1. Identity
ROOTSbyNaeo is a trade name of Stichting Everglades Consultants, a foundation under Dutch law, registered with the Chamber of Commerce under number 34186524 and having its statutory seat in Amsterdam. Email: info@rootsbynaeo.eu.
2. Scope
These terms apply to offers, assignments and agreements under which ROOTSbyNaeo provides services to a client acting in the course of a profession or business. They apply only when referred to in the offer or agreement. A client's general terms do not apply unless accepted expressly in writing.
3. Formation and order of documents
An agreement is formed when the client accepts a written offer from ROOTSbyNaeo or when ROOTSbyNaeo confirms the assignment in writing. The offer or assignment confirmation determines the service scope, fee, timing and deliverables. If it conflicts with these terms, the offer or assignment confirmation prevails.
4. Nature of the services
ROOTSbyNaeo provides structured legal analysis and documentation relating to the AI Act, including the ROOTS Scan, ROOTS Dossier and ROOTS Register where agreed. The precise content is defined per assignment. ROOTSbyNaeo is not a notified body, does not issue regulatory certification and does not replace a conformity assessment where one is legally required.
Unless continuing monitoring or use of ROOTS Register is expressly included, an assignment concerns the facts and law available at the stated reference date. A change in the system, its use, the organisation, guidance or law may require reassessment.
5. Performance and client cooperation
ROOTSbyNaeo performs the assignment with professional care and independently. Any delivery date is an estimate unless expressly agreed as a strict deadline. The statement that contact requests are answered within three business days is a response commitment, not a delivery term for an assignment.
The client provides complete, accurate and timely information and identifies relevant changes. ROOTSbyNaeo may rely on information supplied by or on behalf of the client unless verification is expressly part of the assignment. Delay or additional work caused by incomplete, inaccurate or late information is for the client's account.
6. Fees and payment
Fees, taxes, expenses and any payment schedule are stated in the offer or assignment confirmation. Invoices are payable within the period stated on the invoice. The client may not suspend or set off payment except where mandatory law provides otherwise. Reasonable additional work outside the agreed scope is charged only after the client has been informed.
7. Use of deliverables and intellectual property
After payment, the client may use and share the agreed deliverables for its internal governance, contracting, procurement, audit, legal and regulatory purposes. The ROOTS method, decision architecture, templates, software and underlying know-how remain with ROOTSbyNaeo or its licensors. The client may not reproduce or commercialise those underlying materials as a competing product or service.
8. Confidentiality and personal data
Each party keeps confidential information received from the other party confidential, except where disclosure is required for the assignment, authorised by the other party, or required by law or a competent authority. Each party remains responsible for its own compliance with data-protection law. Website contact processing is described in the privacy notice; processing within an assignment may be addressed separately where required.
9. Third parties
ROOTSbyNaeo may use carefully selected service providers for hosting, communication and operational support. Hosting, VPN and VPS services are procured exclusively from companies established in the European Union. Substantive work may be entrusted to another professional only where the assignment permits this or the client agrees, except for routine support that does not transfer responsibility for the legal conclusion.
10. Responsibility and reliance
Legal analysis depends on the facts, scope, assumptions and reference date stated in the deliverable. The client remains responsible for decisions, implementation, compliance and any declaration made in its own name. No result, regulator response or third-party acceptance is guaranteed.
11. Liability
ROOTSbyNaeo's total liability arising out of or in connection with an agreement, irrespective of its legal basis, is limited to direct loss and, except in cases of intent, deliberate recklessness or to the extent a limitation is prohibited by mandatory law, to the fee excluding VAT that the client has actually paid to ROOTSbyNaeo for the relevant engagement. ROOTSbyNaeo is not liable for indirect loss, loss of profit, business interruption or loss caused by information that was incomplete, inaccurate or not updated by the client.
12. Suspension and termination
Either party may terminate an ongoing assignment on reasonable written notice. A party may suspend or terminate immediately if the other party materially breaches the agreement and, where remedy is possible, fails to remedy the breach after written notice. Work performed and unavoidable commitments up to the end date remain payable. Provisions intended to survive termination remain in effect.
13. Force majeure
A party is not liable for delay or failure caused by circumstances beyond its reasonable control. The affected party informs the other party and resumes performance as soon as reasonably possible. If the situation continues so long that continuation is unreasonable, either party may end the affected part of the agreement.
14. Complaints
A client reports a complaint promptly after discovering the relevant issue and provides enough information for it to be investigated. The parties first attempt to resolve the matter in good faith.
15. Governing law and disputes
Dutch law applies. Disputes that cannot be resolved by agreement are submitted to the competent court in Amsterdam, unless mandatory law requires another court.
16. Language and changes
The Dutch version prevails if the Dutch and English versions differ. The version incorporated into an agreement remains applicable to that agreement unless the parties agree otherwise. Updated versions apply only to later assignments.