General Terms and Conditions

Version 1.0 — February 2026 · Chamber of Commerce (KvK) 98980815

Article 1 — Definitions

  1. Service Provider: Ramzi Bergman, trading as Agent Flows, registered in the Netherlands, Chamber of Commerce (KvK) 98980815.
  2. Client: The natural or legal person entering into an agreement with the Service Provider.
  3. Agreement: The written agreement (scope document) between the Service Provider and the Client.
  4. Deliverables: The specific products, code, integrations, reports, or other results as described in the scope document.

Article 2 — Applicability

  1. These terms apply to all offers, quotations, and agreements from Agent Flows.
  2. Deviations are only valid if agreed upon in writing.
  3. Any purchase or other terms of the Client are expressly rejected.

Article 3 — Quotations and Agreements

  1. All quotations are non-binding and valid for 30 days, unless otherwise stated.
  2. An agreement is concluded upon written confirmation by both parties (email suffices).
  3. Each agreement contains at minimum: description of deliverables, fixed price, estimated timeline, and scope definition.

Article 4 — Pricing and Payment

  1. All prices are exclusive of VAT (applicable rate per country), unless otherwise stated.
  2. Payment terms:
    • Up to €5,000: 100% upon delivery, payment term 14 days.
    • €5,000 - €10,000: 50% upfront, 50% upon delivery, payment term 14 days.
    • Above €10,000: 40% upfront, 30% at interim delivery, 30% upon final delivery.
  3. In case of late payment, the Client is in default by operation of law. After 14 days, statutory commercial interest will be charged.
  4. In case of payment arrears exceeding 30 days, the Service Provider reserves the right to suspend work.

Article 5 — Execution and Delivery

  1. The Service Provider executes the project to the best of their knowledge and ability.
  2. Stated timelines are indicative, unless explicitly agreed as a deadline.
  3. Delivery includes: transfer of code/files via secure channel, walkthrough/demo, and documentation.
  4. The Client has 7 business days after delivery to report defects.
  5. Defects within scope will be corrected free of charge within 14 days.

Article 6 — Changes (Change Requests)

  1. Changes after approval of the scope document constitute additional work.
  2. Additional work is only executed after written approval of the price estimate.
  3. The Service Provider is not obligated to accept additional work.

Article 7 — Intellectual Property

  1. Upon full payment, all rights to the deliverables are transferred to the Client.
  2. The Service Provider retains the right to reuse generic components and methodologies.
  3. The Service Provider may reference the project (without confidential details), unless written objection is received.

Article 8 — Confidentiality

  1. Both parties commit to confidentiality of confidential information.
  2. This obligation applies during and up to 2 years after completion of the project.

Article 9 — Liability

  1. Liability is limited to the amount paid for the project.
  2. Not liable for: indirect damages, consequential damages, lost profits, damages due to incorrect information from the Client, or third-party failures.
  3. The Client indemnifies the Service Provider against third-party claims.

Article 10 — Post-Delivery Support

  1. 2 weeks of bug-fix support included (within original scope).
  2. Thereafter: hourly rate of €125/hour (excl. VAT) or retainer by agreement.
  3. New functionality constitutes additional work (Article 6).

Article 11 — Termination

  1. The Client may terminate early: work already performed will be invoiced based on time spent (€125/hour).
  2. The Service Provider may terminate in case of: payment arrears >30 days, repeated failure to meet agreements, or force majeure.

Article 12 — Force Majeure

  1. Not liable in case of force majeure (illness, third-party failures, government measures).
  2. In case of force majeure >30 days: both parties may dissolve the agreement.

Article 13 — Privacy and Data Processing

  1. When processing personal data: a separate Data Processing Agreement (DPA) applies.
  2. Data is processed exclusively for the purpose of the project.
  3. Upon completion: project data is deleted within 30 days.

Article 14 — Governing Law

  1. Dutch law applies to all agreements.
  2. Disputes are preferably resolved through mutual consultation.
  3. Otherwise: the competent court in the district of the Service Provider's place of business.