Additional Maintenance Terms and Conditions

1. Parties, Applicability and Order of Precedence

1.1. AIAgentCycle is a trading name of Good Nature Vibe B.V., with its registered office in Oosterwolde, correspondence address Houtwal 29B, 8431 EX Oosterwolde, Dutch Chamber of Commerce number 95865101, VAT ID NL867353673B01, email info@aiagentcycle.com. These terms apply exclusively to clients acting in the course of a business or profession.

1.2. These terms apply to maintenance and management services agreed in writing. The development of automations, one-off setup, takeover assessments, separate projects and third-party services are included only to the extent expressly stated in the statement of work.

1.3. In the event of a conflict, the following order applies: an expressly agreed deviation in the signed quotation or statement of work; these maintenance terms; AIAgentCycle’s B2B General Terms and Conditions. A data processing agreement takes precedence where the processing and protection of personal data are concerned. Mandatory law remains applicable. A deviation must clearly identify the subject concerned and the differing arrangement.

1.4. The statement of work specifies at least the selected service, price, start date, managed environments and workflows, suppliers, data categories, budgets, contact persons and deviations from the standard service. Concrete commitments on which the agreement is based are included in it. This order of precedence does not make incorrect or misleading prior information valid retrospectively.

5. Backups and Restore Tests

5.1. The assignment identifies the data to be protected. For a standard n8n environment, this consists of the necessary database, workflows, configuration, encryption key and agreed local files. Keys are stored securely with appropriate separation of duties. An export without the data and keys needed for recovery does not qualify as a complete backup.

5.2. Backups run automatically each day to agreed storage separate from the production environment. AIAgentCycle checks their execution on working days and investigates failed backups. The Client pays for the required external storage unless stated otherwise in writing.

5.3. The restore test includes restoration in an isolated environment, verification of readability and necessary access, and a controlled test of the identified critical function. A test must not execute real payments, send customer messages or perform other unintended production actions. The test result and any defects are recorded.

5.4. Daily backups aim for a recovery point no more than approximately 24 hours old when backups complete correctly. This is a design objective, not a guaranteed RPO. There is no guaranteed recovery time or RTO without a separate agreement. A failure in the backup chain may make the available recovery point older; AIAgentCycle warns of an identified relevant shortfall and performs the agreed remedial measures.

5.5. Restore tests and correcting shortcomings in AIAgentCycle’s own backup service are included. Actual restoration following, for example, a Client error or an external failure first uses available included work hours and then approved additional work. Restoration due to a breach attributable to AIAgentCycle is not charged separately and does not use included work hours.

5.6. The Client remains responsible for data outside the described backup scope. For data within the agreed backup service, AIAgentCycle cannot rely on a general provision stating that the Client should have arranged all backups itself.

7. Triage, Included Work Hours and Responsibility for Remedy

7.1. Each subscription period includes thirty minutes of human triage. Once these have been used, further chargeable analysis is performed only using available, authorised included work hours or after approval of additional work. Before a limit is exceeded, AIAgentCycle states the proposed next step and the maximum that applies to it.

7.2. The two or five included work hours, respectively, are intended for small, clearly defined tasks within the existing environment. A new automation, substantial change or new business process is estimated first, even if hours remain available. The parties may agree in writing that part of a clearly defined change will be covered by included work hours.

7.3. Included work hours and triage are recorded as actual human time spent. AI computation time, unattended agent runtime and waiting time are not recorded as human hours. Testing, review, documentation and necessary human oversight do count as working time. Fixed maintenance and remedying AIAgentCycle’s own breach are recorded separately and are not deducted from the allowance.

7.4. Unused triage and included work hours expire at the end of the subscription period; they do not accumulate as a saved balance. For work to be performed in the same period, the Client should preferably request planned work five working days before the end. A later request does not automatically lapse, but performance depends on the remaining capacity. If AIAgentCycle fails, for a reason of its own, to perform work already agreed within the promised period, the hours reserved for that work are made available in addition to the next period’s allowance. If the subscription ends, this demonstrably undelivered promised work is credited at EUR 110 per hour, up to the monthly fee concerned.

7.5. AIAgentCycle remedies a breach in the agreed work attributable to it without additional labour costs or costs for its own AI tools. Examples include an incorrectly configured backup, a carelessly performed change and missing agreed error handling. This also applies without an active maintenance subscription, within the applicable statutory and contractual rights. The absence of a subscription does not automatically make a defect in AIAgentCycle’s own delivery chargeable additional work.

7.6. Where the cause is unknown, it is not assumed in advance that the Client must pay. For additional investigation, the parties may agree a conditional cost ceiling: charges apply only to the extent that the cause proves not to be attributable to AIAgentCycle. Incorrectly deducted hours or costs are corrected. Inability to establish the cause does not in itself prove the Client’s responsibility.

7.7. Changes to third-party APIs, expired Client subscriptions, Client changes, new functional requirements and remedying demonstrable external causes may result in chargeable work. AIAgentCycle’s own obligations of careful management, alerting, damage mitigation and agreed maintenance remain in force. Where causes are shared, the work and responsibility are assessed according to each party’s demonstrable share.

9. AI Use, Credits and External Costs

9.1. AIAgentCycle uses AI assistance for analysis, development, maintenance, checks and documentation. AIAgentCycle remains responsible for the care exercised in its own performance and for an appropriate level of human oversight.

9.2. AIAgentCycle’s usual own AI subscriptions and development tools are included in the price. They are not added retrospectively as an unexpected surcharge. With fixed prices, greater efficiency is reflected in the agreed pricing and capacity; the price is not automatically recalculated afterwards according to hours worked. For work charged on a time-spent basis, the actual human time spent is charged.

9.3. Exceptional additional development API usage attributable to the assignment is charged separately only if the supplier, calculation method and maximum budget have been agreed in advance. The same costs are not also charged as included costs or general overhead.

9.4. API and model usage by the Client’s operational automations, hosting, external backup storage and paid software licences are separate usage costs. By default, the Client enters into and pays for the relevant supplier contracts itself. If AIAgentCycle passes on costs, the quotation states the basis and any handling markup. A markup applies only if expressly agreed.

9.5. For usage with financial consequences, the budget, warning level, desired stop measure, authorisations and exceptions are documented. A usage warning is not a guaranteed hard spending limit. Ongoing requests and delayed supplier records may affect a technical limit. A required hard limit must be made technically feasible separately; if this is not possible, it is disclosed before use begins and no hard limit is promised. A budget does not constitute unlimited permission to exceed it.

9.6. Personal data, secrets and confidential content are not disclosed to AI services without an appropriate legal basis, data processing arrangements and agreed instructions. Use for model training is not permitted by default. This arrangement also applies to AI tools in terminals and development environments.

11. Start, Takeover and Self-Management

11.1. Maintenance begins on the start date confirmed in writing, after an appropriate intake and documentation of access, backup scope, monitoring and known shortcomings. AIAgentCycle distinguishes between existing defects, included start-up work and separately quoted remediation. A takeover assessment does not guarantee that every hidden defect has been found.

11.2. Taking over an existing environment is estimated separately in advance, with an indicative starting price of EUR 450 excluding VAT. This amount covers only the expressly described intake and handover, not unlimited remediation or a guaranteed safe takeover. If the same setup or intake is already part of a development project, it is not charged again.

11.3. Where a delay is solely attributable to AIAgentCycle, the monthly fee does not start until the agreed service is actually available. Where the Client’s cooperation is missing, the parties discuss the consequences and a new start arrangement; unused, undelivered services are not treated as fully performed without agreement.

11.4. Self-management costs EUR 0 per month in maintenance services from AIAgentCycle. The Client then arranges monitoring, updates, backups, restore tests, licences, security and incident follow-up itself or through a third party. External costs remain. Ad hoc assistance is available by agreement at the applicable rate confirmed in advance. Existing rights concerning defects in delivered work remain in force.

13. Termination, Export and Switching

13.1. Supplier accounts in the Client’s name are used by default. AIAgentCycle receives delegated management rights. This gives the Client control over the accounts, but does not transfer ownership of rented hardware or third-party software.

13.2. The included standard handover consists of current exportable workflows and configuration, necessary maintenance information, versions and dependencies, an overview of accounts and outstanding points requiring attention and, where the backup service applies, a usable final backup. Secrets are transferred through a secure channel. Access rights and any keys requiring rotation are explicitly addressed.

13.3. Where coordination takes place in good time, the standard handover is provided no later than termination; remaining handover work is completed within ten working days at the latest. Management rights are revoked at the agreed end, except for the minimum necessary, expressly authorised temporary access for the handover. This does not revoke the Client’s right to use work already paid for.

13.4. Migration to a different architecture, new development and additional work for a successor may be estimated separately. Providing existing documentation and standard exports does not incur a separate exit penalty. Switching assistance that must be provided free of charge by law is not reclassified as chargeable additional work.

13.5. To the extent AIAgentCycle temporarily retains an export, it remains securely available for retrieval for thirty calendar days after termination by default. It is then deleted, subject to a different agreed instruction or statutory obligation. Normal operational backup copies leave the retention cycle no later than thirty days after termination. A longer retrieval period required by law takes precedence; the data processing arrangements are aligned with it. No new production backups are made after termination without an additional agreement.

13.6. If the services fall within the switching rules for data processing services under the EU Data Act, the mandatory rules on switching, time limits, data availability and costs apply. The parties document the applicable procedure and data categories before commencement. The general commercial handover provisions do not limit these rights.