8 August 2025, version 1.1
1. Definitions
2. Applicability
These terms apply to all B2B services provided by Unlayer AI. Deviations are valid only if agreed in writing. Client’s own general terms do not apply unless explicitly accepted by Unlayer AI.
3. Offers and Agreements
Quotes are non-binding unless stated otherwise. Agreements are formed when the Client accepts a written offer or when Unlayer AI starts work. Errors in quotes do not bind Unlayer AI.
4. Scope and Execution of Services
Unlayer AI provides its services with care and professionalism, based on best efforts unless explicitly agreed otherwise. Timelines are estimates. Unlayer AI may engage third parties to assist with delivery unless otherwise agreed.
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
7. Intellectual Property
Unlayer AI 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 AI, 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. Liability
Unlayer AI operates under the principle of best efforts. Unlayer AI is only liable for direct damages caused by its gross negligence or willful misconduct, up to the amount of the fee paid for the specific service or 50,000 Euro, whichever is lower. Unlayer AI is not liable for indirect damages, including loss of profits, loss of data, reputation damage, business interruption, or other consequential damages. The Client is responsible for the use of Deliverables and must ensure they are suitable for their intended purpose. Unlayer AI is not liable for damages caused by third parties or the Client’s use of the Deliverables. The Client must report any damage within 30 days of discovery.
10. 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.
11. Force Majeure
Unlayer AI 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.
12. Governing Law and Jurisdiction
Dutch law applies. Disputes will be submitted to the competent court in Unlayer AI’s business location, unless mandatory law provides otherwise. The parties will first try to resolve disputes amicably.
13. Miscellaneous