Article 1 – Definitions
- AI Heroes: AI Vision 1 B.V., established in Amsterdam, Weteringschans 110H, 1017XS, Chamber of Commerce no. 88144771, or its deployed employees and/or freelancers.
- Customer: the person or company who issues an assignment to AI Heroes or the person or company who enters into an agreement with AI Heroes.
- Parties: AI Heroes and ‘customer’.
- Agreement: an agreement between AI Heroes and a customer in the context of the services of AI Heroes.
- SLA: Service Level Agreement
- Sprint: A set timeframe during which specific work will be performed and reviewed.
Article 2 – Scope of application
2.1. These General Terms and Conditions apply exclusively to all offers, legal relationships and agreements between the customer and AI Heroes. A copy of the General Terms and Conditions will be sent to the customer on first request. In addition, the General Terms and Conditions can be consulted on the website. Applicable in each case is the latest version of the General Terms and Conditions.
2.2. There will be no deviation from these Terms and Conditions, except in an exceptional situation, in writing and only with the agreement of AI Heroes. All other provisions of the General Terms and Conditions will continue to apply in such an exceptional situation.
2.3. Applicability of any purchase or other conditions of the customer is rejected.
2.4. If any provision of these General Terms and Conditions is destroyed, the other provisions of these General Terms and Conditions will remain in full effect. In this case, the parties will consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and scope of the original provisions.
2.5. In case these conditions and the agreement contain conflicting provisions, the conditions contained in the agreement shall prevail.
2.6. AI Heroes reserves the right to amend these terms and conditions at any time. Consumers customers are entitled to cancel the Agreement in the event of a substantial change to these terms and conditions.
Article 3 – Offer and realization of the Agreement
3.1. The Agreement with the customer will come into effect through offer and acceptance. Agreements are considered to be closed from the day of acceptance of the offer by the customer, or the day on which AI Heroes has actually executed an (verbal or written) assignment placed by the customer.
3.2. All offers and prices made by AI Heroes are without obligation. The customer cannot derive any rights from them. An offer is valid for a maximum period of 2 weeks from its date, unless another acceptance period is stated in the offer. If the customer doesn’t accept the offer within the mentioned time frame, the offer will lapse. Offers do not apply to repeated orders, unless the parties have agreed upon this explicitly in writing.
3.3. Upon acceptance of an offer without engagement, AI Heroes reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
3.4. Verbal acceptance of the customer only commits AI Heroes after the customer has confirmed this in writing (or electronically).
3.5. The customer will provide all relevant and necessary information to AI Heroes to make an offer and/or the Agreement to be entered into. The customer will also provide AI Heroes in reasonable time with all information necessary for the execution of the Agreement.
3.6. AI Heroes reserves the right to refuse a request to enter into an Agreement, or to dissolve the Agreement. AI Heroes is not liable for compensation of costs or damages as a result of the refusal to enter into an Agreement, or the dissolution of the Agreement. If AI Heroes invokes the right to dissolve / refuse an Agreement, AI Heroes shall notify Principal within a reasonable period of time.
3.7. Requesting an offer or submitting a request for services does not create an obligation for AI Heroes to provide the services mentioned in these General Terms and Conditions. AI Heroes is only obliged to perform its services insofar as it accepts a specific assignment for that purpose. AI Heroes shall be deemed to have accepted the order if it has sent the customer an unconditional order confirmation and/or signed offer.
3.8. In the event of cancellation of the assignment, the following costs will be charged:
The customer pays 50% of the agreed price in advance. If the customer cancels before the start of the agreement, the customer will not be refunded for the advance payment. In addition, the customer is obliged to indemnify AI Heroes against claims from third parties arising from the cancellation of the assignment. AI Heroes always has the right to claim full compensation.
3.9. If AI Heroes enters into an Agreement with several customers, each of them shall be jointly and severally liable for the full amount due to AI Heroes under that Agreement.
3.10. If, after the conclusion of the Agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the Agreement accordingly.
3.11. An SLA will vary per customer and is prepared in consultation with the customer.
Article 4 – Prices and payment
4.1. All prices are exclusive of VAT, unless the Agreement or offer states otherwise. All prices are with the reservation of misprints and typesetting errors. No liability is accepted for the consequences of misprints and typesetting errors. AI Heroes is not obliged to deliver the service and/or product at the incorrect price in the event of printing and typesetting errors.
4.2. AI Heroes is entitled to increase the prices annually with the legal indexation.
4.3. If an Agreement involves periodic payments by the customer, AI Heroes is entitled to adjust the applicable prices and rates periodically by sending a written notification. Adjustments are effective one month after notification. The business customer is entitled to dissolve the agreement if there is a price change resulting in a price difference with the agreed price of more than 10% (unless the increase is due to a high indexation percentage of the CBS as referred to in 4.2.). The consumer customer is always entitled to dissolve the agreement in the event of a price increase other than the indexation referred to in 4.2.
4.4. All invoices will be paid by the customer in accordance with the payment conditions stated in the Agreement or invoice. The invoice or Agreement normally states a payment term of 14 days. In the absence of specific conditions, the customer will pay within 14 days after the invoice date.
4.5. AI Heroes charges an advance of 50%.
4.6. If automatic direct debit has been agreed, the customer must ensure sufficient balance in the relevant bankaccount. If the direct debit is not successful, the customer will be notified and must still pay the amount due to AI Heroes by bank transfer within five working days.
4.7. If the customer does not pay the amounts due on time, the business customer will owe the statutory interest and non-legal collection costs on the unpaid amount, without any reminder or notice of default being required. The consumer customer will first receive a payment reminder. If the customer continues to fail to pay the debt after a reminder or notice of default, AI Heroes will be entitled to pass on the debt, in which case the customer will be liable, in addition to the amount due at that time, for the full reimbursement of any legal and non-legal expenses incurred in relation to the collection of the debt.
4.8. In the case of late payment, AI Heroes has the right to immediately suspend the activities/services until full payment has been made (in the case of a consumer client, only if suspension is proportionate). The customer will be notified prior to the suspension. The customer will then also be informed of the shortcoming that forms the ground for the suspension.
4.9. Payments made by the customer will always serve to settle all interest and non-legal costs and subsequently those invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
4.10. If, after the date of establishing the agreement, one or more cost price factors undergoes an increase or an increase occurs, AI Heroes is entitled to increase the agreed price in accordance with this.
4.11. If the percentage of sales tax (VAT) is changed by the government, settlement will take place between the parties in accordance with the changes.
4.12. Under no circumstances is the client entitled to set off any amount owed by him to AI Heroes. The customer is also never entitled to suspend payment of an invoice. This means that also objections against the amount of an invoice are no reason to suspend payment.
4.13. With a fixed price, no timesheets are provided by AI Heroes.
Article 5 – Additional work and fixed price
5.1. If AI Heroes, at the request of the customer (verbal or written) or with the customer’s consent, carries out work that go beyond the content or scope of the Agreement or offer, including but not limited to: damage caused by the actions of others or other unforeseen work, the customer will pay AI Heroes for such work or services in accordance with AI Heroes ‘s customary rates. AI Heroes is never obliged to comply with such a request and may require that a separate written agreement or offer be drawn up for the purpose. The customer accepts that additional work may affect the agreed or expected time of completion of the services, the price and the mutual responsibilities of the customer and AI Heroes.
5.2. With a fixed price, additional work (work not within the scope of the fixed price) will be charged additionally at regular hourly rates.
5.3. If a fixed hourly amount is agreed upon and AI Heroes has worked fewer hours, the hours will be moved to the next sprints, if those exist. If fixed hours are bought off, the hours will remain available after 2 months of the last delivery
5.4. If a fixed hourly rate is agreed upon and AI Heroes has worked more hours, the next sprint(s) will be reduced by these extra hours, if those next sprints exist.
Article 6 – AI Heroes ‘s obligations and engagement of third parties
6.1. AI Heroes has a duty to carry out its activities to the best of its ability. AI Heroes will carry out the work within the framework of the assignment to the best of its knowledge, expertise and ability.
6.2. AI Heroes is entitled, if in its opinion this is desirable or necessary for the proper implementation of the assignment, to contract out certain activities to third parties, the costs of which will be passed on to the customer in accordance with the offer/ Agreement. If necessary, the parties will consult on this.
6.3. The execution of the Agreement takes place in mutual consultation and after written Agreement and payment of the possibly agreed advance by the customer.
6.4. AI Heroes will use the customer’s IP address unless the parties have agreed otherwise.
6.5. The customer pays for a service role, and not for a specific person within AI Heroes, unless agreed upon in advance.
Article 7 – Customer’s obligations and waivers
7.1. The customer will always provide AI Heroes in time, with all data, documents and information useful and necessary for the proper execution of the Agreement and will provide all reasonably required cooperation. The customer is responsible for the correctness, completeness and reliability of the information, data and documents, even if they originate from third parties.
7.2. If information necessary for the execution of the Agreement is not available to AI Heroes or is not available on time or in accordance with the arrangements made, or if the customer fails to meet his obligations in any other way, AI Heroes has the right to suspend execution of the Agreement and to charge the resulting costs at its usual rates. The customer indemnifies AI Heroes against any claims by third parties in respect of the provisions of this article.
7.3. The customer waives the right to suspend the fulfillment of any obligation arising from this Agreement.
7.4. The customer waives his right to settle any debt to AI Heroes with any claim on AI Heroes.
Article 8 – Liability
8.1. AI Heroes is only liable for direct damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
8.2. In case AI Heroes is liable for direct damage suffered by the customer, the liability of AI Heroes is limited to such damage as AI Heroes is insured for. If AI Heroes is liable, and for whatever reason there is no insurance payment, AI Heroes’s liability to the customer will be limited to € 500,00.
8.3. Liability of AI Heroes will only arise if the customer gives AI Heroes immediate and proper notice of default in writing, setting a reasonable term in which to remedy the shortcoming, and AI Heroes continues to fail attributably in the fulfillment of its obligations even after that term.
8.4. The customer indemnifies AI Heroes against all claims by third parties for damages against AI Heroes directly or indirectly.
8.5. AI Heroes is not liable for any indirect damage.
8.6. AI Heroes is not liable for any damage resulting from a lack of information provided by the customer. The customer’s obligation to provide information is described in article 7.
8.7. From the moment of transfer of management (in the form of providing access to the code base or to the cloud provider), AI Heroes is no longer responsible and AI Heroes cannot be held liable.
Article 9 –Feedback Period and revisions
9.1. Standard revision is not included in the agreed price, unless otherwise agreed between the parties. The fee for revision will be processed in the following sprint(s).
9.2. If the implementation of feedback is included in the agreed services, the customer must provide any feedback to AI Heroes in writing within 2 weeks of providing the deliverables.
9.3. After the 2-week period referred to in article 9.2., the customer’s right to revisions expires.
9.4. Costs for the revision will be charged to the customer depending on the agreement.
Fixed Hours: only if there is any budget left.
Fixed Price: only if it is within scope of the Agreement.
Fixed Sprints: Only if there are still sprints, and there is still margin within the sprint.
Article 10 – Force majeure
10.1. In the event of force majeure, AI Heroes will be entitled to terminate the agreement or to suspend the performance of the work, by notifying the customer in writing and without AI Heroes being liable to pay any compensation, unless this would be unreasonable in the light of reasonableness and fairness.
10.2. Force majeure is defined as any shortcoming that cannot be attributed to AI Heroes, because it is not due to fault, nor for its account pursuant to law, legal action or generally accepted standards.
10.3. If AI Heroes has already fulfilled part of its commitments when force majeure occurs, it will be entitled to invoice separately for services already provided. The customer is obliged to pay this invoice as if it is a separate contract.
Article 11 – Duration of an Agreement
11.1. The Agreement between AI Heroes and the customer is entered into for the duration of 12 months, unless it results otherwise from the nature of the Agreement or if the parties have expressly agreed otherwise in writing.
11.2. If a fixed-term Agreement has been entered into, it will be tacitly converted into Agreement for an indefinite period of time, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the Agreement with due observance of a notice period of 1 month causing the Agreement to end at the end of the fixed term.
11.3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing.
11.4. At least 1 month before the end date of a budget-related contract, the parties discuss a renewal. If renewal is not discussed in a timely manner, the budget-related contract will be renewed for 1 month at a time. This extended contract can then be terminated by either party with observance of 1 month’s notice.
Article 12 – Termination of the Agreement for an indefinite period
12.1. The customer is entitled to dissolve the Agreement, but only if AI Heroes, after a proper and detailed written notice of default in which a reasonable period is given to remedy the failure, accountably fails to meet essential obligations under the Agreement. Dissolution is not possible if the shortcoming does not justify termination due to its specific nature or because it is of minor importance.
12.2. If an agreement which does not end in fulfillment according and has been entered into for an indefinite period of time, it may be terminated by either party after proper consultation and stating reasons, by giving written notice, observing a notice period of 1 month for the consumer and 3 months for the business customer. The parties will never be obliged to pay any compensation for termination.
12.3. In the case of a fixed-term contract, early termination is not possible. Termination by the end date is only possible with consideration of the rules of Article 11.
12.4. AI Heroes may terminate the Agreement in whole or in part and with immediate effect, without notice of default and without judicial intervention, by means of written notification, if the customer is granted a suspension of payments, whether provisional or not, if a petition for bankruptcy is filed in respect of the customer, or if his business is wound up or terminated other than for the purposes of reconstruction or a merger of companies. AI Heroes will never be obliged to pay any compensation for such termination.
11.5. AI Heroes may terminate the Agreement in whole or in part and with immediate effect if the customer does not fully or timely fulfill his obligations under the Agreement, or if circumstances give AI Heroes good grounds to fear that the customer will not be able to fulfill his obligations properly.
Article 13 – Privacy and specific data use approval
13.1 AI Heroes processes the customer’s personal data solely for the purpose of providing its services. The processing of personal data will be limited to its intended purpose and the personal data will not (with the exception of the supplier) be disclosed to third parties or used for direct marketing purposes by third parties, unless requested in writing by the customer. AI Heroes will not retain personal data processed longer than is necessary for the above stated purposes of data processing or as required by law and regulations.
13.2 AI Heroes undertakes to observe strict confidentiality with respect to information received from and about the customer.
13.3. The customer may submit a request for inspection, correction, restriction, opposition, transferability of data, removal of personal data or withdrawal of previously given permission. On first request, the customer will receive the contact details. For questions or comments about the processing of personal data, the customer can contact joseph@aiheroes.io.
13.4. By entering into an agreement with AI Heroes, the customer explicitly authorizes AI Heroes to communicate (digitally, for example on LinkedIn) with third parties about the collaboration between the parties, about AI Heroes’ product and how this is being implemented at the customer’s company. AI Heroes will respect the interests of the customer’s company in these communications. These communications are for marketing purposes of AI Heroes.
Article 14 – Confidentiality
14.1. The customer keeps any information received (in whatever form) from AI Heroes confidential.
14.2. The same applies to all other information concerning AI Heroes of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to AI Heroes.
14.3. The customer takes necessary measures to ensure that the information referred to in paragraphs 1 and 2 is kept secret.
14.4. The obligation of secrecy described in this article does not apply to the information: which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality which is made public by the customer due to a legal obligation.
Article 15 – Ownership reservation
15.1. All goods and/or products delivered by AI Heroes, possibly including designs, sketches, drawings, etc., will remain the property of AI Heroes until the customer has fulfilled all obligations arising from all agreements entered into with AI Heroes.
15.2. If the retention of title referred to in article 15.1 lapses as a result of accession or the creation of a new object, the customer will grant AI Heroes non-possessory (silent) pledge on the new object, to cover all amounts owed by the customer to AI Heroes .
15.3. Should AI Heroes be forced to rely on this article, AI Heroes is entitled to take back the goods and/or products delivered under retention of title, including any necessary dismantling. The customer shall provide AI Heroes with full cooperation in this and is required to pay the full costs involved to AI Heroes.
15.4. As long as the goods are subject to retention of title, the customer may not pledge them in any way or place them under the actual control of a financier.
15.5. As long as the customer has the items in his possession, he will keep them carefully and as the property of AI Heroes.
15.6. The customer will take a proper insurance to the extent that items delivered under retention of title are at all times included in the insurance.
15.7. AI Heroes is not liable for any damage as a result of using his right of retention.
Article 16 – Intellectual property
16.1. The customer will retain all intellectual property rights on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
16.2. AI Heroes may not copy or re-use the intellectual property rights without prior written permission from the customer.
Article 17 – Transfer of rights
17.1. The customer cannot transfer its rights deferring from an Agreement with AI Heroes to third parties without the prior written consent of AI Heroes.
Article 18 – Hosting
18.1. AI Heroes utilizes Amazon Web Services (AWS) services.
18.2. AI Heroes retains the right to choose AWS unless a different provider is requested by the customer and agreed upon in writing.
18.3. The customer will pay AI Heroes for hosting services afterwards.
18.4. In cases where third-party services or alternative hosting solutions are required, written approval from AI Heroes is mandatory and the customer is mandatory.
18.5. Adjustments to the hosting services, including changes in providers or payment terms, will be communicated to the customer in writing and agreed upon before implementation.
18.6. All hosting costs and other software costs will be charged to the customer by AI Heroes.
18.7. If the customer does not purchase hosting from AI Heroes, AI Heroes will keep the website available for use (live) for 1 month. After 1 month this service stops, and the customer must put the website live and maintain it themselves.
Article 19 – Applicable law and competent court
19.1. All agreements with AI Heroes are subject to Dutch law.
19.2 The competent Dutch court is authorized to take note of disputes arising between the parties pursuant to the agreement.
