General Terms and Conditions MFOZ

Article 1 – Definitions

In these general terms and conditions, the following is understood to mean:

MFORK: The Licentiedesk, trading under the name MFORZ, established in Amsterdam, user of these general terms and conditions.

Client: any natural person or legal entity acting in the exercise of a profession or business and concluding or intending to conclude an agreement with MFOORZ.

Agreement: any agreement between MFORZ and the Client, including quotations, assignments, subscriptions, prepaid cards, support agreements, implementation projects, consultancy, training, license-related services, and other activities.

Services: all activities to be performed by MFORZ, including consultancy, implementation, setup, configuration, integration, automation, support, optimization, training, project management, and related services in the field of software, IT, Zoho, AI, and business processes.

Third-party software: software, platforms, APIs, marketplace apps, cloud services and other third-party systems, including but not limited to Zoho, AI platforms, hosting providers, integration tools and communication services.

Additional work: all work or services that fall outside the originally agreed scope.

Article 2 – Applicability

1. These General Terms and Conditions apply to all quotations, offers, agreements, activities, and legal relationships between MFORZ and the Client.

2. These general terms and conditions apply exclusively to Clients acting in the exercise of a profession or business.

3. The applicability of the Client's general terms and conditions is expressly rejected, unless MFORP has accepted them in writing.

4. Deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.

5. If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions shall remain in full force and effect. In that case, the parties shall agree on a replacement provision that corresponds as closely as possible to the purpose and intent of the original provision.

Article 3 – Quotations and conclusion of the agreement

1. All quotations and offers from MFORK are without obligation, unless expressly stated otherwise.

2. Unless otherwise stated, quotations are valid for 15 calendar days.

3. An agreement is concluded at the moment that: a) the Client accepts a quotation or order in writing or digitally; b) MFORZ commences the execution of the work at the request of the Client; or c) MFORZ has sent an order confirmation and the Client does not immediately raise a reasoned objection thereto.

4. MFORK may assume the accuracy and completeness of the information provided by the Client.

5. Obvious typographical errors, mistakes, or errors in quotations, proposals, emails, websites, or agreements do not bind MFORK.

Article 4 – Performance of the services

1. MFORK will execute the agreement to the best of its knowledge, expertise, and ability.

2. Unless expressly agreed otherwise, MFOZ has a best-efforts obligation and not an obligation of result.

3. Timeframes, schedules, and delivery dates are indicative and do not constitute binding deadlines, unless expressly agreed otherwise in writing.

4. MFORZ is entitled to engage third parties for the execution of the agreement.

5. MFORZ is entitled to carry out work in phases and to invoice per phase.

6. If necessary for proper execution, MFORZ may provide reasonable instructions regarding working methods, project approach, access control, testing times, acceptance, and use of systems.

Article 5 – Obligations of the Client

1. The Client shall ensure that all data, access, feedback, files, decisions, approvals, and other cooperation reasonably necessary for the execution of the Agreement are provided in a timely and complete manner.

2. The Client guarantees the accuracy, completeness, and lawfulness of the data, materials, and instructions provided to MFORK.

3. The Client bears sole responsibility for: a) the content of submitted data, documents, and prompts; b) the rights to data, content, and materials submitted by the Client; and c) the verification of output, analyses, configurations, and concepts delivered by MFORZ, insofar as these are based on input from the Client or external systems.

4. If the Client fails to fulfill its obligations in a timely manner, MFOORZ has the right to suspend the execution and to charge the resulting additional costs as Additional Work.

Article 6 – Amendments and additional work

1. If, during the execution of the agreement, it becomes apparent that a change to the scope, approach, planning, or content is necessary or desirable, the parties shall consult with each other regarding this.

2. All work falling outside the originally agreed work shall be considered Additional Work.

3. Additional work will be performed and invoiced based on the agreed hourly rate or on the basis of a supplementary quotation.

4. MFORK is not obliged to accept a request for modification from the Client.

5. Changes to an assignment may affect the schedule, price, capacity, and prior assumptions.

Article 7 – Third-party software, external platforms and dependencies

1. If MFOZ's services relate to or depend on Third-Party Software, the terms, availability, limitations, and policies of that third party shall also apply.

2. MFORZ is not liable for malfunctions, errors, policy changes, price changes, security incidents, API changes, limitations, downtime, or termination of Third-Party Software services.

3. Licenses, subscriptions, usage rights, or accounts of third parties are, unless otherwise agreed in writing, provided or managed under the terms and conditions of those third parties.

4. Advice, configurations, and integrations by MFORK are partly based on the functionalities and documentation of those third parties known at that time.

Article 8 – Delivery, acceptance and complaints

1. If the parties work with phases, sprints, partial deliveries, or milestones, each phase or partial delivery counts as a separately assessable component.

2. The Client must review a deliverable, draft, configuration, or document within 7 calendar days after it has been made available and submit any objections in writing and sufficiently specified.

3. If the Client does not respond in a timely manner, the relevant delivery shall be deemed to have been accepted.

4. Complaints regarding work performed do not affect the Client's payment obligation.

5. A complaint shall never entitle the Client to suspend or set off payment.

6. If a complaint is well-founded, MFORK will, at its own discretion, rectify the work, redo it, or apply a reasonable credit.

7. Claims and defenses regarding alleged shortcomings shall lapse if they are not made known to MFOZ in writing within 12 months of discovery.

Article 9 – Rates

1. All MFORK rates are in euros and exclusive of VAT and other government levies, unless expressly stated otherwise.

2. Unless otherwise agreed, MFORK works on a time and materials basis at an hourly rate.

3. Travel time and travel or accommodation expenses may be charged separately if this has been agreed in advance or reasonably follows from the nature of the work.

4. MFORZ is entitled to periodically index or adjust its rates.

5. If a rate increase occurs other than on the basis of indexation or statutory changes, MFORZ will inform the Client thereof in a timely manner.

6. If an ongoing agreement is materially affected by such a rate increase, the Client has the right to terminate that agreement in writing as of the date on which the increase takes effect, provided that this is done within 14 days after notification.

Article 10 – Invoicing and payment

1. Unless otherwise agreed in writing, a payment term of 15 calendar days after the invoice date applies.

2. MFORZ is entitled to send advances, interim invoices, and periodic invoices.

3. Objections to an invoice must be submitted in writing and with reasons within 10 calendar days of the invoice date. Failing this, the invoice shall be deemed accepted.

4. Disputing an invoice does not suspend the payment obligation of the undisputed part.

5. In the event of late payment, the Client shall be in default by operation of law and shall owe statutory commercial interest, as well as all reasonable extrajudicial and judicial collection costs.

6. Payments made by the Client shall first be applied to costs, then to interest, and thereafter to the oldest outstanding principal amount.

7. MFORZ is entitled to suspend its activities, access to systems, support, or deliveries as long as the Client has not fully met its payment obligations.

8. MFORK is entitled to require security or an advance payment before commencing or continuing the work.

Article 11 – Term and termination

1. An agreement is entered into for the duration as stated in the quotation or order confirmation.

2. If no end date has been agreed and the nature of the agreement is continuous, the agreement shall be deemed to have been entered into for an indefinite period.

3. Ongoing agreements may be terminated in writing with a notice period of 1 month, unless otherwise agreed in writing.

4. Premature termination of a project, implementation, or fixed-term assignment by the Client shall not affect: a) the obligation to pay for work already performed; b) reimbursement of external costs and obligations already incurred; and c) compensation for reasonably reserved capacity and already planned work that becomes available as a result of the termination.

5. Upon termination, MFORZ will, to the extent reasonable and after full payment of outstanding amounts, cooperate in an orderly transfer upon request. Additional work in connection with the transfer shall be considered Additional Work.

Article 12 – Suspension and dissolution

1. MFORZ is entitled to suspend the performance of the agreement or to dissolve the agreement in whole or in part if: a) the Client fails to fulfill its obligations, or fails to do so in a timely or proper manner; b) MFORZ has good grounds to fear that the Client will not fulfill its obligations; or c) the Client applies for a moratorium on payments, is declared bankrupt, ceases its business, is liquidated, or otherwise loses the free disposal of its assets.

2. In the event of suspension or dissolution, payment obligations already incurred shall remain in full force and effect.

3. MFORK is not liable for any compensation in the event of suspension or dissolution.

Article 13 – Intellectual property

1. All intellectual property rights to advice, documents, analyses, templates, methodologies, working methods, scripts, configurations, models, prompt structures, designs, software components, documentation, and other materials developed or made available by MFORZ rest with MFORZ or its licensors.

2. To the extent necessary, upon full payment of all amounts due, the Client obtains a non-exclusive, non-transferable right of use to the results delivered specifically for the Client, exclusively for its own internal use and exclusively for the purpose for which they were delivered.

3. The Client shall not disclose, reproduce, resell, license, or make available to third parties any materials of MFORZ, unless MFORZ has given prior written permission to do so.

4. Rights to third-party software, standard software, platform functionalities, and external tools rest with the respective third parties.

5. MFORZ reserves the right to apply general knowledge, experience, methodologies, ideas, and skills acquired during the execution of the agreement elsewhere, provided that no confidential information of the Client is disclosed.

Article 14 – Confidentiality

1. The parties are obliged to maintain confidentiality regarding all confidential information that they receive from each other in the context of the agreement.

2. Information shall be considered confidential if this follows from the nature of the information or if it has been designated as confidential.

3. The obligation of confidentiality does not apply to information that: a) was already lawfully public; b) was developed independently without the use of confidential information; or c) must be provided pursuant to law, a court ruling, or a binding government order.

4. The parties shall use confidential information solely for the execution of the agreement.

Article 15 – Privacy and data processing

1. If MFORZ processes personal data on behalf of the Client in the performance of the agreement, MFORZ shall act as a processor within the meaning of applicable privacy legislation, unless the nature of the processing dictates otherwise.

2. If required by law, the parties shall enter into a separate data processing agreement for this purpose.

3. The Client warrants that it is entitled to provide personal data to MFOORZ and that the use thereof within the framework of the agreement is lawful.

4. MFORK shall take appropriate technical and organizational measures that may reasonably be expected of it, also taking into account the nature of the services provided.

5. Unless expressly agreed otherwise, the Client is solely responsible for: a) the content and accuracy of data; b) the management of rights and authorizations in its own systems; and c) making backups of its own business data and environments.

Article 16 – Liability

1. MFORZ is solely liable for direct damage that is the direct result of an attributable failure in the performance of the agreement.

2. Any liability of MFORZ is limited to the amount paid out under its liability insurance in the case in question.

3. If, for any reason whatsoever, no payment is made under insurance, the liability of MFORZ shall be limited to the amount paid by the Client to MFORZ under the relevant agreement in the 12 months preceding the damage-causing event, with a maximum of € 25,000.

4. MFORZ shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, loss of data, diminished goodwill, damages due to business interruption, damages resulting from claims by customers of the Client, or damages caused by malfunctions in or limitations of Third-Party Software.

5. MFORZ is not liable for damage caused by incorrect or incomplete information from the Client, incorrect use of advice or deliverables, or decisions made by the Client based on output from software, automation, reporting, or AI systems.

6. Any claim for compensation shall lapse if the Client has not reported the damage to MFORZ in writing within 30 days of discovery and institutes legal proceedings no later than 12 months after such discovery.

7. The limitations contained in this article do not apply in the event of intent or willful recklessness on the part of the management of MFOZ.

Article 17 – Indemnification

1. The Client indemnifies MFOZ against claims from third parties arising from data, materials, instructions, content, software, links, or unlawful use of systems provided by the Client.

2. The Client shall indemnify MFORZ, in particular against claims from third parties for infringement of intellectual property rights, privacy rights, or other rights, if such claims relate to materials or data supplied or prescribed by the Client.

Article 18 – Force Majeure

1. MFORK is not obliged to fulfill any obligation if it is prevented from doing so by force majeure.

2. Force majeure shall also be understood to mean: disruptions in internet connections, hosting, cloud platforms, APIs, third-party software, cyber incidents, government measures, illness of essential employees, power outages, transport problems, pandemics, war situations, and other external causes over which MFORZ cannot reasonably exercise influence.

3. During force majeure, the obligations of MFOZ are suspended.

4. If the force majeure situation lasts longer than 60 days, both parties have the right to terminate the agreement in writing, in whole or in part, without entitlement to compensation.

5. Work already performed and costs already incurred may be invoiced separately by MFOZ.

Article 19 – Non-transfer of personnel and business relations

1. The Client is not permitted, during the term of the agreement and for 12 months after its termination, to directly employ, have work performed, or actively approach employees, engaged freelancers, or other persons deployed by MFORZ for the execution of the agreement, without the prior written consent of MFORZ.

2. In the event of a violation of this article, the Client shall forfeit to MFORZ a penalty of € 15,000 per violation, immediately due and payable, increased by € 500 for each day that the violation continues, without prejudice to MFORZ's right to claim full compensation if the actual damage suffered is higher.

Article 20 – Applicable law and disputes

1. All legal relationships between MFORZ and the Client are governed exclusively by Dutch law.

2. The applicability of the Vienna Sales Convention is excluded.

3. The parties shall endeavor to resolve a dispute first through mutual consultation.

4. If the parties fail to reach a solution, disputes shall be submitted to the competent court in the district where MFORZ is established, unless mandatory law prescribes otherwise.

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