Last updated: June 10, 2025
In these Terms of Service, the following terms, always indicated with capital letters, are used in the following meaning:
These Terms of Service govern your use of the services provided by Andri AI B.V. ("we," "us," or "our"), a company registered in The Netherlands. By using our artificial intelligence services, you agree to be bound by these terms and conditions. Please read them carefully before using our services.
1.1 Andri AI: the private limited company Andri AI B.V., located at Amsterdam, The Netherlands, registered in the commercial register of the Chamber of Commerce (KvK) number 97424803, also referred to as: "Contractor".
1.2 Service(s): all products and services offered and to be delivered by Andri AI in the field of artificial intelligence (AI), including but not limited to AI research, analysis, development, implementation and support.
1.3 Client: the natural person acting in the exercise of profession or business or legal entity that enters into an Agreement with Andri AI or to whom Andri AI has issued a quotation.
1.4 Agreement: any agreement concluded between Andri AI and Client, any modification or addition thereto, as well as all (legal) acts in preparation and execution of that agreement.
1.5 AI system: an algorithm that automatically executes instructions, learned from data, as defined in the EU AI regulation.
1.6 Personal data: all information about an identified or identifiable natural person as defined in Article 4 of the General Data Protection Regulation (GDPR).
1.7 Data controller: the natural person or legal entity who, alone or together with others, determines the purpose of and means for the processing of personal data.
1.8 Processor: the natural person or legal entity who processes personal data on behalf of the data controller.
2.1 These Terms of Service apply to all offers, quotations and Agreements between Andri AI and Client, unless expressly agreed otherwise in writing.
2.2 Applicability of any purchasing or other terms and conditions of Client is expressly rejected, unless these have been expressly accepted in writing by Andri AI.
2.3 If one or more provisions in these Terms of Service are wholly or partially void or annulled at any time, the remaining provisions remain fully applicable. In that case, Andri AI and Client will consult to agree on new provisions to replace the void or annulled provisions, whereby the purpose and intent of the original provisions are respected as much as possible.
2.4 In case of conflict between the provisions of the Agreement and the Terms of Service, the provisions of the Agreement prevail.
3.1 Andri AI offers services in the field of artificial intelligence, including but not limited to AI research, analysis, development, implementation and support.
3.2 The exact content and scope of the Services to be delivered by Andri AI are determined by what is stated in the Agreement.
3.3 Andri AI endeavors to perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all based on the state of science and technology known at that time.
3.4 Andri AI has the right to have work performed by third parties.
4.1 All offers and quotations from Andri AI are without obligation, unless a term for acceptance is set in the quotation.
4.2 An Agreement is concluded at the moment the quotation or order confirmation signed by Client is received by Andri AI, or if Andri AI has started performing work for Client at Client's request.
4.3 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation, Andri AI is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless Andri AI confirms in writing to Client that it agrees with the deviations proposed by Client.
5.1 Andri AI will endeavor to perform the Services with care, where applicable in accordance with the agreements and procedures established in writing with Client.
5.2 If it has been agreed that the Services will be performed in phases, Andri AI may suspend the performance of those parts that belong to a subsequent phase until Client has approved the results of the preceding phase in writing.
5.3 If the Agreement has been entered into with a view to performance by a specific person, Andri AI is always entitled to replace this person with one or more other persons with the same qualifications after consultation with Client.
5.4 Andri AI is not obliged to follow instructions that change or supplement the content or scope of the agreed Services; if such instructions are followed by Andri AI, the relevant work will be charged to Client in accordance with what is stipulated in Article 8.
6.1 Client will provide all cooperation for the performance of the Agreement and provide all data and information relevant to the Services to Andri AI in a timely manner. "Timely" in this context means before Andri AI performs the Agreement.
6.2 Client guarantees the accuracy, completeness and reliability of the data and information made available to Andri AI, even if these originate from third parties.
6.3 Client is responsible for the use and application of the Services delivered by Andri AI within his organization, as well as for the control and security procedures and adequate system management.
6.4 If the data required for the performance of the Agreement are not provided to Andri AI in a timely manner, Andri AI has the right to suspend the performance of the Agreement and/or charge Client for the additional costs resulting from the resulting delay according to the agreed rates.
7.1 Client undertakes to make reasonable use of the Services, which includes:
7.2 Unreasonable use is considered to include at least:
7.3 Andri AI reserves the right to limit or suspend Client's access to the Services, in whole or in part, after prior warning upon detection of unreasonable use, without this giving rise to any liability of Andri AI towards Client.
7.4 Repeated unreasonable use may lead to termination of the Agreement in accordance with Article 16, whereby fees already paid will not be refunded.
8.1 For the Services, Client owes the remuneration included in the Agreement.
8.2 All prices and rates are exclusive of value added tax (VAT) and other levies imposed by the government, unless otherwise agreed.
8.3 Payment must be made no later than 30 days after the invoice date, in a manner to be indicated by Andri AI. Objections to the amount of the invoice do not suspend the payment obligation. Client's right to suspension and/or set-off is expressly excluded.
8.4 If Client fails to make full payment within the final payment term mentioned in Article 8.3, Client is in default by operation of law, without requiring a notice of default. Client then owes the statutory commercial interest on the outstanding invoice amount. This interest is calculated from the date on which Client came into default until the date of payment of the full amount. Furthermore, Client then owes Andri AI all extrajudicial and judicial (collection) costs reasonably incurred by Andri AI.
8.5 In case of liquidation, bankruptcy, attachment or suspension of payment of Client, Andri AI's claims against Client are immediately due and payable and Andri AI is entitled to terminate the Agreement with immediate effect without stating reasons.
9.1 Annual indexation: Andri AI is entitled to index prices annually on January 1st according to the Service Price Index (DPI) published by Statistics Netherlands, Commercial Services and Transport series (2015=100) increased by a maximum of 5%.
9.2 Indexation calculation method: The indexation is calculated as follows: new price = old price × (index figure for October of the current year / index figure for October of the previous year).
9.3 Alternative index: If Statistics Netherlands ceases publication of the mentioned price index figure or changes the basis of calculation, a comparable index figure will be used as much as possible. The indexation as referred to in this article does not give Client the right to terminate or dissolve the Agreement.
9.4 Other price changes: Andri AI also reserves the right to change the prices for the Services other than on the basis of indexation.
9.5 Announcement and termination right: Price changes as referred to in Article 9.4 will be communicated to Client in writing no later than two (2) months before taking effect. If a price increase amounts to more than 10% compared to the last applicable price (excluding indexation according to Articles 9.1-9.3), Client has the right to terminate the Agreement in writing within thirty (30) days after announcement of the price increase. In the absence of timely termination, Client is deemed to have accepted the price change.
10.1 All intellectual property rights to the Services, software, systems, websites, and all materials developed or made available under the Agreement rest exclusively with Andri AI or its licensors.
10.2 Client acquires only the right to use the Services in accordance with the provisions of the Agreement and these Terms of Service.
10.3 Client is not permitted to remove or change any indication concerning copyrights, trademarks, trade names or other intellectual property rights from the Services.
10.4 Andri AI reserves the right to use the knowledge gained from the performance of the Services for other purposes, insofar as no confidential information of Client is disclosed to third parties.
10.5 If it turns out that Client, by providing materials or data to Andri AI, infringes third party rights, Client will indemnify Andri AI against any claims by third parties based on such infringement.
11.1 If Andri AI processes Personal Data in the context of performing the Agreement, Andri AI and Client will comply with the obligations arising from applicable privacy legislation, including the General Data Protection Regulation (GDPR).
11.2 Andri AI processes Personal Data exclusively on behalf of and based on written instructions from Client, except for deviating legal obligations.
11.3 Andri AI will take appropriate technical and organizational measures to secure Personal Data against loss or any form of unlawful processing. These measures guarantee an appropriate level of security given the risks involved in processing and the nature of the data to be protected.
11.4 In case of a data breach as referred to in Article 33 of the GDPR, Andri AI will notify Client thereof without undue delay. Andri AI will take reasonable measures to limit the consequences of the data breach and prevent further data breaches.
11.5 Andri AI will, where possible, take into account the right to privacy protection and the interests of data subjects when providing services.
11.6 Client indemnifies Andri AI against claims by data subjects or third parties arising from Client's non-compliance with the GDPR or other applicable privacy laws or regulations.
11.7 At Client's request, after termination of the Agreement or when Personal Data are no longer needed for the purpose of processing, Andri AI will delete or return Personal Data and delete existing copies, unless storage is legally required.
12.1 Andri AI declares to comply with applicable AI regulations including the EU AI Regulation (Regulation (EU) 2024/1689) for EU/EEA clients, and relevant UK AI governance frameworks and guidelines for UK clients, insofar as these apply to the Services offered by Andri AI.
12.2 Upon request, Andri AI provides information about the risk profile of the offered AI systems according to applicable regulatory frameworks in the Client's jurisdiction.
12.3 For high-risk AI systems, Andri AI conducts appropriate risk assessments and data protection impact assessments in accordance with applicable regulations (including Article 35 GDPR and relevant AI regulations), and informs Client thereof upon request.
12.4 Andri AI will provide transparency information about AI systems as required by applicable law in the relevant jurisdiction.
12.5 Andri AI undertakes to comply with applicable codes of practice and industry standards for AI systems and will report on this to Client upon request.
12.6 When developing and managing AI systems, Andri AI will take appropriate measures to prevent discrimination and other violations of fundamental rights, in accordance with applicable law and international standards.
12.7 When using generative AI models, Andri AI informs Client about possible risks and limitations of the model and how these risks are managed.
13.1 Andri AI's liability is limited to compensation for direct damage up to a maximum of the amount of the remuneration agreed for the Agreement (excluding VAT) for one year, up to an absolute maximum of €10,000 (ten thousand euros).
13.2 Direct damage is understood to mean exclusively:
a. reasonable costs that Client would have to incur to make Andri AI's performance comply with the Agreement;
b. reasonable costs incurred to determine the cause and extent of damage, insofar as the determination relates to direct damage within the meaning of these terms;
c. reasonable costs incurred to prevent or limit damage, insofar as Client proves that these costs have led to limitation of direct damage within the meaning of these terms.
13.3 Andri AI is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation and damage as a result of claims by third parties.
13.4 The limitations of liability included in these terms do not apply if the damage is due to intent or gross negligence of Andri AI or its directors.
13.5 Client indemnifies Andri AI against any claims by third parties who suffer damage in connection with the performance of the Agreement and which damage is attributable to Client.
13.6 Client is always responsible for the use of products and services offered by Andri AI. Client must always check AI-generated answers for accuracy. Andri AI accepts no liability regarding AI-generated answers and the consequences of using those answers, and by using AI made available by Andri AI, Client agrees to indemnify Andri AI for the consequences of that use.
14.1 Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and which is not for their account under the law, a court decision or generally accepted views.
14.2 Force majeure in these Terms of Service means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which Andri AI cannot exert influence, but which prevent Andri AI from fulfilling its obligations, including strikes in Andri AI's company or those of third parties.
14.3 Andri AI also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Andri AI should have fulfilled its obligations.
14.4 During the period that force majeure continues, parties may suspend the obligations under the Agreement. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without obligation to compensate damage to the other party.
15.1 Parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
15.2 If Andri AI is obliged under a legal provision or court decision to provide confidential information to third parties designated by law or the competent court, and Andri AI cannot invoke a legal or court-recognized or permitted right of privilege, then Andri AI is not obliged to pay damages or compensation and Client is not entitled to dissolve the Agreement on the basis of any damage arising therefrom.
15.3 The obligations under this article also continue to exist after termination of the Agreement.
17.1 Andri AI reserves the right to change or supplement these Terms of Service.
17.2 Changes also apply to already concluded Agreements with due observance of a period of 30 days after announcement of the change.
17.3 Changes are announced via email to Client or via Andri AI's website.
17.4 If Client does not wish to accept a change in these Terms of Service, he may terminate the Agreement by the date on which the amended terms take effect, with due observance of the applicable notice period.
18.1 Complaints about the work performed must be reported by Client to Andri AI in writing within fourteen days after discovery, but no later than thirty days after completion of the relevant work. The submitted complaint must contain as detailed a description of the shortcoming as possible, so that Andri AI is able to respond adequately.
18.2 If a complaint is justified, Andri AI will still perform the work as agreed, unless this has demonstrably become pointless for Client. The latter must be made known in writing by Client.
18.3 For clients domiciled in the Netherlands, Dutch law applies to all Agreements. For clients domiciled in the United Kingdom, English law applies. For clients domiciled in other jurisdictions, Dutch law applies unless otherwise agreed in writing.
18.4 Disputes will be submitted to the competent courts as follows: (a) for clients domiciled in the Netherlands, to the competent court in Amsterdam, the Netherlands; (b) for clients domiciled in the United Kingdom, to the competent courts of England and Wales; (c) for clients domiciled elsewhere, to the competent court in Amsterdam, the Netherlands, unless legal provisions require otherwise.
18.5 Before initiating legal proceedings, parties are encouraged to attempt resolution through good faith negotiations or mediation.
19.1 The last published version or the version as it was valid at the time of concluding the Agreement with Andri AI always applies.
19.2 Andri AI is entitled to transfer the rights and obligations under the Agreement to a third party, provided the transfer does not detract from the quality and continuity of the service provision.
19.3 In case of interpretation of the content and purport of these Terms of Service, the Dutch text thereof is always conclusive.
For questions about these Terms of Service, you can contact us via:
Email: info@andri.ai
Andri AI B.V.
The Netherlands