Lakehouse Partners BV
Orteliuslaan 850
3528 BB Utrecht
info@lakehousepartners.ai
© Copyright 2025 Lakehouse Partners B.V. - All rights reserved
Annex D from Master Service Agreement
Version 1.0 | January 2026
| Term | Definition |
|---|---|
| "Lakehouse Partners" | Lakehouse Partners B.V., registered with the Chamber of Commerce under number 94233454, with registered office at Orteliuslaan 850, 3528 BB Utrecht, Netherlands. |
| "Client" | The natural or legal person who enters into an Agreement with Lakehouse Partners for the provision of Services. |
| "Agreement" | Any agreement between Lakehouse Partners and Client for the provision of Services, including any Master Service Agreement, Statement of Work (SOW), or other engagement document. |
| "Business Day" | Any day other than a Saturday, Sunday, or public holiday in the Netherlands as published by the national government. |
| "Services" | The consultancy, implementation, managed services, training, and other professional services provided by Lakehouse Partners in connection with the Databricks Platform and related data and AI technologies. |
| "Deliverables" | All work product, documents, code, configurations, pipelines, models, and materials delivered by Lakehouse Partners under an Agreement. |
| "Databricks Platform" | The data intelligence platform provided by Databricks, Inc., including workspace services, Unity Catalog, compute resources, and related cloud services. |
| "Consultant IP" | Lakehouse Partners' pre-existing methodologies, frameworks, templates, tools, generic code components, and know-how developed independently of any specific Client engagement. |
| "AI System" | A machine-based system designed to operate with varying levels of autonomy, that may exhibit adaptiveness after deployment, and that infers from inputs how to generate outputs such as predictions, content, recommendations, or decisions, as defined in EU Regulation 2024/1689 (AI Act). |
| "Confidential Information" | All non-public information disclosed by either party in connection with the Agreement, whether in writing, orally, or by inspection. |
| "Service Day" | Eight (8) hours of professional services. |
These General Terms and Conditions apply to all offers, quotations, and Agreements between Lakehouse Partners and Client, unless explicitly agreed otherwise in writing.
Client's general terms and conditions are expressly rejected and do not apply, unless Lakehouse Partners has explicitly accepted them in writing.
In case of conflict between documents, the following order of precedence applies (highest first): (a) Statement of Work; (b) Master Service Agreement; (c) Service Level Agreement; (d) Data Processing Agreement; (e) these General Terms and Conditions; (f) any schedules or appendices.
Lakehouse Partners reserves the right to amend these General Terms and Conditions. Amendments apply to new Agreements concluded after the amendment date.
These terms are based on and compatible with NL Digital Voorwaarden 2025. Where these terms are silent, NL Digital Voorwaarden 2025 apply supplementarily.
As a Databricks Solution Partner, Lakehouse Partners provides Services in connection with the Databricks Platform. Client acknowledges that use of the Databricks Platform is governed by the Databricks Master Cloud Services Agreement (MCSA) available at www.databricks.com/mcsa.
Lakehouse Partners does not and cannot make any warranties, guarantees, or representations concerning Databricks Platform Services on behalf of Databricks, Inc.
Client is responsible for: (a) securing its cloud environment hosting the Databricks Platform; (b) ensuring each authorized user maintains unique credentials; (c) configuring platform services appropriately for data sensitivity; (d) maintaining backups of Client Content.
All offers and quotations are without obligation and valid for thirty (30) days unless otherwise stated.
An Agreement is formed upon: (a) written acceptance by Client of a quotation; (b) execution of a Statement of Work by both parties; or (c) Lakehouse Partners commencing Services with Client's knowledge and consent.
Changes to the scope of Services require a written Change Order signed by authorized representatives of both parties.
Lakehouse Partners shall perform Services with due care and professional competence, in accordance with generally accepted standards in the data and AI consultancy industry (inspanningsverbintenis).
Lakehouse Partners deploys Databricks-certified consultants for platform implementation work. All consultants hold current certifications relevant to their engagement scope.
Agreed timelines and delivery dates are target dates (streefdata) unless explicitly designated as firm deadlines (fatale termijnen) in writing.
Lakehouse Partners may engage qualified subcontractors to perform Services. Lakehouse Partners remains fully responsible for subcontractor performance.
Services are primarily delivered remotely unless otherwise agreed. On-site work requires advance scheduling.
Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this document will not violate any other agreement; (c) it will comply with all applicable laws in performing its obligations.
Client shall provide timely cooperation necessary for proper execution of Services, including: (a) access to systems, data, environments, and personnel; (b) timely decisions and approvals; (c) designated points of contact with appropriate authority.
Client is responsible for the accuracy and completeness of information, requirements, and specifications provided to Lakehouse Partners.
Client shall ensure all technical prerequisites specified in the Agreement are in place prior to project kickoff.
Delays, rework, or additional costs resulting from Client's failure to meet its obligations may result in timeline adjustments and additional fees.
All fees are exclusive of VAT (currently 21%) and other applicable taxes unless stated otherwise.
Invoices are issued at the end of each calendar month and are payable within fourteen (14) days of the invoice date.
In case of late payment, statutory commercial interest (wettelijke handelsrente) shall accrue from the due date without notice required.
If payment is overdue, Lakehouse Partners shall send a first reminder on day fifteen (15) and a second reminder on day twenty-two (22). Lakehouse Partners may suspend Services upon sending the second reminder if payment remains outstanding.
Client's right to set-off is excluded except for undisputed or judicially established claims.
Client must notify Lakehouse Partners in writing of any invoice disputes within fourteen (14) calendar days of receipt, specifying the disputed items with reasonable detail.
Travel time and expenses for on-site work are included in the engagement fees unless otherwise specified in the applicable Statement of Work. Where a Statement of Work specifies alternative travel expense arrangements (such as per-kilometer reimbursement rates), the SOW-specific terms shall prevail in accordance with the document hierarchy established in Article 2.3.
Each party retains ownership of intellectual property that it owned prior to the Agreement.
Databricks, Inc. exclusively owns all Databricks Materials. Client's rights to Databricks Materials are governed solely by the Databricks MCSA.
Lakehouse Partners retains ownership of all Consultant IP. Client receives a perpetual, non-exclusive, royalty-free license to use Consultant IP solely as incorporated in the Deliverables for Client's internal business purposes.
Upon acceptance (including deemed acceptance under the applicable SOW/MSA) and full payment, Client receives ownership of Client-specific Deliverables created exclusively for Client that do not incorporate Databricks Materials or Consultant IP, including: (a) Client-specific Unity Catalog configurations; (b) access control policies designed for Client's organization; (c) Client-specific pipeline code; and (d) custom documentation. This aligns with Tier 2 of the four-tier IP framework established in the MSA.
Deliverables may incorporate open source components, which remain subject to their respective licenses.
Neither party shall use the other party's Confidential Information or Deliverables to train, develop, fine-tune, or enhance any AI system or machine learning model without prior written consent.
IP indemnification obligations are set forth in the Master Service Agreement (MSA) Article 7.3. Lakehouse Partners' total liability for IP indemnification shall not exceed EUR 1,250,000 per claim (aligned with professional liability insurance coverage).
To the extent permitted by Article 25 of the Dutch Copyright Act (Auteurswet), Lakehouse Partners waives any moral rights in Client-specific Deliverables that would restrict Client's use.
Each party shall maintain the confidentiality of Confidential Information received from the other party and use such information only for purposes of performing or receiving Services under the Agreement.
Confidential Information may be disclosed to: (a) employees with a need to know; (b) approved subcontractors; and (c) professional advisors under duty of confidentiality.
Confidentiality obligations do not apply to information that: (a) was publicly known; (b) was lawfully known prior to disclosure; (c) is lawfully received from a third party; (d) is independently developed; or (e) must be disclosed by law.
Confidentiality obligations survive termination of the Agreement for three (3) years. Trade secrets shall be protected indefinitely. Source code shall be protected for seven (7) years. Personal Data shall be protected as required by applicable data protection law.
Each party acknowledges that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either party may seek injunctive or other equitable relief without proving actual damages or posting bond.
Where Services involve processing of personal data, both parties shall comply with the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG).
Where Lakehouse Partners processes personal data on behalf of Client as data processor, the parties shall enter into a Data Processing Agreement (DPA) compliant with GDPR Article 28.
Lakehouse Partners shall provide thirty (30) days' advance notice before engaging new sub-processors for services involving Client's personal data.
Unless otherwise agreed, personal data shall be processed within the European Economic Area.
This Article applies where Services involve the development, deployment, or integration of AI Systems as defined in EU Regulation 2024/1689 (AI Act). The AI Act's provisions for high-risk AI systems take effect on August 2, 2026.
The Statement of Work shall specify whether each party acts as Provider or Deployer for AI Act purposes.
Client shall inform Lakehouse Partners if the intended use of any AI System falls within high-risk categories under Article 6 of the AI Act.
For high-risk AI Systems, technical documentation shall be retained for ten (10) years per Article 18.
AI Systems shall be designed to enable effective human oversight, including capability and limitation transparency, anomaly monitoring, confidence scores, and override controls.
Upon delivery of Deliverables, Client has fourteen (14) calendar days to review and either accept or provide written notice of specific deficiencies. Acceptance is deemed given only if Client does not deliver a written notice of rejection specifying deficiencies within the Review Period. Payment of an invoice does not in itself constitute acceptance of Deliverables.
Lakehouse Partners shall correct documented defects within fourteen (14) calendar days. Client shall have seven (7) calendar days to verify corrections.
If Deliverables are rejected following two (2) cure attempts, Client may, at its option: (a) accept the Deliverables as-is with an equitable fee reduction; or (b) terminate the applicable SOW and receive a refund of fees paid for the rejected Deliverables.
Lakehouse Partners warrants that Deliverables will substantially conform to documented specifications for twelve (12) months from final acceptance (including any acceptance following the cure process).
Client may extend the Warranty Period by executing a written Change Order signed by both parties to 24 months (minimum EUR 5,000) or 36 months (minimum EUR 12,500).
This warranty does not cover issues arising from: (a) modifications by Client or third parties; (b) use outside documented specifications; (c) third-party software not delivered by Lakehouse Partners; (d) Client infrastructure changes; (e) Databricks Platform changes; or (f) force majeure events.
Except as expressly provided, Lakehouse Partners disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.
Lakehouse Partners' total per-claim liability shall not exceed the lesser of: (a) fees paid under the relevant SOW in the twelve (12) months preceding the claim; or (b) EUR 500,000. Lakehouse Partners' total aggregate liability for all claims in any twenty-four (24) month period shall not exceed the lesser of: (a) total fees paid under all SOWs in the twenty-four (24) months preceding the first claim; or (b) EUR 1,000,000.
Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption.
The limitations do not apply to: (a) death or personal injury caused by negligence; (b) fraud; (c) intentional misconduct or gross negligence; (d) wilful (intentional) breach of confidentiality obligations; (e) IP infringement under Article 8.7; (f) Client's payment obligations; or (g) liability that cannot be limited by law.
Any claim must be made in writing within twelve (12) months of awareness, and in any event within twenty-four (24) months of the event.
Lakehouse Partners maintains the following insurance coverage:
Certificate of Insurance is available upon request. Lakehouse Partners shall maintain such coverage throughout the term of the Agreement and for two (2) years following completion of Services.
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including: (a) natural disasters, fire, flood; (b) epidemic, pandemic; (c) war, terrorism, civil unrest; (d) government actions; (e) third-party cloud service outages exceeding four (4) consecutive hours; (f) cyberattacks beyond the affected party's reasonable control; (g) internet or telecommunications failures.
The affected party shall promptly notify the other party and use reasonable efforts to mitigate effects and resume performance.
If force majeure continues for more than ninety (90) calendar days, either party may terminate the affected engagement without liability, except for payment of fees for Services already rendered.
The Agreement continues until all Services are completed and accepted, or until terminated.
Either party may terminate with sixty (60) days' written notice. For ongoing managed services or retainer arrangements, either party may terminate with ninety (90) days' notice effective at the end of any calendar quarter.
Either party may terminate immediately if: (a) material breach remains unremedied thirty (30) days after written notice; (b) the other party becomes insolvent or files for bankruptcy; or (c) continued performance would violate applicable law.
Upon termination: (a) Client shall pay all fees for Services rendered; (b) Lakehouse Partners shall deliver all completed Deliverables; (c) each party shall return or destroy Confidential Information upon request.
The following provisions shall survive termination: Articles 1 (Definitions), 7 (Fees for Services rendered), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 13 (Liability), 17 (Governing Law), and 18.9 (Non-Solicitation).
These General Terms and Conditions and all Agreements are governed by the laws of the Netherlands, excluding conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
Disputes shall first be attempted to resolve through good faith negotiations for thirty (30) days.
Either party may optionally request ICT mediation through SGOA (Stichting Geschillenoplossing Automatisering). Mediation is not a prerequisite for court proceedings. Disputes may be submitted to the competent court in Utrecht, Netherlands.
Either party may seek urgent interim relief (kort geding) from any court of competent jurisdiction without first exhausting the negotiation requirement.
If any provision is held invalid, the remaining provisions continue in full force.
Neither party may assign rights or obligations without prior written consent, except to an affiliate or in connection with a merger or acquisition.
No waiver of any breach shall constitute waiver of any other breach. Waivers must be in writing.
Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties.
Notices shall be in writing and delivered by registered mail, courier, or email with confirmation.
The Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations and agreements.
These terms are executed in English, which is the governing language.
Client agrees to consider in good faith reasonable requests for references upon successful completion of engagements. Lakehouse Partners may list Client as a customer with Client's prior consent. Case studies require Client's prior written approval.
Neither party shall, during the term of any Agreement and for twelve (12) months thereafter, directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the Services, without prior written consent. This restriction does not apply to general public recruitment advertising not targeted at the other party's personnel. Breach of this provision entitles the non-breaching party to liquidated damages equal to six (6) months of the individual's compensation at the time of hire.
Where the Parties have executed a Master Service Agreement, non-solicitation is governed exclusively by MSA Article 16.9, and this Article 18.9 does not apply.
Each party shall retain records relating to the Services for a minimum of seven (7) years following completion, and ten (10) years for high-risk AI systems, or longer if required by applicable law.