Article 1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set out below:

• “Customer”: the natural person or legal entity that enters into an agreement with What’s Next B.V.;

• “Services”: all products and services provided by What’s Next B.V., including AI implementations, automations, support, hosting and consultancy;

• “Agreement”: any written or digital agreement between What’s Next B.V. and the Customer, including annexes and these General Terms and Conditions;

• “Personal Data”: all information relating to an identified or identifiable natural person;

• “AI Systems”: technical systems, models, automations or applications developed by What’s Next B.V., based on artificial intelligence or machine learning;

• “Model Drift”: the deterioration or change in performance of AI models due to changing circumstances, data environments or technological developments;

• “Retainer”: monthly fee for keeping systems operational, maintaining them and providing support by What’s Next B.V.;

• “Tooling”: software, infrastructure, APIs, licences and other technical resources required for the performance of the Services;

• “Statement of Work (SOW)”: a separately agreed document describing the specific scope, planning and delivery arrangements of a project.

Article 2. Formation and Applicability

2.1 An agreement is concluded exclusively in writing or digitally, after confirmation by What’s Next B.V.

2.2 These General Terms and Conditions apply to all offers, agreements and activities of What’s Next B.V., unless otherwise agreed in writing.

2.3 The applicability of any general or specific terms and conditions of the Customer is expressly excluded.

2.4 In the event of contradictions between documents, the following order of precedence applies:

1. Individual agreement or Statement of Work (SOW);

2. These General Terms and Conditions;

3. Any prior written agreements.

Article 3. Services and Best-Efforts Obligation

3.1 What’s Next B.V. provides Services based on a best-efforts obligation, unless an obligation to achieve a specific result has been expressly agreed in writing.

3.2 Statements regarding expected results, impact or return are indicative and do not bind What’s Next B.V.

3.3 What’s Next B.V. is entitled to engage third parties or sub-processors for the performance of the Services.

Article 4. Prices, Costs and Payment Terms

4.1 All prices are exclusive of VAT and other levies.

4.2 Any additional costs for infrastructure, cloud services, Tooling, licences or other technical costs are borne by the Customer.

4.3 Such costs are discussed and approved in writing prior to use, unless the costs are necessary to keep already delivered systems operational.

4.4 Invoices are sent electronically and must, unless otherwise agreed in writing, be paid within fourteen (14) days of the invoice date. The exact due date will always be stated on the invoice.

4.6 Amounts already paid are not refundable, unless otherwise agreed in writing.

4.7 If the Customer terminates the agreement in accordance with Article 10.2, the Parties shall mutually determine the monthly costs for keeping, maintaining and operating the systems delivered by What’s Next AI after the active collaboration has ended.

4.8 If the Customer does not pay the monthly costs agreed under Article 4.7 on time, What’s Next AI is entitled to suspend access to the relevant systems or to temporarily take them offline, without being liable for any resulting damage on the part of the Customer.

Article 5. Ownership, Intellectual Property and Transfer

5.1 All systems, AI Systems, code, automations, documentation and other technical components developed by What’s Next B.V. remain the property of What’s Next B.V., unless otherwise agreed in writing or agreed in the Data Processing Agreement. The Parties may agree on transfer of ownership.

5.2 Transfer of ownership or usage rights only takes place after full payment of all fees due. This provision does not affect the fact that the Customer’s Personal Data and other data, including personal data within the meaning of the GDPR, always remain the property of the Customer.

5.3 What’s Next B.V. retains the right to reuse generic building blocks, knowledge, methods and non-customer-specific components elsewhere.

Article 6. Responsibilities of the Customer

6.1 The Customer shall provide the necessary input, decisions and approvals in a timely manner, necessary for proper performance of the work. The Customer is also responsible for the lawful provision of Personal Data and for giving clear, correct and complete instructions regarding the processing of Personal Data, in accordance with applicable laws and regulations, including the GDPR.

6.2 The Customer is responsible for the accuracy of the data provided and for compliance with applicable legislation, including the GDPR and sector-specific rules.

6.3 The Customer guarantees that AI Systems are used only for legitimate, ethical and lawful purposes and is responsible for determining the purposes of the processing of Personal Data, as set out in the Data Processing Agreement and in accordance with the GDPR.

Article 7. Hosting, Maintenance and Retainer Structure

7.1 During the agreement, What’s Next B.V. hosts and maintains the developed systems on secure infrastructure.

7.2 After termination, hosting may be continued at the Customer’s request against payment of a Retainer and maintenance fee.

7.3 Retainers and maintenance fees are determined in mutual agreement, based on the scope, technical complexity and required support capacity.

7.4 If the Customer chooses to host independently, a reasonable technical handover period will be observed, provided all outstanding amounts have been paid.

Article 8. Liability and Limitations

8.1 Liability of What’s Next B.V. for direct damage is limited to the amount paid by the Customer in the three months preceding the event causing the damage.

8.2 Indirect damage, consequential damage, loss of profits, loss of data and reputational damage are excluded from liability.

8.3 The Customer indemnifies What’s Next B.V. against claims from third parties arising from unlawful use or violation of legislation.

8.4 For AI Systems, additional disclaimers apply: outputs may be inaccurate, incomplete or biased. The Customer is responsible for verifying and using the generated results.

8.5 The Customer acknowledges that AI Systems may deteriorate or become less accurate due to changing circumstances, data environments or technological developments (Model Drift). Model Drift does not affect the obligations of What’s Next B.V. regarding security and processing of Personal Data as set out in the Data Processing Agreement, unless otherwise agreed in writing.

8.6 What’s Next B.V. is entitled to implement updates, retraining or optimisations of AI Systems to improve performance or security. Adjustments with material impact will be discussed with the Customer beforehand.

Article 9. Acceptable Use of AI

9.1 The Customer is prohibited from using AI Systems for discriminatory purposes, illegal activities, fraudulent practices, the dissemination of false information or other uses that may cause harm to individuals, entities or society.

9.2 Automated decision-making that impacts individuals’ rights may only take place after human review and approval.

9.3 What’s Next B.V. reserves the right to terminate the agreement immediately if misuse of AI Systems is detected.

Article 10. Duration, Termination and Cancellation

10.1 The agreement is entered into for an indefinite period unless expressly agreed otherwise in writing.

10.2 Both Parties may terminate the agreement at any time in writing, subject to a notice period of two (2) months.

10.3 What’s Next AI is entitled to terminate the agreement immediately in case of non-payment, misuse of systems or breach of these conditions.

Article 11. Confidentiality

11.1 The Parties shall treat all confidential information as strictly confidential and use it only for the performance of the agreement.

11.2 Confidentiality shall remain in effect for three years after termination.

Article 12. Miscellaneous Provisions

12.1 Force majeure, including failures in infrastructure or suppliers, suspends obligations for as long as the force majeure situation persists.

12.2 These General Terms and Conditions and all agreements are governed exclusively by Dutch law.

12.3 Disputes shall be submitted to the competent court in Amsterdam.