Legal
Last updated: 7 July 2026
This is a translation of the Dutch original. In case of any discrepancy, the Dutch version prevails.
These terms and conditions (algemene voorwaarden) apply to business clients (B2B). They are not intended for and do not apply to consumers.
2.1 These terms and conditions apply to all quotations, agreements and deliveries of Procesbrein. We make them available before or upon entering into the Agreement, so that the Client can store them.
2.2 Deviations apply only where they have been agreed in writing.
2.3 Any purchasing or other terms and conditions of the Client do not apply and are expressly rejected.
3.1 Quotations are without obligation and valid for 30 days, unless stated otherwise.
3.2 The Agreement is formed by written acceptance of the quotation or order confirmation, or by Procesbrein commencing performance with the Client's consent.
4.1 Scan:a free one-off analysis in which Procesbrein examines the Client's processes and systems and maps out opportunities for improvement with AI, resulting in a report. The Scan is free of charge for the Client and creates no obligation to purchase further Services.
4.2 Build (Uitvoering): the development and implementation of one or more concrete solutions on the basis of the Scan, over an agreed period.
4.3 Care (Beheer): ongoing maintenance, monitoring and support of delivered solutions, in the agreed service variant.
4.4 The precise content, scope and price are set out per assignment in a quotation or order confirmation.
5.1 All prices are in euros and exclusive of VAT, unless stated otherwise.
5.2 Payment takes place within 14 days of the invoice date. The Client has no right to set-off or to suspend its payment obligation.
5.3 If the payment term is exceeded, the Client is in default by operation of law and owes the statutory commercial interest (wettelijke handelsrente) and the extrajudicial collection costs (buitengerechtelijke incassokosten).
5.4 The Care (Beheer) subscription is invoiced monthly in arrears, each time after the end of the calendar month to which it relates, as far as possible together with the consumption costs owed for that month (article 5.6) on a single invoice. The agreed Care (Beheer) rate is fixed for the duration of the term.
5.5 Procesbrein may suspend performance for as long as a due and payable invoice remains unpaid.
5.6 The operation of a delivered solution generally requires third-party services, including AI models (API and token costs) and hosting. These consumption and usage costs are for the Client's account. If Procesbrein arranges the hosting and the management, they are charged in one of the following two ways, laid down in advance in the quotation or order confirmation, in addition to the Care (Beheer) rate:
5.6.a Fixed consumption rate: Procesbrein estimates the expected AI usage in advance and charges a fixed monthly amount for it. This amount is independent of the actual consumption in an individual month.
5.6.b Variable consumption rate: Procesbrein passes on the actual third-party consumption costs to the Client monthly in arrears.
5.6.c If the Client hosts the solution itself, the Client pays these costs directly to the supplier concerned.
5.7 The rates of AI and cloud service providers are set by those third parties and may change at any time. Procesbrein has no influence over this, cannot predict such changes and is not liable for the consequences thereof. A rate change at a supplier may work through into the consumption rate referred to in article 5.6.
5.8 Procesbrein communicates changes in the consumption costs that are known to it, such as announced rate changes by suppliers, to the Client in good time. The Client may at any time stop or pause (or have stopped or paused) the use of the delivered solution, which ends the associated consumption costs. Stopping or pausing use does not affect the Care (Beheer) agreement and the payment obligation arising from it; that continues in accordance with article 17.2.
5.9 The fixed consumption rate (article 5.6.a) is in principle fixed for the duration of the term. By way of derogation, Procesbrein may adjust this rate during the term if the costs of the third-party services that Procesbrein uses to maintain the solution (including AI and cloud services) have risen by more than 10% since the start of the term or since the previous adjustment. Procesbrein determines the adjusted rate reasonably on the basis of this cost development. Procesbrein announces an adjustment in writing at least 30 days in advance. In that case the Client has the choice to (i) accept the adjusted rate, or (ii) terminate the Care (Beheer) subscription early as of the effective date, by way of derogation from the fixed term of article 17.2. If the Client does not exercise this right of termination in writing before the effective date, the adjusted rate is deemed accepted. An adjustment takes place solely in response to such a third-party cost increase. The adjustment does not affect the term of the Agreement and does not extend or renew it; only the rate changes for the remainder of the term.
6.1 The Client provides in good time all information, access and cooperation that Procesbrein reasonably requires, and warrants the accuracy and completeness thereof.
6.2 Access to the Client's systems is read-only and only to the extent that the Client grants it.
6.3 The Client warrants that it is entitled to provide the access and data concerned, that it has a valid legal basis for this under privacy legislation, that it has informed the data subjects where necessary, and that providing them breaches no law or third-party rights.
6.4 Delay or additional work caused by incorrect, incomplete or late information is for the Client's account.
6.5 The Client warrants in particular that the data it provides on the nature, size and expected usage of its business are correct and complete. Procesbrein bases its estimate of the expected consumption and the fixed consumption rate (article 5.6.a) on this data. If this data turns out to be incorrect or incomplete on a point relevant to that estimate, Procesbrein may adjust the consumption rate retroactively to the actual consumption, charge the resulting additional third-party costs to the Client, and suspend or rescind the Agreement in accordance with article 18.
7.1 Procesbrein performs the Services to the best of its knowledge and ability, as a best-efforts obligation (inspanningsverbintenis). Any periods stated are indicative and are not strict deadlines (fatale termijnen).
7.2 Procesbrein may engage third parties for the performance, including service providers acting as processors.
8.1 The Client inspects the Deliverable upon receipt. Any defects must be reported in writing within 8 days of delivery, with a clear description.
8.2 If no written complaint is made within that period, the Deliverable is deemed approved and the right to invoke the defect lapses.
8.3 Our complaints procedure applies to the submission and handling of complaints. It does not affect the periods set out in this article and in article 16.
9.1 The Services are advisory in nature. Procesbrein does not guarantee any specific result, time saving or cost saving. Any expectations mentioned are estimates.
9.2 The Services make use of AI systems. AI output may be incorrect, incomplete or not up to date. Procesbrein gives no warranty as to the accuracy, completeness, currency or suitability of the AI output.
9.3 The Client assesses and verifies advice and AI output itself before use and remains responsible for the decisions it bases on them. Procesbrein is not liable for the consequences of those decisions.
9.4 The Client is responsible for complying with the laws and regulations that apply to its own business operations.
10.1 The Services build on existing software, licences and external services of or at the Client. The Client is itself responsible for its own licences and for complying with the terms of its suppliers.
10.2 Procesbrein is not liable for changes, outages, price increases, limitations or the discontinuation of services of external suppliers, including AI, hosting and software providers, or for the consequences thereof for a delivered solution.
11.1 After payment in full, the Client obtains a non-transferable right of use to the results delivered specifically for it, for its own business operations.
11.2 Procesbrein retains all rights to the underlying methods, models, templates, scripts, know-how and tools that have not been developed specifically for the Client, and may freely reuse these.
11.3 The Client is not permitted to resell delivered results or make them available to third parties without written consent.
12.1 The parties treat each other's confidential information as confidential and use it solely for the performance of the Agreement.
12.2 Where the parties have entered into a separate non-disclosure agreement (NDA), that agreement applies in addition and, to the extent it is stricter, takes precedence.
13.1 To the extent that Procesbrein processes personal data on behalf of the Client in the course of performance, it does so as a processor (verwerker). For this purpose the parties conclude a data processing agreement (verwerkersovereenkomst), which in that case forms part of the Agreement. The Client is and remains the controller (verwerkingsverantwoordelijke).
13.2 Procesbrein's privacy statement applies to the processing for which Procesbrein is itself the controller.
Advisory work and AI involve inherent uncertainty. With that in mind, the following arrangements apply.
14.1 Procesbrein's liability is limited, per event and in total per calendar year, to the lower of: the amount paid for the assignment concerned, or €5,000 (five thousand euro). For the Care (Beheer) subscription, the amount paid by the Client in the last 12 months applies.
14.2 Procesbrein is not liable for indirect damage, including consequential damage, lost profit, missed savings, loss of or damage to data, reputational damage, business interruption and third-party claims.
14.3 The arrangement set out in this article constitutes the Client's sole and exhaustive remedy.
14.4 The limitations in this article do not apply to the extent that the damage is the result of intent or wilful recklessness on the part of Procesbrein.
15.1 The Client indemnifies Procesbrein against all third-party claims connected with the data, access or instructions provided by the Client, or with a breach by the Client of its obligations or warranties under these terms and conditions, and reimburses the reasonable costs associated therewith.
16.1 Without prejudice to article 8, any claim against Procesbrein lapses if it has not been reported to Procesbrein in writing and with reasons within 6 months of its arising.
17.1 A Scan and a Build (Uitvoering) are assignments for a definite period and end upon delivery.
17.2 The Care (Beheer) subscription is entered into for a fixed term of 12 months. Early termination is not possible, except for the Client's right of termination in the event of an interim adjustment of the fixed consumption rate due to increased third-party costs (article 5.9). Invoicing takes place monthly during the term. After the end of the term, the subscription is tacitly renewed each time for 12 months, unless the Client terminates it in writing no later than 1 month before the end of the current term.
18.1 Procesbrein may suspend or rescind (ontbinden) the Agreement in whole or in part if the Client fails to meet its obligations, is in a state of bankruptcy or suspension of payments, or if there are good grounds to fear such failure.
18.2 Upon termination, the Client remains liable to pay for the work already performed and the costs incurred for it.
19.1 Procesbrein is not obliged to perform where it is prevented from doing so by force majeure (overmacht), including disruptions or outages at suppliers, such as hosting or AI service providers.
19.2 If the force majeure lasts longer than 60 days, either party may rescind the Agreement in writing for the part not yet performed.
20.1 Procesbrein may transfer its rights and obligations under the Agreement or have them performed by third parties. The Client may only do so with prior written consent.
20.2 During the Agreement and for 12 months thereafter, the Client will not employ or engage any employees or auxiliary persons engaged by Procesbrein, or have them work for it, without written consent.
21.1 If a provision of these terms and conditions is null and void or voidable (nietig of vernietigbaar), the remaining provisions remain in full force. The parties will replace the provision concerned with a valid provision that comes as close as possible to its purpose.
21.2 The Agreement and these terms and conditions set out the complete arrangements between the parties and replace earlier arrangements on the same subject.
21.3 Procesbrein may amend these terms and conditions. For ongoing Care (Beheer) subscriptions, an amendment takes effect after written notice.
21.4 Dutch law applies to all agreements. Disputes are submitted to the competent court of the Zeeland-West-Brabant District Court (rechtbank Zeeland-West-Brabant).