General Terms and Conditions

16 March 2026, version 1.0

1. Definitions

  • Unlayer B.V.: A company based in the Netherlands providing services under this name or its trade names.
  • Client: A company or organization entering into an agreement with Unlayer B.V.
  • Services: All work, consulting, and deliverables provided by Unlayer B.V.
  • Agreement: Any proposal, contract, or arrangement between Unlayer B.V. and the Client.
  • Deliverables: The results produced under the Agreement.

2. Applicability

These terms apply to all B2B services provided by Unlayer B.V. Deviations are valid only if agreed in writing. Client’s own general terms do not apply unless explicitly accepted by Unlayer B.V. If these Terms conflict with an executed proposal or statement of work, the latter will prevail.

3. Offers and Agreements

Quotes are non-binding unless stated otherwise. Agreements are formed when the Client accepts a written offer or when Unlayer B.V. starts work. Errors in quotes do not bind Unlayer B.V.

4. Scope and Execution of Services

Unlayer B.V. provides its services with care and professionalism, based on best efforts unless explicitly agreed otherwise. Timelines are estimates. Unlayer B.V. may engage third parties or subcontractors to assist with delivery and remains responsible for their work, unless otherwise agreed. Work outside the agreed scope requires written confirmation and may result in additional fees and adjusted timelines.

5. Client Responsibilities

The Client must provide timely, accurate information and necessary cooperation. Delays or costs caused by the Client’s lack of input may be charged accordingly.

6. Fees and Payment

  • Prices exclude VAT (Dutch: BTW) and are based on the method (hourly, fixed, or retainer).
  • Invoices must be paid within 14 days.
  • Late payments incur statutory commercial interest and collection costs.
  • Unlayer B.V. may suspend services if invoices remain unpaid.
  • Reasonable, pre-approved out-of-pocket expenses will be invoiced at cost.

7. Intellectual Property

Unlayer B.V. reserves the rights to which it is entitled under the Copyright Act and other intellectual property laws and regulations, such as the right to use the knowledge it has acquired through the performance of the Services for other purposes as well, provided that no strictly confidential information of the Client is disclosed to third parties. The Client acknowledges that all intellectual property rights in the Deliverables remain with Unlayer B.V., unless otherwise agreed in writing. Upon full payment, the Client receives a non-exclusive license to use Deliverables internally, unless otherwise agreed in writing. The Client’s materials remain their property.

8. Confidentiality

Both parties will treat each other’s confidential information with care and will not disclose it without consent, except as legally required. This obligation continues for 5 years after the Agreement ends.

9. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, the Client shall not, directly or indirectly, solicit, employ, or engage any employee, contractor, or collaborator of Unlayer B.V. without Unlayer B.V.’s prior written consent. In case of breach, the Client shall pay liquidated damages equal to six (6) months of the individual’s most recent fees or salary.

10. Liability

Unlayer B.V. operates under the principle of best efforts. Services and Deliverables are provided “as is” without any guarantees of results. Unlayer B.V. disclaims all implied warranties to the maximum extent permitted by law. Any liability of Unlayer B.V., whether in contract, tort (including negligence), or otherwise, is strictly limited to direct damages resulting solely from gross negligence or willful misconduct, up to the total fees paid by the Client to Unlayer B.V. in the twelve (12) months preceding the claim, or EUR 25,000 (twenty-five thousand Euro), whichever is lower. Unlayer B.V. shall not be liable for indirect or consequential damages, including but not limited to loss of profits, loss of data, reputational damage, or business interruption. Unlayer B.V. is not liable for damages caused by third parties, force majeure events, or the Client’s use of Deliverables. The Client is responsible for the use and suitability of Deliverables and shall indemnify and hold harmless Unlayer B.V. against any third-party claims arising from such use. The Client must report any damages within thirty (30) days of discovery. Any claim shall lapse if not brought within six (6) months after the Client became aware of the facts giving rise to it.

11. Termination

Either party may terminate an ongoing agreement with 30 days' notice. Immediate termination is allowed in case of serious breach, insolvency, or force majeure lasting more than 2 months. Services already performed will be invoiced.

12. Force Majeure

Unlayer B.V. is not liable for delays or failures due to force majeure, including natural disasters, pandemics, cyberattacks, strikes, or government actions. In such cases, the Agreement may be suspended or terminated without liability.

13. Governing Law and Jurisdiction

Dutch law applies. Disputes will be submitted to the competent court in Unlayer B.V.’s business location, unless mandatory law provides otherwise. The parties will first try to resolve disputes amicably.

14. Miscellaneous

  • Unlayer B.V. may update these terms with notice.
  • The Client cannot assign rights or obligations without written consent from Unlayer B.V.
  • These terms, together with the Agreement, form the full understanding between the parties.
  • Personal data is handled in accordance with the Privacy Policy. If Unlayer B.V. processes personal data on behalf of the Client, a separate data processing agreement (DPA) will apply.
  • The provisions on fees due, confidentiality, intellectual property, limitation of liability, and governing law survive termination.

15. Notices

Notices may be given by email and are deemed received on the business day sent. Contact for Unlayer B.V.: hi@unlayer.ai.