Terms of service

These terms apply between Vantion Labs (KvK 91500982, BTW NL004895851B52, Smaragdstraat 2, 9743 KV Groningen) and the business that engages us. “We” and “us” mean Vantion Labs; “you” and “the Customer” mean your business.

We do not contract with consumers within the meaning of Book 7 of the Dutch Civil Code.

We design, build and run software and AI: AI agents, automation, custom software, integrations and the strategy around them. The order or proposal sets out the scope, the engagement model and the cadence of each engagement.

• Fixed-scope builds end when the agreed scope is delivered, unless extended in writing.
• Ongoing engagements run per billing period and continue until paused or cancelled.

Where an order and these terms conflict, the order prevails.

Fees are agreed in writing before work starts. All amounts are in euros and exclude VAT. Dutch VAT applies where required; the reverse-charge rule applies to customers in another EU member state with a valid VAT number.

• Invoices are issued in advance for each billing period, or per milestone for fixed-scope builds.
• The first invoice is due before work starts; later invoices are due within 14 days.
• After one written reminder, we may suspend work on any invoice more than 14 days overdue.
• Late payment accrues statutory commercial interest (article 6:119a of the Dutch Civil Code).

Ongoing engagements renew at the end of each billing period. You stay in control:

• Cancel in writing before the next period starts. No notice period and no fee.
• Pause in writing. Billing and work stop until you ask us to restart.
• Prepaid periods cancelled midway are refunded pro rata for the unused months.

Once the invoice covering a deliverable is paid in full, the intellectual property in it transfers to you, as far as Dutch law allows. Where it cannot transfer, you receive a perpetual, worldwide, royalty-free licence to use, change and sublicense it.

• Background IP. We keep the rights to tools, libraries and methods that exist apart from the engagement. You receive a perpetual licence to use them as part of the delivered work.
• Open source. Open-source components stay under their own licences.
• References. We may name you as a client and describe the work publicly, unless you ask us in writing not to.

Each party keeps the other's non-public business and technical information confidential during the engagement and for three years after. That excludes information that is or becomes public without a breach, was already known, or must be disclosed by law or court order.

We work to the standard of experienced software engineers and deliver reasonable effort against the agreed scope. We do not guarantee specific outcomes or dates unless an order contracts a fixed deliverable.

• Bugs reported during an active engagement are fixed as part of the work, at no extra charge.
• Code comes with reasonable tests and documentation.
• Hosting, on-call support and uptime are your responsibility unless the order includes them. There is no service level agreement unless one is signed separately.

Much of what we build uses AI models from third-party providers. Those models can be wrong, so we design for it:

• We build in evaluations, logging and human approval where a decision matters, as agreed in the order.
• You remain responsible for decisions your business makes with AI output, and for reviewing that output where the order says a person approves it.
• Model providers' own terms apply to their models. We name the providers in the engagement and choose terms that exclude training on your data.
• Costs for model usage are passed through at cost unless the order says otherwise.

As far as the law allows, our total liability is limited to the fees you paid in the three months before the event that caused the claim.

We are not liable for indirect or consequential loss, such as lost profit, revenue, opportunity or data, or reputational harm. These limits do not apply where the law forbids them, in particular for intent or gross negligence by our management.

Neither party is liable for failures caused by events outside its reasonable control, such as war, natural disasters, pandemics, long infrastructure outages, attacks on third-party providers or government action. The affected party tells the other promptly, and both work in good faith to limit the impact.

• For convenience: as described under pause and cancellation.
• For cause: either party may end the agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.
• Immediately by us: on the Customer's insolvency, demonstrable fraud or unlawful use of our services.
• On termination outstanding invoices become due and you receive the final deliverables. Confidentiality, IP in paid deliverables and the liability limits survive.

Dutch law governs the agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Disputes that the parties cannot resolve go exclusively to the District Court of the Northern Netherlands (Rechtbank Noord-Nederland), location Groningen, unless mandatory law says otherwise.

• Entire agreement. The order, these terms and any data processing agreement form the whole agreement.
• Severability. If a clause is unenforceable, the rest stands, and we replace it with a clause as close to its intent as possible.
• Assignment. You may not transfer rights or obligations without our written consent. We may transfer to a legal successor with written notice.
• Notice. Email to hello@vantion.co or to your account contact counts as written notice.
• Precedence. Where documents conflict, the more specific one prevails.

We may update these terms. The date at the top shows the latest revision. Active customers hear about material changes by email at least 30 days before they apply.

Questions about these terms, or anything to clarify before signing: email hello@vantion.co. For how we handle personal data, read our privacy policy.