Services Terms and Conditions

Effective 3 September 2026 · Version 1.0

These are the Services Terms and Conditions (the "Services Terms") for the advisory, assessment, design and implementation services offered by Baby Elephant B.V., a private limited company having its registered office at Emmastraat 23, 2282 AM Rijswijk, The Netherlands, registered with the Dutch Chamber of Commerce under number 27299029, trading under the name Aitonomy and in these Services Terms referred to as "Aitonomy".

These Services Terms govern the Services. Access to and use of the Aitonomy service (agents as a service) is governed separately by the SaaS Terms and Conditions. Where an engagement covers both, both apply, each to its own subject.

These Services Terms can also be viewed and downloaded from joinaitonomy.ai, and may be sent to the Customer on request.

1. Definitions

1.1 In these Services Terms, words written with capitals and not defined elsewhere have the following meaning:

1.1.1 Affiliate: an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.1.2 Aitonomy Methods: the generic methods, models, assessment rubrics, patterns, templates, tooling, generic evaluation sets, standard guardrails and know-how that Aitonomy uses across engagements, together with the Aitonomy Control platform. Aitonomy Methods contain nothing that is traceable to the Customer.

1.1.3 Assignment: the Services described in an Order Form.

1.1.4 Business Day: any weekday (Monday to Friday) other than a public holiday in the Netherlands.

1.1.5 Confidential Information: any information, in any form, disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure, including Customer Materials, Deliverables, Aitonomy Methods, business and technical information, and the terms of the Agreement.

1.1.6 Customer: the legal person that has accepted these Services Terms or an Order Form referring to them.

1.1.7 Customer Materials: the data, documents, records, process and system documentation, contracts, specifications and other materials that the Customer makes available to Aitonomy for an Assignment.

1.1.8 Deliverables: the reports, assessments, blueprints, business cases, baseline measurements, classifications, designs, configurations, skills, evaluation sets and other materials that Aitonomy produces specifically for the Customer under an Order Form.

1.1.9 Fees: the fees payable by the Customer for the Services as set out in the Order Form.

1.1.10 GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).

1.1.11 Intellectual Property: all intellectual property rights, whether registered or unregistered, including patents, copyrights, database rights, design rights, trademarks, trade names, and rights in know-how and trade secrets.

1.1.12 Order Form: the order, quote or written agreement between the parties that references these Services Terms and sets out the Assignment, the Deliverables, the Fees, the planning and any other agreed terms.

1.1.13 Personal Data: personal data as defined in the GDPR.

1.1.14 Scan: an Assignment whose purpose is to assess processes for their suitability for AI agents or other automation, and the feasibility, risk and value of applying it, and to advise on them, without building or delivering a production system.

1.1.15 Services: the advisory, assessment, design and implementation services that Aitonomy provides under an Order Form, including a Scan, forward-deployed engineering, and any other pre-scoped service described in an Order Form.

1.1.16 Third Party System: any software, platform or service of a third party that the Customer uses and that is within the subject matter of an Assignment.

1.2 Unless the context requires otherwise, words in the singular include the plural and vice versa.

2. General

2.1 These Services Terms apply to all offers and quotes of, and agreements with, Aitonomy relating to the Services.

2.2 These Services Terms, together with the Order Form and, where Aitonomy processes Personal Data on the Customer's behalf, the Data Processing Agreement referred to in clause 8, constitute the entire agreement between the parties in relation to the Assignment (the "Agreement") and replace all previous oral or written agreements on the same subject.

2.3 The applicability of any purchase or other general terms of the Customer is expressly rejected. Additions to or deviations from these Services Terms apply only where agreed in writing in the Order Form.

2.4 In the event of a conflict, the Order Form prevails over these Services Terms in respect of scope, Deliverables, planning and commercial matters, and the Data Processing Agreement prevails over these Services Terms in respect of the processing of Personal Data.

2.5 If any provision of these Services Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by a valid provision that reflects the intention of the original as closely as possible.

2.6 The version of these Services Terms in force on the date of the Order Form applies to that Assignment for its duration. Aitonomy may amend these Services Terms for future Assignments, and an amendment does not affect an Assignment already entered into.

2.7 Aitonomy may assign or transfer its rights and obligations under the Agreement to an Affiliate or in connection with a merger, reorganisation or sale of business. The Customer may not assign or transfer its rights or obligations without Aitonomy's prior written consent.

2.8 Aitonomy may engage Affiliates, subcontractors and independent specialists to perform parts of the Services. Aitonomy remains responsible to the Customer for their performance, and they are bound by confidentiality obligations that are in substance the same as those in clause 8.

2.9 These Services Terms are also made for the benefit of Aitonomy's Affiliates and the persons it engages in connection with the Services, who may invoke them as a third party stipulation within the meaning of Section 6:253 of the Dutch Civil Code.

2.10 No failure or delay in exercising a right under the Agreement operates as a waiver of that right.

2.11 Notices under the Agreement must be in writing. Notices to Aitonomy may be sent to mik@joinaitonomy.ai.

3. The Services

3.1 Aitonomy performs the Services described in the Order Form with reasonable care and skill. The Services are an obligation of means. Aitonomy does not warrant a particular outcome, saving, result or business case unless expressly agreed in writing with sufficient determinacy.

3.2 A Scan assesses and advises. It does not include building a production system, and it does not include access to the Aitonomy Control platform. Where an Order Form provides for both a Scan and subsequent build or platform services, each is governed by the terms applicable to it.

3.3 It is a valid outcome of a Scan that a process is unsuitable for the proposed solution, that a different solution is preferable, that no automation should be applied, or that a Third Party System already meets the need. Such an outcome constitutes performance of the Assignment and gives rise to the full Fees.

3.4 Dates and timelines stated by Aitonomy are target dates and are not binding, unless the Order Form expressly designates a date as a fatal deadline.

3.5 A change to the scope, the Deliverables or the planning of an Assignment applies only where agreed in writing. Aitonomy does not perform additional work at the Customer's expense without a written instruction.

4. Fees and payment

4.1 The Customer will pay the Fees set out in the Order Form. Unless the Order Form states otherwise, clauses 4.2 to 4.7 apply.

4.2 All Fees are exclusive of VAT and other government levies, and are payable in euros.

4.3 Fees for an Assignment with a fixed price are invoiced 50% on acceptance of the Order Form and 50% on completion of the Assignment. Fees for an Assignment charged on a time basis are invoiced monthly in arrears.

4.4 Invoices are due within thirty (30) days of the invoice date.

4.5 The Fees for an Assignment are fixed for the duration of that Assignment and are not subject to indexation.

4.6 The Customer may not suspend payment or set off any amount.

4.7 If the Customer fails to pay on time, statutory commercial interest accrues on the outstanding amount without notice of default being required, and Aitonomy may, after notice, suspend performance until payment is made. The Customer is liable for the reasonable costs of collection.

5. Cooperation by the Customer

5.1 The Customer provides Aitonomy, in good time, with the people, information, documentation and access reasonably required for the Assignment, including a named contact or owner for each process within scope.

5.2 If the Customer does not provide that cooperation in good time, the planning shifts accordingly. This does not entitle the Customer to a reduction of the Fees, and any resulting additional work is charged in accordance with clause 3.5.

5.3 The Customer is responsible for the accuracy and completeness of the Customer Materials. Aitonomy may rely on them without independent verification, and the Deliverables are based on them.

5.4 Where an Assignment concerns a Third Party System, the Customer warrants that it is entitled to grant Aitonomy access to that system and to make available the related documentation, licence terms and contracts, and that it has obtained any consent of the relevant vendor that is required. Aitonomy acts in this respect solely on the instruction of and on behalf of the Customer. The Customer indemnifies Aitonomy against third party claims arising from that access or from the use of that documentation.

5.5 The Customer is responsible for obtaining its own internal approvals for the Assignment and for anything arising from it, including approvals required from a works council, a data protection officer, an information security function or a parent organisation.

6. The nature of the Services, and what they are not

6.1 Aitonomy advises. Decisions on the basis of the Deliverables, and their implementation, remain the Customer's. Aitonomy is not responsible for decisions the Customer takes or omits to take.

6.2 Aitonomy is not a law firm and does not provide legal advice. Where the Services include the assessment of licence terms, contractual positions, processing roles or regulatory classification, that assessment is a commercial and technical one, intended to enable the Customer to take an informed decision and to put the right question to its own advisers. It does not constitute legal advice and does not replace it.

6.3 Any classification under the Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence, or under other regulation, that Aitonomy provides is a reasoned opinion and not a warranty of compliance. The Customer remains responsible for compliance in respect of the applications it puts into use. Aitonomy provides the technical documentation, risk analysis, data flows and human decision points that the Customer needs for its own data protection impact assessment and its own assessment, and the parties record in advance which party is responsible for what.

6.4 Where an Assignment includes advice on whether the Customer should build a capability itself, procure it from a third party or engage Aitonomy, Aitonomy records for each subject the options considered and the reason an option was set aside, including where that reason runs contrary to Aitonomy's own commercial interest. The Customer is free to submit the Deliverables to a third party for review.

6.5 Aitonomy states in the Order Form or in the Deliverables where it lacks relevant sector experience, a reference or a certification that the Customer may reasonably expect it to hold.

7. Intellectual property and Deliverables

7.1 Subject to payment of the Fees, the Intellectual Property in the Deliverables vests in the Customer. The Customer may use the Deliverables without restriction, including with another supplier or in its own management, without Aitonomy's prior consent. To the extent that any right cannot be transferred, Aitonomy grants the Customer a perpetual, irrevocable, worldwide, royalty free, transferable and sublicensable licence to use it.

7.2 The Customer Materials, and all Intellectual Property in them, remain the Customer's.

7.3 The Aitonomy Methods, and all Intellectual Property in them, remain Aitonomy's. The Customer acquires no rights in them beyond what is necessary to use the Deliverables. Aitonomy is free to use the generic experience and know-how it gains from an Assignment, provided it uses nothing that is traceable to the Customer, to the Customer Materials or to the Deliverables.

7.4 Aitonomy may retain and use data derived from an Assignment in anonymised form, being data that contains no Customer Materials or Deliverables and is not attributable to or identifiable with the Customer, including to improve the Aitonomy Methods and for benchmarking, and may publish and share it in that anonymised or aggregated form. Because such data is anonymised and not traceable to the Customer, this does not require the Customer's consent. Aitonomy does not use the Customer Materials or the Deliverables themselves, or anything that identifies the Customer or any individual, for benchmarking, publication or the development of products or services without the Customer's prior written consent.

7.5 Aitonomy identifies the Customer as a customer, and uses the Customer's name or logo, only with the Customer's prior written consent for each instance. The Customer may withhold that consent.

7.6 Where the Customer provides feedback or suggestions about the Services or the Aitonomy Methods, Aitonomy may use them freely to improve them, without acquiring any rights in the Customer Materials or the Deliverables.

7.7 Aitonomy does not use the Customer Materials or the Deliverables to train, fine-tune or otherwise improve any general-purpose or third party AI model, and selects sub-processors and configurations that do not use them to train their models. This is without prejudice to clause 7.4 on anonymised data.

8. Confidentiality and data protection

8.1 Each party will keep the other party's Confidential Information confidential and will not use or disclose it except as reasonably necessary to perform the Agreement or as permitted by it.

8.2 The confidentiality obligation extends to the confidential information of third parties that the Customer makes available for the Assignment, including the contracts, licence terms and documentation of a vendor of a Third Party System.

8.3 The confidentiality obligation does not apply to information that is or becomes public without breach, is independently developed without use of the Confidential Information, is rightfully obtained from a third party free of any duty of confidentiality, or whose disclosure is required by a competent authority or by law.

8.4 The confidentiality obligation continues after the Assignment has ended.

8.5 Aitonomy implements and maintains appropriate technical and organisational measures to protect the Customer Materials and the Deliverables against loss and unlawful processing, including storage within the European Economic Area, access control on a least privilege basis, encryption in transit and at rest, and confidentiality obligations for its personnel and the persons it engages.

8.6 To the extent Aitonomy processes Personal Data on behalf of the Customer in connection with the Services, the parties' Data Processing Agreement applies. In that processing Aitonomy acts as processor and the Customer as controller. The Data Processing Agreement forms an integral part of the Agreement.

8.7 In a Scan, Aitonomy works without production data unless the Order Form states otherwise. Where volumes have to be measured, this is done on aggregated counts or on an anonymised or pseudonymised sample, agreed in advance for each case. Special categories of personal data within the meaning of Article 9 of the GDPR, and personal data relating to criminal convictions and offences within the meaning of Article 10 of the GDPR, are not processed in a Scan; they are described as a data flow only.

8.8 Aitonomy is an independent controller in respect of the Personal Data of the Customer's personnel and other participants that it records in the course of an Assignment, such as contact details, meeting notes, recordings and transcripts. Aitonomy processes those data only for the performance of the Assignment, stores them within the European Economic Area, and does not disclose them to third parties other than the persons it engages under clause 2.8.

9. Term, completion and termination

9.1 An Assignment starts on the date set out in the Order Form and ends on completion of the Deliverables and payment of the Fees.

9.2 An Assignment has no minimum term and does not renew automatically. Neither party is obliged to enter into a further Assignment, and an Assignment does not create any obligation for the Customer to procure the Aitonomy Control platform or any other service.

9.3 Either party may terminate an Assignment by written notice. In that case Aitonomy invoices the work performed up to that date on a pro rata basis and delivers the Deliverables that are complete at that date.

9.4 Either party may terminate an Assignment with immediate effect by written notice if the other party commits a material breach of the Agreement that, where capable of remedy, is not remedied within a reasonable period after written notice. Aitonomy may also terminate with immediate effect if the Customer is declared bankrupt, is granted a suspension of payment, becomes unable to pay its debts as they fall due, or ceases its business.

9.5 On completion or termination, Aitonomy hands over the Deliverables produced up to that date and, at the Customer's request, returns or deletes the Customer Materials, unless retention is required by law.

9.6 Provisions that by their nature are intended to survive termination, including those on Intellectual Property and Deliverables, confidentiality, liability and governing law, survive termination.

10. Liability

10.1 Aitonomy's total aggregate liability under or in connection with an Assignment, on any legal basis, is limited to the Fees (excluding VAT) payable for that Assignment. Where a series of related Assignments is performed for the same Customer, Aitonomy's aggregate liability is limited to the Fees paid by that Customer in the twelve (12) months preceding the event giving rise to the liability.

10.2 Aitonomy is not liable for indirect or consequential loss, including loss of profit, loss of revenue, missed savings, loss of goodwill, loss arising from business interruption, or loss or corruption of data.

10.3 Aitonomy is not liable for damage resulting from force majeure. Force majeure means any event outside Aitonomy's reasonable control, including failures of the internet, telecommunications or cloud providers, cyber attacks, power failures, and the acts or omissions of suppliers or vendors prescribed by the Customer.

10.4 A claim for damages must be notified to Aitonomy in writing as soon as reasonably possible after the loss arises, and in any event lapses twelve (12) months after the loss arose unless legal proceedings have been commenced before then.

10.5 The limitations in this clause 10 do not apply to loss resulting from intent or deliberate recklessness on the part of Aitonomy or its management.

11. Governing law and disputes

11.1 The Agreement is governed exclusively by the laws of the Netherlands.

11.2 Any dispute arising from or in connection with the Agreement that cannot be resolved amicably will be submitted exclusively to the competent court of The Hague (Rechtbank Den Haag), the Netherlands.