algemene voorwaarden.

1.1 “Digital Employee” means a named, role-specific AI agent developed by UNIT2 (trade name of RC Dock UMS B.V.) and made commercially available through Agentstad.nl for the purpose of performing defined business tasks autonomously, subject to Human-in-the-Loop oversight.

1.2 “Service Agreement” means the specific order document or online order form specifying which Digital Employee(s) the Client rents, the applicable pricing, the Effective Date, and any special conditions.

1.3 “Service” means the provision, deployment, operation, maintenance, and monitoring of one or more Digital Employees on UNIT2 infrastructure for the benefit of the Client.

1.4 “Trial Period” means the first three (3) consecutive months of any new Service Agreement, during which the Client may terminate the agreement in accordance with Article 3.

1.5 “Monthly Fee” means the recurring monthly rental fee for a Digital Employee as specified in the Service Agreement, payable in advance.

1.6 “Setup Fee” means the one-time onboarding and configuration fee equal to one (1) month's Monthly Fee, payable before activation.

1.7 “Human-in-the-Loop” (“HITL”) means the mandatory human review and approval step required before certain actions are executed by a Digital Employee.

1.8 “Instructions for Use” means the documentation provided by Agentstad describing the capabilities, limitations, intended purpose, prohibited uses, and required oversight for each Digital Employee.

1.9 “AI Overseer” means the natural person designated by the Client who has the competence, training, and authority to oversee the Digital Employee's operations, as required by the EU AI Act Article 14.

1.10 “Infrastructure” means the UNIT2-operated servers, GPU clusters, databases, and network infrastructure located in the Netherlands on which the Digital Employees operate.

2.1 Agentstad provides the Client with access to one or more Digital Employees, each performing defined business tasks as described in their respective profile and Instructions for Use.

2.2 Digital Employees operate entirely on UNIT2 Infrastructure in the Netherlands. All AI models, databases, and processing run locally within the UNIT2 environment. No client data is transmitted to external third-party AI providers or cloud services outside the UNIT2 infrastructure.

2.3 Each Digital Employee is a sovereign AI agent — not a human employee. The Client acknowledges that Digital Employees are artificial intelligence systems and do not have legal personality, employment rights, or human characteristics.

2.4 Agentstad will deploy, operate, maintain, and monitor the Digital Employee(s) for the duration of the agreement, including software updates, model improvements, security patches, and infrastructure maintenance.

2.5 The Service constitutes a reasonable efforts obligation (inspanningsverplichting) under Dutch law, not an obligation of result (resultaatsverplichting).

2.6 The Digital Employee is provided on a non-exclusive, non-transferable basis.

3.1 The Service Agreement has an initial term of twelve (12) months (“Initial Term”).

3.2 The first three (3) months constitute the Trial Period.

3.3 During the Trial Period, the Client may terminate for any reason by providing written notice at least fourteen (14) calendar days before the end of the third month.

3.4 If terminated during the Trial Period, the Client is not liable for Monthly Fees beyond the Trial Period. The Setup Fee is non-refundable.

3.5 If not terminated during Trial Period, the agreement continues for the remainder of the Initial Term.

3.6 After the Initial Term, the agreement automatically renews for successive periods of twelve (12) months, unless either party provides written notice of non-renewal at least three (3) months before the end of the current term.

3.7 Agentstad will send a renewal reminder at least four (4) months before the end of the current term.

3.8 After automatic renewal, the Client may terminate at any time with one (1) month's written notice.

4.1 The Monthly Fee is payable monthly in advance, on or before the first business day of each calendar month.

4.2 A one-time Setup Fee equal to one (1) month's Monthly Fee is payable before activation.

4.3 The Setup Fee is non-refundable.

4.4 All fees are exclusive of VAT (BTW) at the statutory rate (currently 21%).

4.5 Payment is due within fourteen (14) calendar days of the invoice date.

4.6 Late payment may incur statutory commercial interest plus reasonable collection costs.

4.7 Agentstad may suspend the Service if any invoice remains unpaid for more than thirty (30) days.

4.8 Agentstad may adjust the Monthly Fee once per year with at least three (3) months' written notice. Price increases are limited to the greater of CPI or ten percent (10%).

5.1 The Client must designate at least one (1) qualified AI Overseer for each Digital Employee.

5.2 All outputs with external effects must be reviewed and approved by a qualified human before being actioned. The Human-in-the-Loop mechanism must not be disabled or bypassed.

5.3 The Client must complete the AI literacy onboarding provided by Agentstad.

5.4 The Client shall use each Digital Employee only for the intended purpose.

5.5 Prohibited uses include: autonomous decision-making affecting fundamental rights, recruitment screening without human oversight, credit scoring, law enforcement decisions, and any use classified as “unacceptable risk” under Article 5 of the EU AI Act.

5.6 The Client is responsible for the accuracy and legality of all data provided to the Digital Employee.

5.7 The Client must cooperate with Agentstad's reasonable requests.

5.8 Malfunctions must be reported within twenty-four (24) hours to support@agentstad.nl.

5.9 The Client must inform third parties when they are interacting with an AI agent (EU AI Act Article 50).

6.1 Agentstad will provide the Service with commercially reasonable care and skill.

6.2 All operations on secure, sovereign infrastructure in the Netherlands. No client data leaves the Netherlands.

6.3 Instructions for Use provided for each Digital Employee.

6.4 Hash-chained audit trail maintained for minimum six (6) months.

6.5 Commercially reasonable uptime with 48 hours' maintenance notice.

6.6 Target accuracy of 99%+ on routine tasks. No guarantee of error-free output.

6.7 Prompt notification of material incidents.

7.1 Total aggregate liability shall not exceed the total Monthly Fees paid in the twelve (12) months preceding the event.

7.2 Agentstad shall not be liable for indirect damages, damages from failure to use HITL, damages from inaccurate input data, or damages from prohibited use.

7.3 Limitations do not apply to wilful misconduct or gross negligence.

7.4 The Client is solely liable for decisions made based on approved Digital Employee outputs.

7.5 Each party indemnifies the other against third-party claims from breach of obligations.

8.1 Agentstad acts as a processor; the Client as controller (GDPR). Separate DPA will be concluded.

8.2 Personal data processed only per Client's documented instructions.

8.3 All data stored and processed exclusively on UNIT2 infrastructure in the Netherlands.

8.4 Confidentiality obligations survive termination for two (2) years.

8.5 All intellectual property remains with RC Dock UMS B.V. (KVK 83945857).

9.1 Trial Period termination per Article 3.3.

9.2 Either party may terminate for cause if the other materially breaches (30-day cure period), becomes insolvent, or ceases operations.

9.3 Agentstad may terminate immediately if use violates EU AI Act, poses safety risks, or constitutes prohibited use.

9.4 Upon termination: Digital Employee deactivated within 5 business days, client data deleted within 30 days, audit trail retained as required, outstanding invoices due immediately.

9.5 No refund for the month of termination or remaining months of current term.

10.1 Target: 99.5% monthly uptime (excluding scheduled maintenance).

10.2 Support via support@agentstad.nl, Mon–Fri 09:00–17:00 CET. Response within 1 business day.

10.3 Critical incidents addressed with priority.

11.1 Agentstad complies with its provider obligations under the EU AI Act (Articles 9–17).

11.2 The Client complies with its deployer obligations (Article 26).

11.3 Both parties cooperate for joint compliance.

11.4 Reclassification as high-risk will be communicated with cost implications discussed in advance.

11.5 Immutable, hash-chained audit trail (OceanVault) available for inspection.

12.1 Neither party liable for force majeure events. Prompt notification required.

12.2 If force majeure continues for 60+ days, either party may terminate without liability.

13.1 Governing Law: Dutch law (excluding CISG).

13.2 Disputes: First mediation (NAI), then competent court in Amsterdam.

13.3 Amendment: 30 days' written notice. Client may terminate if objecting to material changes.

13.4 Severability: Invalid provisions replaced with closest valid equivalent.

13.5 Assignment: Requires prior written consent, except for mergers/acquisitions.

13.6 Entire Agreement: Terms + Service Agreement + Instructions for Use + DPA.

13.7 Notices: RC Dock UMS B.V., Dokweg 23-H, 1976 CA IJmuiden. Email: terms@agentstad.nl