§ 0 Definitions
“Consulting services” refer to expert guidance, strategic input, process analysis, or advisory services that may or may not result in a technical deliverable.
“Implementation services” involve the setup, configuration or deployment of technical components, automations or AI agent logic.
“AI agents” are automated communication systems based on artificial intelligence (e.g. ChatGPT, Relevance AI), used in sales workflows.
“Third-party tools” include software or services provided by external vendors (e.g. Zapier, LinkedIn, Close CRM, Lemlist, OpenAI).
“Client” refers to any business customer contracting Premier Reels S.L. under these terms.
All services are B2B and non-consumer.
§ 1 Scope of Application
These terms apply to all contracts between Premier Reels S.L. (“Provider”) and business clients for consulting, implementation, and optional operation of AI-based sales systems.
They govern both advisory-only mandates and hybrid contracts including consulting, technical configuration, or automation setups.
Contradictory terms by the client are invalid unless explicitly accepted in writing.
These terms apply solely to entrepreneurs under §14 BGB (German Commercial Code) and are not intended for consumers under §13 BGB.
§ 2 Nature of Services
Unless explicitly stated otherwise in writing, all services are rendered as consulting services under a service contract ("Dienstvertrag") pursuant to Art. 1.544 et seq. BGB and do not constitute a contract for work ("Werkvertrag").
The Provider does not guarantee any specific commercial result, conversion rate, appointment quota, or financial ROI.
The Provider owes the careful and professional execution of agreed consulting or implementation tasks, not the achievement of a defined success.
Deliverables may include (but are not limited to):
- Strategic audits and workshops
- Prompt engineering or process logic
- Integration of third-party APIs
- Documentation or templates
- Operational guidance and performance analysis
Final decisions on implementation or application of advice rest solely with the client.
§ 3 Modular Service Areas
Services may consist of one or more of the following:
Strategic Consulting (sales structures, automation, positioning, team enablement)
Prompt & AI Logic Design (ChatGPT, WhatsApp Agents, LinkedIn flows)
Implementation (e.g. Zapier, CRM systems, Outreach tools)
Training & Onboarding (internal documentation, stakeholder enablement)
Operational Support (monitoring, performance checks, retainer-based ad-hoc support)
§ 4 No Guarantee of Success
The Provider delivers services based on industry standards, best practices and experience – not on guaranteed business outcomes.
Claims such as “qualified meetings,” “increased closing rates,” or “AI success rates” are project goals, not guaranteed deliverables.
The client is responsible for internal implementation of recommendations and cannot claim damages or refunds due to non-performance of internal staff or tools beyond the Provider’s control.
Each module is booked individually or as a combined scope, defined in the respective offer or service agreement.
§ 5 Duties of the Client
The client agrees to provide all necessary information, access, and approvals required for service delivery in a timely and complete manner.
Delays resulting from incomplete client cooperation shall not be attributed to the Provider.
If consulting or integration services are hindered by missing or incorrect data, the Provider may postpone or pause the service until resolved.
§ 6 Fees and Payment Terms
All services are offered at fixed prices or hourly rates defined in the respective offer.
VAT is not included unless explicitly stated.
Unless otherwise agreed, fees are due in advance or in milestones as defined in the invoice.
Consulting services already rendered or blocked by calendar are fully billable, even if no technical output follows.
There is no refund for time-based consulting or workshops once delivered, unless breach of contract by the Provider is proven.
§ 7 Intellectual Property & Usage Rights
All materials, documents, templates, strategies, AI flows or setup configurations remain the intellectual property of the Provider unless explicitly transferred in writing.
The client receives a non-exclusive, non-transferable, time-limited right of use for the agreed scope.
Commercial reuse, distribution or reverse-engineering is strictly prohibited.
Breaches may result in legal action and compensation claims.
§ 8 Confidentiality
Both parties agree to strict confidentiality regarding any shared data, business insights or internal information during and after the contractual period for at least 3 years.
§ 9 Data Protection & GDPR
Personal data is handled in compliance with GDPR and Spanish privacy law.
The Provider uses secure third-party services (e.g. GoCardless, Zapier, OpenAI) with appropriate data processing agreements.
Data hosting occurs in the EU or EEA.
A signed Data Processing Agreement (DPA) is available upon request if personal data processing is involved.
§ 10 Liability
The Provider’s liability is limited to intent and gross negligence.
No liability is assumed for results achieved, lost revenue, lost data, or tool downtimes.
Technical reliability of third-party tools (e.g. LinkedIn, Zapier, GPT) is not guaranteed and outside of the Provider’s control.
§ 11 Term and Termination
Unless agreed otherwise, all contracts run for 12 months and renew automatically unless cancelled with 30 days' notice.
One-off consulting sessions are excluded from automatic renewal.
Early termination by the client does not waive payment obligations for services delivered or booked.
§ 12 Governing Law and Jurisdiction
These terms are governed by Spanish law.
Jurisdiction is Barcelona, Spain.
§ 13 Reference Usage
The Provider may use the client’s name, logo, or project type for reference unless expressly denied in writing.
Quotes, testimonials or case studies will only be published with prior written approval.
The client may revoke public reference permission at any time in writing.
§ 14 Final Provisions
The place of performance is Barcelona, Spain.
Should individual provisions become invalid, the remaining terms remain enforceable.
The Provider may update these terms with 14 days’ notice. Continued use implies acceptance unless objected in writing.
Effective as of: 21 April 2025
Valid for all new and existing consulting contracts.