Terms of Service

• AI Agent: AI Agent B.V., established in the Netherlands, registered with the Chamber of Commerce, accessible via aiagent.nl.
• Customer: the natural or legal person who engages AI Agent, subscribes to a plan, or otherwise uses our services.
• Services: all services offered by AI Agent, including project-based services (training, advice, custom implementation) and AI agent implementation services.
• Assignment: an agreement between AI Agent and the Customer for the delivery of project-based services.
• Website: the website at aiagent.nl, including all content, tools and functionalities.
• Implementation Service: AI Agent's services through which we help the Customer configure, build and deploy an AI agent or custom software on the Customer's infrastructure, optionally using open-source frameworks such as OpenClaw.
• Ongoing Support: optional support services that AI Agent may provide to the Customer after delivery of the implementation, on the basis of a separate agreement.
• Instance: an AI agent configured by AI Agent on the Customer's infrastructure.
• API Key: the Customer's access key for an external AI model (such as Anthropic, OpenAI or Google), provided and managed by the Customer.
• Relationship Data: the Customer's contact details, billing data and project documentation that AI Agent processes in its own systems, as further specified in A4.1 of the Data Processing Agreement.

These terms and conditions apply to all assignments, quotations and services of AI Agent. By engaging us or using our website, you agree to these terms.

We may amend these terms. In the event of material changes, we will notify active customers at least 30 days in advance by email. Continued use after the effective date constitutes acceptance.

For ongoing assignments and continuing support agreements, the version of these terms in force at the time of order confirmation continues to apply, unless the Customer agrees in writing to a later version. For new assignments, the version published at that time always applies.

AI Agent offers the following project-based services:

• Training and workshops on AI, AI tools and AI literacy
• Advisory on AI strategy, implementation and organizational integration
• Building and configuring custom AI solutions for your organization
• Management, optimization and further development of existing AI systems

The scope, planning and deliverables of project-based services are documented in a quotation or order confirmation.

Our project-based services consist of two main types: (a) custom software and AI development tailored to the Customer (including web applications, plugins for existing platforms such as WordPress or WooCommerce, integrations with external systems such as CRM or ERP, and custom AI chatbots) and (b) implementation of open-source AI agent frameworks on the Customer's infrastructure. For both types:

• Scope, functionality, planning, acceptance criteria and deliverables of the implementation or custom development are explicitly documented in the quotation or order confirmation; work outside this scope qualifies as additional work (section 4.3)
• Guidance with the technical setup and initial deployment
• Configuration of the AI agent or custom software (personality, tools, skills, integrations)
• Support with connecting channels and external systems such as Telegram, WhatsApp, Discord, Slack, CRM and ERP systems
• Knowledge transfer, documentation and (for custom development) source code handover to the Customer

The AI agent frameworks and open-source components used fall under their own license terms. AI Agent provides implementation expertise and development. After delivery, the Customer is responsible for management and maintenance on their own infrastructure.

4.1 Full framework implementation

With a full framework implementation, AI Agent delivers a pre-configured AI agent on the Customer's infrastructure. This includes:

• A pre-configured AI agent with personality, skills and tools
• Installation and configuration on the Customer's infrastructure
• Guidance on choosing and configuring the AI model and API key
• Optional ongoing support: software updates, monitoring and issue resolution
• Channel setup support (WhatsApp, Telegram, Discord, Slack)

The Customer manages their own API key and infrastructure after delivery. AI Agent is not liable for the quality, accuracy or availability of the underlying AI model (provided by third parties such as Mistral AI or Anthropic).

Our responsibility during the implementation phase includes: configuration and installation on customer infrastructure, initial training, knowledge transfer and documentation. Implementation ends with written sign-off by the Customer.

After delivery, the Customer is responsible for: daily management, monitoring, backups, server patching, security updates and configuration changes. AI Agent is not liable for issues arising after delivery unless the Customer has an ongoing support agreement.

Delivery takes place through written notification by AI Agent that the Services are ready for acceptance testing. The Customer then has 7 working days to accept delivery in writing or reject it with reasoning based on the agreed scope. If the Customer does not respond within this period, or takes the delivery into production, delivery is deemed silently accepted.

Deviations from the agreed scope, additional functionality or changes requested after sign-off qualify as additional work. Additional work is quoted separately at the agreed hourly rate or as a new fixed price, and starts only after written approval by the Customer. Delays in the delivery of information, content or access by the Customer shift the delivery date proportionally.

All quotations are non-binding unless stated otherwise. An agreement is established upon written confirmation by email. The content, scope and planning are documented in the quotation or order confirmation.

6.1 Project-based services

Prices are agreed per assignment and documented in the quotation. All amounts are exclusive of VAT unless stated otherwise. Invoices are due within 14 days of the invoice date. In the event of late payment, we reserve the right to suspend work.

6.2 Implementation and support projects

For implementation and support projects, the Customer receives an invoice per quote or order confirmation. Payment must be made within 14 days of the invoice date. AI Agent does not offer monthly SaaS subscriptions; ongoing support is billed by invoice.

6.3 Price changes

AI Agent may change rates for ongoing support. Existing customers will be notified at least 30 days in advance by email. The new rates apply from the first invoicing period after the notification period.

6.4 Cancellation of project-based services

In case of cancellation by the Customer, work already performed, demonstrable preparation costs and reasonable costs of capacity already reserved are due. For training sessions, free cancellation applies up to 7 working days before the start date.

6.5 Phased payments

For project-based assignments, payment in installments may be agreed (for example 40% upon approval, 60% upon delivery, or other milestones as stipulated in the quotation). The first installment must be paid before AI Agent commences work. Interim installments are linked to clearly defined milestones. In the event of late payment of an installment, AI Agent reserves the right to suspend work until payment is received. Installments already paid are not refunded upon cancellation by the Customer after work has commenced.

Ongoing support is an optional service that AI Agent may provide after delivery of the implementation, on the basis of a separate agreement. The support is documented in the quotation or order confirmation, specifying duration, scope and fee.

7.1 What is included in support

Unless otherwise agreed, ongoing support includes:

• Bug fixes on functionality delivered by AI Agent
• Monitoring and minor adjustments to texts, prompts or configuration
• Maintenance updates for non-breaking changes in dependencies (AI providers, WordPress, connected APIs)
• Advice on configuration changes and issue resolution within the agreed scope

7.2 What is excluded from support

The following activities are expressly excluded from ongoing support and are quoted separately:

• Development of new functionality or extensions
• Management of product data, knowledge base content or customer content by AI Agent
• API, hosting, license and other costs at external providers
• Training for end users or team members (on request, at a reduced rate)
• Remediation of damages caused by changes made by the Customer or third parties to the delivered software or infrastructure

7.3 Response times and best-efforts obligation

AI Agent aims to provide a reasonable response time to support requests during working days (Mon-Fri, 9:00-17:00 NL time), unless different response times are agreed in the quotation. This is a best-efforts obligation, not a guarantee of result. AI Agent does not warrant specific resolution times.

7.4 Termination and invoicing

Ongoing support is billed by invoice according to the rates and cadence agreed in the quotation (for example monthly, quarterly or semi-annually). Termination follows section 11.

To use AI models within the delivered implementation, the Customer provides their own API key from a supported provider (such as Anthropic, OpenAI, Google or Mistral). The Customer is fully responsible for:

• Creating and managing the API key with the relevant provider
• All costs charged by the provider for use of the AI model
• Complying with the terms of use of the relevant provider
• Securing the API key and revoking it immediately upon suspicion of unauthorized use

API keys are entered and managed by the Customer on their own infrastructure. AI Agent has temporary access to the keys during implementation for configuration purposes and does not store them in its own systems after delivery. AI Agent is not liable for costs or damages resulting from unauthorized use of the Customer's API key.

AI Agent is not liable for errors, interruptions, price changes or service terminations by external AI providers (Anthropic, OpenAI, Google, Mistral, OpenRouter). This falls under the Customer's risk.

For integrations with other external systems (such as CRM systems including Teamleader or HubSpot, content platforms such as WordPress or WooCommerce, email and telephony services, payment providers or ERP systems), these fall under the terms and risk regime of the relevant third party. AI Agent is not liable for: unavailability, changes in APIs or functionality, price adjustments, service terminations or data breaches at these third parties. The Customer is responsible for their own licenses, subscriptions and configuration with these third parties. AI Agent does not warrant the continuity of integrations that depend on third-party APIs.

9.1 Availability of services

AI Agent delivers implementation services to the best of its knowledge and ability. Availability of the AI agent on the Customer's infrastructure is the Customer's responsibility.

For ongoing support agreements, AI Agent will inform the Customer in advance where possible about planned activities that may affect availability.

AI Agent is not responsible for interruptions caused by the Customer's infrastructure, the AI model provider, or by configuration changes made by the Customer.

9.2 Security incidents on customer infrastructure

In the event of a security incident on the Customer's infrastructure (hack, ransomware, DDoS, data breach), the Customer is fully responsible for: incident response, investigation, notification to affected parties and authorities (GDPR Art. 33), all remediation costs and stakeholder communication.

AI Agent can provide support under an active ongoing support agreement for initial triage, technical advice on recovery and reconstruction of customer configurations. AI Agent bears no operational responsibility for security of customer infrastructure.

10.1 Data ownership

All data stored or processed by the Customer via the Instance remains the property of the Customer. This includes configurations, conversation logs, trained skills and other files.

10.2 Backups

The AI agent runs on the Customer's infrastructure. The Customer is responsible for an appropriate backup strategy aligned with their own risk profile and sector. AI Agent advises as good practice: daily backups, encrypted storage, periodic recovery testing and, where relevant, geographically redundant storage. AI Agent provides guidance on request for setting up a backup strategy. AI Agent is not liable for data loss resulting from missing or deficient backups on the Customer's side. The Customer's cyber insurance may impose additional requirements; compliance with those is the Customer's responsibility.

10.3 Data location

Data on the Customer's infrastructure is the Customer's responsibility. Relationship Data and business administration are stored within the EU: internal CRM and administration at Hetzner (Falkenstein, Germany), leads and website form submissions at Supabase (Frankfurt, Germany). See A6 of the Data Processing Agreement for the full list of sub-processors.

11.1 Cancellation by the Customer

The Customer can cancel ongoing support in writing via email to hello@aiagent.nl. Cancellation takes effect at the end of the current invoicing period. No refund is provided for the remaining period.

11.2 Termination by AI Agent

AI Agent may terminate the agreement and any ongoing support in the event of a breach of these terms, particularly the Acceptable Use Policy (section 15). No refunds are issued in case of termination for abuse.

11.3 Consequences of termination

Upon termination of a service agreement, access to AI Agent's support services ends. The AI agent on the Customer's infrastructure remains operational. Relationship Data is retained in accordance with our privacy policy and the retention periods in section A2 of the Data Processing Agreement.

Unless expressly agreed as a deadline, delivery times provided are indicative. AI Agent informs the Customer of significant changes to the planning and, where possible, provides a revised delivery date. Delays on the Customer's side (for example in the timely provision of information, content, access or decisions) shift the delivery date proportionally in accordance with section 4.3.

13.1 Rights and licenses

Unless otherwise agreed, the following applies:

• Custom source code, configurations and AI solutions remain the property of AI Agent. Upon full payment, the Customer receives a perpetual, non-exclusive, non-transferable license to use them within their own organization
• Ownership transfer of source code is not a standard part of our services. Transfer can only take place if expressly agreed in writing in the quotation, against a one-time transfer fee depending on the scope of the project (see section 13.3). Upon transfer of ownership, the usage license mentioned in the previous bullet lapses
• Training materials and documentation remain the property of AI Agent
• We retain the right to reuse generic knowledge, patterns, techniques and non-client-specific components for other clients
• Open-source components (such as OpenClaw and libraries used) fall under their own license terms
• The Customer grants AI Agent permission to use the project anonymously as a reference, unless otherwise agreed in writing. This reference right remains in force even after any ownership transfer or termination of the agreement

13.2 AI-generated content and copyrights

For content generated by AI agents (texts, images, code), the Customer acknowledges that AI models are trained on third-party material. AI output may unintentionally contain similarities with existing works. The Customer is fully responsible for testing AI output for copyright compliance before publication and for all third-party copyright claims arising from AI-generated content. AI Agent does not warrant that AI output is free from third-party intellectual property.

13.3 Source code handover for custom projects

By default, source code remains the property of AI Agent and the Customer holds a perpetual usage license in accordance with section 13.1. If the Customer additionally wishes to obtain ownership, this can only be agreed in writing in the quotation against a one-time transfer fee. The amount of this fee depends on the scope of the project and is stipulated in the quotation. Ownership transfer takes place after full payment of all amounts due and in the form of a git repository or encrypted archive (.zip). Upon transfer of ownership, the usage license granted under section 13.1 bullet 1 lapses.

AI Agent retains, under all circumstances, the right to reuse generic, non-client-specific components, patterns, techniques and reusable modules for other clients. Open-source components and libraries that form part of the source code fall under their own license terms and are not transferred upon ownership transfer. AI Agent does not warrant that the source code will continue to function after transfer without further development or maintenance; the Customer is responsible for management, security updates, and compatibility with future versions of dependencies (such as Node.js, Python, WordPress, or connected APIs).

14.1 AI output

AI Agent is not liable for the output of AI models. AI-generated responses may be incorrect, incomplete or inappropriate. The Customer is solely responsible for the use and consequences of AI output.

14.2 Limitation of liability

The total liability of AI Agent is limited to the lower of (a) for project-based assignments: the amount of the relevant assignment; for ongoing support: the amount the Customer has paid in the preceding 12 months for that support; for training and advice: the amount of the relevant service, and (b) the applicable insured amounts under AI Agent's business and professional liability insurance policies, subject to all insurance exclusions. Liability shall never exceed the insured amount.

14.3 Exclusions

AI Agent is not liable for indirect damages, consequential damages, lost profits, loss of data, or damages resulting from the use of third-party AI models. AI Agent is not liable for costs incurred at external AI providers as a result of the Customer's use of the Instance.

14.4 No legal, tax, medical or HR advice

AI Agent's services include exclusively ICT implementation expertise. We do not provide legal advice, tax advice, medical advice or HR-related decisions (including personnel selection, evaluation, disciplinary measures). The Customer is responsible for consulting qualified lawyers, accountants and HR experts and for testing AI output against GDPR Art. 22 (automated decision-making) and EU AI Act high-risk requirements. All advice and decisions outside the ICT scope remain fully at the Customer's risk.

14.5 HR-related AI agents

If the Customer deploys an AI agent for HR processes (vacancy screening, candidate selection, performance evaluation), the Customer acknowledges that these applications fall under EU AI Act Annex III (high-risk) and must comply with GDPR Art. 22. AI output may not be the sole basis for HR decisions; human intervention is required. The Customer is responsible for conformity assessments, impact assessments, monitoring and documentation. The Customer indemnifies AI Agent for all claims arising from violation of GDPR Art. 22 or EU AI Act high-risk requirements, including discrimination claims from applicants or employees.

14.6 Accounting AI agents

When deploying an accounting AI agent, AI output is assistance, not a replacement for qualified accounting expertise. The Customer is responsible for having all AI-generated transactions and categorizations reviewed by a qualified bookkeeper or accountant. AI Agent is not liable for tax consequences, fines, interest costs or back payments resulting from AI errors.

These terms apply to all implementation services provided by AI Agent. You may not use our services or the AI agents we configure for:

• Sending spam, phishing or unsolicited commercial messages via the AI agent
• Hosting, distributing or generating illegal content or malware
• Infringement of copyrights or intellectual property of third parties
• Activities that violate Dutch or EU law, including the GDPR and the EU AI Act

Upon (suspected) misuse, we may suspend or terminate our implementation services and any ongoing support without prior notice. No refund upon termination due to misuse.

Our implementation services are provided on a project basis for business customers (B2B). The statutory right of withdrawal for consumers (art. 6:230o of the Dutch Civil Code) does not apply to B2B agreements.

In the event a consumer does nevertheless enter into an agreement with us: the service is provided fully according to the Customer's specifications. By agreeing to the order confirmation, you explicitly consent to the immediate commencement of the service and waive your right of withdrawal under art. 6:230p paragraph 1 sub f of the Dutch Civil Code (services performed to customer specification).

Cancellation before work commences is free of charge, provided it is notified in writing by email to hello@aiagent.nl. For cancellation after work has commenced and for refunds of installments already paid, the terms in sections 6.4 and 6.5 apply.

The Customer is responsible for securing SSH keys, API keys and other means of access to their own infrastructure. AI Agent is not liable for damages resulting from unauthorized access due to insufficient security on the Customer's side.

The Customer must notify AI Agent as soon as possible, and in any event within 24 hours of discovery, of any suspected unauthorized access to the infrastructure, data breaches involving personal data, or misuse of API keys. This short window is necessary because AI Agent's cyber insurance requires 72-hour notification to the insurer, and GDPR Art. 33 also mandates 72-hour notification to the Dutch Data Protection Authority. An internal margin of approximately 48 hours allows AI Agent to conduct timely triage and meet both notification deadlines. Failure by the Customer to meet this notification period may result in loss of insurance coverage.

The Customer indemnifies AI Agent against all third-party claims arising from or related to:

• The Customer's use of the AI agent and AI model output, including inaccuracy or inappropriateness of AI output
• Breach of these terms or the Acceptable Use Policy by the Customer
• Copyright, trademark or patent claims arising from AI-generated content
• Content generated, stored or distributed by the Customer or the AI agent
• Violation of GDPR (particularly Art. 22), EU AI Act or labor law (discrimination, wrongful termination) by the Customer
• Tax consequences of AI accounting output
• Security incidents on the Customer's infrastructure
• Errors, costs or service interruptions from external AI providers (Anthropic, OpenAI, Google, Mistral)

The Customer agrees not to hold AI Agent liable without prior consultation with our insurer, not to offer damages settlements to third parties without our consent, and to fully cooperate in the defense of claims. Breach may result in loss of insurance coverage.

Use of AI Agent's services is restricted to persons aged 18 or older. By engaging us with an assignment, the Customer confirms they are at least 18 years of age.

Agreements are non-transferable to third parties without prior written consent from AI Agent.

Both parties shall treat confidential information received in the context of the assignment or agreement as confidential. This obligation continues after termination of the agreement.

We process personal data in accordance with the GDPR. Our full privacy policy can be found on the privacy policy page.

The following Data Processing Agreement (DPA) applies to all Services where AI Agent B.V. processes personal data on behalf of the Customer. By using the Services, the Customer agrees to the terms of this DPA.

We are not liable for failing to meet our obligations due to circumstances beyond our reasonable control, including outages at infrastructure providers (Hetzner, Supabase, Vercel, Resend), power failures, natural disasters or government measures.

In the event of force majeure lasting more than 30 days, either party has the right to terminate the agreement in writing, without obligation to pay damages.

23.1 Choice of law and forum

These terms are governed by the laws of the Netherlands. Disputes shall be submitted to the competent court in the Netherlands.

23.2 Territorial scope

AI Agent operates exclusively under Dutch law and Dutch jurisdiction. Services and agreements are governed by Dutch law, disputes are resolved by the competent Dutch court. AI Agent does not provide services or coverage for claims arising in the United States or Canada. The Customer is responsible for compliance with local laws in non-Dutch jurisdictions.

If any provision of these terms is found to be void or voidable, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall apply that approximates the purpose and intent of the original provision as closely as possible.

These terms and conditions, together with the quotation or order confirmation, constitute the entire agreement between the parties. Any prior oral or written agreements that conflict with these terms shall lapse.

Do you have questions about these terms? Contact us:

• Company: AI Agent B.V.
• Chamber of Commerce (KvK): 99763842
• Address: Beethovenstraat 669, 1083 HK Amsterdam, the Netherlands
• Email: hello@aiagent.nl