Terms and conditions

1. Who we are and when these terms apply

1. aiaicaptain is based in Hilversum and registered with the Dutch Chamber of Commerce under number 77657071. In these terms we refer to ourselves as "aiaicaptain" or "we". The party accepting a quote or assignment is the "Client".
2. These terms apply to all our proposals, quotes, assignments and follow-up assignments. Deviations apply only when accepted by us in writing. Terms supplied by the Client or a third party do not apply.
3. These terms are primarily written for business Clients. If the Client is a consumer, all mandatory consumer rights remain fully applicable.
4. The quote, order confirmation and specific project arrangements take precedence if they conflict with these terms.

2. Quotes and formation of the agreement

1. The quote describes the included services, deliverables, phases, schedule, feedback rounds and prices. Only work expressly included there forms part of the assignment.
2. A quote is non-binding and remains valid for fourteen days after it is sent, unless it states a different period. The offer expires automatically after that period.
3. The agreement is formed when the Client accepts the quote within its validity period in writing or through the digital acceptance function. Asking us to start, or knowingly allowing included work to proceed, may also count as acceptance.
4. Amounts are in euros and exclude VAT and government charges unless stated otherwise.

3. Working in phases

1. A project may consist of discovery and scope, prototype, MVP, production, support and other phases described in the quote. Each phase has its own objective, deliverable, duration, price and, where applicable, approval point.
2. After a phase is completed, the Client may stop without purchasing a following optional phase. Outstanding amounts, completed work and unavoidable commitments remain payable.
3. If the Client terminates during an active phase, it pays for completed work, reserved capacity that cannot reasonably be reassigned and costs already committed. After full payment, the Client receives the project-specific work delivered in a usable form up to that point.
4. The schedule for later phases assumes timely completion and approval of earlier phases. A change in one phase may move every following date.

4. Cooperation, response time and scheduling

1. The Client supplies complete and accurate information, materials, decisions, account access and other required cooperation on time. The Client is responsible for the accuracy of supplied material and for having the necessary rights.
2. The agreed response time is stated in the quote or project environment. It starts when we ask for a decision, answer, material, feedback or approval.
3. If we cannot continue because the Client does not act within the agreed time, we may pause the project and reschedule capacity. The schedule moves by at least the delay and may move further if the original capacity is no longer available.
4. Additional waiting time, rescheduling, renewed onboarding, restoration of outdated work and other consequences of late cooperation count as additional work. The rate stated in the quote applies or, if no rate is stated, our usual hourly or daily rate. We give prior notice of foreseeable additional work.
5. Dates given by us are target dates unless expressly agreed in writing as strict deadlines.

5. Feedback, revisions and approval

1. The number of included feedback rounds is stated in the quote. One round per phase is included by default if no number is stated.
2. A feedback round consists of one complete, clear and consolidated response from the appointed contacts. Separate additions, conflicting instructions or new requests may be treated as a new round or a scope change.
3. Additional feedback rounds, feedback outside the agreed scope and changes to previously approved choices are additional work. The amount per additional round in the quote applies or, if no amount is stated, our usual rate. Additional rounds may move the schedule.
4. The Client reviews a deliverable within the agreed response time. Rejection must specifically identify which agreed specification has not been met. New requests are not defects.
5. If express approval has been agreed, the phase remains open until approval or another written arrangement. If timely feedback is not provided, we may pause and reschedule the work and charge the resulting additional costs.

6. Changes and additional work

1. Changes to scope, functionality, design, technology, content, schedule or working method require mutual agreement.
2. Work not included in the quote, extra rounds, additional variants, corrections caused by inaccurate information and work made necessary by changed circumstances count as additional work.
3. We inform the Client as soon as reasonably possible about foreseeable additional work, its price or calculation method and its effect on the schedule. The Client may decline additional work that has not yet been performed. Work already performed and necessary emergency work remain payable.

7. Performance, AI and third parties

1. We perform the assignment with professional care as a best-efforts obligation. A commercial, business or technical result is guaranteed only when expressly agreed in writing.
2. Where appropriate, we use AI-assisted tools for research, design, development, testing and documentation. Experienced professionals set direction and review results. AI output is never assumed to be correct automatically.
3. We are tool-agnostic and may use suitable models, software, cloud platforms, open-source components and specialist third parties. Relevant third-party licence and usage terms continue to apply.
4. We are not responsible for changes, outages, price changes or restrictions imposed by third-party services. Reasonably necessary adaptations caused by them are additional work unless agreed otherwise.
5. Confidential data is shared with AI or other suppliers only when necessary, appropriate and permitted. The Client must disclose special security, privacy or data-location requirements in writing before work begins.

8. Hosting, domains and technical environment

1. Hosting, domain registration, maintenance, monitoring and support are included only when stated in the quote.
2. Where a third party supplies hosting, a domain, API, app store, payment method or other infrastructure, its terms apply. We cannot guarantee its availability or approval.
3. The Client provides suitable accounts, licences, hardware, software and access rights. Consequences of an unsuitable or unavailable environment are for the Client's account.
4. We support current mainstream versions of Chrome, Safari, Firefox and Edge at the time of delivery unless the quote names other platforms.

9. Delivery, acceptance and warranty

1. We deliver a phase when, in our professional opinion, it meets the agreed scope and is suitable for the agreed purpose.
2. A prototype is intended to demonstrate feasibility, operation and value. It may contain minimal, temporary or unstable elements and is not suitable for production use without a further agreement.
3. A production-ready MVP is a focused first version for real users. Only the agreed functionality, testing, security work and infrastructure are included.
4. The warranty period equals the production time for the relevant deliverable, capped at three months after acceptance. During that period we correct reproducible defects that prevent the deliverable from meeting agreed specifications.
5. The warranty does not cover new requests, normal development, changes by the Client or third parties, incorrect use, outdated platforms or third-party failures. Such work is additional work.

10. Intellectual property and materials

1. After full payment, aiaicaptain transfers to the Client, to the extent it owns them, the intellectual property rights in project-specific code, designs and documentation. If a separate deed is legally required, both parties will cooperate.
2. Generic methods, knowledge, prompts, templates, tools, libraries, existing components and material not created specifically for the Client remain owned by aiaicaptain or the relevant third party. The Client receives an appropriate right of use where needed.
3. Open-source and other third-party components remain subject to their own licences. The Client must comply with those licences.
4. The Client warrants that supplied text, data, images, brands and other material may be used lawfully and indemnifies aiaicaptain against claims caused by unlawfully supplied material.
5. Until full payment, the Client may use the work only for review and acceptance.

11. Prices and payment

1. Unless agreed otherwise, we invoice seventy-five percent of the agreed assignment fee in advance. Upon delivery, we invoice the remaining twenty-five percent, increased by additional costs agreed during the project or otherwise due under the agreement, including additional work, extra feedback rounds and costs caused by exceeding agreed response times. Phases and subscriptions may be invoiced separately.
2. Invoices must be paid within fourteen days of the invoice date. A reasoned objection must be submitted in writing within that period. The undisputed part remains payable.
3. Late payment attracts statutory interest and reasonable extrajudicial and judicial collection costs. We may suspend work and access while due amounts remain unpaid.
4. Recurring rates may be changed once per calendar year with at least two months' notice. The Client may end the affected ongoing service on the effective date of the increase.

12. Confidentiality and data

1. Both parties keep information confidential when it is marked confidential or should reasonably be understood to be confidential. This obligation continues after the agreement ends.
2. We may reuse general knowledge and experience gained during an assignment, provided no confidential Client information is disclosed.
3. Where we process personal data on the Client's behalf, the parties enter into any additional data processing agreement that is required.
4. Before termination, the Client must copy any data it wants to retain. We may delete project data after termination once statutory retention periods and reasonable transfer arrangements permit.

13. Liability and force majeure

1. We are liable only for direct loss caused directly by an attributable failure. Liability for indirect or consequential loss, lost profit, lost savings, data loss and business interruption is excluded to the extent permitted by law.
2. Our total liability is limited to the amount paid by our liability insurer for the event plus the applicable excess. If no insurance payment is made, liability is limited to the amount paid for the relevant phase, with the total amount of the assignment as an absolute cap.
3. No limitation applies to intent or deliberate recklessness by our management or where mandatory law prohibits limitation.
4. The Client must notify us of a failure immediately and give us a reasonable written period to remedy it. A damages claim must be submitted in writing within twelve months after discovery.
5. Obligations are suspended during force majeure. This includes prolonged failure of internet, energy, cloud or AI services, cyber incidents outside our reasonable control, strikes, war, government measures, fire and failure of essential suppliers. If force majeure lasts longer than ninety days, either party may terminate the unperformed part without damages.

14. Duration and termination

1. The agreement continues for as long as needed to perform the selected phases. Unless agreed otherwise, ongoing services run for annual periods and may be terminated at the end of a period with two months' notice.
2. Either party may terminate for a material breach that continues after written notice and a reasonable remedy period.
3. We may suspend or terminate immediately in the event of bankruptcy, suspension of payments, liquidation, misuse, unlawful use or continuing non-payment.
4. Termination does not affect payment obligations, confidentiality, intellectual property, liability limitations or provisions intended to continue.

15. Final provisions

1. Writing includes email and communication through the project environment where sender and content can be sufficiently established.
2. We may amend these terms for future assignments. For ongoing agreements, material changes are announced at least two months in advance unless a legal change requires faster action.
3. If a provision is invalid, the remaining provisions continue. The parties replace the invalid provision with a valid one that most closely achieves its purpose.
4. Dutch law applies. Disputes are submitted to the competent court in the district where aiaicaptain is established, unless mandatory law provides otherwise.
5. If the Dutch and English versions differ, the Dutch text prevails.