Terms & Conditions

AItillery ApS

Last updated: [DATE]

Effective date: [DATE]

1. Introduction

These Terms & Conditions (“Terms”) govern your access to and use of the website, services, and deliverables provided by AItillery ApS (“AItillery”, “we”, “us”, “our”), a company registered in Denmark under Company no. DK45831973, with its registered address at Avnedvej 15, 2730 Herlev, Denmark.

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 reports, documentation, code, configurations, dashboards, and other outputs produced by AItillery in delivering Services.
“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.ai.

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

We retain all rights in our pre-existing intellectual property, methodologies, frameworks (including ARGUS), tools, templates, know-how, and general-purpose components developed independently or across multiple engagements (“AItillery IP”). Nothing in these Terms transfers ownership of AItillery IP.

5.3 Deliverables

Upon full payment, you receive a non-exclusive, perpetual, royalty-free licence to use the Deliverables for your internal business purposes. We retain ownership of any AItillery IP incorporated into Deliverables. Where a SOW expressly provides for assignment of specific Deliverables, assignment takes effect upon full payment.

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.

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 information in accordance with applicable laws, including the California Consumer Privacy Act (CCPA/CPRA), other US state privacy laws, and where applicable the EU General Data Protection Regulation (GDPR). Our Privacy Policy, available at [link], 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; material changes will be communicated via the Website and by email to existing Clients. 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.