Terms and Conditions for AI saleslabs

1. Definitions

In these Terms and Conditions, the following definitions apply:

AI saleslabs: the company operating under the name AI saleslabs, established in Haarlem, the Netherlands, registered with the Dutch Chamber of Commerce under number 96132132, hereinafter referred to as “AI saleslabs”.

Client: any natural person or legal entity that enters into an agreement with AI saleslabs or to whom AI saleslabs provides a proposal, quotation or offer.

Agreement: any agreement between AI saleslabs and the Client relating to the provision of services, consultancy, training, strategy, AI-related solutions, software-related projects or any other professional services.

Services: all services provided by AI saleslabs, including but not limited to training, workshops, masterclasses, keynote presentations, coaching, consultancy, strategy development, sales enablement, social selling, AI advisory, AI implementation support, project coordination, and the delivery or coordination of AI-related software solutions.

Software-related Projects: projects in which AI saleslabs accepts an assignment from the Client for the design, coordination, delivery, implementation or management of software, AI tools, agents, dashboards, automations, integrations, databases, interfaces or other digital solutions. AI saleslabs does not itself develop software, unless explicitly agreed otherwise in writing. Software development and technical implementation may be carried out by specialised third-party subcontractors.

Subcontractor: any third party engaged by AI saleslabs in connection with the performance of the Agreement, including but not limited to software developers, AI specialists, consultants, designers, hosting providers, technical implementation partners, platform providers and other specialist suppliers.

Materials: all documents, presentations, training materials, models, methods, frameworks, templates, prompts, blueprints, reports, analyses, designs, texts, software-related documentation, specifications, manuals and other materials provided or developed by or on behalf of AI saleslabs.

AI Output: any result, suggestion, text, analysis, recommendation, classification, summary, prediction or other output generated in whole or in part by AI systems, AI models, software, automation tools or digital solutions.

2. Applicability

These Terms and Conditions apply to all proposals, quotations, offers, agreements, assignments, deliveries, services and other work performed by or on behalf of AI saleslabs.
Any deviation from these Terms and Conditions is only valid if expressly agreed in writing by AI saleslabs.
The applicability of any terms and conditions of the Client is expressly rejected, unless AI saleslabs has accepted such terms in writing.
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain fully effective. The parties shall replace the invalid or unenforceable provision with a valid provision that reflects the original purpose as closely as possible.
These Terms and Conditions also apply to any additional work, follow-up assignments and future agreements between AI saleslabs and the Client.

3. Proposals and Formation of the Agreement

All proposals, quotations, offers, estimates and timelines issued by AI saleslabs are non-binding unless expressly stated otherwise in writing.
An Agreement is formed once the Client accepts a proposal, quotation or offer from AI saleslabs in writing or electronically, or once AI saleslabs begins performing the work at the Client’s request.
Proposals are valid for the period stated in the proposal. If no period is stated, the proposal is valid for fourteen days from the date of issue.
AI saleslabs may rely on the accuracy and completeness of all information provided by the Client. If such information proves to be incorrect, incomplete or delayed, AI saleslabs is entitled to amend the scope, planning, pricing or delivery of the assignment.
Verbal commitments or arrangements are only binding if confirmed in writing by AI saleslabs.

4. Performance of Services

AI saleslabs shall perform the Services to the best of its knowledge, ability and professional standards.
All Services are performed on the basis of a best-efforts obligation, unless a specific result has been expressly agreed in writing.
AI saleslabs does not guarantee that its Services, advice, training, consultancy, strategy or software-related projects will lead to specific commercial results, revenue growth, cost savings, conversion rates, leads, meetings, adoption rates, rankings, visibility or other business outcomes.
The Client is responsible for providing timely access to all information, data, systems, accounts, employees, stakeholders, feedback, approvals and other resources reasonably required for the performance of the Agreement.
If the Client fails to provide the necessary cooperation in a timely manner, AI saleslabs may suspend performance, amend the planning or charge additional costs.
AI saleslabs is entitled to determine the manner in which the Services are performed, unless expressly agreed otherwise in writing.

5. Training, Workshops, Masterclasses and Keynotes

For training sessions, workshops, masterclasses, keynotes and similar sessions, AI saleslabs is responsible for preparing and delivering the session in line with the agreed objective and scope.
The Client is responsible for ensuring the attendance, availability and active participation of the intended participants.
If a session takes place on location, the Client is responsible for providing a suitable room, audiovisual equipment, internet connection, catering and other facilities, unless otherwise agreed in writing.
Cancellation or rescheduling by the Client is free of charge up to thirty days before the scheduled date, unless otherwise agreed.
If the Client cancels or reschedules between thirty and fourteen days before the scheduled date, the Client shall owe 50% of the agreed fee.
If the Client cancels or reschedules within fourteen days before the scheduled date, the Client shall owe 100% of the agreed fee.
If AI saleslabs is unable to deliver a session due to illness, force majeure or other serious circumstances, AI saleslabs shall consult with the Client to schedule a new date. In such cases, AI saleslabs shall not be liable for indirect or consequential damages.
Training materials, presentations, models, assignments, frameworks and other materials provided by AI saleslabs may only be used internally by the Client, unless expressly agreed otherwise in writing.

6. Consultancy, Strategy and Advisory Services

Advice, analyses, strategies, plans, reports and recommendations provided by AI saleslabs are based on the information available at the time of delivery.
The Client remains fully responsible for any decisions made on the basis of advice, reports, strategies, recommendations, AI Output or other materials provided by AI saleslabs.
AI saleslabs shall not be liable for damages resulting from incorrect, incomplete or inappropriate implementation of its advice by the Client.
Strategic documents, sales blueprints, content plans, AI frameworks, prompts, models and other consultancy deliverables are intended as practical business support and do not constitute legal, tax, financial, medical, technical-security or other regulated professional advice, unless expressly agreed otherwise in writing.

7. Software-related Projects, AI Tools and Digital Solutions

AI saleslabs may accept assignments relating to the design, coordination, delivery, implementation or management of software-related projects, AI tools, agents, dashboards, automations, integrations, databases, interfaces and other digital solutions.
AI saleslabs does not itself develop software, unless expressly agreed otherwise in writing. The technical development, programming, configuration, hosting, security, maintenance or implementation of software-related projects may be performed by specialised third-party subcontractors.
In such projects, AI saleslabs acts as the contracting party towards the Client and coordinates the assignment, while the actual technical development and/or implementation may be carried out by one or more subcontractors.
The scope, functionality, planning, responsibilities, assumptions, deliverables, acceptance criteria and pricing of software-related projects shall be specified as much as possible in a proposal, statement of work, project plan, order form or separate agreement.
Software-related projects are delivered on the basis of the agreed scope. Any work outside the agreed scope shall be considered additional work.
AI saleslabs shall use reasonable efforts to select and coordinate qualified subcontractors. However, AI saleslabs does not guarantee that software, AI tools, agents, dashboards, automations, integrations or other digital solutions will be error-free, uninterrupted, fully secure or suitable for every purpose intended by the Client.
The Client is responsible for testing, reviewing and validating the delivered solution, including functionality, output, integrations, data flows, access rights, user roles and settings before using it in its organisation.
The Client is responsible for the correct use of the delivered solution, including account management, passwords, user access, authorisations, input data, exports, internal processes, staff instructions and compliance with applicable laws and internal policies.
AI saleslabs shall not be liable for damage resulting from incorrect use, incorrect input, incomplete or unlawful data, errors in the Client’s systems, changes made by the Client, integrations with third-party systems, or use outside the agreed scope or documentation.
If a software-related project depends on external services, APIs, AI models, data sources, hosting providers, third-party platforms or other suppliers, AI saleslabs shall not be liable for outages, changes, price increases, limitations, discontinuation, data loss, delays, API restrictions or errors caused by such third parties.
AI saleslabs may implement necessary changes to a digital solution if required for security, maintenance, legal compliance, technical performance or availability.
Unless expressly agreed otherwise in writing, the Client receives only a non-exclusive, non-transferable right to use the delivered solution for its own internal business purposes.
Ownership of underlying methods, generic components, reusable code, frameworks, templates, prompts, know-how, workflows, documentation and other reusable elements shall remain with AI saleslabs or its subcontractors/licensors, unless expressly agreed otherwise in writing.

8. Acceptance of Software-related Deliverables

After delivery of a software-related solution, the Client shall be given a reasonable period to test the deliverable and report any defects in writing.
Unless otherwise agreed in writing, the acceptance period is fourteen days after delivery.
If the Client does not report specific and substantiated defects within the acceptance period, the deliverable shall be deemed accepted.
Use of the deliverable by the Client in a live or operational environment shall also constitute acceptance.
AI saleslabs shall use reasonable efforts to have justified and reproducible defects remedied within a reasonable period, provided such defects fall within the agreed scope.
Minor errors or defects that do not materially prevent normal use shall not be grounds for refusal of acceptance, suspension of payment or termination of the Agreement.

9. AI, Automation and Output

The Client acknowledges that AI systems are probabilistic in nature and that AI Output may be incorrect, incomplete, outdated, biased, inconsistent or unsuitable for the Client’s intended use.
AI saleslabs does not guarantee that AI Output is accurate, current, complete, reliable, unique, free from third-party rights or suitable for direct use without human review.
The Client is responsible for human review, validation and approval of AI Output before using it for commercial, operational, legal, financial, public or other business-critical purposes.
AI saleslabs shall not be liable for damage resulting from decisions made by the Client on the basis of AI Output without adequate human review.
The Client is responsible for the legality, accuracy and appropriateness of all data, documents, prompts, instructions and input provided to or used in AI systems or software-related solutions.
The Client shall not input confidential, sensitive, special-category or unlawfully obtained personal data into AI systems or digital solutions unless there is a valid legal basis and appropriate contractual and technical safeguards are in place.
AI saleslabs may use AI systems, language models, automation tools and third-party software in the performance of the Services, provided this is done in a professional and reasonable manner.

10. Subcontractors and Third Parties

AI saleslabs is entitled to engage subcontractors and other third parties for the performance of the Agreement.
The Client acknowledges that certain activities, including software development, technical implementation, hosting, integrations, security, support and maintenance, may be carried out by subcontractors.
AI saleslabs shall exercise reasonable care in selecting and coordinating subcontractors.
AI saleslabs remains the contractual point of contact for the Client, unless expressly agreed otherwise in writing.
AI saleslabs shall use reasonable efforts to make appropriate contractual arrangements with subcontractors regarding quality, confidentiality, security, privacy, continuity and liability.
AI saleslabs shall not be liable for failures, omissions, delays, security incidents, data breaches, outages or other acts or omissions of subcontractors or third parties to the extent these are outside the reasonable control of AI saleslabs, except where mandatory law provides otherwise.
Insofar as AI saleslabs can be held liable for acts or omissions of a subcontractor, such liability shall always be limited in accordance with the liability provisions of these Terms and Conditions.
The Client shall not directly approach, contract, hire or engage subcontractors, freelancers, employees or regular partners of AI saleslabs for similar services outside AI saleslabs during the term of the Agreement and for twelve months thereafter, unless AI saleslabs has given prior written consent.

11. Responsibilities of the Client

The Client is responsible for the accuracy, completeness, quality and lawfulness of all data, documents, content, CRM data, customer information, leads, accounts, prompts, instructions, system access and other input provided to AI saleslabs or its subcontractors.
The Client warrants that it is authorised to provide such data and information and to have it processed for the purposes of the Agreement.
The Client is responsible for determining whether the Services, AI solutions, software-related deliverables or digital tools are suitable for its own business processes, compliance requirements, internal policies and sector-specific obligations.
The Client is responsible for making backups of its own data, unless expressly agreed otherwise in writing.
The Client is responsible for internal adoption, training of its own employees, change management, process implementation and compliance with instructions, unless expressly agreed otherwise in writing.
The Client indemnifies AI saleslabs against claims from third parties arising from data, content, instructions or materials provided by the Client, or from unlawful or improper use of the Services, AI Output or software-related solutions.

12. Privacy and Personal Data

Both parties shall comply with applicable privacy and data protection laws, including the General Data Protection Regulation.
Before or at the start of any assignment involving the processing of personal data, the parties shall determine their respective privacy roles, such as controller, joint controller or processor.
If AI saleslabs processes personal data on behalf of the Client and qualifies as a processor, the parties shall enter into a separate data processing agreement.
If a subcontractor processes personal data as a sub-processor, AI saleslabs shall use reasonable efforts to ensure that appropriate arrangements are made with such sub-processor.
The Client remains responsible for having a valid legal basis for the processing of personal data provided to AI saleslabs or its subcontractors.
The Client warrants that all personal data provided to AI saleslabs or its subcontractors has been lawfully obtained and may be processed for the purposes of the Agreement.
AI saleslabs shall take appropriate technical and organisational measures that may reasonably be expected, taking into account the nature of the Services, the state of the art, implementation costs and the relevant risks.
AI saleslabs does not guarantee that security measures can prevent every security incident, data breach, hack, outage or unauthorised access.
If AI saleslabs becomes aware of a security incident or potential data breach involving personal data processed in connection with the Agreement, AI saleslabs shall inform the Client without undue delay, insofar as legally or contractually required.
The Client is responsible for notifications to supervisory authorities or data subjects, unless otherwise agreed in writing or unless AI saleslabs itself acts as controller.

13. Security

AI saleslabs shall use reasonable efforts to ensure that appropriate security measures are applied to the Services and digital solutions it coordinates or delivers.
The Client acknowledges that absolute security does not exist and that digital systems, AI tools, software, cloud environments, APIs and external platforms may be vulnerable to errors, outages, cyberattacks, data breaches or other incidents.
The Client is responsible for the security of its own systems, devices, networks, accounts, passwords, access rights, user management and internal processes.
If the Client requires specific security standards, certifications, audits, penetration tests or compliance obligations, these must be agreed in writing in advance. Unless agreed otherwise, the related costs shall be borne by the Client.
AI saleslabs shall not be liable for security incidents caused by the Client, the Client’s employees, the Client’s suppliers, external platforms or other third parties outside the reasonable control of AI saleslabs.

14. Intellectual Property

All intellectual property rights relating to Materials, methods, presentations, models, frameworks, prompts, templates, reports, blueprints, texts, formats, training materials, documentation and other works developed or provided by AI saleslabs remain with AI saleslabs or its licensors, unless expressly agreed otherwise in writing.
The Client receives only a non-exclusive, non-transferable and non-sublicensable right to use the Materials internally within its own organisation for the purpose of the Agreement.
The Client may not publish, copy, sell, rent, distribute, reproduce, modify, train third-party systems on, commercialise or share Materials of AI saleslabs with third parties without prior written consent.
AI saleslabs retains the right to use general knowledge, experience, methods, concepts, ideas, frameworks, templates, prompts, know-how and generic components developed or used during the assignment for other clients and projects.
If specific custom work is developed for the Client, arrangements regarding ownership, use rights, exclusivity and transfer shall only apply if expressly agreed in writing.
Any transfer of intellectual property rights shall only take place if expressly agreed in writing and after the Client has paid all amounts due in full.

15. Use of Client Name, Logo and Cases

AI saleslabs may use the Client’s name and logo as a reference on its website, in proposals, presentations and commercial communications, unless the Client objects in writing.
Publication of detailed client cases, results, quotes or confidential information shall only take place with the Client’s prior consent.

16. Confidentiality

Both parties shall keep confidential all information received from the other party in connection with the Agreement that is marked as confidential or should reasonably be understood to be confidential.
Confidential information includes, but is not limited to, business information, customer data, strategies, pricing, commercial plans, technical documentation, software-related information, source code, processes, methods, personal data and other sensitive information.
The confidentiality obligation does not apply to information that is publicly available, lawfully obtained from a third party, already known prior to receipt, or required to be disclosed by law or competent authority.
This confidentiality obligation shall continue for five years after termination of the Agreement, unless the nature of the information requires a longer period.

17. Fees, Payment and Invoicing

All prices are exclusive of VAT and other government charges, unless stated otherwise.
AI saleslabs may charge travel expenses, accommodation expenses, licence fees, hosting costs, third-party costs and other project-specific costs separately, unless otherwise agreed in writing.
Invoices must be paid within fourteen days of the invoice date, unless otherwise agreed in writing.
If the Client fails to pay on time, the Client shall be in default by operation of law and AI saleslabs shall be entitled to charge statutory commercial interest and extrajudicial collection costs.
AI saleslabs may suspend its work for as long as invoices remain unpaid.
Objections to invoices must be submitted in writing within seven days of the invoice date. An objection does not suspend the payment obligation.
For long-term assignments, AI saleslabs may invoice periodically, for example monthly, per phase, per milestone or in accordance with the payment schedule included in the proposal.

18. Additional Work

Work outside the agreed scope shall be considered additional work.
Additional work may include additional requests, changed specifications, extra sessions, extra meetings, adjustments to software-related deliverables, changed planning, additional testing, additional documentation, new integrations, additional data work or delays caused by the Client.
AI saleslabs shall, where reasonably possible, inform the Client in advance of additional work. However, AI saleslabs may charge reasonable additional costs if the work is necessary for the performance of the assignment or has been requested by the Client.

19. Term, Termination and Suspension

The Agreement is entered into for the period stated in the proposal or agreement.
Early termination is only possible if agreed in writing or if there is a material breach that is not remedied within a reasonable period after written notice of default.
AI saleslabs may suspend or terminate the Agreement with immediate effect if the Client fails to meet its payment obligations, applies for bankruptcy, requests suspension of payments, is dissolved, ceases operations or can no longer reasonably be expected to meet its obligations.
Upon termination, all work already performed, costs incurred and obligations entered into shall remain payable.
Provisions that by their nature are intended to survive termination shall remain in force, including provisions relating to payment, intellectual property, confidentiality, liability, indemnification, privacy and governing law.

20. Liability

The liability of AI saleslabs is limited to direct damages that are the direct result of an attributable failure by AI saleslabs.
AI saleslabs shall not be liable for indirect damages, consequential damages, loss of profit, loss of revenue, missed savings, loss of goodwill, reputational damage, loss of clients, data loss, business interruption, delays, missed commercial opportunities or damage resulting from decisions based on advice, AI Output, software-related deliverables or digital solutions.
The total liability of AI saleslabs per event, with related events being considered one event, shall be limited to the amount actually paid out under the applicable liability insurance of AI saleslabs, increased by the deductible.
If, for any reason, no insurance payment is made, the total liability of AI saleslabs shall be limited to the amount actually paid by the Client to AI saleslabs for the relevant assignment in the three months preceding the event causing the damage, with an absolute maximum of EUR 25,000.
For assignments with a total value below EUR 10,000, the liability of AI saleslabs shall be limited to the amount actually paid by the Client for the relevant assignment.
Any claim for damages shall lapse if the Client does not report the damage in writing within thirty days after the Client became aware or could reasonably have become aware of the damage.
Any claim for damages shall in any event lapse twelve months after the event from which the damage arises.
The limitations of liability shall not apply to the extent that the damage is caused by intent or deliberate recklessness of the management of AI saleslabs.
AI saleslabs shall not be liable for acts or omissions of subcontractors, external software suppliers, AI platforms, hosting providers, API providers, data suppliers or other third parties, except where mandatory law provides otherwise and always subject to the liability limitations in these Terms and Conditions.
AI saleslabs shall not be liable for damage caused by incorrect, incomplete or unlawful data, information, instructions or input provided by the Client.

21. Indemnification

The Client indemnifies AI saleslabs against all third-party claims arising from or relating to:
a. data, content, documents, instructions or materials provided by the Client;
b. unlawful or improper use of the Services, AI Output or digital solutions;
c. breach of privacy legislation by the Client;
d. infringement of third-party intellectual property rights by the Client;
e. use of the Services or deliverables outside the agreed scope;
f. decisions made by the Client on the basis of advice, AI Output, software-related deliverables or digital solutions.
The Client shall compensate AI saleslabs for all damages, costs, fines, claims, legal costs and reasonable attorney fees arising from such claims.

22. Force Majeure

AI saleslabs shall not be required to fulfil any obligation if prevented from doing so by force majeure.
Force majeure includes, but is not limited to, illness, power outages, internet outages, outages at hosting providers, outages at software suppliers, outages in AI platforms, cyberattacks, data breaches outside the reasonable control of AI saleslabs, government measures, pandemics, war, strikes, fire, natural disasters, delays by suppliers or subcontractors and other circumstances beyond the reasonable control of AI saleslabs.
If a force majeure situation continues for more than sixty days, either party may terminate the Agreement in writing without any obligation to compensate damages.

23. External Platforms and Tools

The performance of the Services may involve the use of external platforms and tools, including CRM systems, LinkedIn, Microsoft, Google, OpenAI, Anthropic, HubSpot, Salesforce, hosting providers, data providers, API providers and other software suppliers.
The use of such external platforms is subject to the terms, privacy policies, availability arrangements and pricing models of those third parties.
AI saleslabs is not responsible for changes in functionality, availability, terms, prices, API limits, data access or policies of external platforms.
If changes by third parties affect the assignment, the parties shall consult on changes to scope, planning or costs.

24. Non-Solicitation

During the term of the Agreement and for twelve months thereafter, the Client shall not directly or indirectly approach, hire, contract or engage employees, freelancers, subcontractors or regular partners of AI saleslabs for similar services outside AI saleslabs, unless AI saleslabs has given prior written consent.
In the event of breach of this clause, the Client shall owe an immediately payable penalty of EUR 25,000 per breach, plus EUR 1,000 for each day the breach continues, without prejudice to AI saleslabs’ right to claim full damages.

25. Amendments to these Terms and Conditions

AI saleslabs may amend these Terms and Conditions from time to time.
For ongoing agreements, the Terms and Conditions applicable at the time the Agreement was entered into shall remain applicable, unless the parties agree otherwise in writing.
Amended Terms and Conditions shall apply to new proposals, agreements and follow-up assignments from the moment they are provided to the Client or published.

26. Governing Law and Disputes

These Terms and Conditions and all agreements between AI saleslabs and the Client are governed exclusively by Dutch law.
The parties shall attempt to resolve disputes amicably whenever possible.
If the parties are unable to resolve a dispute amicably, the dispute shall be submitted exclusively to the competent court in the district where AI saleslabs is established, unless mandatory law provides otherwise.

27. Contact Details

AI saleslabs
Jansweg 38B
2011 KN Haarlem
The Netherlands

Email: [email protected]
Phone: +31 6 47856669
Chamber of Commerce:96132132

VAT number: NL867482084B01