General Terms and Conditions

1. Who and what these terms cover

NoManagement B.V., trading as AIOS, Spijkerkade 31, 1021 JS Amsterdam, the Netherlands, KVK number 80968724. You are the business that orders from us ("you").

AIOS is a build-and-release agency. We build and implement acquisition systems, business automations and custom software, including voice agents, database reactivation systems and websites. We also sell products that you install yourself.

These terms apply to every quote, order and agreement between you and us. They have a general part and three modules: A (acquisition and performance marketing), B (build and implementation projects) and C (products you install yourself). A module applies when the quote or order covers that service.

We work for businesses. By ordering you confirm that you order for your profession or business.

If the quote or order says something different from these terms, the quote or order prevails. After that the module applies, then the general part. Your own terms do not apply.

These terms exist in Dutch and English. If they differ, the Dutch text prevails.

2. Quote and order

A quote is valid for the period stated in it. An order exists when you confirm the quote in writing or by email, or when we confirm your order (opdrachtbevestiging).

Price, volume, delivery period and the result or deliverable you buy are set in the quote or order. They prevail over these terms.

We may involve other companies to do the work. We stay responsible for the order.

3. Prices and payment

Prices are in euro and exclude VAT, unless the quote says otherwise. You pay in advance or on invoice, as the quote says.

You pay through Whop's checkout, or by bank transfer to our account, as the quote or invoice says. A checkout payment is processed by Whop, which acts as merchant of record. Whop's checkout terms apply to the payment.

Where you pay in advance, we deliver after we have received the payment.

If you do not pay on time, we may pause our work. You then owe the statutory commercial interest and the collection costs the law allows.

If you disagree with an invoice, tell us in writing within a reasonable time after you receive it.

4. How we work

We do our work with care, as a good professional. We owe our best effort, unless the quote promises a specific result.

Dates and periods in a quote are targets, unless the quote calls them firm. We are in default only after you have given us written notice and a reasonable period to put it right.

You give us what we need in time: information, access, decisions, content and approvals. If that is late, our dates move.

You are responsible for what you give us: information, content, data and the claims you make about your own offer. They must be correct and lawful.

Extra work is agreed in writing and priced in a quote.

5. Intellectual property

• AIOS owns the software and everything else we make, including what we make for you: code, tools, templates, libraries, prompts, methods and know-how. We may use general know-how again for others.
• What you give us stays yours. You allow us to use it for the order.
• Your right to use what we make for you is in module B. Your right to use a product is in module C.
• Open-source and third-party parts keep their own licences.
• You may use the name, brand and logo of AIOS only with our written permission.

6. Confidentiality

Each of us keeps the other's confidential information secret and uses it only for the order. This does not apply to information that is public, that we already had, or that the law requires us to disclose.

7. Personal data

Each of us follows the data protection law (GDPR).

We are responsible for the data we collect ourselves. Read our Privacy Statement.

If we handle personal data on your behalf, we agree a data processing agreement with you first.

You are responsible for how you use what we deliver with personal data, including your legal basis and your privacy notices.

8. Liability

Our liability for damage is limited to the amount in euro that you paid for the order the damage relates to.

We are not liable for indirect damage. That includes lost revenue, lost profit, lost quotes, lost orders and damage from downtime.

These limits do not apply to intent or deliberate recklessness on our side, or where the law does not allow them.

Neither of us is in default when events beyond our reasonable control stop us (force majeure).

Report damage to us in writing as soon as possible: [email protected].

9. Duration and ending

An agreement runs for the time in the quote. Without a stated time, an order ends when the work is delivered.

You can end an ongoing agreement by email to [email protected], keeping the notice period in the quote. We can end an agreement at once if you do not pay, give incorrect information, misuse our materials or accounts, or break these terms.

What was due before the end stays due. What happens to an advance payment for work we have not delivered is set in the quote.

10. Other

• In writing includes email.
• Notices under an agreement, such as a complaint, a defect report or ending the agreement, go to [email protected].
• If a clause turns out to be void, the rest stays in force. We then agree a valid clause with the closest effect.
• We may change these terms. For an agreement the terms of the moment of the agreement apply, unless you agree to a change.
• You may not transfer your rights under an agreement to someone else without our written permission.
• The Acceptable Use Policy applies where we give you access to our channels or accounts. It is available in English only for now.

11. Law and court

Dutch law applies to our agreements.

If we cannot work it out together, the court in Amsterdam decides.

Do you have a complaint? Email [email protected]. We would like to solve it together first.

12. Module A: Acquisition and performance marketing

This module applies when we deliver leads, appointments or other results to you and you pay per result.

• What we do. We build and run the acquisition: campaigns, ads, pages, forms and follow-up. We pay for the ads. You pay for the result we deliver: a lead, an appointment or another result named in the quote.
• What counts as a result. The quote defines it. A lead is a person who asked to be contacted about your offer. An appointment is a meeting in your calendar with a person who meets the criteria in the quote. A performance result is the event the quote names. The quote also says how a result is measured. Our records count as proof, unless you show they are wrong.
• Price, volume, region and period. The quote sets them. These terms state none of them.
• Prepaid. You pay in advance for the results you order. We start delivering after we have received the payment.
• Delivery. A result is delivered when it reaches you in the agreed way: the details of the lead sent to you, or the appointment in your calendar.
• After delivery. What happens after delivery is for you to handle and is your risk. An appointment that is moved, cancelled or not attended, a quote that is not accepted and a sale that does not happen are not our responsibility. The quote can say otherwise.
• Our ads and accounts. The ad accounts, campaigns, ads, images, texts, pages and the data in our systems are ours and stay ours. You get no rights in them, except to use the results we deliver.
• Ad platforms. Platforms such as Meta and Google apply their own rules. They can reject ads, suspend accounts and decide what is shown. Delivery depends on them and on the market. We are not liable for their decisions.
• Your duties. You give us correct information about your business, your offer and your availability. You keep your calendar up to date. You follow up on results promptly and with care. You follow the law when you contact people, including their consent, their right to object, the Telecommunications Act and the GDPR. You do not mislead them.
• Stopping delivery. We may stop delivering if you no longer meet the requirements of the offer, if you break these terms, or if the law requires it.
• Data. We pass on personal data only where the person agreed to that. From the moment you receive it, you are responsible for your use of it. You use it for what the person agreed to, you handle requests for access, erasure and objection, and you pass it on only where the law allows.

13. Module B: Build and implementation projects

This module applies when we build and implement for you: automations, systems, custom software, voice agents, database reactivation systems and websites.

• Scope. The quote says what we build: the deliverables, the main functions, the integrations and the plan.
• Delivery and acceptance. We tell you when we release a delivery. You test it within the acceptance period in the quote, or within a reasonable period if the quote names none. Report defects in writing, with enough detail to find them. We fix defects reported in that period within a reasonable time. A delivery is accepted when you approve it, when you use it in production, or when the period ends without a defect report. Small defects do not stop acceptance.
• Your accounts and data. We build in your own accounts, tools and infrastructure where we can. Your accounts, data and content stay yours. You give us the access we need and can take it back. Unless the quote says otherwise, you keep your own backups.
• Third-party tools and models. A delivery can rely on third-party tools, platforms and AI models, such as a CRM, a phone provider, hosting or a model provider. Their terms and costs apply to you. Unless the quote says otherwise, you hold those accounts. We are not responsible for their changes, outages, prices or end. We tell you when we hear of such a change, and adapting to it is separate work.
• AI. AI output can be wrong or incomplete. You decide how to use it and you check it where it matters. It is not professional advice. As a builder we may be the provider of an AI system that we hand over, and you are its deployer in your business. AI features that we deliver tell people that they are dealing with AI, for example in voice, chat and generated content. You keep those notices on and do not remove or hide them. You are responsible for how you use the system, including human oversight and your own legal duties, such as consent, recording and calling rules, and privacy notices. We give you the information you reasonably need for that. The quote can set out who is provider and who is deployer for a project.
• Intellectual property. AIOS owns the software we build, also when we build it for you. We deliver the build to you. Until you have paid in full, you may use a delivery only to test and accept it, and no right to use it in production passes to you. When you have paid in full, you get a perpetual, non-exclusive licence to use the delivery in your business. You may not sell it, license it to others or hand it on. Our tools, our earlier work and our general know-how stay ours and are licensed to you as far as the delivery needs them. The quote can give you more.
• Release and running it. We release to production when the quote says so. After release, running the delivery is yours, unless the quote includes maintenance or hosting.
• Maintenance and hosting, only if the quote includes them. The quote then sets the scope, response times and hours. Maintenance means fixing defects after acceptance, updates and small changes as quoted. If we host a delivery, we do so on infrastructure of other providers and we do our best to keep it available. We give no availability promise unless the quote states one. When hosting ends, we hand over your data and the delivery in the form named in the quote, or in a reasonable form, and then delete them.

14. Module C: Products you install yourself

This module applies when you buy a product from us and install and run it yourself. We do not operate it for you. It is not a subscription and not a platform that we run.

• Licence. AIOS owns the product. We deliver the product to you. Until you have paid in full, you may use it only to test it. When you have paid in full, you get a perpetual, non-exclusive licence to use the product in your business, as the quote describes. The licence cannot be transferred. You may not resell or sublicense the product, remove notices, or copy it beyond a backup. The intellectual property in the product stays with AIOS or its licensors.
• Delivery and installation. We deliver the product in the way the quote names, for example a download, a repository or an install guide, with or without our help. You install and run it on your own infrastructure. You are responsible for that environment, its security and its backups, and for the third-party parts you need, such as hosting, a database, keys and AI model accounts.
• Updates and support. Only as the quote says. Without that, we promise no updates and no support. We may offer updates separately.
• No service promise. We do not run the product, so we promise no uptime, availability or support hours. Where the product calls third-party services, such as AI models or APIs, their terms apply and their costs are yours.
• Defects. Report a defect in writing within a reasonable time. We do our best to fix it or to deliver a corrected version. We do not promise that the product is free of errors or fits your own purpose.
• AI and personal data. The clause on AI in module B applies to AI features in a product. Because you run the product, you are responsible for how you use it with personal data.
• Payment. You pay before delivery or as the quote says, and we deliver after payment.