Terms and conditions

1. Who we are and when these terms apply

Celsius BI · Floris Moest · Van Dijklaan 5, 5581 WG Waalre, the Netherlands · Chamber of Commerce 91526116 · info@celsiusbi.com

These terms apply only to clients acting in a professional or business capacity, and only where incorporated into the agreement and made available before or when it is concluded. They do not automatically apply to earlier engagements.

Written provisions in the quotation or order confirmation take precedence. Variations must be agreed in writing. The client’s purchasing conditions apply only if expressly accepted in writing by Celsius BI.

2. Scope, schedule and additional work

An engagement is formed upon written acceptance of a quotation or order confirmation. It records the work, fees, assumptions and any acceptance criteria.

Celsius BI performs the engagement with due care and to the best of its knowledge and ability. It undertakes a best-efforts obligation, except for results expressly guaranteed in writing. Indicative schedules are not strict deadlines unless agreed otherwise in writing.

Scope changes, missing information and changes to source systems may affect fees and scheduling. Celsius BI informs the client and agrees additional work and charges in advance.

3. Cooperation, data and backups

The client supplies accurate information, valid licences and required access in a timely manner. The client is responsible for the lawfulness and quality of supplied data, instructions and files, and for timely substantive decisions.

Unless backup management is included in the written scope, the client maintains current, recoverable backups and checks recovery options before changes to production systems. Celsius BI remains responsible for due care in its own work and for expressly agreed backup duties.

4. Testing, AI and putting systems into use

The parties agree how the solution will be tested and approved. The client assesses its suitability for the business process and reports specific deviations promptly in writing. Celsius BI must receive a reasonable opportunity to remedy attributable defects within the agreed scope.

AI outputs may be incorrect, incomplete or non-reproducible. The client arranges review of outputs and proposed actions before using them for decisions with financial, legal or other significant consequences. Autonomous actions are configured only within agreed permissions.

Celsius BI does not guarantee specific revenue, savings, tax outcomes or error-free, uninterrupted operation. This does not affect expressly agreed functionality, controls or remediation obligations.

5. External services and maintenance

Solutions may depend on AWS, Make.com, Microsoft Power BI, AI models and third-party APIs. Supplier licences, usage charges and terms are the client’s responsibility unless agreed otherwise in writing.

Celsius BI does not guarantee that third-party services remain available or unchanged. Adjustments caused by changes to APIs, pricing, models or platform terms fall outside the original scope unless agreed otherwise. A supplier issue does not automatically exclude liability for an attributable error by Celsius BI itself.

Ongoing maintenance, monitoring, security updates, support and service levels are included only to the extent agreed in writing.

6. Fees and payment

Amounts exclude VAT and external costs unless stated otherwise. Payment is due within 14 days of the invoice date unless another term is agreed. Late payment may incur statutory commercial interest and reasonable statutory collection costs.

After written notice allowing a reasonable period to pay, Celsius BI may proportionately suspend work. Suspension is announced in advance, taking foreseeable continuity consequences into account.

7. Usage rights and handover

The client retains rights to its own data and supplied materials. After full payment, the client receives a perpetual, non-exclusive licence to use work delivered specifically for it for the agreed business purposes. Transfer of intellectual property, source code and accounts is specified in the engagement.

Pre-existing components, methods and generic software remain the property of Celsius BI. Third-party components remain subject to their licence terms. This provision does not limit expressly agreed handover and documentation.

8. Confidentiality and personal data

The parties keep confidential information secret and use it only for the engagement. Access by persons involved is limited to what is necessary and subject to appropriate confidentiality obligations. Statutory disclosure duties remain applicable.

Where Celsius BI processes personal data on behalf of the client, the parties enter into a data processing agreement before processing begins. It covers security, subprocessors, any access from outside the EEA, incident reporting and deletion or return. These terms do not replace that agreement.

9. Liability

Celsius BI is liable only for direct loss directly resulting from an attributable breach by Celsius BI. Where remediation is possible, the client must first notify Celsius BI in writing and allow a reasonable period to remedy, unless the law does not require this.

Total liability per engagement is limited to the amount actually paid by liability insurance for the event, plus the applicable deductible. If no payment is made, the maximum is the fee paid and payable for the relevant engagement, excluding VAT, capped at €10,000. For continuing engagements, only fees for the three months preceding the event giving rise to the loss count. Related events are treated as one event.

To the extent permitted by law, liability for indirect loss is excluded, including lost profit, unrealised savings, lost revenue, business interruption and reputational harm. Data loss is also excluded, except for reasonable recovery costs where backup or data recovery was expressly included in the scope and Celsius BI committed an attributable breach of that duty.

The limitations do not apply to intent or deliberate recklessness by Celsius BI or its management, death or personal injury, or liability that cannot be excluded or limited under mandatory law. They do not restrict statutory rights of data subjects or supervisory authorities’ powers under the GDPR.

The client takes reasonable steps to prevent and mitigate loss. Celsius BI is not liable for loss caused solely by unlawful instructions, unauthorised changes or misuse by the client, insofar as the loss is not also attributable to Celsius BI.

10. Force majeure and termination

In force majeure, obligations are suspended insofar as performance is reasonably impossible and the cause is not allocated to the affected party. That party gives prompt notice and limits the consequences. If force majeure lasts more than 60 days, either party may terminate the unperformed part in writing.

For a material breach, the other party may terminate after a reasonable written remedy period has expired, unless remediation is impossible or the law provides otherwise. Properly completed work and previously approved, unavoidable external costs remain payable. The parties agree a reasonable handover and data return or deletion.

11. Governing law, disputes and amendments

The agreement is governed by Dutch law. The parties first seek to resolve disputes through consultation. If unsuccessful, disputes are submitted to the court competent under Dutch law. In the event of differences between language versions, the Dutch text prevails.

A new version applies only to new engagements or, for an existing engagement, by written agreement. If a provision is invalid, the remaining provisions continue to apply to the extent legally possible.