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 Segers · Independent Consultant, Republic of Panama · trading as Escalis.ai
These Terms and Conditions (“Terms”) govern the provision of consulting services by Frank 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 offers the five services below. Each client’s engagement covers only the service or services named in its Quote or booking confirmation; the terms specific to the other services do not apply to it. Where a special service (items 4 and 5) is booked online rather than through a Quote, the booking confirmation and the published service page take the place of 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.
- 1. Offer A: AI Chief of Staff & Agents. AI advisory and implementation as described in the Quote, following the published Escalis.ai pricing (escalis.ai/pricing). It may include: (i) Phase 1 Fast Track (1 to 2 days): Day 1 only at $800 (€700) for 1.5 hours, or Day 1 plus Day 2 at $1,200 (€1,050) total ($800 + $400), teaching the platform for commercial and ops work plus basic wiring (not a full bot-team train); (ii) Phase 1 Full extension (optional after Fast Track, typically 2 to 4 weeks) at $2,000-$3,500 (€1,750-€3,050): deep bot-team install (Chief of Staff plus specialists), voice, approvals, and morning brief; (iii) Phase 2 Extra seat at $1,500-$3,000 (€1,300-€2,650) per person; (iv) Phase 3 Enterprise readiness from $1,350 (€1,200) per day; and (v) optional monthly retainer at $1,000-$2,500 (€900-€2,200) per month or a day rate from $1,350 (€1,200) per day for bespoke work. Offer A prices shown are for Grok Bot consultancy; Claude or ChatGPT consultancy pricing is on request. Grok Bot platform subscriptions (~$30-$100/mo) remain the Client’s and are paid to the platform, separate from Escalis.ai.
- 2. Offer B: AI-driven Go-to-Market. Charged at a day rate from $1,350 (€1,200) per day, or as a retainer of 1 to 3 days per week priced in the Quote. Clause 11 (paragraph “Offers B and C: lead data and sending”) applies.
- 3. Offer C: AI-driven Marketing. Priced per module, one-off or monthly, as set out in the Quote. Clause 11 (paragraph “Offers B and C: lead data and sending”) applies.
- 4. Creators and public figures: your own professional home online. Published at escalis.ai/special-creators.html. A one-off setup fee of $2,500 (€2,200), payable 100% before the work starts, covering the website, branding, social accounts, bots and first posts as described in the Quote; followed by a monthly retainer at one of three volume levels: Low at $350 (€300), Medium at $750 (€650) or High at $1,500 (€1,300) per month. The scope of each level (such as the number of posts, episodes or articles per month) is set by volume as stated on the service page or in the Quote; unused volume does not carry over, and work beyond the chosen level is either moved to a higher level or quoted separately. The retainer is billed monthly in advance. Either party may cancel the retainer on 30 days’ written notice, effective at the end of the paid period in which the notice expires; fees already paid are not refunded. The Client owns, and remains the registered holder of, its domain names, social media and platform accounts, and all its content. The Client grants the Consultant access to those accounts solely to perform the services; that access is revocable by the Client at any time and will be returned or removed on termination.
- 5. Move abroad strategy calls (Panama, Bulgaria and other jurisdictions). Published at escalis.ai/special-move-abroad.html. A single 90-minute call at $350 (€300), payable in full in advance at booking, in which the Consultant shares general information from personal experience on residency, tax, banking and daily life. The fee covers only the call and any short intake or written summary that goes with it. It is a standalone fee: it is non-refundable once the call has been held and is not credited, deducted or offset against any other service, whether provided by the Consultant or by any third party. The Client may reschedule once at no charge with at least 24 hours’ notice; a call missed or cancelled with less than 24 hours’ notice is treated as held. Clause 12 (paragraph “Move abroad calls: disclaimer”) applies to this service in full.
Fees and payment
Fees are as stated in the Quote, in USD or EUR as quoted. European customers are quoted in euros. North American customers are quoted in dollars. Unless the Quote states otherwise: (a) Discovery calls are free; (b) Fast Track (Day 1 only or Day 1 plus Day 2) and other small fixed packages are payable 100% on acceptance of the Quote, before the first working session; Offer C modules of $2,000 (EUR equivalent per the Quote) or more: 50% upfront and 50% on delivery; (c) Phase 1 Full extension and Extra seat (Phase 2) engagements are payable 50% on acceptance (deposit) and 50% before go-live or final handover; (d) larger Phase 3 or follow-on work is payable 50% before start and 50% before go-live; (e) day-rate and Enterprise readiness bookings are payable in full before the first day, or as invoiced in the Quote; and (f) monthly retainers are payable monthly in advance. After acceptance, the Consultant issues a named payment request (for example via Payoneer) for each amount due. The Client may pay by credit or debit card, by local bank transfer where offered (such as US ACH or EU SEPA), or by wire to the bank details on the invoice. Payment requests that start the work are due on issue, unless the Quote states a later date; other invoices are due within 14 days. Overdue amounts may accrue interest at 1.5% per month. Pre-approved, reasonable out-of-pocket expenses are reimbursable. Work may be paused if undisputed amounts remain unpaid. If a specific Quote states milder or different prepayment terms, that Quote controls for that engagement.
Taxes
All fees are stated in USD or EUR as quoted and are exclusive of any taxes. European customers are quoted in euros. North American customers are quoted in dollars. 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. For typical US business clients, these cross-border consulting fees are invoiced without US sales tax unless applicable law requires otherwise. 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, Grok Bot, Claude by Anthropic, LinkedIn Sales Navigator, enrichment and outreach platforms, 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
Each party keeps the intellectual property it already owns. The Client owns the configs, prompts, bots, and data on the Client’s Grok Bot account, and the Client’s own materials. The Consultant keeps the Escalis.ai brand, website, playbooks, decks, and general methods and know-how, and may reuse those general methods with other clients, without using the Client’s confidential information. Nothing in this agreement assigns or transfers the Consultant’s brand or platform materials unless a document is expressly listed in the Quote as a deliverable. Offer C deliverables (such as websites, marketing collateral and campaign content) belong to the Client once paid in full. This excludes third-party tools, licenses and stock assets, and the Consultant’s general know-how, methods and templates. There is no separate intellectual-property license fee for Fast Track or other setup work under the Quote.
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. Forms and data stay in the Client’s accounts. Website and sign-up forms the Consultant builds send submissions to the Client’s own email, CRM or form tool, never to Escalis.ai accounts.
Offers B and C: lead data and sending. This paragraph applies only to Offer B (AI-driven Go-to-Market) and Offer C (AI-driven Marketing), not to Offer A. The Client runs all lead generation, contact enrichment and sending from its own accounts, such as its own LinkedIn Sales Navigator, enrichment platform, outreach platform, CRM and social media. The Consultant designs the approach, prepares messages and campaign content, and coaches the Client’s team, but does not collect, hold or send to the Client’s leads or customers. The Client approves and sends every message and campaign. The Client is responsible for having a lawful basis to contact the recipients and for handling opt-outs and unsubscribes.
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.
Move abroad calls: disclaimer. The move abroad strategy call and any intake, questionnaire, summary, notes or follow-up message (together, the “Information”) are general, experience-based information only. They are not legal, tax, immigration, investment or financial advice, and are not tailored professional advice on the Client’s individual situation. The Consultant is not a lawyer, tax advisor, immigration agent or licensed financial advisor in any jurisdiction, and no lawyer-client, advisor-client or fiduciary relationship is created. Laws, tax rates, residency requirements and administrative practice change frequently and may differ from what is described. Before acting, the Client must verify all Information with qualified, licensed professionals in each relevant jurisdiction. The Client makes all decisions, including on residency, relocation, tax and corporate structures, banking and investments, at its own risk. To the fullest extent permitted by law, the Consultant accepts no liability for any decision taken or not taken, for any tax assessment, penalty or outcome, or for the grant, refusal, loss or conditions of any residency, visa or permit. Any introduction to a third-party lawyer, tax advisor or other professional is made as a courtesy only. That third party is independent of the Consultant and solely responsible for its own advice, services, fees and terms; the Consultant is not a party to, and gives no warranty about, any engagement between the Client and that third party, and is not liable for its acts or omissions.
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. For the special services in clause 1 (items 4 and 5), the Consultant’s total aggregate liability is further limited to the fees actually paid by the Client for the specific special service giving rise to the claim (for a move abroad strategy call, the fee paid for that call). 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.
Assignment
The Consultant may assign, novate, transfer or subcontract any of its rights and obligations under the agreement, in whole or in part, to any successor, affiliate or third party, including a company the Consultant later forms or acquires to carry on the Escalis.ai business (such as a limited liability company), and including in connection with a sale or transfer of that business, without needing the Client’s consent. The Consultant will notify the Client of any such assignment. The Client may not assign or transfer its rights or obligations under the agreement without the Consultant’s prior written consent.
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.