Conditions Générales – Services Keiko for Business (Coaching, Conseil & Développement sur Mesure)

Terms & Conditions - Keiko for Business Services (AI Coaching, AI Consulting & Custom Development)

The AI App Factory S.à r.l.-S / Coaching & Services Brand: Keiko for Business

Version: 1.2

Effective Date: July 2025

Last Updated: July 2025

Applicable To: All AI Coaching, AI Consulting & Custom Development Services

These Terms & Conditions are originally drafted in English. A French or German version is available upon request. Please contact us at info@theaiappfactory.com to receive a translation.

Definitions
Service Description & Scope
Booking, Delivery & Timelines
Fees & Payment
Cancellations & Rescheduling
Client Responsibilities
Confidentiality & Data Protection
Intellectual Property
Warranty, Support & Acceptance
Limitation of Liability
Applicable Law, Dispute Resolution & Force Majeure
Updates

1. Definitions

1.1. Client(s): The individual or entity purchasing Services.

1.2. Service(s): Any AI Coaching, AI Consulting, or Custom Development work provided by The AI App Factory S.à r.l.-S.

1.3. Deliverables: All outputs, materials, or results defined in your Order Form or Statement of Work.

1.4. Service Area: The territory in which on-site Services can be provided, defined as the Grand Duchy of Luxembourg and any location within a 75km radius of Oberpallen, Luxembourg, unless otherwise agreed in writing in the Order Form or Statement of Work.

1.5. AI Service Providers: Any third-party companies or platforms that supply artificial intelligence technologies, models, or infrastructure used in the delivery of Keiko for Business Services. This includes, but is not limited to, providers such as OpenAI, Google, Anthropic, or similar entities whose AI tools may be integrated into the AI Coaching, AI Consulting, or Custom Development Services.

1.6. Beta Features: New, experimental, or trial functionalities offered as part of the Services that are still in development or testing phase. Beta Features may change, be improved, or discontinued at any time and may not perform at the same level as finalized features.

1.7. Force Majeure: Any event or circumstance beyond the reasonable control of The AI App Factory S.à r.l.-S that prevents or delays the performance of its obligations. This includes, but is not limited to, natural disasters, war, strikes, government actions, power outages, internet failures, or service interruptions or outages by third-party AI Service Providers.

1.8. Human Oversight: The process by which a qualified person at The AI App Factory S.à r.l.-S reviews, supervises, or validates outputs or recommendations generated by AI systems, ensuring that critical decisions are not made solely by AI without appropriate human judgment or intervention.

1.9. AI Hallucination: A situation where an artificial intelligence system generates information, text, or content that appears plausible but is factually incorrect, fabricated, or misleading. Clients must be aware that AI outputs can include such errors and require human validation.

1.10. Personal Data: Any information relating to an identified or identifiable natural person (the “data subject”), such as a name, email address, phone number, or other data that can directly or indirectly identify someone, as defined under the EU General Data Protection Regulation (GDPR).

1.11. Party / Parties: Each of The AI App Factory S.à r.l.-S (and/or its brand “Keiko for Business”) and the Client is a “Party” to these Terms & Conditions; together, they are referred to as the “Parties.”

1.12. Order Form: A written document (including digital or electronic formats) issued by The AI App Factory S.à r.l.-S and accepted by the Client, which specifies the details of the Services to be provided. The Order Form includes (at a minimum) the type of Service(s) selected (AI Coaching, AI Consulting, or Custom Development), a description of the Deliverables, the applicable fees, and any agreed payment schedule or milestones. The Order Form may reference or incorporate a Statement of Work for complex or custom projects. Each accepted Order Form forms part of, and is governed by, these Terms & Conditions.

2. Service Description & Scope

2.1. AI Coaching: Structured learning sessions focused on knowledge transfer, practical skills, and empowerment, helping Clients understand and adopt AI tools. AI Coaching does not include technical consulting or software implementation. (The AI Coaching Services are educational in nature and not a substitute for professional advice in your industry.)

2.2. AI Consulting: Strategic advice, process audits, solution recommendations, and project roadmaps to help Clients identify and implement AI opportunities. Ongoing operations or software maintenance are only included if specifically agreed in writing.

2.3. Custom Development: Design, development, and delivery of tailored AI-powered solutions (tools, automations, apps) as specified in your project proposal or agreement. Ongoing support or hosting is only included if explicitly stated.

2.4. All Services are defined in your individual Order Form or Statement of Work. Any additional work or change in scope requires a written agreement.

2.5. The AI App Factory S.à r.l.-S may update or improve its Services and Deliverables as technology evolves. Any material change to the agreed scope will be confirmed with you in writing.

2.6. Beta Features and Experimental Services: Some features, tools, or Deliverables may be offered on a “beta,” trial, or experimental basis. Beta Features are not guaranteed to be complete or error-free, may change or be withdrawn at any time, and are provided “as is” without warranties or service level commitments. The AI App Factory S.à r.l.-S is not responsible for any issues arising from the use of beta or experimental features.

2.7. Human Oversight: All outputs, recommendations, or Deliverables generated with the assistance of AI tools are subject to review and validation by a qualified expert from The AI App Factory S.à r.l.-S before being provided to the Client. No automated decision-making is used in delivering AI Coaching, AI Consulting, or Custom Development outputs. For higher-risk projects or contexts, additional human review may be applied to ensure quality and compliance.

2.8. Use of Third-Party AI Service Providers: Some Services or Deliverables may be generated, in part or in whole, using third-party AI Service Providers (such as OpenAI, Google, Anthropic, or similar platforms). The AI App Factory S.à r.l.-S will make reasonable efforts to inform you when third-party AI tools are used and will attribute outputs accordingly, where relevant. Use of these third-party services may be subject to their terms, privacy practices, and service limitations.

3. Booking, Delivery & Timelines

3.1. AI Coaching: Sessions are scheduled by mutual agreement and may be conducted online (via web conference), on-site within the Service Area, or in a hybrid format, as agreed. Rescheduling is possible, see section 5 below.

3.2. AI Consulting & Custom Development: Scope, Deliverables, and timelines are set in your proposal or statement of work. Material changes must be confirmed in writing.

3.3. Delays caused by lack of Client feedback, resources, or approvals will extend timelines accordingly.

3.4. The AI App Factory S.à r.l.-S is not liable for delays or failures caused by circumstances beyond its control, including interruptions by third-party AI providers (this includes “Force Majeure” events like platform outages).

4. Fees & Payment

4.1. Fees, billing methods, and payment terms are detailed in your Order Form or Statement of Work or invoice. All amounts are exclusive of VAT.

4.2. Payment is due according to the agreed schedule (e.g., before coaching, upon milestones for consulting or development). Invoices are payable within 14 days unless otherwise stated.

4.3. Late payment may result in suspension of Service or withholding of Deliverables until payment is received.

5. Cancellations & Rescheduling

5.1. AI Coaching: Clients may reschedule one session per month (or per package of sessions) with at least 24 hours’ notice at no charge. Unused or late-cancelled sessions are non-refundable.

5.2. AI Consulting & Custom Development: Cancellations or postponements must be notified promptly. Substantial changes or late cancellations may result in additional fees or timeline adjustments.

6. Client Responsibilities

6.1. Clients must provide accurate information, timely feedback, and required access or resources for all Services to be delivered effectively.

6.2. Clients must ensure access to required digital tools and a stable internet connection for remote sessions.

6.3. For custom development projects, Clients are responsible for supplying necessary data, third-party platform access, and for ongoing operation/maintenance of the solution post-handover unless otherwise agreed.

6.4. If you or your personnel are subject to regulatory or professional obligations (for example, financial industry regulations or data protection requirements under GDPR), you remain responsible for complying with those obligations during our engagement and in your use of AI afterward. The AI App Factory’s coaching and advice do not supersede or fulfill any legal, compliance, or governance duties you have.

6.5. When Services are delivered on-site at the Client’s premises, the Client is responsible for providing a safe and appropriate environment and obtaining any necessary permissions for the sessions (e.g. meeting space, network access).

7. Confidentiality & Data Protection

7.1. Confidentiality Commitment: Each Party agrees to treat as strictly confidential all non-public information received from the other Party and to use it solely for the purpose of providing or receiving the Services in accordance with the agreement.

7.2. Roles of the Parties under the GDPR: For the provision of the Services, the Parties act as independent data controllers for the processing that each carries out.

7.2.1 The AI App Factory S.à r.l.-S as Data Controller: The AI App Factory S.à r.l.-S is the data controller for the Personal Data of its direct Clients and of its Clients' employees who participate in the sessions ("Participants"). This data (e.g., name, professional email address, job title) is collected and processed by The AI App Factory S.à r.l.-S for its own legitimate purposes, which include:

Client relationship management and communication;
The planning, organization, and provision of AI Coaching and AI Consulting sessions;
Monitoring the quality of the Service and the progress of the Participants;
Invoicing and administrative management of the Services. The AI App Factory S.à r.l.-S agrees to process this data in accordance with the GDPR and its Privacy Policy.

7.2.2. The Client as Data Controller: The Client is the data controller for the data of its own customers, prospects, or other third parties. For Custom Development Services, the Client is the sole data controller for the data it chooses to process via the solution developed by The AI App Factory S.à r.l.-S.

7.3. Absence of a Processor Relationship: The Parties acknowledge that for the AI Coaching, AI Consulting, and Custom Development Services (as described herein), The AI App Factory S.à r.l.-S does not act as a data processor on behalf of the Client within the meaning of Article 28 of the GDPR. Consequently, the execution of a Data Processing Agreement (DPA) is not required for these Services.

7.4. Client's Obligations: The Client agrees not to disclose to, transmit to, or provide The AI App Factory S.à r.l.-S with access to any Personal Data other than that of the Participants which is strictly necessary for the organization of the Services. The Client is solely responsible for any disclosure (including via screen sharing) of Personal Data belonging to its own customers or to third parties, and warrants that such disclosure does not violate any law or confidentiality obligation.

7.5. Custom Development: The AI App Factory S.à r.l.-S warrants that it does not access any Personal Data inserted by the Client into a developed solution, either during or after the development phase, unless otherwise agreed in writing for specific maintenance services, which would then be subject to an appropriate contractual framework.

8. Intellectual Property

8.1. Materials, reports, and resources provided before, during, or after AI Coaching sessions or AI Consulting work are for your internal business use only. You may not distribute or resell these Deliverables externally without our written consent.

8.2. Ownership of Deliverables: For Custom Development projects, the ownership of Intellectual Property shall be as follows, unless otherwise explicitly defined in the Order Form or Statement of Work:

8.2.1. Pre-Existing IP: All intellectual property rights in The AI App Factory S.à r.l.-S’s pre-existing materials, software components, frameworks, or AI models ("Company IP") shall remain the exclusive property of The AI App Factory S.à r.l.-S. The Client is granted a non-exclusive, perpetual, non-transferable license to use the Company IP solely as it is embedded within the final Deliverable for its own internal business purposes.

8.2.3. Client IP: All intellectual property rights in materials provided by the Client ("Client IP") shall remain the property of the Client. The Client grants The AI App Factory S.à r.l.-S a non-exclusive, royalty-free license to use the Client IP for the sole purpose of performing the Services.

8.2.4. Custom Deliverable IP: Upon the Client's full and final payment for the custom development Service, the Client shall be granted an exclusive, perpetual, royalty-free license to use the specific custom code and unique configuration created for the Deliverable ("Custom Deliverable") for its internal business purposes. For the avoidance of doubt, The AI App Factory S.à r.l.-S retains ownership of the underlying source code, methods, and know-how, and the right to use this knowledge for other projects, provided no Client Confidential Information or Client IP is used.

8.2.5. IP Assignment: A full assignment (transfer of ownership) of the Custom Deliverable IP, including source code, is not granted by default and requires a separate written agreement, which may be subject to additional fees.

9. Warranty, Support & Acceptance

9.1. AI Coaching & AI Consulting: All advice, guidance, and recommendations are provided “as is,” tailored to your context but without any guarantee of a specific outcome or success. We do our best to address your needs, but results will vary and are not guaranteed.

9.2. Custom Development: Software solutions or automations we develop for you are provided “as is.” The AI App Factory S.à r.l.-S will correct any material defects you report within 30 days of delivery/acceptance. A "material defect" is defined as a failure of the custom solution to substantially conform to the functional specifications explicitly set out in the project proposal or statement of work. This warranty is void if the Client or any third party has modified the solution. Ongoing support, maintenance, or updates are not included unless expressly specified in your agreement.

9.3. All outputs and recommendations involving AI are subject to your own human review and judgment. You remain responsible for all final decisions. You must ensure that your use of any AI tools or any advice from us complies with all laws and regulations that apply to you (for example, financial industry guidelines, professional standards, or data privacy rules).

9.4. Deliverables are considered accepted if you do not report any issues or disagreements in writing within the agreed review period (or within 10 business days of delivery, if no specific period is defined).

9.5. The AI Coaching and AI Consulting Services provided by The AI App Factory S.à r.l.-S are for educational and informational purposes to help you and your team understand and utilize AI tools. We are not providing legal, compliance, financial, or other professional advice specific to your business. In particular, nothing in our training constitutes regulatory or compliance certification. You (the Client) are responsible for obtaining your own expert advice or approvals to ensure that any use of AI in your business meets your regulatory and operational requirements. (For example, if you work in a regulated financial firm, you should consult your compliance officer or legal counsel before deploying AI solutions in production.)

10. Limitation of Liability

10.1. The AI App Factory S.à r.l.-S is not liable for any indirect, consequential, or business losses, nor for any actions you take (or decisions you make) as a result of our AI Coaching, AI Consulting, or AI-generated outputs. Any business or regulatory consequences that arise from your implementation of ideas from our sessions are your responsibility.

10.2. The total liability of The AI App Factory S.à r.l.-S for any direct damages or claims arising from a Service is limited to the total fees you paid for that specific Service or project period.

10.3. The AI App Factory S.à r.l.-S is not liable for:

Loss or corruption of data or records belonging to the Client.
Errors or inaccuracies arising from AI-generated content (e.g. AI Hallucination or technical limitations in current AI tools).
The Client’s compliance with, or breach of, any laws or regulations. The Client is solely responsible for following all legal and regulatory requirements applicable to them, and for any fines, penalties, or losses resulting from non-compliance.

10.4. All AI-assisted outputs may contain errors, omissions, or inaccuracies. The Client must independently validate and critically review all outputs before using them for any business-critical or decision-making purposes.

10.5. Indemnification by Client. To the maximum extent permitted by law, the Client agrees to defend, indemnify, and hold harmless The AI App Factory S.à r.l.-S, its officers, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

The Client's use of and access to the Services and Deliverables;
The Client's violation of any term of these Terms & Conditions;
The Client's violation of any third-party right, including without limitation any copyright, property, or privacy right; or
Any claim that the Client's use of the Deliverables caused damage to a third party or violated any applicable law or regulation.

11. Applicable Law, Dispute Resolution & Force Majeure

11.1. These Terms & Conditions and any Services provided under them are governed by the laws of the Grand Duchy of Luxembourg.

11.2. In the event of any dispute or disagreement, both parties agree to first attempt in good faith to resolve the issue amicably. If no mutual resolution is reached, the courts of Luxembourg shall have exclusive jurisdiction to settle the dispute.

11.3. The AI App Factory S.à r.l.-S is not liable for any failure or delay in performance due to causes beyond its reasonable control (Force Majeure). This includes, but is not limited to, outages or interruptions of third-party AI services, internet or power disruptions, natural disasters, strikes, or any other events that were not foreseeable and prevent us from delivering the Service.

12. Updates

12.1. The AI App Factory S.à r.l.-S may update these Terms & Conditions as needed to reflect changes in Services or legal requirements. The latest version will always be available upon request or via our website. We will notify you of any material changes. Using our Services after an update means you accept the revised Terms.

The AI App Factory S.à r.l.-S (Coaching & Services Brand: Keiko for Business)

31A, route d’Arlon, L-8552 Oberpallen, Luxembourg

Founder & Manager: Olivier Dubois

Contact: info@theaiappfactory.com

Note: These Terms & Conditions are originally drafted in English. A French or German version is available upon request. Please contact us at info@theaiappfactory.com to receive a translation.

If you have any questions about these Terms & Conditions or how they apply, please contact us at info@theaiappfactory.com. We’re here to help ensure you understand your rights and responsibilities.