Terms of Service

These General Terms and Conditions ("Terms") apply to all offers, agreements, and services provided by WoltersWorks (KVK: 42155737, "WoltersWorks", "we", "us") to business clients ("Client", "you"). These Terms govern the provision of AI-powered product advisor software, integrations, and related professional services.

By signing an Order Form or statement of work that references these Terms, or by using the Service, the Client agrees to these Terms. Deviations require written agreement signed by WoltersWorks.

These Terms apply exclusively to business-to-business transactions. Consumer relationships (as defined in Article 6:230g(b) Dutch Civil Code) are excluded.

WoltersWorks provides AI-powered product advisor software that can be embedded in or integrated with the Client's ecommerce storefront ("Service"). The specific scope, pricing, and delivery details are set out in an Order Form or statement of work agreed between the parties.

WoltersWorks reserves the right to update, improve, or modify the Service at any time. Material reductions in functionality that materially impair the Client's intended use will be communicated at least 30 days in advance.

WoltersWorks does not guarantee uninterrupted availability. We aim for commercially reasonable uptime and will communicate planned maintenance in advance where possible.

The Client is responsible for:

• Providing accurate, current, and complete product catalog data for the AI advisor to operate correctly
• Ensuring the Client's storefront and integration comply with applicable laws, including consumer protection and advertising rules
• Obtaining any consents required from the Client's end-users for use of the AI advisor
• Not using the Service for unlawful purposes, to spread misinformation, or in ways that could damage WoltersWorks's reputation

Fees are set out in the applicable Order Form. Unless otherwise agreed, invoices are due within 2 weeks of the invoice date. Late payment accrues statutory commercial interest under Article 6:119a Dutch Civil Code from the due date.

WoltersWorks may adjust fees with 60 days' notice. If the Client does not accept a fee increase, the Client may terminate the agreement before the increase takes effect.

WoltersWorks retains all intellectual property rights in the Service, including the software, AI models, training methodologies, and any improvements or derivative works.

The Client grants WoltersWorks a non-exclusive license to use the Client's product catalog data solely to provide and improve the Service for that Client.

Any custom developments or integrations created specifically for the Client under a separate agreement will have IP ownership terms specified in that agreement. Unless stated otherwise, WoltersWorks retains ownership and grants the Client a non-exclusive license to use the deliverables.

Each party will keep confidential all non-public information received from the other party and use it only for the purpose of fulfilling obligations under these Terms. This obligation survives termination for 3 years.

Exceptions apply to information that is publicly available, independently developed, received from a third party without restriction, or required to be disclosed by law or court order (in which case the disclosing party will give advance notice where legally permitted).

WoltersWorks is liable for direct damages caused by a material breach of these Terms, up to a maximum of the total fees paid by the Client in the 12 months immediately preceding the event giving rise to the claim.

WoltersWorks is not liable for:

• Indirect, consequential, or special damages including lost profits, lost revenue, or data loss
• Damages resulting from the Client's use of the Service in violation of these Terms or applicable law
• Inaccuracies in AI-generated product recommendations where the underlying product data provided by the Client was incorrect or incomplete
• Third-party services, platforms, or APIs used in connection with the Service

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Dutch law, including liability for gross negligence (grove nalatigheid) or wilful misconduct (opzet).

The agreement takes effect on the date of the Order Form and continues for the initial term specified therein. Unless either party gives written notice of termination at least 30 days before the end of the initial or renewal term, the agreement automatically renews for successive periods of the same length.

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 2 weeks of written notice. WoltersWorks may terminate or suspend access with immediate effect if the Client fails to pay amounts due and does not cure within 1 week.

Upon termination, WoltersWorks will make Client data available for export for 30 days, after which it will be deleted in accordance with the DPA.

These Terms are governed exclusively by Dutch law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Disputes will first be attempted to be resolved amicably within 30 days of written notice. If unresolved, disputes will be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. A failure by either party to enforce any provision is not a waiver of that provision.

These Terms, together with any applicable Order Form and DPA, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions and agreements.

WoltersWorks may update these Terms. Clients under an existing agreement will receive 30 days' notice of material changes. Continued use of the Service after that period constitutes acceptance.