Terms & conditions
Terms & conditions
These terms apply to all quotations, proposals, assignments and agreements between WinSphere and its clients, and to the Introduction (article 17). Version of 18 October 2026 (last updated 18 October 2026). The previous version dated from 23 July 2026. This is a translation; in case of any difference, the Dutch version prevails.
These terms are used by WinSphere Dynamics, the sole proprietorship of Rafael Matabadal, trading under the name WinSphere, registered with the Dutch Chamber of Commerce under number 93325614, VAT number NL005014102B77, established in The Hague (company details: winsphere.ai/en/bedrijfsgegevens).
1. Definitions
In these terms and conditions, the following definitions apply: WinSphere: WinSphere Dynamics, the sole proprietorship of Rafael Matabadal, trading under the name WinSphere, registered with the Dutch Chamber of Commerce under number 93325614, VAT number NL005014102B77, established in The Hague (company details: winsphere.ai/en/bedrijfsgegevens); the user of these terms. Client: the natural person or legal entity that enters into an agreement with WinSphere or submits a request to do so. Assignment: the work to be performed by WinSphere in the field of AI, automation and data systems. Agreement: any arrangement between WinSphere and the client for the provision of services. In writing: also by email or via another electronic channel.
2. Applicability
These terms apply to all quotations, offers, assignments and agreements under which WinSphere provides services. Deviations apply only if agreed in writing. Any purchasing or other terms of the client are expressly rejected. If any provision of these terms proves void or voidable, the remaining provisions remain in full force.
These terms are made available to the client before or upon conclusion of the agreement and can be downloaded and saved via winsphere.ai/en/algemene-voorwaarden. WinSphere attaches these terms, together with the privacy policy and the AI Act policy, as standard annexes to every order confirmation. The client confirms receipt of these annexes upon signing the order confirmation. By agreeing to a quotation or order confirmation that refers to these terms, the client accepts their applicability.
3. Quotations and proposals
3.1 A quotation or proposal from WinSphere is binding for the validity period stated in it or, if none is stated, for thirty days. If WinSphere wishes to issue a proposal without obligation, the proposal says so expressly; the proposal is then without obligation as a whole. The price stated in the proposal is a fixed price for the work described in the proposal (the scope) and the definition of done included in it.
3.2 Prices are exclusive of VAT, unless stated otherwise. WinSphere cannot be held to a quotation or proposal if the client could reasonably understand that it contained an obvious mistake or clerical error.
3.3 Changes or additions to the scope are additional work (article 8). WinSphere warns the client in writing, before the additional work starts, about the consequences for price and delivery date. Without the client's written approval, WinSphere does not perform the additional work, except where postponement is not reasonably possible (article 8).
3.4 Promises about the price, deadline and scope of an assignment are set out in the proposal or the order confirmation. For the Introduction, the commitments in article 17 apply.
4. Performance of the assignment
WinSphere performs the assignment to the best of its insight and ability, on the basis of a best-efforts obligation, unless a result has been explicitly promised. WinSphere determines the manner in which the assignment is performed. WinSphere may engage third parties in the performance, with due observance of the agreements on confidentiality and data protection.
5. Cooperation and data supplied by the client
The client ensures that all data, access and resources WinSphere needs are available on time and in the desired form. The client guarantees the accuracy and completeness of the data supplied. If the client fails to cooperate, or fails to do so on time, WinSphere may suspend performance and charge the resulting additional costs.
6. Prices and payment
Unless agreed otherwise, services are invoiced on the basis of a fixed amount per assignment or per agreed period. Invoices must be paid within fourteen days of the invoice date, unless agreed otherwise in writing. In the event of late payment, the client is in default by operation of law and WinSphere may charge statutory (commercial) interest and reasonable collection costs. WinSphere may suspend its work as long as outstanding invoices remain unpaid.
7. Delivery and deadlines
7.1 Deadlines that WinSphere mentions outside a proposal are indicative. A delivery date in a proposal is an agreed date, but not a strict deadline, unless the proposal expressly says so. If it is exceeded, the client gives WinSphere written notice of default and offers a reasonable period to still perform.
7.2 The delivery date moves by the length of any delay resulting from (a) late or incomplete delivery of data, access or decisions by the client, (b) changes or additional work, (c) force majeure (article 14), or (d) delay at third parties on which the client depends. Delay at third parties engaged by WinSphere itself falls under article 14 insofar as there is force majeure. WinSphere reports this in writing within five working days after it notices it, with the reason and a new date.
7.3 The work is delivered as soon as the definition of done stated in the proposal has been met. A delivered result is deemed accepted if the client has not made written and substantiated comments within a reasonable period after delivery.
8. Changes and additional work
If during performance it appears that the assignment needs to be adjusted or extended, the parties will consult on the consequences for planning and price. Work that falls outside the originally agreed assignment is considered additional work and invoiced separately. WinSphere only performs additional work after the client's approval, except where postponement is not reasonably possible. An incorrect estimate by WinSphere is not additional work. Urgent work without approval is only charged if it was strictly necessary to prevent damage and WinSphere informed the client about it immediately.
9. Intellectual property
This article applies to assignments. For the Introduction, the rules of article 17.5 apply.
All intellectual property rights in works developed or delivered by WinSphere, including workflows, code, configurations, documentation and concepts, remain with WinSphere, unless agreed otherwise in writing. After full payment, the client obtains a right of use for the agreed purpose. The client is not permitted to reproduce delivered works or make them available to third parties without permission, except for its own internal use. Insofar as third-party AI models are used in performing the assignment, any rights in the underlying models remain with the relevant model provider. Output generated with an AI system specifically for the client falls under the right of use described in this article. WinSphere may use anonymised or aggregated data to improve its own services, unless agreed otherwise in writing. This does not apply to data from the Introduction (article 17.6).
10. Confidentiality
The parties treat all confidential information they receive from each other as confidential and use it solely for the performance of the agreement. Confidential information includes, among other things, business data, customer data, technical data and strategic information. This obligation remains in force after the end of the agreement.
11. Processing of personal data
Insofar as WinSphere processes personal data in performing the assignment, this is done in accordance with applicable legislation, including the General Data Protection Regulation. Where WinSphere acts as a processor, the parties record the arrangements in a data processing agreement. See our Privacy Policy for more information. The client warrants that the personal data it provides to WinSphere or has processed in the context of the assignment has been obtained lawfully and that an adequate legal basis exists for its processing, including, where required, valid consent from the data subject(s). The client indemnifies WinSphere against claims from third parties or supervisory authorities related to the absence of an adequate legal basis for the data supplied by the client.
12. AI Act, human oversight and transparency
Insofar as WinSphere develops, configures or delivers AI systems in the context of the assignment, the client is regarded as the deployer within the meaning of the EU AI Act (Regulation (EU) 2024/1689) for the use of the delivered system within its own organisation, unless the parties have expressly agreed otherwise in writing. WinSphere does not act as a provider within the meaning of the AI Act, unless this has been agreed in writing for a specific assignment, or unless WinSphere is designated as such under Article 25 of the AI Act (for example in the event of a substantial modification of an existing high-risk system under its own name). The client is itself responsible for assessing whether a delivered AI system qualifies as a high-risk AI system within the meaning of Annex III to the AI Act, including in particular systems for the recruitment, selection or assessment of natural persons (Annex III, point 4), and for complying with the resulting obligations, including Article 26 of the AI Act. WinSphere provides on request the technical information about the delivered system relevant to this assessment. The client ensures adequate human oversight of AI systems delivered by WinSphere in accordance with Article 14 of the AI Act, in particular for systems used for decisions that may affect natural persons. WinSphere delivers the system with technical capabilities for human control and intervention; the design and execution of that oversight within the client's organisation is and remains the client's responsibility. The client is responsible for informing its own end users, candidates or other data subjects about the use of AI in processes in which they are involved, including the obligations under Article 50 of the AI Act and Articles 13 and 14 of the GDPR. The client indemnifies WinSphere against third-party claims arising from failure to fully comply with this information obligation.
13. Liability
WinSphere's liability for damage suffered by the client due to an attributable failure in the performance of the assignment is limited to a maximum of three times (3x) the fee agreed for the relevant assignment. For an assignment with a fixed price, this is three times the full fixed price, even if not everything has been invoiced yet. For ongoing agreements, the cap is three times the amount invoiced in the twelve months before the event that caused the damage. The caps of this article and of article 17.9 do not add up. For the Introduction, article 17.9 applies. WinSphere is never liable for indirect damage. Indirect damage includes in any event: consequential damage, lost profit, loss of goodwill, business interruption, and claims from the client's customers. These limitations do not apply in the event of intent or deliberate recklessness on the part of WinSphere or its managers, nor where the limitation would be unacceptable in the given circumstances according to standards of reasonableness and fairness (Article 6:248(2) of the Dutch Civil Code). WinSphere's liability for damage caused by auxiliary persons or third parties engaged by it is limited in the same way as WinSphere's own liability. A claim for damages must, on penalty of forfeiture, be submitted to WinSphere in writing and substantiated within twelve months after the client became aware, or could reasonably have been aware, of the damage and WinSphere's possible liability, without prejudice to the statutory limitation periods of Articles 3:307 and 3:310 of the Dutch Civil Code for claims that survive this forfeiture period.
14. Force majeure
WinSphere is not obliged to perform any obligation if it is prevented from doing so by force majeure within the meaning of Article 6:75 of the Dutch Civil Code. Force majeure includes, among other things, failures or outages of internet, telecommunications or energy, failures at suppliers, cloud or AI model providers, and other circumstances beyond WinSphere's control. During force majeure, obligations are suspended. If the force majeure lasts longer than thirty days, both parties may dissolve the agreement without any obligation to pay damages.
15. Term and termination
The agreement is entered into for the duration of the assignment or for the agreed period. Ongoing agreements may be terminated by either party in writing with due observance of a reasonable notice period, unless agreed otherwise. Work already performed and costs incurred are invoiced upon termination.
At the end of the agreement, WinSphere makes the client's data and configurations available in a common format on request and subsequently deletes the remaining copies under its management, subject to statutory retention obligations. The costs of an extensive export and transfer may be invoiced separately.
16. Governing law and disputes
All agreements between WinSphere and the client are governed by Dutch law. Disputes will, insofar as the law permits, be submitted to the competent court in the district where WinSphere is located. The parties will endeavour to resolve a dispute by mutual consultation first before submitting it to the court.
17. Introduction, plan and example step
17.1 WinSphere carries out the introductory call, the plan and the example step (together: the Introduction) without charge. The Introduction is free of charge; it does not lead to an agreement for building a system and does not oblige either party to a follow-up assignment.
17.2 These terms, the privacy policy and the AI Act policy apply to the Introduction. WinSphere sends them by email before the first step, as an attachment that can be saved. WinSphere only starts the example step after the client has confirmed by email that it has received and accepts the terms. For the Introduction, this article 17.2 replaces the confirmation upon signing the order confirmation in article 2. The last sentence of article 5, article 6 and the last sentence of the first paragraph of article 15 do not apply to the Introduction.
17.3 WinSphere carries out the Introduction on a best-efforts basis. It is not bound to a particular result: WinSphere aims for a working example step within one week after complete delivery, but does not guarantee the correctness of the plan, the functioning of the example step beyond the example, or any savings. The plan and the example step serve to assess whether a follow-up assignment makes sense.
17.4 Deadlines for the Introduction (such as within one week) start as soon as the client has fully delivered the required figures or the example, and are target deadlines. If one is exceeded, WinSphere reports this as soon as possible with a new date. WinSphere may refuse or end an Introduction if the example is unsuitable, is not fully delivered on time, does not concern manual work, or if capacity is full. WinSphere carries out at most three example steps per week, in order of complete delivery. Ending or refusing an Introduction involves no costs for the client.
17.5 The client may freely use the plan afterwards, including having it carried out by third parties. The rights to the methods, the tools and the underlying components remain with WinSphere. The example step (workflow, code, configuration) remains WinSphere's property and is shown to the client for assessment only, not for use in production or by third parties. A right of use for production only arises in an assignment under article 9.
17.6 The client retains all rights to its own data and documents. WinSphere uses them solely for the Introduction and not to improve its own services.
17.7 For the example step, the client provides a mock or anonymised example. Anonymised means that nobody in the example can be identified any more, not even with additional data; replacing names alone is not enough. The client only provides real personal data after the parties have concluded a data processing agreement in writing (email included). WinSphere does not accept data covered by professional secrecy or special categories of personal data (such as health data) in the Introduction; these can only be processed in an assignment, after a data processing agreement and written arrangements on professional secrecy and the legal basis. If WinSphere nevertheless receives such data, it deletes them without using them and informs the client. The client warrants that it is entitled to share the example and indemnifies WinSphere against third-party claims related to it.
17.8 The Introduction ends as soon as the client reports that it does not want to give an assignment or, if no message is received, fourteen days after WinSphere has delivered the plan. If no assignment follows, WinSphere deletes the example and anything derived from it within thirty days after the end of the Introduction, and confirms this in writing on request. Copies in backups, including those held by service providers engaged by WinSphere, expire on the regular schedule of those backups; WinSphere does not use them. If the client asks for the data to be returned before then, WinSphere returns the data first. The example is processed in WinSphere's systems; on request WinSphere reports in advance where they are located. Article 10 (confidentiality) applies to the example and the plan, even if no assignment follows.
17.9 WinSphere's liability for damage arising from the Introduction is limited to EUR 2,500 per Introduction. Article 13 on indirect damage and on intent or deliberate recklessness continues to apply.
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