General Terms And Conditions

Updated: (2025-06-16)

Article 1: Definitions

• Systemagical: The contractor who delivers customized automation solutions, often utilizing language models and advanced technologies such as Retrieval Augmented Generation and other software and techniques.

• Client: The natural or legal person who enters into an agreement with Systemagical.

• Intellectual Property (IP): All rights to the software, code, algorithms, and technologies developed by Systemagical.

Article 2: Applicability

1. These general terms and conditions apply to all agreements between Systemagical and the client.

2. Deviations from these terms are only binding if agreed upon in writing.

Article 3: Intellectual Property

1. These general terms and conditions apply to all agreements between Systemagical and the client.

2. The Client is granted a non-exclusive, non-transferable license to use the automation solution developed by Systemagical for its internal business operations and to commercially exploit the outputs or capabilities generated by these solutions by providing services to its own clients (third parties). This includes, but is not limited to, processing data or tasks on behalf of third parties, or as part of subcontracted services provided to third parties, where such processing or services are a direct result of the automation's function. This license does not grant the Client the right to sub-license, distribute, or sell the automation's or related technologies themselves to any third party without the express written consent of the Consultant. All rights to the software, code, algorithms, and technologies developed by Systemagical remain with Systemagical.

3. Consultant retains the right to develop similar or comparable solutions for other clients and to reuse and commercially exploit the general technologies, methodologies, and components that have been used in the development for the Client.

Article 4: Confidentiality

1. Both parties commit to the confidentiality of all confidential information exchanged during the collaboration.

2. Information is considered confidential if it has been designated as such or can reasonably be regarded as confidential.

Article 5: Liability

1. Systemagical is not liable for any indirect damage, including consequential damage, lost profit, or missed savings.

2. The liability of Systemagical is in all cases limited to the amount that has been paid by the client for the relevant service.

3. Notwithstanding the foregoing, Client agrees to indemnify and hold Consultant harmless against any legal action or damages pertaining to the services provided under the terms of this agreement.

Article 6: Other Provisions

1. These general terms and conditions and all agreements are governed by Dutch law.

2. Disputes will exclusively be submitted to and resolved by a neutral arbitrator located in The Netherlands.

3. Should a dispute arise between the Consultant and the Client, both parties agree that the prevailing party will have their entire legal fees, including attorneys' fees, reimbursed by the opposite party