Terms and conditions

These terms and conditions apply to all quotations and business assignments with Upsider. The Dutch version is binding and takes precedence if the versions differ.

Upsider
Postlaan 7, 2101 VG Heemstede
KvK 81223722
info@upsider.nl
+31 6 4112 4602

Article 1 — Definitions

In these terms:

• Upsider: the service provider whose company details appear above;
• you: the business client entering into an agreement with Upsider;
• agreement: any arrangement between you and Upsider, including an accepted quotation;
• AI systems: software that uses artificial intelligence, including third-party language models;
• output: results produced by or with AI systems, such as text, documents, calculations and data.

Article 2 — Application

These terms apply to all quotations, offers and agreements issued or entered into by Upsider, unless we agree otherwise in writing. Your purchasing terms or other terms do not apply.

Any departure must be agreed in writing and applies only to the agreement concerned. Where separate terms have been published for a product or service, only those separate terms apply.

Article 3 — Quotations and forming an agreement

A quotation is valid for the period it states. Upsider may withdraw it until you accept it. Obvious errors or typographical mistakes do not bind Upsider.

A quotation is based on the information available at the time and the timely provision of usable materials. If the materials supplied differ substantially from what was discussed, Upsider will explain the effects on the scope or schedule before carrying out additional work.

An agreement is formed when you accept the quotation in writing, including by email, or when Upsider starts work with your consent.

Article 4 — Carrying out the assignment

Upsider provides services for advertising on ChatGPT, including scans, pilots and campaign management. Upsider also improves operational processes with AI through process reviews, pilots and implementations.

Upsider carries out the assignment to the best of its knowledge and ability. Our obligation is to use our best efforts, not to achieve a particular result, unless we expressly agree otherwise in writing. Analyses, advice and recommendations support your decisions; you remain responsible for decisions and implementation.

Schedules and delivery times are indicative and are not strict deadlines. An overrun only gives a right to compensation or termination where the law provides for it or where Upsider acts intentionally or with deliberate recklessness.

Upsider may engage third parties to carry out the assignment, including providers of AI systems, email services and hosting services.

Article 5 — Your cooperation

You provide all information, materials, access and decisions needed for the assignment on time. You also ensure that the employees and contacts involved are available.

If you provide materials late or are unavailable, the schedule moves back accordingly. After notifying you in advance, Upsider may treat demonstrable additional work caused by this as extra work.

You confirm that you have the right to supply and use your materials. You indemnify Upsider against third-party claims arising from infringement by those materials.

Article 6 — AI systems and output

This article applies when Upsider uses AI systems or delivers output. AI output is generated through probability-based processes and may be incorrect, incomplete or fabricated. Upsider designs its working methods to reduce this risk but does not warrant that output is accurate, complete or suitable for a particular purpose.

You check and validate output before using it, sending it externally or relying on it for a decision. This human review is an essential part of the working method.

Third-party AI services are also subject to their providers’ availability, functionality and terms. If a provider makes changes that materially affect a delivered solution, this does not in itself constitute a failure by Upsider to meet its obligations. An adjustment falls under an existing management agreement or is agreed as extra work.

Article 7 — Invoicing and payment

Upsider invoices the agreed fee as set out in the quotation or agreement. You pay within the agreed payment period.

If you do not pay on time, Upsider may suspend work after appropriate notice. Upsider may also charge statutory commercial interest and reasonable collection costs to the extent permitted by law.

Article 8 — Extra work

Work outside the agreed scope counts as extra work. Upsider notifies you of this work in advance and carries it out after you consent. The fee and any effects on the schedule are agreed separately.

Article 9 — Intellectual property

After full payment, you receive a non-exclusive, unrestricted right to use the delivered elements developed specifically for your organisation, such as configurations, mapping tables, template structures and scripts.

Rights to general knowledge, methods, models, frameworks and reusable components remain with Upsider. Upsider may continue to use and develop these for other clients without using your confidential information.

Your data and materials remain yours. Third-party rights remain with those parties and may be subject to their own terms.

Article 10 — Confidentiality

You and Upsider treat information as confidential where its confidential nature is clear or should reasonably be clear. This obligation continues after the agreement ends.

Upsider only uses your name, logo, results or assignment as a reference or in publicity if we have made written arrangements to do so.

Article 11 — Privacy and data processing

You and Upsider comply with applicable privacy legislation, including the Algemene Verordening Gegevensbescherming (AVG), the General Data Protection Regulation. If Upsider processes personal data on your behalf, we make additional data processing agreements where necessary.

Personal data within third-party services is also subject to that provider’s processing terms. You only provide personal data needed for the assignment and for which a valid legal basis exists. Upsider recommends using business environments and settings that exclude client data from model training.

Article 12 — Liability

Upsider’s liability is limited to direct loss and to the fee Upsider has received for the assignment or phase concerned.

Upsider is not liable for indirect loss, including consequential loss, lost profits, missed savings, reputational damage or loss of data. Upsider is also not liable for loss caused by output you have not checked and validated as required by Article 6, or by decisions based on such output.

These limits do not apply where Upsider acts intentionally or with deliberate recklessness, or where the law prohibits a limitation. You must notify Upsider of a claim in writing within 12 months of discovering the loss.

Article 13 — Force majeure

Upsider does not have to fulfil an obligation for as long as force majeure prevents it. This includes disruptions or outages affecting third-party services, such as AI systems, hosting and network infrastructure, as well as internet outages and government measures.

If force majeure continues for more than 60 days, either you or Upsider may terminate the unperformed part of the agreement without any right to compensation for that part.

Article 14 — Duration, notice and cancellation

An assignment for a fixed period or a defined phase ends on completion. Management services and other ongoing arrangements are subject to the duration and notice period in the agreement.

If you cancel an assignment or end it early, Upsider invoices the work already carried out and demonstrable costs already incurred. Statutory rights to terminate remain in place.

Article 15 — Final provisions

Dutch law applies to the agreement. You and Upsider first try to resolve any dispute through discussion. If that fails, the dispute is submitted to the competent court in the district of Noord-Holland.

If a provision is void or voidable, the other provisions remain in effect. You and Upsider replace the provision concerned with a valid one that reflects its intent as closely as possible.

Upsider may amend these terms. For an existing agreement, the version that applied when it was entered into continues to apply, unless you and Upsider agree otherwise in writing.