General Terms and Conditions

E-mail: stijn@agenticsolutions.nl
Website: agenticsolutions.nl

Definitions

1. Agentic Solutions: the sole proprietorship (eenmanszaak) of Stijn Smits, established in Delft, registered with the Dutch Chamber of Commerce (KvK) no. 95487182, providing technology solutions and consulting.

2. Customer: the party with whom Agentic Solutions enters into an agreement.

3. Parties: Agentic Solutions and Customer together.

4. Consumer: a Customer who is a natural person acting outside a trade, business, or profession.

5. Business Customer: any Customer that is not a Consumer.
   
   

Applicability

1. These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of technology services, software development, consulting, or products by or on behalf of Agentic Solutions.

2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
   
   

Offers and quotations

1. Offers and quotations from Agentic Solutions are without obligation, unless expressly stated otherwise.

2. An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another acceptance period is stated.

3. If the customer does not accept within the applicable time frame, the offer or quotation lapses.

4. Offers and quotations do not apply to repeated orders, unless agreed explicitly and in writing.
   
   

Acceptance

1. Upon acceptance of a non-binding quotation or offer, Agentic Solutions may withdraw within 3 days after receipt of the acceptance, without obligations towards the customer.

2. Verbal acceptance only commits Agentic Solutions after written (or electronic) confirmation by the customer.
   
   

Prices

1. All prices are in euros, exclusive of VAT and other costs such as administration, levies, and travel expenses, unless stated otherwise.

2. Agentic Solutions may adjust all prices for its services or products at any time.

3. Prices for technology services and consulting are based on actual working hours.

4. The price is calculated according to the usual hourly rates valid during performance, unless a different rate has been agreed.

5. A total price is a target price unless the parties explicitly agree in writing on a fixed price.

6. Agentic Solutions may deviate up to 10% from the target price.

7. If the target price will exceed 10%, Agentic Solutions informs the customer in due time with justification.

8. If the target price exceeds 10%, the customer may cancel the part of the order exceeding that 10%.

9. Prices may be adjusted annually.

10. Price adjustments are communicated before taking effect.

11. A Consumer may terminate the contract if not agreeing with a consumer price increase.
    
    

Payments and payment term

1. Invoices are payable within 14 days after the invoice date (Business Customers) or within 14 days after receipt of the invoice (Consumers).

2. After the due date, Business Customers owe the statutory commercial interest (wettelijke handelsrente). Consumers owe the statutory interest (wettelijke rente).

3. Extrajudicial collection costs follow the “Besluit vergoeding voor buitengerechtelijke incassokosten.” For consumers, such costs are only due after a one-time 14-day WIK reminder that meets legal requirements.

4. Agentic Solutions may suspend performance or require security if reasonable payment risks exist.

Suspension of obligations by the customer

Business Customers waive the right to suspend the fulfillment of any obligation arising from this agreement, except to the extent prohibited by mandatory law. Consumers retain all statutory suspension rights.

Settlement

Business Customers may not set off any debt to Agentic Solutions against any claim on Agentic Solutions, except for claims that are undisputed or finally adjudicated. Consumers retain all statutory set-off rights.

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion, and water damage as well as theft:

   • deliverables necessary for the execution of the underlying agreement

   • property of Agentic Solutions that is present at the premises of the customer

   • items delivered under retention of title

2. At the first request of Agentic Solutions, the customer provides the relevant insurance policy for inspection.

Guarantee

When technology services are included, these services constitute best-efforts obligations, not obligations of result.

Performance of the agreement

1. Agentic Solutions executes the agreement to the best of its knowledge and ability and in accordance with good workmanship and current technology standards.

2. Agentic Solutions may have services (partially) performed by third parties.

3. Execution takes place after mutual written agreement and payment of any agreed advance.

4. The customer is responsible for enabling a timely start.

5. If the customer fails to enable a timely start, additional costs and/or extra hours will be charged.

Duty to inform by the customer

1. The customer shall provide all information, data, and documents relevant to correct execution in time and in the desired format and manner.

2. The customer guarantees correctness, completeness, and reliability of such information, including that originating from third parties, unless the nature of the agreement indicates otherwise.

3. On request, Agentic Solutions will return relevant documents.

4. If information is not provided timely and properly and execution is delayed, additional costs and extra hours will be charged.
   
   

Intellectual property

1. Pre-existing materials, tools, libraries, know-how, and templates of Agentic Solutions remain its property. Open-source components are licensed under their respective licenses.

2. Upon full payment, the customer receives a perpetual, worldwide, non-exclusive, non-transferable license to use the deliverables for its internal business purposes.

3. If the parties agree in writing on an assignment (“buy-out”), Agentic Solutions assigns the IP in the specified deliverables upon full payment, while retaining rights to its pre-existing materials and generic know-how.

4. Agentic Solutions may reuse general ideas, skills, and know-how developed during the engagement.
   
   

Contractual penalty

1. For a willful or grossly negligent breach of confidentiality or IP by a Business Customer, the customer owes a penalty of €2,500 per breach plus €250 per day the breach continues, up to a maximum of €25,000, without prejudice to the right to full damages.

2. For consumers, no contractual penalty applies; statutory remedies only.

3. Any penalty is subject to judicial moderation under article 6:94 BW.
   
   

Indemnity

The customer indemnifies Agentic Solutions against third-party claims only insofar as such claims result from: (a) materials, data, or instructions provided by the customer; or (b) the customer’s breach of this agreement or applicable law. For consumers, this indemnity applies only to the extent permitted by mandatory law.

Complaints

1. The customer must examine a delivered product or service as soon as possible for possible shortcomings.

2. If a product or service does not comply with what the customer could reasonably expect, the customer must inform Agentic Solutions as soon as possible, but in any case within 1 month after discovery.

3. Consumers must inform Agentic Solutions within 2 months after discovery.

4. The customer gives a detailed description of the shortcomings to enable an adequate response.

5. The customer must demonstrate that the complaint relates to an agreement between the parties.

6. If a complaint relates to ongoing work, it cannot oblige Agentic Solutions to perform work other than agreed.
   
   

Giving notice

1. Any notice of default must be provided to Agentic Solutions in writing.

2. The customer is responsible for timely receipt by Agentic Solutions.
   
   

Joint and several client liabilities

If Agentic Solutions enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts due under that agreement.

Liability of Agentic Solutions

1. Liability is limited to direct damages caused by an attributable breach. Indirect damages (consequential loss, lost profit, lost savings, data loss, or third-party damage) are excluded to the extent permitted by law.

2. Aggregate liability per calendar year is capped at the higher of (i) the fees paid or payable for the Services that gave rise to the claim in the 12 months preceding the event, or (ii) €100,000; covered first by available insurance proceeds.

3. The cap and exclusions do not apply to: (a) death or personal injury; (b) intent or gross negligence (opzet of grove schuld); (c) infringement of third-party IP caused by the Services; (d) breach of confidentiality.

4. Nothing limits statutory product liability or other non-waivable rights.
   
   

Limitation periods

1. Any claim by a Business Customer expires 24 months after the customer became aware, or reasonably should have become aware, of the event giving rise to the claim.

2. For consumers, statutory limitation and complaint periods apply (including article 6:89 BW).
   
   

Dissolution

1. The customer may dissolve the agreement if Agentic Solutions imputably fails to fulfill its obligations, unless the shortcoming does not justify termination due to its nature or minor significance.

2. If fulfillment is not permanently or temporarily possible, dissolution can only take place after Agentic Solutions is in default.

3. Agentic Solutions may dissolve if the customer does not fully or timely fulfill obligations or if there are good grounds to fear improper fulfillment.
   
   

Force majeure

1. In addition to article 6:75 Dutch Civil Code, a shortcoming cannot be attributed to Agentic Solutions in any situation independent of its will that prevents fulfillment in whole or in part or makes fulfillment unreasonable.

2. Force majeure includes, without limitation: state of emergency; defaults and force majeure of suppliers or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses; strikes; government measures; unforeseen transport problems; bad weather; and work stoppages.

3. Obligations are suspended during force majeure.

4. If force majeure lasts at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.

5. No damages are owed in a situation of force majeure.

Modification of the agreement

If after conclusion and before implementation it appears necessary to change or supplement contents, the parties shall timely and in mutual consultation adjust the agreement.

Changes in the general terms and conditions

1. Agentic Solutions may amend or supplement these terms and conditions.

2. Changes of minor importance can be made at any time.

3. Major changes will be discussed with the customer in advance as much as possible.

4. Consumers may cancel the agreement in the event of a substantial change.

Transfer of rights

1. The customer cannot transfer rights arising from an agreement with Agentic Solutions to third parties without prior written consent of Agentic Solutions.

2. This provision has property-law effect as referred to in section 3:83(2) Dutch Civil Code.

Consequences of nullity or annullability

1. If one or more provisions prove null or annullable, this does not affect the other provisions.

2. Such a provision will be replaced by a provision that comes closest to what Agentic Solutions intended.

Applicable law and competent court

Dutch law governs, excluding its conflict rules.
For Business Customers, disputes are submitted exclusively to the competent court of The Hague, Netherlands.
Consumers may bring claims before the court competent under mandatory consumer law.

Drawn up on 19 August 2024, modified on 24 September 2025.