General Terms and Conditions of Sunfeld

1.1. Sunfeld (Contractor / Opdrachtnemer): the software company trading under the name Sunfeld (sole proprietorship / eenmanszaak under the laws of the Netherlands), established at The Netherlands (registered in the Trade Register under KVK 42207098; correspondence via jur@sunfeld.nl), incorporated and registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) on 29 October 2026 (2026-10-29) under number 42207098 (VAT ID: Pending assignment by the Dutch Tax Administration (not yet active)), user of these General Terms and Conditions and contractor.

1.2. Client (Opdrachtgever): any natural person acting in the course of a profession or business, or any legal entity or partnership, that enters into an Agreement with Sunfeld or to whom Sunfeld issues a quote or proposal.

1.3. Agreement (Overeenkomst): any contract for services (overeenkomst van opdracht within the meaning of Article 7:400 et seq. of the Dutch Civil Code), SaaS or software license agreement, Statement of Work (SOW), sprint specification, accepted proposal, or Care Plan subscription between Sunfeld and Client.

1.4. Services: all software engineering and software publishing activities performed by software company Sunfeld for Client, including but not limited to: designing, programming, testing, publishing, licensing, and maintaining software, web applications, SaaS products (such as Duality), autonomous or semi-autonomous AI software agents, API integrations, workflow automations, and associated hosting and maintenance services (Care Plans).

1.5. Deliverables: all specific software work products, source code, software modules, configurations, designs, documentation, and technical reports developed and delivered by Sunfeld specifically for Client under the Agreement.

1.6. Background IP (Achtergrond-IE): all intellectual property rights, standard software, SaaS platforms (including Duality and Mission Control), libraries, reusable code components, AI agent architectures, orchestration frameworks, system prompts, evaluation rubrics, design systems, templates, methodologies, and know-how that belonged to Sunfeld prior to entering into the Agreement or that are developed by Sunfeld independently of Client's confidential trade secrets.

1.7. In Writing / Written (Schriftelijk): communication by letter, email (including to or from jur@sunfeld.nl), electronically signed document, or through a digital project or proposal portal used by both parties (such as https://sunfeld.nl/start), provided the sender's identity and message integrity are sufficiently established.

2.1. Trade Name: Sunfeld.

2.2. Legal Form & Business Category: Sole Proprietorship (Eenmanszaak) under Dutch law — Software company — software engineering, SaaS & AI products (including Duality) (SBI 62100 (Computer programming activities) · SBI 58290 (Other software publishing)).

2.3. Registered Address: The Netherlands (registered in the Trade Register under KVK 42207098; correspondence via jur@sunfeld.nl).

2.4. Contact Details: Website https://sunfeld.nl — Direct Email: jur@sunfeld.nl — Electronic Intake Form: https://sunfeld.nl/start.

2.5. Chamber of Commerce & VAT: Incorporated and registered on 29 October 2026 (2026-10-29) with the Netherlands Chamber of Commerce (KVK The Hague (KVK Den Haag)) under KVK number 42207098 and VAT identification number (btw-id): Pending assignment by the Dutch Tax Administration (not yet active). The KVK registration number and VAT identification number are published on https://sunfeld.nl/legal and stated on every formal proposal, order confirmation, and invoice.

3.1. These General Terms and Conditions apply to all offers, quotes, cost estimates, software deliveries, SaaS licenses, work, Agreements, follow-up engagements, additional work (meerwerk), and Care Plans between Sunfeld and Client.

3.2. Deviations from or additions to these General Terms and Conditions are valid only if and insofar as expressly agreed In Writing between the parties. In the event of any conflict between provisions in a specific Written Agreement (or accepted quote/SOW) and these General Terms and Conditions, the provisions of the specific Written Agreement shall prevail.

3.3. The applicability of any purchasing or other general terms and conditions of Client is expressly rejected by Sunfeld (uitdrukkelijk van de hand gewezen), even if Client refers to such terms in its own correspondence, forms, or purchase orders.

3.4. If one or more provisions of these General Terms and Conditions are at any time wholly or partially void or annulled, the remaining provisions shall remain in full force and effect. The parties shall then consult to agree on replacement provisions that preserve the purpose and economic intent of the original provisions as closely as possible.

4.1. All quotes, proposals, and cost estimates issued by Sunfeld are non-binding (vrijblijvend) and valid for fourteen (14) calendar days from their date of issue, unless expressly stated otherwise in the quote.

4.2. An Agreement is formed at the moment when: (a) Client accepts the quote or Agreement In Writing or electronically (including clicking an acceptance / order button in the proposal portal on sunfeld.nl or paying the agreed deposit via iDEAL or bank transfer); or (b) Sunfeld commences actual performance of the Services following a Written or oral request by Client.

4.3. All prices and rates stated in quotes and on the website are denominated in euros (EUR) and are exclusive of 21% Dutch value-added tax (VAT / btw) and any other governmental levies, as well as exclusive of pre-agreed third-party pass-through costs (such as external API credits, software licenses, domain registrations, or cloud infrastructure in Client's name), unless expressly stated otherwise.

4.4. A composite price quotation does not oblige Sunfeld to perform a portion of the assignment for a corresponding fraction of the quoted price. Sunfeld cannot be held to its quotes if Client can reasonably understand that the quote contains an obvious mistake or clerical error.

5.1. Sunfeld shall perform the Agreement to the best of its knowledge and ability and in accordance with high software engineering standards on a best-efforts basis (inspanningsverplichting under Article 7:400 of the Dutch Civil Code), unless and insofar as a strictly defined result obligation (resultaatsverplichting) has been expressly agreed In Writing.

5.2. Exclusion of Employment Relationship (Wet DBA): The parties expressly intend NOT to enter into an employment contract within the meaning of Article 7:610 et seq. of the Dutch Civil Code, nor any deemed employment relationship (fictieve dienstbetrekking). Sunfeld performs the Services strictly as an independent software company in the course of its own business in compliance with the Dutch Deregulation of Assessment of Employment Relationships Act (Wet DBA).

5.3. No Authority or Subordination (Geen gezagsverhouding): There is no relationship of authority or subordination between Client and Sunfeld. While Client may specify the intended functional outcome or specifications of the Deliverables, Sunfeld retains complete professional autonomy and independence regarding the software architecture, methodology, working hours, tooling, and location from which the Services are performed.

5.4. Right of Substitution and Subcontracting (Vrije vervanging): Sunfeld is entitled, at its own discretion, to have the Services performed wholly or partially by qualified third parties, subcontractors, or substitute specialists, while remaining responsible for maintaining quality and confidentiality obligations toward Client.

5.5. Sunfeld uses its own business equipment, hardware, development environments, and software infrastructure, and operates independently in the market for multiple clients. Stated delivery or turnaround times (such as a 72-hour sprint or multi-week schedule) are target estimates (streeftermijnen) and never strict legal deadlines (fatale termijnen), unless expressly agreed otherwise In Writing.

6.1. Client shall ensure that all data, specifications, content, domain/cloud authorizations, and system access credentials that Sunfeld indicates are necessary for the proper performance of the Agreement are made available to Sunfeld in a timely manner and in the requested format.

6.2. Secure Credential Handling: Wherever access to Client's systems, accounts, servers, or API keys is required, passwords and secret keys shall be shared exclusively via the encrypted password vault designated by Sunfeld (Proton Pass) or an authorized token-exchange mechanism, and never in plaintext via regular email or chat messages.

6.3. If data or credentials required for the performance of the Agreement are not provided to Sunfeld on time, Sunfeld has the right to suspend performance of the Agreement and any target delivery dates shall be automatically extended by the duration of the delay.

6.4. If during the execution of the Agreement it becomes apparent that modifying or expanding the agreed scope is necessary or desirable (additional work / meerwerk), the parties shall adjust the Agreement in timely mutual consultation. Additional work shall only be executed after Client has given Written approval for the modified scope and the corresponding fixed surcharge or Sunfeld's applicable hourly rate.

7.1. Sunfeld applies a structured quality and approval procedure (`Two-OKs` Approval Procedure) to all software deliveries, production releases, and external mutations: (a) First OK (Internal Verification by Sunfeld): Before offering a Deliverable to Client for acceptance or executing an external mutation/publication, Sunfeld performs automated and human engineering quality checks on an isolated staging or preview environment; (b) Second OK (Acceptance by Client): Following internal verification, Sunfeld makes the Deliverable available to Client for inspection and acceptance testing, accompanied by a notice of delivery. Without human two-step confirmation (`Two-OKs`), autonomous software agents do not execute irreversible external publications or mutations on Client production systems.

7.2. Client shall inspect and test the delivered Deliverables within five (5) business days after the notice of delivery to verify conformity with the Written specifications.

7.3. The Deliverables shall be deemed fully and unconditionally accepted if: (a) Client approves the Deliverables In Writing within the five (5) business-day period; (b) Client does not report demonstrable, reproducible deviations from the Written specifications in a reasoned Written notice within five (5) business days after delivery (deemed / tacit acceptance); or (c) Client puts the Deliverables (or any part thereof) into actual production or commercial use prior to the expiry of the acceptance period.

7.4. Minor defects (such as minor cosmetic deviations that do not materially impede the intended business use of the software) shall not prevent acceptance or invoicing. Sunfeld shall remedy such minor defects free of charge within a reasonable timeframe. If Client reports a material deviation in a reasoned Written notice within five (5) business days, Sunfeld shall remedy the defect free of charge within a reasonable period.

7.5. Insofar as the Agreement covers hosted software or SaaS products provided by Sunfeld (including Duality or managed software loops under a Care Plan), Sunfeld uses commercially reasonable efforts to ensure high availability and timely security updates, while retaining the right to perform scheduled maintenance.

8.1. Depending on the nature of the Agreement, invoicing takes place as follows: (a) for fixed-price software assignments / sprints: in accordance with the payment schedule specified in the quote (standardly 50% deposit upon order confirmation and 50% upon delivery, or 100% upfront for rapid sprints and standard software products, unless stated otherwise); (b) for monthly SaaS subscriptions / Care Plans: monthly in advance; (c) for time-and-materials or milestone engagements: monthly in arrears or immediately upon achieving the agreed milestone.

8.2. Payment of invoices must be made within fourteen (14) calendar days of the invoice date to the business bank account designated by Sunfeld on the invoice (Stated on invoice) or via the provided payment link (such as via bunq / iDEAL), in euros, without any right of discount, withholding, set-off (verrekening), or suspension (opschorting) by Client.

8.3. Invoices are issued electronically (in PDF format and/or structured electronic format) via email. Any objections to the amount of an invoice must be submitted to Sunfeld In Writing with substantiated reasons within seven (7) calendar days of the invoice date; such objection never suspends the payment obligation for the undisputed portion.

8.4. If Client fails to pay within the fourteen (14) calendar-day payment term, Client is in default by operation of law (van rechtswege in verzuim) without any prior notice of default being required. From the due date, Client owes statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code (wettelijke handelsrente), plus extrajudicial collection costs fixed at 15% of the outstanding principal sum with a minimum of €150.00 (exclusive of VAT). In the event of late payment, Sunfeld is entitled, after prior notice, to suspend further performance of the Services as well as access to unpaid staging, preview, or SaaS environments.

9.1. Conditional Transfer of Custom Deliverables Upon Full Payment: Unless stipulated otherwise in the Agreement, Sunfeld transfers the copyrights and other intellectual property rights in the custom Deliverables developed specifically and exclusively for Client to Client, strictly subject to the condition precedent (opschortende voorwaarde) that Client has paid all amounts owed to Sunfeld under the Agreement (principal sum, any additional work, interest, and costs) in full. Until full payment has been received, Client acquires only a revocable, non-exclusive, and non-transferable right to test the Deliverables internally.

9.2. Retention of Background IP & Proprietary Software Products: All intellectual property rights in Background IP — expressly including Sunfeld's proprietary SaaS products (such as Duality and Mission Control), generic software libraries, UI components, AI agent architectures, orchestration frameworks, prompt templates, evaluation scripts, developer tooling, and general know-how — remain at all times the sole and exclusive property of Sunfeld.

9.3. License to Background IP & SaaS Subscriptions: To the extent that Sunfeld's Background IP is embedded in the custom Deliverables supplied to Client and is necessary for the normal business use thereof, Sunfeld grants Client — subject to the condition precedent of full payment — a perpetual, worldwide, non-exclusive, and non-transferable license to use such Background IP solely as part of the relevant Deliverables. For subscribed SaaS products (such as Duality) or monthly Care Plan software loops, Client receives a non-exclusive, non-transferable right of use for the duration of the active subscription in accordance with the agreed subscription tier.

9.4. Open-Source and Indemnification: If the Deliverables incorporate open-source software or third-party components, the relevant open-source or third-party license terms apply to those components. Client indemnifies Sunfeld against any third-party claims relating to intellectual property rights in materials, texts, images, or datasets supplied by Client. Sunfeld remains free to use general technical knowledge and engineering insights gained during the Agreement for other clients and its own software products, provided no confidential trade secrets of Client are disclosed.

10.1. Probabilistic Nature of AI Models: Client acknowledges and accepts that software components utilizing generative artificial intelligence, Large Language Models (LLMs), vision/speech models, or statistical prediction models operate probabilistically by nature. Although Sunfeld engineers deterministic validation rules, guardrails, and automated test suites to minimize error rates, Sunfeld cannot warrant that the output of an AI model will be 100% error-free, complete, or free of so-called 'hallucinations' in every instance.

10.2. Human-in-the-Loop Verification by Client: Client remains solely responsible at all times for the commercial, financial, legal, and operational decisions made on the basis of AI-generated proposals, calculations, cut lists (zaaglijsten), texts, code, or analyses. Wherever AI output is used for business-critical, financial, medical, legal, or physical fabrication/production processes, Client must ensure appropriate human final verification prior to execution.

10.3. Dependency on External APIs and Platforms: To the extent that the operation of the Deliverables depends on APIs, AI models, cloud infrastructure, or telecommunications services provided by third parties (such as OpenAI, Anthropic, Google Cloud/Vertex AI, ElevenLabs, Meta/WhatsApp, bunq, or hosting providers), Sunfeld is not liable for price changes, API breaking changes, rate limits, outages, or discontinuation of services by such third parties.

10.4. EU AI Act Transparency & Human Oversight (Regulation (EU) 2024/1689): Sunfeld engineers and supplies AI-assisted software systems in compliance with Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act), specifically Article 4 (AI literacy) and Article 50 (transparency obligations for providers and deployers of certain AI systems). Whenever a natural person interacts directly with an AI system (such as the interactive online intake at sunfeld.nl/start or an automated conversational or drafting assistant), clear prior disclosure is provided that the user is interacting with an AI system. Sunfeld does not develop or deploy prohibited AI practices (Article 5 EU AI Act). Where Client deploys a Deliverable in a regulated or high-risk context (Article 6 and Annex III EU AI Act), Client as deployer remains responsible for statutory conformity, logging, and human-oversight obligations within its organization, supported by Sunfeld's technical documentation and Two-OKs human approval gate.

11.1. Both parties are bound to strict confidentiality regarding all confidential information obtained from each other or from another source within the framework of the Agreement. Information is considered confidential if communicated as such by a party or if confidentiality arises from the nature of the information (including source code, security credentials, customer lists, pricing arrangements, and internal business processes).

11.2. The confidentiality obligation does not apply to information that: (a) was or becomes publicly available without breach of this confidentiality obligation; (b) was demonstrably already lawfully in the possession of the receiving party; (c) was independently developed by the receiving party without use of the confidential information; or (d) must be disclosed pursuant to a statutory obligation or binding court/regulatory order.

11.3. The obligations under this Article remain in force during the term of the Agreement and for three (3) years following its termination.

12.1. The parties shall process personal data in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679, GDPR / AVG) and applicable data protection laws. Where Sunfeld acts as an independent data controller, Sunfeld's Privacy Statement (https://sunfeld.nl/privacy) and Cookie Policy (https://sunfeld.nl/cookies) apply.

12.2. Data Processor Relationship (Article 28 GDPR): To the extent that Sunfeld processes personal data on behalf of Client during the performance of the Agreement, whereby Client acts as data controller and Sunfeld acts as data processor (verwerker), the following Article 28 GDPR processor provisions apply directly (unless the parties have executed a separate Data Processing Agreement):

12.3. Article 28 GDPR Processor Clauses: (a) Sunfeld processes the personal data solely on the basis of documented instructions from Client and solely for the performance of the Agreement; (b) Sunfeld implements appropriate technical and organizational security measures in accordance with Article 32 GDPR (including TLS encryption in transit, encrypted secret storage, and strict access controls); (c) Sunfeld is authorized to engage sub-processors (such as certified EU/EEA cloud and datacenter providers in the Netherlands (Amsterdam region, European Economic Area), Proton AG under the Swiss Adequacy Decision, or processors covered by the EU-U.S. Data Privacy Framework / Standard Contractual Clauses) and imposes equivalent data protection obligations on such sub-processors; (d) Sunfeld shall notify Client without undue delay after becoming aware of a personal data breach; (e) Upon termination of the Agreement, Sunfeld shall, at Client's choice, delete or return all personal data processed on behalf of Client, unless statutory law requires retention.

12.4. Client warrants that it has a valid legal basis to process the relevant personal data and to provide it to Sunfeld for processing, and indemnifies Sunfeld against any claims by data subjects or supervisory authorities resulting from the absence of a lawful basis on the part of Client.

13.1. Sunfeld's liability for an attributable failure (toerekenbare tekortkoming) in the performance of the Agreement, in tort, or on any other legal ground whatsoever, is strictly limited to compensation for direct damages in accordance with this Article.

13.2. Exclusion of Indirect and Consequential Damages: Sunfeld is never liable for indirect or consequential damages, which in all cases includes: lost profits, missed savings, reduced goodwill, business interruption losses, damages resulting from claims by Client's customers, loss or corruption of data, or damages resulting from decisions taken by Client on the basis of AI-generated output.

13.3. Cap on Direct Damages (1x Invoice Value / 3 Months' Fees): Sunfeld's total, cumulative liability for direct damages per event (whereby a series of connected events counts as a single event) and per calendar year is limited to a maximum of the fee (exclusive of VAT) actually paid by Client to Sunfeld for the specific assignment in question (or, in the case of a continuing agreement / SaaS subscription / Care Plan: the fees paid over the last three (3) months preceding the damage-causing event).

13.4. A condition for any right to compensation is always that Client first gives Sunfeld Written notice of default (ingebrekestelling) granting a reasonable cure period of at least fourteen (14) calendar days, and reports the damage In Writing to Sunfeld within thirty (30) days of discovery.

13.5. Limitation Period & Willful Misconduct: Any claim for damages against Sunfeld expires by the mere lapse of twelve (12) months after the claim arises, unless Client has instituted legal proceedings before the competent court prior to the expiry of that period. The limitations of liability in this Article lapse only if and insofar as the damage is the direct result of willful misconduct (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Sunfeld itself.

14.1. Sunfeld is not obliged to fulfill any obligation toward Client if prevented from doing so as a result of a circumstance not attributable to its fault and not for its account by law, legal act, or generally accepted standards (force majeure / overmacht, Article 6:75 Dutch Civil Code).

14.2. Force majeure in these General Terms and Conditions includes, in addition to statutory and judicial definitions: outages or failures of the internet, telecommunications infrastructure, DNS services, data centers, third-party cloud or AI model providers, power failures, cyberattacks (such as DDoS or ransomware not caused by Sunfeld's fault), illness or incapacity of Sunfeld's principal, pandemics, and governmental measures.

14.3. During the period that force majeure continues, Sunfeld's obligations are suspended. If this period lasts longer than sixty (60) consecutive calendar days, either party is entitled to terminate the Agreement In Writing without any obligation to pay damages to the other party. Work already performed under the Agreement shall be settled proportionally.

15.1. An Agreement for a specific project assignment or sprint ends by operation of law upon completed delivery and full payment of the agreed Deliverables. A continuing Agreement for a fixed or indefinite term (such as a SaaS license, monthly Care Plan, or maintenance subscription) may be terminated In Writing by either party as of the end of a calendar month subject to a notice period of one (1) month, unless agreed otherwise In Writing.

15.2. Either party is entitled to terminate (ontbinden) the Agreement wholly or partially with immediate effect In Writing if: (a) the other party commits a material breach of its obligations under the Agreement and fails to remedy such breach within fourteen (14) calendar days after receiving Written notice of default; or (b) the other party is granted a moratorium of payments, files for or is declared bankrupt, or liquidates or ceases its business operations.

15.3. In the event of early termination, work already performed and phases already delivered are not subject to refund, and work performed up to the effective date of termination shall be invoiced pro rata. Provisions intended by their nature to survive termination (including Articles 8, 9, 11, 12, 13, and 16) shall remain in full force and effect.

16.1. All offers, quotes, Agreements, and legal relationships to which Sunfeld is a party are governed exclusively by the laws of the Netherlands (Nederlands recht), even if an obligation is performed wholly or partially abroad. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.

16.2. In the event of any dispute, the parties shall first endeavor for at least fourteen (14) calendar days to resolve the dispute in good-faith mutual consultation.

16.3. All disputes arising out of or in connection with an Agreement or these General Terms and Conditions that cannot be resolved in mutual consultation shall be submitted exclusively to the competent court of the District Court of The Hague (Rechtbank Den Haag), unless mandatory statutory rules designate another court.