1. Definitions
In these general terms and conditions, the following definitions shall apply:
a. Company: Dalys, located at Paramaribostraat 42-1, 1058VL, Amsterdam, registered with the Chamber of Commerce under number 96292911.
b. Customer: the natural person or legal entity entering into an agreement with the Company.
c. Services: the provision of multisensor data solutions, including hardware, AI model development, and data insights via an online web application.
d. Agreement: any arrangement between the Company and the Customer concerning the provision of services and/or products.

2. Applicability
2.1 These general terms and conditions apply to all offers, agreements, and deliveries of services and products by the Company.
2.2 Deviations from these terms are only binding if expressly agreed upon in writing.

3. Offers and agreements
3.1 All offers are non-binding unless explicitly stated otherwise.
3.2 An agreement is concluded upon written confirmation by the Company or through the actual execution of the services.
3.3 Oral commitments or arrangements are only binding after written confirmation by the Company.

4. Delivery and installation
4.1 The Company shall endeavor to deliver and install the agreed services and products within the stipulated timeframe.
4.2 Any delays in delivery shall not entitle the Customer to compensation unless expressly agreed otherwise.

5. Intellectual property
5.1 All intellectual property rights concerning the AI models, software, and web application developed by the Company shall remain the property of the Company, unless otherwise agreed in writing.
5.2 The Customer is granted a non-exclusive, non-transferable right to use the software and data insights.

6. Fees and payment
6.1 All prices are exclusive of VAT and other government-imposed levies.
6.2 Payment must be made within 30 days of the invoice date unless otherwise agreed.
6.3 In the event of late payment, the Customer shall owe statutory interest, and the Company reserves the right to suspend the provision of services. Additionally, administrative fees may be charged.

7. Liability and warranty
7.1 The Company shall not be liable for any damage resulting from the use of the provided services and products, except in cases of intent or gross negligence.
7.2 The warranty on hardware and software is provided in accordance with the applicable warranty conditions.
7.3 The Company’s liability is at all times limited to the invoice amount of the relevant delivery.

8. Data protection and privacy
8.1 The Company processes personal data in accordance with applicable privacy laws.
8.2 The Customer is responsible for the proper processing and security of data collected through the Company’s services.
8.3 If the Company acts as a data processor, the parties shall enter into a separate data processing agreement.

9. Use of services
9.1 The Customer must use the Company’s services and products in compliance with applicable laws and regulations.
9.2 Unlawful use of the services, such as processing illegal or unethical data, is prohibited.

10. Maintenance and updates
10.1 The Company may periodically perform maintenance and provide updates for software and web application.
10.2 During maintenance, services may be temporarily limited or unavailable. The Company will strive to minimize such disruptions.

11. Termination and dissolution
11.1 Either party may terminate the agreement if the other party fails to meet its obligations and does not remedy the breach within a reasonable period.
11.2 Upon termination, all outstanding payments must be settled immediately.

12. Force majeure
12.1 The Company shall not be obliged to fulfill any obligations if prevented due to force majeure.
12.2 Force majeure includes all external causes, foreseen or unforeseen, beyond the Company’s control that prevent the fulfillment of obligations. These include but are not limited to power outages, network or telecommunication failures, natural disasters, pandemics, strikes, and government measures.
12.3 If the force majeure situation lasts longer than 60 days, either party has the right to terminate the agreement in writing without any obligation to compensate for damages.

13. Governing law and disputes
13.1 All legal relationships between the Company and the Customer shall be governed by Dutch law.
13.2 Disputes shall be submitted to the competent court in the district where the Company is established.

14. Amendments to the agreement
14.1 Amendments to the agreement shall only be valid if agreed upon in writing by both parties.
14.2 Both parties shall consult to discuss and document any modifications to cooperation, services, or deliveries in an addendum to the agreement.
14.3 If a party wishes to unilaterally introduce changes that materially affect the agreement, they must notify the other party in writing in a timely manner. Upon mutual approval, the modification shall be documented in an addendum.

15. Final provisions
15.1 If any provision of these general terms and conditions is found to be null or invalid, the remaining provisions shall remain in full force.
15.2 The Company reserves the right to amend these general terms and conditions. The most current version shall be available on the website.