Terms & Conditions

Who we are and when these terms apply

1.1 Aivelli is a sole proprietorship (eenmanszaak) owned and run by Lela Gagua, registered with the Dutch Chamber of Commerce (KVK) under number 98190431, VAT identification number NL005314563B94, established in Eindhoven, the Netherlands. Email: le***@*****li.com. Website: aivelli.com.

1.2 These terms apply to every offer, proposal and agreement under which Aivelli provides services to a client. Aivelli sells its services to businesses, organizations and professionals acting in the course of a business, not to consumers.

1.3 Aivelli sends these terms with every proposal and keeps them at aivelli.com/terms-and-conditions. By accepting a proposal the client accepts these terms. Terms of the client do not apply unless Aivelli has accepted them in writing.

1.4 If a signed proposal or agreement conflicts with these terms, the proposal or agreement prevails. Section 14 (data protection terms for clients) is part of every agreement.

1.5 Aivelli may update these terms. The version on aivelli.com on the date of the proposal applies to that agreement.

Services

2.1 Aivelli provides AI adoption programs for organizations. The programs on offer are described on aivelli.com: the AI Adoption Day, the AI Adoption Month, the Champions Program, ongoing advisory and speaking engagements (keynotes and leadership sessions). The scope of each engagement is set out in the proposal.

2.2 Aivelli advises, trains and guides. Together with the client’s team, Aivelli builds simple AI assistants inside the AI tool the client already uses (for example Microsoft 365 Copilot, ChatGPT or Claude). Aivelli does not configure the client’s systems, does not connect integrations, does not write software and does not receive admin access to the client’s tenants or accounts.

2.3 Aivelli performs its services with care and skill (an obligation of means, inspanningsverplichting). Aivelli does not guarantee a specific result, saving or adoption rate. Results depend on the client’s tools, data, people and follow-through.

2.4 Lela Gagua delivers the services personally unless the proposal names someone else. Aivelli may use suppliers for support tasks (for example hosting or scheduling); section 10 covers the data side of this.

Proposals, prices and validity

3.1 Every proposal is valid for 90 days from its date unless it says otherwise. An agreement exists when the client accepts the proposal in writing (email is enough) or when Aivelli starts the work at the client’s request.

3.2 Prices are in euros and exclude VAT and any other taxes or levies. Where Dutch VAT applies, Aivelli adds it. Where the VAT reverse charge applies to a client in another EU member state, the client gives Aivelli its VAT identification number and accounts for the VAT in its own country. For a client established outside the EU, Aivelli charges no Dutch VAT and the client accounts for any tax due in its own country, such as reverse-charge VAT in Georgia.

3.3 If the law of the client’s country requires the client to withhold any tax from a payment to Aivelli, the client pays Aivelli such additional amount that Aivelli receives the full invoiced amount, unless Aivelli has provided the documents that allow a zero rate under an applicable tax treaty and the client has not applied them.

3.4 Prices include preparation, delivery and the deliverables named in the proposal. Travel and accommodation inside the Netherlands are included unless the proposal says otherwise. Travel and accommodation outside the Netherlands are invoiced at cost, with receipts, after agreement on the itinerary.

3.5 Work the client asks for beyond the proposal (extra sessions, extra participants above the stated maximum, extra interviews, extra deliverables) is quoted separately before it starts.

Invoicing and payment

4.1 The AI Adoption Day and the AI Adoption Month: 50% on booking and 50% after delivery of the last session named in the proposal.

4.2 Ongoing advisory: quarterly in advance, with a minimum term of 3 months.

4.3 The Champions Program: the annual fee in advance at the start of the program year. Renewal for a second year is at the renewal rate stated in the proposal and is agreed in writing before the first year ends.

4.4 Speaking engagements: in full on booking, unless the proposal says otherwise.

4.5 Invoices are payable within 14 days of the invoice date, in euros, by bank transfer, without set-off or suspension. Aivelli does not start delivery of a program before the booking payment has been received.

4.6 If the client does not pay on time, the client owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) from the due date, plus the extrajudicial collection costs under article 6:96 of the Dutch Civil Code. Aivelli may suspend the work until payment is received.

Planning, rescheduling and cancellation

5.1 Dates are agreed in writing when the client books. The client confirms the venue, the participants and the technical setup (section 6) at least 10 working days before an on-site session and 5 working days before an online session.

5.2 Rescheduling by the client. The client may move a session date once without charge if it asks more than 30 days before the session; the new date is set within 90 days of the original date. For a second move, or a move asked 30 days or less before the session, Aivelli charges 25% of the session fee, plus any non-refundable travel costs already incurred.

5.3 Cancellation by the client. The client may cancel a program or a session in writing. Aivelli charges:

• more than 30 days before the first session: no fee, except costs already incurred for the client;
• 30 to 15 days before: 50% of the fee for the canceled sessions;
• 14 days or less before, or no-show: 100% of the fee for the canceled sessions.

Deliverables already made for the client (intake, interviews, use-case map, plan) are invoiced for the work done.

5.4 Ongoing advisory and the Champions Program can be ended by the client in writing with 1 month’s notice to the end of a quarter, after the minimum term (advisory) or at the end of the program year (Champions Program). Fees paid in advance for the current quarter or year are not refunded.

5.5 Rescheduling by Aivelli. If Lela Gagua cannot deliver on the agreed date because of illness or an event outside Aivelli’s control, Aivelli offers a new date within 30 days, or, if that is not possible, refunds any amount paid for the undelivered session. Aivelli owes nothing more for the change of date.

5.6 Aivelli may end an agreement in writing with immediate effect if the client does not pay within 14 days after a reminder, if the client does not meet its obligations under section 6 after a written request, or if the client enters insolvency or stops its business. Fees for work done remain due.

What the client provides

6.1 The client provides, at its own cost: a contact person with authority to make decisions, the participants, a room or video setup suitable for the session and a working AI tool with accounts for every participant. The intake call confirms the tool. Without a suitable tool (for example a Microsoft 365 Copilot license, or a ChatGPT or Claude business plan), participants cannot build assistants grounded in their own material and the program cannot deliver its stated results.

6.2 Before each program the client provides a few examples of recurring work per team, as agreed in the intake call and the names and work email addresses of the participants.

6.3 For the AI Adoption Month the client makes leaders and team leads available for the interviews and the leadership sessions on the agreed dates and names an AI owner and champions as described in the proposal.

6.4 The client is responsible for its own decisions about tools, licenses, data and rollout. Aivelli’s recommendations are advice; the client decides.

Use of AI tools, participants and conduct

7.1 Participants work in the client’s own AI tool and accounts. The client sets the rules on what its staff may enter into that tool.

7.2 At the start of every session Aivelli tells participants to use only material they are allowed to use in the tool and never to enter personal data about other people, confidential information or trade secrets into an AI tool that the client has not approved for that purpose. The participant guide repeats this rule.

7.3 Aivelli is not responsible for information that a participant enters into an AI tool or into any other third-party service, nor for the output of such tools. AI tools can produce errors; the client and the participants check output before they use it.

7.4 The client ensures that its participants follow the rules in this section and its own policies. Aivelli may stop a session, without refund, if a participant behaves in a way that prevents delivery, after a warning to the client’s contact person.

7.5 Aivelli uses AI tools to draft its own materials. Aivelli enters client personal data or client confidential material only into an AI tool on a business plan whose contract excludes training on inputs and that is covered by a data processing agreement and only where this is needed for the work. Interview notes are anonymized before any AI tool processes them.

Intellectual property and license

8.1 Aivelli owns all intellectual property rights in its methods, the participant guide, slides, step-by-step guides, assistant instructions, templates, the adoption plan format, recordings and any other material Aivelli makes or provides (the Materials), including improvements made during an engagement.

8.2 On payment in full, Aivelli grants the client a non-exclusive, perpetual, worldwide license to use the Materials delivered under the agreement inside the client’s own organization (including its group companies named in the proposal) for its own internal purposes: training its own staff, running internal sessions and adapting the Materials for internal use. The client may make internal copies.

8.3 The client may not sell, license, publish or otherwise make the Materials available to third parties, use them to offer training or consultancy to others, or remove Aivelli’s name from them. A client that wants wider rights asks Aivelli for a written extension.

8.4 The client owns the material it provides and the AI assistants, prompts and outputs that participants build in the client’s own tool with their own material, except for the Aivelli assistant instructions embedded in them, which stay licensed under section 8.2.

8.5 Aivelli may reuse the general knowledge, skills, methods and non-confidential insights gained during an engagement and may name the client as a client with the client’s prior written consent.

Advice, no certification, no guarantees

9.1 Aivelli advises on AI adoption, trains and builds simple assistants. Aivelli does not give legal, tax, security, data protection or regulatory compliance advice and its materials and sessions are not a substitute for such advice.

9.2 Aivelli helps clients take measures that support AI literacy within the meaning of article 4 of the EU AI Act (Regulation (EU) 2024/1689, as amended). Aivelli does not certify anyone, does not issue certificates that any law requires and does not state or warrant that the client complies with article 4 or with any other law. The learning record per participant is a factual record of the training that the client keeps with its own training records; it is not a certificate.

9.3 Aivelli’s materials describe tools made by third parties (for example Microsoft, OpenAI, Anthropic, Google). These tools change. Aivelli does not warrant that a feature described in the materials remains available or unchanged.

Confidentiality and personal data

10.1 Each party keeps confidential all information from the other party that is marked confidential or that a reasonable person would treat as confidential, uses it only for the agreement and shares it only with people who need it for the agreement and are bound to confidentiality. This duty lasts 3 years after the agreement ends. It does not cover information that is public, already known to the receiving party, received lawfully from a third party, or that must be disclosed by law.

10.2 Aivelli processes personal data of the client’s staff: names and work email addresses of participants, the learning record per participant, and, in the AI Adoption Month, notes from the interviews. Section 14 states who is responsible for what. In short: Aivelli is an independent controller for the contact data it needs to run and administer the engagement and for its own records and processes any other material the client provides on the client’s instructions as a processor.

10.3 Aivelli keeps participant names, email addresses and a copy of the learning records for 2 years after the end of the engagement for its own records, then deletes them, unless the client asks for earlier deletion. Interview notes and work examples are returned or deleted within 30 days after the end of the engagement at the client’s choice.

10.4 The client informs its participants that Aivelli will receive their name and work email address and will write a learning record and ensures it may lawfully share the material it provides.

10.5 Aivelli’s privacy policy (aivelli.com/privacy-policy) describes how Aivelli handles personal data on its website and in its business.

Liability, force majeure, law and disputes

11.1 Aivelli’s total liability towards the client under or in connection with an agreement, on whatever legal ground, is limited to the amount the client paid to Aivelli under that agreement in the 12 months before the event that caused the damage, with a maximum of EUR 25,000 per agreement.

11.2 Aivelli is not liable for indirect or consequential damage, including lost profit, lost revenue, lost savings, loss of data, business interruption, damage from decisions the client takes on the basis of Aivelli’s advice, damage caused by information a participant enters into a third-party tool, or damage caused by third-party tools or services.

11.3 The limits in 11.1 and 11.2 do not apply to damage caused by Aivelli’s intent or deliberate recklessness, or where the law does not allow a limitation.

11.4 The client reports any claim to Aivelli in writing within 60 days after discovering the ground for it. A claim lapses 12 months after the end of the engagement to which it relates.

11.5 Aivelli is not in breach if it cannot perform because of circumstances outside its reasonable control, including illness of the trainer, failure of a venue, internet or a third-party service, travel disruption, government measures or strikes. Section 5.5 applies to rescheduling. If force majeure lasts longer than 60 days, either party may end the affected part of the agreement in writing; fees for work done remain due.

11.6 Dutch law applies to every agreement and to these terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.7 The parties first try to settle a dispute between the owner of Aivelli and a decision maker of the client within 30 days after one party asks for it in writing. A dispute that is not settled is submitted to the competent court of the Rechtbank Oost-Brabant, Eindhoven, the Netherlands. Aivelli may also bring a claim before the competent court at the client’s seat. This applies to clients in the Netherlands, in other EU member states and outside the EU, including Georgia.

11.8 If a provision of these terms is invalid, the rest remains in force and the invalid provision is replaced by a valid one that comes closest to its purpose.

Existing buyers of digital playbooks

12.1 Aivelli sold digital playbooks on aivelli.com until 4 November 2026 and no longer offers them. This section applies only to people who bought one before that date.

12.2 Your purchase gave you a personal, non-exclusive, non-transferable license for 1 user to use the playbook for your own professional and personal purposes. You may keep using it. You may not copy, share, resell or publish it, share your access link, use it to build a competing product or use it to train AI models.

12.3 Accounts and logins on aivelli.com have been removed. You keep access to your content through the direct link you received, for as long as Aivelli keeps those pages online. Lost your link? Email le***@*****li.com. If Aivelli decides to close the pages, it will email you at least 30 days in advance so you can download your files.

12.4 Your statutory rights on the conformity of digital content under Dutch law (articles 7:50aa to 7:50ai of the Dutch Civil Code) are not affected. Refunds for these purchases remain governed by the terms that applied when you bought (version of 27 August 2026, available on request). Questions and support: le***@*****li.com.

12.5 If Aivelli offers a digital product for sale in the future, separate terms for that product will be shown before purchase.

Use of the website and free content

13.1 Free guides, articles, newsletters and other free content on aivelli.com or sent by email are provided as they are, for general information. They are not advice for your situation and Aivelli gives no warranty on them. Aivelli may change or remove free content at any time.

13.2 All content on aivelli.com belongs to Aivelli or its licensors. You may read it and share links to it. You may not copy or republish substantial parts of it, scrape the site, use it to train AI models, or use the Aivelli name or brand without written permission. Short quotes with a link to the source are fine.

13.3 You may not use the website for anything unlawful, try to gain access to parts of it that are not public, or interfere with its operation.

13.4 Links to other websites are for convenience; Aivelli is not responsible for their content.

13.5 Booking an intro call, downloading a guide or subscribing to the newsletter creates no obligation for either party. The privacy policy and the cookie policy describe how Aivelli uses your data.

Data protection terms for clients

This section applies to every agreement with a client and is the data processing agreement required by article 28 GDPR. Part A covers participant contact data, for which Aivelli and the client are each an independent controller. Part B covers material the client provides for the work, which Aivelli processes on the client’s instructions as a processor. “Client” means the client named in the proposal; “Engagement” means the services in the proposal; other terms follow article 4 GDPR. A client that wants a signed copy of this section receives one on request.

14.1 Part A: participant data shared between controllers

A1. The Client provides Aivelli with the names and work email addresses of participants. Aivelli uses them to plan and run the sessions, send the participant guide and the follow-up invitation, write the learning record and administer the Engagement. Aivelli decides how it does this and is an independent controller for this data and for its own records (session notes about delivery, learning record copies, invoices).

A2. Each party complies with the GDPR for its own processing. The Client informs participants that Aivelli receives their name and work email address, that Aivelli writes a 1-page learning record that the Client keeps with its training records and that Aivelli’s privacy policy (aivelli.com/privacy-policy) applies to Aivelli’s processing. The Client has a legal basis for sharing this data (normally its legitimate interest in training its staff).

A3. Aivelli uses participant data for nothing else: no marketing, no sharing with third parties except the processors in Schedule 2, no profiling. Aivelli deletes participant names, email addresses and learning record copies 2 years after the Engagement ends, or earlier if the Client asks.

A4. Each party handles data subject requests about its own processing and tells the other party within 5 working days if a request concerns data the other party holds.

A5. Each party reports a personal data breach that affects the other party’s data to the other party within 48 hours of becoming aware of it.

14.2 Part B: processing on the Client’s instructions

B1. Scope. For interview notes, examples of recurring work, documents, files and any other material the Client provides for the Engagement (Client Material), the Client is the controller and Aivelli is the processor. Schedule 1 describes the processing.

B2. Instructions. Aivelli processes Client Material only to deliver the Engagement and only on the Client’s documented instructions, which are the proposal, these terms and any written instruction from the Client’s contact person. Aivelli tells the Client if an instruction in its view breaches the GDPR.

B3. Confidentiality. Lela Gagua and anyone Aivelli involves are bound to confidentiality. Aivelli involves no staff; if it ever engages an assistant for an Engagement, that person signs a confidentiality undertaking first.

B4. Security. Aivelli applies the measures in Schedule 3 and keeps them up to date with the state of the art for a business of its size.

B5. Sub-processors. The Client authorizes the sub-processors in Schedule 2. Aivelli informs the Client by email at least 14 days before adding or replacing a sub-processor; the Client may object on reasonable data protection grounds within that period, in which case the parties discuss a solution or the Client may end the affected part of the Engagement without penalty. Aivelli imposes on each sub-processor data protection duties equivalent to part B of this section and remains responsible for them.

B6. AI tools. Aivelli enters Client Material into an AI tool only when the tool is listed in Schedule 2, runs on a business plan whose contract excludes training on inputs and only where needed for the work. Interview notes are anonymized before any AI tool processes them. Participants’ own use of AI tools during sessions happens in the Client’s tool and accounts and is the Client’s processing, not Aivelli’s.

B7. Transfers. Aivelli processes Client Material in the EU, except for the sub-processors in Schedule 2 that process in the United States under the EU-US Data Privacy Framework or the European Commission’s standard contractual clauses.

B8. Assistance. Aivelli helps the Client, as far as reasonably possible and against its usual hourly rate where the effort is substantial, with data subject requests, security, breach notifications and data protection impact assessments that concern Client Material.

B9. Breaches. Aivelli reports a personal data breach involving Client Material to the Client without undue delay and at the latest within 48 hours of becoming aware of it, with the information the Client needs for its own notification. The Client decides whether to notify the authority or data subjects.

B10. End of the Engagement. Within 30 days after the Engagement ends, Aivelli returns or deletes Client Material as the Client chooses and deletes remaining copies, except what Aivelli must keep by law (for example the deliverables attached to an invoice) and the data under part A.

B11. Audit. Aivelli makes available the information needed to show compliance with part B of this section. The Client may audit once per 12 months, on 30 days’ written notice, during business hours, at its own cost, by itself or by an independent auditor bound to confidentiality, without access to data of other clients. Aivelli may first offer a written response to specific questions; an on-site audit follows only if the response leaves a reasonable doubt.

B12. Liability. Section 11 applies to this section. Each party is liable for administrative fines imposed on it for its own breach.

B13. Term. This section applies as long as Aivelli holds Client Material or participant data. Dutch law applies; disputes follow section 11.

14.3 Schedule 1: description of the processing (part B)

• Subject matter: delivery of the Engagement described in the proposal.
• Duration: the Engagement plus 30 days for return or deletion.
• Nature and purpose: reading and analyzing Client Material to prepare sessions, write the use-case map, the adoption plan and the participant guide and to build example assistants with participants.
• Types of personal data: names, roles, work contact details and opinions of interviewed leaders and team leads; names and work details of staff that appear in work examples; any other personal data that the Client includes in Client Material. The Client avoids including special category data; if it cannot, it tells Aivelli first.
• Categories of data subjects: the Client’s staff and incidentally the Client’s customers, suppliers or partners where they appear in work examples.

14.4 Schedule 2: authorized sub-processors

14.5 Schedule 3: security measures

• Client Material is stored in Aivelli’s Microsoft 365 environment with 2-factor authentication, not on removable media and not in personal consumer cloud accounts.
• Devices are encrypted, locked and updated; a password manager generates and stores passwords.
• Client Material is shared only through the Client’s own channel or a link with expiry, never through unprotected email attachments where the Client offers an alternative.
• Interview notes are anonymized before any AI tool processes them; AI tools used are on business plans with training on inputs switched off.
• Aivelli keeps a record of processing activities and reviews it yearly.
• Access to Client Material is limited to Lela Gagua and anyone named to the Client in writing.
• Backups of Aivelli’s own files are encrypted; Client Material is deleted from backups in the normal backup cycle after deletion from the live environment.

Contact

Questions about these terms: email Aivelli. We aim to reply within 5 working days.