Article 1. Applicability and Definitions
1.1 These General Terms and Conditions ("Terms") apply to all offers, agreements, and services provided by The Tribute, unless expressly agreed otherwise in writing.
1.2 In these Terms:
The Tribute: The Tribute Business Consultancy Services VBA, based in Aruba (Chamber of Commerce Aruba registration: H57632.0), providing digital consultancy, AI and automation solutions, workshops, and related services.
Client: Any party entering into an agreement with The Tribute.
Agreement: Any contract or engagement for services between The Tribute and the Client.
Third-Party Platforms: External software, APIs, or services used in the delivery of The Tribute's services, including but not limited to Make.com, OpenAI, Microsoft, WhatsApp Business, and similar tools.
1.3 Deviations from these Terms are only valid if confirmed in writing by an authorized representative of The Tribute.
1.4 Any general terms and conditions of the Client are expressly excluded unless agreed in writing.
1.5 These Terms also apply to any third parties engaged by The Tribute for service delivery.

Article 2. Offers and Agreements
2.1 All offers, proposals, and quotations by The Tribute are non-binding unless otherwise stated, and are valid for 30 days from the date of issue.
2.2 Prices in offers are exclusive of applicable taxes (e.g., VAT/BBO), software and platform subscription costs, third-party API costs, travel expenses, and any additional expenses, unless stated otherwise.
2.3 Agreements are concluded only upon written confirmation by The Tribute or commencement of the agreed work.
2.4 Estimates and time indications in offers are indicative only and do not constitute a fixed commitment, unless explicitly marked as such in writing. Scope changes will be handled in accordance with Article 4.
2.5 The content of external communications (websites, brochures, social media) is non-binding unless expressly incorporated into an Agreement.

Article 3. Execution of Services
3.1 The Tribute will execute the Agreement with reasonable skill and care, in line with industry standards and agreed specifications. Unless agreed otherwise, The Tribute determines the manner and resources used.
3.2 The Tribute may engage third parties for part or all of the work at its discretion and is not liable for third-party errors, unless The Tribute failed to exercise reasonable care in their selection.
3.3 The Client shall provide all necessary, complete, and accurate information, access, and cooperation required for proper service execution in a timely manner.
3.4 If required information or access is not provided in time, The Tribute may suspend the Agreement and charge any related costs to the Client.
3.5 The Tribute is not liable for damages arising from incomplete, inaccurate, or late information provided by the Client.

Article 3A. AI, Automation, and Analytics Disclaimer
3A.1 Where The Tribute uses AI systems, large language models, or automated tooling in the delivery of services, outputs may be inaccurate, incomplete, biased, or inconsistent. All AI-generated content and automation outputs require human review before operational or public use.
3A.2 The Client remains solely responsible for final decisions and approvals based on AI or automation outputs, including but not limited to: content published publicly, operational or business decisions, compliance-related communications, and any actions with legal or financial consequences.
3A.3 Unless explicitly agreed in writing, The Tribute does not guarantee specific outcomes such as conversion uplift, revenue increase, cost reduction, search rankings, processing accuracy, or AI model performance. Any projections or estimates are illustrative only.
3A.4 The Client is responsible for implementing appropriate human oversight processes for any AI-assisted workflows delivered by The Tribute, particularly in regulated industries or high-stakes use cases.

Article 4. Scope Changes and Amendments
4.1 Changes to the agreed scope of work are valid only if agreed in writing (change order). Oral changes or requests are at the Client's risk and do not bind The Tribute.
4.2 Any scope change may affect the timeline, deliverables, and cost. The Tribute will notify the Client of the impact before proceeding with the changed work.
4.3 Where an offer or estimate is provided without a fixed price, additional work arising from scope changes will be charged at the applicable hourly or day rate. Work on additions or changes will not commence without written approval from the Client.

Article 5. Third-Party Platforms and Tools
5.1 The Tribute's services frequently depend on third-party platforms, APIs, and software tools including but not limited to Make.com, OpenAI, Microsoft Copilot, WhatsApp Business, and similar services. The Tribute is not liable for interruptions, errors, pricing changes, feature deprecations, policy changes, or discontinuation of any third-party platform.
5.2 If a third-party platform changes its functionality, pricing, or terms of service in a way that affects a delivered solution, any rework, rebuilding, or migration required is not included in the original Agreement and will be quoted and billed separately.
5.3 The Client acknowledges that automation performance and AI output quality may vary over time due to changes in underlying third-party models or platforms, and that this does not constitute a defect in The Tribute's delivery.
5.4 The Tribute will endeavour to notify the Client of material third-party changes that are likely to impact delivered solutions, but accepts no obligation to monitor third-party platforms on an ongoing basis unless a maintenance retainer is in place.

Article 6. Maintenance and Ongoing Support
6.1 Delivery of a project or solution marks the completion of the agreed scope. Unless a maintenance or support retainer has been separately agreed in writing, The Tribute has no obligation to provide ongoing support, monitoring, bug fixes, updates, or modifications after delivery.
6.2 Post-delivery support, corrections, or enhancements requested by the Client are chargeable at the applicable rate, even where they arise from third-party platform changes.
6.3 A maintenance or support retainer may be agreed separately in writing and will specify the scope of covered activities, response times, and associated fees.

Article 6A. Delivery and Acceptance
6A.1 Delivery takes place when The Tribute makes deliverables available to the Client via email, shared drive, project tool, repository, or a live environment, and notifies the Client accordingly.
6A.2 The Client must review deliverables within 10 business days of notification and either: (a) confirm acceptance in writing, or (b) reject in writing with specific, reasoned objections tied to the agreed scope of work.
6A.3 If the Client does not respond within the review period, the deliverables are deemed accepted. Deemed acceptance has the same effect as written acceptance.
6A.4 Acceptance (explicit or deemed) triggers the payment obligation for the relevant milestone or deliverable.
6A.5 After acceptance, any further changes or corrections are treated as scope amendments under Article 4 and may affect timeline and cost.
6A.6 Rejection must be specific and limited to deviations from the agreed scope. Requests for changes that go beyond the original scope will be treated as new work under Article 4, not as grounds for rejection.

Article 7. Fees and Payment
7.1 All fees are exclusive of applicable taxes, software subscriptions, third-party API costs, platform fees, or travel expenses unless agreed otherwise.
7.2 Unless agreed otherwise, services are charged based on actual hours worked at agreed rates. Fixed fees, packages, or retainers may also be agreed and will be specified in writing.
7.3 The Tribute may adjust rates annually or upon significant cost increases (e.g., increases in software, platform, or labour costs), with 30 days written notice to the Client.
7.4 Invoices are payable within 30 days of the invoice date unless agreed otherwise. Advance payments or deposits may be required before work commences.
7.5 If payment is not received on time, The Tribute may charge statutory interest from the due date and recover reasonable costs of collection, including legal or administrative costs.
7.6 The Tribute may suspend services, withhold deliverables, or terminate the Agreement if invoices are overdue by more than 14 days, without prejudice to any other rights.

Article 8. Duration and Termination
8.1 Agreements are for an indefinite period unless a specific duration, project end date, or milestone is specified.
8.2 Either party may terminate the Agreement in writing with one month's notice unless otherwise agreed.
8.3 Upon termination, The Tribute will complete or transfer outstanding work in consultation with the Client. Reasonable costs for transfer or handover activities may be invoiced separately.
8.4 The Tribute may terminate or suspend the Agreement with immediate effect if the Client fails to fulfil material obligations (including payment), becomes insolvent, or engages in or is suspected of unlawful use of services.
8.5 In the event of termination, all outstanding fees for work completed up to the termination date become immediately due and payable.

Article 9. Complaints and Warranty
9.1 Complaints regarding the delivery of services must be reported to The Tribute in writing within 30 days of delivery. After this period, the delivery is deemed accepted.
9.2 For the purposes of these Terms, "delivery" means the date The Tribute notifies the Client that the work is complete and available for review or use.
9.3 Complaints do not suspend the Client's payment obligations.
9.4 If a complaint is found to be justified, The Tribute will, at its discretion, correct the work, deliver replacement work, or adjust the invoice. No further compensation is owed beyond this.

Article 10. Liability
10.1 The Tribute's liability for direct damages is limited to the total fees paid by the Client for the specific assignment giving rise to the claim. For ongoing services or retainers, liability is limited to the fees paid in the three months preceding the claim. In all cases, liability is capped at USD 10,000, unless otherwise required by applicable law.
10.2 The Tribute is not liable for indirect damages, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, reputational damage, or third-party claims against the Client.
10.3 The Tribute is not liable for damages resulting from: (a) changes, failures, or discontinuation of third-party platforms; (b) Client use of deliverables beyond the agreed purpose; (c) incomplete, inaccurate, or delayed information provided by the Client; (d) Client-side integrations or modifications made after delivery.
10.4 The Client indemnifies The Tribute against all claims by third parties arising from materials, data, instructions, or content supplied by the Client.
10.5 Any claim for damages must be brought within 12 months of the date the Client discovered, or reasonably should have discovered, the damage and its cause. Claims brought after this period are time-barred.

Article 11. Confidentiality
11.1 Both parties will keep confidential any information received from the other party that is designated as confidential or that is reasonably understood to be confidential in nature, including but not limited to business processes, pricing, client data, and technical documentation.
11.2 Confidential information does not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was already known to the receiving party; or (c) was independently developed by the receiving party.
11.3 Confidentiality obligations survive termination of the Agreement for a period of three years.

Article 12. Data and Privacy
12.1 In the course of delivering services, The Tribute may access or process data belonging to the Client or the Client's customers, including contact lists, business data, and content transmitted through automation workflows.
12.2 The Tribute will only use such data for the purpose of delivering the agreed services and will not share it with third parties except as necessary to operate agreed tools and platforms (e.g., passing data through Make.com or AI APIs as part of a configured automation).
12.3 The Client is responsible for ensuring that any data shared with The Tribute is handled in compliance with applicable data protection laws, and that appropriate consents or authorisations are in place for the use of such data in the agreed systems.
12.4 The Tribute implements reasonable technical and organisational measures to protect data accessed during engagements, but cannot guarantee absolute security and is not liable for data breaches that occur outside of its reasonable control.
12.5 Where required by applicable law (including GDPR-equivalent legislation where the Client or their customers are based in relevant jurisdictions), the parties may enter into a separate data processing agreement.

Article 13. Intellectual Property
13.1 Unless otherwise agreed in writing, The Tribute retains all intellectual property rights in its proprietary tools, methodologies, templates, frameworks, training materials, and pre-existing know-how used or developed in the course of delivering services.
13.2 Custom deliverables developed specifically for the Client (e.g., bespoke automation workflows, AI configurations, or documents created solely for the Client's project) transfer to the Client upon receipt of full payment for the relevant work.
13.3 Transfer of custom deliverables under Article 13.2 does not include The Tribute's underlying frameworks, generic templates, or reusable components, which remain the property of The Tribute and may be used in other client projects.
13.4 Upon full payment, and in cases where full IP transfer has not occurred under 13.2, the Client receives a non-exclusive, non-transferable licence to use the deliverables for the agreed purposes.
13.5 The Client warrants that materials and data provided to The Tribute do not infringe on any third-party intellectual property rights.
13.6 The Tribute may reference the existence of the engagement and use anonymised work results for portfolio, educational, case study, or promotional purposes, unless agreed otherwise in writing.

Article 14. Workshops and Events
14.1 These Terms apply to all workshop and masterclass engagements in addition to the general provisions above.
14.2 Cancellations by the Client must be received in writing. Cancellations made more than 14 days before the event are eligible for a full refund. Cancellations within 14 days of the event are non-refundable, but the Client may transfer their booking to another individual or reschedule subject to availability.
14.3 The Tribute reserves the right to cancel or reschedule a workshop if a minimum number of participants is not met or due to unforeseen circumstances. In such cases, the Client will receive a full refund or the option to reschedule.
14.4 Workshop materials provided to participants are for personal use only and may not be resold, redistributed, or used for commercial training purposes without written consent from The Tribute.
14.5 Recording of workshops by participants is not permitted without prior written consent from The Tribute.

Article 15. Force Majeure
15.1 Neither party is liable for delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, internet or infrastructure outages, government action, or third-party platform failures.
15.2 If force majeure continues for more than 60 days, either party may terminate the Agreement with written notice, without liability to the other party, other than for fees due for work already completed.

Article 16. Non-Solicitation
16.1 During the Agreement and for 12 months after its termination, the Client shall not directly or indirectly solicit, hire, or contract with any employee, contractor, or freelancer of The Tribute who was involved in the delivery of services to the Client.
16.2 If the Client wishes to engage such a person directly, the parties may agree in writing on a reasonable placement or transfer fee as an alternative to the prohibition in Article 16.1.

Article 17. Governing Law and Disputes
17.1 These Terms and all Agreements are governed by the laws of Aruba, unless otherwise agreed in writing.
17.2 Disputes shall be submitted to the competent court in Aruba, unless mandatory law requires otherwise.
17.3 Before initiating formal proceedings, parties agree to make a reasonable effort to resolve disputes through good-faith negotiation within 30 days of a written notice of dispute.