Terms
These terms apply to every quotation and every assignment of AEM Systems. They are written to be readable: short articles, plain language, and only provisions that actually apply to our work.
2.1 These terms apply to every quotation and every agreement of AEM, and to all work arising from them.
2.2 Before the agreement is concluded, AEM makes these terms available in a way that allows the client to save them and consult them later: as an attachment to the quotation and on this page.
2.3 The client’s own general terms do not apply, even if AEM does not expressly object to them.
2.4 Where the agreement departs from these terms, the agreement prevails. Where a separate data processing agreement has been concluded, it prevails over article 14.
2.5 If a provision is void or is annulled, the remaining provisions continue to apply. The parties will then consult on a replacement provision that comes as close as possible to the intention of the original.
3.1 Quotations are without obligation and valid for 30 days, unless stated otherwise.
3.2 Amounts and lead times quoted are based on the information the client provided with the request. If that information turns out to be incomplete or incorrect, AEM may adjust the quotation.
3.3 A quotation does not automatically apply to follow-up assignments.
3.4 Obvious mistakes and clerical errors in a quotation do not bind AEM.
4.1 The agreement is concluded once the client accepts the quotation in writing, or once AEM begins the work with the client’s agreement.
4.2 AEM may decline an assignment, including without giving reasons.
5.1 AEM performs the agreement to the best of its insight and ability. Unless expressly agreed otherwise, this is an obligation of effort, not an obligation of result.
5.2 Stated deadlines are a planning, not a strict deadline, unless the parties have expressly designated a date as strict. If AEM risks missing a deadline, it will say so as soon as possible and the parties will agree a new schedule.
5.3 AEM may have work carried out by third parties. AEM remains the point of contact and responsible for the result.
5.4 If the client does not supply materials, feedback or approvals on time, the planning shifts by at least the same period. Costs caused by such delay are for the client’s account.
6.1 The client supplies in good time all materials, information and access that AEM needs, and appoints one contact person who can take decisions on their behalf.
6.2 The client warrants that it is entitled to use the supplied materials and to provide them to AEM, and that those materials infringe no third-party rights and are not unlawful. The client indemnifies AEM against third-party claims in this respect.
6.3 The client is responsible for the accuracy of texts, data and pricing information included in the delivered result.
7.1 After delivery the client has 14 days to review the result and report defects in writing.
7.2 If the client does not respond within that period, or puts the result into use, it counts as accepted.
7.3 Defects that do not materially impede use do not prevent acceptance. AEM will remedy them within a reasonable period.
7.4 The assignment includes the number of revision rounds stated in the quotation. Where nothing has been agreed, one revision round per delivered component applies. Anything beyond that is additional work.
8.1 If the client wants to add or change something that falls outside the scope of the assignment, that is additional work.
8.2 AEM only carries out additional work after the client has agreed in writing to its scope and cost. For small additions where waiting for approval is impractical, AEM may start immediately after confirmation by email.
8.3 Additional work may shift the planning. AEM will say so in advance.
9.1 All amounts are in euros and exclusive of VAT and other government levies, unless stated otherwise.
9.2 Third-party costs needed for the assignment — domain names, hosting, licences, paid services, imagery — are invoiced separately, unless they are expressly included in the price.
9.3 For agreements running longer than twelve months, AEM may adjust its rates annually. AEM announces this at least 30 days in advance. If the increase exceeds normal indexation, the client may terminate the agreement with effect from the date the change takes effect.
10.1 The payment term is 14 days from the invoice date, unless agreed otherwise.
10.2 For assignments above an amount stated in the quotation, AEM may invoice in instalments, with a first instalment payable at the start.
10.3 If the client does not pay on time, it is in default without any notice of default being required. From that moment the statutory commercial interest of article 6:119a of the Dutch Civil Code is due, or in the case of a consumer the statutory interest of article 6:119. Any extrajudicial collection costs are also for the client’s account, calculated in accordance with the Dutch Extrajudicial Collection Costs (Standardisation) Act. Where the client is a consumer, those costs only become due after AEM has, following the default, sent a written reminder allowing a further fourteen days to pay and stating the costs that will follow.
10.4 If payment remains outstanding, AEM may suspend the work after having pointed this out in writing and having allowed a reasonable period. AEM will not exercise this right where doing so would be unreasonable in the circumstances.
10.5 The client may not set off or suspend payments, unless it is a consumer or a court or arbitrator has upheld its counterclaim.
11.1 All intellectual property rights in what AEM develops — designs, source code, documentation, configurations — rest with AEM, unless agreed otherwise in writing. That is the statutory starting point: with a commissioned work, copyright does not pass to the client automatically.
11.2 Once the client has paid everything due, it receives a non-exclusive, non-transferable and perpetual right to use the delivered result for the purpose for which it was made. Without AEM’s permission the client may not resell it or license it to third parties.
11.3 If the client wants the rights transferred in full, that is possible for an additional fee. Under article 2(3) of the Dutch Copyright Act, transfer of copyright requires a deed drawn up for that purpose; the parties will sign a separate deed of transfer setting out precisely which rights pass.
11.4 Materials supplied by the client remain the client’s. AEM receives the right of use needed to perform the assignment.
11.5 In its work AEM uses third-party components, including open source software. The licence terms of those third parties apply to them. AEM will say so if a component limits the client’s options for use.
11.6 AEM may also use general knowledge, methods, working practices and non-project-specific components developed during the assignment for other clients.
11.7 AEM may show the delivered work in its portfolio and communications, unless the client objects in writing. Confidential data is never shown.
12.1 Where AEM provides hosting, maintenance or support, the arrangements set out in the agreement apply. Without such arrangements the assignment ends on delivery and the client is responsible for management, updates and security.
12.2 AEM does not guarantee uninterrupted availability. Where possible, maintenance is announced in advance and carried out outside office hours.
12.3 For third-party services — hosting providers, payment services, APIs, AI model providers — the terms and availability of those third parties apply. AEM is not liable for outages, price changes or changes in behaviour on their side. If a third-party service is discontinued or changes significantly, AEM will consult the client about an alternative; the cost of that is additional work.
12.4 AEM makes back-ups only where this has been agreed. Where it has, the agreement states how often they are made and how long they are kept.
13.1 AI systems work on the basis of probability. Their output may be incorrect, incomplete or fabricated, and the same input may produce different output. AEM does not guarantee that output is accurate, complete or reproducible.
13.2 The client puts appropriate human oversight in place before output is used for decisions with financial, legal or other consequences. On delivery, AEM records where that check sits. AEM is not liable for damage arising from output being adopted without such a check.
13.3 AEM does not use client data to train AI models, neither its own nor those of third parties, unless the client gives separate written permission. AEM configures its connections to model providers so that training on submitted data is contractually excluded.
13.4 Prompts, prompt chains, agent configurations, system instructions and the architecture of an AI solution are AEM’s intellectual property; article 11 applies to them. Client data and the output derived from it remain the client’s. Models tuned specifically on client data are covered by a separate arrangement per assignment.
13.5 For each assignment the parties establish who is the provider and who is the deployer within the meaning of the European AI Act. If the client changes the intended purpose of a delivered system, puts its own name or trademark on it, or substantially modifies it, that is at its own expense and risk and it indemnifies AEM against the consequences.
13.6 AEM does not build applications that fall under the prohibited practices of the AI Act. AEM accepts high-risk applications only under a separate written arrangement.
13.7 Where AEM delivers a chatbot or another application that interacts directly with people, AEM configures it so that the user can tell they are dealing with an AI system. The client leaves those indications in place.
14.1 Where AEM processes personal data for which the client is the controller in performing the assignment, AEM is a processor within the meaning of the GDPR and the parties will conclude a separate data processing agreement for it. That agreement prevails over this article.
14.2 AEM may engage sub-processors. AEM notifies a new sub-processor in advance, after which the client may object in writing within two weeks.
14.3 AEM may charge for costs it incurs in assisting the client with data subject requests, audits or data breaches, unless the breach is attributable to AEM.
14.4 How AEM handles data received through this website is set out in the privacy policy.
15.1 The parties keep confidential information received from each other secret and use it only to perform the agreement. This duty continues after the agreement ends.
15.2 The duty does not apply to information that was already public, that a party developed independently, or that must be disclosed by law or by court order.
16.1 AEM’s liability per event is limited to the amount its liability insurer pays out in that case, plus the deductible. If the insurer does not pay out, liability is limited to the amount the client paid for the assignment concerned in the twelve months before the event, excluding VAT. A series of connected events counts as one event.
16.2 AEM is not liable for indirect damage, including lost profit, missed savings, lost turnover, reputational damage, loss of or damage to data, and damage from business interruption.
16.3 The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of AEM or its managers, nor to damage from death or personal injury.
16.4 Liability arises only after the client has given AEM written notice of default and has allowed a reasonable period to perform after all, unless performance is permanently impossible.
16.5 Every claim lapses twelve months after the client discovered, or could reasonably have discovered, the damage.
16.6 The client is responsible for backing up its own data, unless back-ups are expressly part of the assignment.
17.1 If AEM cannot perform its obligations because of force majeure, those obligations are suspended for as long as the force majeure lasts. Force majeure includes in any event: disruptions or outages at suppliers and hosting providers, DDoS and other cyber attacks, prolonged power or internet failures, government measures, epidemics, and prolonged illness or unavailability of people who are indispensable to the assignment.
17.2 If force majeure lasts longer than 60 days, either party may terminate the agreement in writing for the part not yet performed. What has already been delivered is settled.
18.1 An assignment for a defined project ends on acceptance of the result.
18.2 Ongoing agreements, such as hosting or maintenance, are entered into for twelve months and are then extended tacitly by one month at a time. Notice may be given in writing with one month’s notice period.
18.3 If the client terminates a project assignment early, it pays for the work performed up to that point and for costs AEM has already incurred or can no longer avoid.
18.4 Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for suspension of payments, or ceases its activities.
18.5 On termination, AEM will cooperate on request and at its usual rate in an orderly handover.
19.1 The client reports complaints about what has been delivered in writing and in as much detail as possible within two months of discovering, or of reasonably being able to discover, the defect.
19.2 If a complaint is justified, AEM will remedy the defect within a reasonable period. Where remedy is not possible or reasonable, AEM will credit the part of the price relating to the defect.
19.3 A complaint does not suspend the payment obligation, unless the client is a consumer.
20.1 AEM works with business clients. If a consumer nevertheless concludes a distance contract, this article applies and prevails over the rest in the event of conflict.
20.2 The consumer has fourteen days to reconsider, counted from the day the agreement was concluded. Within that period they may terminate the agreement without giving reasons. This can be done in any form, for example by email to info@aemsystems.nl, or by using the model withdrawal form included as an annex to these terms.
20.3 If the consumer wants AEM to start within the cooling-off period, AEM will ask for express confirmation of this. If the service has then been fully performed and the consumer declared in advance that they waive their right of withdrawal, that right lapses. If they withdraw during an ongoing service, they pay proportionately for what has already been delivered.
20.4 Provisions in these terms that are unreasonably onerous under mandatory consumer law do not apply to a consumer.
21.1 AEM may amend these terms. For ongoing agreements already in place, AEM announces a change at least 30 days in advance.
21.2 If the change is materially to the client’s disadvantage, the client may terminate the agreement with effect from the date the change takes effect.
21.3 For a project assignment already under way, the version supplied when the agreement was concluded continues to apply.
22.1 Dutch law applies to all agreements with AEM. The Vienna Sales Convention is excluded.
22.2 The parties will first try to resolve a dispute together. Failing that, the District Court of Midden-Nederland, Utrecht location, has jurisdiction, insofar as the law permits a choice of forum. That scope is limited: for claims of up to € 25,000, and in the other cases listed in article 108(2) of the Dutch Code of Civil Procedure, the court that has jurisdiction by law remains competent. Where the client is a consumer, that is in principle the court of their place of residence, and this provision does not affect that. AEM may always sue the client before the court that has jurisdiction by law.
22.3 These terms exist in a Dutch and an English version. In the event of any difference in interpretation, the Dutch text prevails. The Dutch version is available at aemsystems.nl/algemene-voorwaarden.html.
This annex belongs to article 20 and is relevant only to consumers. Complete it and return it if you wish to withdraw from the agreement. Withdrawal may also be communicated in any other way, for example by email; using this form is not obligatory.
(*) Delete as appropriate.