/TERMS OF SERVICE
In these general terms and conditions, the following terms have the following meaning, unless expressly stated otherwise.
Offer: any quotation, proposal or price estimate from Triad to the Client for the performance of Services.
Services: the services of Triad, including the design, development, implementation, hosting, management and maintenance of AI automations (such as workflows in n8n, AI agents and the Workforce platform), and the related advice, consultancy and project management.
Triad: Triad B.V., located at Parallel Boulevard 17A, 2202 HK Noordwijk, the Netherlands, registered with the Chamber of Commerce under number 42034623, VAT number NL869406188B01.
Client: the natural or legal person acting in the exercise of a profession or business who instructs Triad, enters into an Agreement with Triad, or to whom Triad makes an Offer.
Parties: Triad and the Client together, each separately a Party.
Agreement: any arrangement between Triad and the Client regarding Services, including an Offer accepted by the Client, a fixed monthly arrangement and additional or amended assignments. These general terms and conditions form an inseparable whole with it.
Fixed monthly arrangement: an Agreement under which the Client purchases capacity, management or support from Triad against a fixed periodic fee, even if that arrangement is called otherwise, such as a retainer or subscription.
Software: all software developed, configured or made available by Triad, including the Workforce platform.
AI automation: any workflow, automation, integration, AI agent, model based function, rule set, prompt, script, or other automated process developed, configured, or made available by Triad, including any output generated by such process.
AI output: any suggestion, plan, schedule, prioritisation, recommendation, classification, generated text, generated data, or other result produced by Software or an AI automation.
Acceptance: the written confirmation by Client that the delivered Software or AI automation meets the agreed specifications and may be used in production.
High impact use: use of Software or an AI automation for processes where errors can reasonably lead to personal injury, safety risks, breach of law or regulation, or material financial damage, including medical care, emergency services, safety critical operations, legal decision making, and statutory compliance.
In writing: by letter or by e-mail, unless these general terms and conditions or the Agreement state otherwise.
These general terms and conditions apply to every Offer from Triad, every Agreement between Triad and Client and to every Service offered by Triad.
Before an Agreement (remote) is concluded, the Client will be provided with these general terms and conditions, or with a link where the Client can view and store them.
Deviations from these general terms and conditions only apply if the Parties have agreed them In writing, and only for the Agreement for which they were made.
These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
The general terms and conditions of the Client are expressly excluded.
If one or more provisions of these general terms and conditions are or become partially or completely null and void, the other provisions of these general terms and conditions will remain in force and the null and void/annulled provision(s) will be replaced by a provision with the same purport as the original provision.
In the event of a conflict between the Agreement and these general terms and conditions, the Agreement prevails. In the event of a conflict between these general terms and conditions and a data processing agreement, the data processing agreement prevails insofar as the processing of personal data is concerned. Any ambiguities regarding the content, explanation or situations not covered by these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
The applicability of Articles 7:404 BW and 7:407 paragraph 2 BW is explicitly excluded. These articles, which contain specific rules on personal assignments to a service provider and joint and several liability for collaborating contractors, do not apply.
The rights and obligations under the Agreement may not be transferred or pledged by the Client to a third party, unless Triad gives its express prior written consent. Triad may attach conditions to this consent.
In the event that Triad has not always demanded compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.
All offers made by Triad are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
An Offer is valid for the period stated in the Offer or, if the Offer does not state a period, for 14 days after its date. Nevertheless, Triad has the right to refuse an Agreement with a potential Client for a reason that Triad considers valid.
The Offer contains a description of the Services offered. The description is sufficiently detailed to enable the Client to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Triad. Any images and data in the Offer are merely indicative and cannot be grounds for any compensation or termination of the Agreement. Furthermore, all offers are made on the basis of data provided by the Client. Offers will lapse if the Client's data is incorrect or incomplete.
Offers or quotations do not automatically apply to subsequent orders.
Delivery times and terms in Triad's offer are indicative and do not entitle the Client to termination or compensation if they are exceeded, unless expressly agreed otherwise.
A composite quotation does not oblige Triad to supply part of the items included in the offer or quotation for a corresponding part of the stated price.
The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Triad by returning a signed copy (scanned, original or digitally signed) to Triad, or gives explicit and unambiguous agreement to the Offer by e-mail.
Triad is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contained an obvious mistake or typo. The Client cannot derive any rights from this mistake or typo.
Any Agreement entered into with Triad or any project awarded to Triad by Client shall be vested in the company and not in any individual person associated with Triad.
If the Client cancels an already confirmed Agreement, the costs actually incurred up to that point (including the time spent) will be charged to the Client.
The Client's right of withdrawal is excluded, unless otherwise agreed.
If the Agreement is entered into by multiple Clients, each Client shall be jointly and severally liable for the fulfilment of all obligations arising from the Agreement.
An Agreement for a defined project applies until the delivery or completion of that project. A fixed monthly arrangement and any other Agreement with a periodic fee is entered into for an indefinite period, with an initial term of three months, unless the Agreement provides otherwise. The duration of a project is partly dependent on external factors including, but not limited to, the quality and timely delivery of the information that Triad obtains from the Client.
Both Client and Triad may dissolve the Agreement on the grounds of an attributable failure to comply with the Agreement if the other party has been given written notice of default, has been given a reasonable period to comply with its obligations, and still fails to comply with its obligations correctly. This also includes the payment and cooperation obligations of Client.
The termination of the agreement shall not affect the payment obligations of the Client insofar as Triad has already performed work or delivered services at the time of termination. The Client must pay the agreed fee.
A fixed monthly arrangement or any other Agreement with a periodic fee may be terminated by either Party by e-mail with one month's notice, effective at the end of a calendar month. The termination does not take effect before the end of the initial term.
If the Client terminates a project assignment prematurely, Client shall owe Triad the costs incurred up to that point at the agreed (hourly) rate, plus any third-party costs that Triad has already incurred or can no longer cancel. Triad's time registration shall be leading in this regard.
Both the Client and Triad may terminate the Agreement In writing, in whole or in part, with immediate effect, without further notice of default, if one of the parties is granted a suspension of payments, bankruptcy has been filed for or declared, or the company in question is terminated or liquidated. If a situation as mentioned above occurs, Triad is never obliged to refund any monies already received and/or to pay damages.
Upon termination of the Agreement, the Client's right to use Software and AI automations that Triad hosts or makes available as a service ends, unless the Agreement provides otherwise. At the Client's request, Triad will provide the Client's data within a reasonable period in a common format and will cooperate with a transfer. Triad may charge the work for a transfer at the applicable rate. The deletion of personal data is governed by the data processing agreement.
Triad will make every effort to perform the agreed service with the utmost care, as may be expected of a good service provider. Triad provides its services in a professional and independent manner. All services are performed on the basis of an obligation of effort, unless a result has been explicitly and in writing agreed upon that has been described in detail.
The Agreement under which Triad performs the services is leading for the scope and extent of the services provided. The Agreement will only be performed for the benefit of the Client.
Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
The information and data provided by the Client form the basis on which the services offered by Triad and the prices are based. Triad has the right to adjust its services and prices if the information provided proves to be incorrect and/or incomplete.
In performing the services, Triad is not obliged or required to follow the instructions of the Client if this changes the content or scope of the agreed services. If the instructions result in additional work for Triad, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
Triad is entitled to engage third parties at its own discretion to perform the services, such as freelancers, subcontractors and suppliers, including outside the Netherlands, regardless of whether the Agreement was entered into with a view to performance by a specific person. The processing of personal data is governed by the arrangements in the data processing agreement.
If the nature and duration of the assignment so require, Triad will keep the Client informed of progress in the agreed manner.
The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established planning. Triad is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided it in a timely manner or in the desired format, has not provided sufficient cooperation, a possible advance payment has not been received by Triad in a timely manner or there is a delay due to other circumstances, which are at the expense and risk of the Client, Triad is entitled to a reasonable extension of the delivery period. All damage and additional costs resulting from a delay due to a cause as mentioned above are at the expense and risk of the Client.
High impact use is not permitted unless Parties have explicitly agreed this in writing and have recorded additional specifications, controls, and responsibilities. If Client uses Software or an AI automation for high impact use without such written agreement, then Client does so at its own risk and Client indemnifies Triad against all claims and damages arising from such use.
The Services make use of software and services of third parties, such as automation platforms, providers of language models and hosting parties. Triad selects these with care, but has no influence on their availability, terms and prices. If a third party changes its service in a way that materially affects the Services, Triad will agree with the Client on how to proceed. Adjustments required as a result count as additional work, unless they fit within a fixed monthly arrangement.
Triad can, if instructed to do so, draw up advice, an action plan, design, report, planning and/or reporting for the purpose of providing services. The content thereof is not binding and is only advisory in nature, but Triad will observe its duties of care. The client decides for itself and on its own responsibility whether it follows the advice.
The advice provided by Triad, in whatever form, can never be regarded as binding advice.
Client is obliged to assess proposals provided by Triad at the first request of Triad. If Triad is delayed in its work because Client does not provide an assessment of a proposal made by Triad or does not provide it in a timely manner, Client is at all times responsible for the consequences thereof, such as delay.
The nature of the service provision entails that the service provision is at all times dependent on external factors that may influence Triad's reports and advice, such as the quality, accuracy and timely delivery of required information and data from the Client and its employees. The Client is responsible for the quality and for the timely and correct delivery of the required data and information.
The Client shall notify Triad in writing prior to commencement of the work of all circumstances that are or may be of importance, including any points and priorities to which the Client wishes attention to be given.
Parties may agree with regard to the performance of the Agreement that one or more of the employees they engage will participate in a working group. If there is a working group, the provision of information will take place in a manner agreed upon by the working group.
The Client guarantees that the employee(s) engaged by it are authorised to make binding decisions for the Client.
A decision taken by the working group shall only be binding on Triad if the parties have explicitly agreed to this in writing, or if Triad confirms the decision in writing. Nevertheless, Triad shall have the right not to comply with any decision if, in the sole judgment of Triad, it is incompatible with the Agreement.
If during the execution of the agreement it appears that the agreement needs to be adjusted, or if additional work is required at the request of the Client to achieve the desired result of the Client, the Client is obliged to pay for this additional work according to the agreed rate. Triad is not obliged to comply with this request, and may require the Client to conclude a separate agreement for this purpose and/or to refer to an authorised third party.
If the additional work is the result of negligence on the part of Triad, Triad has made an incorrect assessment or could reasonably have foreseen the work in question, these costs will not be charged to the Client.
Client is obliged to provide all information requested by Triad as well as relevant attachments and related information and data in a timely manner and/or before commencement of the work and in the desired form for the purpose of a correct and efficient execution of the Agreement. Failure to do so may result in Triad being unable to realise a full execution and/or delivery of the relevant services. The consequences of such a situation shall at all times be at the expense and risk of Client.
Triad is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Triad responsible for the accuracy and completeness of the information compiled by Triad for third parties and/or provided to third parties in the context of the Agreement.
Triad may, if necessary for the execution of the agreement, request additional information. In the absence thereof, Triad is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for damages on any grounds whatsoever to the Client. In the event of changed circumstances, the Client must notify Triad of this immediately, or at the latest 3 working days after the change has become known.
If the commencement, progress or (delivery) of the Services is delayed because, for example, the Client has not provided all requested information or has not provided it in a timely manner, has not provided sufficient cooperation, the advance payment has not been received by Triad in a timely manner or due to other circumstances for which the Client is responsible and at the Client's risk, Triad is entitled to a reasonable extension of the (delivery) period. In no event shall the stated periods be fatal periods, nor can Triad be held liable for exceeding the agreed period.
All damage and additional costs resulting from delay due to a cause mentioned in paragraph 1 shall be at the expense and risk of the Client.
If the Client is required to give approval, Triad is entitled to suspend the performance of the Agreement until the Client has given its approval.
Triad will make every effort to provide the service within the agreed term, to the extent that this can reasonably be expected of it. In the event of urgency, the Client is obliged to reimburse Triad for the additional costs involved.
Triad will make every effort to deliver the Service as much as possible in accordance with the Offer.
Delivery will take place in a manner explicitly and in writing agreed upon by the parties. Any agreed (user) documentation will be provided by Triad in writing or digitally.
Unless agreed otherwise In writing, the Client provides the access, accounts, licences and rights in its own systems and with its own suppliers that are required for the performance and use of the Services.
After delivery, the Client is responsible for correct compliance with third-party licence and usage terms when using the delivered Software and AI automations, including the terms of data sources and platforms that the Client has used. Triad will adequately inform the Client about the applicable terms known to it.
Triad delivers Software or an AI automation for Acceptance. The Client assesses the delivery within 10 working days and reports defects In writing and in a specified manner. The delivery is deemed accepted if the Client does not report defects within that period, or as soon as the Client uses the delivery in production. Minor defects that do not materially impede use do not prevent Acceptance; Triad will remedy them within a reasonable period.
Source code, workflows, prompts and technical documentation of the Services are only transferred or made available to the Client if this has been agreed in the Agreement. Article 21 applies.
Triad is never obliged to perform data conversion, unless otherwise agreed.
Triad is not liable for damage resulting from, or in connection with, changes made or work performed on Software or AI automations by the Client or third parties without the express permission of Triad.
If and to the extent expressly agreed in writing, during the warranty period the Client may only rely on this warranty provision and Triad is not obliged to pay any compensation for damages arising from the defects found during the warranty period.
If a defect is not covered by the free repair during the warranty period, the Client must reimburse the relevant costs. This includes in any case repair as a result of operating errors or unskilled use by the Client and/or other causes not attributable to Triad.
The risk of theft and loss, embezzlement or damage to data, documents, Software, AI automations, data files and/or items used, created or delivered in the context of the performance of the Agreement shall pass to the Client at the time at which they are actually made available to the Client, or at the time of the first use. This does not affect Triad's obligations in hosting and management (Article 25) and under the data processing agreement.
All prices are in principle exclusive of sales tax (VAT), unless otherwise agreed.
Fees for a fixed monthly arrangement and other periodic fees are invoiced in advance and must be paid in advance, per month or per other period stated in the Agreement, because Triad reserves capacity and incurs costs for this. Triad may start or continue the work for a period once payment for that period has been received.
Triad provides its services in the form of a fixed monthly arrangement, a subscription or a project. Only if expressly agreed, services are performed at an hourly rate. The costs of these activities are calculated monthly afterwards on the basis of the time registration drawn up by Triad (post-calculation).
Travel time for the benefit of the Client and travel-related costs will be charged to the Client.
The Client is obliged to pay for the agreed services of Triad in full, regardless of whether it has taken the delivered Software or AI automations into use or makes use of the option for management or support.
The Client is obliged to fully reimburse the costs of third parties deployed by Triad after approval by the Client, unless expressly agreed otherwise.
For Services in which Triad uses language models (Large Language Models, LLMs), the associated usage costs (API usage) are invoiced to the Client monthly at Triad’s purchase price plus a 15% surcharge for management and administration. No usage credit is included. This provision applies from 1 January 2027. Until that date, an API credit of € 25 per month is included and usage in excess of that credit is passed on one-to-one, without any mark-up.
Parties may agree that Client must pay an advance. If an advance has been agreed, Client must pay the advance before the performance of the service commences.
The client cannot derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.
Prices and rates are determined per Offer. The prices and rates stated in an accepted Offer apply to the Services described in that Offer.
Triad may change its standard prices and rates at any time. Price changes are generally implemented per 1 January.
Changed standard prices and rates apply to Offers issued on or after the effective date of the change, and to new projects, additional assignments, and follow up orders. A price change does not apply to work already agreed in an accepted Offer, unless Parties agree otherwise in writing.
If a periodic payment obligation has been agreed, Triad is entitled to adjust the applicable prices and rates in writing, taking into account a period of 2 months.
The Client pays within 14 days of the invoice date, unless the invoice or the Agreement states another term, in one go and without any offset or suspension, to the account number of Triad stated on the invoice.
In the event of liquidation, suspension of payments, bankruptcy or attachment of (part of) the assets of Client, payment and all other obligations of Client under the Agreement shall become immediately due and payable.
Triad may apply new prices and rates to new projects, additional assignments, and follow up orders. A new Offer is required for such work, unless Parties agree otherwise in writing.
For projects with an agreed estimate of hours, the price and rate stated in the Offer apply up to 125 percent of the estimated hours. After exceeding 125 percent of the estimated hours, Triad is entitled to charge the then current rate for the additional hours, unless Parties agree otherwise in writing.
If the Client fails to meet its payment obligation and has not fulfilled its obligation within the payment term set for this purpose, the Client will be in default by operation of law.
From the date that the Client is in default, Triad will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the scale in the decision on compensation for extrajudicial collection costs of 1 July 2012.
If Triad has incurred more or higher costs that are reasonably necessary, these costs will be eligible for reimbursement. The full legal and execution costs incurred will also be borne by the Client.
Triad has the right to retain the data, data files and more received or realized by it if the Client has not yet (fully) met its payment obligations. This right remains in full force if a valid reason arises for Triad that justifies suspension in that case.
Triad is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the agreement, including late payment of its invoices. The suspension will be confirmed to the Client in writing immediately. Suspension may also consist of pausing Software and AI automations hosted by Triad, after Triad has warned the Client In writing and has given a period of at least 7 days.
In that case, Triad is not liable for any damage, of whatever nature, as a result of the suspension of its activities.
The suspension (and/or termination) shall not affect the payment obligations of the Client for work already performed. Furthermore, the Client shall be obliged to compensate Triad for any financial loss that Triad suffers as a result of the Client's default.
All items delivered by Triad remain the property of Triad until the Client has fulfilled all obligations under all agreements concluded with Triad. Rights that Triad grants or transfers to the Client, such as a right of use or intellectual property rights, only arise or pass once the Client has paid the fees for the relevant Services in full.
The Client is not authorised to pledge or otherwise encumber the items subject to the retention of title if ownership has not yet been fully transferred.
If third parties seize the items delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform Triad thereof as soon as may reasonably be expected.
Triad shall not be liable if it is unable to fulfil its obligations under the agreement as a result of a force majeure situation.
Force majeure on the part of Triad shall in any case be understood to mean, but is not limited to: (i) force majeure of suppliers of Triad, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended to Triad by the Client or its third parties, (iii) deficiencies of third parties involved in the performance of the service, (iv) government measures, (v) outages, changes or restrictions at providers of language models, cloud and hosting services, and disruption of electricity, internet, data network and/or telecommunications facilities, (vi) illness of employees of Triad or advisors engaged by it and (vii) other situations that in the opinion of Triad fall outside its sphere of influence and that temporarily or permanently prevent the fulfilment of its obligations.
If the force majeure lasts longer than 60 days, both Parties have the right to terminate the Agreement In writing in whole or in part. All costs incurred prior to the termination of the Agreement will in that case be paid by the Client. Triad is not obliged to compensate the Client for any losses caused by such a termination.
A shortcoming on the part of Triad will only be deemed to exist if and to the extent that Triad has expressly and in writing guaranteed a specific result in the Agreement and Client demonstrates that Triad has failed to meet that guaranteed result. All Services, including Software and any AI automation, are provided on a best efforts basis unless expressly agreed otherwise in writing.
Client must notify Triad in writing of any alleged shortcoming within 14 days after Client discovered or could reasonably have discovered it. The notice must include a clear description of the alleged shortcoming, the relevant facts and circumstances, and any supporting materials reasonably required by Triad to investigate, including logs, inputs, outputs, and configuration details where applicable.
Client must give Triad a reasonable opportunity to remedy or re-perform. Triad will not be liable if Client has not provided Triad such opportunity or if Client continues to use the affected deliverable without implementing reasonable mitigation measures communicated by Triad.
If, notwithstanding the foregoing, Triad is liable for any damage, Triad’s liability is limited to the total amount invoiced and paid by Client to Triad in the three months immediately preceding the event giving rise to the damage. This limitation applies per event and for all claims arising from the Agreement, whether based on contract, tort, strict liability, or any other legal ground. Multiple related events are considered one event if they arise from the same cause.
Triad is only liable for direct damage and only to the extent the damage is the direct and immediate result of Triad’s attributable shortcoming. Direct damage is limited to the reasonable costs directly and necessarily incurred to limit or prevent such direct damage and the reasonable costs to determine the direct cause of such direct damage.
Direct damage explicitly excludes, without limitation, any costs or losses arising from or related to incorrect or changed planning, scheduling, staffing, procurement, ordering, service delivery, overtime, penalties, missed appointments, contractual fines, lost revenue, loss of goodwill, loss of data, business interruption, operational inefficiencies, or any other indirect or consequential effects.
Triad excludes all liability for consequential damage and any other indirect damage, including but not limited to business damage, loss of profit, loss suffered, missed savings, damage due to business stagnation, loss of assets, delay damage, interest damage, and immaterial damage.
Triad excludes all liability for damage or costs resulting from the use, misuse, loss, theft, disclosure, or improper management of access credentials, identification codes, API keys, tokens, certificates, accounts, or permissions, unless and to the extent the damage is the direct result of intent or gross negligence on the part of Triad.
Any advice, proposal, plan, report, recommendation, or other output provided by Triad, including any AI output, is non binding and must be assessed and approved by Client before use. Client remains solely responsible for decisions, execution, monitoring, and outcomes based on such advice or output.
Advice or AI output based on incomplete, incorrect, or outdated information supplied by Client can never constitute grounds for liability on the part of Triad.
Client shall indemnify and hold Triad harmless against all claims from third parties arising from or related to Client’s use of the Services, Software, AI automations, or deliverables, including claims by Client’s customers or other stakeholders, except to the extent Client demonstrates that the damage was caused exclusively by Triad’s intent or gross negligence.
If Client engages third parties, suppliers, or subcontractors, Triad is never liable for their acts or omissions, nor for the processing, implementation, or interpretation of results or advice by such third parties.
Triad is not responsible for the correct and complete transmission of the contents of e-mail sent by or on behalf of Triad, nor for the timely receipt thereof.
All claims of Client, for whatever reason, shall lapse if they are not reported to Triad in writing and with reasons within one year after Client was aware or could reasonably have been aware of the facts on which it bases its claim.
The limitations and exclusions in this article do not apply to the extent that the damage is the result of intent or deliberate recklessness of Triad's management.
The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in whatever form, that it provides to Triad in the context of an Agreement, as well as for the data that it has obtained from third parties and that has been provided to Triad for the purpose of performing the Service.
The Client indemnifies Triad against any liability arising from the failure or untimely fulfillment of the obligations relating to the timely provision of all correct, reliable and complete data, information, documents and/or records.
The Client indemnifies Triad against all claims from the Client and third parties engaged by or working under the Client, as well as from the Client's customers, based on the failure to obtain (in a timely manner) any subsidies and/or permits required in the context of the performance of the Agreement.
Client indemnifies Triad against all claims from third parties arising from the work performed for Client, including but not limited to intellectual property rights to the data and information provided by Client that can be used in the performance of the agreement and/or the actions or omissions of Client towards third parties. If Client provides electronic files, software or information carriers to Triad, Client guarantees that these are free of viruses and defects.
Triad and Client undertake to maintain confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if one can reasonably expect that the information is confidential. Confidentiality does not apply if the information in question is already public/generally known, the information is not confidential and/or the information has not been made known to Triad by Client during the Agreement and/or has been obtained by Triad in another way.
In particular, the confidentiality applies to advice, reports, designs, working methods and/or reporting drawn up by Triad regarding the assignment of the Client. The Client is expressly prohibited from sharing the content thereof with employees who are not authorised to take cognisance of it and with (unauthorised) third parties. Furthermore, Triad always exercises the required care in handling all business-sensitive information provided by the Client.
If Triad is required by law or a court order to provide confidential information to a third party designated by law or a competent court, or to testify, and Triad cannot invoke a right to refuse to testify, Triad will not be liable for any damages and this will not give the Client grounds for terminating the Agreement.
For the transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by Triad to third parties, the written permission of Triad is required, unless such permission has been expressly agreed in advance. Client shall indemnify Triad against all claims from such third parties as a result of reliance on such information that has been distributed without the written permission of Triad.
Triad and the Client also impose the confidentiality obligation on third parties engaged by them.
All IP rights and copyrights resting on the items used or developed in accordance with the Agreement, including but not limited to Software, AI automations, workflows, prompts, designs, models, reports and advice, are the exclusive property of Triad, its licensors and/or its suppliers and are not transferred to the Client unless expressly agreed otherwise In writing.
After payment, the Client obtains a non-exclusive and non-transferable right to use the delivered Software, AI automations and AI output for its own business operations. For Software and AI automations that Triad hosts or makes available as a service, this right applies for the duration of the Agreement. For what has been delivered in the Client's own environment, it applies for an indefinite period.
If it has been agreed that one or more of the aforementioned items or works of Triad will be transferred to the Client, Triad is entitled to conclude a separate Agreement for this purpose and to demand appropriate financial compensation from the Client. Such compensation must be paid by the Client before it obtains the items or works in question with the IP rights resting thereon. Nevertheless, Triad retains the right to use, exploit and/or further develop the components, principles, ideas, designs, algorithms, documentation, works and more on which the development thereof is based for other purposes without any restriction, either for itself or for third parties, subject to the confidentiality in Article 20.
Client is prohibited from disclosing and/or reproducing, modifying or making available to third parties (including use for commercial purposes) any documents, Software and AI automations on which the IP rights and copyrights of Triad, its licensors and/or its suppliers rest, without the express prior written consent of Triad, its licensors and/or its suppliers. If Client wishes to make changes to items delivered by Triad, Triad must explicitly agree to the proposed changes.
The Client is prohibited from using the items and documents on which the intellectual property rights of Triad, its licensors and/or its suppliers rest in any way other than as agreed in the Agreement.
Data and materials supplied by the Client remain the Client's. The Client grants Triad the right to use them insofar as necessary for the performance of the Agreement.
The parties will inform each other and take joint measures if an infringement of IP rights occurs.
Triad handles personal data with care and processes it in accordance with the General Data Protection Regulation (GDPR). How Triad processes personal data as a controller is set out in the privacy policy. Questions about the processing of personal data can be sent by e-mail to [email protected].
If Triad processes personal data on behalf of the Client in the performance of the Agreement, the Client is the controller and Triad the processor, and the Parties conclude a data processing agreement for this purpose. Client guarantees that the data has been obtained lawfully, that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, Client indemnifies Triad against any (legal) claim that is related to this data or the execution of the agreement.
If Triad is required to provide for security of information under the agreement, this security will comply with the agreed specifications and a level of security that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.
If the Client is not satisfied with the service of Triad or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via [email protected] with the subject “Complaint”.
The complaint must be sufficiently substantiated and/or explained by the Client if Triad is to be able to handle the complaint.
Triad will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
The parties will attempt to reach a solution together.
The legal relationship between Triad and the Client is governed by Dutch law.
Triad has the right to amend these general terms and conditions. A new version applies to new Offers and Agreements from the date of publication, and to ongoing Agreements from 30 days after Triad has informed the Client of the amendment In writing. If an amendment materially disadvantages the Client, the Client may terminate the Agreement by e-mail with effect from the date on which the amendment takes effect.
In the event of translations of these general terms and conditions, the Dutch version shall prevail.
All disputes arising from or in connection with the agreement between Triad and the Client shall be settled by the competent court of the District Court of Amsterdam, unless mandatory provisions of law designate another competent court.
If expressly agreed, Triad will provide management, hosting, maintenance or support for Software and AI automations for the agreed fee. Management commences upon delivery. Any agreements on management can never be regarded as a Service Level Agreement (SLA), unless they have been recorded as referred to in paragraph 7.
The Client is obliged to cooperate with Triad upon first request.
In principle, management includes user support, resolving disruptions in the Software and AI automations delivered by Triad, and the performance of any adjustments and/or further development of the relevant services.
Management does not affect the Client's own responsibility for the use of the Software and AI automations and the manner in which they are deployed, including the assessment of AI output as referred to in Article 18. The Client is also responsible for the instruction(s) for use by third parties engaged by the Client.
Triad is entitled to impose restrictions on the qualifications and number of persons eligible for support and/or maintenance.
Management and support are provided on working days during Triad's usual working hours, unless the parties have explicitly agreed otherwise in writing.
Any agreements regarding any service level will only be agreed explicitly and in writing in a Service Level Agreement.
If and to the extent that agreements have been made by the parties regarding any service level, the availability of the Software, AI automations, systems and related services will always be measured in such a way that any prior decommissioning by Triad due to any maintenance or other forms of service provision, as well as circumstances beyond Triad's sphere of influence, are disregarded.