These general terms and conditions of agentic development (the “terms” or “GTC-AD”) are issued by NetGenium s.r.o., with its registered office at Za Zámečkem 1037/1b, Jinonice, 158 00 Prague 5, Czech Republic, identification number 27092381, tax ID CZ27092381, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Entry 95657 (the “Supplier”), for the use of the MCP server of the NET Genium Framework to develop and administer an information system with the help of AI agents.
1. Introductory provisions and acceptance of the terms
1.1 These terms govern the rights and obligations of the Supplier and the Customer in the provision of the Agentic Development Service: making the MCP server of the Information System available to AI agents and providing the Framework Knowledge and the Implementation Model.
1.2 The terms apply to anyone who uses the NET Genium Framework under a contract or terms of the Supplier and wishes to connect Agents to its Instance (the “Customer”). Other relations between the Supplier and the Customer – in particular the use of the NET Genium Framework and the operation and support of the Information System – are governed by the contract or terms under which the Customer uses the NET Genium Framework; these terms do not replace them and take precedence over them in matters of Agentic Development. The Customer may only be a natural or legal person engaged in business who uses the Service in the course of their business activity. The terms do not apply to the NET Genium Online service, whose MCP server is governed by the License terms of the NET Genium Online service.
1.3 The Customer orders the Service from the Supplier via the Helpdesk. The Supplier issues an invoice for the Fee for the first billing period stating the version of these terms. By paying the Fee, the Customer accepts these terms in the stated version, and the Supplier makes Agentic Development available by setting up a License Key with Agentic Development Enabled.
1.4 The current wording of the terms is published at www.netgenium.com with its version number and effective date. The Customer familiarises themselves with the terms before paying the first Fee.
1.5 The Supplier may amend the terms. It publishes a new version and notifies the Customer of it via the Helpdesk at least 30 days before it takes effect. If the Customer does not agree with the amendment, they may terminate the Service by a notice delivered via the Helpdesk no later than on the day preceding the effective date of the new version; the Service then ends on that day and the Supplier refunds the Customer a proportionate part of the Fee paid for the period after the end of the Service. If the Customer does not terminate the Service in this way, they accept the new version on its effective date.
2. Definitions
2.1 Capitalised terms have the following meaning in these terms:
2.1.1 “Agent” means a software agent powered by a third-party AI model (e.g. Claude, Codex, Copilot) that connects to the Instance through the MCP server and, at the instruction of a Developer, reads or changes its data and application model;
2.1.2 “Agentic Development” means reading and changing the data and the application model of the Instance carried out by Agents through the MCP server;
2.1.3 “AI Provider” means the operator of a third-party AI model to which the Agent sends data of the Instance for processing;
2.1.4 “NET Genium Framework” means the Supplier's application platform in which the Information System is operated;
2.1.5 “Helpdesk” means the Problem solving application in the Customer's Information System and, if the Supplier cannot be reached in it, the e-mail address support@netgenium.com;
2.1.6 “Agent Error” means a change of data or of the application model made by an Agent that caused a fault in the operation of the Information System, had to be reverted, or, contrary to the Agent Rules, deleted or damaged data or the structure of the application model;
2.1.7 “Implementation Model” means the description of a specific Instance – its applications, forms, controls, queries, scripts, data model and usage statistics – that the Instance generates itself from its configuration every time an Agent reads it;
2.1.8 “Information System” means the NET Genium Framework and the applications, data and configuration that the Customer operates in it;
2.1.9 “Instance” means one installation of the NET Genium Framework with its own database and License Key; the Customer has a Production Instance and may have a Development Instance;
2.1.10 “License Key with Agentic Development Enabled” means a license key of an Instance issued by the Supplier that allows Agents to connect to the MCP server; without it, the Instance does not accept Agents;
2.1.11 “MCP server” means the built-in component of the NET Genium Framework through which Agents connect to the Instance; it is neither a separate product nor a license, but the way in which the Customer administers and changes the Instance with the help of Agents;
2.1.12 “Read Permission” and “Write Permission” mean the Token permissions “Reading all data and the model via the MCP server” and “Writing all data and the model via the MCP server” that the Customer's administrator enables for a user in the Instance;
2.1.13 “Support” means the Supplier's paid technical support for the Information System, provided according to the hours spent at the prices in the Supplier's price list, or within the scope agreed in a contract on the operation and support of the Information System, if the Customer has concluded one;
2.1.14 “Fee” means the monthly price of the Service according to the Supplier's offer accepted by the Customer by ordering the Service, as amended under Art. 4.5;
2.1.15 “Agent Rules” means the Customer's written instructions that the Agent follows in the Instance – in particular what it must never do, when it has to ask, how it names things, what it verifies, and through which AI Provider and which client the data of the Instance may leave;
2.1.16 “Production Instance” means the Instance the Customer works with in day-to-day operation;
2.1.17 “Agentic Development Service” or “Service” means the Supplier's performance under Art. 3;
2.1.18 “Token” means the personal MCP token of a user of the Customer with which the Agent authenticates to the MCP server;
2.1.19 “Developer” means an employee of the Customer with administrator rights to the Instance whom the Customer has entrusted with Agentic Development and who directs the Agents; the Customer may entrust several Developers;
2.1.20 “Development Instance” means an Instance with a copy of the data of the Production Instance that serves exclusively for testing changes and whose data is not used in production;
2.1.21 “Framework Knowledge for Agents” or “Framework Knowledge” means the body of knowledge about the NET Genium Framework and of rules according to which an Agent proceeds in the NET Genium Framework; it is created by the Supplier, reaches the Instance with the releases of the NET Genium Framework, and the Instance provides it to Agents through the MCP server.
3. Agentic Development Service
3.1 The Service comprises:
3.1.1 making the MCP server of the Production Instance available to Agents by means of the License Key with Agentic Development Enabled, for the duration of the Service;
3.1.2 making the MCP server of the Development Instance available under the conditions of Art. 3.2;
3.1.3 providing the Framework Knowledge, updated with the releases of the NET Genium Framework;
3.1.4 providing the Implementation Model, which the Instance generates from its configuration.
3.2 Together with the Production Instance, the Supplier provides, without any additional Fee, a License Key with Agentic Development Enabled for one Development Instance, exclusively for an Instance with a copy of the data of the Production Instance that is not used in production. The Development Instance is operated, secured and restored by the Customer; unless agreed otherwise in a contract with the Supplier, its operation is not part of the Service. The License Key of the Development Instance becomes invalid when the Service ends.
3.3 The Service is provided as a service, not as a license to a finished feature. The Framework Knowledge is a continuously maintained body of knowledge and rules that changes with every release of the NET Genium Framework; the Customer always uses the version of it that corresponds to the version of the NET Genium Framework deployed in the Instance. The Service is not subject to acceptance, and the Supplier provides no quality warranty for it.
3.4 The Supplier does not provide third-party AI models or the tools through which the Agent connects to the MCP server; their choice is up to the Customer. The availability of the MCP server follows the availability of the Instance; the Supplier guarantees neither availability nor response times for it.
3.5 The Agent acts solely on the basis of what it has written down: the Implementation Model is only as complete as the configuration of the Instance and its descriptions, the Agent Rules only as complete as the Customer has written them, and the Framework Knowledge only as complete as the Supplier has prepared it for the given version. Whatever is missing from them, the Agent replaces with an assumption stated with the same certainty as a substantiated conclusion. The safety of Agentic Development therefore rests on the Developer, who verifies the Agent's outputs, and on the Agent Rules, which the Customer maintains.
3.6 If the License Key with Agentic Development Enabled was made available to the Customer for trial before the payment of the first Fee, its use is governed by these terms from the day it was made available; Art. 5, 8 and 9 apply to the trial period. By connecting an Agent to the Instance for the first time, the Customer accepts these terms.
4. Fee and payment terms
4.1 The Customer pays the Supplier a monthly Fee for the Service. The Fee is charged for each commenced calendar month in which the License Key with Agentic Development Enabled of the Production Instance is valid, for the first time for the month in which it was made available; no Fee is charged for the Development Instance.
4.2 The Supplier invoices the Fee in advance, monthly or for a longer billing period as agreed with the Customer, payable within 14 calendar days. Prices are stated exclusive of VAT, which is charged at the rate set by the applicable legislation.
4.3 In the event of late payment of the Fee, the Supplier is entitled to default interest of 0.05 % of the amount due for each day of delay.
4.4 If payment of the Fee is more than 10 calendar days overdue, the Supplier may switch Agentic Development off by issuing a License Key without Agentic Development Enabled for both the Production and the Development Instance; the Instances otherwise keep running. Once the amounts due are paid, the Supplier restores Agentic Development without undue delay. The Fee for the period of switch-off due to late payment is neither refunded nor reduced.
4.5 The Supplier notifies a change of the amount of the Fee at least 30 days before applying it, in the manner set out in Art. 1.5. If the Customer does not agree with the change, they may terminate the Service under the procedure of Art. 1.5; otherwise they accept the change on the day it is applied.
5. Rights and obligations of the Customer and the Developer
5.1 The Customer determines which of its employees are Developers; only an administrator of the Instance may be one. The Customer is liable for the conduct of Developers and for the changes the Agents make in the Instance at their instruction as for its own conduct. The Customer controls the access of Agents to the MCP server itself – through the list of administrators with access to the MCP server in the settings of the Instance and through the Token permissions.
5.2 A Developer may use Agents in both the Production and the Development Instance. The use of an Agent writing to the Production Instance is at the Customer's risk; the Supplier is not liable for its consequences (Art. 8).
5.3 The recommended procedure, which the Supplier describes in the documentation at www.netgenium.com, is to develop and verify changes in the Development Instance and to transfer verified changes to the Production Instance as a release: a change of the application model is prepared and tested in the Development Instance, compared with the original state and uploaded to the Production Instance as a difference. If a Developer proceeds otherwise, the Customer bears the consequences under Art. 5.2, and the Supplier may refuse the analysis of an Agent Error under Art. 7.3 until the Customer reproduces the error in the Development Instance.
5.4 The Customer further ensures that:
5.4.1 Agents write to the Production Instance with the changes recorded in the change history of the Information System, and the Customer does not switch the change history off;
5.4.2 the Development Instance is a copy of the data of the Production Instance and has a documented restore procedure; the Customer, as the controller of personal data, is responsible for its security and for any anonymisation of the data;
5.4.3 the Agent Rules exist from the first connection of an Agent and specify at least the AI Provider and the client through which the data of the Instance may leave; the Customer reflects every Agent Error in additions to them;
5.4.4 sending data of the Instance to an AI Provider complies with personal data protection legislation, with the Customer's contractual obligations towards third parties and with its internal regulations; the Customer arranges its relationship with the AI Provider, including any data processing agreement, itself, and the Supplier is not a processor in that relationship;
5.4.5 the Instance is kept on the current version of the NET Genium Framework; an Instance that is not updated works with outdated Framework Knowledge, and the Supplier is not liable for the results of its use;
5.4.6 the Customer does not circumvent the technical restrictions of the License Key and does not access the MCP server in any way other than those provided for this purpose by the NET Genium Framework;
5.4.7 users do not share their Token, do not store it in shared tools or automations, and run an Agent only under their own Token, so that every write can be attributed to a specific person; the Customer revokes without undue delay the Token of a user who leaves the Customer or changes their job position;
5.4.8 the Customer is responsible for the load the Agents put on the Instance; the Agent Rules specify which operations must not be run on the Production Instance or may only be run outside operating hours;
5.4.9 the Developer treats the Agent's outputs as a proposal that has to be verified: before confirming a change, they verify that the Agent works from the actual state of the Instance; they consider any claim of the Agent that is not substantiated by the documentation of the NET Genium Framework, the Implementation Model or the data of the Instance to be unverified; they resolve the Agent's uncertainty by adding a description to the application model or to the Agent Rules, not by giving the Agent another instruction.
5.5 The Customer acknowledges that an Agent's access to the MCP server consumes a license for a concurrently signed-in user in the same way as a sign-in of the Token owner, and that a refusal of access due to exhausted licenses is not a defect of the Service.
5.6 The Customer reports Agent Errors, questions about Agentic Development and experience with it to the Supplier via the Helpdesk.
6. Rights and obligations of the Supplier
6.1 The Supplier maintains the Framework Knowledge with the releases of the NET Genium Framework and informs about changes relevant to Agentic Development in the release documentation at www.netgenium.com.
6.2 An Agent Error caused by the Framework Knowledge is incorporated by the Supplier as a new rule or as added knowledge into one of the following releases of the NET Genium Framework. An error caused by an incomplete Implementation Model or by the Agent Rules is returned by the Supplier to the Customer with a recommendation of what to add.
6.3 The Supplier accesses the Instance through the MCP server only with the Customer's prior consent, under a user account that the Customer sets up for it in the Instance, with the Token of that account and only with the Read Permission, unless agreed otherwise for a specific case.
6.4 The Supplier may switch Agentic Development off by issuing a License Key without Agentic Development Enabled in the event of late payment of the Fee under Art. 4.4 and in the event of circumvention of the License Key or the MCP server contrary to Art. 5.4.6; it informs the Customer of the switch-off and its reason via the Helpdesk. An Agent Error in itself is not a reason for switching off.
6.5 The Supplier may change the content of the Framework Knowledge according to the development of the NET Genium Framework, third-party AI models and experience from Agentic Development, and may generalise findings from Agent Errors into the Framework Knowledge in such a way that they do not contain any identification of the Customer, its customers or its data.
7. Support and error resolution
7.1 The Service does not include guaranteed support or response times. The Supplier provides answers to questions about Agentic Development, the review of Agent Rules and the analysis of Agent Errors as part of the Support for the whole Information System: to a Customer with a contract on operation and support within its scope and under its conditions, to other Customers according to the hours spent at the prices in the Supplier's price list, without guaranteed deadlines.
7.2 The Customer submits Support requests via the Helpdesk. Before starting work exceeding one hour, the Supplier informs the Customer of the estimated scope and proceeds after the Customer's approval.
7.3 The analysis of an Agent Error comprises the assessment of the materials provided by the Customer, the determination of the cause, where it can be determined from the materials, and a written proposal of additions to the Agent Rules. Remedying the consequences of an Agent Error in the Instance – reverting changes, restoring data, repairing the application model – is separate paid work ordered by the Customer.
7.4 For the analysis of an Agent Error, the Customer provides the Supplier, at its request, with materials – in particular an extract from the change history, the valid Agent Rules and a record of the instructions the Agent received. Before handing them over, the Customer removes from them personal data and data not needed to understand the Agent's behaviour; if it does not remove them, the Supplier processes them solely for the purposes of the analysis, deletes them once the analysis is closed and does not make them available to any other person.
8. Liability
8.1 The Customer is liable for damage caused by the use of the MCP server, Agents and tools writing data and the application model; who directs the Agent, with what permission and what is done with it is decided by the Customer and its Developers.
8.2 The Customer acknowledges and confirms that:
8.2.1 an Agent writing data bypasses the save scripts of forms, so that validations, recalculations, status changes and notifications built on the events before and after saving a record do not run;
8.2.2 the deletion of a control or a form by an Agent permanently removes the database column or table including its data, which cannot be restored other than from a backup, for which the Customer is responsible unless agreed otherwise with the Supplier;
8.2.3 the Agent carries out an instruction within the scope of the Token permissions without any further confirmation and has no respect for the data of its own; that respect must be in the Agent Rules and in the Developer who directs the Agent;
8.2.4 third-party AI models work probabilistically: the same instruction may lead to different results, and the Agent may deviate from both the Framework Knowledge and the Agent Rules. The Supplier does not warrant that the Agent will follow them in every single case; it warrants that the Framework Knowledge corresponds to the deployed version of the NET Genium Framework and is maintained under Art. 6.
8.3 The Supplier is not liable for changes made by an Agent at a Developer's instruction, for the behaviour of third-party AI models and of the tools of AI Providers, for data the Customer sent to an AI Provider through an Agent, for Agent Errors caused by an incomplete Implementation Model or incomplete Agent Rules, or for the results of Agentic Development on an Instance that is not kept on the current version.
8.4 The Supplier's liability for damage caused by a breach of these terms is limited to an aggregate amount equal to the Fees paid by the Customer for the twelve months preceding the occurrence of the damage. The Supplier is not liable for lost profit or for indirect or consequential damage. The limitation does not apply to damage caused intentionally or through gross negligence. If the Customer has concluded with the Supplier a contract on the operation and support of the Information System with its own limitation of liability, the limitation in that contract applies if it is more favourable to the Customer.
9. Intellectual property and data protection
9.1 The Framework Knowledge is a copyright work of the Supplier. The Customer may use it for the duration of the Service exclusively for Agentic Development on its Instance; it may not reproduce it outside the Instance, make it available to third parties or create derivative works from it beyond the Agent Rules. The restriction does not apply to the documentation of the NET Genium Framework that the Supplier makes publicly available at www.netgenium.com.
9.2 Applications, controls, queries, scripts, data and Agent Rules that the Customer creates through Agents belong to the Customer in the same way as if it had created them in the admin mode of the NET Genium Framework. The Agent Rules are confidential information of the Customer; the Supplier reads them solely for the purpose of Support.
9.3 The Supplier does not process data that the Customer sends to AI Providers through Agents and is not responsible for it; the Customer bears the responsibility of the controller of personal data for this processing. The Supplier processes personal data of the Customer only to the extent of the materials for analysis under Art. 7.4 and to the extent required of it by a contract on the operation of the Information System, if the Customer has concluded one.
10. Term, termination and final provisions
10.1 The Service is provided for an indefinite period. It starts on the day the Supplier makes the License Key with Agentic Development Enabled for the Production Instance available.
10.2 The Customer may terminate the Service by a notice via the Helpdesk with effect from the end of the billing period in which the notice was delivered; the Fee for the remainder of that period is not refunded. The Customer does not pay an invoice for a billing period starting after the end of the Service, and the Supplier cancels it. The Supplier may terminate the Service by a notice via the Helpdesk with effect no earlier than from the end of the third calendar month following the notice. Mere non-payment of the Fee does not terminate the Service; it constitutes late payment under Art. 4.3 and 4.4.
10.3 The right of either party to withdraw from the provision of the Service for a material breach of these terms by the other party under the Civil Code is not affected; withdrawal is notified via the Helpdesk and takes effect upon delivery. The Supplier may withdraw in particular if the Customer is more than 30 calendar days late with the payment of the Fee and fails to pay the amount due even within an additional period of 10 business days from a request sent via the Helpdesk; the Supplier's claim to the outstanding Fee and the default interest is not affected. If the Supplier terminates the Service by a notice under Art. 10.2, or if the Customer withdraws for a material breach of these terms by the Supplier, the Supplier refunds the Customer a proportionate part of the Fee paid for the period after the end of the Service. In all other cases, the Fee paid is not refunded.
10.4 When the Service ends, the License Keys with Agentic Development Enabled for both the Production and the Development Instance become invalid and the MCP server stops accepting Tokens; the right to use the Framework Knowledge under Art. 9.1 ceases. Applications, data, Agent Rules and other outputs created at the Customer during the use of the Service remain with the Customer; any other use of the NET Genium Framework is not affected.
10.5 The Service also ends when the Customer's right to use the NET Genium Framework ends.
10.6 These terms and the relations arising from them are governed by the law of the Czech Republic. Disputes arising from them are decided by the general courts of the Czech Republic; the court with local jurisdiction is the court competent for the Supplier's registered office. If any provision is invalid or unenforceable, the other provisions remain in force.
10.7 These terms take effect on 1 November 2026.
Version 01 of 9 November 2026.