Terms & conditions NextPrompt

NextPrompt: the private limited company NextPrompt B.V., established in Helmond, the Netherlands (Vlamovenweg 2, 5708 JV), acting as contractor and user of these general terms and conditions.

Client: any legal entity or natural person acting in the course of a profession or business who enters into an agreement with NextPrompt for the provision of services.

Agreement: any reciprocal arrangement between NextPrompt and the Client regarding the provision of services by NextPrompt.

Services: all work and services that NextPrompt offers or performs for the benefit of the Client, including (but not limited to) AI training (both online and offline), AI consultancy (advice, implementation, analysis), and the development and implementation of custom AI agents.

In writing: written means of communication, including electronic communication (such as email), unless these terms and conditions provide otherwise. Where these terms and conditions refer to "in writing," email is also meant.

These general terms and conditions apply to every proposal, quotation, and agreement between NextPrompt and a Client to which NextPrompt has declared these terms applicable, insofar as the parties have not expressly and in writing deviated from these terms. The terms apply to all services provided by NextPrompt to business Clients.

These general terms and conditions also apply to agreements in which NextPrompt engages third parties for performance. Any deviating or additional provisions or conditions are binding only if and insofar as they have been confirmed in writing by NextPrompt.

These general terms and conditions are also stipulated for the benefit of the directors, employees, and third parties engaged by NextPrompt. They may therefore invoke the provisions of these general terms and conditions against the Client as if they themselves were a party to the agreement.

The applicability of purchasing or other (general) terms and conditions of the Client is expressly rejected. Any reference by the Client to its own terms is not accepted by NextPrompt, unless and insofar as such terms are expressly accepted in writing by NextPrompt.

If one or more provisions of these general terms and conditions are at any time wholly or partially void or annulled, the remaining provisions shall remain fully applicable. In such case, NextPrompt and the Client will consult to agree on new provisions to replace the void or annulled provisions, aligning as much as possible with the purpose and intent of the original provisions.

Ambiguity about the interpretation of (provisions of) these general terms and conditions or a situation not provided for in these terms and conditions shall be assessed and interpreted in the spirit of these general terms and conditions.

If NextPrompt does not always insist on strict compliance with these terms, this does not mean that their provisions do not apply, or that NextPrompt loses the right to demand strict compliance in other cases. Any failure by NextPrompt to invoke a provision does not constitute a waiver of rights.

NextPrompt is entitled at all times to unilaterally amend or supplement these general terms and conditions. Amended terms apply only to new quotations and agreements (or to any remaining part of an ongoing agreement yet to be performed). In the event of material substantive changes, NextPrompt will inform the Client of this in advance in writing. The most recent version of these terms can be found on NextPrompt's website and will be provided upon request.

All quotations, offers, and price estimates from NextPrompt are without obligation, unless an acceptance period is stated in the quotation. If no acceptance period is specified, the Client cannot derive any rights from an offer or quotation if the product, service, or capacity to which the offer relates is no longer available in the meantime.

NextPrompt cannot be held to its quotations or offers if the Client should reasonably understand that they (or a part thereof) contain an obvious mistake or typographical error. Obvious errors or mistakes in the offer do not bind NextPrompt.

Prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as exclusive of any costs to be incurred under the agreement, such as travel and accommodation expenses, shipping, or administrative costs, unless expressly indicated otherwise.

If the Client's acceptance deviates (on minor points) from the offer included in the quotation, NextPrompt is not bound by it. In that case, the agreement will not be concluded in accordance with that deviating acceptance, unless NextPrompt indicates otherwise. A composite price quotation does not oblige NextPrompt to perform part of the assignment for a corresponding part of the quoted price. Quotations or offers do not automatically apply to future assignments.

If the Client accepts a quotation within the stated validity period, NextPrompt reserves the right to revoke the offer within ten (10) business days after receipt of the acceptance.

An agreement is concluded when the Client accepts the quotation issued by NextPrompt unchanged within the validity period and NextPrompt confirms the acceptance in writing, or when NextPrompt—at the Client's request—actually starts performing the assignment. NextPrompt is entitled to refuse an assignment or request from the Client without stating reasons.

All quotations and agreements of NextPrompt are based on information provided by the Client. The Client warrants that, to the best of its knowledge, it provides all information relevant to the services in a timely and accurate manner. The Client shall ensure that all data, documents, materials, or accesses that NextPrompt indicates are necessary for performing the agreement—or which the Client should reasonably understand to be necessary—are provided to NextPrompt in a timely manner.

If the data, documents, or cooperation required for performance of the agreement are not provided to NextPrompt in time or not in accordance with the arrangements, NextPrompt has the right to suspend performance of the agreement and/or to charge the Client the additional costs incurred as a result at the customary rates. The performance period does not commence until after the Client has made the required information available to NextPrompt.

NextPrompt is not liable for any damage of whatever nature caused by NextPrompt's reliance on incorrect and/or incomplete data provided by or on behalf of the Client. If the Client fails to provide instructions, information, or materials on time or in the agreed manner and performance of the agreement is thereby delayed, this is at the Client's risk.

NextPrompt will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the then-current state of the art and science. NextPrompt will endeavor to achieve a good result but does not provide an absolute guarantee that intended results will be achieved. All services and work to be delivered by NextPrompt are performed on the basis of a best-efforts obligation, unless a specific result has been expressly agreed in writing.

In particular for AI-related services, NextPrompt gives no guarantee that a specific (intended) result will be achieved exactly, since the outcome of AI applications depends on many factors (such as the quality of the data provided, the complexity of the assignment, and technical limitations of AI tools). Any agreed timelines or success criteria are therefore indicative, unless expressly agreed otherwise.

NextPrompt is entitled to engage third parties for the performance of (parts of) the agreement, or to have the work carried out wholly or partly by third parties. NextPrompt will exercise due care in selecting third parties. Any costs for engaging third parties will only be charged to the Client with prior consent.

The Client shall ensure that NextPrompt can carry out its work under adequate conditions. To this end, the Client will timely provide all necessary cooperation, information, access to systems, and other facilities reasonably required to perform the agreement. Failure to do so constitutes an attributable failure by the Client and may lead to suspension of obligations by NextPrompt in accordance with Article 3.8 and Article 13.

If during performance of the agreement it appears that a change or addition is necessary for proper performance, the parties will timely and by mutual consultation adjust the agreement. Changes in the scope or content of the services (whether at the request or instruction of the Client or as a result of new insights or government measures) may affect what was originally agreed. For example, the agreed price or the implementation period may change. NextPrompt will inform the Client as soon as possible and, where possible, issue a supplemental quotation before implementing the change. The Client accepts that a change to the agreement (including an expansion or reduction of the work) may affect the price, timeline, and other arrangements.

NextPrompt is entitled to implement a request to change or expand the agreement (additional work) only after approval by the person authorized within NextPrompt and after the Client has agreed to the newly stated conditions (including any adjusted price, schedule, and terms). Failure to implement a modified agreement, or not doing so immediately, does not constitute a breach by NextPrompt and is not grounds for the Client to terminate or cancel the agreement.

If NextPrompt does not wish to carry out the Client's request to change or supplement the agreement—for example because it has qualitative or quantitative impact on the deliverables—NextPrompt will inform the Client with reasons. NextPrompt may refuse such a request without being in default if in its opinion the requested change is unworkable or unacceptable (for example because it fundamentally alters the nature of performance).

If a change or addition to the agreement results in additional costs, for example due to extra work (additional work) or an adjusted schedule, NextPrompt is entitled to charge these additional costs. NextPrompt will inform the Client of any additional costs in a timely manner. In the absence of an explicit price agreement for additional work, NextPrompt's customary hourly rates and charges apply.

All rates and prices used by NextPrompt are in euros and exclude VAT and any other government-imposed levies, as well as travel, accommodation, or other expenses, unless expressly stated otherwise. Any specific expenses (e.g., travel and accommodation or material costs) will be listed separately in the quotation or agreement and may be passed on by NextPrompt to the Client.

NextPrompt is entitled to require (partial) advance payment or interim payments before or during the performance of its services. In particular for large or long-running projects, or phased delivery, NextPrompt may invoice periodically. NextPrompt may suspend performance of the agreement until a required (partial) payment has been received from the Client.

Payment by the Client of NextPrompt's invoices must be made within fourteen (14) calendar days of the invoice date, in the manner indicated by NextPrompt and in the currency stated on the invoice, unless agreed otherwise in writing. The Client shall not unnecessarily delay or defer invoice payments.

If the Client fails to pay in full within the agreed payment term, the Client is in default by operation of law without any further notice of default being required. From the moment default occurs, the Client owes default interest of 1.5% per month on the outstanding amount, unless the statutory (commercial) interest is higher, in which case the statutory (commercial) interest applies. For the calculation of interest, part of a month is considered a full month. Interest on the due amount will be calculated from the moment the Client is in default until the day of full payment.

All reasonable costs, both judicial and extrajudicial, that NextPrompt must incur as a result of the Client's failure to fulfill its payment obligations are borne by the Client. Extrajudicial collection costs are calculated in accordance with the statutory scale (as laid down in the Decree on compensation for extrajudicial collection costs or according to prevailing practice, e.g., Rapport Voorwerk II) and will at least include the statutory minimum. NextPrompt may refuse a payment proposal by the Client if it does not include accrued interest and collection costs.

The Client is never entitled to set off any amount against payments owed to NextPrompt. Objections or complaints about the amount of an invoice do not suspend the Client's payment obligation. A Client who cannot invoke Section 6.5.3 of the Dutch Civil Code (the statutory rules on consumer sales) likewise has no right to suspend payment of an invoice for other reasons.

In the event of liquidation, suspension of payments, bankruptcy, or debt restructuring of the Client, or upon the Client's death or placement under guardianship (where applicable), NextPrompt's claims against the Client and the Client's obligations toward NextPrompt become immediately due and payable.

NextPrompt retains ownership of all delivered items and materials as long as the Client has not fully met its payment obligations under the agreement. To the extent the services consist of granting access to or use of certain results (such as software, models, or reports), NextPrompt reserves the right to suspend or revoke such access or use as long as the Client is in default on payment.

Any periods stated by NextPrompt for completing work or delivering services or results are indicative and shall never be regarded as strict deadlines. Although NextPrompt strives to meet agreed delivery dates, exceeding a period does not automatically entitle the Client to compensation or termination of the agreement. If a period is likely to be exceeded, NextPrompt will inform the Client as soon as possible and the parties will consult about a reasonable adjustment of the schedule.

If a certain performance period has been exceeded, the Client must place NextPrompt in default in writing and grant it a reasonable period to still fulfill its obligations. NextPrompt is only in default after written notice of default and after expiry of the reasonable remedy period stated therein.

Delivery of the results of the services (such as reports, advice, delivered software, or AI models) takes place—unless agreed otherwise—digitally (for example via email, download link, or delivery on an online platform). Once the results have been made available or delivered to the Client, this is considered delivery. Any physical products or media (such as hard-copy documentation or data on hardware) are delivered ex warehouse or office of NextPrompt. Transport and shipping costs, as well as transport risk, are borne by the Client unless agreed otherwise.

NextPrompt is entitled to perform the services in parts (phases) and to make partial deliveries. If the agreement is performed in phases, NextPrompt may invoice each separate phase individually. Furthermore, where applicable, NextPrompt may suspend performance of components belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase or has fulfilled its (payment) obligations for the preceding phase.

A minor shortcoming in the quantity or quality of products or services delivered (such as minor defects that do not materially affect use) is not a ground for refusal of delivery or termination of the agreement. Such defects will be remedied by NextPrompt as soon as possible within a reasonable period.

All intellectual property rights, including but not limited to copyrights, neighboring rights, database rights, patent rights, trademark rights, design rights, trade name rights, and know-how, to all results, products, documentation, advice, designs, software, (AI) models, reports, quotations, training materials, and other materials developed by NextPrompt or made available to the Client in the context of the agreement, rest exclusively with NextPrompt or its licensors, unless expressly agreed otherwise in writing.

The Client acquires only those user rights and powers regarding the materials referred to in paragraph 1 that are expressly granted to it by agreement or by law. The Client's user right is in all cases non-exclusive, non-transferable, and intended solely for internal use within the Client's own organization, for the intended purpose for which the relevant services or results were delivered. Without NextPrompt's prior written consent, the Client is not permitted to reproduce, disclose, or make available to third parties the materials or results delivered by NextPrompt outside the context of its own use.

Unless expressly agreed otherwise in writing, NextPrompt reserves copyrights as well as all other intellectual and industrial property rights to the intellectual products and information it provides or shows, including but not limited to documentation, reports, analyses, designs, images, drawings, schematics, programs, models, samples, quotations, and advice. All such items remain the property of NextPrompt, regardless of whether costs have been charged to the Client. The Client is only entitled to use these items and information for the intended purpose and may not copy, modify, exploit, or provide them to third parties without NextPrompt's express prior written permission.

NextPrompt has the right to use the general knowledge, skills, and experience increased by performing the agreement for other purposes as well, insofar as no confidential information of the Client is disclosed to third parties. Nothing in the agreement or these general terms and conditions shall limit NextPrompt from providing similar services to other customers, subject to any confidentiality obligations.

The Client guarantees that the materials, data, documentation, and other content it provides or makes accessible to NextPrompt for the performance of the agreement are free of third-party rights that would restrict the intended performance by NextPrompt. The Client also warrants that it is authorized to make such information and materials available to NextPrompt for the purpose of performing the agreement. The Client indemnifies NextPrompt against any third-party claims relating to infringements of (intellectual property) rights resulting from materials or data provided by the Client.

If, in deviation from paragraph 1, it is agreed in writing that one or more intellectual property rights regarding works specifically developed under the agreement (such as custom software or a specific AI model) will accrue to the Client, NextPrompt may attach conditions to this, including the condition that such rights transfer to the Client only after the Client has fully met all its payment obligations under the relevant agreement. Until full payment, NextPrompt retains the relevant rights and the Client only derives a temporary, revocable right of use to the delivered works.

NextPrompt may integrate or use open-source software or third-party software components in the context of the services. To the extent rights to such components belong to third parties, the Client acquires only those rights that such third parties grant to end users under the applicable (open-source) licenses. Upon request, NextPrompt will inform the Client about the applicable (open-source) license terms.

The parties mutually undertake to keep confidential all information of a confidential nature obtained from each other or from another source in the context of the proposal, agreement, or its performance. Information is deemed confidential if it is designated as such by one of the parties or if the confidential nature follows from the nature of the information.

NextPrompt will keep confidential and not disclose to third parties any confidential information provided by the Client or learned in the course of performing the agreement, except insofar as disclosure to a third party is necessary for performance of the agreement or due to a legal obligation. Where NextPrompt is required by law or court order to disclose confidential information, NextPrompt will—if legally permitted—inform the Client as soon as possible.

If it is necessary for performance of the agreement for NextPrompt to provide confidential information to a third party engaged by it (such as a subcontractor or expert), NextPrompt will impose the confidentiality obligation on that third party as well. NextPrompt ensures that its employees and all persons engaged by it who have access to the Client's confidential information are contractually bound to confidentiality in writing.

Without NextPrompt's prior written consent, the Client will not disclose to third parties NextPrompt's approach, methods, and materials, and will not disclose confidential information or trade secrets of NextPrompt that may have become known (except insofar as necessary for performance or use of the services).

NextPrompt acknowledges that, in the context of AI implementations or analyses at the Client, sensitive business data or personal data may be processed. NextPrompt will use the Client's business or personal data solely for the purpose of the agreed services and not for other purposes, unless the Client has expressly consented in writing. If the services involve processing personal data on behalf of the Client, the parties will conclude a data processing agreement in accordance with the requirements of the General Data Protection Regulation (GDPR).

The confidentiality obligations laid down in this article remain in force after termination or completion of the agreement. Each party remains liable after the relationship ends for any breach of this confidentiality obligation, in accordance with the law.

If NextPrompt is liable to the Client, such liability is limited as provided in this article.

NextPrompt is not liable for any damage of whatever nature arising because NextPrompt relied on incorrect and/or incomplete information or materials provided by or on behalf of the Client. Nor is NextPrompt liable for damage resulting from acts or omissions of the Client or third parties (for example, due to improper application of advice or misuse of delivered results by the Client).

If NextPrompt is liable for direct damage, NextPrompt's liability is limited to a maximum of twice the invoice value of the relevant order or assignment, or at least to that part of the order to which the liability relates. In all cases, NextPrompt's liability is further limited to the amount paid out in the relevant case under NextPrompt's liability insurance, plus the applicable deductible. If, for whatever reason, no payment is made under said insurance, NextPrompt's total liability is limited to the amount of the fee paid by the Client to NextPrompt for the relevant agreement (excluding VAT).

NextPrompt is liable only for direct damage. "Direct damage" means exclusively: a. reasonable costs incurred to determine the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these terms and conditions; b. any reasonable costs incurred to make NextPrompt's defective performance conform to the agreement, insofar as such costs can be attributed to NextPrompt; c. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these terms and conditions.

NextPrompt is never liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, reduced goodwill, business interruption losses, and damage arising from claims by third parties against the Client. Nor is NextPrompt liable for loss or corruption of data, communication delays, or any other form of indirect or consequential damage.

For AI-related services in particular, NextPrompt accepts no liability for decisions or actions taken by the Client based on output or recommendations of AI systems delivered or configured by NextPrompt. The Client is responsible for assessing the results generated by an AI system before using them for business decisions or other applications.

NextPrompt is likewise not liable for imperfections, errors, or undesirable results in AI applications attributable to incorrect, incomplete, or non-representative data supplied by the Client. NextPrompt cannot guarantee that AI models are free in all cases from undesirable bias or discriminatory outcomes; the Client must monitor such results. NextPrompt is liable for adverse consequences of bias or other unintended outcomes of an AI system only insofar as NextPrompt failed to take reasonable measures to prevent such outcomes or, after discovery, to correct them.

NextPrompt is not liable for damage arising from the Client's improper or unlawful use of delivered results or advice, or allowing such use—for example by applying results contrary to the provided instructions or for a purpose other than the purpose for which they were provided. If the Client, without NextPrompt's consent, makes changes to products or results delivered by NextPrompt, any liability of NextPrompt for defects or damage thereby arising lapses.

The limitations of liability set out in this article do not apply in case of intent or willful recklessness (gross negligence) by NextPrompt itself or its executives. In such cases, NextPrompt's liability is not excluded or limited. For all other cases and persons—including employees or auxiliaries engaged by NextPrompt—these limitations of liability may likewise be invoked against the Client, which the Client accepts.

Any claim for damages by the Client against NextPrompt lapses if it is not submitted to NextPrompt in writing and with reasons within twelve (12) months after the Client discovered or should reasonably have discovered the damage. In all cases, any claim by the Client against NextPrompt becomes time-barred no later than one (1) year after the end of the agreement.

The Client indemnifies NextPrompt against all claims by third parties who suffer damage in connection with the performance of the agreement and whose cause is otherwise than attributable to NextPrompt. This includes, among other things (but not exclusively), claims by third parties concerning products or services provided by the Client to that third party which also consist of services or results delivered by NextPrompt, as well as claims by third parties due to infringement of intellectual property rights, privacy rights, or other rights through the use of materials, data, or instructions provided by the Client. If NextPrompt is addressed by third parties on this basis, the Client is obliged to assist NextPrompt both extrajudicially and in legal proceedings and to do without delay everything that may be expected of it to avert such claims.

If the Client fails to take adequate measures to avert a third-party claim as referred to in paragraph 1, NextPrompt is entitled, without further notice of default, to take such measures itself. All costs and damage on the part of NextPrompt and/or third parties arising (directly or indirectly) as a result are entirely for the Client's account and risk.

In the event of third-party claims against NextPrompt, NextPrompt will inform the Client as soon as possible in writing. The Client will support NextPrompt to the best of its ability in the defense against such claims and will not perform any acts that imply an acknowledgment of liability to third parties. This indemnification obligation remains in force after termination of the agreement.

NextPrompt is not obliged to fulfill any obligation toward the Client if it is hindered in doing so as a result of a circumstance not attributable to it and which, by law, legal act, or generally accepted practice, is not for its account.

For the purposes of these general terms and conditions, force majeure means—besides what is understood by law and jurisprudence—all external causes, foreseen or unforeseen, over which NextPrompt has no influence but which prevent NextPrompt from fulfilling its obligations. This includes at least (but not exclusively): failures or outages of internet, data network, or telecom facilities, power outages, strikes or labor unrest, epidemics or pandemics, fire, water damage, accidents, government measures, war, riots or other disturbances of public order, mobilization, blockades, restrictions or interruptions in the supply of raw materials, delays or failure of suppliers or service providers on whom NextPrompt depends, transport difficulties, and other circumstances that disrupt NextPrompt's operations. Force majeure also benefits NextPrompt if it occurs after NextPrompt should have fulfilled its obligations.

During the period of force majeure, NextPrompt may suspend its obligations under the agreement. If the force majeure situation lasts longer than two (2) consecutive months, both parties are entitled to dissolve the agreement in writing, without any obligation to pay damages in that case. If performance of the agreement becomes permanently impossible due to force majeure on NextPrompt's side, the parties are likewise entitled to terminate the agreement with immediate effect.

To the extent NextPrompt has already partially fulfilled its obligations under the agreement at the time the force majeure occurs or can still fulfill them, and that part has independent value, NextPrompt is entitled to invoice the already performed part separately. The Client is obliged to pay this invoice as if it were a separate agreement. This is without prejudice to the Client's right, in the event of dissolution due to force majeure, to a refund of any prepaid amounts for services not yet performed, after deduction of compensation for the part already delivered.

NextPrompt will inform the Client as soon as possible in the event of a force majeure situation. The parties will consult to seek an equitable solution or, if possible, an alternative method of performance.

NextPrompt is entitled to suspend performance of the agreement with immediate effect or to dissolve the agreement in whole or in part, without being liable for any damages, if any of the following circumstances occurs:

Non-performance by Client: the Client does not, not fully, or not timely fulfill its obligations under the agreement.

Well-founded fear of non-performance: after the agreement is concluded, information comes to NextPrompt's attention showing the Client is insufficiently creditworthy or other circumstances give good reason to fear that the Client will not fulfill its obligations.

Failure to provide security: at the time of concluding the agreement, the Client was requested to provide security for fulfillment of its obligations (for example, in the form of a down payment, bank guarantee, or surety) and such security is not provided or is insufficient.

Unreasonable aggravation due to delay: due to delays on the Client's side (for example, failure to provide information or approval), NextPrompt can no longer reasonably be expected to perform the agreement under the originally agreed conditions.

Unforeseen serious circumstances: circumstances arise of such a nature that performance of the agreement has become impossible, or continued performance under the unchanged agreement cannot reasonably be required of NextPrompt. This may include, for example, prolonged force majeure on the Client's side, or drastic changes in legislation prohibiting continuation of the services.

Furthermore, NextPrompt is entitled to dissolve the agreement with immediate effect (extrajudicially) if the Client is declared bankrupt, applies for or is granted suspension of payments, is placed under guardianship or administration, ceases to operate its business independently, goes into liquidation, or otherwise becomes insolvent. The same applies if a (significant part of the) Client's assets is seized, or if the Client discontinues or transfers its business activities to a third party. In all such cases, NextPrompt's claims on the Client become immediately due and payable. In these situations, NextPrompt is never liable for any compensation to the Client for termination on these grounds.

If NextPrompt dissolves or suspends the agreement due to a circumstance referred to in paragraphs 1 or 2, this does not release the Client from its payment obligations for work already performed by NextPrompt. In case of dissolution by NextPrompt, the Client is obliged to compensate all work performed and costs incurred by NextPrompt up to that point. In case of suspension, NextPrompt retains its rights under law and the agreement, including the right to subsequently demand performance or dissolution.

If the agreement is dissolved or terminated, for whatever reason, obligations arising from the agreement that have already come into existence but have not yet been fulfilled at the time of dissolution remain in force. In particular, services already delivered by NextPrompt and the corresponding payment obligations of the Client will not be undone, unless NextPrompt is in default with respect to those services. Amounts invoiced by NextPrompt prior to dissolution in connection with what it has already performed in execution of the agreement remain payable by the Client and become immediately due upon dissolution.

If dissolution is attributable to the Client (for example, in the event of breach of contract by the Client), NextPrompt is entitled to compensation for damages, including all costs (direct and indirect) thereby incurred. In that case, NextPrompt is not obliged to refund payments already received and is further entitled to full payment of the outstanding amounts for services provided prior to dissolution.

If NextPrompt proceeds to suspension or dissolution on the basis of this article, it is in no way obliged to compensate damage or costs thereby incurred by the Client (such as loss of profit, etc.), whereas the Client, by virtue of attributable failure, is obliged to pay damages or compensation.

In the event of interim termination or cancellation of an agreement by NextPrompt (other than due to an attributable failure by the Client), NextPrompt will—after consultation with the Client—ensure the transfer of any remaining work to the Client or a third party designated by the Client, unless the termination is attributable to the Client. If such transfer entails additional costs for NextPrompt, these will be charged to the Client, provided they are reasonable and demonstrable.

If the Client cancels a placed order or agreed service in whole or in part without there being a failure by NextPrompt, all work already performed, the reserved labor time, and the costs reasonably incurred for performance of the agreement (including costs for ordered or reserved materials or procured services) will be fully charged to the Client. In that case, NextPrompt will provide the Client with a specification of the costs charged.

If, by its nature and content, the agreement does not automatically end upon completion and has been entered into for an indefinite period, it may be terminated by either party in writing subject to a reasonable notice period. Unless agreed otherwise, the notice period for both the Client and NextPrompt is two (2) calendar months. Termination by the Client preferably takes place by registered letter or qualified email (with read receipt) to NextPrompt. Upon termination, and without prejudice to paragraphs 4 and 5, the Client must fully pay the fee for the work performed and costs incurred up to that point.

Obligations that by their nature are intended to continue after the end of the agreement—such as provisions regarding payment, confidentiality, intellectual property, liability, indemnification, applicable law, and dispute resolution—remain in force after termination of the agreement.

All legal relationships, offers, and agreements to which NextPrompt is a party are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention 1980 (CISG) and any other international scheme whose exclusion is permitted is expressly excluded.

All disputes arising out of or in connection with agreements between NextPrompt and the Client or these general terms and conditions will in the first instance be submitted exclusively to the competent court in the district where NextPrompt has its statutory seat. This is without prejudice to any mandatory rules prescribing a different competent authority. Nevertheless, NextPrompt has the right to submit a dispute to the court competent under the law (for example, the court of the Client's domicile or place of business).

In the event of a dispute between them, the parties will attempt to resolve the dispute by mutual consultation before resorting to the courts. If desired, the parties may, by mutual consent, commence a mediation process or seek advice from an independent third party to reach an amicable settlement. Only if such a process fails or no solution is reached may either party submit the dispute to the competent court.

Last updated: November 28, 2025.