Terms of business

1Parties and what this covers

These terms belong to Diginesso di Beerendonk Wesley Johannes Wijnand, an Italian sole proprietorship (impresa individuale) run by Wesley Beerendonk. Below, that business is Diginesso, and where it says "I", that is me. You are the client.

• Legal name: Diginesso di Beerendonk Wesley Johannes Wijnand
• Legal form: Impresa individuale, registered with the Camera di Commercio Toscana Nord-Ovest
• Address: Piazza Guglielmo Marconi 6, 56046 Riparbella (PI), Italia
• REA number: PI-263609
• VAT number: IT02522840509
• Email: info@diginesso.com
• Certified Italian email (PEC): diginesso@pec.it

These terms apply to every offer I make, every assignment that follows from one, and everything I deliver, unless we agree otherwise in writing.

Business clients only. I work for companies and organisations. I do not take on assignments from consumers, and the offer on this site is not aimed at them.

A client’s own purchasing terms do not apply, not even if I receive them and say nothing about them. If something from your terms should apply after all, we put it in the assignment confirmation.

Where two documents contradict each other, this is the order:

• the assignment confirmation, with what we agreed for that assignment
• the data processing agreement, for anything involving personal data
• these terms of business

What this website itself collects about you is in the privacy policy. How a project is set up technically is on the Secure and European page. Both belong with these terms, and where they concern personal data, the data processing agreement comes first.

2How an assignment comes about

An offer from me stands for 14 days unless it names another date. After that I may withdraw it or change it.

An assignment comes about as soon as you confirm the offer in writing or by email, or as soon as I start work with your agreement. Anything agreed in a call I write down afterwards and send to you, so we hold the same picture.

What I offer is a deliverable per phase with its price up front. The 1,250 euro for the audit is fixed and published on the site. The price for a pilot and for the build is agreed once it is clear what the work is, so after the audit.

Work that falls outside an agreed phase does not start before we have agreed its scope and its price in writing. You never get an invoice for something you did not say yes to first.

A schedule is an expectation based on what we know at the time. If something is added along the way, or if delivery on your side stalls, the schedule moves with it and you hear that as soon as I see it.

3The AI Process Audit

The AI Process Audit costs 1,250 euro at a fixed price. Three promises sit next to that figure on the site. Below they are written so that you can enforce them.

Credited against the build

If you build with me after the audit, the whole 1,250 euro comes off the first invoice of that build. In full, not in part, and there is no minimum project size attached to it.

The credit applies if the build assignment comes about within 3 months of the date on the report. If we agree later than that, I tell you before you sign whether I still credit it.

The amount is creditable once, per audit. If you do not build, it is not a balance you can have paid out in cash.

Money-back guarantee

The guarantee turns on one question: does the report name at least one opportunity whose calculated benefit over twelve months is larger than the 1,250 euro you paid? If it does not, you get your money back.

The test is the report itself, with the figures in it. I do not have to form a view and you do not have to prove anything. If we disagree about the outcome anyway, the complaints procedure further down applies.

You invoke the guarantee with an email to info@diginesso.com, from the day you receive the report until the moment you approve it. No explanation needed.

Once you approve the report, the guarantee ends. If you say nothing for 14 days after it was sent, the report counts as approved and the guarantee ends on that day.

I refund within 14 days of your email, to the account you paid from. The full amount, with no charges and no deductions.

You do not have to hand the report back, and it stays yours even when you invoke the guarantee.

The report stays yours

Once the audit is paid, the report is yours. Use it internally, give it to your accountant, your bank or your grant adviser, take it to another builder. You do not need my permission and there is no restriction on it.

That holds if we do nothing together afterwards, and it holds if you invoked the guarantee and got your money back.

What does not travel with the report are the measurement templates and calculation models I use to produce it. Those stay mine. Everything written in the report is yours.

What the audit is not

The audit is an investigation with a calculation under it. It is not a guarantee that a saving will materialise in your business. That depends on what you do next and on the accuracy of the figures you supply.

4What I need from you

I can only measure and build on what I am allowed to see. So this is what I ask of you:

• one contact who can make decisions, and a stand-in for when that person is away
• access to the systems, folders and files that belong to the process
• real examples from your own work, including the messy cases and not only the clean ones
• answers to questions and delivery of what I need, within the periods named in the assignment confirmation
• somewhere to test that resembles the real thing closely enough to read something off it

You warrant that what you supply is accurate and complete, and that you are allowed to share it. On wrong or incomplete information I can build the wrong advice, and that risk sits with you.

If access or delivery stalls for more than 10 days, I pause the work and tell you. The schedule moves by the time it stood still. Capacity I held for you and costs I already incurred may be invoiced.

If it stands still for more than 30 days, I may end the assignment. You pay for the work done up to that point, and you receive what is finished, including the state it is in and the notes that go with it.

5Working with AI models

This section exists because AI behaves differently from ordinary software. The same question can produce a different answer, and a model can say something that sounds convincing and is wrong. Anyone who leaves that unwritten is selling a promise they cannot keep.

Output is not guaranteed correct

I do not guarantee that every output of a model is correct. What I do: build in checks, measure quality on a set that resembles your own work, and make the system say when it is unsure.

The delivery states in writing which quality was measured, on which set, and in which cases the system gets it wrong. That number is what I can be held to.

You keep the check

Wherever a mistake can do damage, a person stays between the system and the decision. Every delivery names, per process, which step that is, who performs it, and how that person can see the system is unsure.

If you remove that step, or skip it as a matter of course, what happens after that is on you. Tell me in advance and I write down what the risk is.

You warrant the data you put in

You warrant that the data going into a system may be used for the purpose we agreed, and that no third-party right stands in the way. Where personal data is involved, the data processing agreement applies, and you sign that before a single record is touched.

If I come across data that does not belong there, I report it and stop that part of the work until it is resolved. That is not a delay I discount for, because it was not my choice.

A model can be swapped

I may replace the model behind a system with another one if the provider discontinues it, withdraws a version, or changes its prices. That does not happen quietly: you hear at least 30 days beforehand, with what it means for quality and for cost.

Where there is an outage, or a provider stops with immediate effect, I may switch first to keep things running and inform you as soon as possible afterwards.

If model costs rise structurally because a provider raises prices, I discuss that with you before anything changes. I do not raise the fixed monthly fee without your agreement. If we cannot agree, either of us may end the maintenance with the notice named below.

Force majeure at a model provider or a connected system

An outage at a model provider, at a hosting party, or in a system we are connected to counts as force majeure. So does such a party discontinuing a service or a version, or changing its terms so that the connection is no longer permitted.

Under force majeure, periods move by its duration and neither of us owes damages. If it lasts longer than 60 days, either of us may end the assignment for the part not yet performed. What is already delivered is paid for.

What is not force majeure: me being too busy, or a provider choice I could have seen coming.

6Ownership of what gets built

The main rule: what I build specifically for you, and what is tailored to your process, becomes yours once the invoices for it are paid. That covers:

• the source code of what was built for you
• the workflows and the configuration, including the connections to your own systems
• the prompts and the instructions inside the system
• the documentation, the test sets made from your own work, and the notes on how it runs
• the data in your own database and your own accounts, which was always yours anyway

Where rights can be transferred, I transfer them. Where they cannot, you get a licence with no end date, no territorial limit, and transferable to whoever takes it over from you. That difference is legal. In practice you can do everything you want in either case.

Until the invoices are paid you have the right to use it and nothing more. The transfer happens at the moment of the final payment.

My own building blocks

I build with tooling I made myself: base components, templates, measurement methods, standard test sets and pieces of code that come back in every project. Those stay mine, even where they travel inside your delivery.

You get a licence on them under the same conditions as above, so with no end date and transferable. That way you can carry on without me, and you are not tied to my calendar or to my continued existence.

I may reuse those building blocks in other work. What I never reuse: your data, your text, your figures, and anything tailored to your process or your market.

7Maintenance

Maintenance is a fixed monthly amount for keeping what I built running, for monitoring it, and for repairing it. If monitoring trips and something has to be fixed, that sits inside maintenance and gets no separate invoice.

Response times: if the process has stopped, I respond straight away on a working day between 09:00 and 18:00. Outside those hours, weekends included, you hear from me within 4 hours. For anything that is not urgent, I respond within 2 working days.

Responding is not the same as resolved. It means I am in it and that you hear from me what is going on and what to expect.

What maintenance does not cover:

• new features and extensions, which are agreed one by one with a price up front
• work needed because you changed something yourself in a connected system
• third-party costs such as hosting, database and model usage, which sit on your own accounts and do not pass through me
• work on something I did not build
• repairing the consequences of use that falls outside what we agreed

Maintenance that takes the system offline for a moment happens in a window we agree together. If it has to be sooner because of a security problem, I do it straight away and tell you afterwards.

Maintenance can be cancelled monthly, by you and by me, with one month of notice against the end of a month.

8Payment, interest and VAT

Invoices go by email. We agree the payment term per assignment: it sits in the assignment confirmation, together with the moments I invoice. If nothing is agreed about it, 30 days from the invoice date applies.

All amounts are in euro.

VAT

All amounts on this site and in an offer are excluding VAT.

If you are a business with a valid VAT number in an EU country other than Italy, the service is taxed where you are. I charge no Italian VAT and the VAT reverse-charges to you: you account for it in your own country. The invoice carries your VAT number and the reference to that rule.

If I cannot verify your VAT number in the European VIES register, or it turns out to be invalid, I invoice with VAT. As soon as you supply a valid number, I adjust it for the next invoice.

If you are established in Italy, Italian VAT law applies and the invoice goes through the Italian electronic invoicing system.

Late payment

If you pay late, you are in default without my having to send a reminder first. From the day after the due date, interest is owed at the statutory rate for commercial transactions under the law that applies to the assignment.

If I have to incur costs to collect an invoice, those are for your account.

With an invoice outstanding I may suspend work. Not without warning: you get it in writing, with a period to pay. Monitoring on something that is running stays on during a suspension, because dropping a live system is not a lever I want to use.

You may not suspend payment and may not set it off against a claim of your own, unless we agree to it together.

9Liability

I am liable for damage I cause, up to a cap. The cap is there because a one-person business cannot carry damage that is a multiple of what an assignment brings in. Without it I could not do this work, and then it would be of no use to you either.

The cap: per event, and for all events in a year together, I compensate no more than the fees you paid me in the 12 months before the event, for the assignment the damage arises from.

On top of that sits an absolute ceiling: I never compensate more than 25,000 euro, even where the fees paid were higher.

Not compensated:

• lost profit and lost turnover
• damage from your process or your business standing still
• loss of or damage to data for which a working backup existed
• fines and costs arising from a choice you made yourself against my advice
• damage caused by a check named in the delivery having been removed or skipped

The cap and the exclusions do not apply in case of intent or conscious recklessness on my part, and not where the law does not allow liability to be limited.

One condition: you report the damage within 30 days of discovering it, or of the moment you could reasonably have discovered it. That is not a formality: the sooner I know, the better the chance something can still be done.

If you or someone else changes something in what I built, I am not liable for what goes wrong in that part afterwards.

10Term, notice and the end

A build assignment runs until the agreed phases are delivered. Maintenance continues monthly until one of us cancels, with the one month of notice named above.

Either of us may end the assignment with immediate effect if the other fails a material obligation and has not put it right after a written notice with a reasonable period. The same applies on bankruptcy, on suspension of payments, and if the other business stops trading.

What happens at the end

This happens without your having to ask for it, and without your needing my permission for any of it.

• The accounts for hosting, the database and model usage are already in your name. You remove my admin rights and everything keeps running.
• Within ten working days of the end I deliver an export of your database, the source code, the workflows, the prompts and the documentation.
• The format: the tables as CSV and the whole database as an SQL dump, the code and the configuration in a git repository, the workflows in the export format of the system they run in, and the documentation as PDF and as plain text.
• Within 30 days of the end, everything on my side is gone. The automatic backups expire on their own after that, 90 days at the latest. You get written confirmation with the date on it.

If you want me to hand it over to whoever takes it on, with explanation and support, I do that for a price we agree up front. The export and the deletion above cost nothing.

Outstanding invoices remain due after the end. I do not hold back the export while an invoice is open: your data is not collateral.

11Independence

I work as an independent business, at my own risk and for my own account. No employment relationship arises, no agency relationship, and no relationship of authority.

That is not only a sentence. It is how the work is actually arranged:

• I work per assignment with a deliverable of my own and a price fixed up front.
• I decide how and when I do the work. An agreed date is an agreement about the result, not about my working hours.
• I carry the risk on the result. If I miss it, that is my problem and you do not pay for the repair.
• I may have the work done by someone else and remain responsible for the result myself.
• I am free to work for other clients. You cannot exclude that and there is no non-compete.
• I work with my own tooling, my own accounts and my own environment.
• I do not take over tasks that belong to your day-to-day operation and are done by your own people.

If you want this confirmed per assignment, I put it in the assignment confirmation. I am not a tax or employment adviser: whether your situation meets the rules in your own country is for the authorities there to judge, not for this page.

12Subsidies and tax schemes

The site mentions the Dutch WBSO, the German Forschungszulage and the Italian Transizione 5.0. They are there because they exist and because work on AI often falls partly within them.

I am not a tax adviser and not a grant adviser. I guarantee no award, no amount and no timescale.

What I do deliver: the report and the project records, in a form you can use to support an application. You file the application yourself, with your own adviser, and the body responsible decides on it.

If an application is refused, or awarded lower than you hoped, that changes nothing about what you owe me.

13Using your name

By default I do not name you. No name, no logo, no quote and no figure that can be traced back to you. Not on the site, and not in a conversation with another client.

If you do want to be named, that is separate written consent per use, setting out what may be said and where it appears. Consent for one thing is not consent for another.

You can withdraw that consent without giving a reason. I then take it down within 14 days everywhere I control myself.

What I may do without your consent: describe at a general level what kind of problem I solved, without your name, without describing your sector so narrowly that you can be identified, and without figures from your books.

14Complaints

One address: info@diginesso.com. A complaint lands there with me, not with a department.

Within five working days you hear from me that I have it and what I am going to do.

I answer on the substance within 10 days of your report. If I cannot manage that, you hear before the period is out, with the reason and a new date.

Describe as concretely as you can what is wrong and what you expect. That is not a formality, it saves a round trip.

If we cannot settle it between us, the section below on law and forum applies.

15Governing law and forum

These terms and every assignment are governed by Dutch law. A dispute we cannot settle between us goes to the competent court in the Netherlands.

One exception: if your business is established in Italy, Italian law applies and a dispute goes to the court of Pisa, where Diginesso is registered.

What is settled already: we talk first. Only once a conversation and the complaints procedure above have produced nothing does anything go to a court or an arbitrator.

16Changes and versions

I may amend these terms. For an assignment already running, the version that applied when it came about stays in force, unless we agree otherwise.

If something material changes for a maintenance agreement that is running, you hear at least 30 days before it takes effect, and you may cancel against that date.