Terms & Conditions
These terms apply to consulting services provided under the Escalis.ai™ brand. They are incorporated by reference into every quotation, which together with these terms forms the agreement.
Frank Willem C. Segers · Independent Consultant, Republic of Panama · trading as Escalis.ai
These Terms and Conditions (“Terms”) govern the provision of consulting services by Frank Willem C. Segers, an independent consultant resident in the Republic of Panama, operating under the brand “Escalis.ai” (the “Consultant”) to the client named in the accompanying quotation (the “Client”). Together with the accepted quotation or statement of work (the “Quote”), they form the agreement between the parties. By accepting the Quote, the Client accepts these Terms.
Services
The Consultant will provide the AI advisory and implementation services described in the Quote. Anything not expressly set out in the Quote is outside the scope of the agreement. The Consultant will perform the services with reasonable skill and care.
Fees and payment
Fees are as stated in the Quote, in USD. Unless the Quote states otherwise, [50%] is payable on acceptance and the balance on completion, and invoices are due within [14] days. Overdue amounts may accrue interest at [__% per month]. Pre-approved, reasonable out-of-pocket expenses are reimbursable. Work may be paused if undisputed invoices remain unpaid.
Taxes
All fees are stated in USD and are exclusive of any taxes. The Client is responsible for any taxes, duties or withholdings that may be imposed in the Client’s own jurisdiction. Because the Consultant resides and operates outside the European Union, services are generally out of scope for EU VAT; an EU business client applies the reverse-charge mechanism where required in its own country. The Consultant is responsible for the Consultant’s own taxes in Panama.
Changes to scope
Either party may request changes. Changes take effect only when agreed in writing and may affect fees and timelines. The Consultant is not obliged to perform work beyond the agreed scope without such written agreement.
Client responsibilities
The Client will provide timely access to the information, systems, accounts, and decision-makers reasonably needed for the services, and will cooperate in good faith. The Consultant is not liable for delays or shortfalls caused by the Client’s failure to do so.
Timelines
Any dates or durations are good-faith estimates and depend on the Client’s cooperation and on third-party services. Time is not of the essence unless expressly agreed in writing.
Third-party tools and subscriptions
The services may make use of third-party AI tools, platforms and subscriptions (for example, but not limited to, Claude by Anthropic and similar services). These are provided by third parties under their own terms and pricing, which the Client is responsible for accepting and paying, whether directly or by reimbursement. The Consultant is not responsible for the availability, performance, pricing, changes to, or discontinuation of any third-party service, and is an independent consultant, not an agent, reseller or partner of any such provider unless expressly stated in writing.
Nature of AI outputs
Artificial-intelligence tools are probabilistic and can produce output that is incomplete, inaccurate or unsuitable, and require human review. The Client remains responsible for reviewing, testing and validating all outputs and for all business decisions taken in reliance on the services before deploying them. The Consultant gives no guarantee of any specific outcome, including any particular cost saving, revenue increase, efficiency gain or result. All recommendations are advisory.
Intellectual property
Methods, know-how, templates and materials the Consultant brings to or develops generally in the course of business remain the Consultant’s property. On full payment, the Client receives ownership of, or a perpetual license to use, the specific deliverables created for the Client under the Quote. The Consultant may retain and reuse general skills, techniques and know-how. The Consultant may describe the engagement in general terms as a case study or reference only with the Client’s prior written consent.
Confidentiality
Each party will keep the other’s non-public information confidential and use it only to perform or receive the services, except where disclosure is required by law. This obligation survives termination.
Data protection
The Consultant will treat the Client’s data as confidential, apply reasonable technical and organizational security measures, and comply with applicable data-protection law, including the EU GDPR where the Client is established in the EU. The Consultant will be transparent about which third-party tools any data is processed through.
Warranties and disclaimers
The Consultant warrants that the services will be performed with reasonable skill and care. Except as expressly stated, all services and any third-party or AI-generated outputs are provided “as is”, and all other warranties, conditions or representations, whether express or implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose, are excluded to the fullest extent permitted by law.
Exclusion of certain damages
To the fullest extent permitted by law, the Consultant will not be liable, whether in contract, tort (including negligence), or otherwise, for any indirect, incidental, special, consequential, punitive or exemplary loss or damage, nor for any loss of profit, revenue, business, production, anticipated savings, goodwill, opportunity, or loss or corruption of data, in each case whether or not foreseeable and even if the Consultant was advised of the possibility of such loss.
Limitation of liability
To the fullest extent permitted by law, the Consultant’s total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees actually invoiced and paid by the Client for the services during the six (6) months immediately preceding the event giving rise to the claim. This cap applies to all claims in aggregate, not per claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded under the laws of the Republic of Panama, including for fraud or for willful misconduct.
Force majeure
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strike or labor dispute, act of government or regulatory authority, and failure or outage of power, internet, telecommunications, hosting, or any third-party platform or AI service. The affected party will notify the other, take reasonable steps to mitigate, and resume performance as soon as reasonably practicable. If such an event continues for more than [30] days, either party may terminate the affected work on written notice.
Term and termination
Either party may terminate the engagement on [14] days’ written notice, or immediately if the other party commits a material breach that is not remedied within [14] days of notice. On termination, the Client will pay for all services performed and expenses incurred up to the termination date. Clauses intended to survive (including confidentiality, intellectual property, exclusion of certain damages, and limitation of liability) continue after termination.
Independent contractor
The Consultant provides the services as an independent contractor. Nothing in the agreement creates an employment, partnership, joint-venture or agency relationship between the parties under Panamanian or any foreign law. The Consultant is responsible for the manner and means of performing the services and for the Consultant’s own taxes and contributions.
Non-solicitation
During the engagement and for [6] months afterwards, neither party will knowingly solicit for employment any individual of the other who was directly involved in the services, except through general public advertising.
Dispute resolution
The parties will first attempt in good faith to resolve any dispute through written negotiation, for a period of [30] days. Any dispute not resolved will be subject to the exclusive jurisdiction of the competent courts of Panama City, Republic of Panama, and the parties waive any objection to that venue. The parties may alternatively agree in writing to resolve the dispute by final and binding arbitration seated in Panama City, Republic of Panama, conducted in English by a single arbitrator, for example under the rules of the Conciliation and Arbitration Center of Panama (CeCAP).
Governing law
The agreement, and any dispute or claim arising out of or in connection with it, is governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-laws rules.
Entire agreement
The Quote together with these Terms is the entire agreement between the parties and supersedes prior discussions. If there is any conflict, the Quote prevails for commercial terms and these Terms prevail for legal terms. Variations must be in writing. If any provision is held invalid, the remainder continues in force. Formal notices are given by email to the addresses stated in the Quote; no postal or residential address is required.
These are the standard terms and may be adapted for a specific engagement. Bracketed items are completed in your quote. If anything here is unclear, just ask before you sign.