Terms

Terms & Conditions

Terms & conditions for Makru AI-tomation covering services, delivery, liability, and payment terms.

Terms & Conditions

Last updated: 2026-02-01

These terms apply to all quotes, orders, and agreements with Makru AI-tomation (“Makru”). If a statement of work (SOW) or agreement conflicts with these terms, the SOW/agreement prevails.

This is a general set of terms. Add project-specific details where needed (scope, timeline, fees, support/SLA, DPA).

1) Definitions

  • Customer: the party engaging Makru.
  • Services: automation, integrations, AI agents, (AI) content pipelines, websites, support/monitoring, and related work.
  • Deliverables: delivered workflows, configurations, documentation (SOP), dashboards/logging, and other agreed output.
  • Scope: what we deliver as described in the quote/SOW.

2) Applicability and order of precedence

  1. Agreement/SOW
  2. Quote
  3. These terms

Customer purchasing terms apply only if Makru accepts them in writing.

3) Quotes and forming the agreement

  • Quotes are non-binding unless stated otherwise.
  • An agreement is formed when (a) the customer confirms in writing, or (b) Makru starts execution at the customer’s request.

4) Services and scope

  • Makru delivers within the agreed scope.
  • Anything outside scope is additional work and requires alignment first.
  • Makru may use subcontractors where needed.

5) Planning and timelines

  • Timelines are indicative unless explicitly agreed as binding.
  • Third-party platforms (APIs/SaaS) can change or have downtime; Makru is not responsible for outages outside its control.

6) Customer responsibilities

Customer provides in time:

  • correct and complete input (requirements, data, examples)
  • access to systems (accounts, API keys, permissions) following least privilege
  • required third-party licenses/subscriptions
  • internal decisions and feedback within a reasonable timeframe
  • compliance with laws/regulations for their processes (marketing, cookie consent, communications, content claims)

Delays caused by missing input/access may affect timelines and costs.

7) Changes and additional work

  • Changes in requirements, scope, or priorities may impact timeline and price.
  • Makru will communicate additional work where possible in advance.
  • Additional work can be invoiced time-and-materials or per agreed rates.

8) Delivery, acceptance, go-live

  • Makru delivers iteratively (sprints) or via milestones.
  • Customer tests deliverables within a reasonable period and provides feedback.
  • If feedback is not provided, the deliverable is deemed accepted for that iteration.
  • Go-live is coordinated; preferably with rollback plan and monitoring.

9) Support, maintenance, SLA

  • Unless agreed otherwise, support is provided on a best-effort basis.
  • 24/7 monitoring and SLAs apply only if explicitly agreed.
  • Customer-side changes (tools/permissions/API changes) may require maintenance; billed as support/additional work depending on the agreement.

10) Fees, invoicing, payment

  • Fees are as stated in the quote/agreement, excluding VAT unless stated otherwise.
  • Payment term: 14 days from invoice date unless agreed otherwise.
  • Late payment may result in suspension after notice.
  • Third-party costs (tools, hosting, licenses) are paid by customer unless agreed otherwise.

11) Intellectual property

  • Customer remains owner of its systems, data, and content.
  • Unless agreed otherwise:
    • Customer receives a right to use deliverables for the agreed purpose.
    • Generic templates, frameworks, know-how, and reusable components remain Makru’s property.
  • Open-source/third-party components remain under their own licenses.
  • Customer is responsible for complying with third-party license terms in their stack.

12) Confidentiality

Both parties keep confidential information confidential and use it only for performing the agreement, except where:

  • it becomes public without fault,
  • disclosure is legally required.

13) Privacy and data processing (GDPR)

  • For website visits and lead contact, Makru acts as controller (see privacy policy).
  • In customer projects, customer is typically the controller and Makru the processor. A DPA applies where needed.
  • Customer remains responsible for legal bases toward their end users (e.g., consent for tracking).

14) AI output and content

  • If Makru uses AI, output is review-ready; customer remains responsible for review, publication, and claims.
  • Makru does not guarantee AI output is error-free or fit for purpose without human review.

15) Liability

  • Makru is not liable for indirect damages (consequential loss, lost profit, missed savings) unless mandatory law says otherwise.
  • Liability is limited to the project fee (or the relevant part) unless there is intent or gross negligence.
  • Makru is not liable for damage caused by:
    • third-party platform downtime/changes,
    • incorrect input or misconfiguration by customer,
    • use contrary to instructions/SOP.

16) Force majeure

In force majeure, Makru may suspend obligations. If it lasts, parties may terminate reasonably.

17) Termination

  • Duration/termination terms can be agreed per project/support plan.
  • On termination, Makru will provide a reasonable handover of relevant deliverables and documentation within scope.

18) Governing law and disputes

Dutch law applies. Disputes are submitted to the competent court in the Netherlands unless mandatory law states otherwise.

19) Contact

info@makru.eu