Terms and Conditions of The Wise Sailor
 
The Wise Sailor B.V. (hereinafter: The Wise Sailor), a private limited company, is located at Jansbuitensingel 6 (6811AA) in Arnhem and is registered with the Chamber of Commerce under number: 42076422.
Email address: info@thewisesailor.com
 
Article 1 - Definitions
 

1. In these General Terms and Conditions, the following terms are used with the meanings set forth below, unless expressly stated otherwise.

2. Offer: any offer, quotation, or proposal from The Wise Sailor to the Client regarding the provision of Services.

3. Services: the work offered and/or performed by The Wise Sailor in the areas of, among others, AI consulting, AI strategy and governance, data management, UX design, training, coaching, audits, reporting, the setup and configuration of tools and applications, maintenance, management, as well as the development, support, or coordination of software and other related activities.

4. The Wise Sailor: the party to these general terms and conditions and the contractor under the Agreement with the Client.

5. Client: the natural person or legal entity acting in the course of a profession or business who commissions The Wise Sailor to perform Services.

6. Agreement: any agreement between The Wise Sailor and the Client, as well as any amendment or supplement thereto, pursuant to which The Wise Sailor performs or will perform Services for the Client.

7. Software: any application, software, tool, workflow, integration, database, design, documentation, analysis, or other digital solution developed, configured, modified, implemented, supported, or delivered by or on behalf of The Wise Sailor within the scope of the Agreement.

8. In Writing: by letter, email, digital signature, or any other means of communication that, given the state of the art and generally accepted practices, may be deemed equivalent thereto.

 
Article 2 - Applicability
 

1. These general terms and conditions apply to every Offer made by The Wise Sailor, every Agreement between The Wise Sailor and the Client, and to all Services offered or performed by The Wise Sailor.

2. Deviations from these general terms and conditions are valid only if they have been expressly agreed upon in writing by the parties.

3. The applicability of the Client’s general terms and conditions is expressly rejected.

4. These general terms and conditions also apply to additional assignments, follow-up assignments, and modified assignments from the Client.

5. If one or more provisions of these general terms and conditions are wholly or partially void or are set aside, the remaining provisions shall remain in full force and effect. In such a case, the parties shall consult with each other to agree on a replacement provision that aligns as closely as possible with the purpose and intent of the original provision.

1. Any ambiguities regarding the content or interpretation, or situations not covered by these general terms and conditions, shall be assessed in accordance with the spirit and intent of these general terms and conditions.

2. If The Wise Sailor does not always require strict compliance with these general terms and conditions, this does not mean that the provisions thereof are inapplicable or that The Wise Sailor would forfeit the right to require strict compliance in other cases.
    

Article 3 - Offers and Quotations
 

1. All offers and quotations made by The Wise Sailor are non-binding, unless otherwise stated in writing.

2. Unless otherwise stated, an Offer is valid for 30 days.

3. The Offer includes a description of the Services offered, to the extent reasonably possible, as well as the applicable rates or price agreements.

4. Obvious errors, typographical errors, mistakes, or omissions in an Offer are not binding on The Wise Sailor.

5. A composite Offer does not oblige The Wise Sailor to perform part of the Offer for a corresponding portion of the stated price.

6. Offers and quotations do not automatically apply to follow-up orders, additional work, or future agreements.

7. Deadlines, schedules, and estimates included in an Offer are, in principle, indicative.

 
Article 4 - Formation of the Agreement
 

1. The Agreement is formed at the moment the Client accepts an Offer from The Wise Sailor in writing, or when The Wise Sailor actually commences performance of the assignment at the Client’s request or with the Client’s consent.

2. The Wise Sailor is not obligated to accept an assignment and is entitled to refuse an assignment without stating reasons.

3. If the Client requests, verbally, by email, or otherwise, that work commence before a full written agreement is in place, the work and the associated costs shall be at the Client’s expense and risk, provided that The Wise Sailor could reasonably assume that an assignment had been granted.

4. Amendments to and additions to the Agreement are binding only if they have been agreed upon in writing, or if The Wise Sailor has commenced performance thereof.

5. If the Agreement is entered into by multiple clients, each of them is jointly and severally liable for the fulfillment of all obligations under the Agreement.
    

Article 5 - Term, Notice of Termination, and Termination of the Agreement
 

1. The Agreement is entered into for a fixed term, unless the nature, content, or purpose of the Agreement indicates that it has been entered into for an indefinite term.

2. A fixed-term Agreement may not be terminated prematurely, unless the parties have agreed otherwise or mandatory law provides otherwise.

3. If a fixed-term Agreement ends prematurely at the Client’s request or due to circumstances attributable to the Client, the Client shall, in principle, owe the full agreed amount, without prejudice to The Wise Sailor’s authority to determine otherwise as a gesture of goodwill.

1. If, in a case as referred to in paragraph 3, The Wise Sailor decides to issue a refund or grant a reduction, it shall in any event take into account the work already performed, the reserved capacity, the term of the Agreement, and the average number of hours worked.

2. An Agreement for an indefinite term may be terminated in writing by either party, subject to a one-month notice period if the Agreement has lasted less than six months, and subject to a three-month notice period if the Agreement has lasted six months or longer.

3. Both The Wise Sailor and the Client are entitled to terminate the Agreement in whole or in part if the other party fails to fulfill its obligations through its own fault, provided that the defaulting party has been given prior written notice of default and a reasonable period of time to remedy the breach.

4. The Wise Sailor is entitled to suspend or terminate the Agreement, in whole or in part, with immediate effect if the Client is in bankruptcy, files for a stay of payments, ceases its business operations, or if it is otherwise plausible that the Client will no longer be able to fulfill its obligations.
    

Article 6 - Performance of Services
 

1. The Wise Sailor will use its best efforts to perform the agreed-upon Services with due care, expertise, and to the best of its knowledge and ability, in accordance with the standards of good professional practice.

2. All Services are performed on a best-efforts basis and not on a results-based basis, unless the parties have expressly agreed in writing to a specific result.

3. The content and scope of the Services are determined exclusively by the Agreement, the written agreements between the parties, and the scope of work confirmed in writing by The Wise Sailor.

4. The Wise Sailor is entitled to determine the manner in which the Services are performed at its own discretion, to the extent that this is consistent with the nature and content of the agreed-upon assignment.

5. If and to the extent that proper performance of the Agreement so requires, The Wise Sailor is entitled to have work performed by third parties.

6. Deadlines, schedules, and lead times specified by The Wise Sailor are indicative. Exceeding these deadlines does not entitle the Client to compensation, suspension, or termination, except in cases of willful misconduct or gross negligence on the part of The Wise Sailor.

7. The Wise Sailor is entitled to perform the Services in phases and to invoice the completed portions separately.

8. If the commencement, progress, or delivery of the Services is delayed because the Client fails to fulfill its obligations, or fails to do so in a timely or complete manner, The Wise Sailor is entitled to a reasonable extension of the performance period and to compensation for the resulting costs and damages.

 
Article 7 - Client’s Obligations and Cooperation
 

1. The Client is obligated to provide The Wise Sailor with all information, data, documents, materials, access, and other cooperation reasonably necessary for the performance of the Agreement in a timely, complete, accurate, and appropriate manner.

2. The Client guarantees the accuracy, completeness, and reliability of all information and data provided to The Wise Sailor by or on behalf of the Client, even if such information originates from third parties.

3. The Client shall ensure that employees, agents, and third parties engaged by the Client who are involved in the performance of the Agreement provide timely and adequate cooperation.

4. If the performance of the Services requires access to systems, accounts, software, data sources, digital environments, or other facilities belonging to the Client or third parties, the Client shall ensure in a timely manner that the necessary access rights, authorizations, licenses, and permissions are provided.

5. The Client is solely responsible for the selection, implementation, and use of, as well as decision-making based on, advice, analyses, reports, audits, training, coaching, or other output provided by The Wise Sailor.

6. If the Client fails to fulfill its obligations under this section, or fails to do so in a timely manner, The Wise Sailor is entitled to suspend the performance of the Agreement. In such a case, all resulting costs, delays, and damages shall be at the Client’s expense and risk.

7. The Client is and remains solely responsible for creating backups, for access security, the management and continuity of its business operations and digital environment, and for implementing appropriate internal security and control measures.

 
Article 8 - Advice, Audits, AI Output, and Snapshots
 

1. If commissioned to do so, The Wise Sailor may prepare advice, audits, analyses, reports, action plans, designs, evaluations, governance documents, risk assessments, recommendations, and other documentation for the Client.

2. All advice, audits, analyses, reports, recommendations, and other deliverables provided by The Wise Sailor are solely advisory in nature.

3. The Client shall at all times decide for itself and under its own responsibility whether, how, and to what extent it will follow, implement, or use the advice, recommendations, or deliverables provided by The Wise Sailor.

4. Audit results, analyses, reports, advice, and other findings from The Wise Sailor are based on the facts, circumstances, information, systems, settings, data, processes, and state of the art as they existed or were available at the time of performance and must be regarded as a snapshot in time.

5. The Wise Sailor makes no guarantee that any advice, audit, analysis, recommendation, or other outcome is complete, exhaustive, error-free, up-to-date, reproducible, or permanently applicable, particularly in light of technological developments, changes in third-party software, evolving regulations, modified business processes, or further insights.

6. To the extent that the Services relate to AI usage, AI governance, AI tools, AI workflows, or AI output, their operation, quality, results, and usability depend in part on external factors, including the models, datasets, prompts, settings, integrations, third-party software, human interpretation, and the state of the art.

1. Output generated by or using AI may contain inaccuracies, bias, or so-called “hallucinations” and is not necessarily complete, reproducible, or suitable for a specific purpose. The Client shall independently and expertly evaluate this output before using, sharing, publishing, implementing, or basing a decision on it.

2. The Client may not derive any guarantees or rights from advice, analyses, AI output, audits, scans, risk assessments, reports, or other results provided by The Wise Sailor with respect to future performance, legal admissibility, compliance, market acceptance, safety, suitability, or the absence of errors, bias, hallucinations, or other undesirable outcomes.
    

Article 9 - Training, Coaching, and Knowledge Transfer
 

1. If The Wise Sailor provides training, workshops, coaching, knowledge sessions, presentations, or other forms of knowledge transfer, the services are limited exclusively to sharing knowledge, insights, practical guidance, and support based on the information and professional insights available at that time.

2. The Client remains solely responsible for how participants apply the knowledge, advice, materials, methodologies, or recommendations provided within the organization or outside of it.

3. The Wise Sailor is entitled to impose reasonable conditions regarding the number of participants, the duration, the location, the preparation, the necessary facilities, and the manner of participation in training sessions or coaching programs.

4. Article 18 applies in full to training materials, presentations, teaching methods, models, formats, and other documentation provided by The Wise Sailor.

5. If a training session, workshop, or session is rescheduled, interrupted, or canceled due to circumstances on the part of the Client, The Wise Sailor is entitled to charge for costs already incurred, time already reserved, and work already performed.

 
Article 10 - Project Management, Third Parties, and External Tools
 

1. If and to the extent that The Wise Sailor performs a coordinating, advisory, or project-based role under the Agreement, that role pertains exclusively to the work agreed upon between the parties.

2. If The Wise Sailor advises on, mediates in, or assists with the selection, procurement, implementation, or use of software, AI tools, platforms, or other third-party services, the contractual relationship with that third party, unless otherwise agreed, shall remain exclusively between the Client and the third party in question.

3. The Client is solely responsible for complying with the license terms, terms of use, policies, and other conditions of third parties whose services are utilized under the Agreement.

4. The Wise Sailor is not liable for deficiencies, malfunctions, changes, price adjustments, security incidents, availability issues, or other defects in third-party products, services, software, platforms, or infrastructure, unless and to the extent that there is intent or willful recklessness on the part of The Wise Sailor.

1. If work is performed at the Client’s premises or at a location designated by the Client, the Client shall provide, free of charge, the facilities reasonably required and a safe and suitable working environment.

2. To the extent that permits, authorizations, connections, accounts, subscriptions, licenses, or other prerequisites are required for the performance of the Agreement, the responsibility for obtaining and maintaining them in a timely manner rests with the Client.

3. If the performance of the Agreement is affected by restrictions, guidelines, policies, availability, or technical requirements of third parties, The Wise Sailor is entitled to adjust its working methods and schedule accordingly without thereby failing to fulfill the Agreement.
    

Article 11 - Installation, Setup, Management, and Support of Applications and Tools
 

1. If and to the extent agreed upon, The Wise Sailor may install, set up, configure, manage, monitor, maintain, or support applications, AI tools, digital environments, integrations, accounts, settings, dashboards, workflows, or other technical features.

2. The scope of these activities is limited exclusively to what has been agreed upon between the parties.

3. The Client shall, upon first request, provide The Wise Sailor with all necessary information, access rights, authorizations, accounts, licenses, technical documentation, API keys, verifications, administrator rights, and other requirements necessary for the performance of the agreed-upon work.

4. The Wise Sailor is entitled to make reasonable technical, organizational, or functional choices in the design or performance of the agreed-upon work, provided that these choices are consistent with the scope of the assignment and the Client’s reasonable interests.

5. The nature of the services means that, during installation, setup, management, and support, The Wise Sailor may be partially dependent on the availability, operation, policies, limitations, and changes to third-party software, infrastructure, and services.

6. Temporary interruptions, limited availability, changes in functionality, or necessary adjustments to settings or processes may be part of the performance of the agreed-upon work and, except in cases of willful misconduct or gross negligence on the part of The Wise Sailor, do not entitle the Client to compensation or termination of the agreement.

7. If the Client, either directly or through third parties, makes changes to systems, settings, applications, integrations, or other components on or with which The Wise Sailor performs work, this is done at the Client’s own risk. The Wise Sailor is not liable for the consequences thereof.

 
Article 12 - Software Development
 

1. If and to the extent agreed, The Wise Sailor may develop software, have software developed, supervise, coordinate, modify, implement, or otherwise perform work related to Software.

1. The Client is obligated to provide all information, requirements, specifications, functional requirements, data files, documentation, feedback, test information, and other input necessary for the development or supervision of Software in a timely, complete, accurate, and appropriate manner.

2. The parties shall set forth in writing the essential characteristics, functionalities, features, and other specifications of the Software to be developed or supervised. The work shall be performed exclusively on the basis of those written terms.

3. If, in the opinion of the parties, the agreed-upon specifications prove to be insufficient, unclear, or incomplete for the proper performance of the assignment, the parties shall consult with each other regarding the supplementation or amendment of the agreements. The Wise Sailor is entitled to suspend performance until clarity on this matter has been established.

4. The Wise Sailor is entitled to require the Client’s prior approval before making available or delivering any developed components, concepts, deliverables, or working versions.

5. Article 18 applies in full to the rights of use with respect to delivered Software and other results.

6. The Software shall be deemed delivered as soon as the Client has agreed to it in writing, has begun using it, or has not, within seven calendar days of its provision or delivery, notified The Wise Sailor in writing and with justification that it does not meet the specifications agreed upon in writing, unless the parties have agreed upon a different period.

7. If the parties have agreed on a testing period, the Client shall report any errors or defects in writing and in sufficient detail within that testing period. Errors reported in a timely manner and attributable to The Wise Sailor shall be corrected within a reasonable period of time.

8. Work arising from changes in the Client’s requirements, additions beyond the agreed-upon specifications, new insights, advancing technical knowledge, or changes made after the testing or acceptance phase shall be considered additional work or extra work.
    

Article 13 - Additional Work, Changes, and Extra Work
 

1. If, during the performance of the Agreement, it becomes apparent that additional work is necessary for the proper performance of the assignment, or if the Client requests an expansion, modification, or addition to the agreed-upon work, this constitutes additional work or extra work.

2. The Wise Sailor is not obligated to honor a request to modify, expand, or supplement the assignment and is entitled to attach conditions thereto.

3. Additional work and extra work will be performed at The Wise Sailor’s then-current standard or agreed-upon rate, unless otherwise agreed.

4. The Wise Sailor is entitled to inform the Client in advance of the financial and substantive consequences of additional work or extra work; however, the absence of a separate quote does not affect the Client’s payment obligation if it is reasonably established that the extra work was performed at the Client’s request or due to circumstances on the Client’s part.

1. Changes to the assignment may affect the schedule, turnaround time, allocation of resources, cost structure, and method of performing the Services. In such cases, The Wise Sailor is entitled to adjust the schedule and execution accordingly.

2. To the extent that additional work results from incorrect, incomplete, or late information provided by the Client, changes in the Client’s views, changed circumstances, or modifications to the Client’s or third parties’ systems or processes, the associated costs shall be borne in full by the Client.
    

Article 14 - Prices, Invoicing, and Payment
 

1. All prices and rates charged by The Wise Sailor are exclusive of sales tax and other government-imposed levies, unless otherwise stated.

2. The Wise Sailor performs its work on a cost-reimbursement basis at the agreed-upon hourly rate or half-day rate, unless the parties have agreed upon a different pricing arrangement.

3. The Wise Sailor is entitled to apply fixed prices, advance payments, subscription fees, periodic fees, project prices, or other pricing models for certain services, if and to the extent that the parties have agreed to this.

4. Any budget, hour estimate, project estimate, or cost estimate provided by The Wise Sailor is strictly indicative, unless the parties have expressly agreed otherwise.

5. The Wise Sailor is entitled to charge the Client separately for travel time, travel expenses, lodging expenses, costs of third parties engaged, license fees, subscription fees, platform fees, and other reasonable expenses, to the extent that these relate to the performance of the Agreement.

6. If an advance payment has been agreed upon, The Wise Sailor is not obligated to commence performance of the work until the advance payment has been paid in full.

7. The Wise Sailor is entitled to adjust its rates periodically, including indexation based on inflation, rising costs, or changed market conditions. If, during an ongoing Agreement for an indefinite term, such an adjustment substantially exceeds a reasonable indexation, the Client is entitled to terminate the Agreement in writing effective as of the date the change takes effect.

8. Invoices from The Wise Sailor must be paid within fourteen days of the invoice date, unless the parties have agreed to a different payment term.

9. Payment must be made without any discount, set-off, suspension, or offset.

1. Objections to an invoice do not suspend the Client’s payment obligation.
    

Article 15 – Collection, Suspension, and Termination
 

1. If the Client fails to meet its payment obligations on time, it shall be in default by operation of law without the need for a further notice of default.

2. From the date of default, the Client shall owe statutory commercial interest on the outstanding amount until the date of full payment.

3. All reasonable extrajudicial and judicial costs incurred by The Wise Sailor to obtain payment, whether out of court or through legal proceedings, shall be borne by the Client.

4. The Wise Sailor is entitled to suspend the performance of the Agreement in whole or in part if the Client fails to fulfill any obligation under the Agreement, including the failure to pay invoices on time.

5. If the Client is in default, The Wise Sailor is entitled to temporarily restrict or suspend access to delivered or managed systems, tools, accounts, documents, materials, or other deliverables, to the extent permitted by law and proportionate to the breach.

6. The Wise Sailor is further entitled to terminate the Agreement in whole or in part if the Client remains in default after receiving a written reminder or notice of default, or if circumstances as referred to in Article 5, paragraph 7, apply.

7. Suspension or termination by The Wise Sailor does not affect the Client’s payment obligations with respect to work already performed, costs incurred, and amounts due and payable.

8. If The Wise Sailor suffers damage as a result of the Client’s failure to perform, all resulting costs and damages, including reasonable costs for lost time and internal costs, shall be borne by the Client.

 
Article 16 - Privacy, Data Processing, and Security
 

1. In the performance of the Agreement, the Parties shall handle personal data and other data in accordance with the laws and regulations applicable to them, including the General Data Protection Regulation.

2. To the extent that The Wise Sailor processes personal data on behalf of the Client in connection with the performance of the Agreement, it shall do so solely to the extent necessary for the performance of the agreed-upon Services and in accordance with the arrangements made between the parties.

3. If, in the performance of the Agreement, The Wise Sailor qualifies as a processor within the meaning of applicable privacy laws, the parties will enter into a separate data processing agreement upon request.

4. The Client warrants that it is authorized to provide the relevant data to The Wise Sailor and that the processing thereof is not unlawful and does not infringe upon the rights of third parties.

1. The Client remains solely responsible for the content, use, processing, and lawfulness of the data that it processes or has processed using The Wise Sailor’s Services.

2. The Wise Sailor will take appropriate technical and organizational measures to protect data, taking into account the state of the art, the nature of the data, the foreseeable risks, and the reasonableness of the associated costs.

3. The Wise Sailor does not guarantee absolute security of systems, data, AI applications, software, or digital environments and cannot guarantee that security measures will prevent every breach, error, disruption, or loss.
    

Article 17 - Force Majeure
 

1. “Force majeure” means any circumstance beyond The Wise Sailor’s reasonable control that cannot be attributed to it and that makes performance temporarily or permanently impossible or cannot reasonably be expected of it.

2. Force majeure may include, among other things: serious disruptions to internet, cloud, software, energy, or telecommunications services; cyber incidents; government measures; epidemics; natural disasters, and serious disruptions at essential suppliers or service providers, to the extent that The Wise Sailor could not have prevented or mitigated the consequences thereof through reasonable precautionary, security, continuity, or recovery measures.

3. In any case, force majeure does not include inability to pay, cost increases, foreseeable capacity issues, and illness or absence of engaged personnel if a reasonable replacement is available.

4. The Wise Sailor shall notify the Client of the force majeure situation as soon as possible and shall take reasonable measures to mitigate its consequences and resume performance.

5. During the force majeure event, only those obligations directly affected by it shall be suspended. Work already performed and services that remain available or can still be performed shall remain due. For the portion of the services that is not performed and for which no service, facility, or reserved capacity remains available, the corresponding compensation shall be suspended on a pro rata basis.

6. If The Wise Sailor is ready and able to fulfill its obligations, but performance is prevented by a circumstance on the part of the Client, the agreed-upon compensation remains due. Reasonable additional costs resulting from the impediment shall be borne by the Client.

7. If the force majeure continues for more than thirty consecutive days and a substantial part of the Agreement cannot be performed as a result, both parties may terminate the affected part in writing. If partial continuation cannot reasonably be expected, the entire Agreement may be terminated.

1. Termination pursuant to this article does not entitle either party to compensation. Fees already due and irrevocable costs already incurred remain payable.
    

Article 18 - Intellectual Property and Rights of Use
 

1. All intellectual property rights and other proprietary rights relating to all advice, reports, audits, analyses, designs, methodologies, training sessions, presentations, documents, Software, prompts, models, formats, templates, dashboards, workflows, concepts, drawings, and other results of the Services are the exclusive property of The Wise Sailor or its licensors, unless the parties have expressly agreed otherwise.

2. Nothing in the Agreement or these general terms and conditions shall be construed as a transfer of any intellectual property right to the Client.

3. To the extent that The Wise Sailor makes results of the Services available to the Client, the Client shall obtain only a limited, non-exclusive, non-transferable, and non-sublicensable right of use for its own internal business operations and solely for the purpose for which the relevant results were made available to the Client.

4. The Client is not permitted to reproduce, modify, publish, commercially exploit, make available to third parties, or otherwise use the results of the Services, materials, or other works of The Wise Sailor beyond the agreed scope without prior written consent.

5. Intellectual property rights in materials, data, trademarks, content, documentation, or other works provided by the Client remain with the Client or its rights holders. The Client grants The Wise Sailor, to the extent necessary, sufficient rights to use these for the performance of the Agreement.

6. Unless the parties have expressly agreed otherwise, source files, source code, rough drafts, development environments, internal notes, intermediate products, and other underlying materials will not be provided to the Client.

7. The right of use granted under this Article shall take effect only after the Client has fully fulfilled all its obligations under the Agreement. Until that time, The Wise Sailor is entitled to suspend the use of and access to the results and to take reasonable technical, organizational, or administrative measures to that end, to the extent permitted by law.
    

Article 19 – Confidentiality
 

1. The Parties are obligated to maintain the confidentiality of all confidential information that they have obtained from each other or from other sources in connection with the Agreement and of which they know or should reasonably understand to be confidential.

2. Confidential information shall, in any case, include all non-public information relating to business operations, strategy, customers, data, processes, documentation, audits, analyses, advice, reports, prices, quotations, working methods, technical information, prompts, models, software, security information, and other business-sensitive information.

1. The confidentiality obligation does not apply if and to the extent that a party is required by law or by a court order to disclose such information, provided that, to the extent permitted by law, it notifies the other party thereof in a timely manner.

2. The parties shall use confidential information solely for the purpose for which it was made available under the Agreement.

3. The parties shall ensure that their employees, agents, advisors, and third parties engaged by them who gain access to confidential information are bound by an equivalent confidentiality obligation.

4. The Client is not permitted, without The Wise Sailor’s prior written consent, to share with third parties or disclose, in whole or in part, any advice, audits, reports, analyses, methodologies, documentation, or other documents prepared by The Wise Sailor, unless such disclosure is necessary for the intended internal use or otherwise arises from the nature of the document.

5. The confidentiality obligation shall remain in effect even after the termination of the Agreement for as long as the information in question retains its confidential nature.
    

Article 20 - Liability, Indemnification, and Statutes of Limitations
 

1. Any liability on the part of The Wise Sailor is limited to direct damages that are the direct and exclusive result of an attributable breach in the performance of the Agreement.

2. The Wise Sailor is not liable for indirect damages, consequential damages, lost profits, lost savings, reputational damage, loss of data, damages resulting from business interruption, damages arising from third-party claims, or other forms of financial loss.

3. The limitations and exclusions of liability set forth in this article do not apply to the extent that the damage results from willful misconduct or gross negligence on the part of The Wise Sailor or its executive officers.

4. To the extent that The Wise Sailor may be liable, such liability per event or series of related events is limited to the amount paid out by its liability insurer in the relevant case, plus the applicable deductible. If no insurance payment is made, liability is limited to the amount charged by The Wise Sailor to the Client for the relevant assignment during the twelve months preceding the event giving rise to the damage.

5. The Wise Sailor’s liability arises only if the Client promptly—but no later than thirty days after the Client discovered or reasonably should have discovered the breach—gives The Wise Sailor written notice of default, providing a sound justification and a reasonable period of time to remedy the breach,

1. and The Wise Sailor continues to fail to remedy the breach through its own fault even after that period.

2. In particular, The Wise Sailor is not liable for damages resulting from incorrect or incomplete information provided by the Client, incorrect or improper use of advice or results, decisions made by the Client based on advice, audits, or AI output, failures or defects on the part of third parties, malfunctions in third-party software or infrastructure, changes in regulations or policies, or the fact that results are partly dependent on external factors or represent snapshots in time.

3. The Client shall indemnify The Wise Sailor against any third-party claims arising from or related to the performance of the Agreement, the use of the results of the Services, data or materials provided by the Client, infringement of third-party rights by the Client, or acts and omissions of the Client, its employees, or third parties engaged by it.

4. Any claim by the Client against The Wise Sailor shall lapse if it is not filed in writing and with a statement of grounds within one year after the Client became aware of, or could reasonably have become aware of, the facts on which the claim is based.
    

Article 21 - Complaints
 

1. Complaints regarding the performance of the Services must be submitted in writing, in sufficiently specific terms, and with a statement of reasons.

2. The time limits and conditions set forth in Article 20 apply to the submission of complaints, notices of default, and the expiration of rights.

3. The Wise Sailor will endeavor to respond substantively to a complaint within a reasonable period of time.

 
Article 22 - Governing Law and Competent Court
 

1. All legal relationships between The Wise Sailor and the Client are governed exclusively by Dutch law.

2. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded to the extent that this convention might otherwise apply.

3. Disputes arising from the Agreement or these general terms and conditions shall be submitted exclusively to the competent court in the judicial district where The Wise Sailor is established, unless mandatory law provides otherwise.

4. The Wise Sailor is entitled to amend these general terms and conditions. Amended terms and conditions apply exclusively to Agreements entered into after the amendment has been announced, unless the Client agrees in writing to their application to a current Agreement.

5. If a translation of these general terms and conditions is made, the Dutch text shall prevail in the event of differences in meaning or interpretation.