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. Each phase may be quoted and billed separately depending on the nature and complexity of the engagement.
• 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, including but not limited to the development of a Proof of Concept (PoC) or any project phase, 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

• Types of Fees:
  • Workshops: Fixed-price workshop of four (4) hours at €516 (excl. VAT). Typical format: ~2 hours collaborative online session + ~2 hours written analysis/report. Invoiced as a one-off fee.
  • Consultancy Fees: Advisory, analysis, configuration, or support work billed at €129 per hour (excl. VAT), unless otherwise agreed in writing.
  • One-off Fees: Fees for project-based work, such as development of a Proof of Concept or custom implementation (fixed or time & materials as agreed).
  • Support Packages (optional): Ongoing support/monitoring subscriptions, if selected by the Client, as specified in the Service Agreement.
  • Travel Time & Expenses: Travel time is billed at €129 per hour (excl. VAT). In addition, reasonable travel expenses (e.g. mileage, public transport, accommodation if required) will be invoiced at cost.
  • External Costs: External costs such as SaaS tools or API usage will be charged to the Client in addition to MBworkers’ fees, unless covered by a Hosting & API add-on plan.
• Billing:
  • Workshops will be invoiced after delivery (or as otherwise agreed in the Service Agreement).
  • Support subscriptions (if any) will be invoiced in advance at the agreed interval (monthly, quarterly, or yearly).
  • Consultancy fees will be invoiced monthly in arrears based on actual hours worked.
  • External costs will be invoiced as incurred.
  • Travel time and expenses will be invoiced together with consultancy fees or as otherwise agreed in writing.
• Payment Terms: All invoices are due within thirty (30) days of the invoice date (NET 30), 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

• No Long Lock-ins: By default, services 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. If a different term applies, it will be stated in the Service Agreement.
• Upon termination or cancellation, all fees and expenses incurred up to the effective date 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. Support and Maintenance (Optional)

• Ownership First: Clients remain the full owners of their workflows, code, and configurations for internal business use. Commercial resale or redistribution is excluded unless otherwise agreed in writing. Support is an optional add-on, not a license to MBworkers-owned workflows.
• Smart Operations Support: Support packages start at 4 hours per month. These hours can be used flexibly for consultancy, tweaks, improvements, advice, technical monitoring, or other assistance requested by the Client.
• Clients may cancel support at any time, with no long-term commitment. Unused hours do not roll over to the next month, unless otherwise agreed in writing.
• Additional work beyond the included hours will be billed at the standard consultancy rate set out in Section 3, unless a different agreement is made in writing.
• Optional add-ons, such as EU hosting and API usage (€150/month), may be selected by the Client.

6. 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.

7. 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.

8. 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 or hosting, MBworkers will transfer control to the Client upon request and settlement of outstanding fees.

9. 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.

10. 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.

11. Disclaimer of Warranties

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

12. 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.

13. 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.

14. 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.

15. 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 separately at the applicable consultancy rate. 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

Such services will be billed at a consultancy rate of €129 per hour (excluding VAT), unless otherwise agreed in writing. 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.

16. 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.

17. 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.

18. 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.

19. Fair Use Policy

To ensure stable performance and fairness across all Clients, MBworkers applies a Fair Use Policy to its services:

• API usage and external tooling (e.g. OpenAI, scraping tools) are subject to reasonable monthly limits.
• For Clients with the Hosting & API add-on, each plan includes an API usage budget of €50 per month. If usage exceeds this limit, the overage will be:
  • Tracked and reported to the Client
  • Invoiced separately on a monthly basis
  • Optionally optimized or upgraded upon consultation
• Excessive or disruptive use may result in service throttling or suspension, with prior notice.

20. 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.

21. Amendments

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

22. Governing Law and Jurisdiction

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

23. Contact Information

• Company Name: MBworkers Vof
• Address: Hollands Hoenlaan 47, 3772PC Barneveld, Netherlands
• Chamber of Commerce ID: 96195363 (Netherlands)
• Website: https://mbworkers.com
• Contact page: https://mbworkers.com/contact/
• Email: info@mbworkers.com