Terms of Service
General Terms and Conditions of Stellar Technology B.V.
Effective date: September 4, 2025
These general terms and conditions apply to all offers and agreements arising therefrom between Stellar Technology B.V., located in Weesp, Chamber of Commerce number 97274542 ("Stellar") and its contracting parties ("Client").
Terms or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are only binding on Stellar if and insofar as this has been expressly accepted in writing.
Article 1. Definitions
1.1 In these general terms and conditions, the following terms have the following meanings:
| Term | Definition |
|---|---|
| AI Agent | The artificial intelligence voice agent developed and configured by Stellar that conducts telephone and/or chat interactions with end users on behalf of the Client. |
| Platform | The software platform made available by Stellar for configuring, managing, and deploying AI Agents. |
| Services | All work to be performed by Stellar as described in the quotation, including project work and platform services. |
| Project Work | One-off work such as proof of concept, pilot, implementation, integration, and initial configuration. |
| Platform Services | Ongoing service delivery consisting of hosting, provisioning, and maintenance of the Platform. |
| Configuration | The parameters, dialogue flows, responses, and behavioral rules of the AI Agent set by the Client and/or Stellar. |
| Conversation Data | All audio recordings, transcripts, metadata, and logs of interactions between the AI Agent and end users. |
| Work Products | All results of the Services, including custom configurations, integrations, and documentation. |
Article 2. Quotation and acceptance
2.1 Stellar shall prepare a quotation indicating what work ("the Services") Stellar offers to perform, what is included in the Services, and what amount will be due. Only the description of the Services indicated in the quotation is binding.
2.2 In general, the Services include the configuration and implementation of Stellar's customer service software (AI voice agent systems), integration with existing contact center and CRM infrastructure, development of custom conversations and dialogue management, remote and on-site support, and the hosting, management, and provision of Stellar's platform ("the Platform"), as well as all related work. Other work is only performed if stated in the quotation.
2.3 A quotation is entirely non-binding and valid for 30 days after sending, unless otherwise indicated in the quotation. Stellar can never be obliged to accept an acceptance after this period, but if Stellar does so, the quotation is nevertheless accepted.
2.4 The agreement is formed upon Stellar's receipt of the Client's acceptance of the quotation. The Client must electronically sign to confirm acceptance, using a method to be specified.
2.5 If the Client does not explicitly indicate agreement with the quotation, but nevertheless agrees, or gives the impression that Stellar performs work that falls within the description of the Services, the quotation is considered accepted. This also applies when the Client requests Stellar to perform certain work without awaiting a formal quotation.
2.6 Changing the Services is only possible with the consent of both parties, except insofar as otherwise provided elsewhere in these terms. Stellar will perform requested additional work at the usual hourly rate. It will be indicated in advance that additional work is involved.
Article 3. Delivery and acceptance
3.1 Stellar shall deliver the result after performing work or parts thereof when, in its professional opinion, it meets the specifications or is suitable for use.
3.2 The Client must then evaluate and approve or reject the delivered work within a reasonable period after delivery. If the Client does not reject the delivered work within this period, the delivered work is deemed to have been accepted.
3.3 If work is delivered in phases, the Client must give approval or rejection of the part of the work of that phase after delivery of each phase in the manner specified in the previous paragraph. The Client may not base an approval or rejection in a later phase on aspects that were approved in an earlier phase.
3.4 If the Client rejects the delivered work in whole or in part, Stellar will make every effort to remove the reason for rejection as soon as possible. Stellar may do this by revising the result or by providing a reasoned explanation of why the reason does not apply. The Client then has another reasonable period to approve or reject the revision or explanation.
3.5 If the Client continues to reject the delivered work in whole or in part after the revision or explanation, Stellar is entitled to charge additional costs for all subsequent revisions. Stellar will indicate during a revision whether additional costs will be due for subsequent revisions.
3.6 If a party indicates that it no longer considers further revisions useful, both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will reimburse the hours actually worked by Stellar, with a maximum of the quoted amount for the rejected work. However, the Client is not entitled to use the rejected work in any way.
3.7 After acceptance of the delivered work, all liability for defects in the delivered work lapses, unless Stellar knew or should have known of the defect at the time of acceptance. In any case, all liability for defects lapses one year after termination of the Agreement for any reason.
Article 4. Delivery of Services
4.1 After the agreement is formed, Stellar will perform its obligations with reasonable care and skill, taking into account the Client's reasonable requests.
4.2 The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable proper and timely performance of the Services. In particular, the Client ensures that all data, which Stellar indicates are necessary or which the Client should reasonably understand are necessary for performing the Services, are provided to Stellar in a timely manner.
4.3 The Client shall give Stellar access to all places, services, and accounts under its control that Stellar reasonably needs to deliver the Services.
4.4 Stellar guarantees that the Services are performed carefully, properly, and as well as possible.
4.5 Stellar is entitled, but never obliged, to examine the correctness, completeness, or coherence of the source materials, requirements, or specifications made available to it and, upon finding any imperfections, to suspend the agreed work until the moment the Client has removed the relevant imperfections.
4.6 Stellar has the right not to deliver or to deliver the Services on a limited basis (temporarily) if the Client fails to meet an obligation under the agreement or acts contrary to these general terms and conditions.
4.7 Stellar will make every effort to respond to a request from the Client during business hours within 2 hours, unless otherwise agreed in the quotation.
Article 5. Use of the Platform
5.1 The Platform is offered to the Client for the purpose of automating (customer) interactions by telephone and chat. The Client determines how it uses the Platform and for which specific purposes.
5.2 The Client may not use the Platform for applications other than those for which the Platform has been made available.
5.3 The Client must protect access to accounts by means of username and password or Single Sign On from unauthorized persons. In particular, the password must be kept strictly confidential. Stellar may assume that everything that happens from an account after logging in with your username and password happens under the direction and supervision of the Client. The Client is therefore liable for all these actions.
5.4 With the Platform, the Client processes personal data. Stellar acts as processor within the meaning of the General Data Protection Regulation ("GDPR"); the Client is the controller. The Client indemnifies Stellar against all claims from data subjects under this law.
5.5 Stellar employs appropriate technical and organizational measures to secure the processed data.
5.6 Stellar uses subprocessors for the delivery of the Platform. A current list of subprocessors is available upon request. Stellar informs the Client of intended changes, whereby the Client has the opportunity to object in writing within 30 days. In case of a well-founded objection, the parties will consult about a solution.
5.7 Conversation Data is stored for 30 days by default, unless otherwise agreed in writing. After this period, all Conversation Data is automatically and irreversibly deleted. Stellar will only access Conversation Data if:
- This is necessary for troubleshooting or quality improvement;
- The Client explicitly requests this;
- There is a legal obligation.
5.8 Stellar uses client data, including Conversation Data, exclusively for delivering the agreed Services. This data is never used for:
- Training AI models for other clients;
- Commercial purposes outside the service delivery to the Client;
- Sharing with third parties, except subprocessors to the extent necessary.
5.9 For transfers of personal data outside the EU, Stellar employs appropriate safeguards.
5.10 Further agreements on data processing, retention periods, and security measures are laid down in a separate data processing agreement that forms part of the agreement.
Article 6. Availability and maintenance
6.1 Stellar strives to offer the Platform with the highest possible availability. For specific availability guarantees, maintenance windows, and compensation arrangements, a separate service level agreement (SLA) can be concluded. In the absence of an SLA, Stellar aims for an availability of at least 99% per month, measured across all planned operational hours.
6.2 Stellar actively maintains the Platform. Maintenance may take place at any time, even if this may lead to a limitation of availability. Maintenance is announced in advance if possible and carried out at times with low usage.
6.3 Stellar may from time to time adjust the functionality of the Platform. Feedback and suggestions from the Client are welcome, but ultimately Stellar decides which adjustments it does or does not implement.
Article 7. Remote support provisions
7.1 Remote support is provided by telephone, e-mail, and other jointly agreed channels.
7.2 At the request of the Client, Stellar will propose software with which computers to be supported can be accessed remotely. It is the responsibility of the Client to ensure that its network and security environment allows this software to work.
7.3 If it appears that remote support does not lead to a satisfactory solution or is not feasible given the nature of the problem, Stellar will make every effort to reach a solution at the Client's location at the normal hourly rate.
Article 8. Development of Work Products
8.1 If a Service involves the development, configuration, and/or modification of Work Products, Stellar has the right, unless otherwise agreed, to use images, software, and components from third parties in the development, configuration, or modification of Work Products.
8.2 Stellar is permitted to use open source software whose rights belong to third parties. This means, among other things, that Stellar may deliver open source software to the Client and may incorporate open source software in Work Products that Stellar creates or modifies as part of a Service. If the license of certain open source software means that the Client can only distribute (parts of) the software as open source, Stellar will adequately inform the Client of all applicable license terms.
8.3 After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the developed Work Products lies with the Client.
Article 9. Usage rules
9.1 It is prohibited to use the Platform for acts that violate Dutch or other applicable laws and regulations. This includes, among other things, storing or distributing information via the service that is defamatory, libelous, or racist.
9.2 It is prohibited to use the AI Agent for legally binding advice without human review; collecting special categories of personal data without explicit consent; misleading dialogues where the AI character is deliberately concealed; and automated decision-making with legal effects without human intervention.
9.3 Commercial use of the Platform with other parties ("reselling") is prohibited unless explicitly agreed in writing with Stellar.
9.4 In particular, it is prohibited to use the Platform in such a way that it causes nuisance or hindrance to other users. This includes, among other things, using own scripts or programs for uploading or downloading large amounts of data, or making excessively frequent calls to the service.
9.5 If Stellar determines that the Client violates the above conditions, it will warn the Client. If this does not lead to an acceptable solution, Stellar may intervene to end the violation. In urgent or serious cases, Stellar may intervene without warning.
9.6 Stellar is entitled at all times to report observed criminal offenses.
9.7 Stellar may recover damages resulting from violations of these rules of conduct from the Client. The Client indemnifies Stellar against all claims from third parties relating to damage resulting from a violation of these usage rules.
Article 10. AI-specific provisions
10.1 The Client is responsible for:
- Informing end users that they are communicating with an AI agent
- The accuracy and completeness of the configuration information provided by the Client
- Regularly checking and validating AI Agent output
- Setting up escalation procedures for complex or sensitive topics
10.2 The Client acknowledges that AI Agents:
- Function based on probabilities and may therefore give incorrect or incomplete answers
- Are dependent on the quality of the configuration and training data
- Are not suitable for making final decisions without human oversight if these decisions can have significant consequences
10.3 Stellar makes every effort to ensure the accuracy of the AI Agent by:
- Implementing guardrails and safety measures
- Monitoring conversations for quality (with due regard for privacy)
- Making tools available for dialogue management and configuration
10.4 The Client indemnifies Stellar for all claims from third parties arising from:
- Incorrect or incomplete information provided by the AI Agent
- Failure to adequately inform end users about the AI nature of the interaction
- Decisions made on the basis of AI Agent output without human validation
Article 11. Intellectual property rights
11.1 All intellectual property rights to the Platform, the underlying software, and standard functionalities belong to Stellar or its licensors. For custom configurations and modifications developed specifically for the Client, different ownership arrangements may be agreed. The Client always retains ownership of its own data, content, agent configuration, and business information processed via the Platform.
11.2 The Client only acquires the usage rights and powers that arise from the scope of the agreement or that are granted in writing, and for the rest, the Client will not reproduce or publish the Work Products or other results of Services materials.
11.3 The Client has no right to a copy of source files (such as image, website, or software source code) of delivered Work Products unless this has been explicitly and unambiguously agreed in writing.
Article 12. Prices and payment for Services (excluding the Platform)
12.1 For the Services, excluding the Platform, the Client owes the fixed amount(s) stated in the quotation. The Client owes 50% at the start of the work and the remaining amount at the moment the work has been performed. Advance payments are due as soon as Stellar indicates that the work will begin. Other amounts are only charged if stated elsewhere in these general terms and conditions.
12.2 Stellar will send an electronic invoice to the Client for the amounts owed by the Client.
12.3 The payment term for invoices is one month after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, the Client is in default by operation of law after this period has expired without notice of default being required. If an amount due is not paid within the payment term, statutory interest is due on the outstanding invoice amount.
12.4 If the Client believes that (part of) an invoice is incorrect, the Client must report this to Stellar within the payment term. The payment obligation for the disputed (but not the other) part is suspended until Stellar has investigated the report. If Stellar's investigation shows that the dispute was unjustified, the Client must pay the disputed amount within seven days.
12.5 In the event of late payment, the Client, in addition to the amount owed and the interest accrued thereon, is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs, and collection agencies. In particular, Stellar is entitled to charge administrative costs of €50 (fifty euros) in this case.
12.6 The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payments, or if a general attachment is levied on the Client's assets, the Client dies, goes into liquidation, or is dissolved.
Article 13. Prices and payment for use of the Platform
13.1 A fee is charged for the use of the Platform consisting of license costs, a fee per minute, and/or a fee per conversation. The Client is informed of the costs for use.
13.2 Invoicing is done monthly in arrears based on actual use.
Article 14. Confidentiality
14.1 Parties shall treat information that they provide to each other before, during, or after the performance of the agreement confidentially when this information is marked as confidential or when the receiving party knows or should know that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on third parties engaged by them to perform the agreement.
14.2 Stellar will make every effort to avoid taking note of data that the Client stores and/or distributes via the software to which the Services relate, unless this is necessary for proper performance of the agreement or Stellar is obliged to do so pursuant to a statutory provision or court order. In that case, Stellar will make every effort to limit access to the data as much as possible, insofar as this is within its power.
14.3 Stellar may use the knowledge gained in performing the agreement for other assignments, insofar as no information from the Client becomes available to third parties in violation of confidentiality obligations.
14.4 The obligations under this article also exist after termination of the agreement for any reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.
Article 15. Liability
15.1 Stellar is only liable to the Client in the case of an attributable shortcoming in the performance of the agreement and exclusively for substitute compensation, i.e., compensation for the value of the omitted performance.
15.2 Any liability of Stellar for any other form of damage is excluded, including, among other things, additional compensation in any form whatsoever, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data, as well as damage due to exceeding deadlines as a result of changed circumstances.
15.3 In case of liability pursuant to the first paragraph, Stellar's liability shall be limited as follows:
- For project work: a maximum of the amount paid for the relevant Service;
- For Platform services: a maximum of the amount that the Client has paid to Stellar in the twelve months prior to the damage;
- These limitations lapse if and insofar as the damage is the result of intent or gross negligence on the part of Stellar.
15.4 Stellar's liability for attributable shortcoming in the performance of the agreement only arises if the Client immediately and properly gives Stellar written notice of default, setting a reasonable period to remedy the shortcoming, and Stellar continues to fail attributably in the performance of its obligations after that period. The notice of default must contain as detailed a description of the shortcoming as possible, so that Stellar is able to respond adequately.
15.5 In case of force majeure, which in any case includes failures or outages of the internet, the telecommunications infrastructure, power failures, domestic unrest, mobilization, war, transport disruptions, strikes, lockouts, business disruptions, stagnation in supply, fire, flooding, import and export restrictions, and in case Stellar is prevented from delivering by its own suppliers, regardless of the reason, so that performance of the agreement cannot reasonably be required of Stellar, the performance of the agreement shall be suspended, or the agreement shall be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.
Article 16. Duration and termination
16.1 The agreement is entered into for an indefinite period.
16.2 Both parties may always terminate in writing with a notice period of two months. The agreement may furthermore only be terminated prematurely as provided in these general terms and conditions, or with the consent of both parties. The Client may terminate the agreement prematurely upon payment of a buyout amount equal to the hours worked at the hourly rate applicable within Stellar, unless a different buyout amount is explicitly defined in the agreement.
16.3 After termination, the Client has the right to export its data in a common format for six months. Stellar will provide reasonable assistance in data transfer to a new supplier. After this period, Stellar is entitled to delete all data, unless statutory retention obligations apply.
16.4 For data export that requires more than standard effort, Stellar may charge reasonable costs. These are communicated transparently in advance.
16.5 The agreement automatically ends if a party is declared bankrupt, applies for suspension of payments, or if a general attachment is levied on its assets, dies, goes into liquidation, or is dissolved.
Article 17. Changes to the agreement
17.1 After acceptance, the agreement may only be amended with mutual consent.
17.2 For ongoing Platform services, Stellar is entitled to unilaterally amend these general terms and conditions, provided that: changes are announced at least three months in advance; changes are based on changed laws and regulations, technical developments, or reasonable business operations; and the changes do not have disproportionately adverse consequences for the Client.
17.3 If the Client objects within this period, Stellar will consider whether it wishes to withdraw the objectionable amendments or extensions or not. Stellar will notify the Client of this decision. If Stellar does not wish to withdraw objectionable amendments or extensions, the Client has the right to terminate the agreement as of the date they will take effect.
17.4 Stellar may make changes to these general terms and conditions at any time if these are necessary due to changed statutory regulations. The Client cannot object to such changes.
17.5 The above regulation also applies to prices.
Article 18. Order of precedence
18.1 In case of conflict between documents, the following order of precedence applies: (1) the Agreement, (2) any annexes/addenda, (3) these general terms and conditions.
Article 19. Final provisions
19.1 Dutch law applies to this agreement. Unless otherwise prescribed by the rules of mandatory law, all disputes that may arise as a result of this agreement shall be submitted to the competent Dutch court in the district in which Stellar is located.
19.2 Parties may deviate from these terms and conditions by mutual agreement through written addenda.
19.3 Additional terms and conditions may apply to specific services, such as a Service Level Agreement, Data Processing Agreement, or Project Statement of Work.
19.4 If any provision of this agreement proves to be void, this does not affect the validity of the entire agreement. In that case, the parties shall establish (a) new provision(s) to replace it, which give(s) shape to the intention of the original agreement and these general terms and conditions as far as legally possible.
19.5 "In writing" in these terms and conditions also includes e-mail, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties shall make every effort to confirm receipt and content of communications by e-mail.
19.6 The version of any communication received or stored by Stellar shall be considered authentic, subject to proof to the contrary to be provided by the Client.
19.7 Each party is only entitled to transfer its rights and obligations under the agreement to a third party with prior written consent of the other party. In deviation from this, Stellar is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary, or sister company.
These terms of service are governed by Dutch law.