These General Terms and Conditions have been filed with the Chamber of Commerce (number
80745059) and are downloadable via https://www.ooxoo.ai/termsconditions.html
GENERAL TERMS AND CONDITIONS OOXOO AI B.V.
These are general terms and conditions for OOXOO AI B.V. ("OOXOO"). The address of OOXOO is
Velperweg 34A, 6824 BJ Arnhem, Chamber of Commerce number 80745059. If you have any
questions have about these conditions, you can contact us by firstname.lastname@example.org or by post:
OOXOO AI B.V., Velperweg 34A, 6824 BJ Arnhem, The Netherlands.
We have the right to change these general terms and conditions. You agree that the latest
version of these general terms and conditions w
Article 1 – Services
Our services consist of the development of software, chatbots and Artificial Intelligence
with various functional applications.
Article 2 – Application of general terms and conditions
These general terms and conditions apply to every offer, quotation and assignment
between OOXOO and you ("Client"). We will send these general terms and conditions
to you free of charge upon request. The terms and conditions are also available at
Article 3 - Establishment ofthe agreement
The assignment is concluded when the Client and OOXOO have signed a Quotation.
Article 4 - Quotations and offers
- All offers and quotations made by OOXOO are without obligation, unless otherwise
agreed. A quotation only applies to the assignment specifically described therein and not
to any future assignments.
- If the Client provides OOXOO with data, OOXOO may assume that these are correct and
the quotation will be based on them.
Article 5 – Price
- OOXOO may increase the price for the service in the interim if unforeseen and/or cost-
increasing circumstances occur after the conclusion of the contract.
- If OOXOO is forced to increase the price due to the circumstances mentioned in the
previous article, the Client has the right to cancel the assignment. Costs or hours already
incurred will be charged. In such cases,
- The price is exclusive of VAT and other government levies.
- The price is adjusted annually on 1 January to inflation. This is based on
of statistics Netherlands' Consumer Price Index for the month of June in the previous
Article 6 - Payment and collection costs
- Client always pays within fourteen days after invoice date, unless otherwise agreed in
writing. OOXOO will invoice monthly.
- If the Client does not pay the invoice on time, he is in default by operation of law. The
Client will then owe the statutory interest (if he is a consumer) or the statutory
commercial interest rate (if he is a company) plus 1%. The interest on the amount due is
calculated from the moment the Client is in default until the moment of payment of the
full amount due.
- If the Client is in default, he is also liable to OOXOO for all extrajudicial collection costs.
For an invoice amount up to €267, these costs will be €40. For a higher invoice amount,
the maximum collection costs are as follows:
- 15% on the first € 2,500;
- 10% on the part that remains afterwards, up to € 5,000;
- 5% on the part that remains afterwards, up to € 10,000;
- 1% on the part that remains afterwards, up to € 200,000;
- 0.5% on the remaining part, with a maximum of € 6,775 in total collection costs.
- OOXOO's full claim against the Client is immediately due and payable if:
- The Client exceeds a payment term;
- The Client has been declared bankrupt or is in suspension of payment;
- Client (company) is dissolved or liquidated;
- Client (natural person) is placed under guardianship or dies.
Article 7 – Contract duration
- OOXOO and the Client enter into the assignment for an indefinite period of time, unless
the Parties have agreed otherwise in writing.
- Each assignment (fixed or indefinite) can always be cancelled by OOXOO and
the Client with one month's notice. This can be done by email.
- The parties may, in joint consultation, terminate the agreement at any time.
Article 8 – Implementation period
- If the Client owes a prepayment or has to make information or materials available, the
period within which OOXOO must complete the work only starts when the payment,
information or materials have been received by OOXOO.
- If a period has been agreed or specified for the execution of the assignment, this is never
a deadline. If a period is exceeded, the Client must first notify OOXOO in writing of
- The Client cannot dissolve the assignment by exceeding the term of OOXOO. This does
not apply if the execution is permanently impossible or if OOXOO does not carry out the
assignment within a period again communicated in writing by OOXOO.
Article 9 - Third parties
OOXOO may have work (partly) carried out by third parties. Articles 7:404 of the Dutch Civil Code
(execution by a specific person), Article 7:407 paragraph 2 (joint and several liability) and 7:409
of the Dutch Civil Code (death of a specific person) do not apply.
Article 10 - Execution of the assignment
- OOXOO will carry out the assignment to the best of its knowledge and ability and
according to the requirements of good craftsmanship.
- OOXOO may carry out the assignment in different phases and invoice the executed parts
- If OOXOO executes the assignment in phases, it can suspend the execution of the parts
of a subsequent phase, until the Client has approved the results of the previous phase in
- The Client shall ensure that he provides OOXOO with all information or materials
necessary for OOXOO to carry out the assignment in a timely manner.
- If the Client does not provide the necessary information or materials in a timely manner,
OOXOO may suspend the execution of the assignment and invoice the additional costs
resulting from the delay. OOXOO is not liable for damage caused by OOXOO based on
incorrect or incomplete data provided by the Client.
Article 11 – Change of contract
- If during the assignment it appears that it is necessary to change or supplement the
content of the assignment for proper execution, the parties will do so by mutual
- OOXOO can increase or decrease the agreed price if the order changes
in accordance with Article 11.1. OOXOO will (if possible) give a quotation in advance.
Due to a change in the assignment, the specified period of execution can also be
changed. The Client accepts the possibility of changing the assignment, price and
- OOXOO may refuse a request to change the client's assignment if
this may have qualitative or quantitative consequences for the work.
Article 12 - Suspension, dissolution
- OOXOO may suspend the assignment if, due to circumstances (which are beyond his
control or of which he was not aware) he is temporarily unable to fulfill his obligations.
- If fulfillment is permanently impossible, the parties can dissolve the order for the part
that has not yet been fulfilled.
- OOXOO may suspend or dissolve the performance of the assignment if the Client does
not fulfill its obligations, not fully or not on time. The Client must then pay compensation
or indemnify OOXOO.
Article 13 – Early termination
- If OOXOO terminates the assignment in the interim, OOXOO will arrange for the transfer
of the work still to be performed to third parties, unless the termination is attributable to
the Client. If the transfer of the work entails additional costs for OOXOO, the costs will be
borne by the Client.
- OOXOO may terminate the contract immediately (and is not obliged to pay compensation
or arrange transfer of work to third parties) in any of the following cases:
- The Client exceeds a payment term;
- The client is bankrupt or in suspension of payment;
- Client (company) is dissolved or liquidated;
- Client (natural person) is placed under guardianship or dies;
- There is another circumstance as a result of which the Client can no longer freely
dispose of his assets.
Article 14 – Force majeure
- OOXOO does not have to fulfill its obligations in the event of force majeure.
- OOXOO may suspend the obligations under the contract during the period that the force
majeure continues. If this period lasts longer than three months, both parties may
dissolve the order, without being obliged to pay compensation.
- If OOXOO has partially fulfilled its obligations and if the fulfilled part has independent
value, OOXOO may invoice the fulfilled part.
Article 15 – Guarantees
- OOXOO guarantees that what it delivers meets the usual requirements and standards
that can be set for it at the time of delivery.
- This guarantee does not apply if the Client uses the delivered goods incorrectly.
- This guarantee also does not apply if a defect arises due to circumstances in which
OOXOO is not to blame.
Article 16 – Research
- The Client must examine the delivered goods at the time he receives it or when the work
has been carried out. The Client must examine whether the quality and quantity of the
delivered goods is in accordance with what has been agreed and whether it meets the
requirements agreed by the parties.
- The Client must notify OOXOO in writing of any visible defects within fourteen days of
delivery. Any non-visible defects must be communicated in writing to OOXOO sixty days
after their discovery. The notification must contain a detailed description of the defect.
Article 17 – Complaints
- If the Client notices that the products and/or services supplied by OOXOO do not
function optimally, he immediately informs OOXOO of this.
- If the Client submits a complaint, this does not suspend his payment obligation.
Article 18 – Liability
- OOXOO is only liable for direct damage of the Client, which is directly and is solely the
result of a shortcoming on the part of OOXOO.
- OOXOO is not liable for damage caused by being based on incorrect or incomplete data
provided by the Client.
- The liability of OOXOO is always limited to the invoice value, with a maximum of €
- In any case, the liability of OOXOO is limited to the amount that its insurer pays out in
- The limitations of liability set out in this article shall not apply if the damage is due to
intent or gross negligence on the part of OOXOO.
Article 19 – Privacy Statement
A privacy statement applies, which can be found on https://www.ooxoo.ai/privacy.html
Article 20 – Limitation period
The limitation period of all claims and defenses against OOXOO is one year.
Article 21 – Indemnification
- The Client indemnifies OOXOO against any claims of third parties that suffer damage as a
result of the execution of the assignment and the cause of which is not attributable to
- If third parties address OOXOO, the Client will assist him both outside and in court and do
everything that can be expected of him in that case.
- If the Client does not take measures, OOXOO may do so itself. All costs and damage that
arise as a result for OOXOO are entirely at the expense and risk of the Client.
Article 22 - Intellectual property
- OOXOO retains all rights to plans, documents, images, drawings, software, creations and
related information. This also applies if they have been charged or if improvements have
been made later.
- The Client may not copy the goods mentioned in the previous paragraph (if this is not for
internal use at the Client), show or make them available to third parties for any other
purpose other than for which< they were provided by OOXOO.
- Insofar as chatbot scripts have been developed by the Client, the intellectual property
thereof remains with the Client.
Article 23 – Secrecy
- Unless there is a legal or professional duty to disclose, OOXOO will keep all information of
the Client secret from third parties.
- OOXOO will not use the information provided by the Client for any other purpose other
than that for which it was obtained, except where OOXOO acts in a procedure in which
these documents may be relevant.
- The Client will not disclose the content of agreements, order confirmations, quotations,
reports, advice or other written or non-written expressions of OOXOO and ensure that
third parties do not see the content thereof.
Article 24 – Nullity
If any part of these terms is void or voidable, that does not change the validity of the rest of the
Agreement. The void or destroyed part shall be replaced by a provision which, as far as possible,
follows the content of the void provision.
Article 25 - Use of the client's logo and name
Unless the Client indicates in writing that he objects to this, OOXOO may use the name and logo
of the Client in the context of marketing on its website and other expressions.
Article 26 - Conflicting clause
In the event that these general terms and conditions and the agreement contain conflicting
conditions, the conditions contained in the agreement apply.
Article 27 - Applicable law
Article 28 - Competent court
Arnhem District Court.