Terms and Conditions

1. Definitions

• Brightworld: Brightworld BV, registered at Rosandeweg 7, 6862 XP Oosterbeek, The Netherlands
• Client: the natural person or legal entity using our services
• Services: all services delivered by Brightworld, including but not limited to AI agent development, software development, due diligence processes, and consultancy
• Agreement: any arrangement between Brightworld and Client regarding the delivery of Services

2. Applicability

These terms and conditions apply to all offers, quotations and agreements between Brightworld and Client, unless the parties have expressly agreed otherwise in writing.

Deviations from these terms are only valid if expressly confirmed in writing by Brightworld.

3. Quotations and formation of agreement

All quotations from Brightworld are non-binding unless expressly stated otherwise. An agreement is formed when the Client accepts a quotation in writing (by email) or when Brightworld commences work following a verbal or written instruction from the Client.

Quotations are valid for 30 days unless otherwise stated.

4. Pricing and payment

All prices are in euros and exclusive of VAT unless otherwise stated. Brightworld applies the following payment terms:

• Payment within 14 days of invoice date
• For projects above €10,000: 50% upfront, 50% upon delivery
• For subscriptions: monthly in advance
• In the event of late payment, the Client is automatically in default and Brightworld is entitled to charge statutory interest and collection costs

5. Delivery of services

Brightworld will perform the Services to the best of its ability and with due care. All work is performed on a best-efforts basis unless a result obligation has been expressly agreed.

Stated timelines are indicative and not binding deadlines unless expressly agreed otherwise. Exceeding a deadline does not entitle the Client to damages or termination.

6. Client cooperation

The Client ensures that all data, access and cooperation required by Brightworld for the delivery of the Services is available in a timely manner and in the required form. Delays caused by the Client's failure to provide necessary information are at the Client's expense.

7. Intellectual property

All intellectual property rights in materials, software, documentation and knowledge developed or delivered by Brightworld vest in Brightworld, unless expressly agreed otherwise in writing.

The Client obtains a non-exclusive, non-transferable right of use for the duration of the agreement. Transfer of ownership may be agreed for projects against additional compensation.

8. Confidentiality

Both parties undertake to maintain confidentiality regarding all confidential information obtained from each other or from other sources in the context of the agreement. Information is considered confidential if communicated as such by the other party or if this follows from the nature of the information.

9. Liability

Brightworld's total liability for damages arising from or related to the performance of an agreement is limited to the amount paid out under Brightworld's liability insurance in the relevant case, plus the excess not covered by the insurer under the policy terms.

If for any reason no payment is made under the insurance, liability is limited to a maximum of the fee charged for that assignment, with a maximum of €25,000.

Brightworld is not liable for indirect damages, consequential damages, lost profits, missed savings or business interruption losses.

10. Force majeure

Brightworld is not obliged to fulfil any obligation if prevented from doing so by force majeure. Force majeure means any circumstance beyond Brightworld's control that wholly or partially prevents fulfilment of obligations to the Client, including: staff illness, infrastructure failures, outages of third parties (such as LLM providers), and other unforeseen circumstances.

11. Termination

Project agreements end upon delivery. Subscriptions may be terminated by either party with one month's notice, unless otherwise agreed.

In the event of a material breach, the agreement may be terminated with immediate effect following written notice of default with a reasonable period for remedy.

12. Governing law and disputes

All agreements between Brightworld and Client are governed by Dutch law. Disputes shall be submitted exclusively to the competent court in the district where Brightworld is registered, unless mandatory law provides otherwise.

13. Amendments

Brightworld reserves the right to amend these terms and conditions. Amendments take effect 30 days after publication on the website. If the Client objects to the amended terms, the Client has the right to terminate the agreement.