Terms and conditions

1. Introduction

MBworkers Vof is a company registered in the Netherlands. We operate on a global scale, offering tailored B2B services to businesses in international markets. These Terms, together with any individual proposal, service agreement or order (“Service Agreement”), form the entire agreement between MBworkers and the business entity using our services (“Client”).

• Client Materials: Any materials, data, or information provided by the Client.
• Work Product: Deliverables created specifically for the Client by MBworkers.
• MBworkers Materials: Proprietary tools, templates, content, and methodologies owned by MBworkers.
• Service Agreement: The individual proposal, agreement, or order signed between MBworkers and the Client specifying the scope, fees, term, and notice period for each engagement.
• Internal Business Use: The Client’s right to use, host, modify, and adapt the deliverables within its own organization indefinitely. This expressly excludes selling, sublicensing, or distributing the deliverables to third parties.

2. Scope of Services

• MBworkers provides services tailored to Client needs as specified in the relevant Service Agreement. Services may include scope analysis, workshops, proof of concept (PoC), full implementation, ongoing support, or a combination thereof.
• Details of services, pricing, timelines, and deliverables will be outlined in each Service Agreement.
• MBworkers does not guarantee specific outcomes or results; all services are provided based on information and instructions from the Client.
• The Client agrees to provide necessary information and cooperate in good faith to enable efficient service delivery.
• All time estimates or budgets provided by MBworkers are indicative and for planning purposes only. MBworkers shall use reasonable efforts to perform the services within the estimated time and budget, but does not guarantee completion or delivery of a particular result within the specified estimate or budget.
• If it becomes apparent that the estimated hours or budget will be exceeded, MBworkers will notify the Client as soon as possible and consult with the Client about next steps. Any additional work, hours, or costs beyond the original estimate will require the Client’s prior approval.
• Under no circumstances shall time estimates be considered binding or as creating a firm obligation to achieve a specific outcome within such estimates, unless explicitly agreed otherwise in writing.

3. Fees, Billing, and Payment Terms

The specific billing model for your engagement will be defined in your Service Agreement. Our services generally fall into one of the following categories:

• Fixed Price Engagements: For services defined with a fixed price (such as initial assessments or audits), the Client agrees to pay the stated fee regardless of the time incurred by MBworkers. Unless otherwise stated in the Service Agreement, Fixed Price engagements are invoiced 100% upfront and work commences upon receipt of payment.

• Time & Materials with Mobilization Deposit: For estimation-based projects, MBworkers will provide a Preliminary Estimate of the required hours. A Mobilization Deposit (percentage or fixed amount as defined in the Service Agreement) is required before work begins. At the end of the billing cycle or project phase, MBworkers will calculate the Actual Costs based on hours worked and materials used. If the actual value of work exceeds the deposit, the difference will be invoiced. If the work is completed for less than the deposit, the remaining balance remains as a credit for future services valid for twelve (12) months from the date of invoice unless otherwise agreed.

• Monthly Retainers (Availability): For services where MBworkers guarantees availability or provides a set number of support hours per month (“use it or lose it”), these are invoiced in advance. Unused hours do not roll over to the next billing cycle and expire at the end of the month, unless explicitly agreed otherwise in writing.

• Flexible Service Credits / Budgets: If the Service Agreement specifies a pre-paid “Budget” or “Credit” (e.g., a block of 50 hours or a financial budget of €10,000 to be used flexibly), these hours/funds do roll over month-to-month until exhausted. To prevent indefinite open liabilities, these credits remain valid for twelve (12) months from the date of invoice unless otherwise agreed.

• Expenses, API Credits & Software: While service fees may be billed upfront, external costs incurred specifically for the project (including but not limited to SaaS subscriptions, software licenses, plugins, API credits, and third-party assets) are billed in arrears based on actual usage/costs. Expenses exceeding €100 per single item or €100 per month for recurring subscriptions require the Client’s prior written approval (email suffices). These costs will be invoiced at cost, without markup, added to the monthly invoice.

• Travel Time & Expenses: Travel time is billed at the standard consultancy rate unless otherwise agreed. Reasonable travel expenses (e.g., mileage, public transport, accommodation) will be invoiced at cost.

Billing & Payment:

• Invoicing Timing: Upfront fees, Retainers, and Mobilization Deposits are invoiced upon acceptance of the Service Agreement. Variable costs (Time & Materials usage beyond the deposit, API overages, software costs, and travel expenses) are invoiced monthly in arrears.

• Payment Terms: All invoices are due within fourteen (14) days of the invoice date (NET 14), unless otherwise agreed in writing.

• Taxes: All amounts are exclusive of VAT and other applicable taxes. The Client is responsible for any such taxes, except for taxes on MBworkers’ income.

4. Term, Renewal, and Termination

• Term: The duration of the engagement is specified in the Service Agreement.
• Recurring Services: Unless otherwise specified, recurring services (such as monthly retainers) run month-to-month and renew automatically until cancelled. Either party may cancel with at least seven (7) days’ written notice before the next billing cycle.
• Upon termination or cancellation, all fees and expenses incurred up to the effective date (including software costs and hours worked but not yet invoiced) remain payable by the Client.
• MBworkers reserves the right to suspend or terminate services immediately in case of non-payment, material breach, or misuse.

5. Client Obligations

• Provide accurate, current, and complete information necessary for service delivery.
• Avoid using MBworkers’ services for unlawful, unethical, or prohibited activities (see Prohibited Activities).
• Comply with all applicable laws, including data protection and intellectual property rights.
• Promptly notify MBworkers of any changes affecting the scope or execution of services.

6. Confidentiality

• MBworkers will safeguard Client Materials and information using commercially reasonable measures.
• Confidentiality obligations do not apply to information that is publicly available, independently developed, or disclosed by legal requirement.
• MBworkers complies with GDPR and other applicable data protection laws. Where required, a separate Data Processing Agreement (DPA) will apply.

7. Intellectual Property

• Client Ownership (“You Own It”): Upon full payment of applicable fees, the Client owns all Work Product created specifically for the Client, including automation workflows, code, configurations, and documentation, for its internal business use. This ownership does not include resale, sublicensing, redistribution, or other commercial exploitation to third parties unless expressly agreed in writing.
• MBworkers Materials: MBworkers retains ownership of its pre-existing or generic tools, templates, scripts, frameworks, methodologies, and know-how. To the extent MBworkers Materials are included in the Work Product, MBworkers grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use and modify them as reasonably necessary for the Client’s internal business use of the Work Product.
• Access & Control: Where feasible, infrastructure, API keys, and accounts are provisioned in the Client’s own environments. If MBworkers provisions interim accounts, MBworkers will transfer control to the Client upon request and settlement of outstanding fees.

8. Prohibited Activities

• The Client agrees not to:
  • Use services for unlawful purposes, including fraud, tax evasion, or money laundering.
  • Request or engage in unethical tasks such as intellectual property infringement, harassment, discrimination, or activities violating personal rights.
  • Circumvent MBworkers’ payment systems or processes.
  • Engage in unauthorized automation or scraping of MBworkers’ systems.
• Violations may result in immediate termination and legal action.

9. Service Interruptions

MBworkers may temporarily suspend services for maintenance, system updates, or emergencies. The Client will be notified of planned disruptions in advance, where feasible.

10. Disclaimer of Warranties

MBworkers provides services “as is” and “as available.” We disclaim all warranties, express or implied, including fitness for a particular purpose.

11. Limitation of Liability

• MBworkers is not liable for indirect damages, including loss of profits or data.
• MBworkers’ aggregate liability is limited to the fees paid by the Client in the two months preceding the claim.
• MBworkers is not liable for delays or failures caused by events beyond its control, including natural disasters, government action, or cyberattacks.

12. Indemnification

• The Client agrees to indemnify MBworkers against claims, damages, and expenses arising from:
  • Misuse of services,
  • Breach of these Terms,
  • Third-party claims due to Client actions or omissions.

13. Non-Solicitation of Personnel

• For the duration of the agreement and for one (1) year after termination, the Client and affiliated businesses may not:
  • Directly or indirectly employ or engage any MBworkers personnel involved in the engagement, except with MBworkers’ prior written consent.
  • Induce MBworkers’ personnel to terminate their engagement.
  • If breached, a penalty of €12,000 per violation applies, plus €500 per day for continued violation, without prejudice to MBworkers’ right to claim further damages.

14. Custom Work and Redesigns

From time to time, the Client may request services beyond the scope of the existing project or support plan. These are considered Custom Work and will be billed according to the model (Time & Materials or Fixed Price) defined in the Service Agreement.

Custom Work includes, but is not limited to:

• Major redesigns or structural changes to existing workflows
• Expansion of features, logic, or integrations beyond the original scope
• Strategic consultancy on automation, AI use cases, or business operations

MBworkers will always define the scope clearly, provide an estimated effort or timeline, and proceed only after receiving the Client’s written approval. This ensures both flexibility and transparency when adapting to changing business needs.

15. Acceptance of Deliverables

Unless otherwise specified in the Service Agreement, deliverables will be deemed accepted upon delivery unless the Client notifies MBworkers in writing of any material defects or non-conformities within seven (7) calendar days. If such a notice is received, MBworkers will work in good faith to address and resolve any validated concerns. Minor issues, preferences, or subjective feedback do not constitute grounds for rejection.

16. Limitations on Use and Redistribution

All deliverables and automation solutions provided by MBworkers are intended solely for the Client’s internal business use. Clients retain ownership and control for such use. Any redistribution, sublicensing, resale, or other commercial exploitation to third parties is strictly prohibited without MBworkers’ prior written consent.

For clarity: “internal business use” means the Client may use, host, modify, and adapt the deliverables indefinitely within its own organization, but may not sell, license, or distribute them commercially to third parties without written approval from MBworkers.

17. Service Level Disclaimer

Unless otherwise specified in a separate Service Level Agreement (SLA) or the applicable Service Agreement, MBworkers does not guarantee specific levels of uptime, response times, or resolution times. MBworkers will make reasonable efforts to ensure continuity of service and support, but timelines may vary depending on issue complexity, third-party systems, and other external factors.

18. System Integrity and Usage Limits

To ensure the stability and security of our services and infrastructure, MBworkers applies the following usage guidelines:

• API Usage & Costs: Where MBworkers facilitates API access (e.g., OpenAI, Anthropic, or other third-party tools), usage costs are passed through to the Client and invoiced monthly in arrears unless otherwise agreed.
• Prohibited disruptive use: While API credits may be billed based on usage, the Client agrees not to engage in excessive or disruptive activity that compromises MBworkers’ infrastructure or provider accounts (e.g., “infinite loops,” abusive scraping, or volume that triggers provider bans).
• MBworkers reserves the right to throttle or temporarily suspend services if usage patterns threaten system stability or violate third-party provider policies, even if such usage is billable. We will attempt to notify the Client immediately to resolve the issue.

19. Entire Agreement and Precedence

These Terms, together with any signed Service Agreement or Proposal, constitute the entire agreement between MBworkers and the Client regarding the subject matter herein. In the event of a conflict between these Terms and the terms in a signed Service Agreement, the provisions of the Service Agreement shall prevail.

20. Amendments

MBworkers reserves the right to update these Terms. Changes will take effect upon notification or posting. Continued use of services constitutes acceptance.

21. Governing Law and Jurisdiction

These Terms are governed by Dutch law. All disputes shall be exclusively resolved in the courts of Amsterdam, Netherlands.

22. Contact Information

• Company Name: MBworkers Vof
• Address: Hollands Hoenlaan 47, 3772PC Barneveld, Netherlands
• Chamber of Commerce ID: 96195363 (Netherlands)