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Terms of business, written to be read.

The terms every engagement with MB Meihuizen AI runs on. We build with AI, so these Terms say plainly what AI output is and is not, who checks it, who owns the result, and where liability stops. A proposal or statement of work can vary them; nothing else does.

Download the PDF info@meihuizen.ai

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Who the parties are.

provider: Mažoji bendrija Meihuizen AI (MB Meihuizen AI), trading as meihuizen.ai.
legal form: Small partnership (mažoji bendrija) under the Law on Small Partnerships of the Republic of Lithuania, represented by Nico Meihuizen.
registered office: Laisvės al. 110, LT-44253 Kaunas, Lithuania.
company code: 308157412, Register of Legal Entities of the Republic of Lithuania.
TIN: 308157412. For a Lithuanian legal entity the tax identification number is its company code.
VAT number: Not yet issued at the date of these Terms. The Provider will notify the Client once issued.
contact: info@meihuizen.ai · meihuizen.ai
client: The legal entity or business named in the proposal, statement of work or order. Services are provided to business clients only; these Terms do not apply to consumers.
version: 4 October 2026, replacing the version of 28 September 2026.

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What these Terms cover.

These Terms of Business (“Terms”) govern the provision of software development, programming, related engineering services and Second Audience services (the “Services”) to the Client. They apply to every engagement unless expressly varied in a signed statement of work; any proposal issued to the Client forms part of these Terms.

The Provider works with artificial intelligence (AI): large language models, AI coding assistants and autonomous or semi-autonomous coding agents throughout design, implementation, testing, documentation and review. By engaging the Provider, the Client accepts this as the default working method, subject to the provisions below.

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What AI-assisted work is, and is not.

best effort: All Services are provided on a best-effort basis: the Provider undertakes to apply reasonable care and skill, not to achieve a particular result. The work is AI-assisted, and both AI and humans make mistakes.
a draft, not a guarantee: Code, documentation, tests and configuration produced with AI may contain errors, omissions, outdated assumptions, security weaknesses or plausible but incorrect content. All such output is treated as a draft and reviewed by the Provider before delivery, but review does not remove the possibility of defects.
no error-free warranty: The Provider acts with due care and tests in proportion to the agreed scope, but does not warrant that any deliverable is free of bugs, vulnerabilities or unintended behaviour.
training data: AI tools are trained on large public and licensed datasets. The Provider cannot fully warrant that AI-generated content bears no incidental similarity to third-party code, and makes no representation about the intellectual property provenance of any AI model.
security and compliance: AI-assisted code does not replace an independent security audit, penetration test or compliance assessment; these remain the Client’s responsibility before deployment to production or regulated environments.
human oversight: A qualified engineer reviews AI-generated output, but the Client’s final acceptance testing remains an essential part of quality assurance.
opt-out: A Client that does not want AI, or specific AI tools, used must say so in writing before work begins; this may affect timelines and fees.

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What the Client agrees to.

Provide timely feedback, access, credentials, test data and environments reasonably required to perform the Services.

Carry out its own final acceptance testing, security review and compliance validation before relying on any deliverable in a production, safety-critical or regulated context.

Keep independent backups of its own systems, code and data, and not submit data it is not authorised to share to any third-party AI tool.

Promptly notify the Provider in writing of any suspected defect, security issue or unintended behaviour.

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Confidentiality and data.

Each party keeps the other’s confidential information confidential and uses it only to provide or receive the Services, except where disclosure is required by law. This obligation survives the end of the engagement.

The Provider does not knowingly submit Client trade secrets, personal data or regulated data to a third-party AI system without the Client’s written consent.

Where personal data is processed in the course of the Services, the parties comply with Regulation (EU) 2016/679 (GDPR) and the Law on the Legal Protection of Personal Data of the Republic of Lithuania. Where the Provider acts as processor, the parties conclude a data processing agreement under Article 28 GDPR.

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Who owns the work.

ownership: All intellectual property in the Services and their results remains the Provider's property at all times. This covers every service, including Agent Fritz, Five, Second Audience and custom builds, and their software, system instructions, sales plays, tests, scan methods and reports. Nothing in these Terms or in a proposal transfers it to the Client.
right to use: The Client receives a non-exclusive, non-transferable right to use the Services and their results for as long as it pays the fees due: for a subscription, during its term; for a one-off deliverable such as a Second Audience report, for the Client's own internal use once paid. No licence is perpetual and no software key is sold.

Third-party and open-source components remain under their own licences.

The Provider does not warrant clear title to elements produced by third-party AI systems trained on public data, and recommends independent IP due diligence for high-risk use cases.

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Warranty disclaimer.

The Services and all their results are provided as is and as available, without any guarantee or warranty of any kind, express or implied, including as to accuracy, completeness, availability, fitness for a particular purpose, non-infringement or results.

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Limitation of liability.

no liability: To the maximum extent permitted by law, the Provider is not liable for any loss or damage arising out of or related to the Services or their results, whatever the legal basis of the claim.
fallback cap: Where liability cannot be excluded, it is limited to the fees the Client actually paid for the engagement in the three (3) months before the event giving rise to the claim.
indirect losses: The Provider is not liable for indirect losses, lost profits or revenue, lost data, or loss of business or goodwill.
third-party services: The Provider is not liable for outages, errors or data handling of third-party AI platforms, cloud providers or other services, beyond its own duty to select and use them reasonably.
client reliance: The Provider is not liable for losses arising from the Client deploying a deliverable without the acceptance testing, security review or compliance validation in section 4.
mandatory law: Nothing in these Terms excludes liability that cannot be excluded under Article 6.252 of the Civil Code of the Republic of Lithuania, such as liability for intent, gross negligence, injury to health or loss of life.

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Indemnification.

Each party indemnifies the other against third-party claims arising from its breach of these Terms, gross negligence or wilful misconduct, subject to the limits in section 8.

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Second Audience scans.

free scan: The free Second Audience scan is a summary of the full scan. It places no obligation on the Client to buy anything and creates no payment obligation.
full report: The price of the full report is set in the proposal. If the Client orders implementation within 6 months of delivery of the report, the full report price is credited against the implementation price.
use of the report: The Client may use the report freely for its own business purposes, including implementing the fixes itself. The report may not be published or resold without the Provider’s written consent.
nature: The report captures AI agent answers and the state of public pages at a given time. Agent answers change; the Provider does not warrant how agents will answer in future, and the report is not legal, tax or financial advice.

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Fees and payment.

Fees, their structure and payment terms are set out in the proposal or statement of work. Prices are in euros; VAT, where applicable, is added as required by law.

Unless agreed otherwise, invoices are due within fourteen (14) days of issue.

In the event of late payment, the Client shall pay interest of 0.05 per cent of the overdue amount for each day of delay. If an invoice is more than fourteen (14) days overdue, the Provider may suspend the Services, including hosted services (Agent Fritz, Five), without further notice until payment is made.

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Termination.

custom work and one-off services: Either party may terminate an engagement without cause on fourteen (14) days’ written notice, or immediately for the other party’s material breach left uncured within a reasonable period (Article 6.217 of the Civil Code of the Republic of Lithuania).
subscriptions (agent fritz, five): The minimum term and renewal are set in the proposal. The Client may end a subscription at the end of its term with thirty (30) days' written notice. The Provider may end a subscription without cause on twelve (12) months' written notice, or immediately if the Client does not pay or materially breaches the agreement.

On termination, the Client pays for Services performed and expenses properly incurred up to the termination date.

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Governing law and disputes.

These Terms are governed by the law of the Republic of Lithuania, without regard to conflict-of-law rules.

The parties first try to resolve any dispute by negotiation. If it is not resolved within thirty (30) days, it is settled by the courts of the Republic of Lithuania according to the Provider’s registered office (Kaunas).

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General provisions.

entire agreement: These Terms with the proposal or statement of work form the entire agreement on the Services and supersede prior discussions on the same subject.
amendments: Amendments are valid only in writing and signed by both parties (electronic signature included).
severability: If any provision is held invalid, the remaining provisions stay in force.
assignment: Neither party may assign its rights and obligations under these Terms without the other’s written consent, except in a reorganisation or transfer of the business.
force majeure: Neither party is liable for failure to perform caused by force majeure under Article 6.212 of the Civil Code of the Republic of Lithuania.
language: These Terms are made in English only.

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Acceptance.

By signing these Terms, or by engaging the Provider under a proposal or statement of work that refers to them, the Client confirms it has read, understood and agrees to be bound by these Terms.

The signable PDF of this version: terms-of-business.pdf.