Terms and Conditions

1.1 Contractor: ZeroCode Ventures, established in Parkstad, South Limburg, registered with the Chamber of Commerce under number 14096351, hereinafter “ZeroCode Ventures”.

1.2 Client: the natural or legal person entering into an agreement with ZeroCode Ventures.

1.3 Consumer: a client who is a natural person and does not act in the exercise of a profession or business (art. 6:230g Dutch Civil Code).

1.4 Business client: a client who acts in the exercise of a profession or business.

1.5 Service: the setup, configuration and maintenance of an AI employee (automated messaging system via WhatsApp or other channels) for the benefit of the Client.

1.6 AI employee: the digital assistant configured by ZeroCode Ventures that communicates on behalf of the Client.

1.7 Personal data: all data that can be traced to a natural person within the meaning of the GDPR.

1.8 Confidential information: all non-public information of a party, including business processes, client data, technical specifications and pricing agreements.

2.1 These general terms and conditions apply to all offers, quotations, agreements and services of ZeroCode Ventures.

2.2 Prior to concluding the agreement, these general terms and conditions are provided to the Client. In the case of electronic services, the terms are made available electronically so that the Client can store them for later reference (art. 6:234(2) Dutch Civil Code).

2.3 Deviations from these terms are only valid if agreed upon in writing.

2.4 The applicability of any purchase or other conditions of business clients is expressly rejected.

3.1 All offers and quotations from ZeroCode Ventures are non-binding and valid for 14 days, unless otherwise stated.

3.2 An agreement is concluded at the moment the Client accepts a quotation in writing (including email or WhatsApp).

3.3 ZeroCode Ventures reserves the right to refuse an assignment without stating reasons.

5.1 ZeroCode Ventures will perform the Service to the best of its knowledge and ability, in accordance with the requirements of good workmanship. The obligation constitutes a best-efforts obligation and expressly not a guarantee of results.

5.2 The AI employee is an automated system that generates responses based on artificial intelligence. ZeroCode Ventures does not guarantee that the responses given by the AI employee are always complete, correct or error-free.

5.3 The Client is responsible for checking and approving the information provided by the AI employee. The Client should regularly monitor the conversations of the AI employee.

5.4 ZeroCode Ventures depends on third-party services (including WhatsApp/Meta, AI model providers and cloud infrastructure). ZeroCode Ventures has no influence on the availability or policies of these services and is not liable for disruptions or changes by third parties.

5.5 ZeroCode Ventures strives for an availability of the AI employee of at least 95% per calendar month. Scheduled maintenance is announced at least 48 hours in advance and does not count as downtime.

5.6 The AI employee communicates with WhatsApp via an open-source library that uses the WhatsApp Web protocol (Baileys). This is not the official WhatsApp Business API. ZeroCode Ventures is not liable if Meta/WhatsApp restricts, blocks or terminates the account or protocol used. In that event, ZeroCode Ventures will make reasonable efforts to restore the account or migrate to an alternative, without guarantee of success.

6.1 The Client must provide all information necessary for the correct configuration of the AI employee in a timely manner.

6.2 The Client is responsible for the accuracy, completeness and reliability of the information provided.

6.3 Business clients are themselves responsible for compliance with the GDPR and other privacy legislation regarding the personal data of their own customers.

6.4 The Client is ultimately responsible for the lawful use of the AI employee, including informing end users that they are communicating with an AI-powered system.

7.1 ZeroCode Ventures is only liable for direct damage that is the direct result of a demonstrable attributable shortcoming, provided the Client has given ZeroCode Ventures written notice of default with a reasonable period of at least 14 days, and ZeroCode Ventures still fails to perform after that period.

7.2 The total liability of ZeroCode Ventures towards business clients is at all times limited to the amount paid in the three (3) months prior to the event causing the damage, with a maximum of €1,000.

7.3 For consumers, the statutory liability rules under Dutch consumer law apply. Limitations as referred to in article 7.2 do not apply to consumers insofar as the law does not permit this.

7.4 ZeroCode Ventures is never liable for indirect damage, consequential damage, loss of profit, reputational damage, incorrect or incomplete output from the AI employee, or decisions based on messages from the AI employee.

7.5 In the event of disputes with third parties arising from the Client’s use of the AI employee, the parties will resolve this in mutual consultation.

8.1 ZeroCode Ventures uses the Small Business Scheme (KOR) and therefore does not charge VAT. All stated prices are VAT-exempt.

8.2 ZeroCode Ventures charges a one-time setup fee and a monthly subscription fee, as specified in the quotation.

8.3 Payment must be made within 14 days of the invoice date, unless otherwise agreed.

8.4 In the event of late payment, the Client is in default. For business clients, ZeroCode Ventures is entitled to charge the statutory commercial interest rate. For consumers, the statutory interest rate applies.

8.5 In the event of late payment, ZeroCode Ventures may, after sending a reminder with a 7-day additional payment period, suspend services and charge an administrative fee of €15.

8.6 The monthly fee may be adjusted with at least 30 days’ notice by email. In the event of an increase of more than 10%, the Client may terminate the agreement as of the effective date of the increase.

9.1 The agreement is entered into for an indefinite period with a minimum term of three (3) months, unless otherwise agreed.

9.2 After the minimum term, the agreement may be terminated by either party in writing with a notice period of one (1) calendar month.

9.3 Upon termination by the Client, no refund of amounts already paid will be made, unless the Client is a consumer and is entitled to withdrawal in accordance with article 4.

9.4 ZeroCode Ventures is entitled to terminate the agreement with immediate effect if the Client has been in default of payment for more than 60 days, uses the AI employee unlawfully, or acts in violation of these terms.

9.5 Upon termination of the agreement, the AI employee will be deactivated within 5 working days, personal data will be deleted in accordance with article 12, the right of use expires immediately, and outstanding invoices remain due.

10.1 All intellectual property rights to the software, configurations, templates and documentation developed by ZeroCode Ventures are vested in ZeroCode Ventures.

10.2 The Client obtains a non-exclusive, non-transferable right of use for the duration of the agreement. This right of use expires upon termination.

10.3 The Client is not permitted to copy, modify, or make available to third parties the AI employee or the underlying configuration.

10.4 Personal data and business data of the Client remain the property of the Client.

11.1 Both parties undertake to maintain the confidentiality of all confidential information they receive from each other in the context of the agreement.

11.2 This confidentiality obligation also applies after termination of the agreement.

11.3 The confidentiality obligation does not apply to information that: (a) was already public; (b) becomes public through no fault of the receiving party; (c) was demonstrably already known; (d) was lawfully provided by a third party; or (e) must be disclosed by law or regulation.

12.1 ZeroCode Ventures processes personal data in accordance with the GDPR.

12.2 Insofar as ZeroCode Ventures processes personal data on behalf of a business client in the performance of the Service, ZeroCode Ventures acts as a processor within the meaning of the GDPR. In that case, the parties will enter into a data processing agreement in accordance with art. 28 GDPR. A signed data processing agreement will be provided upon request. A standard template is available here: DPA template.

12.3 ZeroCode Ventures stores data within the European Economic Area (EEA), unless otherwise agreed. When using AI model providers outside the EEA, data processing may take place outside the EEA. The Client agrees to this.

12.4 ZeroCode Ventures takes appropriate technical and organisational security measures, including: encrypted connections (TLS/HTTPS), access security, regular updates, and restriction of access to authorised personnel only.

12.5 In the event of a (suspected) data breach, ZeroCode Ventures will report this to the Client within 72 hours. The Client is responsible for reporting to the Data Protection Authority where required.

12.6 Requests from data subjects (access, correction, deletion) are referred to the Client. ZeroCode Ventures will provide all reasonable cooperation.

12.7 After termination of the agreement, ZeroCode Ventures will delete all personal data within 30 days, unless a legal retention obligation applies or the Client requests return of the data.

13.1 ZeroCode Ventures uses external platforms and service providers for the performance of the Service, including:

• AI model providers (including Anthropic, OpenAI, Google, Mistral) — for AI model processing;
• Hetzner Online GmbH (Germany) — server hosting;
• Meta / WhatsApp LLC — messaging platform;
• Proprietary gateway software — for controlling the AI employee.

13.2 By agreeing to these terms, the Client consents to processing by the aforementioned external parties.

13.3 If ZeroCode Ventures engages a new external party that processes the Client’s personal data, the Client will be informed in advance.

14.1 ZeroCode Ventures is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure, including disruptions by third parties, internet outages, power outages, cyber attacks, government measures and pandemics.

14.2 If the force majeure continues for more than 60 days, both parties are entitled to dissolve the agreement without compensation. In that case, consumers are entitled to a refund of prepaid amounts.

15.1 ZeroCode Ventures reserves the right to amend these general terms and conditions. Amended terms take effect 30 days after notification to the Client.

15.2 If the Client does not agree to the amended terms, the Client has the right to terminate the agreement as of the effective date. For consumers, the right of withdrawal in accordance with article 4 applies.

16.1 All agreements are governed by Dutch law.

16.2 Disputes will first be resolved through mutual consultation. If this is not possible within 30 days, disputes with business clients will be exclusively submitted to the competent court in the district of Limburg.

16.3 Consumers may also submit a dispute to the competent court of their place of residence, or use the European ODR platform for online dispute resolution: ec.europa.eu/consumers/odr.