Terms & Conditions

Last Updated: February 3, 2026

1. General Provisions

These Terms and Conditions ("Terms") govern all quotations, agreements, and delivery of services by Huce Digital ("Huce", "we", "us") to clients ("Client", "you").

  • These Terms apply to all AI systems development, consulting, and related services provided by Huce
  • Deviations from these Terms are only valid if agreed in writing
  • The Client's general terms and conditions are expressly rejected unless agreed in writing
  • By engaging our services, you agree to be bound by these Terms

2. Definitions

  • "Services": All work, products, and services offered by Huce, including but not limited to AI systems development, RAG implementations, multi-agent systems, consulting, and maintenance
  • "Agreement": The contract between Huce and Client for delivery of Services
  • "Deliverables": The specific outputs, systems, or software agreed upon in the project scope
  • "AI Systems": Custom-built artificial intelligence applications, including but not limited to chatbots, agents, RAG systems, and automation platforms

3. Quotations and Formation of Agreement

  • All quotations are valid for 30 days unless otherwise stated
  • Quotations are non-binding until formally accepted by both parties in writing (email acceptance is valid)
  • An Agreement is formed when the Client accepts our quotation in writing or makes the initial payment
  • Project scope, deliverables, timelines, and pricing are specified in the signed Agreement or Statement of Work (SOW)
  • Quotations are based on information provided by the Client at the time of request

4. Services and Delivery

4.1 Scope of Services

Huce provides custom AI systems development services, including:

  • AI-powered recruitment systems
  • Intelligent client portals with generative UI
  • Multi-agent workflow automation
  • Internal knowledge assistants (RAG systems)
  • Business process automation
  • Consulting and strategy services
  • Ongoing maintenance and support (when contracted)

4.2 Project Timelines

  • Delivery timelines are estimates based on Client cooperation and timely provision of required materials
  • Delays caused by Client (late feedback, missing materials, scope changes) extend delivery timelines accordingly
  • Huce will notify Client promptly of any anticipated delays

4.3 Client Responsibilities

The Client agrees to:

  • Provide timely access to necessary systems, data, and personnel
  • Provide accurate and complete information required for the project
  • Respond to requests for feedback within agreed timeframes
  • Designate a single point of contact for the project
  • Obtain necessary third-party permissions or licenses

5. Pricing and Payment

5.1 Payment Terms

  • Fixed-Price Projects: Payment schedule is defined in the Agreement (typically 30-50% upfront, milestones, and final payment upon completion)
  • Time & Materials: Billed monthly based on actual hours worked at agreed rates
  • Retainers: Monthly recurring fees for ongoing support and maintenance
  • Payment is due within 14 days of invoice date unless otherwise agreed
  • All prices are exclusive of VAT (21% VAT applies for Dutch clients)

5.2 Late Payment

  • Late payments incur statutory interest per Dutch law (currently 2% above base rate)
  • Collection costs (minimum 15% of outstanding amount) will be charged
  • Huce may suspend work on projects with overdue payments
  • Continued non-payment may result in termination of Agreement

5.3 Scope Changes

  • Changes to agreed scope ("change orders") require written approval and may incur additional fees
  • Minor adjustments within the original scope are included
  • Major scope expansions will be quoted separately

6. Intellectual Property Rights

6.1 Ownership of Deliverables

  • Upon full payment, Client receives a license to use the Deliverables for their internal business purposes
  • Huce retains ownership of pre-existing code, frameworks, libraries, and tools used in the project
  • Client-specific customizations and configurations become Client property upon full payment
  • Huce may reuse general methodologies, frameworks, and non-proprietary code

6.2 Third-Party Components

  • Projects may include open-source libraries and third-party APIs (OpenAI, Anthropic, etc.)
  • These components remain subject to their original licenses (Client must comply with those licenses)
  • Huce does not transfer ownership of third-party intellectual property

6.3 Portfolio Use

  • Huce may use completed projects as case studies and portfolio pieces unless Client objects in writing
  • Confidential client data and trade secrets will never be disclosed
  • Client may request anonymization or embargo periods

7. Confidentiality

  • Both parties agree to keep confidential information disclosed during the engagement strictly confidential
  • Confidential information includes business strategies, data, trade secrets, and proprietary systems
  • This obligation survives termination of the Agreement for 5 years unless information becomes publicly available
  • Exceptions: information required to be disclosed by law or court order (with notice to the other party)

8. Data Protection and GDPR

  • When processing personal data on behalf of Client, Huce acts as a Data Processor under GDPR
  • A separate Data Processing Agreement (DPA) will be executed when required
  • Huce implements appropriate technical and organizational measures to ensure data security
  • Client remains the Data Controller and is responsible for legal basis of processing
  • Huce will assist Client with data subject requests (access, deletion, etc.) as reasonably required

9. Warranties and Disclaimers

9.1 Our Warranties

  • Services will be performed in a professional and workmanlike manner
  • Deliverables will substantially conform to the agreed specifications at time of delivery
  • We have the right to provide the Services and do not infringe third-party intellectual property

9.2 Disclaimers

  • No Performance Guarantees: We do not guarantee specific business outcomes, ROI, or AI model performance metrics
  • AI Limitations: AI systems may produce unexpected results. Client is responsible for testing and validating outputs before production use
  • Third-Party Services: We are not responsible for outages, changes, or limitations of third-party services (OpenAI, cloud providers, etc.)
  • No Warranty of Non-Infringement: for content or data provided by Client

10. Liability and Indemnification

10.1 Limitation of Liability

  • Total Liability Cap: Huce's total liability is limited to the fees paid by Client in the 6 months preceding the claim
  • Excluded Damages: Huce is not liable for indirect, consequential, or special damages (including lost profits, revenue, data, or business opportunities)
  • Exceptions: This limitation does not apply to damages caused by gross negligence, willful misconduct, or breach of confidentiality

10.2 Client Indemnification

Client agrees to indemnify Huce against claims arising from:

  • Client's misuse of Deliverables
  • Content, data, or materials provided by Client that infringe third-party rights
  • Client's breach of applicable laws or regulations
  • Client's violation of these Terms

11. Hosting and Maintenance

11.1 Hosting Services

  • Hosting services (if included) are provided through third-party providers (Vercel, AWS, etc.)
  • Hosting fees are typically billed monthly or annually
  • Huce will make reasonable efforts to ensure uptime but does not guarantee 100% availability
  • Planned maintenance will be scheduled during off-peak hours when possible

11.2 Support and Maintenance

  • Ongoing support and maintenance require a separate maintenance agreement or retainer
  • Without a maintenance agreement, support is billed on a time-and-materials basis
  • Bug fixes for defects in originally delivered code are provided free of charge for 30 days post-launch
  • Updates for third-party dependencies or new feature requests are separately quoted

12. Termination

12.1 Termination for Convenience

  • Either party may terminate with 30 days written notice
  • Client remains obligated to pay for work completed up to the termination date
  • Huce will deliver work-in-progress in its current state

12.2 Termination for Cause

  • Either party may terminate immediately if the other party materially breaches the Agreement and fails to cure within 14 days of written notice
  • Huce may terminate immediately for non-payment after 30 days overdue
  • Either party may terminate if the other becomes insolvent or enters bankruptcy

12.3 Effect of Termination

  • All outstanding payments become immediately due
  • Client must cease use of any incomplete Deliverables
  • Confidentiality obligations survive termination
  • Clauses related to liability, indemnification, and IP survive termination

13. Force Majeure

  • Neither party is liable for delays or failures caused by circumstances beyond reasonable control
  • Force majeure events include: natural disasters, war, pandemics, government actions, strikes, internet/infrastructure failures, and third-party service outages
  • The affected party must notify the other party promptly
  • If force majeure continues for more than 60 days, either party may terminate without penalty

14. Governing Law and Disputes

  • These Terms are governed by the laws of the Netherlands
  • Disputes will first be resolved through good-faith negotiation between the parties
  • If negotiation fails, disputes will be submitted to the competent court in the district where Huce is registered (Putten, Netherlands)
  • Both parties agree to mediation before litigation if requested by either party

15. Miscellaneous

15.1 Amendments

  • Huce may update these Terms from time to time
  • Changes to existing Agreements require written consent from both parties
  • Updated Terms apply to new Agreements entered after the effective date

15.2 Severability

  • If any provision is found invalid or unenforceable, the remaining provisions remain in full effect
  • Invalid provisions will be replaced with valid terms that achieve similar intent

15.3 Assignment

  • Client may not assign this Agreement without Huce's prior written consent
  • Huce may assign this Agreement to an affiliated entity or successor

15.4 Entire Agreement

  • These Terms, together with the signed Agreement and any SOWs, constitute the entire agreement
  • Any prior understandings, proposals, or representations are superseded

16. Contact Information

For questions about these Terms and Conditions:

  • Company: Huce Digital
  • Location: Putten, Netherlands
  • Email: info@hucedigital.com
  • Website: huce.digital

These Terms & Conditions are designed for B2B AI systems development services under Dutch law and are compliant with GDPR requirements.