General Terms and Conditions Axiom Cognition

• Subscription Services: The recurring SaaS (Software as a Service) solutions provided via the Agency's third-party platform, including packages such as "The Review Magnet," "Lead Generator," "Hands-Free Customer Service," and "Business Autopilot."
• Custom Services: Bespoke engineering and automation projects, including custom n8n workflows, API integrations, and specialized data architecture.
• Usage Fees: Variable costs incurred by the Client's usage of the system, including but not limited to SMS segments, Email sends, WhatsApp conversations, AI Content/Conversation credits, and Phone Number rentals.
• Agency IP: The proprietary methodology, logic, workflows, platform snapshots, prompt engineering scripts, and automations developed by the Agency.
• Client Data: The raw contact lists, customer information, and specific brand assets provided by the Client.

2.1. These Terms apply to all offers, proposals, and agreements. Deviations are only valid if agreed upon in writing.

2.2. The applicability of any purchase conditions or other terms from the Client is expressly rejected.

Hybrid Billing Model: The Client acknowledges that the total monthly cost consists of two components:

• Fixed Subscription Fee: Covers the license to access the software platform and general support (e.g., €97/mo, €197/mo, €297/mo, €397/mo).
• Variable Usage Wallet: Covers the consumption of telecommunication and AI resources.

Package Upgrades: When upgrading to a higher service tier, the Client only pays the difference between the original Setup Fee and the new tier's Setup Fee. The new Monthly Subscription Fee applies from the next billing cycle.

VAT (BTW): All prices quoted are exclusive of Value Added Tax (BTW). VAT will be added at the applicable Dutch rate (currently 21%) on all invoices.

Excluded from Subscription: The Fixed Subscription Fee does NOT include the costs for:

• Telephony (SMS, MMS, Call Minutes, Number Rental)
• Email Transport (Mailgun/LC Email charges)
• Premium Integrations (WhatsApp API, WordPress Hosting, Yext/SEO Listings)
• Artificial Intelligence (Content AI, Conversation AI, Workflow AI)

Rebilling Rates: The Client acknowledges that the Agency acts as a reseller for these third-party services. The Agency applies a service surcharge to the wholesale cost of these services to cover infrastructure maintenance, compliance management (A2P 10DLC), and support.

Wallet System: The Client must maintain a valid credit card on file which acts as a pre-paid "Wallet" for usage. The Agency reserves the right to auto-recharge this Wallet when the balance falls below a set threshold (e.g., €10.00).

Rate Fluctuations: Usage rates are subject to change based on upstream provider (Twilio, OpenAI) pricing. Current rates are visible within the Agency Dashboard under Settings > Billing.

Direct Debit: All fees are collected automatically via Stripe.

Late Fees: In the event of late payment, the Client is liable for statutory commercial interest (wettelijke handelsrente) and collection costs.

Probabilistic Nature: The Client acknowledges that Artificial Intelligence (LLMs, Voice AI, Chatbots) is probabilistic, not deterministic. The Agency cannot guarantee 100% accuracy in AI-generated responses.

• AI agents providing incorrect information, pricing, or promises to end-customers.
• "Hallucinations" or offensive content generated by the AI.
• AI agents booking appointments at incorrect times.

Human Oversight: The Client is responsible for periodically reviewing AI interactions. The Agency provides the tool, but the Client retains responsibility for the output.

Third-Party Dependency: The Services rely on APIs from third parties (e.g., Meta, OpenAI, Twilio, Google). The Agency is not liable for disruptions caused by API changes, downtime, or bans imposed by these third parties (Overmacht).

"API Breakage": If a third-party API changes its protocol, requiring a rebuild of Custom n8n Workflows, this remedial work is billable at the Agency's standard hourly rate, unless covered by a specific Maintenance Agreement.

Client Data: The Client retains full ownership of their customer lists and brand assets.

Agency IP (The "Lease" Model): The Agency retains full ownership of all:

• Platform Snapshots (funnel designs, automation logic)
• n8n Workflow Schematics and JavaScript code
• Custom AI Prompts and System Instructions

License: During the term of the Agreement, the Client is granted a non-exclusive, non-transferable license to use the Agency IP.

Scope of Work (SOW): Custom Services are defined in a separate SOW. Any request outside the SOW is considered a Change Request and is billable.

Acceptance & Warranty: Upon delivery of a Custom Workflow, the Client has a 14-day Testing Period. If no errors are reported within 14 days, the project is deemed accepted.

To the extent permitted by Dutch law, the Agency's total liability is limited to the amount of Subscription Fees paid by the Client in the three (3) months preceding the event causing the damage. Indirect damages (gevolgschade) are expressly excluded.

These Terms are governed by the laws of The Netherlands.

Disputes shall be submitted exclusively to the competent court of Midden-Nederland.