Terms & Conditions

1. Definitions and Applicability

1.1. Definitions

1.1.1.	"Advance Insight" refers to Advance Insight B.V., a private limited company registered in the Netherlands, with offices at Velperplein 23, 6811 AH Arnhem, and Advance Insight East Africa Limited, registered in Kenya, with offices at Jacaranda Avenue #22, Lavington, Nairobi. Both entities are collectively referred to as "Advance Insight."
1.1.2.	“Client” refers to the legal entity or individual engaging Advance Insight for services.
1.1.3.	“Agreement” refers to any contract, assignment, or agreement between Advance Insight and the Client.
1.1.4.	“Implementation Principles” refers to the document outlining project execution standards, which the Client agrees to adhere to during implementation.
1.1.5.	“General Terms & Conditions” refers to this document, which applies to all agreements between Advance Insight and the Client.

1.2. Applicability

1.2.1.	These Terms & Conditions apply to all quotes, assignments, and agreements between Advance Insight and the Client.
1.2.2.	Deviations or additional agreements are only valid if explicitly agreed upon in writing.
1.2.3.	The Client’s own general purchasing conditions are expressly rejected unless explicitly accepted in writing by Advance Insight.
1.2.4.	Potential deviations from these conditions by Advance Insight applied/allowed at any time to the Client's advantage, never grant the Client the right to appeal to it later or to claim the application of such a deviation as indisputable.

2. Offers and Agreements

2.1.	All quotes and price estimates provided by Advance Insight are non-binding unless explicitly stated otherwise.
2.2.	Agreements become legally binding only upon written confirmation by Advance Insight or upon commencement of the services.
2.3.	Any modifications to agreements require mutual written approval.

3. Confindentiality

3.1.	Both parties agree to maintain strict confidentiality regarding any non-public, proprietary, or business-sensitive information exchanged during the agreement.
3.2.	Confidential information remains the disclosing party’s property and cannot be shared with third parties without written consent.

4. Payment Terms and Late Fees

4.1.	Invoices must be paid within 14 days from the invoice date unless otherwise agreed in writing.
4.2.	Late payments incur an interest charge of 1% per month on the outstanding amount.
4.3.	If the Client defaults for 14 days after written notice, Advance Insight reserves the right to suspend services until full payment is received.
4.4.	The Client is responsible for all legal and collection costs associated with overdue payments. In addition, the Client shall pay an extra-legal amount due, with a minimum of €100.00 (or KES equivalent for Kenyan contracts).

5. Liability and Indemnification

5.1.	Advance Insight is only liable for direct damages caused by gross negligence or intentional misconduct. However, both Advance Insight and the Client shall be mutually liable for damages arising due to recklessness or negligence in fulfilling their contractual obligations.
5.2.	Advance Insight’s total liability under any agreement is capped at the invoiced amount (excluding VAT), with a maximum of €15,000.00.
5.3.	AI is not liable for indirect or consequential damages, including loss of profits, business interruption, or data loss.
5.4.	The Client indemnifies Advance Insight against any third-party claims arising from the Client’s use of services, except where such claims result from Advance Insight’s negligence.
5.5.	This exclusion of the liability of Advance Insight and the thereby corresponding indemnification of the Client are general and also applicable to Advance Insight’s personnel and staff who are active under the management of Advance Insight during consultancy and/or the execution of the assignment, as well as to its possible advisers and such-like.
5.6.	An appeal to these conditions does not mean the Client can postpone the payments due to Advance Insight.

6. Intellectual Property Rights

6.1.	All custom developments, scripts, configurations, and modifications created by Advance Insight remain its intellectual property unless explicitly transferred in writing.
6.2.	The Client receives a non-exclusive, non-transferable license to use such developments solely for its internal business operations.
6.3.	The Client may not: Modify Advance Insight’s developments without prior written approval. Distribute, sublicense, sell or transfer the developments to third parties. Claim ownership over any Advance Insight intellectual property.
6.4.	Any violation of these conditions results in immediate termination of the Client’s license to use, with Advance Insight reserving the right to seek legal and financial remedies.

7. Non-Solicitation Clause

7.1.	The Client agrees not to solicit, hire, or attempt to hire any Advance Insight employees or subcontractors during the contract term and for 12 months following termination.
7.2.	Breach of this clause results in a fine equivalent to six (6) months’ salary of the solicited employee.

8. Force Majeure

8.1.	Advance Insight is not liable for delays or failures in service due to force majeure events, including but not limited to: Natural disasters, pandemics, or government-imposed restrictions; Strikes, lockouts, or transport disruptions; Cyberattacks, data breaches, or IT infrastructure failures beyond Advance Insight’s control.
8.2.	If a force majeure event exceeds 30 days, Advance Insight reserves the right to suspend the execution of the agreement for a maximum period of one month. If the force majeure continues beyond this period, either party may terminate the agreement without liability.

9. Service Execution and Implementation Principles

9.1.	The Client agrees to follow the Advance Insight Implementation Principles, which define project execution standards, roles, testing, and support expectations.
9.2.	The Implementation Principles are integral to this Agreement and are binding on the Client.

10. Billing for Additional Services

10.1.	Services beyond the agreed Scope Report (e.g., additional meetings, change requests, or extra training) will be billed separately at Advance Insight’s standard rates.
10.2.	Any Client delays impacting the project timeline may incur idle time charges for AI consultants.

11. Complaints and Dispute Resolution

11.1.	The Client must submit complaints regarding services or invoices in writing within 8 days of service delivery or invoice date.
11.2.	If Advance Insight deems a complaint valid, it will either: Issue an appropriate financial adjustment, or Redeliver the affected service at no additional cost.
11.3.	The individual contract’s terms shall govern dispute resolution and jurisdictional matters. Contracts with Advance Insight B.V. are governed by Dutch law, while contracts with Advance Insight Limited (Kenya) are governed by Kenyan law.

12. Delivery Time

12.1.	Advance Insight will reasonably meet the delivery times in offers, confirmations, and contracts. However, these timelines are indicative only and are not legally binding.
12.2.	Regardless of the cause, delivery delays do not entitle the Client to compensation, contract termination, or any claim of non-fulfilment against Advance Insight.
12.3.	If the Client fails to meet any contractual obligations, Advance Insight reserves the right, after providing written notice, to suspend services without judicial intervention and liability for compensation.

13. Data Protection & GDPR Compliance

13.1.	Advance Insight and the Client shall comply with EU GDPR (for Dutch operations) and the Kenyan Data Protection Act, 2019 (for Kenyan operations).
13.2.	AI will: Not retain Client data longer than necessary. Implement security measures to protect Client data. Notify the Client of data breaches within 48 hours.

14. Final Notes

14.1.	The Client acknowledges and agrees to these Terms & Conditions before signing any contract with Advance Insight.
14.2.	Advance Insight reserves the right to update these Terms & Conditions anytime, and changes will apply to future agreements.