General Terms and Conditions (B2B)

1. Applicability

1.1 These terms apply to all offers, orders and agreements between [to be completed] ("Provider") and the client ("Client") concerning AI agents, websites, growth marketing services and Agent Vault access.

1.2 Services are offered exclusively to businesses. By ordering, the Client confirms acting in the course of a trade, business or profession. Consumers cannot order.

1.3 Any general terms of the Client are expressly rejected.

2. Offers and prices

2.1 All prices are in euros and exclude VAT (21%) unless stated otherwise.

2.2 Offers are valid for 30 days. "From" prices are indicative; the final price for a Licence or Custom Build is set in a written quote.

3. Agent Vault

3.1 Live Demo: a one-time fee for a 45-minute online session, scheduled within 10 business days after payment. The fee is credited against a Licence or Custom Build ordered within 30 days of the demo.

3.2 Licence: a monthly subscription billed in advance, including configuration for the Client's business, hosting, monitoring and maintenance as described in the order. Minimum term one month; either party may terminate with one month's notice to the end of a billing period. Usage costs of third-party services (e.g. AI model tokens, telephony, messaging) are not included unless stated.

3.3 Custom Build: based on a written quote with the agreed scope, milestones and payment schedule.

4. Payment

4.1 Payment is made through Stripe at checkout, or by invoice payable within 14 days.

4.2 If payment is late, the statutory commercial interest (article 6:119a Dutch Civil Code) and reasonable collection costs are due. Provider may suspend access until payment has been received.

5. Delivery and cooperation

5.1 Provider sets up access within 2 business days after payment and receipt of the necessary onboarding information.

5.2 The Client provides access, data and information in good time. Delivery dates are targets, not strict deadlines, unless agreed otherwise in writing.

6. Intellectual property

6.1 All intellectual property rights in agents, workflows, prompts, code, designs and know-how remain with Provider or its licensors.

6.2 A Licence grants the Client a non-exclusive, non-transferable right to use the agent for its own internal business purposes during the term.

6.3 For a Custom Build, the Client receives the rights described in the quote after full payment. Provider may reuse generic components and know-how.

6.4 The Client retains all rights to its own data and content.

7. Personal data

Where Provider processes personal data on behalf of the Client, the parties enter into a data processing agreement (verwerkersovereenkomst) in accordance with article 28 GDPR, which forms part of the agreement. The Client is the controller and is responsible for a valid legal basis and for informing the people involved (for example callers or leads).

8. AI systems

8.1 AI output can be incomplete or incorrect. The Client reviews output before relying on it for important decisions.

8.2 Agents are configured by default to disclose that people are interacting with an AI system. As the deployer, the Client is responsible for complying with applicable transparency rules (including the EU AI Act) and rules on recording calls.

9. Third-party services

Agents depend on third-party platforms (such as AI model providers, automation platforms, telephony and CRM systems). Provider is not liable for outages or changes of these services, but will make reasonable efforts to adapt.

10. Liability

10.1 Provider's total liability is limited to the amount paid by the Client in the three months before the event that caused the damage.

10.2 Provider is not liable for indirect or consequential damage, including lost profits, lost savings and loss of data.

10.3 These limitations do not apply in the event of intent or deliberate recklessness of Provider's management.

11. Confidentiality

Both parties keep confidential all information they receive from each other that is marked as confidential or should reasonably be understood to be confidential.

12. Termination

Either party may terminate the agreement with immediate effect if the other party materially breaches it and fails to remedy the breach within 14 days after written notice, or in the event of bankruptcy or suspension of payments.

13. Force majeure

Neither party is liable for failure to perform caused by circumstances beyond its reasonable control.

14. Changes to these terms

Provider may amend these terms. Changes are announced 30 days in advance for running subscriptions; the Client may terminate the subscription if it does not accept the change.

15. Governing law and disputes

Dutch law applies; the Vienna Sales Convention (CISG) is excluded. Disputes are submitted to the competent court of [to be completed].