Terms and Conditions

1.1 Trydent: the sole proprietorship Trydent, established in Boxtel, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 98292609, represented by Yvan de Wert.

1.2 Client: the legal entity or natural person acting in the exercise of a profession or business, who enters into an Agreement with Trydent or is in negotiations to do so.

1.3 Agreement: any arrangement between Trydent and Client, including the quotation, order confirmation, these terms and conditions, and written addenda.

1.4 Services: all work and deliverables provided by Trydent, including software development, AI solutions, consulting, implementation, hosting, licensing, maintenance, and support.

1.5 Software: all software, source code, object code, configurations, models, prompts, documentation, and other materials developed or made available by Trydent.

1.6 In Writing: by letter or email, or via any other electronic means that allows verification of the sender's identity.

2.1 These terms and conditions apply to all quotations, Agreements, and Services provided by Trydent.

2.2 These terms apply exclusively between businesses (B2B). Trydent does not conclude agreements with consumers.

2.3 Purchasing or other standard terms and conditions of Client are not applicable and are expressly rejected.

2.4 Deviations are valid only if agreed In Writing by both parties. In case of conflict, the Agreement prevails over these terms, and Part B or Part C prevails over Part A.

3.1 Quotations are non-binding and valid for 30 days, unless stated otherwise.

3.2 The Agreement is concluded once Client accepts the quotation or order confirmation In Writing, or once Trydent begins execution at Client's request.

3.3 If Trydent has performed work at Client's request without an agreed price, Client will pay Trydent's standard hourly rate applicable at that time.

3.4 Any demo, prototype, or proof of concept produced by Trydent at Client's request will be invoiced at the applicable hourly rate, unless agreed In Writing in advance that it is free of charge. Client may not deploy a demo, prototype, or proof of concept in production or commission a third party to rebuild it without an Agreement with Trydent.

4.1 All prices are in euros and exclusive of VAT and other statutory levies.

4.2 Trydent may adjust recurring fees and hourly rates once per calendar year, on 1 January, by at most the Dutch CBS Consumer Price Index (CPI) over the preceding year plus 3 percentage points. Trydent will notify Client at least 30 days in advance.

4.3 If Trydent uses third-party services (such as AI models, telephony, or hosting) and their costs increase demonstrably, Trydent may pass on this increase in the interim following Written notification. If the increase exceeds 10%, Client may terminate the respective Service effective from the date of the increase.

4.4 If Client is established outside the Netherlands and withholding tax or other deductions are levied on payments, Client shall gross up the amount so that Trydent receives the full invoiced amount.

5.1 Invoices must be paid within 14 days of the invoice date, unless agreed otherwise In Writing.

5.2 Recurring fees (licences, subscriptions, hosting, maintenance) are invoiced in advance per month, quarter, or year, as specified in the Agreement.

5.3 If the payment deadline expires, Client is automatically in default without notice of default being required. Client is then liable for statutory commercial interest (Article 6:119a Dutch Civil Code) on the outstanding sum.

5.4 Client may not suspend payments or set off claims. Objections to an invoice must be submitted In Writing with reasoned justification within 10 business days of the invoice date. The undisputed amount must be paid within the standard term.

5.5 Trydent may require an advance payment or security before or during performance. Trydent is not obliged to commence or continue performance until such payment or security is received.

6.1 If Client fails to pay on time, Trydent may immediately refer the debt for collection. Client will also be liable for extrajudicial collection costs of 15% of the outstanding amount, with a minimum of €40, and court costs to the extent awarded by the court.

6.2 If Client is more than 14 days overdue with payment, Trydent may, following Written notice with a 7-day cure period, suspend performance of all Agreements with Client. This includes hosting, access to Software, and support.

6.3 During a suspension, Trydent preserves Client's data. Trydent will lift the suspension within 2 business days after all outstanding amounts have been paid.

6.4 A suspension does not affect Client's payment obligations, including recurring fees. Trydent is not liable for damages resulting from a justified suspension.

7.1 Trydent performs the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This is an obligation of best efforts (inspanningsverplichting), unless a specific result has been explicitly promised In Writing.

7.2 Trydent's total liability is limited to the fees paid by Client under the relevant Agreement in the 12 months preceding the damage-causing event, with a minimum of €5,000 and a maximum of €50,000 per event. A series of connected events is deemed a single event.

7.3 Trydent is never liable for indirect damages, including consequential damages, lost profits, lost savings, business interruption, corrupted or lost data, and damages arising from third-party claims.

7.4 Trydent is not liable for damages resulting from outages, modifications, or inaccurate outputs from third-party services, such as AI models, telephony, hosting, and payment services.

7.5 These limitations do not apply in cases of intent (opzet) or wilful recklessness (bewuste roekeloosheid) by Trydent.

7.6 Client must report damages In Writing as soon as possible, and at latest within 30 days of discovery. Any claim expires 12 months after Client discovered or reasonably should have discovered the damage.

7.7 Client indemnifies Trydent against third-party claims, including end users and callers of Client, arising from or related to Client's use of the Services.

8.1 Neither party is liable for any breach caused by force majeure.

8.2 Force majeure also includes: illness of Yvan de Wert, disruptions in internet, telecommunications, or electrical power, and outages or failures of suppliers and third-party services (such as AI, hosting, and telephony providers).

8.3 If force majeure exceeds 60 days, either party may terminate the Agreement In Writing. Services already performed will be billed and paid proportionally.

9.1 Client shall timely supply all information, access, test data, feedback, and approvals required by Trydent.

9.2 If such cooperation is withheld or delayed, Trydent may suspend performance and charge extra expenses and hours, including waiting time and rescheduling, at standard hourly rates. Agreed delivery schedules are extended accordingly.

9.3 If Client fails to respond to Trydent's requests for more than 14 days, Trydent will issue a Written reminder with a 7-day cure window. If a response is still not received, Trydent may terminate the Agreement with immediate effect. All work completed and expenses incurred up to that date become immediately due and payable.

10.1 Parties shall keep all confidential information received from the other party secret, during the term of the Agreement and for 3 years thereafter, unless statutory disclosure is mandatory.

10.2 Trydent may name Client and give a general description of the project as a reference, unless Client objects In Writing.

11.1 Parties comply with the General Data Protection Regulation (GDPR / AVG).

11.2 If Trydent processes personal data on behalf of Client, parties will enter into a Data Processing Agreement (DPA). In case of conflict, the DPA takes precedence over these terms.

11.3 Client warrants that its processing of personal data is lawful and that it informs data subjects (such as callers) where appropriate, including regarding the use of AI.

12.1 The duration of the Agreement is specified in the quotation or order confirmation. For recurring Services, Part C applies.

12.2 Either party may terminate the Agreement if the other party breaches a material obligation and fails to remedy it within a reasonable written notice period of at least 14 days.

12.3 Either party may terminate the Agreement immediately if the other party is declared bankrupt or applies for suspension of payments.

12.4 Upon termination, all outstanding fees and charges for completed work become immediately due and payable. Invoiced fees for work already executed will not be refunded.

12.5 Provisions that by their nature are intended to survive termination, such as those regarding liability, confidentiality, and intellectual property, remain in effect thereafter.

13.1 All intellectual property rights in the Software and all other deliverables resulting from the Services are owned by Trydent, unless the parties have expressly agreed upon an assignment In Writing (see Article 20).

13.2 Client receives a non-exclusive and non-transferable licence to use the Software for the purpose and duration set forth in the Agreement. The licence takes effect only after Client has settled all outstanding invoices in full, and lapses if Client defaults on payment.

13.3 Client may not reproduce, modify, decompile, reverse engineer, resell, or distribute the Software to third parties, unless explicitly authorised by the Agreement or mandatory law.

13.4 Trydent retains all rights to its background know-how, methods, libraries, frameworks, and reusable components, and is free to use them for other clients.

13.5 Physical items (such as hardware and printers) remain Trydent's property until Client has paid all invoiced amounts in full.

14.1 Trydent may amend these terms and conditions. Amendments apply to ongoing Agreements 30 days after Written notification. If Client objects within this period, the previous terms remain in force until the end of the current contract term.

14.2 If any provision is invalid or unenforceable, the remaining provisions remain in full force. Parties will replace the invalid provision with an enforceable provision that reflects the original economic intent as closely as possible.

14.3 All Agreements are governed exclusively by Dutch law.

14.4 Disputes shall be submitted to the competent court in the district where Trydent has its registered office (Oost-Brabant, the Netherlands). Parties will first attempt to resolve disputes through amicable consultation for 14 days. This obligation does not apply to debt collection of unpaid invoices.

14.5 In the event of any contradiction or inconsistency between the Dutch text and this English translation, the Dutch text shall prevail.

15.1 Trydent determines how the work is executed. Stated timelines and delivery dates are targets and never strict deadlines (fatale termijnen), unless expressly agreed otherwise In Writing.

15.2 If Trydent exceeds a target delivery date, Client must first issue a Written notice of default giving a reasonable cure period to perform.

15.3 Trydent may work in phases or sprints and invoice per phase. Trydent is not obliged to start a subsequent phase before the preceding phase has been paid in full.

16.1 Prices and estimated hours in a quotation represent a reasoned budget estimate, unless a fixed price is explicitly agreed. For budget estimates, Trydent invoices actual hours spent at the agreed hourly rate.

16.2 If Trydent anticipates exceeding the budget by more than 10%, it will notify Client In Writing as soon as this becomes apparent, explaining the cause and providing an updated estimate. Client must choose within 5 business days: continue, reduce scope, or discontinue upon payment for work completed. If Client does not respond, Trydent continues work. Overruns due to scope changes (Article 18) or lack of client cooperation (Article 9) do not count toward this 10%.

16.3 Unless the quotation provides otherwise, Client pays in three instalments:

• First instalment: 40% of the budget upon acceptance of the quotation, prior to commencement of work.

• Second instalment: 40% of the budget, due upon the earliest of the following milestones: (a) Trydent makes available a test version where at least 70% of components specified in the quote are functional; (b) Trydent has spent 60% of estimated hours; or (c) 8 weeks after kick-off, or the date specified in the quotation, unless delay is attributable to Trydent.

• Final instalment: upon acceptance (Article 19). Under a budget, this equals the amount for actual hours worked minus instalments already paid. If the total is lower than what was paid, Trydent credits the difference. For fixed price projects, the final instalment is 20%.

16.4 An instalment is due even if not all components are complete. Pending items and bugs are resolved in the next phase and do not constitute grounds to withhold payment.

16.5 Trydent provides with the second instalment invoice a brief overview of working components or hours spent, confirming the milestone reached.

16.6 For work performed on a time-and-materials basis (nacalculatie), Trydent invoices hours worked every 4 weeks. Trydent may require an advance in the form of a prepaid hour retainer.

16.7 Travel expenses, third-party software licences, and usage fees of external services (such as AI models and telephony) are not included in the price, unless explicitly specified in the quotation.

17.1 Trydent maintains a time tracking record with brief task descriptions and provides it with each invoice or upon request.

17.2 If Client does not object In Writing with justification within 5 business days of receipt, the time record is deemed approved.

18.1 Work outside the agreed scope constitutes additional work (meerwerk). This also includes work arising from amended requirements, inaccurate client information, or changes in third-party services.

18.2 Trydent notifies additional work in advance with an estimate of hours or costs. If Client does not object In Writing within 5 business days, the additional work is deemed commissioned.

18.3 Additional work is invoiced at the applicable hourly rate, unless a fixed price has been agreed In Writing.

19.1 Following delivery, Client has 10 business days to test the Software. Client reports defects during this period In Writing, substantiated and reproducible.

19.2 The Software is deemed accepted if: (a) Client reports no defects within the testing period; (b) Client puts the Software into production; or (c) after remedy of reported defects.

19.3 Client may only withhold acceptance for defects preventing the use of essential functionality. Minor bugs and cosmetic points do not justify rejection; Trydent repairs these within a reasonable period.

19.4 For 90 days after acceptance, Trydent repairs free of charge reproducible defects falling within agreed specifications. Warranty lapses if Client or third parties modify the Software or operate it outside the agreed environment.

19.5 Trydent does not warrant that Software operates without errors or interruptions. Outputs from AI models may be inaccurate or incomplete. Client remains responsible for verifying and using such outputs.

19.6 After the warranty period, maintenance and support are provided under a separate agreement (Part C) or at standard hourly rates.

20.1 Intellectual property rights are only transferred to Client if explicitly stipulated in the Agreement. Transfer occurs by deed In Writing and only once Client has paid all due amounts.

20.2 A transfer never encompasses elements named in Article 13.4, open-source software, or third-party software. For these parts, Client receives a perpetual right to use to the extent necessary for operating the delivered Software.

20.3 If no transfer has been agreed, Client has no right to the source code. Parties may agree on an escrow arrangement in the event Trydent ceases business activities; costs are borne by Client.

21.1 Client receives for the duration of the Agreement a non-exclusive, non-transferable licence to use the Software for its internal business operations, within agreed metrics (such as users, printers, workstations, agents, or calls).

21.2 If Client uses more than agreed, Trydent will invoice excess usage at applicable rates, retroactively from the onset of excess usage.

21.3 Resale or usage by or on behalf of third parties is only permitted under a separate Written reseller agreement.

22.1 The Agreement for recurring Services is entered into for 12 months, unless agreed otherwise.

22.2 Thereafter, the Agreement automatically renews for successive 12-month periods, unless either party terminates In Writing at least 3 months prior to the end of the current term.

22.3 Early termination by Client is not permitted, except in cases under Articles 4.3, 8.3, and 12. In the event of early termination due to a Client default, fees remain payable through the end of the current period.

23.1 The recurring fee commences on the date of commissioning or the scheduled go-live date in the Agreement, whichever is earlier. This does not apply if delay is attributable to Trydent.

23.2 Volume-dependent usage costs (such as AI consumption, call minutes, or storage) are invoiced monthly in arrears at rates in the Agreement.

23.3 Trydent may establish a monthly cap or request an advance for volume-dependent costs. Upon reaching the cap, Trydent consults with Client before increasing it.

24.1 Trydent uses reasonable endeavours to maintain Software availability. An uptime percentage, response, and resolution times only apply if explicitly agreed in a separate service level agreement (SLA).

24.2 Trydent may perform maintenance causing temporary unavailability. Scheduled maintenance is announced 48 hours in advance where feasible and conducted outside business hours where possible.

24.3 Trydent may adapt and enhance the Software. Essential functionality will not be removed without consultation.

24.4 Support is provided by email on business days between 9:00 and 17:00, unless agreed otherwise in an SLA.

25.1 Data entered into the Software by Client remains the property of Client.

25.2 Trydent creates daily backups of data it hosts and retains backups for 30 days.

25.3 Trydent takes appropriate technical and organisational security measures. Trydent will notify Client of any security incident involving personal data without undue delay, and at latest within 48 hours of discovery.

25.4 Client is responsible for its own login credentials, user administration, and the accuracy of entered data.

26.1 The Software may use AI models and third-party services. Trydent may replace a supplier with an equivalent one, provided this causes no material adverse effects for Client.

26.2 Trydent designs AI systems directly communicating with natural persons such that those persons are informed they are interacting with an AI system (Article 50 EU AI Act). Client shall not disable this notification. Client is responsible for how it deploys AI functionality towards its own customers or callers, and for compliance with statutory laws applicable to its business, such as call recording regulations.

26.3 Client shall not use the Software for unlawful purposes. In case of misuse, Trydent may suspend access immediately.

27.1 Upon termination, Client's right of use terminates.

27.2 Upon Client's request submitted within 30 days of termination, Trydent will provide Client's data in a common file format, provided Client has settled all outstanding invoices. Work for data export will be billed at the standard hourly rate.

27.3 No later than 60 days following termination, Trydent will delete Client's data, unless a statutory retention obligation applies.

27.4 Assistance in transitioning to another supplier is provided by Trydent upon request, charged at standard hourly rates.