Terms & Conditions

Valid from: March 2026

Article 1. Definitions and Applicability

1.1 Aergent: Aergent B.V., located in Amsterdam, builder of custom B2B SaaS and workflow optimizations.
1.2 Client: The natural or legal person (B2B) who enters into an Agreement with Aergent.
1.3 SaaS (Software as a Service): Making available and maintaining the applications developed by or on behalf of the Client via the internet by Aergent.
1.4 These Terms and Conditions apply to all offers, proposals, and Agreements concerning development, implementation, and SaaS hosting maintenance realized by Aergent.

Article 2. Offers, Formation and Duration

2.1 All offers from Aergent - including the results of the initial AI Audit - are non-binding and serve as an invitation to enter into an Agreement.
2.2 An Agreement is established as soon as the Client gives a digital or written approval on the project proposal.
2.3 SaaS subscriptions (phase 3: maintenance and hosting) are entered into for an initial period of twelve (12) months, after which they are tacitly renewed for an indefinite period, with a notice period of two (2) months.

Article 3. Development & Custom Applications

3.1 Aergent will endeavor to design, develop, and implement the software with care in accordance with best practices in the industry (including React and robust API architecture).
3.2 Because we build based on a 1-click philosophy, Aergent reserves the right to propose efficiency changes to the UI/UX during the build phase, provided this does not impede the functional goal.
3.3 Unless expressly agreed otherwise (e.g., via Escrow), Aergent retains the intellectual property on the underlying frameworks and source code. The Client obtains an exclusive, non-transferable right of use for as long as the SaaS agreement is in force.

Article 4. Uptime, SLA and Maintenance

4.1 Aergent aims for a minimum uptime of 99.9% for all our SaaS installations.
4.2 Preventive maintenance is carried out as much as possible outside regular business hours (CET). We communicate planned downtime at least 48 hours in advance.
4.3 The response time for urgent disruptions (Prio 1: Complete application offline) is standard 4 hours during working days, unless stipulated otherwise in an SLA.

Article 5. Liability and Force Majeure

5.1 Aergent is exclusively liable for direct damage resulting from gross negligence. Liability for indirect damage - including lost profits, data loss, or consequential damage - is excluded at all times.
5.2 Total liability is capped at all times to the invoice amount of the license and hosting costs of the last six (6) months prior to the incident.
5.3 Aergent is not liable in case of force majeure, including: DDOS attacks, outages at cloud providers, and changes in third-party APIs (such as CRM or ERP systems) causing a connection to break.

Article 6. Payment and Rates

6.1 Invoicing of the development phase is done in installments (e.g., 30% at start, 40% at beta, 30% at go-live).
6.2 SaaS and hosting costs are invoiced monthly or quarterly in advance.
6.3 Payment term is strictly 14 days after invoice date. In case of exceeding this term, statutory commercial interest is immediately due, and Aergent reserves the right, after one reminder, to temporarily freeze the SaaS platform.