General Terms & Conditions

Article 1 — Definitions

In these General Terms & Conditions, the following terms have the meanings set out below:

1. Provider: Job van der Geest, registered at the Dutch Chamber of Commerce under number 96899867.
2. Client: any natural or legal person who enters into an agreement with the Provider or to whom the Provider makes an offer.
3. Agreement: any arrangement between the Provider and the Client under which the Provider undertakes to perform Services.
4. Services: all work the Provider performs for the Client, including but not limited to AI strategy audits, custom AI system architecture, productized growth engines, AI enablement sessions, workshops, consulting, and related deliverables.
5. Deliverables: all tangible and intangible outputs resulting from the Services, including but not limited to automation workflows, AI systems, reports, roadmaps, presentations, toolkits, and documentation.
6. AI Systems: software systems, workflows, integrations, and automations that leverage artificial intelligence, machine learning, or large language model technologies.
7. Third-Party Platforms: external services and tools used in the delivery of Services, including but not limited to AI model providers (such as OpenAI, Anthropic, Google), cloud platforms, automation tools, and SaaS products.
8. Background IP: all intellectual property owned or controlled by the Provider prior to or independently of the Agreement, including proprietary templates, frameworks, methodologies, tools, code libraries, and reusable components.
9. Change Order: a written agreement between the parties to modify the scope, timeline, or fees of an existing Agreement.
10. Written: communication by email, letter, or any other digital means mutually agreed upon.

Article 2 — Applicability

1. These General Terms & Conditions apply to every offer, quotation, and agreement between the Provider and the Client, unless the parties have explicitly agreed otherwise in writing.
2. Deviations from these terms are valid only if expressly agreed in writing and apply solely to the specific agreement for which they were made.
3. If any provision of these terms is found to be void or voidable, the remaining provisions shall remain in full force. The parties shall agree on a replacement provision that reflects the intent of the original as closely as possible.
4. Where the Client's own general terms conflict with these terms, the Provider's terms shall prevail unless explicitly agreed otherwise in writing.

Article 3 — Quotations & Proposals

1. All quotations and proposals made by the Provider are without obligation, unless they contain an explicit acceptance deadline.
2. Quotations are valid for 30 days from the date of issue, unless stated otherwise.
3. All prices quoted are exclusive of VAT and any other government-imposed levies, unless explicitly stated otherwise.
4. If the Client does not accept a quotation within its validity period, the Provider is not bound by it and reserves the right to adjust pricing and availability.
5. Quotations are based on the information provided by the Client at the time of request. If this information later proves incomplete or inaccurate, the Provider reserves the right to adjust the quoted price and timeline.

Article 4 — Execution of Services

1. The Provider shall perform the Services to the best of their ability and in accordance with the standards of good professional practice.
2. The Provider determines the manner in which the agreed Services are performed, but shall take into account the Client's reasonable wishes where possible.
3. The Provider is entitled to engage third parties or a qualified substitute in the execution of the Services if this benefits the quality or progress of the work.
4. If the Provider requires information, access, or cooperation from the Client for the proper execution of the Agreement, and the Client fails to provide this in a timely or adequate manner, the Provider is entitled to suspend the Services.
5. The Services provided are based on a best-efforts obligation, not a results obligation, unless the nature of the specific Deliverable explicitly dictates otherwise in the Agreement.

Article 5 — Client Obligations

1. The Client shall provide the Provider with all information, data, and materials reasonably necessary for the proper execution of the Agreement in a timely manner.
2. The Client shall designate a contact person who is authorized to make decisions and provide approvals on behalf of the Client.
3. The Client is responsible for the accuracy and completeness of all information provided to the Provider.
4. Where the Services require access to the Client's systems, platforms, or accounts, the Client shall provide such access in a timely manner.
5. The Client shall provide timely feedback when requested. If the Client fails to respond within 10 business days, the Provider may proceed based on their professional judgment.
6. If the Client's failure to cooperate causes a delay exceeding 20 business days, the Provider may terminate the Agreement in writing and invoice all work completed.

Article 6 — Duration & Deadlines

1. The Agreement is entered into for the duration stated in the proposal or for the duration required to complete the agreed Services.
2. For retainer-based engagements, the Agreement automatically renews unless either party gives written notice at least 30 days before the end of the current period.
3. All deadlines and timelines communicated by the Provider are indicative and non-binding, unless explicitly designated as a hard deadline.
4. Exceeding an indicative deadline does not entitle the Client to damages, dissolution, or suspension of obligations.
5. If the Provider foresees that a deadline cannot be met, the Provider shall notify the Client as soon as reasonably possible.

Article 7 — Changes & Additional Work

1. If modifications are necessary or requested by the Client, the parties shall consult and adjust the Agreement accordingly.
2. The Provider shall inform the Client of the financial and timeline consequences of any changes.
3. If a fixed fee has been agreed, the Provider shall indicate to what extent the modification will result in an increase of that fee.
4. Changes that increase the scope by more than 10% or €1,000 require a formal written Change Order signed by both parties.
5. Work performed beyond the originally agreed scope shall be charged separately at the Provider's standard hourly rate.

Article 8 — Intellectual Property

1. All intellectual property rights to the Deliverables shall transfer to the Client upon full payment of all amounts due.
2. The Provider retains the right to use and reuse general knowledge, skills, methodologies, and non-client-specific techniques.
3. The Provider retains the right to use the Deliverables for portfolio, case studies, and marketing purposes in an anonymized manner.
4. All Background IP remains the exclusive property of the Provider. The Client receives a non-exclusive, perpetual, royalty-free license to use such Background IP as integrated into the Deliverables.
5. The Client guarantees that all materials provided do not infringe on any third-party intellectual property rights.

Article 9 — AI-Specific Terms

1. The Client acknowledges that AI Systems are inherently probabilistic in nature.
2. The Provider does not guarantee the availability, performance, or continuity of Third-Party Platforms.
3. The Client is responsible for reviewing and approving all AI-generated outputs before using them in production.
4. The Provider shall inform the Client of significant known dependencies on Third-Party Platforms.
5. AI systems may require periodic maintenance due to changes in Third-Party Platforms or APIs.
6. The Provider shall not be held liable for consequences arising from the Client's use of AI-generated outputs without adequate review.
7. The Client is solely responsible for ensuring compliance with all applicable laws, including the EU AI Act.

Article 10 — Confidentiality

1. Both parties are obligated to maintain the confidentiality of all information received from the other party for five (5) years after termination.
2. Confidential information includes business strategies, client lists, pricing information, and technical specifications.
3. The confidentiality obligation does not apply to information that was already publicly available, independently developed, or must be disclosed by law.
4. The Provider shall ensure that any third parties engaged are bound by equivalent confidentiality obligations.
5. Within 30 days of termination, each party shall return or destroy all confidential materials upon written request.

Article 11 — Data Processing

1. To the extent that the Provider processes personal data on behalf of the Client, the Provider acts as a processor within the meaning of the GDPR.
2. Client data shall be used exclusively for the execution of the Agreement and not to train AI models.
3. Upon completion or termination, the Provider shall delete or return all Client data within 30 days.
4. The Provider shall implement appropriate technical and organizational measures to protect Client data.
5. In the event of a data breach, the Provider shall notify the Client within 48 hours.

Article 12 — Fees & Expenses

1. Services may be charged on a fixed-fee, hourly/daily rate, or combination basis.
2. All fees are exclusive of VAT and other government-imposed levies.
3. Travel expenses are charged at €0.35 per kilometer or actual public transport costs.
4. Costs for Third-Party Platforms procured on behalf of the Client are charged separately at cost.
5. For engagements exceeding three months, the Provider may adjust rates annually with 30 days' notice.
6. Cancellations less than 48 hours before scheduled sessions are charged at 50%. Within 24 hours at 100%.

Article 13 — Payment Terms

1. Payment is due within 14 days of the invoice date.
2. Payment shall be made in euros by bank transfer.
3. Late payments accrue statutory commercial interest from the due date.
4. All reasonable collection costs shall be borne by the Client.
5. Payments are first applied to outstanding interest and costs, then to the oldest invoices.
6. The Client is not entitled to set off amounts against counterclaims.

Article 14 — Deliverable Acceptance

1. The Client shall have 14 calendar days to review and accept or reject a Deliverable.
2. If no feedback is provided within the Review Period, the Deliverable is deemed accepted.
3. One round of revisions at no additional cost for valid rejections.
4. Feedback outside the original scope constitutes Additional Work under Article 7.
5. Minor deviations that do not materially affect functionality do not constitute grounds for rejection.

Article 15 — Warranties & Limitations

1. The Provider warrants that the Services are performed with reasonable skill and care.
2. A 30-day warranty period applies from the date of acceptance for delivered AI Systems.
3. The warranty covers technical functioning, not the accuracy of AI-generated outputs.
4. The warranty does not cover issues caused by client modifications, third-party platform changes, or failure to follow documentation.
5. Post-warranty maintenance may be agreed upon separately.

Article 16 — Liability

1. Total aggregate liability is limited to the lesser of: (a) total invoiced in the preceding 3 months, or (b) €15,000.
2. Per-claim liability is limited to €5,000.
3. The Provider is not liable for indirect or consequential damages.
4. The Provider is not liable for damages arising from inaccurate information provided by the Client or third-party platform changes.
5. These limitations do not apply in cases of willful misconduct or gross negligence.
6. Claims must be submitted in writing within 12 months.

Article 17 — Termination

1. Either party may terminate with 30 days' written notice.
2. Immediate termination is possible if the other party fails to fulfill obligations after notice or files for bankruptcy.
3. Early termination by the Client of a fixed-fee Agreement requires payment for completed work plus 30% of the remaining fee.
4. All amounts owed are immediately due upon termination.
5. Termination does not affect obligations that survive termination.

Article 18 — Force Majeure

1. Neither party is liable for failure due to circumstances beyond reasonable control.
2. Force majeure includes natural disasters, pandemics, government actions, cyberattacks, and third-party platform failures.
3. If force majeure exceeds 60 days, either party may terminate without compensation.
4. Partially completed work may be invoiced separately.

Article 19 — Independent Contractor Relationship

1. The Provider performs Services as an independent professional.
2. The Provider is registered with the Dutch Chamber of Commerce and bears their own entrepreneurial risk.
3. The Provider is free to determine the manner, time, and place of performing the Services.
4. The Provider may engage a qualified substitute.
5. The Provider is free to work for other clients simultaneously.
6. If the relationship is reclassified as employment, the Client shall compensate the Provider for all resulting financial consequences.

Article 20 — Non-Solicitation

1. The Client shall not solicit, recruit, or employ any subcontractor introduced by the Provider for 12 months after termination.
2. Direct engagement requires a reasonable introduction fee of no less than 15% of the offered annual compensation.

Article 21 — Complaints

1. Complaints must be reported in writing within 14 days of discovery.
2. Complaints must be submitted no later than 60 days after completion of the relevant Services.
3. The Provider is entitled to a reasonable opportunity to investigate and address the complaint.
4. Filing a complaint does not suspend payment obligations.

Article 22 — Governing Law & Disputes

1. These terms are governed by the laws of the Netherlands.
2. Disputes shall first be attempted to be resolved through good-faith negotiation.
3. Unresolved disputes shall be submitted to the competent court in the district of Midden-Nederland.
4. The applicability of the CISG is explicitly excluded.