Terms of Service

Effective Date: January 1, 2024

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of Noēsiss AI Consulting services and website. By accessing our website or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these terms, you may not access our services.

2. Services Description

Noēsiss AI Consulting provides:

• AI education and strategic consulting
• EU AI Act and GDPR compliance consulting
• AI implementation and automation services
• Custom AI solution development
• Training and workshops

3. Client Responsibilities

As our client, you agree to:

• Provide accurate and complete information necessary for our services
• Cooperate with reasonable requests for information and access
• Make timely payments as agreed
• Maintain confidentiality of any proprietary methods or information we share
• Ensure you have the authority to engage our services on behalf of your organization

4. Consulting Engagement

4.1 Scope of Work

Specific services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) or consulting agreement for each engagement.

4.2 Project Changes

Changes to project scope must be agreed upon in writing and may result in adjusted fees and timelines.

4.3 Client Materials

You retain ownership of all materials you provide to us. You grant us a license to use these materials solely for the purpose of providing our services.

5. Fees and Payment

• Fees are specified in the SOW or consulting agreement
• Invoices are typically issued monthly or upon milestone completion
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month
• All fees are exclusive of taxes unless stated otherwise

6. Intellectual Property

6.1 Client Ownership

All deliverables created specifically for you become your property upon full payment, unless otherwise agreed.

6.2 Our Methods

We retain ownership of our pre-existing intellectual property, methodologies, frameworks, and general know-how.

6.3 Feedback

Any feedback or suggestions you provide may be used by us without restriction or compensation.

7. Confidentiality

Both parties agree to:

• Maintain the confidentiality of each other's proprietary information
• Use confidential information solely for the purposes of the engagement
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon request

This obligation survives termination of our engagement for 5 years.

8. Data Protection

We process personal data in accordance with GDPR and our Privacy Policy. When we process personal data on your behalf, we act as a data processor and will enter into appropriate data processing agreements as required.

9. Warranties and Disclaimers

We provide professional consulting services to the best of our ability but:

• Do not guarantee specific ROI or business outcomes
• Do not warrant that AI solutions will be error-free or uninterrupted
• Are not responsible for decisions you make based on our advice
• Cannot guarantee regulatory compliance as regulations may change

10. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability is limited to the fees paid for the specific services that gave rise to the claim
• We are not liable for indirect, incidental, special, or consequential damages
• We are not liable for lost profits, revenue, or business opportunities
• These limitations apply regardless of the legal theory of the claim

11. Indemnification

You agree to indemnify and hold us harmless from any claims, losses, or damages arising from:

• Your breach of these Terms
• Your use or misuse of our services
• Your violation of any laws or third-party rights
• Content or data you provide to us

12. Termination

12.1 Termination for Convenience

Either party may terminate an engagement with 30 days written notice.

12.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches the agreement and fails to cure within 10 days of notice.

12.3 Effect of Termination

Upon termination:

• You pay for all services rendered to date
• We deliver all completed work
• Both parties return confidential information
• Provisions that by nature should survive, will survive

13. EU AI Act Compliance Advisory

While we provide EU AI Act compliance consulting:

• We are not a law firm and do not provide legal advice
• Regulatory interpretations may vary and change
• Ultimate compliance responsibility remains with your organization
• We recommend consulting with legal counsel for specific legal questions

14. Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargos, or governmental acts.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of Croatia and the European Union. Any disputes shall be resolved through good faith negotiation, and if necessary, through the courts of Zagreb, Croatia.

16. Entire Agreement

These Terms, together with any SOW or consulting agreement, constitute the entire agreement between the parties and supersede all prior understandings.

17. Amendments

We may update these Terms from time to time. For existing engagements, changes will apply only to new SOWs unless you explicitly agree to apply them to ongoing work.

18. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

19. Contact Information