Terms and conditions

Last updated on August 14, 2026. Applicable to Goldstar-Capital Holding Ltd, company number 17347660 (Companies House), established in London.

Article 1. Definitions

• We, us: Goldstar-Capital Holding Ltd, the user of these terms and conditions.
• You, client: the party entering into an agreement with us. These terms are directed at parties acting in the course of a profession or business.
• Agreement: the arrangement between you and us regarding services to be delivered, including the quote and these terms.
• Services: everything we carry out for you, including process mapping, building and running AI agents and chatbots, and the reporting that goes with it.
• Agent: software that carries out actions within an agreed process on your behalf, within the boundaries recorded in writing under article 5.

Article 2. Applicability

These terms apply to every quote and every agreement between you and us, unless we agree otherwise in writing. Your own purchasing conditions are expressly rejected.

If a provision of these terms is void or voidable, the remaining provisions continue to apply. We then replace that provision with a valid one that stays as close as possible to the original intent.

Article 3. Quotes and formation

A quote is without obligation and valid for 30 days, unless a different period is stated. Prices exclude VAT unless stated otherwise.

The agreement comes into being once you accept the quote in writing or by email, or once we begin work with your consent. An obvious error or slip in a quote does not bind us.

Article 4. Performance

We carry out the engagement to the best of our insight and ability, with the care you may expect from a competent supplier. Any lead times mentioned are an estimate and never a strict deadline, unless we expressly agree one in writing.

We may have work carried out by third parties where that benefits quality or speed. We remain your point of contact in that case.

Article 5. What we do and do not promise about agents

This article matters most, so it is written plainly. Building and running AI agents is an obligation to make best efforts, not an obligation to achieve a particular result.

How much time an agent saves depends on factors outside our control: how consistent your processes are, how many exceptions arise, the quality of the data in your systems, and changes in the underlying models we build on. We therefore cannot and do not guarantee a percentage of hours saved, a number of tasks handled, a payback period or a reduction in headcount. If a supplier promises you those figures before seeing your processes, treat it with caution.

What we do commit to:

• The boundary of every agent is recorded in writing before it is built: which actions it performs on its own, which it prepares for a person, and which it never touches. You approve that document.
• An agent acts only within that boundary. Widening it requires your written approval.
• Every action an agent takes is logged and traceable.
• We report on measured data, including what the agent got wrong, and name the source.
• Where we see that an approach is not working, we say so and adjust.

An agent can produce an incorrect outcome within the approved boundary, in the same way a person can. That is why the boundary exists and why work with legal, financial or personal consequences stays with a human decision-maker. We are not liable for the consequences of actions an agent carried out within the boundary you approved, other than as set out in article 11.

Where an agent processes personal data inside your systems, you are the controller and we are the processor. That relationship is governed by a separate data processing agreement, which forms part of the agreement.

Article 6. What we need from you

Proper performance requires your cooperation. You ensure that the data, texts, materials and access we need are supplied on time.

You warrant that the material you supply infringes no rights of others. If a third party brings a claim regarding material you supplied, you indemnify us against it.

If the engagement is delayed because we are waiting on you, the planning shifts and we may charge the additional costs arising from that.

Article 7. Prices and payment

All prices are in euros and exclude VAT. Invoices are payable within 14 days of the invoice date.

If you do not pay on time you are in default without notice of default being required. From that moment statutory commercial interest is due. Extrajudicial collection costs are for your account, calculated according to the applicable statutory scale.

In the event of payment arrears we may suspend the work until the invoice is settled. We tell you in advance.

For a new engagement we may ask for a deposit of 50 percent before starting. For ongoing services we invoice monthly, in advance.

Article 8. Term and termination

An engagement for a one-off service ends once that service has been delivered. An ongoing agreement is entered into for an indefinite period, unless we agree a term.

Either party may terminate an ongoing agreement in writing with a notice period of 1 month. Work already carried out at the moment of termination is invoiced as normal.

On termination we hand over the process documentation and the configuration of the agents built for you, and we deactivate their access to your systems.

We may terminate the agreement with immediate effect if you are declared bankrupt, apply for suspension of payments, or remain in default despite a reminder.

Article 9. Intellectual property

Reports, analyses, process documentation and advice we produce for you become your property after payment in full. You may use them for your own business.

The methods, checklists, templates and underlying approaches with which we produce those deliverables remain ours. You may not independently reproduce, resell or make them available to third parties.

We may name your company and the work carried out as a reference, unless you object. Figures and data you have marked as confidential are never published.

Article 10. Confidentiality

We keep confidential everything you provide to us in confidence, including after the agreement ends. Credentials to your systems are kept in a password manager and removed within fourteen days of the engagement ending. This obligation is mutual.

Which personal data we process, on what legal basis and how long we keep it is set out in our privacy statement.

Article 11. Liability

Our liability is limited to the amount you paid for the engagement concerned in the twelve months preceding the event. For an ongoing agreement the amount over the last six months applies.

We are not liable for indirect damage, including lost profit, lost revenue, loss of customers, reputational damage or consequential loss.

These limitations do not apply in the event of intent or deliberate recklessness on our part. A claim lapses in any event twelve months after you discovered the damage or could reasonably have discovered it.

Article 12. Force majeure

If we cannot meet our obligations due to a cause not attributable to us, that constitutes force majeure. This includes at least an outage at our hosting or internet provider, a large-scale power failure, government measures, and the unavailability or discontinuation of a third-party model or service an agent depends on. Obligations are then suspended. If the force majeure lasts longer than sixty days, either party may dissolve the agreement without compensation.

Article 13. Complaints

If you are not satisfied with the work delivered, report it within fourteen days of delivery, in writing and with a clear description. We respond within ten working days. A complaint does not suspend your payment obligation.

Article 14. Changes to these terms

We may amend these terms. For an ongoing agreement we give at least thirty days' notice of a change. If you do not agree, you may terminate the agreement as at the effective date.

Article 15. Governing law and disputes

Dutch law applies to every agreement. The competent court is determined by the place of establishment and is still to be recorded here.