General terms and conditions NEXXCEO
Version 1.1 — draft · Date: September 14, 2026 · This is a translation of the Dutch original. In case of any discrepancy, the Dutch version prevails.
1. Parties and details
Trading name: NEXXCEO
Legal entity: GW Group B.V.
Chamber of Commerce (KvK): 87600307
VAT: NL864343954B01
Registered address: Vuursche 100, 3452 JV Vleuten
Email: info@nexxceo.com
Website: nexxceo.com
These terms and conditions are primarily intended for business clients. If mandatory consumer law applies, that law shall prevail.
2. Definitions
NEXXCEO: the contracting party mentioned above.
Client: the business customer contracting with NEXXCEO.
Services: consultancy, AI scan, AI Business Operations, automation, AI agents, dashboards, implementation, training, management, optimization, and support.
Third-Party Service: software, API, cloud platform, AI model, hosting, data source, or connector from a third party.
Third-Party Service with Independent Account: a Third-Party Service where the Client themselves is the contracting party with the third party (own account, own login details) and NEXXCEO solely configures, advises, or integrates, without having access to or storage of the underlying personal data other than temporarily and for functional necessity.
Sub-processor/Infrastructure Partner: a third party engaged by NEXXCEO (such as a hosting, database, or cloud platform) that processes personal data on behalf of NEXXCEO, for the benefit of the Client, within the scope of a Service.
Output: texts, analyses, code, images, workflows, reports, or other results generated by NEXXCEO or using AI.
Client Data: all information, files, and personal data provided or made available by the Client.
Agreement: quotation, order confirmation, subscription, SLA, or other written agreement.
3. Applicability and precedence
These terms and conditions apply to all offers and agreements of NEXXCEO, unless otherwise agreed in writing. In the event of a conflict, the order of precedence is: (1) individual agreement, (2) SLA, (3) data processing agreement/data addendum, (4) these terms and conditions. The Client's terms and conditions are expressly rejected, unless accepted in writing. If any provision is invalid, the remaining provisions will remain in full force; the parties will replace it with a valid provision that matches the original intent as closely as possible.
4. Quotes and formation
Quotes are non-binding unless a validity period is specified. Obvious errors do not bind NEXXCEO. The agreement is formed upon written or electronic acceptance, signing, payment when intended as acceptance, or the commencement of work with the Client's consent. Demos, examples, and prototypes are illustrative unless agreed upon in writing as specifications. Changes in scope, integrations, data sources, users, or security requirements may alter the price and schedule.
5. Execution
NEXXCEO executes the assignment professionally and to the best of its knowledge and ability. Unless expressly agreed otherwise, the obligation is a best-efforts obligation. Deadlines are indicative unless agreed in writing as a firm deadline. NEXXCEO may engage employees, freelancers, partners, and other auxiliary persons. NEXXCEO may make reasonable technical or organizational changes for security, continuity, compatibility, or legal compliance, without significantly affecting the core of the service.
6. Client Responsibility
The Client shall provide complete and accurate information, access, accounts, files, and decisions in a timely manner. The Client guarantees the legality, origin, and accuracy of Client Data, as well as the rights to make this data available to NEXXCEO and third-party services. The Client shall verify Output before use in external communication, financial, personnel, legal, medical, or other materially important decisions. The Client is responsible for backups unless backup management is explicitly included. The Client shall not use the services for unlawful, fraudulent, harmful, or unauthorized purposes. In the event of insufficient cooperation, NEXXCEO may suspend performance; reasonable additional costs and delays may be charged to the Client.
7. AI, automation, and AI agents
AI systems operate probabilistically. Output may be incorrect, incomplete, outdated, non-unique, or unsuitable. NEXXCEO does not guarantee that AI output is error-free, always available, or yields a specific business result. AI output does not constitute independent legal, tax, financial, medical, or other professional advice unless expressly agreed otherwise and appropriate expertise is deployed for that purpose. Changes in AI models, APIs, limits, pricing, filters, policies, and the availability of third-party services may fall outside the influence of NEXXCEO. For AI agents, the agreement determines which actions may be automated and where human approval is required. The Client remains responsible for the suitability of the AI application within their own process and for appropriate human oversight. Where appropriate, NEXXCEO pays close attention to transparency, human oversight, data minimization, security, and applicable AI regulations.
8. Third-party services and software
In executing the Services, and depending on the nature of the Service, NEXXCEO uses (a) Third-Party Services where the Client holds their own account, and/or (b) Subprocessors who process personal data on behalf of NEXXCEO. The applicable model is specified in the quote, order confirmation, or the service overview associated with the agreement. For Third-Party Services with the Client's own account, the Client directly enters into the applicable terms and, if relevant, a data processing agreement with that third party. In this case, NEXXCEO is not a party to, and is not liable for, the processing of personal data by that third party. When Subprocessors are engaged, NEXXCEO is not liable for disruptions, changes, termination, price changes, or security incidents at that Subprocessor, except to the extent that these are the direct result of a attributable failure of NEXXCEO itself in selecting, instructing, or contracting that Subprocessor. Third-party license, API, hosting, model, and transaction fees are the responsibility of the Client if agreed upon or necessary for the service.
9. GDPR and privacy
The parties shall comply with applicable privacy legislation, including the GDPR. For each Service, one of the following divisions of roles applies, as specified in the quotation or the service overview: (a) Facilitation (Client's own account holder status). The Client is the data controller and, where applicable, also the processor towards the relevant Third-Party Service. NEXXCEO does not act as a processor and does not process any personal data of the Client other than incidentally and as functionally necessary for the configuration or consultancy assignment. (b) Own platform (Sub-processors). Where NEXXCEO processes the Client's personal data through its own infrastructure or engaged Sub-processors, NEXXCEO acts as a processor. For these Services, the parties shall enter into a separate data processing agreement prior to the start of the processing, which in any case sets out the engaged Sub-processors, the nature and duration of the processing, security measures, and notification obligations in the event of incidents. These general terms and conditions do not in themselves constitute a data processing agreement. The Client has the right to object to the use of a new Sub-processor, subject to a reasonable period as further defined in the data processing agreement. The Client shall ensure a valid legal basis, transparency, and authority to provide personal data. Special categories of personal data, criminal data, passwords, API keys, and other highly sensitive data must not be entered into external AI systems without appropriate assessment, configuration, and instruction. Transfers outside the EEA shall only take place with a valid legal basis and appropriate safeguards. Security measures shall be tailored to the risk and service. Absolute digital security cannot be guaranteed. The parties shall cooperate reasonably in the event of security incidents and any statutory notifications. Upon termination, personal data will be handled in accordance with the agreement, data processing agreement, and statutory retention obligations.
10. Information Security
The parties shall implement appropriate technical and organizational security measures. The Client manages its own users, passwords, MFA, devices, and authorizations unless this is part of the service. NEXXCEO may temporarily restrict access in the event of a reasonable suspicion of abuse, fraud, incidents, or a serious security risk. The Client shall report suspected incidents as quickly as possible.
11. Confidentiality
Parties shall treat confidential information as confidential and use it solely for the agreement. Exceptions apply to information that is public, was already lawfully known, was independently developed, or must be disclosed by law. NEXXCEO may share confidential information with employees and auxiliary persons to the extent necessary and appropriately protected. The confidentiality obligation remains in force after termination for as long as the nature of the information justifies it.
12. Intellectual property
Rights to NEXXCEO methodologies, frameworks, templates, prompts, generic workflows, scripts, software components, documentation, and know-how remain with NEXXCEO or its licensors. Upon full payment, the Client receives a non-exclusive right of use for the agreed Output for its own business operations, unless otherwise agreed in writing. Full transfer of intellectual property requires an explicit written agreement. Open-source and third-party software remain subject to their respective licenses. NEXXCEO retains the right to use general knowledge, experience, and improvements that cannot be traced back to the Client.
13. Cases and references
NEXXCEO does not use the Client's name, logo, results, or project information as a public case study or reference without prior consent, unless such use is already explicitly permitted publicly.
14. Prices and payment
Prices are exclusive of VAT and statutory levies unless otherwise stated. Invoices must be paid within the specified period; if no period is specified, 14 days applies. In the event of default, NEXXCEO may charge statutory commercial interest and reasonable collection costs to the extent permitted by law. Price changes for subscriptions are only possible in accordance with the agreement and applicable law. The Client may not set off or suspend payments except where mandatory law permits this. NEXXCEO may, in the event of late payment and after the required notice of default, suspend work or non-critical access.
15. Subscriptions
Duration, price, invoicing, usage limits, and notice period are specified in the agreement. An indefinite subscription can be terminated with the agreed notice period; in the absence thereof, a notice period of one month applies to business clients. Unused hours or credits expire if this has been clearly agreed upon in advance. Out-of-scope work will be invoiced separately.
16. Additional Work
Extra integrations, migrations, users, recovery work, meetings, security requirements, or other out-of-scope activities are considered additional work. NEXXCEO will inform you in advance of the expected impact whenever reasonably possible. In the event of urgent security or continuity measures, NEXXCEO is authorized to act if delay could cause damage or serious risk.
17. Delivery and defects
An agreed acceptance procedure is leading. In the absence of a procedure, the Client will assess a delivery within 10 Business Days and report specific defects in writing. NEXXCEO will be given a reasonable opportunity to rectify the defect. A deviation in a third-party service or AI model does not automatically constitute a defect by NEXXCEO. Minor deviations that do not significantly affect the agreed use do not justify termination or compensation.
18. Liability
Liability exists solely for direct damage that is the direct result of an attributable breach, to the extent permitted by law. The total liability per event or related series of events is limited to the amount paid for the relevant agreement in the preceding 12 months, with an absolute maximum of the insurance payout plus any applicable deductible. For agreements shorter than 12 months, the maximum is the amount paid during the term. To the extent permitted by law, NEXXCEO is not liable for consequential damage, lost profit, loss of turnover, missed savings, damage to reputation, business interruption, loss or corruption of data, or third-party claims. To the extent that damage arises directly from a failure of a Third-Party Service with its own account holding or from a Subprocessor, NEXXCEO is not liable for this, unless there is an attributable breach on the part of NEXXCEO in the selection, instruction, or contracting of that party. The limitation does not apply to the extent that mandatory law prohibits exclusion, including intent or deliberate recklessness of the management, to the extent legally relevant.
19. Indemnification
To the extent permitted by law, the Client shall indemnify and hold NEXXCEO harmless against any third-party claims arising from provided data/content, unlawful use, missing rights or legal bases, or decisions based on Output without appropriate verification. The Client shall also indemnify and hold NEXXCEO harmless against claims and fines resulting from the lack of a valid legal basis for the personal data provided by the Client, or from the use of Third-Party Services under their own account ownership where the Client itself acts as the data controller. This indemnification is without prejudice to NEXXCEO's own legal responsibility as a processor for Services under Art. 9(b). This indemnification does not apply to damages caused solely by an attributable failure on the part of NEXXCEO.
20. Force Majeure
Neither party is obliged to fulfill any obligation if prevented from doing so by force majeure. For NEXXCEO, this includes but is not limited to: outages of internet, cloud, hosting, APIs, or AI models; cyber incidents despite appropriate security measures; government measures; war; pandemics; labor disputes; illness of key personnel; and other circumstances beyond reasonable control. Payment obligations for services already delivered shall remain in effect.
21. Suspension and termination
Termination for default is permitted after written notice of default and a reasonable period to cure, unless immediate termination is legally or contractually justified. NEXXCEO may suspend or terminate immediately in the event of serious payment difficulties, insolvency, fraud, abuse, or a serious security/compliance risk. Fees for work already performed and costs incurred remain payable. Provisions that by their nature are intended to survive, including payment, confidentiality, IP, and liability, shall remain in effect.
22. Data export and exit
Upon termination, the Client may, to the extent technically and reasonably possible and if covered by the agreement, obtain their own data in an agreed export format. Migration, conversion, transfer, and exit support constitute additional work unless explicitly included. NEXXCEO is not required to transfer its own intellectual property, internal prompts, security configurations, generic frameworks, or source code unless agreed upon in writing.
23. Complaints
Complaints must be reported in writing with a clear description as soon as possible, and preferably within 10 Working Days of discovery. NEXXCEO shall be given a reasonable opportunity to investigate the complaint and, where appropriate, resolve it.
24. Changes to terms and conditions
NEXXCEO may amend terms and conditions for future assignments. For ongoing business agreements, changes only apply if the agreement or the law permits. A significantly detrimental change will not be implemented unilaterally unless there is a contractual or legal basis for doing so.
25. Electronic communication
Parties may communicate electronically and conclude agreements electronically. Electronic records and emails shall, subject to proof to the contrary, serve as proof of the recorded agreements and transactions.
26. Governing Law and Jurisdiction
The agreement is governed exclusively by Dutch law. The Vienna Sales Convention (CISG) is excluded. The parties will first attempt to resolve disputes through mutual consultation. Disputes will be submitted to the competent court in the district where NEXXCEO has its registered office, unless mandatory law dictates otherwise.
27. Final Provisions
The failure to exercise a right does not constitute a waiver of that right. The Client may not transfer the agreement without consent, unless mandatory law dictates otherwise. NEXXCEO may transfer rights and obligations to a group company or legal successor when continuity is reasonably guaranteed. The Dutch text is leading.