General Terms and Conditions

1. Identity and scope

These General Terms and Conditions apply to business-to-business services supplied by New Coverden B.V., registered in Amsterdam, the Netherlands, KvK 65064844, business address Ruysdaelstraat 28-1, 1071 XD Amsterdam, operating under the Coviny business identity (“Coviny”). They apply only where referred to in an offer or agreement and made available to the customer before or when the agreement is concluded. Merely visiting this website does not constitute acceptance. Consumer engagements require separately agreed terms and remain subject to mandatory consumer law.

2. Agreement and order of precedence

An agreement is concluded when a written offer is accepted or the parties otherwise expressly agree the engagement in writing. Electronic communications may constitute writing. An offer is non-binding unless it states otherwise. The signed agreement and statement of work prevail over these terms. A data-processing agreement prevails for its subject matter. The customer’s purchasing terms are excluded unless expressly accepted by Coviny. Changes require agreement in writing.

3. Scope and performance

The statement of work defines deliverables, responsibilities, assumptions, fees, dependencies and any acceptance or service-level commitments. Coviny performs with reasonable professional care; an obligation to achieve a particular result exists only if expressly agreed. Dates are estimates unless expressly agreed as binding. Coviny may use qualified subcontractors while remaining responsible for its agreed obligations. Material scope changes are assessed for fees, timing and dependencies before implementation.

4. Customer cooperation

The customer supplies timely, accurate information, lawful access, decisions, test material and necessary personnel. It remains responsible for its source data, permissions and intended use. The customer shall not provide material it has no right to use or instruct unlawful processing or external actions. Delays caused by unmet customer dependencies may reasonably affect the timetable and costs; Coviny will communicate material consequences.

5. Fees and payment

Fees, currency, expenses and billing schedules are agreed in the offer or statement of work. Unless stated otherwise, fees exclude VAT and applicable taxes. Invoices are payable within 30 days of invoice date. An invoice objection must identify the disputed amount and reasons promptly; undisputed amounts remain payable. Overdue amounts may attract applicable statutory commercial interest and reasonable recoverable collection costs. Coviny may suspend affected work after written notice and a reasonable opportunity to cure, taking the consequences into account.

6. Delivery, acceptance and defects

Where acceptance is agreed, the customer assesses deliverables against the agreed criteria and reports material non-conformities with reproducible detail within the agreed test period, or otherwise within 15 business days after delivery. Coviny will address substantiated defects within a reasonable period and offer retesting. Minor defects that do not materially prevent the agreed use do not justify rejection. Silence alone does not constitute acceptance unless the agreement expressly provides for it. Defects caused by unauthorised changes, misuse or unsupported third-party changes are outside corrective obligations except as agreed.

7. Intellectual property and licences

Each party retains its pre-existing intellectual property. Unless expressly agreed otherwise, Coviny retains rights in its tools, frameworks, reusable components, software, methods, models and newly developed deliverables. On payment of the applicable fees, the customer receives the non-exclusive rights needed for the agreed use, within the scope and term stated in the agreement. Any assignment, exclusivity, source-code delivery or sublicensing right must be expressly agreed in writing. Customer-provided materials remain the customer’s or its licensors’ property. Third-party and open-source components remain governed by their own licences; Coviny cannot grant broader rights than it holds.

8. Data, AI and authorised actions

Source quality, freshness, coverage and permitted uses depend on the agreed sources and rights. AI-generated or inferred outputs are probabilistic and may be incorrect; they require validation proportionate to the use. No guarantee of causation, commercial outcome or regulatory compliance is implied. External actions require the authorisation and controls defined in the agreement. The customer remains responsible for decisions and use within its organisation; this does not remove Coviny’s responsibility for its own contractual breaches. Customer confidential information or personal data will not be used to train general-purpose models without a separate lawful basis and written agreement.

9. Confidentiality, security and personal data

Each party protects information reasonably understood to be confidential and uses it only to perform the agreement. Disclosure is limited to persons who need access and are bound by appropriate obligations, or as legally required. Publicly known information, independently developed information and information lawfully received without restriction are excluded. Confidentiality continues for three years after termination, and for trade secrets while protected as such. The parties agree proportionate security measures and incident procedures. If Coviny processes personal data on the customer’s behalf, the parties must conclude an appropriate data-processing agreement before that processing begins. Each party retains its own statutory duties.

10. Liability

Subject to mandatory law and the exceptions below, Coviny’s total aggregate liability arising out of or in connection with an agreement, whether in contract, tort or otherwise, shall not exceed the lower of (a) EUR 5,000 and (b) the agreed assignment price. This is one cumulative cap for all claims, events and legal grounds combined over the entire duration of that agreement and after its termination; it does not renew annually or apply separately per claim. The assignment price means the total fees agreed for the relevant assignment, excluding VAT, reimbursable expenses and separately charged third-party costs, including any changes expressly agreed in writing. For a subscription, it means the fees for the agreed initial fixed subscription term or, if no fixed term is agreed, twelve months of the agreed recurring fees. Payment of compensation reduces the remaining cap. Related events are treated as one event and no loss may be recovered twice. Coviny is not liable for indirect or consequential loss, including lost profit, lost revenue or missed savings, except to the extent exclusion is prohibited by law. Reasonable, necessary costs to determine the cause and extent of direct loss and mitigate it may qualify as direct loss. These limits do not apply to intent or deliberate recklessness of Coviny’s management, death or personal injury where liability cannot be limited, or any other liability that cannot lawfully be excluded or limited. Where cure is possible, the customer first gives written notice and a reasonable opportunity to cure. Each party takes reasonable steps to mitigate loss.

11. Third-party services and force majeure

Third-party systems and data remain subject to their own availability, licences and access conditions. Coviny will not knowingly bypass restrictions and will communicate material dependencies. A party is not liable for non-performance caused by circumstances beyond its reasonable control that could not reasonably be prevented or overcome. The affected party gives prompt notice and seeks to limit disruption. A subcontractor failure is not automatically force majeure. If the impediment continues for more than 60 days, either party may terminate the affected part in writing; properly performed work remains payable.

12. Duration, suspension and termination

The agreement specifies its term and ordinary termination rights; these terms do not create an automatic renewal. If an indefinite service has no agreed notice period, either party may terminate on one month’s written notice, subject to mandatory law. Either party may terminate for a material breach not cured within 30 days after sufficiently detailed written notice, or sooner where cure is impossible and termination is legally justified. On termination, the customer pays for properly performed work and agreed non-cancellable commitments. The parties agree reasonable arrangements for return or deletion of customer material, data export, transition assistance and retention required by law; additional transition work may be charged at agreed rates. Termination does not remove rights accrued beforehand.

13. General provisions and disputes

Neither party may use the other’s name or logo as a customer reference without permission. If a provision is invalid, the remaining provisions continue; the parties seek a valid replacement consistent with the original purpose. Changes to these terms apply to existing agreements only with the customer’s agreement or under a valid contractual change mechanism. Dutch law governs, excluding the UN Convention on Contracts for the International Sale of Goods where applicable. The parties first seek a practical resolution of disputes. Subject to mandatory jurisdiction rules, disputes are submitted to the competent court in Amsterdam. Version 1.2 — 31 October 2026.

14. Private individuals, consumer rights and dispute resolution

A consumer is a natural person acting for purposes outside their trade, business or profession; an individual acting professionally is not a consumer merely because they contract in their own name. The business terms above do not automatically apply to consumer engagements. If Coviny expressly accepts a consumer engagement, mandatory consumer law and the agreed consumer terms prevail, including applicable information duties, withdrawal rights and rights concerning conformity of digital content and services. Neither the business liability cap in clause 10 nor the Amsterdam forum provision limits rights that a consumer cannot lawfully waive.

A consumer may first submit a complaint in writing to New Coverden B.V., Ruysdaelstraat 28-1, 1071 XD Amsterdam, the Netherlands, identifying the service and requested resolution. Coviny will seek an amicable resolution and respond substantively within 14 calendar days, or explain within that period when a substantive response can be expected. This complaints process does not prevent access to courts or suspend statutory rights or deadlines.

If the complaint cannot be resolved, the parties may agree to refer it to a competent certified alternative dispute resolution (ADR) entity under the applicable national implementation of the EU consumer ADR framework. Where Coviny is legally required or has committed to participate in a particular ADR procedure, it will provide the required entity details and information in the applicable terms and, following an unresolved complaint, on a durable medium. Otherwise, participation requires agreement; Coviny does not represent that it is affiliated with a particular arbitration board or ombudsman. Information about certified bodies is available through the European Commission’s Consumer Redress Portal.

No advance agreement to arbitration or ADR in these terms deprives a consumer of the right to bring proceedings before a competent court. Any binding procedure or outcome requires the consent and safeguards prescribed by applicable law. A choice of Dutch law does not deprive an eligible consumer of mandatory protection afforded by the law of their habitual residence where applicable; jurisdiction is determined by the applicable consumer jurisdiction rules. The former EU Online Dispute Resolution platform closed on 20 July 2025 and is not used for submitting complaints.