General Terms and Conditions Axiom Cognition

1.1. Applicability: These Terms apply to all legal relationships between Axiom Cognition and the Client, unless expressly agreed otherwise in writing.

1.2. Governing Law: All agreements and these Terms are exclusively governed by the laws of The Netherlands.

1.3. Jurisdiction: Any disputes arising out of or in connection with these Terms or the Agreement shall be exclusively submitted to the competent court of the District Court Midden-Nederland (Central Netherlands), location Utrecht.

1.4. Definitions:

• Agreement: The written arrangement between Axiom Cognition and the Client, including these Terms and any Annexes, SOWs (Statement of Work), or Data License Agreements.
• Services: The services provided by Axiom Cognition, divided into Subscription Services (packages such as 'The Time Saver' and 'The Sovereign System'), Custom Services (Custom N8N Workflows), and Data Licensing (sale of AI Training Data).
• Subscription Fee: The monthly fee payable for the Subscription Services.
• Intellectual Property Rights (IPR): All intellectual property rights, including but not limited to copyrights, database rights, trademark rights, and patent rights.
• Third-Party Services: Services and software from third parties (such as GoHighLevel, n8n, OpenAI) used or integrated by Axiom Cognition to provide the Services.

2.1. Best-Efforts Obligation (Inspanningsverbintenis): Axiom Cognition shall execute the Services to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. The nature of the Services is a best-efforts obligation (not a result-oriented obligation), unless a result has been expressly guaranteed in writing.

2.2. Client Cooperation: The Client shall at all times provide Axiom Cognition with all necessary cooperation, information, and access to systems required for the execution of the Agreement in a timely manner.

2.3. Third Parties: Axiom Cognition is entitled to use Third-Party Services and/or engage third parties for the execution of the Agreement.

3.1. Nature of Service: The Subscription Services are provided on a Software as a Service (SaaS) basis, whereby the Client obtains a non-exclusive, non-transferable right to use the functionalities.

3.2. Uptime: Axiom Cognition strives for an availability (uptime) of the Subscription Services of 99.5% per month, measured across the core functionalities.

3.3. Uptime Exclusions: The uptime guarantee does not apply to: (a) scheduled maintenance, (b) force majeure (see Article 11), (c) disruptions in the Client's infrastructure, and (d) disruptions caused by Third-Party Services (such as GoHighLevel or API failures).

3.4. Modifications: Axiom Cognition reserves the right to modify, improve, or discontinue elements of the Subscription Services after providing reasonable notice to the Client.

4.1. Content Responsibility: The Client is fully and solely responsible for all content (texts, images, customer data) that the Client enters into or has generated by the automated systems.

4.2. Unlawful Use: The Client guarantees that the content and the use of the Services do not violate the law, public order, morality, or the rights of third parties.

4.3. Indemnification: The Client indemnifies Axiom Cognition against all claims from third parties arising from the Client's use of the Services, including but not limited to claims regarding infringement of IPR or unlawful content.

5.1. Commencement: Custom Services (such as Bespoke N8N Workflows) shall only commence after the signing of a separate written document, a Statement of Work (SOW), which details the specific scope, deliverables, planning, and acceptance criteria.

5.2. Fixed Price or T&M: Custom Services shall be invoiced based on either a Fixed Project Price (with milestones) or on a Time and Materials (T&M) basis against an agreed Hourly Rate, as specified in the SOW.

5.3. Change Requests: Requests by the Client to deviate from the scope defined in the SOW shall be treated as Change Requests. These require written approval and may lead to adjustments in the price, planning, and/or delivery time.

6.1. Acceptance Period: Following the delivery of the Custom Services, the Client has an Acceptance Period (e.g., 14 days) to test the Services and check for conformity with the SOW.

6.2. Warranty: The warranty on Custom Services is limited to remedying defects reported within the Acceptance Period that impede the functionality in violation of the SOW specifications. The warranty expires if the Client makes changes to the delivered workflows themselves.

7.1. Axiom Cognition IPR: Axiom Cognition retains all IPR to the underlying software, tools, methodologies, generic scripts, and the N8N flow logic used or developed for the Subscription and Custom Services.

7.2. Client Ownership: The Client retains all IPR to the data, content, and specific configuration of the systems supplied by the Client that are unique to the Client's business operations.

8.1. IPR Retention: Axiom Cognition explicitly retains all IPR and ownership of its proprietary library, notes, and the derived source material used to create AI Training Data.

8.2. License Grant: Upon purchase of Training Data, the Client is granted a non-exclusive, worldwide, non-transferable, and revocable license to use the data solely for the purpose of training, testing, and operating the Client's own internal AI models.

8.3. Restrictions on Use: The Client is strictly prohibited from: (a) selling, licensing, sublicensing, or distributing the raw Training Data; (b) using the Training Data to develop competitive products; or (c) attempting to reverse-engineer the source library or notes.

8.4. Data Warranty Disclaimer: The Training Data is provided 'as-is'. Axiom Cognition provides no warranty or guarantee regarding the accuracy, completeness, fitness for a particular purpose, or performance of the Training Data in any AI model.

9.1. Prices: All prices are in Euro (€) and exclude Value Added Tax (VAT) and other levies, unless stated otherwise.

9.2. Payment Term: The Client must pay invoices within fourteen (14) days of the invoice date.

9.3. Late Payment: If the Client fails to pay on time, the Client is legally in default without further notice of default being required. Axiom Cognition is then entitled to charge statutory interest (wettelijke rente) and reasonable extrajudicial collection costs (buitengerechtelijke incassokosten), in accordance with Dutch law (specifically, the standards set in the Besluit vergoeding voor buitengerechtelijke incassokosten).

9.4. Suspension: Axiom Cognition reserves the right to immediately suspend access to both Subscription and Custom Services if payment is overdue by more than thirty (30) days following a written reminder.

9.5. Price Adjustment: Axiom Cognition is entitled to adjust the Subscription Fee annually, for example, based on the CBS consumer price index, with a notice period of at least sixty (60) days.

10.1. Limitation: Axiom Cognition's total liability for any attributable failure (toerekenbare tekortkoming) or wrongful act (onrechtmatige daad) is limited to compensation for direct damage up to a maximum of the Subscription Fees paid by the Client in the twelve (12) months preceding the damaging event, with a maximum of €10,000,-, whichever amount is lower.

10.2. Exclusion of Indirect Damage: Axiom Cognition is never liable for indirect damages (indirecte schade), including but not limited to consequential loss, loss of profit, loss of anticipated savings, reduced goodwill, damage due to business interruption, or damage resulting from loss of data.

10.3. Exclusion of Third Parties: Axiom Cognition is not liable for damage caused by the failure or unavailability of Third-Party Services (such as GoHighLevel, n8n, or APIs).

11.1. Definition: Force Majeure means any circumstance independent of the will of Axiom Cognition that permanently or temporarily prevents the performance of the Agreement, including, but not limited to, government measures, power failures, internet disruptions, failures in Third-Party Services, and natural disasters.

11.2. Consequences: In the event of Force Majeure, the obligations of Axiom Cognition shall be suspended. If the Force Majeure period lasts longer than ninety (90) days, both parties are entitled to dissolve the Agreement in writing without liability for damages.

12.1. Duration of Subscription Services: The Agreement for Subscription Services is entered into for an initial period of one (1) month and is then tacitly renewed for successive periods of one month, unless otherwise agreed.

12.2. Cancellation: The Agreement can be terminated by either party in writing with due observance of a notice period of thirty (30) days before the end of the current contract period.

12.3. Dissolution (Ontbinding): Axiom Cognition is entitled to dissolve the Agreement with immediate effect (ontbinding) if the Client: (a) is declared bankrupt or applies for a suspension of payments, or (b) after written notice of default, is in attributable breach of a material obligation under the Agreement.

13.1. Roles: The Client is designated as the Controller and Axiom Cognition as the Processor (or Sub-Processor) within the meaning of the General Data Protection Regulation (GDPR).

13.2. Purpose: Axiom Cognition processes personal data solely for the purpose of executing the Services and in accordance with the written instructions of the Client.

13.3. Data Processing Agreement (DPA): For the processing of personal data on behalf of the Client, a separate, mandatory Data Processing Agreement (DPA) will be concluded, which will specify the technical and organizational measures (TOMS) and sub-processor agreements.

13.4. Confidentiality: Both parties undertake to maintain the confidentiality of all non-public information they receive from each other in the context of the Agreement.

14.1. The Client indemnifies Axiom Cognition against all claims from third parties, including the costs of legal assistance, arising from or related to a breach by the Client of these Terms or the Agreement.

15.1. Axiom Cognition reserves the right to amend these Terms. Amendments shall take effect thirty (30) days after written notification to the Client. If the Client does not wish to accept the amendments, the Client has the right to terminate the Agreement as of the date on which the new Terms take effect.

16.1. If a provision of these Terms is void or annulled, the remaining provisions shall remain in full force and effect. The parties shall replace the void or annulled provision with a valid provision that approximates the intent of the original provision as closely as possible.