General Terms and Conditions
1. Definitions
1.1 In these Terms, words written with capitals and not defined elsewhere shall have the meaning set forth below:
1.1.1 Affiliate(s): Any entity controlling, controlled by, or under common control with a party, including but not limited to executive officers, directors, majority stockholders, subsidiaries, parent entities, and/or sister companies.
1.1.2 Aggregated Insights: Analyses, know-how, methodologies, processes, patterns, or improvements derived from aggregated, de-identified, or otherwise non-personally identifiable data, usage patterns, feedback, prompts, or other interactions collected from multiple clients or users of the Service. Aggregated Insights do not include any proprietary Information of any individual Client.
1.1.3 Business Day: Any weekday (Monday to Friday) other than a public holiday in the Netherlands.
1.1.4 Business Hours: The hours of 09:00 to 17:00 CET on a Business Day.
1.1.5 Client: The legal person or natural person acting in the exercise of a business or profession that has submitted a Subscription Request to AIAIAI or entered into a Subscription or contract for services with AIAIAI.
1.1.6 Client Data: All data, works, and materials uploaded or transmitted to the Service by the Client or generated as a result of the Client’s use of the Service, excluding analytics data, Aggregated Insights, and server log files.
1.1.7 Confidential Information: Any and all information or data relating directly or indirectly to AIAIAI and/or the Service, disclosed in writing, orally, or electronically, whether designated as confidential or not, and including but not limited to Intellectual Property, technical or business information, methodologies, software, or documentation. Aggregated Insights, as defined herein, do not constitute Client’s Confidential Information.
1.1.8 Credentials: The usernames, passwords, and other credentials enabling access to the Service.
1.1.9 Force Majeure: An event outside the reasonable control of AIAIAI, including but not limited to failures of the Internet or public telecommunications networks, hacker attacks, denial of service attacks, malicious software attacks, power failures, industrial disputes, acts of war or terrorism, disasters, pandemics, fires, floods, riots, or changes to the law.
1.1.10 GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679).
1.1.11 Intellectual Property: All intellectual property rights, whether registered or unregistered, including but not limited to patent rights, copyrights, database rights, design rights, trademarks, trade names, know-how, and trade secrets.
1.1.12 Service: AIAIAI®, a AI-driven SaaS solutions and services provided by AIAIAI B.V. to the Client, including ongoing improvements derived from Aggregated Insights and industry-standard processes.
1.1.13 Subscription: The agreement for the provision of the Service to the Client following acceptance of a Subscription Request by AIAIAI.
1.1.14 Subscription Request: The request by a Client to subscribe to the Service through AIAIAI’s platform (client.aiaiai.eu), the website (aiaiai.eu), via support channels or via email.
1.1.15 Subscription Type: The specific subscription model and corresponding Fee(s) as further detailed on the AIAIAI website.
1.1.16 Support: Support in relation to the use and maintenance of the Service, excluding consultancy services not agreed upon separately.
1.2 Unless the context indicates otherwise, the singular includes the plural and vice versa.
2. General
2.1 These Terms apply to all offers, quotes, Subscription Requests, Subscriptions, and related agreements with AIAIAI. By submitting a Subscription Request or otherwise accessing or using the Service, the Client agrees to these Terms. These Terms and any accepted Subscription Requests constitute the entire agreement between the parties regarding the Service, superseding prior oral or written agreements to the extent applicable.
2.2 The applicability of any purchase terms or other general conditions of the Client is expressly rejected. Additions or deviations from these Terms are only binding if agreed upon in writing by AIAIAI.
2.3 If any provision of these Terms is deemed invalid or unenforceable, this shall not affect the remaining provisions. AIAIAI may replace the invalid provision with one that is valid and closely reflects the intention of the original.
2.4 AIAIAI may unilaterally amend these Terms. Any such amendments apply to subsequent offers, subscriptions, or other legal relationships. If the Client objects to the amended Terms, it must notify AIAIAI in writing. The Client may continue the Subscription for the remainder of the current term under the unamended Terms. Any renewal of the Subscription will be under the amended Terms.
2.5 These Terms are intended to also benefit all Affiliates, directors, employees, and third parties engaged by AIAIAI, as third-party beneficiaries within the meaning of Book 6, Section 253 of the Dutch Civil Code.
3. Subscription
3.1 Upon acceptance of a Subscription Request, AIAIAI will set up and configure the Service for the Client’s use and provide necessary Credentials within two business days upon request by AIAIAI.
3.1 Dates and timelines specified by AIAIAI are target estimates only and non-binding.
3.2 Following acceptance of the Subscription, the Client will upload Client Data and grants AIAIAI a non-exclusive, worldwide, sub-licensable license to copy, store, process, adapt, and use Client Data (including data designated as “HR” or “personal”) within the Client’s environment on the Service to provide and improve the Service.
Third-Party Hosting Services
4.1 If the Subscriber requests that the Service be hosted on the Subscriber’s own private cloud infrastructure, the Subscriber shall be solely responsible for all aspects of that hosting environment. This includes, but is not limited to, ensuring appropriate security measures, compliance with applicable laws and regulations, managing performance and availability, and covering all related costs. AIAIAI shall not be liable for any downtime, breaches, or issues arising from the Subscriber’s chosen hosting infrastructure. The Client is responsible for ensuring that its systems meet the minimum requirements for interoperability with the Service.
4.2 AIAIAI does not warrant compatibility with third party software or systems.
4.3 The Client is responsible for selecting and accepting the conditions of a third-party cloud service provider on which the Service may run. If the Client does not select such a provider, AIAIAI will arrange for the Service to be hosted in a separate Microsoft Azure cloud environment under conditions determined by AIAIAI. AIAIAI shall not be liable for any downtime, security issues, or failures attributable to the chosen cloud provider.
5. Fees And Payment
5.1 The Client shall pay the Fees associated with the chosen Subscription Type and any other agreed charges.
5.2 All Fees are exclusive of VAT and other levies, unless stated otherwise.
5.3 Fees are due monthly in advance. Payments shall not be suspended or set off by the Client.
5.4 Invoices are payable within fourteen (14) days of the invoice date.
5.5 AIAIAI’s administration and records serve as conclusive evidence of Fees owed.
5.6 AIAIAI may adjust periodic Fees annually, up to a maximum of 15%.
5.7 Late payment will incur statutory commercial interest. If after notice of default the Client fails to pay, AIAIAI may engage third parties for collection, and the Client shall reimburse all associated costs.
5.8 AIAIAI may suspend or limit the Client’s access to the Service until outstanding Fees are paid.
5.9 If the Client consists of multiple entities, all such entities are jointly and severally liable for payment.
5.10 Additional Features, Modules, and Users, Whenever the Client, through any of its designated administrative users on the Service, requests additional features, modules, or user accounts, the corresponding incremental subscription Fees shall be invoiced immediately and paid upfront. AIAIAI is not responsible for verifying internal authorizations or decision-making protocols within the Client’s organization. Any request made by an administrator within the Client’s AIAIAI environment shall be deemed valid and binding for billing purposes.
6. Use Of The Service
6.1 The Client shall not use the Service in any manner that harms or impairs the Service.
6.2 The Client warrants that it will: (a) Use the Service only for internal business and client services purposes;
(b) Comply with all applicable laws and regulations;
(c) Not sublicense, lease, sell, rent, reverse-engineer, or otherwise improperly exploit the Service;
(d) Not upload malicious code or violate third-party rights;
(e) Not engage in unauthorized data scraping or circumvent security measures.
6.3 AIAIAI may remove or restrict access to any content that violates these Terms and may immediately suspend or terminate access in such cases.
6.4 AIAIAI reserves the right to modify, discontinue, or terminate parts of the Service without prior notice.
6.5 The Client or Subscriber is solely responsible for how it and its end-users use and interpret results derived from the AIAIAI Service.
6.6 AIAIAI is not responsible for verifying or validating Client Data or any outcomes resulting from the Service’s AI-driven functionalities. The Client shall indemnify AIAIAI against any claims arising from its misuse of the Service or violation of these Terms.
Warranties
7.1 The Service is provided “AS IS” and “AS AVAILABLE.” AIAIAI does not warrant uninterrupted or error-free operation.
7.2 AIAIAI may engage Affiliates or third parties to perform Support, product development, security or related services.
7.3 AIAIAI will use commercially reasonable efforts to maintain the Service’s availability, excluding downtime for maintenance or Force Majeure events.
7.4 AIAIAI may temporarily suspend or limit the Service for maintenance, updates, or upgrades.
7.5 Support requests will be handled within reasonable timeframes on Business Days during Business Hours. AIAIAI does not guarantee resolution times or outcomes.
Intellectual Property Rights
8.1 All Intellectual Property Rights in and related to the Service vest exclusively in AIAIAI or its licensors. The Client acquires only those rights of use explicitly granted in these Terms.
8.2 All rights of use granted to the Client are non-exclusive, non-transferable, non-sublicensable, and limited to internal business use of the Service for the duration of the Subscription.
8.3 The Client’s right of use is subject to the timely payment of all applicable Fees. If a periodic payment obligation applies, the Client is entitled to use the Service only for as long as it continues to meet such payment obligations.
8.4 The Client shall not remove or amend any Intellectual Property-related notices from the Service, documentation, or related materials provided by AIAIAI.
8.5 The Client acknowledges and agrees that AIAIAI may use the Client’s name, logo, and general use-case references for marketing and promotional purposes, unless otherwise agreed in writing.
8.6 AIAIAI may utilize publicly available or industry-homogenous processes, patterns, functionalities, integrations, and data that are not owned by any single Client or third party to enhance and improve the AIAIAI Service. Such industry-standard elements, including functionalities or integrations initially developed in collaboration with one Client, may be deployed or adapted for the benefit of other Clients, provided that no Client’s Confidential Information is disclosed. The Client understands and agrees that no single Client holds exclusive rights to these industry-standard elements, and that AIAIAI remains free to re-use and implement them across its Client base. This provision applies to all such developments and improvements included within the Subscription Fees paid by Clients.
8.7 Unless expressly agreed otherwise in writing, no Client obtains exclusive or proprietary rights to any developments, enhancements, features, or functionalities that AIAIAI creates, adapts, or refines in the course of providing the Service and access to the AIAIAI Service to any Client. AIAIAI shall at all times retain full Intellectual Property Rights in and to the Service, including all enhancements, modifications, and Aggregated Insights, whether or not those developments, enhancements, features, or functionalities are included within the Subscription Fees.
8.8 Clients may request that AIAIAI, or a third-party integrator engaged by AIAIAI or the Client, develop certain custom functionalities, such as Workers, Assistants, or custom integrations, that are not included in the standard scope of the Subscription. Such requests shall be agreed upon in writing. If the resulting custom functionalities are paid for in full by the Client, the Client shall own all customer-specific processes, data, or code developed specifically for the Client’s unique use case. This ownership does not extend to Aggregated Insights, industry-homogenous processes, or publicly available/non-proprietary data sources, all of which remain the property of AIAIAI or may be freely utilized by AIAIAI in accordance with these Terms.
Confidential Information
9.1 Each Party shall treat as strictly confidential all Confidential Information received from the other Party and shall use such Confidential Information solely to the extent necessary for performing its obligations and exercising its rights under these Terms, or as otherwise expressly permitted herein.
9.2 The confidentiality obligations shall not apply to any information that:
(a) is or becomes publicly available without breach of these Terms;
(b) was lawfully known to the receiving Party without an obligation of confidentiality prior to its disclosure by the disclosing Party;
(c) is lawfully furnished to the receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the receiving Party without use of or reference to the Confidential Information; or
(e) must be disclosed by law, regulation, or order of a court or government authority, provided that the Party required to disclose the information shall provide prompt written notice to the other Party to enable it to seek a protective order or otherwise prevent or limit such disclosure.
9.3 The Client acknowledges that the AIAIAI Service operates as a multi-tenant SaaS platform and that AIAIAI continuously seeks to improve and evolve the functionality and Service of the AIAIAI Service using Aggregated Insights derived from the usage of multiple clients. These Aggregated Insights, improvements, methodologies, or standard features developed in this manner shall not be considered Confidential Information of any single Client. No Client obtains exclusive rights to functionalities, improvements, or methodologies made available as part of these standard features. Accordingly, the sharing, use, and further development of such Aggregated Insights and standard features shall not constitute a breach of any confidentiality obligations owed to any individual Client.
9.4 Upon termination of the Subscription, each Party shall destroy or return any Confidential Information of the other Party, unless statutory obligations require further retention. Each Party shall continue to observe the confidentiality measures set out herein for as long as the Confidential Information remains confidential.
9.5 The obligations in this Clause 8 survive any termination or expiration of the Subscription or these Terms.
Data Protection
10.1 To the extent personal data is processed on behalf of the Client, AIAIAI acts as a Processor under the GDPR.
10.2 Where no separate data processing agreement exists, the following applies:
(a) AIAIAI processes personal data solely upon Client’s instructions and not for its own purposes without a lawful basis.
(b) The Client warrants the lawfulness of instructions and indemnifies AIAIAI against claims arising from unlawful instructions.
(c) AIAIAI may engage sub-processors with similar data protection obligations.
(d) AIAIAI assists the Client in fulfilling data subject rights requests and conducting DPIAs, at the Client’s expense if not required by law.
(e) AIAIAI may transfer personal data outside the EEA in compliance with applicable law.
(f) AIAIAI implements appropriate technical and organizational measures for data security.
(g) AIAIAI notifies the Client without undue delay if it b
Term And Termination
11.1 The Subscription commences for the initial term as specified in the Subscription Agreement and shall thereafter automatically renew for successive periods equal in length to the initial term unless terminated by written notice at least one (1) month prior to the end of the then-current term. The initial and any subsequent renewal terms, including their durations, shall be documented and confirmed in the Subscription Agreement signed by the Client.
11.2 During the Subscription, the Client may request an upgrade of its Subscription Type. Fees adjust accordingly; the Subscription term remains unchanged.
11.3 AIAIAI may terminate the Subscription immediately if the Client becomes insolvent, files for bankruptcy, or ceases operations.
11.4 Upon termination, the Client’s right to use the Service ceases. No refunds are provided, and outstanding Fees are immediately due.
11.5 Termination does not affect rights and obligations accrued before termination.
Liability And Indemnification
12.1 AIAIAI’s total aggregate liability, whether arising from contract or any other cause of action, is limited to direct damages not exceeding the total Fees paid by the Client in the six (6) months preceding the event giving rise to liability or the amount covered by AIAIAI’s liability insurance, whichever is lower.
12.2 AIAIAI is not liable for indirect or consequential damages, loss of profit, revenue, goodwill, data, or business interruptions, nor for errors resulting from data provided by the Client or third parties, including publicly available data sources.
12.3 Liability exclusions do not apply to willful misconduct or gross negligence by AIAIAI’s executive management.
12.4 AIAIAI is not in default if prevented from performance by Force Majeure.
12.5 Any claim for damages must be reported in writing to AIAIAI within ten (10) days of discovery. Claims lapse if not brought before a competent court within six (6) months of occurrence.
12.6 The Client indemnifies AIAIAI against third-party claims arising from misuse, improper use, or violation of law or third-party rights by the Client or its end-users.
Applicable Law And Disputes
13.1 These Terms are governed by Dutch law. The Vienna Sales Convention (CISG) is excluded.
13.2 Disputes shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.
Usage Monitoring And Development Rights
14.1 AIAIAI reserves the right to observe, review, and otherwise analyze interactions and related use of the AIAIAI platform, including but not limited to prompts, user inputs, and associated data, as reasonably necessary to maintain or improve the Service. Such observations shall not extend to functionalities or activities explicitly designated as “HR” or “personal,” as defined by AIAIAI’s policies or agreements, which shall remain excluded from any such monitoring for developmental or analytical purposes.
14.2 The Parties acknowledge that AIAIAI may derive, utilize, and apply insights gained from usage patterns, prompts, and requests generated by Users, Clients, or Partners within the AIAIAI platform. These insights may be employed to refine, modify, adapt, enhance, develop, or otherwise improve existing or prospective functionalities, features, and performance aspects of the Service, including but not limited to advancements in platform capability, user experience, and overall service offerings.
14.3 To the extent permissible by applicable law, AIAIAI may integrate, adapt, or incorporate methodologies, processes, and data sets that are not proprietary owned by the Client, User, or Partner, including but not limited to standard industry procedures and publicly or semi-publicly available information. Such non-exclusive resources may be utilized to inform the creation, modification, or enrichment of functionalities and offerings provided through the AIAIAI platform.
14.4 No third party, including integrators, external developers, or other external contributors, shall obtain or retain exclusive proprietary rights to any functionality, integration, or data source developed or deployed in connection with the AIAIAI platform, regardless of the origin of such functionality or integration. AIAIAI reserves the right, at its sole discretion, to reproduce, replicate, refine, or construct functionalities, integrations, or analogous solutions inspired by or derived from any contributions made by Clients, Users, Partners, or third-party integrators, without obligation to provide compensation, attribution, or any other form of consideration, unless expressly agreed otherwise in a written instrument executed by AIAIAI.
