1.1 Scope These General Terms and Conditions ("Terms") govern the use of the AgenticOS platform ("Platform") and the managed services provided by Agentic GmbH ("Agentic," "we," "us"), registered in Germany, to its clients ("Client," "you"). These Terms apply to all business relationships between Agentic and the Client. Conflicting or deviating terms of the Client are not recognized unless Agentic expressly agrees to them in writing.
1.2 Definitions "Platform" means the AgenticOS software platform, including all tools, interfaces, dashboards, and agent management capabilities provided by Agentic. "Agents" means AI-powered software agents deployed through the Platform to automate workflows within the Client's operational environment. "Managed Service" means the ongoing technical management, monitoring, maintenance, and optimization of Agents provided by Agentic after deployment. "Service Agreement" means the individual agreement between Agentic and the Client specifying the scope of services, use cases, deployment configuration, pricing, and other terms specific to the engagement. "Client Environment" means the Client's own IT infrastructure, cloud accounts, servers, and systems in which Agents are deployed and operate. "Client Data" means all data owned or controlled by the Client that is processed by Agents within the Client Environment. "Third-Party Providers" means external service providers used in connection with the Services, including but not limited to AI model providers, cloud infrastructure providers, and software vendors.
2. Services
2.1 Description of Services Agentic provides the following services through the AgenticOS Platform. First, Agent Development and Deployment: scoping, design, configuration, and deployment of AI agents tailored to the Client's operational workflows and systems. Second, Managed Technical Service: ongoing technical management of deployed Agents, including model updates, performance monitoring, error detection and resolution, guardrail management, and infrastructure maintenance. Third, Platform Access: access to the AgenticOS Platform for monitoring, controlling, and managing deployed Agents. The specific scope of services is defined in the Service Agreement between Agentic and the Client.
2.2 Service Delivery Agentic deploys Agents into the Client Environment. The Client operates Agents as part of its day-to-day business processes. Agentic manages the underlying technology, including model selection, prompt optimization, error handling logic, and system updates.
2.3 No Guarantee of Specific Outcomes Agentic provides AI agent technology and managed technical services. AI systems are inherently probabilistic and may produce variable outputs. Agentic does not guarantee specific business outcomes, savings, accuracy rates, or results. Performance metrics and estimates provided during scoping or on the Website are indicative only and do not constitute binding commitments.
3. Client Responsibilities
3.1 Operational Responsibility The Client is responsible for operating Agents within its business processes, including decisions on when, where, and how Agent outputs are used. The Client is responsible for reviewing and approving Agent outputs where the Agent's configuration includes human oversight steps. The Client is responsible for ensuring that the use of Agents within its organization complies with applicable laws, including but not limited to data protection laws, industry-specific regulations, labor laws, and the EU AI Act. The Client is responsible for informing affected individuals (employees, customers, partners) about the use of AI systems where required by law, including transparency obligations under Art. 50 of the EU AI Act.
3.2 Data Responsibility The Client is the data controller for all personal data processed by Agents within the Client Environment. The Client is responsible for ensuring a valid legal basis for the processing of personal data by Agents under Art. 6 GDPR, for conducting Data Protection Impact Assessments (DPIAs) where required under Art. 35 GDPR, for ensuring that data provided to or processed by Agents is accurate, lawful, and appropriate for the intended use, and for complying with the rights of data subjects under the GDPR.
3.3 AI Act Deployer Obligations Where AI agents deployed through AgenticOS fall within the scope of the EU AI Act, the Client acts as the deployer of those AI systems as defined in the EU AI Act. The Client is responsible for fulfilling all deployer obligations under the EU AI Act, including using the AI system in accordance with its intended purpose and instructions for use, ensuring human oversight of high-risk AI systems, monitoring the operation of the AI system and reporting serious incidents, and conducting fundamental rights impact assessments where required. Agentic supports the Client in meeting these obligations by providing technical documentation, logging capabilities, and configuration options for human oversight.
3.4 Client Infrastructure The Client is responsible for maintaining its own IT infrastructure in a state suitable for the deployment and operation of Agents, including network connectivity, security configurations, and access permissions.
4. Intellectual Property
4.1 Agentic IP The Platform, including all software, agent blueprints, configurations, prompts, orchestration logic, tooling, and documentation, is and remains the intellectual property of Agentic GmbH. The Client receives a non-exclusive, non-transferable right to use the Platform for the duration of the Service Agreement.
4.2 Client Data and Outputs The Client retains full ownership of all Client Data. Outputs generated by Agents from Client Data belong to the Client.
4.3 Agent Configurations Custom agent configurations developed specifically for the Client are licensed to the Client for its use under the Service Agreement. Agentic retains the right to use the knowledge, techniques, and general methodologies developed during the engagement for other clients, provided no Client Data or confidential information is disclosed.
4.4 No Transfer of Model IP The Client acknowledges that the underlying AI models used by Agents, whether provided by Agentic or third parties, are not transferred to the Client. The Client receives no intellectual property rights in these models.
5. Third-Party AI Model Providers
5.1 Use of Third-Party Models Depending on the deployment configuration, Agents may utilize AI models provided by third-party providers via API. The specific providers used are disclosed to the Client during the scoping phase and documented in the Service Agreement.
5.2 Client Consent The Client expressly agrees to the use of the third-party providers specified in the Service Agreement. Any change to third-party model providers will be communicated to the Client in advance.
5.3 Third-Party Terms The use of third-party AI models is subject to the terms and conditions of those providers. Agentic makes reasonable efforts to select providers with appropriate data protection commitments and will enter into data processing agreements with sub-processors where required.
5.4 Limitation of Liability for Third-Party Services Agentic is not liable for the performance, availability, accuracy, or outputs of third-party AI models. Agentic's responsibility is limited to the selection of reputable providers, the proper integration and configuration of models within the Platform, and the management of the technical interface with such providers.
6. Pricing and Payment
6.1 Fee Structure The pricing for Services is defined in the Service Agreement. Agentic's standard model consists of the following components. For initial deployment, depending on the scope and complexity, initial agent development and deployment may be provided at no cost or at a reduced project fee, as specified in the Service Agreement. For the Managed Service Fee, a recurring monthly fee covers ongoing technical management, monitoring, maintenance, and support of deployed Agents. For additional services, where additional work is required beyond the scope of the managed service, such as data engineering, custom integrations, or infrastructure setup, this is scoped separately and invoiced on a fixed-price or time-and-materials basis as agreed in writing.
6.2 Payment Terms Invoices are issued monthly and are due within 14 days of the invoice date, unless otherwise agreed in the Service Agreement. All amounts are exclusive of applicable VAT (Umsatzsteuer).
6.3 Late Payment In the event of late payment, Agentic is entitled to charge default interest at the rate of 9 percentage points above the base rate of the European Central Bank per annum for commercial transactions pursuant to § 288(2) BGB, without prior notice.
7. Warranty and Disclaimers
7.1 Platform Warranty Agentic warrants that it will provide the Services with reasonable skill and care, in accordance with generally accepted industry standards. The Platform is provided in its current state and is continuously developed and improved.
7.2 No Warranty for AI Outputs AI agent outputs are generated by probabilistic models and may contain errors, inaccuracies, or unexpected results. Agentic does not warrant that Agent outputs will be error-free, complete, or accurate in all cases. Agentic does not warrant that Agents will operate without interruption or without producing unexpected results. Agentic does not warrant that Agent outputs are suitable for any specific purpose without human review. The Client is solely responsible for evaluating, verifying, and approving Agent outputs before relying on them for business decisions, regulatory submissions, financial transactions, or any other purpose.
7.3 No Legal, Financial, or Regulatory Advice AgenticOS and all associated services are technology services. Nothing provided by Agentic, including agent outputs, documentation, or communications, constitutes legal, financial, tax, regulatory, or professional advice.
8. Limitation of Liability
8.1 Liability Cap Agentic's total aggregate liability under this agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the total fees paid by the Client to Agentic during the one (1) calendar month immediately preceding the event giving rise to the claim.
8.2 Exclusion of Liability To the maximum extent permitted by law, Agentic shall not be liable for indirect, incidental, consequential, special, or punitive damages. Agentic shall not be liable for loss of profits, revenue, business, data, or anticipated savings. Agentic shall not be liable for damages arising from the Client's use of or reliance on Agent outputs without appropriate human review and verification. Agentic shall not be liable for damages arising from decisions made by the Client based on Agent outputs. Agentic shall not be liable for damages caused by the Client's failure to fulfill its responsibilities under Section 3 of these Terms. Agentic shall not be liable for damages caused by the unavailability, malfunction, or inaccuracy of third-party AI models or services. Agentic shall not be liable for damages resulting from unauthorized access to the Client's systems that is not attributable to Agentic's breach of its security obligations.
8.3 Mandatory Liability (German Law) The limitations and exclusions of liability in Sections 8.1 and 8.2 do not apply to liability for intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by Agentic, its legal representatives, or its senior management. They do not apply to liability for injury to life, body, or health. They do not apply to liability under mandatory provisions of the German Product Liability Act (Produkthaftungsgesetz). They do not apply to liability for breach of cardinal obligations (Kardinalpflichten), meaning obligations whose fulfillment is essential to the proper execution of the agreement and on whose compliance the Client regularly relies. In the case of slightly negligent breach of cardinal obligations, Agentic's liability shall be limited to foreseeable damages typical for this type of agreement.
9. Indemnification The Client shall indemnify and hold harmless Agentic from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the Client's use of Agent outputs, including any decisions or actions taken based on such outputs. This indemnification also applies to the Client's breach of its obligations under Section 3 (Client Responsibilities), including data protection and AI Act obligations. It further applies to claims by third parties, including the Client's employees, customers, or partners, arising from the Client's deployment and use of AI agents, and to the Client's failure to comply with applicable laws and regulations in connection with the use of Agents.
10. Confidentiality
10.1 Obligation Both parties agree to treat all non-public information received from the other party as confidential. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party.
10.2 Exceptions The confidentiality obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, that was already known to the receiving party at the time of disclosure, that is independently developed by the receiving party, or that is required to be disclosed by law or by order of a court or regulatory authority.
10.3 Duration The confidentiality obligation survives the termination of the Service Agreement for a period of 3 years.
11. Term, Termination, and Data Portability
11.1 Term The initial term and renewal conditions are specified in the Service Agreement. Unless otherwise agreed, the managed service runs on a monthly basis.
11.2 Termination for Convenience Either party may terminate the Service Agreement by providing written notice in accordance with the notice period specified in the Service Agreement. Unless otherwise agreed, the notice period is 3 months to the end of a calendar month.
11.3 Termination for Cause Either party may terminate the Service Agreement with immediate effect if the other party commits a material breach of these Terms and fails to remedy such breach within 30 days of written notice, or if the other party becomes insolvent, enters liquidation, or has bankruptcy proceedings initiated against it.
11.4 Effects of Termination Upon termination, the Client's access to the Platform will be terminated. Agentic will provide reasonable support for a transition period of up to 30 days to enable the Client to migrate or decommission Agents, at the Client's expense. All Client Data in Agentic's possession, such as monitoring logs and account data, will be deleted or returned to the Client upon request within 30 days, in accordance with Art. 28(3)(g) GDPR, unless retention is required by law. Agent configurations deployed in the Client Environment remain in the Client Environment. However, the Client's right to use Agentic's proprietary technology, including Platform software, orchestration logic, and agent blueprints, ceases upon termination.
11.5 Data Portability Where technically feasible, Agentic will provide the Client with an export of agent configuration data and performance logs in a standard machine-readable format upon request.
12. Data Protection
12.1 Roles The Client is the data controller for personal data processed by Agents. Agentic acts as a data processor to the extent it processes personal data on behalf of the Client in connection with the managed service.
12.2 Data Processing Agreement The parties shall enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag, AVV) in accordance with Art. 28 GDPR prior to the commencement of services involving the processing of personal data.
12.3 Privacy Policy The processing of personal data in connection with the Website and Platform is further described in our Privacy Policy, available at https://agentic-advisory.com/privacy.
13. Compliance with the EU AI Act
13.1 Provider and Deployer Roles Under the EU AI Act (Regulation (EU) 2024/1689), Agentic acts as the provider of the AgenticOS Platform, which is the AI system used to deploy, manage, and orchestrate AI agents. The Client acts as the deployer of AI agents in its operational environment. Both parties acknowledge their respective obligations under the EU AI Act and agree to cooperate in ensuring compliance.
13.2 Agentic's Provider Obligations Agentic shall assess AI agents for risk classification under the EU AI Act. Agentic shall provide appropriate technical documentation and instructions for use to the Client. Agentic shall implement logging and record-keeping mechanisms to support auditability. Agentic shall design agents with the capacity for human oversight, as appropriate to the risk level. Agentic shall apply quality management and risk management processes for high-risk AI systems. Agentic shall cooperate with market surveillance authorities where required.
13.3 Client's Deployer Obligations The Client shall fulfill its deployer obligations as set out in Section 3.3 of these Terms.
13.4 Prohibited Practices Neither party shall use the Platform or Agents for purposes prohibited under Art. 5 of the EU AI Act, including but not limited to social scoring, real-time biometric identification in public spaces (except where legally authorized), manipulation, or exploitation of vulnerabilities.
14. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, pandemic, war, terrorism, government actions, power failures, internet disruptions, or failures of third-party services. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
15. Amendments Agentic reserves the right to amend these Terms with reasonable notice. The Client will be notified of material changes at least 30 days in advance. Continued use of the Platform after the effective date of changes constitutes acceptance. If the Client does not agree to the amended Terms, it may terminate the Service Agreement in accordance with Section 11.
16. Severability If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
17. Governing Law and Jurisdiction
17.1 Governing Law These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 Jurisdiction The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is München (Munich), Germany, provided the Client is a merchant (Kaufmann), a legal entity under public law, or a public-law special fund.
18. Entire Agreement These Terms, together with the Service Agreement, Data Processing Agreement, and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations.
19. Dispute Resolution The European Commission provides a platform for online dispute resolution (ODR) at https://ec.europa.eu/consumers/odr/. Agentic GmbH is not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
20. Senior Advisors and External Collaborators Senior Advisors and external collaborators of Agentic GmbH act as independent external collaborators. They are not employees, officers, or legal representatives of Agentic GmbH. Agentic GmbH is not liable for the acts, omissions, or representations of Senior Advisors or external collaborators except to the extent such persons are acting under Agentic's direct written instruction in connection with the Services.
1.1 Scope These General Terms and Conditions ("Terms") govern the use of the AgenticOS platform ("Platform") and the managed services provided by Agentic GmbH ("Agentic," "we," "us"), registered in Germany, to its clients ("Client," "you"). These Terms apply to all business relationships between Agentic and the Client. Conflicting or deviating terms of the Client are not recognized unless Agentic expressly agrees to them in writing.
1.2 Definitions "Platform" means the AgenticOS software platform, including all tools, interfaces, dashboards, and agent management capabilities provided by Agentic. "Agents" means AI-powered software agents deployed through the Platform to automate workflows within the Client's operational environment. "Managed Service" means the ongoing technical management, monitoring, maintenance, and optimization of Agents provided by Agentic after deployment. "Service Agreement" means the individual agreement between Agentic and the Client specifying the scope of services, use cases, deployment configuration, pricing, and other terms specific to the engagement. "Client Environment" means the Client's own IT infrastructure, cloud accounts, servers, and systems in which Agents are deployed and operate. "Client Data" means all data owned or controlled by the Client that is processed by Agents within the Client Environment. "Third-Party Providers" means external service providers used in connection with the Services, including but not limited to AI model providers, cloud infrastructure providers, and software vendors.
2. Services
2.1 Description of Services Agentic provides the following services through the AgenticOS Platform. First, Agent Development and Deployment: scoping, design, configuration, and deployment of AI agents tailored to the Client's operational workflows and systems. Second, Managed Technical Service: ongoing technical management of deployed Agents, including model updates, performance monitoring, error detection and resolution, guardrail management, and infrastructure maintenance. Third, Platform Access: access to the AgenticOS Platform for monitoring, controlling, and managing deployed Agents. The specific scope of services is defined in the Service Agreement between Agentic and the Client.
2.2 Service Delivery Agentic deploys Agents into the Client Environment. The Client operates Agents as part of its day-to-day business processes. Agentic manages the underlying technology, including model selection, prompt optimization, error handling logic, and system updates.
2.3 No Guarantee of Specific Outcomes Agentic provides AI agent technology and managed technical services. AI systems are inherently probabilistic and may produce variable outputs. Agentic does not guarantee specific business outcomes, savings, accuracy rates, or results. Performance metrics and estimates provided during scoping or on the Website are indicative only and do not constitute binding commitments.
3. Client Responsibilities
3.1 Operational Responsibility The Client is responsible for operating Agents within its business processes, including decisions on when, where, and how Agent outputs are used. The Client is responsible for reviewing and approving Agent outputs where the Agent's configuration includes human oversight steps. The Client is responsible for ensuring that the use of Agents within its organization complies with applicable laws, including but not limited to data protection laws, industry-specific regulations, labor laws, and the EU AI Act. The Client is responsible for informing affected individuals (employees, customers, partners) about the use of AI systems where required by law, including transparency obligations under Art. 50 of the EU AI Act.
3.2 Data Responsibility The Client is the data controller for all personal data processed by Agents within the Client Environment. The Client is responsible for ensuring a valid legal basis for the processing of personal data by Agents under Art. 6 GDPR, for conducting Data Protection Impact Assessments (DPIAs) where required under Art. 35 GDPR, for ensuring that data provided to or processed by Agents is accurate, lawful, and appropriate for the intended use, and for complying with the rights of data subjects under the GDPR.
3.3 AI Act Deployer Obligations Where AI agents deployed through AgenticOS fall within the scope of the EU AI Act, the Client acts as the deployer of those AI systems as defined in the EU AI Act. The Client is responsible for fulfilling all deployer obligations under the EU AI Act, including using the AI system in accordance with its intended purpose and instructions for use, ensuring human oversight of high-risk AI systems, monitoring the operation of the AI system and reporting serious incidents, and conducting fundamental rights impact assessments where required. Agentic supports the Client in meeting these obligations by providing technical documentation, logging capabilities, and configuration options for human oversight.
3.4 Client Infrastructure The Client is responsible for maintaining its own IT infrastructure in a state suitable for the deployment and operation of Agents, including network connectivity, security configurations, and access permissions.
4. Intellectual Property
4.1 Agentic IP The Platform, including all software, agent blueprints, configurations, prompts, orchestration logic, tooling, and documentation, is and remains the intellectual property of Agentic GmbH. The Client receives a non-exclusive, non-transferable right to use the Platform for the duration of the Service Agreement.
4.2 Client Data and Outputs The Client retains full ownership of all Client Data. Outputs generated by Agents from Client Data belong to the Client.
4.3 Agent Configurations Custom agent configurations developed specifically for the Client are licensed to the Client for its use under the Service Agreement. Agentic retains the right to use the knowledge, techniques, and general methodologies developed during the engagement for other clients, provided no Client Data or confidential information is disclosed.
4.4 No Transfer of Model IP The Client acknowledges that the underlying AI models used by Agents, whether provided by Agentic or third parties, are not transferred to the Client. The Client receives no intellectual property rights in these models.
5. Third-Party AI Model Providers
5.1 Use of Third-Party Models Depending on the deployment configuration, Agents may utilize AI models provided by third-party providers via API. The specific providers used are disclosed to the Client during the scoping phase and documented in the Service Agreement.
5.2 Client Consent The Client expressly agrees to the use of the third-party providers specified in the Service Agreement. Any change to third-party model providers will be communicated to the Client in advance.
5.3 Third-Party Terms The use of third-party AI models is subject to the terms and conditions of those providers. Agentic makes reasonable efforts to select providers with appropriate data protection commitments and will enter into data processing agreements with sub-processors where required.
5.4 Limitation of Liability for Third-Party Services Agentic is not liable for the performance, availability, accuracy, or outputs of third-party AI models. Agentic's responsibility is limited to the selection of reputable providers, the proper integration and configuration of models within the Platform, and the management of the technical interface with such providers.
6. Pricing and Payment
6.1 Fee Structure The pricing for Services is defined in the Service Agreement. Agentic's standard model consists of the following components. For initial deployment, depending on the scope and complexity, initial agent development and deployment may be provided at no cost or at a reduced project fee, as specified in the Service Agreement. For the Managed Service Fee, a recurring monthly fee covers ongoing technical management, monitoring, maintenance, and support of deployed Agents. For additional services, where additional work is required beyond the scope of the managed service, such as data engineering, custom integrations, or infrastructure setup, this is scoped separately and invoiced on a fixed-price or time-and-materials basis as agreed in writing.
6.2 Payment Terms Invoices are issued monthly and are due within 14 days of the invoice date, unless otherwise agreed in the Service Agreement. All amounts are exclusive of applicable VAT (Umsatzsteuer).
6.3 Late Payment In the event of late payment, Agentic is entitled to charge default interest at the rate of 9 percentage points above the base rate of the European Central Bank per annum for commercial transactions pursuant to § 288(2) BGB, without prior notice.
7. Warranty and Disclaimers
7.1 Platform Warranty Agentic warrants that it will provide the Services with reasonable skill and care, in accordance with generally accepted industry standards. The Platform is provided in its current state and is continuously developed and improved.
7.2 No Warranty for AI Outputs AI agent outputs are generated by probabilistic models and may contain errors, inaccuracies, or unexpected results. Agentic does not warrant that Agent outputs will be error-free, complete, or accurate in all cases. Agentic does not warrant that Agents will operate without interruption or without producing unexpected results. Agentic does not warrant that Agent outputs are suitable for any specific purpose without human review. The Client is solely responsible for evaluating, verifying, and approving Agent outputs before relying on them for business decisions, regulatory submissions, financial transactions, or any other purpose.
7.3 No Legal, Financial, or Regulatory Advice AgenticOS and all associated services are technology services. Nothing provided by Agentic, including agent outputs, documentation, or communications, constitutes legal, financial, tax, regulatory, or professional advice.
8. Limitation of Liability
8.1 Liability Cap Agentic's total aggregate liability under this agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the total fees paid by the Client to Agentic during the one (1) calendar month immediately preceding the event giving rise to the claim.
8.2 Exclusion of Liability To the maximum extent permitted by law, Agentic shall not be liable for indirect, incidental, consequential, special, or punitive damages. Agentic shall not be liable for loss of profits, revenue, business, data, or anticipated savings. Agentic shall not be liable for damages arising from the Client's use of or reliance on Agent outputs without appropriate human review and verification. Agentic shall not be liable for damages arising from decisions made by the Client based on Agent outputs. Agentic shall not be liable for damages caused by the Client's failure to fulfill its responsibilities under Section 3 of these Terms. Agentic shall not be liable for damages caused by the unavailability, malfunction, or inaccuracy of third-party AI models or services. Agentic shall not be liable for damages resulting from unauthorized access to the Client's systems that is not attributable to Agentic's breach of its security obligations.
8.3 Mandatory Liability (German Law) The limitations and exclusions of liability in Sections 8.1 and 8.2 do not apply to liability for intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by Agentic, its legal representatives, or its senior management. They do not apply to liability for injury to life, body, or health. They do not apply to liability under mandatory provisions of the German Product Liability Act (Produkthaftungsgesetz). They do not apply to liability for breach of cardinal obligations (Kardinalpflichten), meaning obligations whose fulfillment is essential to the proper execution of the agreement and on whose compliance the Client regularly relies. In the case of slightly negligent breach of cardinal obligations, Agentic's liability shall be limited to foreseeable damages typical for this type of agreement.
9. Indemnification The Client shall indemnify and hold harmless Agentic from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the Client's use of Agent outputs, including any decisions or actions taken based on such outputs. This indemnification also applies to the Client's breach of its obligations under Section 3 (Client Responsibilities), including data protection and AI Act obligations. It further applies to claims by third parties, including the Client's employees, customers, or partners, arising from the Client's deployment and use of AI agents, and to the Client's failure to comply with applicable laws and regulations in connection with the use of Agents.
10. Confidentiality
10.1 Obligation Both parties agree to treat all non-public information received from the other party as confidential. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party.
10.2 Exceptions The confidentiality obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, that was already known to the receiving party at the time of disclosure, that is independently developed by the receiving party, or that is required to be disclosed by law or by order of a court or regulatory authority.
10.3 Duration The confidentiality obligation survives the termination of the Service Agreement for a period of 3 years.
11. Term, Termination, and Data Portability
11.1 Term The initial term and renewal conditions are specified in the Service Agreement. Unless otherwise agreed, the managed service runs on a monthly basis.
11.2 Termination for Convenience Either party may terminate the Service Agreement by providing written notice in accordance with the notice period specified in the Service Agreement. Unless otherwise agreed, the notice period is 3 months to the end of a calendar month.
11.3 Termination for Cause Either party may terminate the Service Agreement with immediate effect if the other party commits a material breach of these Terms and fails to remedy such breach within 30 days of written notice, or if the other party becomes insolvent, enters liquidation, or has bankruptcy proceedings initiated against it.
11.4 Effects of Termination Upon termination, the Client's access to the Platform will be terminated. Agentic will provide reasonable support for a transition period of up to 30 days to enable the Client to migrate or decommission Agents, at the Client's expense. All Client Data in Agentic's possession, such as monitoring logs and account data, will be deleted or returned to the Client upon request within 30 days, in accordance with Art. 28(3)(g) GDPR, unless retention is required by law. Agent configurations deployed in the Client Environment remain in the Client Environment. However, the Client's right to use Agentic's proprietary technology, including Platform software, orchestration logic, and agent blueprints, ceases upon termination.
11.5 Data Portability Where technically feasible, Agentic will provide the Client with an export of agent configuration data and performance logs in a standard machine-readable format upon request.
12. Data Protection
12.1 Roles The Client is the data controller for personal data processed by Agents. Agentic acts as a data processor to the extent it processes personal data on behalf of the Client in connection with the managed service.
12.2 Data Processing Agreement The parties shall enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag, AVV) in accordance with Art. 28 GDPR prior to the commencement of services involving the processing of personal data.
12.3 Privacy Policy The processing of personal data in connection with the Website and Platform is further described in our Privacy Policy, available at https://agentic-advisory.com/privacy.
13. Compliance with the EU AI Act
13.1 Provider and Deployer Roles Under the EU AI Act (Regulation (EU) 2024/1689), Agentic acts as the provider of the AgenticOS Platform, which is the AI system used to deploy, manage, and orchestrate AI agents. The Client acts as the deployer of AI agents in its operational environment. Both parties acknowledge their respective obligations under the EU AI Act and agree to cooperate in ensuring compliance.
13.2 Agentic's Provider Obligations Agentic shall assess AI agents for risk classification under the EU AI Act. Agentic shall provide appropriate technical documentation and instructions for use to the Client. Agentic shall implement logging and record-keeping mechanisms to support auditability. Agentic shall design agents with the capacity for human oversight, as appropriate to the risk level. Agentic shall apply quality management and risk management processes for high-risk AI systems. Agentic shall cooperate with market surveillance authorities where required.
13.3 Client's Deployer Obligations The Client shall fulfill its deployer obligations as set out in Section 3.3 of these Terms.
13.4 Prohibited Practices Neither party shall use the Platform or Agents for purposes prohibited under Art. 5 of the EU AI Act, including but not limited to social scoring, real-time biometric identification in public spaces (except where legally authorized), manipulation, or exploitation of vulnerabilities.
14. Force Majeure Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, pandemic, war, terrorism, government actions, power failures, internet disruptions, or failures of third-party services. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
15. Amendments Agentic reserves the right to amend these Terms with reasonable notice. The Client will be notified of material changes at least 30 days in advance. Continued use of the Platform after the effective date of changes constitutes acceptance. If the Client does not agree to the amended Terms, it may terminate the Service Agreement in accordance with Section 11.
16. Severability If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
17. Governing Law and Jurisdiction
17.1 Governing Law These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 Jurisdiction The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is München (Munich), Germany, provided the Client is a merchant (Kaufmann), a legal entity under public law, or a public-law special fund.
18. Entire Agreement These Terms, together with the Service Agreement, Data Processing Agreement, and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations.
19. Dispute Resolution The European Commission provides a platform for online dispute resolution (ODR) at https://ec.europa.eu/consumers/odr/. Agentic GmbH is not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
20. Senior Advisors and External Collaborators Senior Advisors and external collaborators of Agentic GmbH act as independent external collaborators. They are not employees, officers, or legal representatives of Agentic GmbH. Agentic GmbH is not liable for the acts, omissions, or representations of Senior Advisors or external collaborators except to the extent such persons are acting under Agentic's direct written instruction in connection with the Services.
