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Terms and Conditions  MFORZ 
 (Marvin for ZOHO - Marvin (AI) - The Zoho Specialist)

Article 1: Definitions

  1. In this document, "The ZOHO Specialist," "Marvin for ZOHO," and "MFORZ" are used interchangeably and refer to the same entity, responsible for providing the services outlined in these general terms and conditions.
  2. Notwithstanding the other provisions in these general terms and conditions, The ZOHO Specialist reserves the rights and powers granted to the contractor under the Copyright Act.
  3. "Marvin the AI Bot" refers to an advanced artificial intelligence system developed and integrated by The ZOHO Specialist to assist in various tasks and functions related to the services provided by The ZOHO Specialist.
  4. Models, methodologies, and instruments developed and/or applied by The ZOHO Specialist for the execution of an assignment, including those involving Marvin the AI Bot, remain the property of The ZOHO Specialist. Publication or other forms of disclosure of these materials, including any output or results generated by Marvin the AI Bot, can only occur after written permission has been obtained from The ZOHO Specialist.
  5. All documents provided by The ZOHO Specialist, such as reports, advice, assignments, designs, sketches, drawings, software, etc., for the benefit of the other party, may be used by the other party and may be reproduced by the other party for their own use within their own organization. This includes any materials generated with the assistance of Marvin the AI Bot.
  6. All documents provided by The ZOHO Specialist, including those generated or influenced by Marvin the AI Bot, may not be made public by the other party without the prior consent of The ZOHO Specialist, or brought to the attention of third parties, unless the nature of the provided documents dictates otherwise.
  7. The ZOHO Specialist retains the right to use the knowledge gained during the execution of the work, including knowledge gained through interactions with Marvin the AI Bot, for other purposes, as long as no confidential information is brought to the attention of third parties.

Article 2: General


  1. The general terms and conditions apply to all offers, quotations, activities, assignments, and agreements between The ZOHO Specialist and the counterparty, respectively their legal successors.
  2. Standard conditions of the counterparty only apply if they have been accepted in writing by The ZOHO Specialist.
  3. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
  4. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
  5. If The ZOHO Specialist does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that The ZOHO Specialist would lose the right in any way to demand strict compliance with the provisions of these conditions in other cases.
  6. If one or more of the provisions in these general terms and conditions are null and void or might be annulled, the other provisions of these general terms and conditions remain fully applicable. The ZOHO Specialist and the counterparty will then enter into consultation to agree on new provisions to replace the null and void or annulled provisions, taking into account the purpose and meaning of the original provisions as much as possible.

Article 3: Offers and Quotations

  1. All offers are without obligation, unless a term for acceptance is set in the offer.
  2. The offers made by The ZOHO Specialist are without obligation; they are valid for 30 days, unless stated otherwise. The ZOHO Specialist is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless indicated otherwise.
  3. The prices in the mentioned offers and quotations are exclusive of VAT and other governmental levies, as well as any costs to be incurred in the context of the agreement, including shipping and handling costs, unless indicated otherwise.
  4. If the acceptance deviates (on minor points) from the offer included in the quotation, The ZOHO Specialist is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless The ZOHO Specialist indicates otherwise.
  5. A composite quotation does not oblige The ZOHO Specialist to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 4: Provision of Information and Cooperation

  1. The counterparty ensures that all data, which De ZOHO Specialist indicates are necessary or which the counterparty should reasonably understand to be necessary for the execution of the assignment or the conclusion of an agreement, are provided to De ZOHO Specialist in a timely manner.
  2. If the data required for the execution of an assignment are not provided to De ZOHO Specialist in time, it has the right to suspend the execution of the assignment and/or to charge the counterparty for the additional costs resulting from the delay according to the agreed-upon rates.

Article 5: Execution

  1. An assignment between De ZOHO Specialist and the counterparty is only established at the time De ZOHO Specialist receives an agreement signed by an authorized representative of the counterparty.
  2. The execution period does not commence until after the counterparty has made the data available to De ZOHO Specialist.
  3. De ZOHO Specialist has an obligation of effort and commits itself to maximum effort to achieve the agreed-upon obligations and quality. To this end, the work will be performed to the best of insight, expertise, and ability within the framework of the assignment.
  4. As far as a proper execution of the assignment requires, De ZOHO Specialist has the right to have (parts of) the work performed by third parties.
  5. De ZOHO Specialist accepts no liability for work performed by third parties.
  6. If it has been agreed that the assignment will be executed in phases, De ZOHO Specialist can suspend the execution of those parts that belong to a next phase until the counterparty has approved the results of the preceding phase in writing.
  7. If De ZOHO Specialist or third parties engaged by it perform work at the location of the counterparty or a location designated by the counterparty, the counterparty shall provide the facilities reasonably desired by those employees free of charge.

Article 6: Modification of the Assignment, Additional Work

  1. If during the execution of the agreement it appears necessary for a proper execution thereof to modify or supplement it, the parties will proceed to adjust the agreement in a timely manner and in mutual consultation.
  2. If the nature, scope, or content of the agreement, whether or not at the request or indication of the counterparty, of the competent authorities, etc., is changed and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed upon.
  3. If changes to the assignment result in additional work, this will be charged to the counterparty as an additional assignment.
  4. De ZOHO Specialist is entitled to charge the additional costs for modifying the assignment to the counterparty.
  5. Without being in default, De ZOHO Specialist can refuse a request to modify the agreement if this could have qualitative and/or quantitative consequences for the work to be performed or goods to be delivered in that context.

Article 7: Contract Duration, Execution Period

  1. The assignment between The ZOHO Specialist and the client is entered into for an indefinite period, unless the nature of the assignment dictates otherwise or the parties expressly agree otherwise in writing.
  2. If a term has been agreed upon within the duration of the assignment for the completion of certain activities, this is never a strict deadline. In the event of an overrun of the execution period, the client must give The ZOHO Specialist written notice of default.
  3. The ZOHO Specialist is entitled to execute the agreement in different phases and to invoice the executed part separately.
  4. If the agreement is executed in phases, The ZOHO Specialist may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 8: Rates of The ZOHO Specialist

  1. Unless the parties have agreed otherwise in writing, The ZOHO Specialist's rate is determined based on an hourly rate.
  2. The ZOHO Specialist's rate includes the costs of secretarial work and telephone costs, unless otherwise agreed.
  3. Travel time is charged at the standard hourly rate, and travel costs are not charged. Travel time is measured with Google Maps from the Marvin for ZOHO office (Amsterdam) to the client's location based on travel by car unless otherwise agreed.
  4. Travel and accommodation costs are declared in accordance with agreements in the quote or agreement.
  5. Only the actual time spent is charged. In the event of an impending overrun of more than 5% of the quoted amount, billing will only take place after consultation with the client.
  6. Amounts are exclusive of VAT. VAT is therefore stated separately.
  7. The ZOHO Specialist has the right to increase the agreed rate by a maximum of the percentage of inflation provided by the CBS in the previous year, without prior written notice, as of January 1 of each calendar year.
  8. In the event of a price increase beyond inflation, The ZOHO Specialist is entitled to increase prices. The ZOHO Specialist will inform the client in writing of the intention to increase the rate. The ZOHO Specialist will state the extent and the date on which the increase will take effect.
  9. If the client does not wish to accept the rate increase made known by The ZOHO Specialist, the client is entitled to terminate the assignment in writing within two weeks of the aforementioned notice, or to cancel the assignment as of the date on which the rate adjustment would take effect, as stated in the notice from The ZOHO Specialist.
  10. The client is not entitled to terminate the agreement if the authority to increase the rate results from a law.

Article 9: Payment, Statutory Interest, and Collection Costs

  1. Payment must be made within 15 calendar days after the invoice date, unless otherwise agreed in writing by the client and De ZOHO Specialist.
  2. The client must inform De ZOHO Specialist in writing of any objections to the invoice within a period of 10 calendar days after the invoice date. If the client does not respond within this period, the invoice is deemed to be approved.
  3. Objections to the amount of the invoices do not suspend the payment obligation.
  4. De ZOHO Specialist is entitled to invoice periodically.
  5. After the due date, the client is in default, and De ZOHO Specialist has the right to charge statutory interest. The interest on the due amount will be calculated from the moment the client is in default until the moment of payment of the full amount, with a part of a month being considered as a whole month.
  6. The costs for a reminder, summons, and/or demand due to the client's default amount to a minimum of €40.00, to be borne by the client. These costs cover the administrative consequences for De ZOHO Specialist.
  7. If payment is more than one month overdue, De ZOHO Specialist may suspend the execution of the assignment until payment has been made in full.
  8. In case of liquidation, bankruptcy, attachment, or suspension of payment of the client, the claims of De ZOHO Specialist on the client are immediately due and payable.
  9. De ZOHO Specialist has the right to apply payments made by the client first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
  10. De ZOHO Specialist can, without being in default, refuse an offer of payment if the client designates a different order for the allocation of the payment. De ZOHO Specialist can refuse full repayment of the principal if the outstanding and current interest and costs are not also paid.
  11. The client is never entitled to set off the amount owed to De ZOHO Specialist.
  12. If the client does not meet his obligations, all costs incurred to obtain satisfaction out of court will be borne by the client.
  13. The client may be required to provide security for the fulfillment of his obligations under the agreement upon concluding the agreement.
  14. The client may be required to pay up to 50% of the estimated amount due in advance upon concluding the agreement.

Article 10: Financial Closure of Assignment

  1. The assignment is financially closed when the settlement is approved by the client. The client must inform De ZOHO Specialist within a period of 10 calendar days after the date of the settlement if there are objections to the settlement. If the client does not respond within this period, the settlement is deemed to be approved.
  2. All goods delivered to the client remain the property of De ZOHO Specialist until they have been paid for by the client.
  3. If the client has fulfilled all his obligations, all goods provided to De ZOHO Specialist will be returned to the client.

Article 11: Retention of Title

  1. All goods delivered by De ZOHO Specialist, including designs, sketches, software, (electronic) files, etc., remain the property of De ZOHO Specialist until the client has fulfilled all subsequent obligations from all contracts concluded with De ZOHO Specialist.
  2. The client must always do everything that can reasonably be expected of him to safeguard De ZOHO Specialist's property rights.
  3. The client is not authorized to pledge or in any way encumber the goods subject to the retention of title.
  4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the client is obliged to inform De ZOHO Specialist immediately.
  5. The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft and to make the policy of this insurance available for inspection by De ZOHO Specialist upon first request.
  6. For the case that De ZOHO Specialist wishes to exercise his property rights indicated in this article, the client already gives unconditional and irrevocable permission to De ZOHO Specialist or third parties designated by him to enter all those places where De ZOHO Specialist's properties are located and to take those goods back.

Article 12: Investigation, Complaints, and Claims

  1. The counterparty is obliged to (have) investigate the delivered goods immediately at the moment that the goods are made available to them or the respective services have been performed. The counterparty should verify whether the quality and/or quantity of the delivered goods correspond with what has been agreed upon and meet the requirements that the parties have agreed upon. 
  2. Any visible defects should be reported in writing to The ZOHO Specialist within seven calendar days after delivery. 
  3. Any non-visible defects should be reported immediately, but no later than seven calendar days after discovery thereof, in writing to The ZOHO Specialist. The notification should contain a detailed description of the defect so that The ZOHO Specialist is able to respond adequately. 
  4. The counterparty must give The ZOHO Specialist the opportunity to investigate a complaint. 
  5. If a complaint is found to be justified, The ZOHO Specialist will still perform the services as agreed, unless this has already become demonstrably pointless for the counterparty. This last point must be made known by the counterparty in writing and substantiated. 
  6. If it is no longer possible or meaningful to perform the agreed services, The ZOHO Specialist will only be liable within the limits of Article 16 of these general terms and conditions. 
  7. If the counterparty complains in time, this does not suspend their payment obligation. In that case, the counterparty remains obliged to purchase and pay for the other ordered goods and what they have commissioned The ZOHO Specialist to do. 
  8. If a defect is reported later, the counterparty is no longer entitled to repair, replacement, or compensation. 
  9. If it turns out that a complaint is unfounded, then the costs incurred as a result, including the investigation costs on the part of The ZOHO Specialist, are entirely at the expense of the counterparty. 
  10. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against The ZOHO Specialist and the third parties involved in the execution of an agreement is one year.

Article 13: Termination

Both parties can unilaterally terminate the agreement at any time. Early termination must be motivated and done in writing.

In the event of early termination by the other party, The ZOHO Specialist is entitled to compensation for the quoted work, whereby the average monthly invoice up to that point is the starting amount. The preliminary results of the work performed up to that point will be made available to the other party, subject to conditions.

In the event of early termination by the other party, The ZOHO Specialist will, upon request and in consultation with the other party, ensure the transfer of work yet to be performed to third parties.

If the transfer of the work entails additional costs for The ZOHO Specialist, these will be charged to the other party.

Article 14: Suspension and Dissolution

  1. The other party does not or does not fully comply with the obligations from the assignment.
  2. After the conclusion of the assignment, circumstances that have come to the knowledge of The ZOHO Specialist give good reason to fear that the other party will not fulfill the obligations. In case there is good reason to fear that the other party will only partially or improperly fulfill the obligations, the suspension is only permitted to the extent that the failure justifies it.
  3. The other party was requested to provide security for the fulfillment of its obligations from the assignment when the assignment was concluded, and this security is not provided or is insufficient.
  4. The ZOHO Specialist is also authorized to dissolve the assignment if circumstances arise that are of such a nature that fulfillment of the assignment is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that the unchanged maintenance of the assignment cannot reasonably be expected.
  5. If the assignment is dissolved, the claims of The ZOHO Specialist on the other party are immediately due and payable. If The ZOHO Specialist suspends the fulfillment of the obligations, he retains his claims under the law and the assignment.
  6. The ZOHO Specialist always retains the right to claim damages if necessary.

Article 15: Return of Items Provided to the Client

If The ZOHO Specialist has provided items to the other party in the execution of an assignment, the other party is obliged to return the delivered items within 14 calendar days after a request to do so, in their original condition, free from defects, and in their entirety. If the other party fails to fulfill this obligation, all resulting costs are at their expense.

If the other party, for whatever reason, still fails to meet the obligation mentioned in point 1 after a corresponding reminder, The ZOHO Specialist has the right to recover the resulting damage and costs, including the costs of replacement, from the other party.

Article 16: Liability

  1. If The ZOHO Specialist should be liable, then this liability is limited to what is arranged in this provision. The ZOHO Specialist is not liable for damage, of whatever nature, caused by The ZOHO Specialist assuming incorrect and/or incomplete information provided by or on behalf of the counterparty. 
  2. If The ZOHO Specialist is liable for any damage, then the liability of The ZOHO Specialist is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates. 
  3. The liability of The ZOHO Specialist is in any case always limited to the amount of the payment made by its insurer, where applicable. 
  4. The ZOHO Specialist is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of The ZOHO Specialist comply with the agreement, insofar as these can be attributed to The ZOHO Specialist, and reasonable costs incurred to prevent or limit damage, insofar as the counterparty demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. 
  5. The ZOHO Specialist is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of The ZOHO Specialist or its managerial subordinates.

Article 17: Indemnification

  1. The counterparty indemnifies The ZOHO Specialist against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than The ZOHO Specialist. If The ZOHO Specialist should be addressed by third parties on that basis, then the counterparty is obliged to assist The ZOHO Specialist both outside and in court and to immediately do everything that may be expected of them in that case. 
  2. Should the counterparty fail to take adequate measures, then The ZOHO Specialist, without notice of default, is entitled to proceed to this themselves. All costs and damage on the part of The ZOHO Specialist and third parties that arise as a result, are integrally for the account and risk of the counterparty.

Article 18: Transfer of Risk

The risk of loss or damage to the items that are the subject of the assignment transfers to the other party at the moment when they are legally and/or factually delivered to the other party, and thereby come under the control of the other party or a third party designated by the other party.

Article 19: Force Majeure

  1. Parties are not obliged to fulfill any obligation if they are hindered due to a circumstance that is not due to fault, and is not considered their responsibility under the law, a legal action, or generally accepted practices.
  2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, which neither party can influence, but as a result of which one of the parties is unable to meet their obligations.
  3. The ZOHO Specialist also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the other party should have fulfilled its obligations.
  4. Parties may suspend the obligations from the assignment during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the assignment, without obligation to compensate the other party for damages.
  5. Insofar as The ZOHO Specialist has partially fulfilled its obligations from the assignment at the time of the occurrence of force majeure, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, The ZOHO Specialist is entitled to separately invoice the already fulfilled or to be fulfilled part. The other party is obliged to pay this invoice as if it were a separate assignment.

Article 20: Confidentiality

  1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of their assignment. Information is considered confidential if it has been communicated as such by the other party or if this follows from the nature of the information.
  2. If, based on a legal provision or a court ruling, The ZOHO Specialist is obliged to provide confidential information to third parties designated by law or the competent court, and The ZOHO Specialist cannot invoke a legal or by the competent court recognized or permitted right of non-disclosure in this matter, then The ZOHO Specialist is not obliged to pay compensation or indemnification, and the other party is not entitled to dissolve the assignment on the basis of any damage caused by this.

Article 21: Intellectual Property and Copyrights

  1. Notwithstanding the other provisions in these general terms and conditions, The ZOHO Specialist reserves the rights and powers granted to the contractor under the Copyright Act.
  2. Models, methodologies, and instruments developed and/or applied by The ZOHO Specialist for the execution of an assignment remain the property of The ZOHO Specialist. Publication or other forms of disclosure can only occur after written permission has been obtained from The ZOHO Specialist.
  3. All documents provided by The ZOHO Specialist, such as reports, advice, assignments, designs, sketches, drawings, software, etc., for the benefit of the other party, may be used by the other party and may be reproduced by the other party for their own use within their own organization.
  4. All documents provided by The ZOHO Specialist may not be made public by the other party without the prior consent of The ZOHO Specialist, or brought to the attention of third parties, unless the nature of the provided documents dictates otherwise.
  5. The ZOHO Specialist retains the right to use the knowledge gained during the execution of the work for other purposes, as long as no confidential information is brought to the attention of third parties.

Article 22: Marvin the AI Bot

Marvin the AI Bot is an integral part of MFORZ, designed to assist users by generating responses to their queries using advanced natural language processing techniques. Marvin operates based on the ChatGPT model developed by OpenAI, and it is continuously updated to provide accurate and relevant information.

Article 23: Liability Waiver for Information Generated by Marvin the AI Bot

  1. The information and responses generated by Marvin the AI Bot are based on patterns in the data on which it was trained, and while every effort is made to ensure accuracy and relevance, MFORZ does not guarantee the correctness, completeness, or reliability of the information provided.
  2. The user acknowledges that the information generated by Marvin the AI Bot is for informational purposes only and should not be considered as professional advice. The user is responsible for verifying the accuracy and applicability of the information in their specific context before taking any action based on it.
  3. MFORZ shall not be liable for any errors, inaccuracies, or omissions in the information provided by Marvin the AI Bot, nor for any actions taken by the user based on this information.
  4. The user agrees to indemnify and hold harmless MFORZ, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the user's reliance on information generated by Marvin the AI Bot.
  5. This liability waiver applies to the fullest extent permitted by law and survives any termination or expiration of the user's relationship with MFORZ.

Article 24: Miscellaneous

During an assignment and up to one year after the termination of an assignment, the other party is not allowed to offer paid work (whether or not based on an employment relationship) to professionals who have been involved in the execution on behalf of or from The ZOHO Specialist. A penalty of €100,000.00, say: one hundred thousand euros, is imposed for violation of this rule.

Article 25: Applicable Law and Disputes

  1. In case of disputes arising from this agreement or from agreements built upon this agreement, parties will attempt to resolve these disputes amicably in the first instance, if necessary with the help of Mediation.
  2. All legal relationships to which The ZOHO Specialist is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
  3. The court in The ZOHO Specialist's place of business has exclusive jurisdiction to hear disputes, unless the law mandates otherwise. Nevertheless, The ZOHO Specialist has the right to submit the dispute to the competent court according to the law.
  4. Parties will not resort to the courts until they have made every effort to settle a dispute in mutual consultation.