit, and schedule impact before work starts. The Client's authorised contact may approve by email. No unspecified standard hourly rate applies. Approved hourly work is recorded in 15-minute increments with a 30-minute minimum per separately approved task. If a change is not agreed, the existing scope continues where reasonably possible; neither party is obliged to perform the proposed change.
The Agreement identifies who contracts for, pays for and renews each required third-party licence or service. Third-party and open-source components remain subject to their own licences; Digilize cannot transfer rights it does not hold. Digilize identifies material licence restrictions relevant to the agreed use before delivery. Digilize does not guarantee independent suppliers' uninterrupted availability or unchanged prices and APIs. It remains responsible for its own agreed selection, configuration and integration work and for obligations that cannot lawfully be excluded, including applicable subprocessor obligations. An upstream fault does not automatically excuse Digilize's own breach. Digilize notifies the Client of material supplier changes affecting delivery. Adaptation outside the agreed support scope follows the change-order procedure. The Client complies with disclosed applicable supplier terms for its use; Digilize remains responsible for its own supplier agreements.
For 60 calendar days after acceptance of the relevant final deliverable, Digilize corrects, without additional fees, defects reported during that period that were present on delivery and cause a failure to meet agreed specifications. The Client provides reasonably available diagnostic information and access. Digilize first has a reasonable opportunity to repair or re-perform; if that fails, other contractual and statutory remedies remain available subject to the liability clause. An exclusion for Client changes, third-party changes, hosting, environment or misuse applies only to the extent that circumstance caused the defect. An unrelated modification does not void the warranty. This warranty does not shorten non-excludable rights or remove responsibility for latent defects under applicable law. Ongoing support, hosting, security updates, backups and emergency response are provided only to the extent expressly agreed in a service schedule. That schedule states responsibilities, support hours, response targets, exclusions and agreed charges. There is no implied 24/7 availability or emergency rate; any additional emergency work requires approval of its rate and scope. These limitations do not reduce Digilize's statutory security or data-protection duties.
Dates are estimates unless the Agreement expressly identifies a binding deadline. Digilize promptly reports a likely delay, its cause and a revised plan. Client-caused delays and force majeure are handled under the relevant clauses. For other delays, the Client may give written notice requiring performance within a reasonable additional period; remedies for an uncured breach remain available. No additional period is required where applicable law dispenses with it. A timeline estimate does not permit indefinite non-performance.
To the extent legally permitted, Digilize's aggregate liability arising from a one-off project, on any legal basis, is limited to the fees paid or payable for that project, excluding VAT and separately itemised third-party pass-through costs. For recurring services, aggregate liability for events in a contract year is limited to the recurring fees paid or payable for that service in that contract year, excluding VAT and separately itemised third-party pass-through costs. A contract year is each 12-month period starting on the service commencement anniversary; for a shorter agreed term, the agreed fees for that term apply. Connected events arising from the same cause count as one event occurring when the first event occurred. The same loss is not recoverable more than once under multiple caps. To the extent legally permitted, lost profit, lost revenue, lost savings, reputational loss and indirect or consequential loss are excluded. Reasonable direct costs of restoring data, investigating a breach or obtaining substitute performance are not automatically excluded merely because they arise from such an incident; where recoverable they remain subject to the applicable cap. Each party takes reasonable steps to mitigate loss. The exclusions and caps do not apply to intent or deliberate recklessness of Digilize or its management, death or personal injury for which liability cannot lawfully be limited, or any other non-excludable liability. They do not limit data subjects' rights, supervisory authorities' powers or responsibilities imposed directly by GDPR. Any allocation of liability between the parties under a DPA applies only to the extent lawful and consistent with that DPA. A cap on damages does not cancel an obligation to return Client data or refund sums not legally owed. The Client reports a claim promptly after discovery with reasonably available information and, where legally required, gives Digilize a reasonable opportunity to remedy. Late notice does not automatically extinguish rights. Nothing in these Terms guarantees marketing results, uninterrupted third-party services or error-free AI outputs; expressly agreed performance obligations remain binding.
Unless a signed service schedule expressly provides a different minimum term or notice period, the Client may cancel future services on 14 calendar days' written notice. On cancellation for convenience, the Client pays for work actually performed up to the effective date at the agreed pricing basis, plus documented, approved third-party commitments that cannot reasonably be cancelled. For a fixed-price project or capacity expressly reserved in the agreed project schedule, cancellation for convenience may also require reasonable compensation for the net loss on that reserved capacity which Digilize cannot reasonably redeploy. Digilize must substantiate the reservation, the affected period, the agreed pricing basis and the actual net loss. Saved costs, avoided commitments and net earnings from replacement work using the released capacity are deducted. Speculative future work, unreserved capacity and the same loss already recovered through another charge are excluded. Compensation cannot exceed the remaining agreed fees for the cancelled work or reserved period, excluding VAT and third-party pass-through costs, and is payable only to the extent permitted by applicable law. There is no automatic percentage penalty or entitlement to the entire remaining contract price. Digilize takes reasonable steps to mitigate avoidable costs and redeploy released capacity and provides an itemised final account. Payments already made are credited; unused advances exceeding the amount properly due are refunded within 30 calendar days. This clause does not create a minimum subscription term or automatic forfeiture of deposits and does not impose cancellation compensation for termination caused by Digilize's breach or the exercise of a statutory or expressly agreed penalty-free exit right. No loss may be recovered twice. Either party may terminate the affected obligations for a material breach not remedied within 14 calendar days after written notice specifying the breach, or a longer period reasonably necessary for a diligent remedy. Immediate termination is available where the law permits it, including an irremediable sufficiently serious breach. Refunds and other consequences of termination for breach follow applicable law; the convenience-cancellation formula does not override those rights. Within 30 calendar days after termination, Digilize provides a final account, credits previous payments and refunds amounts not properly earned or owed. Amounts properly due are payable within 30 calendar days of the final invoice. Paid-for deliverables are handed over with their agreed rights. Client-owned materials and personal data are returned or deleted as agreed and legally required, independently of a payment dispute. Additional migration assistance requires an agreed scope and fee; statutory assistance is not withheld. Accrued payment rights, IP rights, confidentiality, data-protection duties and provisions intended to survive remain effective.
A party is excused from an affected obligation only to the extent an event is not attributable to it under applicable law and could not reasonably have been prevented or overcome. An ordinary supplier failure, lack of funds, staffing problem or cyber incident is not automatically force majeure. The affected party promptly explains the event, expected impact and mitigation steps and continues unaffected obligations where reasonably possible. After 60 calendar days of continuing force majeure, either party may terminate the affected services by written notice. The Client pays for conforming work already performed and approved, unavoidable commitments properly chargeable under the Agreement, with previous payments credited and unused advances refunded. This clause does not excuse payment for services already received or remove data-protection obligations.
Each party protects the other's confidential information with reasonable care and uses it only to perform or enforce the Agreement. Disclosure is limited to personnel and approved suppliers who need access and are bound by appropriate confidentiality obligations. Information is not confidential to the extent the recipient can demonstrate that it was lawfully known, became public without breach, was independently developed or was lawfully received without restriction. Legally compelled disclosure is limited to what is required, with prior notice where lawful. On request or termination, confidential information is returned or securely deleted, subject to legal retention and protected backup cycles. Confidentiality continues for five years after termination; trade secrets remain protected for as long as they qualify as trade secrets. Personal-data obligations last as required by law. No portfolio, logo, case study or public attribution use is permitted without the Client's prior written approval of the proposed publication. Approval does not authorise disclosure of confidential information or personal data beyond its express scope. Agreed attribution and any removal charge must be specified in the Agreement.
Meetings may use local or external transcription tools. Before transcription starts, Digilize identifies the tool, processing location, purpose, access, retention period and any external recipient, and obtains each participant's explicit informed opt-in. Silence or attendance is not consent. A non-transcribed alternative is available, and participants may ask to stop transcription or withdraw consent without affecting the lawfulness of prior processing. An external service may receive meeting content only after the applicable confidentiality, provider-DPA, subprocessor-authorisation and international-transfer requirements have been met. Client approval does not replace individual participants' consent where relied upon. The meeting notice explains deletion and contact arrangements. Transcripts are not used for shared model training.
AI assistance and Client data: Digilize may use AI in service delivery, subject to the Agreement's confidentiality, permitted-use and data-location restrictions. The public provider overview describes tools that may be considered; it is not blanket permission to send Client data to every listed provider. Confidential non-personal information also requires suitable confidentiality and no-training safeguards. Before personal data is sent to an external AI provider, the parties must have a binding DPA, documented processing instructions and the required prior specific or general written subprocessor authorisation. Digilize verifies the actual contracting entity, service plan, processing locations, retention, security, onward processors and a binding provider DPA. Client data must not be used to train the provider's shared models. Pseudonymised data remains personal data. Anonymous data means data that cannot reasonably be linked back to an individual. Any restricted international transfer requires a valid GDPR Chapter V mechanism. Reliance on adequacy, including the EU-US Data Privacy Framework, requires checking the actual recipient and covered service; reliance on Standard Contractual Clauses requires the relevant transfer assessment and supplementary safeguards where necessary. A DPA or an EU hosting label alone is not sufficient. If requirements cannot be met, the data must not be sent; a local, genuinely anonymised or otherwise compliant alternative is required. Stricter project commitments, including EU-only or local-only processing, prevail until expressly amended. Provider changes follow the DPA procedure below. A commercial preference to use another tool may require an agreed change order; resolving a valid data-protection objection cannot be made conditional on accepting unlawful processing. AI outputs may be inaccurate, incomplete or non-unique. Digilize performs the validation agreed for delivery; the Client provides suitable human review before operational reliance and approves permissions for consequential actions. Neither party may use the system for prohibited practices. High-risk or regulated uses require prior written scoping, risk assessment and allocation of applicable compliance duties. Each party remains responsible for its own legal role, including applicable AI literacy, transparency, oversight and documentation duties; these Terms do not transfer statutory provider or deployer responsibility merely by labelling a party.
Where Digilize processes personal data on the Client's behalf, a binding Article 28 GDPR DPA with completed processing and security schedules must be in place before processing starts. It records subject matter, duration, purpose, data categories, data subjects, instructions, confidentiality, security measures, incident assistance, rights assistance, audits, return/deletion and authorised subprocessors. These Terms do not replace those project-specific details or amend an existing signed DPA. Digilize processes only on documented lawful instructions, alerts the Client if an instruction appears unlawful and notifies the Client of a personal-data breach without undue delay, subject to any shorter contractual deadline. The Client establishes its lawful basis and provides required notices; Digilize retains its own processor obligations. Processing of special-category data, criminal-offence data or children's data requires prior written scoping and appropriate legal and security safeguards. Under general written authorisation, unless the DPA sets another lawful procedure, Digilize gives at least 30 calendar days' written notice before adding or replacing a subprocessor, identifying its entity, function, location and relevant safeguards. The Client may object on reasonable documented data-protection grounds during that period. No disputed provider receives the affected data pending resolution. The parties seek a compliant alternative; if none is reasonably available, either may end the affected service without a termination penalty, with unused prepaid fees refunded. Absence of objection operates only under the agreed general-authorisation mechanism; publication of a revised website list is not sufficient notice. Digilize binds subprocessors to the required equivalent obligations and remains responsible as required by Article 28(4). At the Client's choice, personal data is returned or deleted at service end, with copies deleted unless law requires retention. Audit arrangements may protect confidentiality and avoid unnecessary disruption but cannot prevent necessary audits or regulatory access. Statutory duties are not withheld because of a fee dispute. Mandatory law and applicable transfer clauses prevail; the DPA takes precedence for data-protection matters.
Dutch law governs the Agreement, subject to non-excludable applicable law. The parties first seek resolution through their authorised contacts for up to 30 calendar days after written dispute notice. They may agree in writing to mediation, including its mediator, cost allocation and timetable; mediation is not a mandatory obstacle to court proceedings. Subject to mandatory jurisdiction rules, disputes are submitted to the competent court of the District Court of Noord-Holland, location Haarlem, the Netherlands. Either party may seek urgent interim relief, protective measures or take action necessary to preserve limitation periods at any time. The negotiation period does not prevent recovery of undisputed overdue invoices.
If a provision is invalid or unenforceable, the remaining provisions continue to apply to the extent legally possible. The parties will agree a lawful replacement reflecting the commercial purpose as closely as reasonably possible. This clause does not require a court to rewrite an unlawful provision or restrict mandatory remedies.
These Terms apply only where incorporated into an Agreement with a business customer and made available before or at its conclusion in a form that can be saved and consulted later. The applicable dated version is identified in the Agreement. A website update alone does not amend an existing contract. Customer purchasing terms are expressly rejected unless Digilize accepts them in writing; any conflicting terms must be resolved when contracting. Mandatory law and applicable international-transfer clauses take precedence. The DPA controls data-protection matters. Otherwise expressly agreed signed deviations prevail, followed by the signed service schedule or statement of work, the signed master agreement, then these Terms, unless the signed documents specify a different order. A specific negotiated NDA remains effective and is not silently replaced by these Terms. The Agreement and incorporated documents contain the agreed arrangements for their subject matter. Amendments require both parties' written agreement; changes to IP assignments, the DPA, minimum terms or liability limits require signatures. Routine change orders may be approved by authorised contacts as described above. No waiver arises from a party's delay in exercising a right. Notices go to the agreed contact email or registered address; a sender must use another agreed channel if delivery fails. English is the controlling language of these Terms unless a signed Agreement expressly selects another language. Dutch and German versions are provided for convenience. This language rule does not override mandatory law or change the controlling language of an existing signed agreement.
For our hackathons and events, separate terms and conditions apply. These include provisions on participation, liability, data sharing with challenge providers, and intellectual property related to submissions. View the full terms at hackathon.digilize.agency/terms.
Core is subscription software. The signed service schedule must identify deployment mode, permitted users and use, start date, minimum term (if any), renewal, cancellation notice, fees and usage limits. No minimum term, automatic renewal, buyout price or service level arises merely from website descriptions. The general termination rule applies where no different term is expressly agreed. On-site Odin: Hardware supplied under a lease remains Digilize's property unless a separately agreed purchase option is exercised and paid. The schedule identifies equipment, condition, delivery, maintenance, replacement, return arrangements, normal wear and the purchase price or objective residual-value formula. The Client provides agreed power, network and physical safeguards, protects equipment with reasonable care and permits agreed maintenance access. There is no right of unannounced entry or remote destruction of Client data. Hardware ownership does not extend the Core software licence after subscription expiry. Hosted Core: Hosting locations, infrastructure suppliers, isolation, security responsibilities, capacity, backup and restoration arrangements, retention and exit must be agreed before service activation. An on-site data-location promise does not apply to hosted services. These Terms do not set hosted pricing or a hardware lease. Data boundaries: On-site local inference does not mean every connected function is local. Cloud models, search, integrations, email, remote-access services, push notifications, telemetry, support and external backups may involve data leaving the installation. Their actual recipients, data, locations and permissions must be recorded and approved before activation, with the required DPA safeguards. A local-only commitment requires configuration and verification of that boundary; general AI-tool permission does not override it. Client business data is not used for shared model training. Managed service: The schedule assigns responsibility for patching, supported versions, security incidents, backups, restore tests, maintenance windows, support hours, response targets and hardware failures. Critical updates may be applied under the agreed security procedure, with notice where feasible and without materially reducing agreed functionality. Client refusal of a necessary update is documented and may lead to proportionate suspension of the affected unsafe function, with notice and mitigation. This does not excuse Digilize's own security duties. Exit: The schedule specifies export formats, assistance, retrieval period, deletion and hardware return, preserving applicable GDPR and EU Data Act rights. Client data and Client-specific knowledge remain available for lawful return/export notwithstanding licence expiry or payment disputes. Digilize may charge only agreed, legally permitted additional migration costs; mandatory switching or data-return rights are not conditioned on payment of disputed charges. No continuing Core software licence is created by exporting data.
The Client must not use the services unlawfully, compromise their security, infringe third-party rights or exceed the agreed licence. Digilize may use suitably qualified subcontractors while remaining responsible for the agreed performance, subject to the applicable DPA and confidentiality obligations. To the extent a third-party claim is caused by Client-supplied materials or instructions infringing that third party's rights, or by the Client's unlawful use in breach of the Agreement, the Client reimburses Digilize for reasonable, documented defence costs and amounts finally awarded by a competent court or settled with the Client's prior written approval. This obligation excludes loss to the extent caused by Digilize's breach, unauthorised changes or use outside the Client's instructions. Digilize promptly notifies the Client, enables reasonable participation in the defence and mitigates loss. Neither party may settle in a way that admits fault of, or imposes non-monetary obligations on, the other without that party's written consent. This clause does not transfer liability for Digilize's own regulatory violations or restrict third-party statutory rights. Where necessary to prevent an imminent security threat or unlawful processing, Digilize may suspend only the affected functionality, proportionately and for no longer than necessary, with advance notice where feasible or prompt notice afterwards. Digilize explains the reason, preserves data and works with the Client on restoration. Suspension is not a right to destroy data or avoid mandatory return, assistance or switching obligations.