Terms and conditions

1. BGenius is the trade name under which Haro Hollertt operates his business.

BGenius, Haro Hollertt, Chamber of Commerce: 30233630, VAT: NL001561689B75, Telephone: +31 (0)6 22379717, Email: [email protected]

2. In these General Terms and Conditions, the following definitions apply:

BGenius: Haro Hollertt, trading under the name BGenius.

Client: any natural person acting in the course of a profession or business, legal entity or other organisation that enters into, or negotiates, an Agreement with BGenius.

Agreement: any agreement for services between BGenius and the Client.

Assignment: the specific engagement described in a quotation, order confirmation, project proposal or other written arrangement.

Services: all business services offered or performed by BGenius, including project control, business control, financial analysis, management information, process analysis, process optimisation, project and change support, consultancy, strategic and business advice, business coaching, management guidance, sparring, workshops, training, AI strategy, AI projects, AI implementations, process automation, workflows, dashboards, models, reports, prototypes, proofs of concept and other related services.

Deliverables: all reports, analyses, advice, dashboards, designs, presentations, configurations, models, prompts, workflows, automations, software, scripts, prototypes, documents and other results delivered by BGenius in connection with an Assignment.

AI Application: any application of artificial intelligence, machine learning, generative AI, large language models, AI agents or comparable technology.

Third-Party Services: software, cloud environments, data sources, APIs, AI models, platforms and other services or products supplied by third parties.

Intermediary: a party involved between BGenius and an End Client in the formation, contracting or performance of an Assignment.

End Client: the organisation for which BGenius actually performs work where the Client is an Intermediary.

3. These General Terms and Conditions are intended exclusively for business Clients. If BGenius provides services to consumers, additional statutory rules may apply.

1. These General Terms and Conditions apply to all offers, quotations, order confirmations, Agreements, Assignments and Services of BGenius.

2. Any general terms and conditions or purchasing conditions of the Client are expressly rejected.

3. Deviations are valid only if agreed in writing.

4. In the event of inconsistency, the following order of precedence applies unless specifically agreed otherwise: - a specific Agreement or order confirmation signed by both parties; - the quotation or project proposal of BGenius; - a specific annex, such as the DBA Annex or data processing agreement, for the subject matter covered by that annex; - these General Terms and Conditions.

5. If any provision is wholly or partly void, voidable or unenforceable, the remaining provisions remain in full force. The parties shall replace the relevant provision with a valid provision that reflects its purpose and intent as closely as possible.

1. Quotations and offers are non-binding unless an explicit validity period is stated.

2. An Agreement is formed when the Client accepts a quotation or proposal in writing or electronically, BGenius confirms an Assignment in writing, or BGenius starts performance with the Client's consent.

3. Obvious errors, typographical errors, calculation errors and mistakes do not bind BGenius.

4. Estimates of hours, costs and lead times are indicative unless expressly agreed otherwise.

1. BGenius performs the work as an independent entrepreneur and independent contractor.

2. The parties enter into an agreement for services within the meaning of Section 7:400 of the Dutch Civil Code (Burgerlijk Wetboek) and expressly do not intend to enter into an employment agreement within the meaning of Section 7:610 of the Dutch Civil Code.

3. The parties acknowledge that the legal and tax qualification of their relationship is determined not only by the wording of the Agreement but, in particular, by the manner in which the parties actually work together. They shall therefore conduct the relationship in practice in accordance with its independent nature.

4. The Client determines the desired objective, result, functional requirements, relevant deadlines and necessary boundary conditions. BGenius independently determines how those results are achieved.

5. In principle, BGenius independently determines its working method, approach, sequence, planning, allocation of time, work location, tools and the manner in which knowledge and expertise are applied.

6. The Client has no authority to direct or supervise the manner in which BGenius substantively performs the Assignment.

7. Functional coordination regarding the result, project planning, system access, information security, statutory requirements, safety rules and necessary cooperation does not constitute employer authority.

8. BGenius is not required to request leave, have holidays approved, request sick leave, follow fixed employee working hours, participate in employee performance reviews or submit to personnel policies, except where specific safety, security, integrity or access rules are necessary.

9. BGenius is not entitled to continued pay during illness, holiday allowance, paid holidays, pension contributions, employee bonuses or other employment benefits from the Client.

10. BGenius independently determines when no work is performed on the Assignment, subject to agreed deadlines and necessary project coordination.

11. Working on the Client's premises, accessing the Client's systems, participating in project meetings or cooperating with employees does not change the independent nature of the Assignment.

12. The parties shall structure the Assignment as far as possible around a specific issue, project, phase, change, improvement or Deliverable to be achieved.

13. An Assignment is in principle not intended to constitute the structural one-for-one performance of a regular employee role.

14. If the work develops into a structural employee role, or if the manner of cooperation materially deviates from the agreed principles of independence, the parties shall reassess the working relationship.

15. BGenius is free to work for other clients. There is no exclusivity unless agreed in writing for a specific and limited subject matter.

16. A non-solicitation or non-compete provision may not restrict BGenius to such an extent that independent entrepreneurship becomes reasonably impossible.

17. BGenius in principle uses its own business resources, expertise and methodologies. Necessary use of the Client's equipment, accounts or systems does not alter this.

18. BGenius bears its own business expenses and is responsible for its own business operations, insurance, tax obligations and client acquisition.

19. BGenius bears the normal entrepreneurial and commercial risks associated with independent service provision.

20. If a defect in a Deliverable is demonstrably attributable to BGenius and falls within the original scope, BGenius may elect to remedy that defect at its own expense.

21. BGenius is not required to perform the work exclusively in person and may engage suitable third parties or substitutes. BGenius remains responsible for work performed under its responsibility, unless otherwise agreed.

22. Where special qualifications, confidentiality or security requirements apply, the Client may reject a proposed substitute only on reasonable and objective grounds.

23. The Client assesses BGenius on the agreed Deliverables and quality, and not as an employee within a personnel hierarchy.

24. BGenius does not form part of the Client's staffing establishment and shall in principle not be included in an organisational structure as if BGenius were an employee.

25. Where registration in the Client's systems is necessary, it shall, where reasonably possible, be made clear that BGenius is an external contractor.

1. The parties shall jointly monitor how the relationship is actually performed in practice.

2. The Client shall not give instructions that in practice place BGenius in a subordinate position.

3. BGenius may refuse an instruction if it falls outside the Assignment, constitutes employee-like direction of the performance, effectively treats BGenius as an employee, or creates a material risk of reclassification. Such refusal does not constitute a breach.

4. If the Client wishes to introduce structural attendance at fixed times, approval of leave, personnel reporting lines, employee performance reviews or comparable obligations, the Client shall notify BGenius in advance.

5. The parties shall then assess whether the Assignment can still be continued as an independent engagement.

6. BGenius may temporarily suspend the work if the actual structure of the engagement creates a substantial risk of false self-employment (schijnzelfstandigheid) and the Client is unwilling to adjust the relationship.

7. If adjustment is not reasonably possible, BGenius may terminate the Assignment without liability for loss arising solely from that termination. Work already performed and costs already incurred remain payable.

8. For longer-running Assignments, the parties shall periodically, and in the event of a material change, assess whether actual performance still corresponds with the independent nature of the Assignment.

9. If the Client uses an internal classification or DBA assessment, the Client shall, upon request, provide BGenius with insight into the relevant outcome.

10. If a competent authority raises questions about the qualification of the working relationship, the parties shall inform each other in a timely manner and reasonably cooperate in providing a factually correct response.

11. Neither party shall knowingly make incorrect or misleading statements about the actual working relationship.

12. No provision of these General Terms and Conditions binds the Dutch Tax Administration, a court, a pension fund, the Dutch Employee Insurance Agency (UWV) or any other competent authority in its legal classification of the relationship.

13. If reclassification is wholly or predominantly the direct result of conduct by the Client that demonstrably conflicts with the agreed principles of independence, the Client shall reimburse the reasonable legal and tax advisory costs directly incurred by BGenius as a result, to the extent permitted by law.

14. Taxes, social security contributions, pension obligations and other statutory charges shall be borne by the party on whom they are imposed under applicable mandatory law, subject to any legally permitted right of recourse.

15. To the extent legally possible and relevant, the parties may make specific arrangements in the Assignment concerning statutory deemed employment relationships that may lawfully be excluded. Any such arrangement must be recorded in a timely and legally valid manner.

1. If BGenius works for an End Client through an Intermediary, the independent structure of the working relationship remains equally important.

2. The Intermediary shall promote awareness by the End Client of the arrangements relevant to independent performance.

3. Neither the Intermediary nor the End Client may exercise employer authority over BGenius.

4. The Intermediary shall promote that the End Client refrains from employee-like direction, mandatory employee working hours, approval of leave, employee performance reviews and comparable conduct.

5. If the End Client nevertheless imposes such obligations, BGenius shall notify the contractual Client and the parties shall consult on appropriate adjustments.

6. If intermediation creates a risk of a deemed employment relationship, the parties shall assess before or during the Assignment whether additional arrangements are required regarding entrepreneurial risk, liability, debtor risk, business resources, other clients and any non-solicitation or non-compete provisions.

7. BGenius is not required to accept a structure that, in its reasonable opinion, is insufficiently compatible with independent entrepreneurship.

1. BGenius shall perform the Assignment carefully, professionally and to the best of its knowledge and ability.

2. BGenius retains its professional and substantive independence.

3. BGenius may refuse instructions that conflict with applicable laws and regulations, professional integrity, information security or the agreed Assignment.

4. Unless a specific result is expressly guaranteed in writing, BGenius has an obligation to use reasonable endeavours and not an obligation to achieve a particular result.

5. Business outcomes such as revenue growth, cost savings, profit improvement, efficiency gains, return or change outcomes are not guaranteed.

6. Results may depend on circumstances outside BGenius's control, including the quality of information, cooperation of employees, management decisions, external suppliers, technical systems, laws and regulations, and market developments.

1. The Client shall provide BGenius in a timely manner with all information, access, documents, decisions and other cooperation reasonably required.

2. The Client warrants the accuracy, completeness and reliability of information provided.

3. BGenius may rely on information provided unless BGenius knows, or reasonably ought to know, that the information is incorrect.

4. The Client warrants that it is entitled to make available data, files, documents, software and other materials.

5. Delay caused by insufficient or late cooperation by the Client is at the Client's risk and expense.

6. Additional work made necessary as a result may be invoiced as additional work.

1. Reports, dashboards, forecasts, scenarios, budgets and analyses are based on the available information and the circumstances known at the relevant time.

2. Forward-looking information inherently involves uncertainty. BGenius does not guarantee that forecasts, budgets, scenarios or other expectations will actually be realised.

3. The Client remains responsible for its own financial and operational decision-making.

4. Services provided by BGenius do not constitute a statutory audit, review engagement, assurance engagement or other regulated accountancy service.

5. BGenius does not provide legal, tax, medical or regulated investment advice unless this is expressly part of an Assignment and BGenius is authorised to provide the relevant service.

6. If information or an analysis is used for a material decision, the Client remains responsible for carrying out an appropriate independent review and internal decision-making process.

1. BGenius may provide business advice, coaching, guidance and sparring services to entrepreneurs, managers, professionals, teams and organisations.

2. These services are aimed at business, professional or personal development within a business context.

3. Coaching and sparring do not constitute medical treatment, psychotherapy or any other healthcare service.

4. BGenius does not guarantee the outcome of any coaching, advisory or guidance engagement.

5. Results depend in part on the efforts, choices, circumstances and implementation by the participant and the Client.

6. The Client and participant remain responsible for decisions and actions taken as a result of advice, coaching or guidance.

7. If the Client is an organisation and the actual participant is an employee, manager or other natural person, BGenius shall treat the content of individual conversations as confidential.

8. Substantive information from individual coaching or sparring sessions shall not be disclosed to the Client without the participant's consent, unless otherwise agreed in advance, a statutory disclosure obligation applies, or disclosure is reasonably necessary to prevent serious and immediate danger.

9. BGenius may provide a business Client with process-related information, such as attendance, progress and general findings that cannot be traced back to confidential conversation content.

10. If an individual session is cancelled less than 48 hours before the agreed time, BGenius may charge the reserved time in full, unless otherwise agreed.

1. A change in scope, planning, assumptions, functionality or desired Deliverables may affect the price and lead time.

2. BGenius is not required to perform work outside the agreed scope within a fixed project fee.

3. Additional work shall be performed at the agreed rate or, failing such agreement, at BGenius's then-current customary rate.

4. BGenius shall inform the Client if it is reasonably foreseeable that a change will result in substantial additional work.

1. BGenius may use AI Applications, automation software, cloud software, APIs and other technological tools in providing its Services.

2. AI systems may operate probabilistically. Output may therefore be incorrect, incomplete, inconsistent, non-unique or unpredictable.

3. BGenius does not guarantee that output generated by AI or produced partly with AI is entirely error-free or suitable for every purpose.

4. Where reasonable in view of the nature and risk of the Assignment, BGenius shall apply human review before a Deliverable is provided.

5. The Client remains responsible for appropriate verification before AI-related Deliverables are used for material decisions or production processes.

6. AI output may not be used without appropriate human review for decisions having significant legal, financial, personnel, safety or other material consequences.

7. A prototype, proof of concept or experimental AI solution is not considered production-ready unless expressly agreed otherwise.

8. If the Client intends to use an AI Application developed by BGenius for a purpose other than the purpose discussed during the Assignment, the Client shall notify BGenius in advance where that changed use may affect risk, safety, privacy or legal classification.

9. Each party is responsible for the obligations applicable to its own role under applicable AI, privacy and other laws and regulations.

10. The Client shall inform BGenius in advance of the intended use of an AI solution to the extent necessary to assess legal or technical risks.

11. BGenius shall not knowingly use the Client's confidential information or personal data to train generally available proprietary AI models, unless separate consent has been provided and such use can lawfully take place.

12. BGenius may use anonymised knowledge, generic solution patterns and non-identifiable insights to improve its own services, methods, prompts and processes.

13. The Client shall not provide special-category personal data, criminal-offence data, highly confidential business information or other high-risk data for processing through an AI Application without prior coordination with BGenius.

14. AI models and third-party technology may be changed, restricted, replaced or discontinued. BGenius does not guarantee that functionality supplied by external providers will remain permanently available without change.

1. Additional terms and conditions of the relevant supplier may apply to Third-Party Services.

2. BGenius is not responsible for changes in prices, licence terms, APIs, functionality, models, availability or third-party services over which BGenius has no reasonable control.

3. Costs of Third-Party Services are not included unless expressly agreed.

4. BGenius may require accounts and licences to be concluded directly in the Client's name and for the Client's account.

5. BGenius does not guarantee that software, integrations or automations will operate entirely without interruption under all circumstances.

6. The Client shall maintain appropriate backups, controls and business-continuity measures for business-critical processes.

7. Maintenance required as a result of changes by third parties falls outside the original Assignment unless maintenance has been expressly agreed.

1. The parties shall comply with the privacy laws applicable to them.

2. If BGenius processes personal data solely on behalf of the Client and qualifies as a processor, the parties shall, where required, enter into a separate data processing agreement.

3. BGenius shall implement appropriate organisational and technical security measures having regard to the nature and scope of the Services.

4. No digital system can be guaranteed to be completely free from security risks.

5. The Client remains responsible for its own access management, user permissions, backups and security policy.

6. The Client shall inform BGenius in advance if data or systems are subject to specific statutory, contractual or security requirements.

1. All intellectual property rights and know-how of BGenius that existed before the Assignment or were developed independently of a specific Assignment remain with BGenius.

2. These include, among other things, methodologies, frameworks, models, templates, prompt structures, prompts, generic workflows, automation concepts, algorithms, scripts, libraries, techniques, working methods, structures, software components and generic knowledge.

3. BGenius may use knowledge, ideas, methodologies and generic solution patterns developed during an Assignment for other purposes and clients, provided that no confidential information of the Client is disclosed.

4. Rights in materials provided by the Client remain with the Client or the relevant rights holder.

5. Following full payment, and unless otherwise agreed, the Client receives a non-exclusive and non-transferable right to use the Deliverables specifically provided to it for the agreed business purpose.

6. The Client may use the Deliverables within its own organisation for the agreed purpose and, where reasonably necessary for that purpose, share them with professional advisers, its accountant, auditor, financier or other relevant third party subject to appropriate confidentiality.

7. Intellectual property rights are transferred only if expressly agreed in writing and any transfer becomes effective only after full payment.

8. Generic components of BGenius are not transferred unless specifically agreed in writing.

9. Rights in software, data sources, open-source components, AI models and other third-party components are governed by the terms of the relevant rights holders.

10. The Client acknowledges that output generated wholly or partly by AI may not be capable of exclusive protection by intellectual property rights.

11. BGenius does not guarantee that output generated by external AI systems is unique.

1. The parties shall treat as confidential any information that they know or reasonably should understand to be confidential.

2. Confidential information shall be used solely for the performance of the Agreement.

3. The confidentiality obligation does not apply to information that is already lawfully public, lawfully obtained from a third party, independently developed, or required to be disclosed by law or court order.

4. BGenius may share information with third parties engaged by BGenius to the extent necessary for performance, provided those third parties are subject to appropriate confidentiality obligations.

5. BGenius shall not use the Client's name, logo or an identifiable client case as a commercial reference without permission.

1. All prices are exclusive of VAT and other taxes or charges unless stated otherwise.

2. BGenius may perform work on the basis of an hourly rate, day rate, fixed project fee, subscription, retainer, result- or phase-related fee, or a combination thereof.

3. Travel, accommodation, licence, software and external costs shall be charged separately where agreed or reasonably necessary.

4. BGenius may require advance payments and interim payments.

5. Invoices must be paid within fourteen days of the invoice date unless otherwise agreed in writing.

6. The Client is not entitled to suspend payment or set off amounts, except to the extent such rights cannot be excluded under mandatory law.

7. In the event of late payment, the Client is in default without further notice of default to the extent permitted by law.

8. Statutory commercial interest is due from the date of default.

9. Reasonable judicial and extrajudicial collection costs are payable by the Client.

10. BGenius may suspend work for as long as due and payable invoices remain unpaid.

1. Planning and delivery dates are indicative unless expressly designated as strict deadlines in writing.

2. A period commences only once BGenius has received the necessary information, access, decisions and any agreed advance payments.

3. The Client shall assess Deliverables within a reasonable period after delivery.

4. Visible or reasonably identifiable defects must be reported in writing, with sufficient detail, as soon as possible.

5. BGenius shall be given a reasonable opportunity to investigate a demonstrably attributable defect and, where possible, remedy it.

6. An Assignment ends when the agreed Deliverable or agreed project phase has been completed, unless the parties agree follow-on work.

7. A follow-on Assignment does not arise automatically.

8. The Client may terminate an Assignment before completion to the extent permitted by law.

9. In the event of early termination, all work performed up to the termination date, external costs already committed, non-cancellable obligations, reasonable handover and completion work, and any agreed fee for reserved capacity or early termination remain payable.

10. BGenius may immediately suspend or terminate an Agreement if the Client materially breaches its obligations, payment remains structurally overdue, continued performance would conflict with laws or regulations, a substantial integrity or security risk arises, or, despite warning, the actual structure of the engagement creates an unacceptable risk of false self-employment.

1. BGenius is liable only for direct loss that is the direct result of an attributable failure by BGenius.

2. If the relevant loss is covered by BGenius's professional indemnity or business liability insurance, liability is limited to the amount actually paid by the insurer in the relevant case, plus the applicable deductible.

3. If no insurance payment is made, BGenius's total liability is limited to the amount excluding VAT paid by the Client for the relevant Assignment during the six months preceding the event giving rise to the loss, subject to an absolute maximum of EUR 25,000.

4. If the Assignment lasted less than six months, the amount paid for that Assignment applies, also subject to a maximum of EUR 25,000.

5. Related events are treated as a single event.

6. BGenius is not liable for indirect or consequential loss, including loss of profit, lost revenue, lost savings, loss of opportunities, business interruption, reputational damage, loss of goodwill or loss suffered by third parties.

7. BGenius is not liable for loss resulting from incorrect or incomplete information provided by the Client, acts or omissions of the Client or third parties, changes to Deliverables without BGenius's involvement, use outside the agreed purpose, insufficient human review of AI output, decisions independently made by the Client, or failures and changes in Third-Party Services over which BGenius has no reasonable control.

8. Deliverables are in principle intended exclusively for the Client and the agreed use. BGenius accepts no liability towards third parties that rely on a Deliverable without a separate written agreement.

9. The Client shall indemnify BGenius against third-party claims arising because the Client has provided Deliverables to third parties outside the agreed purpose, except to the extent the claim directly results from an attributable failure by BGenius.

10. Limitations of liability do not apply if and to the extent the loss was caused by wilful misconduct or deliberate recklessness by BGenius and such limitation is not permitted by law.

11. A claim must be reported in writing, with reasons, as soon as possible after the Client becomes aware of the loss.

12. Any legal claim for damages expires twelve months after the Client became aware, or could reasonably have become aware, of the loss and of BGenius as a potentially liable party, unless mandatory law provides otherwise.

1. BGenius is not obliged to perform for as long as performance is impossible or unreasonably burdensome as a result of circumstances outside its reasonable control.

2. Depending on the circumstances, these may include failures of internet or energy supplies, outages of cloud, AI or software providers, cyber incidents, government measures, war, terrorism, civil disruption, epidemics, natural disasters and failure of essential infrastructure.

3. Obligations are suspended for the duration of the force majeure event.

4. If the situation continues for more than sixty days, either party may terminate the unperformed part of the Agreement without liability for damages arising from that termination.

5. Work already performed remains payable.

1. BGenius is not required to retain project files indefinitely.

2. BGenius may delete files once they are no longer reasonably required for the Services, administration, statutory obligations or evidentiary purposes.

3. The Client is responsible for retaining Deliverables finally provided to it.

4. Additional migration, handover and export work after termination may be invoiced separately.

1. BGenius may engage third parties and specialists in performing an Assignment.

2. BGenius remains responsible for work performed by such third parties directly under BGenius's responsibility, unless otherwise agreed.

3. If the Client contracts directly with an external supplier, BGenius is not responsible for any failure by that supplier.

4. The Client may not assign rights or obligations under an Agreement without BGenius's prior written consent, except where mandatory law provides otherwise.

1. Information on the BGenius website is general and informational in nature unless expressly stated otherwise.

2. Publications, articles, examples, analyses, models and other website information do not constitute personal or specific professional advice.

3. Merely visiting the website does not create an agreement for services or advisory relationship.

4. BGenius uses reasonable care in compiling website information but does not guarantee that all information will at all times be complete, current or suitable for every situation.

5. Use of general website information for business or other decisions is at the user's own responsibility.

1. BGenius may amend these General Terms and Conditions.

2. Amended terms apply to new Agreements from the published effective date.

3. For ongoing Agreements, amendments apply only if agreed or if their application is reasonable and the Client has been given sufficient opportunity in advance to take notice of the amendment.

1. All legal relationships between BGenius and the Client are governed exclusively by Dutch law.

2. The parties shall first attempt to resolve any dispute through consultation.

3. If no resolution is reached, the dispute shall be submitted to the court having jurisdiction under Dutch law.

4. To the extent a choice of forum may validly be made, the competent court in the judicial district in which BGenius is established shall have jurisdiction.

These General Terms and Conditions are drafted for business services in the fields of project control, business control, process improvement, consultancy, advice, coaching, AI and automation. The provisions concerning independence and the Dutch Deregulation Assessment of Employment Relationships Act (Wet DBA) are intended to support genuinely independent performance in practice, but cannot determine the legal classification of a working relationship solely on paper. The actual manner in which the parties work together remains decisive.

Recommended: before using these General Terms and Conditions, the DBA Annex and a specific agreement for services on a structural basis, have them reviewed once by a Dutch lawyer or tax adviser familiar with BGenius's actual business operations, insurance arrangements and engagement models.