01Definitions

In brief These terms are used throughout the rest of this document.

• STN Studio: the business of Stijn Smit, also referred to in these terms as "I" or "me".
• Client: the natural person or legal entity entering into an agreement with STN Studio.
• Services: AI consultancy, automation and the development of custom AI software, including related training and guidance.
• Output: all results generated with the help of AI, such as text, analyses, code or answers.
• Client data: all data, documents and information the client provides or gives access to.

02Applicability

In brief These arrangements apply to all business services provided by STN Studio.

These terms apply to every quotation, assignment and agreement between STN Studio and the client, unless agreed otherwise in writing. Any purchasing or other terms of the client do not apply.

STN Studio works for businesses and organisations. A quotation, order confirmation, scope, or separate management or data processing agreement may contain additional terms. If terms conflict, the most specific written agreement takes precedence.

I may amend these terms. For an ongoing agreement, I will give at least 30 days' notice of any material change.

03Quotations and formation

In brief A proposal is valid for 30 days and may be accepted by email or payment.

Quotations are without obligation and valid for 30 days unless stated otherwise. An agreement is formed once the client accepts a quotation or proposal in writing, including by email, pays the first invoice, or once I start the work with the client's consent. Obvious errors or typos do not bind STN Studio.

04Performance of the services

In brief I work within the agreed scope; changes are discussed in advance.

I perform the services to the best of my insight and ability. This is a best-efforts obligation, not a guarantee of a predefined result. Any timelines mentioned are indicative and never strict deadlines.

I may engage third parties for parts of the work. I remain responsible for the agreed services.

Work outside the agreed scope, new requests and changes will only be carried out after we have discussed their effect on price and timing and the client has approved them in writing.

If acceptance criteria have been agreed in advance, the client reviews the delivery within ten working days. Deviations must be reported as specifically as possible. I remedy defects within the agreed scope within a reasonable period; new requests are treated as changes.

05Client cooperation

In brief Timely input and access are needed to protect planning and quality.

The client provides, in good time, the information, access, systems and decisions I need to do the work well. The client warrants that the data provided may be used lawfully and does not infringe the rights of third parties. Delays or extra work caused by incomplete or late cooperation are for the client's account.

06Rates and payment

In brief Prices exclude VAT and invoices have a 14-day payment term.

All amounts are in euros and exclusive of VAT unless stated otherwise. Invoices are paid within 14 days. For larger projects I may request an advance payment. In case of late payment, the client owes the statutory commercial interest, plus any reasonable collection costs.

Costs of services purchased specifically for the client, such as hosting, model usage, APIs or paid software, are included only if the quotation says so. Otherwise, the client pays them directly or they are passed on after prior approval.

07Intellectual property and license

In brief Client data remains the client's; bespoke work may be used after full payment.

Existing knowledge, methods, tools and templates I bring remain my property. For software, prompts and configurations I develop specifically for the client, the client receives a non-exclusive license for its own use once all invoices for that work have been paid. A full transfer is possible if agreed in writing.

Client data remains the property of the client. I do not use client data to train my own AI models. If an external provider processes data, I use, where available, a business service or setting under which that data is not used for model training and record any deviation in advance.

08AI, models and output

In brief AI can make mistakes; roles, oversight and use are agreed per application.

For the services I use third-party AI models, such as those from Anthropic, OpenAI or Microsoft. AI output may contain errors or inaccuracies, also known as "hallucinations".

The client verifies output before using it for important decisions or publishing it. Where needed, a competent member of staff remains responsible for human oversight and the final decision.

For each project, we determine our respective roles and arrangements under applicable law, including the EU AI Act. The client is responsible for the purpose, context of use and deployment within its organisation; I am responsible for the agreed development work and for communicating known technical limitations. Mandatory information for staff or end users and any additional measures are documented when they apply to the use case.

09Confidentiality

In brief Confidential information remains confidential, including after the agreement ends.

STN Studio and the client treat each other's confidential information with care and do not share it with third parties without consent. This obligation also applies after the agreement ends. Excluded is information that is already public, lawfully obtained from a third party, or must be disclosed by law.

10Personal data and GDPR

In brief When processing for the client, we make suitable privacy arrangements.

Where I process personal data on behalf of the client, I do so as a processor under the GDPR. We record the related arrangements in a data processing agreement. I take appropriate technical and organizational measures to protect the data.

Where necessary, I may use subprocessors for hosting, infrastructure and AI services. I remain responsible for the arrangements that apply to my role as processor. At the end of the agreement, I return or delete personal data as agreed, unless a statutory retention obligation applies.

11Liability

In brief Liability is limited to direct loss and the amount paid for the assignment.

My liability is limited to direct damage and to no more than the amount the client paid for the relevant assignment in the twelve months preceding the damage.

I am not liable for indirect damage, consequential loss, lost revenue, data loss, or damage caused by AI output the client did not verify. These limitations do not apply in cases of intent or deliberate recklessness.

12Force majeure

In brief Events beyond our control temporarily postpone the affected obligations.

In the event of force majeure my obligations are suspended. This includes outages at AI or hosting providers, network failures or government measures. If the force majeure lasts longer than 60 days, either party may terminate the agreement without any obligation to pay damages.

13Term and termination

In brief The quotation sets the term; if we part ways, we arrange an orderly handover.

The term is stated in the quotation or order confirmation. Ongoing agreements run for an indefinite period, with a notice period of 30 days. Either party may terminate the agreement immediately in the event of bankruptcy, or a material breach that is not remedied within a reasonable period after notice of default. On termination, I delete client data in line with the arrangements made.

On request, I provide available client data and agreed project files in a commonly used format. Additional handover work falls outside the original assignment and is agreed in advance.

14Governing law and disputes

In brief Dutch law applies and we first try to resolve disputes together.

Dutch law applies to these terms and to all agreements. We first try to resolve disputes amicably. If we cannot reach a solution together, the court of Amsterdam has jurisdiction.