Legal

Terms & Conditions

AItillery

Last updated: 27 October 2026

Effective date: on publication

1. Introduction

These Terms and Conditions (“Terms”) govern https://aitillery.com and services offered under the AItillery brand by Flow Marketing Solutions ApS, CVR no. 45831973, Avnedevej 15, 2730 Herlev, Denmark (“AItillery”, “we”, “us” or “our”). The entity entering into an individual engagement is identified in the applicable Statement of Work (“SOW”).

By accessing our Website or engaging our services, you (“you”, “Client”) agree to be bound by these Terms. If you do not agree, do not use our Website or services.

2. Definitions

“Services” means AI transformation consulting, AI audits (including under our proprietary ARGUS methodology), AI engineering, and related advisory or implementation services.
“Deliverables” means the Client-Specific Audit Deliverables and the Implementation Deliverables expressly identified in the applicable Statement of Work. Any additional reports, documentation, code, configurations, dashboards or other outputs are included as Deliverables only to the extent expressly identified as such in that Statement of Work.
“Engagement” means a specific scope of Services set out in a Statement of Work (“SOW”), proposal, or written agreement.
“Website” means the AItillery website at https://aitillery.com.
“Client-Specific Audit Deliverables” means the client-specific findings, analyses, recommendations, prioritisation results, risk assessments, supporting client-specific calculations and implementation roadmaps prepared for the Client under an ARGUS Audit, as identified in the applicable SOW. It excludes AItillery IP, third-party intellectual property and the Client’s pre-existing materials.
“Implementation Deliverables” means software, source code, configuration, integrations, automations, documentation and other outputs created as part of an engineering or implementation engagement, as identified in the applicable SOW.

3. Services

3.1 Scope

The scope, timeline, fees, and acceptance criteria for each Engagement are defined in a separate SOW or proposal. If there is a conflict between these Terms and a SOW, the SOW prevails to the extent of the conflict.

3.2 Standard of care

We perform Services with reasonable skill and care consistent with generally accepted industry standards for AI consulting. We do not guarantee specific business outcomes, revenue increases, or cost savings unless expressly stated in writing in a SOW.

3.3 Client obligations

You agree to provide timely access to systems, data, and personnel reasonably required for us to perform the Services; ensure that all data and materials you provide are lawfully obtained; designate a primary contact with decision-making authority; and review Deliverables and provide feedback within agreed timelines. Delays caused by your failure to meet these obligations may result in adjusted timelines and, where applicable, additional fees.

3.4 Subcontracting

We may engage qualified subcontractors to assist in delivering Services. We remain responsible for work performed by our subcontractors.

4. Fees and payment

4.1 Fees

Fees are as set out in the applicable SOW. Unless otherwise stated, fees are quoted exclusive of applicable taxes (including sales tax and VAT where applicable).

4.2 Payment terms

Invoices are issued per the payment schedule in the SOW. Unless otherwise agreed, payment is due within 14 days of invoice date.

4.3 Late payment

If payment is overdue, we reserve the right to charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, suspend Services until payment is received, and recover reasonable collection costs including legal fees.

4.4 Expenses

Pre-approved expenses incurred in connection with an Engagement (e.g. travel, third-party licences) will be invoiced at cost unless the SOW provides otherwise.

5. Intellectual property

5.1 Client materials

You retain all rights in data, materials, and intellectual property you provide to us (“Client Materials”). You grant us a non-exclusive, revocable licence to use Client Materials solely to perform the Services.

5.2 AItillery IP

AItillery retains all rights in its pre-existing and independently developed intellectual property, including the ARGUS methodology, its scoring approaches and models, frameworks, software tools, templates, generic components and general know-how (“AItillery IP”). This reservation does not transfer ownership to AItillery of Client Materials or the original client-specific content of Client-Specific Audit Deliverables assigned under section 5.3. No right to reproduce, commercialise, disclose or reverse-engineer the underlying ARGUS methodology as a stand-alone product is granted except as expressly stated in these Terms.

5.3 Deliverables and rights of use

5.3.1 Client-specific audit outputs. Subject to full payment of the fees due for the relevant ARGUS Audit, AItillery assigns to the Client, to the extent legally transferable and owned by AItillery, the intellectual property rights in the original client-specific content of the Client-Specific Audit Deliverables. This assignment excludes AItillery IP, third-party intellectual property and Client Materials, which remain subject to their respective rights.

5.3.2 Freedom of execution. The Client may use, reproduce, adapt, maintain and implement the Client-Specific Audit Deliverables for its own business purposes and may provide them to its professional advisers, internal teams and third-party implementation providers for those purposes. These rights apply whether implementation is carried out by AItillery, the Client or another provider. The Client is not required to engage AItillery for subsequent implementation.

5.3.3 Embedded AItillery IP. Where AItillery IP is incorporated into or necessarily forms part of the Client-Specific Audit Deliverables, AItillery grants the Client a perpetual, irrevocable, worldwide, non-exclusive and royalty-free licence, effective on full payment, to use, reproduce and adapt that incorporated AItillery IP solely to the extent necessary to use, evaluate, implement and maintain the Client-Specific Audit Deliverables for the Client’s business purposes. The Client may authorise its advisers and third-party implementation providers to exercise those limited rights on the Client’s behalf, subject to confidentiality duties and without any right to exploit AItillery IP as a stand-alone methodology, framework, template or service for third parties.

5.3.4 No transfer of the ARGUS method. AItillery retains ownership of the underlying ARGUS methodology, reusable scoring models and weightings, software tools, generic templates and know-how, whether or not referenced in the Client-Specific Audit Deliverables. Nothing requires disclosure of undisclosed proprietary scoring algorithms or methodological internals that are not expressly agreed as a Client deliverable. This clause does not limit the Client’s right to rely on, scrutinise and implement the client-specific findings and documented reasoning actually delivered.

5.3.5 Implementation and software. Ownership, licensing, source-code access, third-party and open-source components, maintenance rights and other terms for Implementation Deliverables shall be specified in the applicable SOW. In the absence of express terms, this section 5.3 does not itself assign ownership of AItillery’s implementation software or pre-existing components.

5.3.6 Survival and priority. The rights granted under sections 5.3.1–5.3.4 survive the end or termination of the Engagement. Any SOW that expressly modifies the Client’s ownership or execution rights under this section must identify those modifications clearly and receive the Client’s explicit written agreement; it shall not be implied from general implementation provisions.

5.4 Portfolio and case studies

Unless you object in writing, we may reference your company name, industry, and a general description of the Engagement in our marketing materials. No confidential information will be disclosed without written consent.

6. Confidentiality

6.1 Obligations

Each party agrees to keep confidential all non-public information received from the other in connection with an Engagement (“Confidential Information”) and to use it only for performing or receiving the Services. This obligation survives termination for 3 years.

Notwithstanding the above, the Client may disclose Client-Specific Audit Deliverables, including any AItillery confidential information necessarily incorporated in them, to its employees, professional advisers and third-party implementation providers solely to evaluate, procure, implement, operate or maintain the Client’s recommendations, provided that such recipients are subject to appropriate contractual, professional or statutory confidentiality obligations. This permission does not authorise disclosure or independent commercial exploitation of AItillery’s proprietary ARGUS methodology or materials beyond what is necessary to exercise the rights granted in section 5.3.

6.2 Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).

7. Data protection

We process personal data in accordance with applicable data protection law, including the EU General Data Protection Regulation (GDPR) and the Danish Data Protection Act and, where applicable, other data protection laws relevant to the specific engagement. Our Privacy Policy, available at aitillery.com/privacy-policy, describes how we handle personal information. Where we process personal data on your behalf, we will enter into a separate Data Processing Agreement (“DPA”).

8. Warranties and disclaimers

8.1 Our warranty

We warrant that Services will be performed with reasonable skill and care. If a Deliverable materially fails to meet the specifications in the SOW and you notify us in writing within 30 days of delivery, we will re-perform the relevant Services or correct the Deliverable at no additional charge.

8.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SOW, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY AI SYSTEM, AUTOMATION, OR TECHNOLOGY RECOMMENDED OR IMPLEMENTED WILL ACHIEVE SPECIFIC RESULTS, BE ERROR-FREE, OR OPERATE WITHOUT INTERRUPTION. WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR OUTPUT OF THIRD-PARTY AI MODELS, PLATFORMS, OR TOOLS INTEGRATED OR RECOMMENDED AS PART OF OUR SERVICES.

Some states do not allow the exclusion of implied warranties. In those states, the above exclusions may not apply to you, and you may have additional rights.

9. Limitation of liability

9.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 Exclusions

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.

9.3 Exceptions

Nothing in this section limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded under applicable law.

10. Indemnification

10.1 By AItillery

We will indemnify you from third-party claims that our original Deliverables (excluding Client Materials and third-party components) infringe a third party’s intellectual property rights, provided you notify us promptly, cooperate, and grant us sole control of the defence.

10.2 By you

You will indemnify us from third-party claims arising from Client Materials you provide, your use of Deliverables in breach of these Terms, or your violation of applicable law.

11. Term and termination

11.1 Term

These Terms remain in effect for as long as you use the Website or we are providing Services to you.

11.2 Termination

Either party may terminate an Engagement for convenience with 30 days’ written notice (unless the SOW specifies otherwise), immediately if the other party materially breaches and fails to cure within 14 days of written notice, or immediately if the other party becomes insolvent or ceases trading.

11.3 Effect of termination

Upon termination, you shall pay all fees for Services performed to the termination date, each party shall return or destroy the other’s Confidential Information, and surviving provisions (Sections 5, 6, 8, 9, 10, and 13) shall continue in effect.

12. Website use

You may use the Website for informational and business purposes only. You may not use the Website for unlawful purposes, attempt unauthorised access, reproduce or commercially exploit content without permission, introduce malware, or use automated tools to scrape data. We may contain links to third-party websites; we are not responsible for their content or practices. We do not guarantee uninterrupted access and may modify or discontinue the Website at any time.

13. Governing law and disputes

13.1 Governing law

These Terms are governed by the laws of Denmark, without regard to conflict-of-law principles.

13.2 Jurisdiction

Disputes shall be submitted to the exclusive jurisdiction of the courts of Denmark, unless otherwise agreed in a SOW.

13.3 US clients

By engaging our Services, you consent to Danish governing law and jurisdiction. This does not affect mandatory consumer protection rights you may have under the laws of your state of residence.

13.4 Dispute resolution

Before initiating legal proceedings, the parties agree to attempt good-faith negotiation for at least 30 days.

14. Force Majeure

Neither party is liable for failure to perform (other than payment obligations) due to causes beyond reasonable control, including natural disasters, war, pandemics, government actions, or third-party service outages.

15. General

These Terms, together with any SOW and DPA, constitute the entire agreement and supersede all prior discussions. We may update these Terms. These Terms apply to new engagements when accepted by the Client as part of the applicable agreement. Any material amendment to an existing agreement will take effect only in accordance with an applicable, valid contractual amendment mechanism or the parties’ written agreement. Publication of updated Terms on our Website does not, by itself, amend an existing agreement. If any provision is unenforceable, the remainder continues in effect. Neither party may assign rights without the other’s consent, except that we may assign in connection with a merger or acquisition. Failure to enforce a provision does not waive it. Notices shall be in writing; email is acceptable.