Terms of Service

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1. Fresh Kiwi

Fresh Kiwi B.V., Dorpsweg 82, 1697 KD Schellinkhout, Nederland. Chamber of Commerce 73320250. VAT NL859459032B01. Email info@freshkiwi.nl. Phone +31 6 42710575.

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2. Application

These terms apply to all business quotations, proposals, engagements, agreements and services supplied by Fresh Kiwi. Deviations apply only when agreed in writing. Customer terms do not apply unless expressly accepted by Fresh Kiwi in writing. A signed agreement or specific proposal takes precedence where it conflicts with these terms.

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3. Formation and scope

An agreement is formed when the customer accepts a proposal or engagement in writing, or when Fresh Kiwi starts performance with the customer’s approval. Scope, deliverables, planning, assumptions, price and success criteria are defined in the proposal, order confirmation or statement of work. Work outside scope may be quoted or charged as additional work after alignment.

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4. Services

Fresh Kiwi provides services including AI Opportunity Audits, advisory, workshops, pilots, automations, integrations, AI capabilities, implementation, monitoring and managed services. Fresh Kiwi performs engagements with due professional care. Unless an explicit written outcome guarantee is agreed, the services are provided on a best-efforts basis.

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5. Customer responsibilities

• Provide accurate and complete information, access and cooperation in time.
• Ensure supplied data, systems, documents and instructions may lawfully be used.
• Make process owners, IT, security, privacy or other relevant stakeholders available when needed.
• Review outputs, decisions and implementations before they are used in processes with material consequences.
• Maintain appropriate backups, access controls and internal controls for systems not managed by Fresh Kiwi.

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6. AI-specific principles

AI systems may produce probabilistic or incorrect output. Fresh Kiwi designs evaluation, logging, human oversight and other controls where appropriate, but cannot guarantee that AI output will always be complete, error-free or suitable for a particular decision. The customer remains responsible for decisions made on the basis of outputs unless agreed otherwise in writing. Fresh Kiwi will not intentionally design uncontrolled AI to make decisions independently where human review is legally required or necessary because of the risk profile.

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7. Third-party services

Solutions may depend on third-party cloud, AI, SaaS, data or integration services. Their availability, functionality, pricing, licence terms and policies may change. Fresh Kiwi is not responsible for outages or changes by third parties outside its reasonable control. Third-party charges are included only when expressly stated in the proposal.

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8. Fees and payment

Prices exclude VAT and other taxes unless stated otherwise. Invoices are due within 14 days of the invoice date unless another term is agreed in writing. Following late payment, Fresh Kiwi may suspend performance after notice and may charge statutory commercial interest and reasonable collection costs.

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9. Planning and dependencies

Timelines are based on assumptions and dependencies known at the time. Delays caused by missing access, information, decisions or cooperation from the customer or third parties may move the schedule and may result in additional work.

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10. Intellectual property

Each party retains rights in materials, methods, software, models, templates, know-how and other works it owned before the engagement. Unless agreed otherwise, Fresh Kiwi retains rights in generic methods, frameworks, reusable components, prompts, evaluation patterns, software modules and know-how that are not specific to a single customer. After full payment, the customer receives a right to use customer-specific deliverables for the agreed purposes. Customer data and source materials remain the property of the customer or relevant rights holder.

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11. Confidentiality

Each party will protect the other party’s confidential information and use it only for the agreement. This does not apply to information that was demonstrably public, lawfully obtained from a third party, independently developed, or required to be disclosed by law or a competent authority.

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12. Personal data and security

Where Fresh Kiwi processes personal data on behalf of a customer, the parties will enter into additional processing terms where required. Fresh Kiwi applies appropriate technical and organisational measures proportionate to the nature and risks of the engagement. The customer remains responsible for its own legal obligations, data classification and access policies.

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13. Changes and additional work

Changes in scope, volumes, integrations, security requirements, compliance requirements or other assumptions may affect fees and timing. Fresh Kiwi will raise material changes and align them before proceeding.

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14. Suspension and termination

Either party may terminate where the other party materially breaches the agreement and fails to remedy that breach within a reasonable written cure period. Fresh Kiwi may suspend performance for serious payment delay, unsafe or unlawful instructions, or persistent lack of required cooperation. Work already performed, commitments already made and due third-party costs remain payable.

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15. Liability

Fresh Kiwi is liable only for direct loss caused by an attributable breach. Liability for indirect or consequential loss, lost profit, lost savings, loss of goodwill or loss of data is excluded to the extent permitted by law. Total liability per event is limited to the amount paid under the applicable liability insurance plus the deductible. If no insurance payment is made, liability is limited to the fees paid by the customer in the preceding twelve months for the part of the engagement to which the loss relates. These limitations do not apply where limitation is prohibited by mandatory law, including intent or deliberate recklessness by Fresh Kiwi management.

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16. Force majeure

Neither party is liable for delay or non-performance caused by circumstances beyond its reasonable control, including prolonged outages at essential suppliers, network or cloud failures, government measures, natural disasters, war or comparable events. Obligations are suspended for the duration and extent reasonably required by the event.

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17. References

Fresh Kiwi will use a customer name, logo, results or case-study content as a reference only with the customer’s permission or where separately agreed.

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18. Governing law and disputes

Dutch law applies. The parties will first try to resolve disputes in good faith. If that does not succeed, disputes will be submitted to the competent court in the Netherlands, unless mandatory law provides otherwise.

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19. Changes to these terms

Fresh Kiwi may update these terms for future engagements. The version in force when a current engagement was entered into continues to apply unless the parties agree otherwise in writing.