Terms and Conditions

Terms and conditions

Last modified: 16 September 2026 · Effective date: 16 September 2026

These terms and conditions (“Terms”) apply to all services provided by MBWorkers Vof (“MBWorkers”, “we”, “us”) to business clients (“Client”, “you”). They apply solely to business entities, not to consumers. By using our services you agree to these Terms. Together with the proposal, quote or order confirmation for a specific engagement (“Engagement”), they form the entire agreement between you and us.

1. Definitions

Engagement: the agreement on a specific piece of work, as set out in a proposal, quote or order confirmation, stating at least the scope, the price and the term or timeline.
Services: the work we do for you under an Engagement, such as advice, building and implementation, guidance, and support and maintenance.
Outcome / Deliverable: the result we deliver to you (e.g. advice, a report, workflow, application, integration or a running process).
MBWorkers Systems: the tools, workflows, prompts, code, configurations, templates, accounts, methodology and infrastructure we use or develop to deliver the Services.
Subprocessor: a third party we use to deliver the service, including AI providers (e.g. OpenAI, Anthropic), tooling and hosting.
Client Materials: all data, information and materials you provide to us.
Internal business use: the right to use Outcomes within your own organisation without limit, but not to sell, sublicense or distribute them to third parties.

2. Our services

We help businesses work smarter with AI and automation. Depending on what fits, we do that in one or more of these forms:

Advice: thinking along, exploring where AI adds value, and helping with choices of approach and tools.
Building and implementation: developing, setting up and putting into use workflows, AI applications, integrations and systems.
Guidance: thinking along and hands-on guidance, so your team can work with AI themselves.
Support and maintenance: ongoing support, management and further development of what we have set up together.

3. Engagement, scope and additional work

For every piece of work we agree up front, in an Engagement, what we will do, what it costs and how long it runs or when we deliver.
Changes or additional work outside the agreed scope are only carried out after we have discussed the impact on timeline and cost with you and you have approved in writing (email is fine).
We perform the Services to the best of our ability and with professional care. Unless the Engagement expressly states otherwise, this is a best-efforts obligation and we do not guarantee specific outcomes or turnaround times. Stated timelines are targets.
After delivery of an Outcome you can review it. If it does not meet what was agreed in the Engagement, let us know with reasons within fourteen (14) days and we will fix it. After that period, or as soon as you put the Outcome into use, it is deemed accepted.

4. Fees, billing and payment

Price and payment terms follow from the Engagement: for example a fixed project price, an hourly rate on a time-and-materials basis, or a periodic fee for ongoing guidance, support or maintenance.
Third-party costs: costs for licenses, API and AI usage, hosting or paid data sources specifically required for your Engagement are only incurred after agreement with you. We never charge such costs by surprise after the fact. Agreed third-party costs are invoiced at cost, unless the Engagement states otherwise.
Unless the Engagement states otherwise, periodic fees are invoiced in advance per period, and time-and-materials work, agreed third-party costs and any travel costs are invoiced in arrears.
All invoices are due within fourteen (14) days of the invoice date (NET 14), unless otherwise agreed in writing.
All amounts are exclusive of VAT and other applicable taxes.
Indexation: we may adjust the price for ongoing services once per calendar year, at least equal to the Dutch Consumer Price Index (CPI/CBS). We announce this at least thirty (30) days in advance. If the index is negative, the price stays the same.
In case of non-payment we may suspend or terminate the service, without prejudice to our right to payment of outstanding amounts.

5. Term and termination

Projects and one-off work end once the agreed work has been delivered, unless the Engagement states otherwise.
Ongoing services, such as guidance, support or maintenance, run for the period stated in the Engagement. Unless agreed otherwise, they run month-to-month, renew automatically and can be terminated in writing with one (1) month's notice.
On termination, for whatever reason, all work performed and (agreed) costs incurred up to that point remain payable.

6. What we need from you

Timely, accurate and complete information and access needed to do the work.
A point of contact who can answer questions and give approvals.
For guidance: the availability and commitment of the employees involved.
Use of our services solely for lawful purposes, in line with these Terms and applicable law.
You remain responsible for how you use the Outcomes and AI applications in your organisation, and for the decisions you base on them.

7. Results and intellectual property

By default, the rights stay with us. Unless the Engagement states otherwise, all intellectual property rights in what we develop, and in the MBWorkers Systems, remain with MBWorkers.
A right of use for you. You receive a non-exclusive right to use the Outcomes delivered to you for internal business use. For one-off Outcomes this right is lasting once the related invoices have been paid. For Outcomes that are part of an ongoing service it applies for as long as that service runs, or as agreed in the Engagement. Reselling, sublicensing or distributing them to third parties is not permitted without our written consent.
Transfer is possible when agreed. An Engagement may agree that (part of) what we build for you is transferred to you. What is transferred, and on what conditions, is then recorded in writing. General building blocks, know-how and methods we also use for others remain ours; you receive the right of use needed to use the transferred work.
Your data stays yours. Your Client Materials and the data in them remain yours.
End of the engagement. What happens to running systems, accounts and any transfer follows from the Engagement. Where nothing has been agreed, processes we run on our own infrastructure or accounts stop when the related service ends. What we have set up in your own environment or accounts, and has been paid for, stays in place. A transfer or takeover can always be agreed with you separately.

8. Tools, AI and third parties

To deliver the service we use Subprocessors, including AI providers (e.g. OpenAI, Anthropic), tooling and hosting. Client Materials may be processed in the course of this; see our privacy policy and, where applicable, the data processing agreement.
We are not responsible for the systems, security or availability of these third parties, and accept no liability for outages or errors in their software.
Where agreed, we manage tools, licenses and API accounts on your behalf to ensure continuity and quality. If you stop paying for the necessary underlying licenses or services, the associated automated processes may stop.

9. Confidentiality and data protection

We treat your Client Materials and information as confidential and protect them with commercially reasonable measures.
Where we process personal data on your behalf in delivering the service, we act as a processor. Where required we enter into a data processing agreement (DPA), which prevails over these Terms with respect to the processing of personal data.
We comply with the GDPR and other applicable law.

10. Warranties and liability

Services are provided “as is” and “as available”. We disclaim all implied warranties, including fitness for a particular purpose, and do not guarantee specific results.
No liability. MBWorkers is not liable for any damage arising from or in connection with the Services or Deliverables. This applies to direct and indirect damage, including consequential loss, loss of profit, missed savings, business interruption, loss of data and damage caused by errors in AI output.
If we are nevertheless liable despite this exclusion, that liability is in all cases limited to the amount you paid for the Engagement concerned in the two (2) months preceding the event that caused the damage.
The exclusion and limitation do not apply to the extent the law does not allow it, such as in the case of intent or deliberate recklessness of our management.
AI output. AI can make mistakes. Check Deliverables yourself before relying on them or basing decisions on them.
We are not liable for delay or failure due to causes beyond our control, including force majeure, government action, third-party failures (such as API outages or bugs in external tools) or cyberattacks.
Time limit. A claim lapses if you have not reported it to us in writing within twelve (12) months after you discovered the damage, or could reasonably have discovered it.
Indemnity. You indemnify MBWorkers against third-party claims related to your use of the Services or Deliverables, or to Client Materials you provide to us.

11. Prohibited use

You will not use our services for unlawful purposes (such as fraud, tax evasion or money laundering), unethical tasks (such as IP infringement, harassment or discrimination), circumventing our payment processes, or unauthorised automation/scraping of our systems.
Violation may result in immediate suspension or termination and, where applicable, legal action.

12. Non-solicitation of personnel

During the engagement and for one (1) year afterwards, you and affiliated businesses will not employ or engage any MBWorkers personnel involved in the engagement, nor induce them to leave, except with our prior written consent. In case of breach, a penalty of EUR 12,000 per violation applies, plus EUR 500 per day the violation continues, without prejudice to our right to claim further damages.

13. Availability and fair use

Unless a separate SLA is agreed, we do not guarantee specific uptime, response or resolution times. We make reasonable efforts toward continuity; timelines vary with complexity and external factors.
We may temporarily suspend the service for maintenance, or where usage threatens system stability or provider policies (e.g. abusive scraping or “infinite loops”), even if such usage would be billable. We will inform you as soon as possible.

14. Changes, entire agreement and precedence

We may update these Terms; changes take effect upon posting or notification. Continued use constitutes acceptance.
In case of conflict between these Terms and a signed Engagement, the Engagement prevails.

15. Governing law and jurisdiction

These Terms are governed by Dutch law. Disputes are submitted to the competent Dutch court in the district of our registered seat.

16. Contact

Company: MBWorkers Vof
Address: Hollands Hoenlaan 47, 3772 PC Barneveld, Netherlands
Chamber of Commerce: 96195363
Email: [email protected]

Terms & Conditions.