Terms & Conditions — UwCopiloot

Article 1 — Definitions

In these terms, the following definitions apply:

• UwCopiloot: the trade name of the service provider offering AI, automation, consultancy and implementation services.
• Client: any natural or legal person purchasing services from UwCopiloot.
• Workbench: UwCopiloot's digital platform, dashboard, client environment and/or software environment.
• Services: all work performed by UwCopiloot, including scans, intake sessions, analyses, AI assistance, consultancy, implementations, automations, training, support, dashboards, reporting and subscriptions.
• AI output: any automatically or semi-automatically generated text, analyses, advice, reports, workflows, documents or suggestions.
• Deliverables: all delivered documents, roadmaps, reports, configurations, dashboards, automations and implementations.
• Partner: external specialist, consultant or third party engaged by UwCopiloot.

Article 2 — Applicability

1. These terms apply to all offers, quotations, agreements, scans, subscriptions, implementations and other services of UwCopiloot.
2. Deviations are valid only if agreed in writing.
3. The client's general terms and conditions are expressly excluded.

Article 3 — Offers and agreements

1. All offers are non-binding unless stated otherwise.
2. An agreement is formed by: digital acceptance; email confirmation; acceptance via Workbench; signed quotation; or actual commencement of work.
3. UwCopiloot may perform work in phases.

Article 4 — Performance of services

1. UwCopiloot performs services to the best of its knowledge and ability.
2. All services are subject to an obligation of best efforts, not an obligation to achieve a specific result.
3. Schedules and timelines are indicative.
4. The client shall provide all required information in a timely manner.

Article 5 — Use of AI and AI output

1. UwCopiloot uses AI technologies for analyses, document generation, summaries, workflows and supportive advice.
2. AI output is supportive in nature and must always be reviewed by the client.
3. UwCopiloot does not guarantee that AI output is error-free, complete or fit for a particular purpose.
4. AI output does not constitute legal, tax, financial or accounting advice unless expressly agreed in writing.
5. The client remains responsible for decisions based on AI output.

Article 6 — External systems and third parties

1. UwCopiloot may engage third parties and partners.
2. UwCopiloot is not liable for disruptions, changes or limitations of external platforms or APIs.
3. This includes, among others: OpenAI, HubSpot, Google, Microsoft, Supabase, MongoDB, Render, Vercel and other cloud and software providers.

Article 7 — Fees and payment

1. Invoices are due within 14 days.
2. Subscriptions are invoiced in advance unless otherwise agreed.
3. In case of late payment, UwCopiloot may suspend work.
4. Statutory commercial interest and collection costs may be charged.

Article 8 — Intellectual property

1. All intellectual property rights in Workbench, templates, prompts, methodologies, scans, automations, dashboards and document structures remain with UwCopiloot.
2. The client receives only a licence to use deliverables for its own internal business operations.

Article 9 — Confidentiality

The parties shall treat confidential information strictly confidentially.

Article 10 — Liability

1. UwCopiloot's liability is limited to the amount paid by the client in the three months preceding the event causing the damage.
2. UwCopiloot is never liable for indirect damage, consequential damage, loss of revenue, missed savings, reputational damage, loss of data, damage caused by AI output, or damage caused by external software or integrations.
3. Any claim for damages expires after 12 months.

Article 11 — Force majeure

Force majeure includes, among others:

• internet outages
• cloud outages
• API failures
• cyber incidents
• outages of AI platforms
• supplier failures
• government measures

Article 12 — Governing law

Dutch law applies to all agreements.