General terms and conditions

This is an English translation of the Dutch Algemene voorwaarden. If the two texts differ, the Dutch text prevails.

These terms apply to everything Kovicta B.V. does for clients, from the first discovery call to running the platform, and to the use of this website. We send them with every proposal. You can also save or print them here.

1. Definitions

In these terms:

1.1Kovicta: Kovicta B.V., established in Mijdrecht and registered with the Dutch Chamber of Commerce (KvK) under number 42195911.
1.2Client: the company or organisation that enters into a contract with Kovicta, or is discussing one with Kovicta.
1.3Proposal: Kovicta’s written offer for a scoping, or for building and running the platform, describing the work, the price, the monthly fee and the schedule.
1.4Contract: any agreement between Kovicta and the client, including the accepted proposal, these terms and the data processing agreement.
1.5Platform: the dashboards, reports, assistants, connections and underlying software that Kovicta designs, builds and hosts for the client.
1.6Scoping: the period in which Kovicta examines the client’s data and systems and produces a design and a proposal for the build.
1.7Build: designing and building the platform as the proposal describes it, for one fixed price.
1.8Phase: a part of the platform that Kovicta delivers and puts into use separately, if the proposal provides for delivery in phases.
1.9Run phase: hosting, monitoring, backing up, maintaining and improving the platform for a monthly fee, from the first delivery.
1.10Extension: work on the platform after the build that does not fall within the change hours, with its own proposal and fixed price. What these terms say about the build applies to an extension, except the reduced monthly fee of article 9.2.
1.11Source systems: the systems, databases, files and documents of the client or its suppliers that the platform reads from.
1.12Client data: the data and documents the platform reads from the source systems or that the client gives to Kovicta, and the data the platform derives from them.
1.13Assistant: a part of the platform that uses a language model to answer questions based on client data.
1.14Current rates: the hourly rate and the other rates in the proposal or, if the proposal names none, the rates Kovicta applies at that time and states to the client in advance.
1.15In writing: on paper, by email or with an electronic signature.

2. Application

2.1These terms apply to all proposals by Kovicta, to all contracts between Kovicta and the client, and to the use of this website.
2.2Kovicta works only for companies and organisations, not for consumers.
2.3Purchasing or other terms of the client do not apply. Kovicta expressly rejects their applicability.
2.4If documents conflict, this order applies: first the proposal, then the data processing agreement as far as the processing of personal data is concerned, then these terms. Liability is governed by article 17, even where the data processing agreement says otherwise and even where it is the client’s, unless the proposal expressly deviates from it.
2.5A deviation from these terms only applies if it was agreed in writing, and only to the contract for which it was agreed.
2.6If a provision is invalid or is annulled, the other provisions continue to apply. The parties then replace it with a valid provision that comes as close as possible to its intent.
2.7These terms exist in Dutch and in English. If the texts differ, the Dutch text prevails.

3. Discovery call, proposals and formation of the contract

3.1The discovery call is free and without obligation. What Kovicta says in it about feasibility, scope, schedule or cost is a first estimate, not an offer.
3.2A proposal is valid for 30 days, unless it states a different period. Obvious errors or mistakes in a proposal do not bind Kovicta.
3.3A contract is formed as soon as the client accepts a proposal in writing, or as soon as Kovicta starts the work with the client’s consent.
3.4The scoping is a separate contract. After a scoping the client is not obliged to accept the proposal for the build. If the client accepts that proposal, it applies to the whole build and to running the platform afterwards. Kovicta only starts the build once its scope and price have been agreed in writing.

4. Performance

4.1Kovicta performs the work to the best of its knowledge and ability and in line with good professional practice. Kovicta makes every reasonable effort to achieve the agreed result, but only guarantees a specific result if the proposal expressly promises that result and describes it precisely.
4.2Kovicta reads from the source systems and does not write to them. Kovicta only requests the read permissions the platform needs, and records for each connection which data it reads.
4.3Kovicta hosts the platform, the backups and the logs on servers in the European Union.
4.4Periods and dates are estimated as accurately as possible, but are not strict deadlines. If a period threatens to be exceeded, Kovicta reports this as soon as possible, with a new schedule. Kovicta is only in default after the client has given Kovicta written notice of default and a reasonable period in which to perform.
4.5Kovicta may engage third parties to perform the work, such as a hosting provider or the provider of a language model, and selects them with care. Third parties that process personal data are named in the subprocessor list that comes with the data processing agreement.

5. Client cooperation

5.1The client gives Kovicta, in time, the access, data, documents and decisions the work requires, and appoints one or two contact persons who are available for the design and for feedback and can take decisions on its behalf.
5.2The client warrants that it may give Kovicta access to the source systems, and that the platform reading those systems is permitted under the terms of their suppliers.
5.3If a source system has no connection, Kovicta may contact its supplier on the client’s behalf to agree a connection or export. If that supplier charges for it, the costs are for the client, unless the proposal says otherwise. Kovicta consults the client before such costs are incurred.
5.4The client remains responsible for the accuracy and completeness of the client data and for the definitions it approves, such as how margin or revenue is calculated.
5.5The client decides who may see which pages, entities and rows, and is responsible for its users’ use of the platform.
5.6If the client does not meet these obligations, or not in time, Kovicta may adjust the schedule and charge the extra time this takes at its current rates, after telling the client in advance.

6. Scoping

6.1During the scoping Kovicta examines the client’s data and systems and agrees the pages, reports and assistants with the client. The client receives the scoping output: an assessment of the data, a page plan, a clickable design and a proposal for building and running the platform, with a fixed price and a monthly fee.
6.2Once it has paid, the client may use the documents and the design in the scoping output, and have others use them, without time limit. This also applies if the client does not continue with Kovicta. Source code and components that Kovicta also uses for others are not included.
6.3The proposal for the build is based on what Kovicta established about the data and systems during the scoping, and states the assumptions on which the price and the schedule rest. If during the build a source system or the data turns out to differ materially from those assumptions, Kovicta reports this in writing, with the consequences for scope, schedule and price. If the parties do not reach agreement within 14 days of that report, either party may end the build in writing for the part not yet delivered. If the client ends the build, article 15.2 applies. If Kovicta ends the build, the client pays for the work done up to that point, calculated as in article 15.2 but without the minimum of the first instalment, and Kovicta repays whatever the client paid in excess.

7. Build and delivery

7.1Kovicta delivers the platform in one go, or in phases if the proposal provides for this. The proposal states in advance the fixed price, the planned delivery date of the platform or of each phase, and a description of what will be delivered.
7.2During the build, Kovicta lets the client test the work on its own data, in the test rounds the proposal names, usually one or two per phase, so the client can steer in time. What the client sees in a test round is not finished and is not meant for daily work.
7.3After the platform or a phase is delivered, the client has 10 working days to check whether the delivery matches what was agreed. If the client does not reject it in writing and with reasons within that period, it counts as accepted. If the client puts a delivered part to use in its daily work, that part counts as accepted. An accepted phase is not assessed again when a later phase is delivered, except insofar as the later phase changes it.
7.4The client may only reject a delivery for errors that materially prevent the use of a part, and describes them so that Kovicta can verify them. Minor errors are no reason to reject. Kovicta fixes them as part of running the platform.
7.5After the reported errors have been fixed, the client re-checks only the fixed parts, within 5 working days. If the client does not reject them in writing and with reasons within that period, the delivery counts as accepted.

8. Changes and additional work

8.1If the client wants something different or more than agreed during the build, Kovicta states in writing in advance what that means for price and schedule, and only makes the change once the client has agreed to it in writing. Kovicta is not obliged to carry out a request for additional work.
8.2The full monthly fee includes a fixed number of hours per month for changes, as stated in the proposal (the change hours). Hours not used in a month lapse.
8.3A change falls within the change hours if it uses data that is already connected, adjusts something that already exists, such as a filter, column, split, recipient or alert, and takes no more than one working day. A new source, a new page, report or assistant, or a change that takes more work becomes an extension with its own proposal and fixed price, or is quoted in advance. If a month’s change hours have been used, a change waits for the next month or Kovicta quotes the extra work in advance.
8.4For every request, Kovicta states in writing in advance whether it falls within the change hours, will be quoted or becomes an extension. Kovicta only starts quoted work or an extension once the client has agreed to it in writing.

9. Run phase and support

9.1The run phase and the monthly fee start at the first delivery, even if it covers only part of the platform. Until the whole platform has been accepted, the reduced monthly fee of article 9.2 applies, and after that the full monthly fee from the proposal. For part of a month, Kovicta charges the monthly fee pro rata.
9.2The reduced monthly fee is stated in the proposal. If the proposal does not state one, it is half the full monthly fee. It covers what article 9.3 lists for what has already been delivered, except the change hours. For the assistants, the token bundle the proposal sets for the build applies, or otherwise the smallest bundle in the proposal, together with article 11.6. If the client stops the build, postpones a next delivery, or the build falls more than 30 days behind the schedule in the proposal because of the client, the full monthly fee applies from the following month, or the monthly fee the proposal sets for that case.
9.3The monthly fee covers hosting, monitoring, backups, security updates, fixing errors, keeping connections working when a supplier updates its system, the change hours of article 8.2 and the tokens of article 11.6.
9.4Kovicta makes every reasonable effort to keep the platform available without interruption, but cannot guarantee that it always works without disruptions or errors. Kovicta schedules maintenance that interrupts use outside office hours where possible, and announces it in advance. Commitments on availability and resolution times only apply if they are in the proposal or in a separate service level agreement.
9.5Kovicta responds to the client’s reports and questions within one working day.
9.6Not covered by the monthly fee: rebuilding a connection because the client replaces a source system, or because a supplier ends an interface, moves to a new version of it or changes how it signs in, and fixing errors caused by incorrect client data or by actions of the client or of third parties, other than a supplier updating its system. Kovicta fixes these after consulting the client, within the change hours where they fit and otherwise at its current rates.
9.7Kovicta may improve the platform’s technology and replace components, for example to keep security up to standard, as long as the agreed functions are not materially reduced.
9.8Kovicta may block access to the platform or to an assistant immediately if this is needed to stop a security risk or misuse, such as use contrary to article 10.5. Kovicta informs the client of this immediately and lifts the block as soon as the risk is gone.

10. Assistants and language models

10.1An assistant answers questions with a language model and is set up to cite, with every answer, the source it is based on. Kovicta makes clear in the platform that such an answer was produced by a language model.
10.2A language model can be wrong, even when it cites a source. The client makes sure its users check an answer against its source before basing an important decision on it. Figures in dashboards and reports are not calculated by a language model.
10.3Kovicta chooses the language model together with the client and only uses providers that do not use client data to train their models, and records this with the provider. Unless the parties agree otherwise, Kovicta uses the models of Anthropic. Anthropic processes the data an assistant sends it, such as a question and the client data needed to answer it, in the United States, under Anthropic’s data processing agreement and the European Commission’s standard contractual clauses. If the client chooses a self-hosted model, the additional costs are stated in the proposal.
10.4The client can have an assistant switched off at any time. Dashboards and reports keep working.
10.5The client does not use the assistants for applications that the European AI Act classifies as high-risk, such as decisions on recruiting, assessing or dismissing employees, or on the creditworthiness of individuals, unless the parties have agreed otherwise in writing in advance.

11. Prices and payment

11.1All prices are in euros and exclude VAT.
11.2The price of a scoping or of the build is fixed once the proposal is accepted. It only changes if the scope changes under article 8 or article 6.3.
11.3Kovicta invoices the scoping in two instalments, at the start and on delivery, split as set out in the proposal. Kovicta invoices the fixed price of the build half on acceptance of the proposal and half on delivery of the whole platform, unless the proposal sets a different split. If the build falls more than 30 days behind schedule because of the client, Kovicta may invoice the work done up to that point, calculated as in article 15.2, insofar as it exceeds the first half. Kovicta invoices the monthly fee monthly in advance.
11.4The monthly fee is fixed as stated in the proposal. It only changes from the reduced to the full monthly fee under articles 9.1 and 9.2, through the indexation of article 11.11, through a supplier’s price increase under article 11.12, if the parties agree a different monthly fee with an extension, if the number of users grows under article 11.5, or if the client moves to another token bundle under article 11.7.
11.5The monthly fee is based on the number of users stated in the proposal. A user is a person with their own account on the platform. In each calendar month the highest number counts. If the number of users exceeds the number in the proposal, Kovicta notifies the client in writing. From the month after that notice, the monthly fee is the one the proposal sets for the new number or, if the proposal sets none, the fee Kovicta proposes in the notice at the rates it applies at that time. If the client brings the number of users back to the number in the proposal within 30 days of the notice, the monthly fee stays the same.
11.6If the platform has assistants, the monthly fee includes a fixed number of tokens per month for them, as stated in the proposal. Tokens are the units in which a language model counts the text an assistant processes. Tokens not used in a month lapse. Once a month’s tokens are used up, the assistants answer no more questions until the next month begins. Dashboards and reports keep working.
11.7The client may move to a larger token bundle from the proposal at any time or, if the proposal names none, to a bundle Kovicta offers at the rates it applies at that time. A larger bundle and its higher monthly fee apply from the month in which the client moves. Moving back to a smaller bundle is possible from the next month, but never below the bundle agreed in the proposal.
11.8The client pays within 30 days of the invoice date. The client raises any objection to an invoice in writing within that period. An objection does not suspend payment of the undisputed part.
11.9If the client does not pay on time, it owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) without a reminder being required. If Kovicta has to have the claim collected, the client also pays the extrajudicial collection costs, calculated according to the Dutch Decree on compensation for extrajudicial collection costs.
11.10If an invoice is still unpaid 14 days after a written reminder, Kovicta may suspend the work and, after at least 5 working days’ written notice, block access to the platform until payment is made. The payment obligation remains. Kovicta does not delete client data during a suspension.
11.11Kovicta may adjust the monthly fee and the rates each year on 1 January by the rise in the consumer price index (CPI) of Statistics Netherlands (CBS) over the previous year, unless the proposal says otherwise.
11.12If the hosting provider or the provider of the language model raises its prices, or replaces a model with a more expensive one, Kovicta may raise the monthly fee by that demonstrable cost increase. Kovicta announces this in writing at least 30 days in advance, with an explanation.

12. Intellectual property

12.1All intellectual property rights in the platform, the software, the connections and the designs belong to Kovicta or its licensors, including where they were made specifically for the client. These rights only transfer if the parties agree to this in a deed signed by both.
12.2For the duration of the run phase, the client has a non-exclusive, non-transferable right to use the platform within its own organisation. Group companies named in the proposal count as part of its own organisation. The client may give more users access than the proposal states, and the monthly fee then changes under article 11.5. The right of use is conditional on the client paying the invoices for the platform.
12.3The client retains the rights in the client data and in material it gives to Kovicta, such as logos and documents. The client grants Kovicta the right to use these to the extent needed to perform the contract.
12.4Article 6.2 governs the scoping output.
12.5Kovicta may use the knowledge, experience and techniques gained in the work, and components that are not specific to the client, for others as well, without using client data or the client’s confidential information.
12.6The platform may contain third-party open-source software. The licences of that software apply to it.

13. Client data, privacy and security

13.1Kovicta uses client data only to perform the contract. Kovicta does not sell client data, does not share it with others for their own purposes, and does not use it to train language models.
13.2For personal data in the client data, the client is the controller and Kovicta the processor. The parties conclude a data processing agreement as Article 28 GDPR requires: Kovicta’s, or the client’s if the parties so agree. Articles 2.4 and 17 apply in that case too.
13.3Kovicta takes appropriate technical and organisational measures to secure client data. The data processing agreement describes these measures.
13.4If Kovicta establishes a security breach through which client data has been lost, altered, or accessed or exposed to access by unauthorised persons, Kovicta informs the client without undue delay and no later than 24 hours after establishing the breach, with what is known at that moment. Kovicta adds to this information as more becomes known, so the client can meet its own notification obligations.
13.5During the contract the client can export client data in common file formats at any time. If Kovicta makes the export at the client’s request, this falls within the change hours, or Kovicta quotes it in advance if they have been used up.

14. Confidentiality

14.1Each party keeps the other’s confidential information secret and uses it only for the contract. Confidential information includes in any case the client data and any information the recipient understands, or should understand, to be confidential, such as the description of the security measures and the prices in a proposal.
14.2This does not apply to information that is public without breach of this obligation, that the recipient already lawfully had, or that the recipient must disclose by law or court order.
14.3Confidentiality applies until 3 years after the end of the contract, and for client data without an end date.
14.4Kovicta only names the client as a reference or in a case study if the client has agreed to this in writing.

15. Term and termination

15.1A scoping ends with the acceptance of the scoping output, the build with the acceptance of the whole platform.
15.2If the client stops during a scoping or during the build, it pays for the work done up to that point, and at least the first instalment of article 11.3. Kovicta counts that work by the hours spent at its current rates, up to the fixed price. For the phases already in use, the run phase continues under article 9.2.
15.3The run phase has a minimum term of twelve months from the full monthly fee, unless the proposal names a different term, and then continues for an indefinite period. The client can terminate the run phase in writing at the end of a calendar month, with three months’ notice. During the build, this is only possible if the client also stops the build. Kovicta can terminate with six months’ notice, so the client has time to move. Termination does not take effect before the end of a minimum term.
15.4Either party may dissolve the contract in writing with immediate effect if the other party is declared bankrupt or granted a suspension of payments, or if it fails to perform a material obligation after having been given written notice of default and at least 30 days to remedy the failure.
15.5What Kovicta has done before the end and may charge for remains payable and does not have to be undone.
15.6Provisions that by their nature continue after the end, such as those on intellectual property, confidentiality, liability and the end of the relationship, remain in force.

16. After the end

16.1When the run phase ends, Kovicta stops hosting and delivers the client data once, free of charge, in common file formats such as CSV. If the client wants the data in another form, or help with a migration, Kovicta provides this at its current rates.
16.2Within 30 days of the end, Kovicta deletes the client data, including from backups, unless the law requires Kovicta to keep it longer. On request Kovicta confirms the deletion in writing.
16.3The software of the platform remains Kovicta’s and is not transferred to the client after the end, unless the parties have agreed to this in writing.

17. Liability

17.1Kovicta is only liable for direct damage resulting from an attributable failure by Kovicta to perform the contract. Direct damage means exclusively: the reasonable costs of making Kovicta’s performance conform to the contract, the reasonable costs of restoring client data from the last backup Kovicta had to make under the contract, the reasonable costs of establishing the cause and extent of the damage, and the reasonable costs of preventing or limiting damage.
17.2Kovicta is not liable for indirect damage, such as consequential damage, lost profit, missed savings, loss of or damage to data (except the restoring costs of article 17.1), damage from business interruption, and damage from decisions based on figures or answers from the platform. Nor is Kovicta liable for damage caused by client data, or definitions approved by the client, being incorrect or incomplete.
17.3Kovicta’s liability per event is limited to the amount, excluding VAT, that became payable by the client to Kovicta under the contract concerned in the twelve months before the event that caused the damage. Related events count as one event.
17.4These limitations do not apply if the damage results from intent or deliberate recklessness of Kovicta’s management, nor to damage from death or bodily injury.
17.5Liability only arises if the client promptly gives Kovicta written notice of default, with a reasonable period to remedy the failure, and Kovicta still fails after that period. The client describes the failure as precisely as possible.
17.6A claim for damages lapses if the client has not reported it to Kovicta in writing within twelve months after it knew, or could reasonably have known, of the damage.
17.7The client indemnifies Kovicta against claims by third parties, such as suppliers of source systems, arising from access to systems or data that the client was not entitled to give, or from use of the platform contrary to these terms.
17.8Kovicta’s employees and the third parties Kovicta engages may also rely on this article.

18. Force majeure

18.1Kovicta is not liable if it cannot perform an obligation due to force majeure. Force majeure includes a disruption or failure at a supplier such as a hosting or model provider, a disruption of internet or power supply, a change or disruption in a source system or at its supplier, a cyberattack despite appropriate security, and a government measure.
18.2If the force majeure lasts longer than 60 days, either party may dissolve the contract in writing. The client pays proportionally for what Kovicta has done up to that point.

19. Changes to these terms

19.1Kovicta may change these terms. A change applies to existing contracts 30 days after Kovicta has announced it in writing. If the change is materially to the client’s disadvantage, the client may terminate the run phase as of the date the change takes effect.
19.2A change to these terms does not change the price or scope of a scoping or build already under way.

20. Use of this website

20.1The information on this website has been compiled with care, but it is general and not an offer. The companies and figures in the example screens are made up, except where a page names a real client. Even then, the figures are examples. No rights can be derived from the website.
20.2The texts, design, images and logo on this website belong to Kovicta or to their rights holders, and may only be reproduced with Kovicta’s permission.
20.3Logos and names of the systems the platform reads from are trademarks of their owners. They appear on this website to show which systems Kovicta connects to, and do not mean that their owners endorse or partner with Kovicta.
20.4How Kovicta processes personal data on this website is set out in the privacy statement.

21. Transfer

21.1Kovicta may transfer the contract with all its rights and obligations to a company that continues Kovicta’s work, for example in a sale or reorganisation, provided the arrangements on client data, hosting and confidentiality remain the same. By these terms the client already consents to this. Kovicta announces the transfer in writing in advance.
21.2The client may only transfer the contract if Kovicta agrees to this in writing.

22. Governing law and disputes

22.1These terms and all contracts with Kovicta are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
22.2The parties first try to resolve a dispute by consultation. If that does not succeed within 30 days after a party has reported the dispute in writing, either party may submit it to the District Court of Midden-Nederland (rechtbank Midden-Nederland). Summary proceedings or debt collection proceedings may be started earlier.

Company details

Questions about these terms can be sent to info@kovicta.com.

Name: Kovicta B.V.
Address: Nijverheidsweg 23E, 3641 RP Mijdrecht, the Netherlands
Chamber of Commerce (KvK): 42195911
VAT number: NL870132234B01
Email: info@kovicta.com