Terms of Service
Definitions
The AI Compound: The AI Compound., located in Etten-Leur, registered with the Chamber of Commerce under number 90644190.
Client: The party with whom The AI Compound has entered into an agreement, or the party that uses the services/resources developed by The AI Compound, including but not limited to whitepapers, training, and websites.
Parties: The AI Compound and the client together.
Programs: Any paid service program offered by The AI Compound, including but not limited to consultation/strategy sessions, MVP development, production phase, continuous development, and monitoring.
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Business Information
Etten-Leur, North Brabant, Netherlands
Chamber of Commerce: 90644190 & VAT: NL004830359B11
Applicability
These terms apply to all offers, quotations, work, orders, websites, resources, agreements, and deliveries of services or products by or on behalf of The AI Compound.
Parties may only deviate from these terms if they explicitly agree to do so in writing.
The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.
Prices
All prices charged by The AI Compound are in euros and include VAT, unless explicitly stated or agreed otherwise.
The AI Compound reserves the right to adjust all prices for its products or services on its website or otherwise at any time.
Parties agree on a total price for the start-up costs of a service provided by The AI Compound. If, due to unforeseen circumstances beyond the control of The AI Compound's representatives or developers, the costs increase, The AI Compound reserves the right to implement a price increase in consultation with the client.
The AI Compound reserves the right to adjust the prices of the (maintenance) retainers every three months.
The AI Compound will communicate price adjustments to the client before the price increase takes effect.
The client has the right to terminate the contract with The AI Compound if they do not agree with the price increase.
Payments and Payment Terms
The client must fulfill their financial obligations to The AI Compound according to the agreed subscription terms or payment plans. If not explicitly mentioned, the following rules apply: 50% of the start-up costs are paid in advance, and 50% afterward. The AI Compound invoices the maintenance retainer monthly. All invoices are subject to a 14-day payment term.
Payment terms are considered strict deadlines. This means that if the client does not pay the agreed amount by the last day of the payment term, they are legally in default without The AI Compound having to send a reminder or notice of default.
The AI Compound reserves the right to make delivery dependent on immediate payment or to require adequate security for the total amount of services or products.
Consequences of Late Payment
If the client does not pay within the agreed term, The AI Compound has the right to charge interest of 2% per month for non-commercial transactions and 8% per month for commercial transactions from the day the client is in default, with part of a month counted as a full month.
When the client is in default, they are also liable for extrajudicial collection costs and may be required to compensate The AI Compound for any damages.
If the client does not pay on time, The AI Compound may suspend its obligations until the client has fulfilled their payment obligation.
In case of liquidation, bankruptcy, attachment, or suspension of payment of the client, The AI Compound's claims on the client are immediately due.
If the client refuses to cooperate with the execution of the agreement by The AI Compound, they are still obliged to pay the agreed price to The AI Compound.
Right to Reclaim Goods
Once the client is in default, The AI Compound has the right to invoke the right of reclamation concerning the unpaid products delivered to the client. The AI Compound will immediately stop providing services if the client is in default, and all obligations of The AI Compound are then suspended.
The AI Compound invokes the right of reclamation by means of a written or electronic notice.
The costs for collecting or returning the products are borne by the client.
Right of Withdrawal
Due to the digital nature and confidentiality of our programs, The AI Compound does not offer a right of withdrawal after the parties have entered into an agreement.
Offsetting
The client waives their right to offset any debt to The AI Compound against a claim on The AI Compound.
Warranty
When parties have entered into an agreement for services, these services include only best-effort obligations for The AI Compound, not result obligations.
Execution of the Agreement
The AI Compound executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
The AI Compound has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the client.
Duration of the Service Agreement
The agreement between The AI Compound and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties have explicitly agreed otherwise in writing.
If the parties have agreed on a term for completing certain activities, this is never a strict deadline unless explicitly specified otherwise in writing. If this term is exceeded, the client must give The AI Compound a written term of twice the project duration to complete the activities before they can terminate the contract or claim damages.
Intellectual Property
The AI Compound retains all intellectual property rights (including copyrights, patent rights, trademark rights, design and model rights, etc.) on all designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, scale models, solutions, assistants, toolings, etc., unless the parties have agreed otherwise in writing.
The client may not copy, show, or make available the intellectual property rights to third parties without the prior written permission of The AI Compound.
The AI Compound automatically grants the relevant individuals within the client's organization the license to use the developed program, which falls within the project, for the objectives and purposes of the tooling. The client is allowed to use this solution for their organization; however, the client is not permitted to duplicate, share, or reuse any part of the solution for projects where The AI Compound is not involved.
Confidentiality
The client must keep all information received from The AI Compound (in any form) confidential.
The same applies to all other information about The AI Compound that the client knows or can reasonably assume is secret or confidential or can expect that its disclosure could harm The AI Compound.
The client takes all necessary measures to ensure that they keep the information mentioned in the previous paragraphs secret.
The confidentiality obligation described in this article does not apply to information that was already public before the client received it or that later became public without this being the result of a breach of the confidentiality obligation by the client.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.
Penalties
If the client breaches the articles of these general terms and conditions on confidentiality or intellectual property, they forfeit an immediately payable penalty of €10,000 in favor of The AI Compound for each breach and an additional amount of 5% of the mentioned amount for each day that the breach continues.
No actual damage, prior notice of default, or legal proceedings are required for the forfeiture of the penalty mentioned in the first paragraph of this article.
The forfeiture of the penalty mentioned in the first paragraph of this article does not affect the other rights of The AI Compound, including the right to claim damages in addition to the penalty.
Indemnity
The client indemnifies The AI Compound against all third-party claims related to the products and/or services provided by The AI Compound.
Notice of Default
The client must communicate any notice of default to The AI Compound in writing.
It is the client's responsibility to ensure that a notice of default actually reaches The AI Compound in a timely manner.
Liability of The AI Compound
The AI Compound is not liable for any damage of any kind resulting from the use of the Programs, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
All images, photos, colors, drawings, descriptions on the website, or in a catalog are merely indicative and approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
The AI Compound makes no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with business or tax laws and regulations.
The client is responsible for complying with all applicable laws and regulations, and The AI Compound is not liable for violations committed by the client.
Limitation Period
Any right of the client to compensation from The AI Compound expires in any case within 6 months after the event that gave rise to the liability directly or indirectly. This does not exclude the provisions in Article 6:89 of the Dutch Civil Code.
Termination
The client has the right to terminate the agreement if The AI Compound is in attributable default in the performance of its obligations unless this shortcoming, given its special nature or minor significance, does not justify termination.
If the performance of the obligations by The AI Compound is not permanently or temporarily impossible, termination can only occur after The AI Compound has been given notice of default.
The AI Compound has the right to terminate the agreement with the client if the client does not fully or timely fulfill their obligations under the agreement, or if circumstances give The AI Compound good reasons to fear that the client will not properly fulfill their obligations.
The AI Compound reserves the right to terminate the client's access to the Programs at any time, without prior notice, for any violation of the Program's rules and guidelines, including but not limited to aggressive or inappropriate behavior.
Force Majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of The AI Compound to fulfill any obligation towards the client cannot be attributed to The AI Compound in any situation independent of the will of The AI Compound, when the fulfillment of its obligations towards the client is wholly or partially prevented or when the fulfillment of its obligations cannot reasonably be demanded from The AI Compound.
The force majeure situation mentioned in paragraph 1 also applies to - but is not limited to: emergency (such as civil war, insurrection, riots, natural disasters, etc.); failures and force majeure of suppliers, couriers, or other third parties; unexpected failures of power, electricity, internet, computer, or telecom; computer viruses, strikes, government measures, unforeseen transport problems, bad weather, and work interruptions.
If a force majeure situation occurs that prevents The AI Compound from fulfilling one or more obligations towards the client, these obligations will be suspended until The AI Compound can fulfill them.
The AI Compound is not liable for any (damage) compensation in a force majeure situation, even if it has obtained any benefit as a result of the force majeure situation.
Transfer of Rights
The client cannot transfer their rights under an agreement with The AI Compound to third parties without the prior written consent of The AI Compound.
This provision is considered a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
Consequences of Nullity or Voidability
If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the validity of the other provisions of these terms.
In that case, a provision that comes closest to what The AI Compound had in mind when drafting the terms at that point will replace a null or voidable provision.
Applicable Law and Competent Court
All agreements between the parties are exclusively governed by Dutch law.
The Dutch court in the district where The AI Compound is located has exclusive jurisdiction in case of disputes between the parties, unless the law prescribes otherwise.
Acknowledgment
By purchasing one of the programs, using the resources (such as a whitepaper, freebie, training, etc.), or using The AI Compound's website, you acknowledge that you have read, understood, and agreed to these terms of service.