General terms and conditions of UnifyAI B.V.

Version 2026-06, effective from 1 June 2026.

This is a courtesy translation. The Dutch version is the legally binding text; if the two differ, the Dutch version prevails.

UnifyAI B.V. is registered with the Dutch Chamber of Commerce under number 42090796 and can be reached at connect@unify-ai.nl. Where "we" or "UnifyAI" is used below, it means UnifyAI B.V.; "you" or "client" means the party that enters into an agreement with us.

1. Scope

1. These terms apply to every offer, quote and agreement between UnifyAI and a client, unless we agree otherwise in writing.
2. Purchase or other terms of the client do not apply, unless UnifyAI has expressly accepted them in writing.
3. If a provision of these terms is void or voidable, the other provisions remain in force. The void provision is replaced by a provision that comes as close as possible to its intent.

2. Offer and quote

1. A quote is valid for thirty days, unless it states a different period. After that, UnifyAI may withdraw or change the offer.
2. Prices are in euros and exclude VAT, unless stated otherwise.
3. A quote is based on the information the client has provided. If that information turns out to be incomplete or incorrect, UnifyAI may adjust the quote.
4. A composite quote does not oblige UnifyAI to deliver part of it for a proportionate part of the price.

3. How an agreement is formed

1. An agreement is formed as soon as the client accepts the proposal: through the accept button on the personal client page, by signing the quote, or because UnifyAI starts the work at the client's request.
2. When the client accepts through the client page, UnifyAI records the name and email address of the person who accepted, together with the time and the components selected at that moment. That record serves as proof of acceptance.
3. The client warrants that the person who accepts is authorised to do so.

4. What we do and how

1. UnifyAI carries out assignments to the best of its knowledge and ability. Our obligation is an obligation of effort, not of result, unless we have expressly promised a specific result in writing.
2. UnifyAI may carry out the assignment in phases and invoice per phase. A next phase starts after the previous one has been delivered, unless agreed otherwise.
3. UnifyAI works with a network of independent professionals who work under the UnifyAI name. UnifyAI remains the contracting party and the point of contact for the client, even when a network member does the work.
4. Stated deadlines are indicative. Exceeding them gives no right to damages or termination, unless the delay is attributable to UnifyAI and so serious that the client cannot reasonably be expected to keep the agreement in place.

5. What we need from the client

1. The client ensures that UnifyAI has, in good time, all data, access, systems and cooperation needed for the work. The client page states what that is and when.
2. Delay caused by their absence is at the client's expense. UnifyAI may then adjust the planning and charge the extra costs.
3. The client appoints one point of contact who is authorised to take decisions about the assignment.

6. AI applications

1. An AI agent or automation that UnifyAI builds works with third-party models and the client's data. The output of such systems can contain errors. UnifyAI sets up the solution so that a person can check and correct the output, and the client remains responsible for decisions taken on the basis of that output.
2. UnifyAI does not guarantee that an AI application is error-free, uninterrupted or suitable for every purpose. We do agree at delivery which checks and measuring points apply, and we keep following them during the maintenance period.
3. If the client has personal data processed, the parties conclude a data processing agreement before the start. UnifyAI does not process personal data outside that agreement. Where possible, personal data is anonymised before it goes to a language model.
4. The client ensures that use of the data it supplies is permitted, and indemnifies UnifyAI against third-party claims on that point.
5. UnifyAI uses third-party language models, such as Anthropic and OpenAI, some of which are based outside the European Economic Area. Which sub-processors are involved, and on what basis data is processed outside the EEA, is stated in the data processing agreement.
6. The UnifyAI Agent on the website and what it produces, such as the AI advisory report, an AI scan or an agent design, are free of charge and non-binding. It is a first estimate based on what the visitor tells it and what can be found publicly, not advice that can be relied on without further discussion. No agreement is formed by it; that only happens under article 3.

7. Hosting, maintenance and ongoing services

1. Hosting, maintenance and other ongoing services are taken per month or per year, as stated in the proposal, and continue until cancelled.
2. Either party can cancel an ongoing service with one month's notice, effective at the end of the current period. Prepaid amounts for an annual service are not refunded, unless UnifyAI ends the service.
3. UnifyAI may adjust the rates of ongoing services annually and announces this at least two months in advance. An increase of more than ten percent gives the client the right to cancel as of the effective date.
4. Costs of third-party services (such as AI models, cloud platforms and licences) that UnifyAI takes on behalf of the client are passed on at actual cost, unless agreed otherwise.
5. The price for hosting and maintenance per agent assumes normal use, as described in the proposal or the SLA. UnifyAI monitors usage costs. If usage threatens to structurally exceed that limit, UnifyAI reports this in advance and the parties agree together whether usage is limited or the extra costs are passed on.
6. Hosting can be with UnifyAI or in the client's own environment. If the client hosts it themselves, they are responsible for the availability, security and costs of that environment, and article 12 also applies to failures in it.
7. For an ongoing service, UnifyAI responds to a report within four hours during office hours (working days from 9:00 to 17:00). That is a response time, not a resolution time. Further agreements on availability and resolution times are in the SLA; in case of conflict the SLA prevails.

8. Prices and payment

1. One-off work is invoiced according to the proposal: a deposit on assignment if the quote states one, the remainder on delivery or per phase.
2. Invoices are paid within fourteen days of the invoice date, unless the invoice states a different period.
3. If the payment period is exceeded, the client owes the statutory commercial interest and reasonable collection costs without notice of default. UnifyAI may suspend work and ongoing services as long as an invoice is outstanding.
4. Objections to an invoice must be reported in writing within fourteen days of the invoice date and do not suspend payment.
5. Additional work that the client requests, or that is needed because of incorrect or changed assumptions, is reported in advance and carried out at the applicable hourly rate or an agreed price.

9. Intellectual property and right of use

1. All rights to methods, templates, the technical foundation, reusable components and knowledge that UnifyAI brings in or develops during the assignment remain with UnifyAI.
2. After full payment of the build, the client receives a perpetual, non-exclusive right to use the solution built for them, to adapt it and have it adapted, for their own business operations. That right remains if an ongoing service ends, and passes to a legal successor of the client.
3. What UnifyAI builds for the client is fully transferable. On request, UnifyAI delivers in a common format the configurations, workflows, prompts, process descriptions and data prepared specifically for and with the client. The client may continue the solution themselves or have someone else host and manage it. Components under paragraph 1 remain UnifyAI's property, but fall under the right of use in paragraph 2 for that solution.
4. A third-party platform or service on which the solution runs (such as an automation platform or AI model) is not covered by this transfer; the terms of that third party apply.
5. UnifyAI may use the client's name and logo and a short, non-confidential description of the assignment as a reference, unless the client objects in writing.

10. Confidentiality

1. The parties keep all confidential information of the other party secret and use it only to carry out the agreement. This also applies to UnifyAI's network members, who are obliged to do so.
2. This obligation continues after the agreement ends.

11. Liability

1. UnifyAI's liability is limited to direct damage and to the amount the client has paid for the assignment in question in the twelve months before the event that caused the damage, with a maximum of 25,000 euros.
2. UnifyAI is not liable for indirect damage, including lost profit, missed savings, loss of data and damage from business interruption, nor for damage resulting from decisions taken on the basis of the output of an AI application without the agreed human check.
3. The limitations do not apply in case of intent or deliberate recklessness on the part of UnifyAI.
4. A claim lapses if the client has not reported the damage in writing within two months of discovering it, and in any case one year after delivery of the phase in question.

12. Force majeure

1. In case of force majeure, including failures at hosting partners and AI model suppliers, internet outages, illness of the professional carrying out the work and government measures, UnifyAI's obligations are suspended for as long as the force majeure lasts.
2. If the force majeure lasts longer than sixty days, either party may terminate the agreement for the part not yet carried out, without damages on either side.

13. Term and termination

1. An assignment for one-off work ends with delivery of the last phase. Ongoing services end by cancellation under article 7.
2. Either party may terminate the agreement with immediate effect if the other, after written notice of default with a reasonable period, fails to meet a material obligation, or if the other goes bankrupt, applies for suspension of payments or ceases its business.
3. On termination, work performed up to then remains payable. UnifyAI cooperates in an orderly handover of data and configurations, at the applicable hourly rate if the termination is not attributable to UnifyAI.
4. After the agreement has ended and the handover is complete, UnifyAI deletes the client's data within sixty days, unless a statutory retention obligation applies, such as for bookkeeping. On request, UnifyAI confirms the deletion in writing.

14. Changes and governing law

1. UnifyAI may change these terms. For existing agreements, the terms in force at acceptance apply; the version is stated on the client page and in the quote.
2. Dutch law applies to every agreement. Disputes are first resolved through consultation; if that fails, the court in the district where UnifyAI is established has jurisdiction.