Terms and Conditions

These terms and conditions apply to all requests, offers, and agreements in which AIMAZE B.V. (hereinafter referred to as “AIMAZE”) acts as a seller of products or a provider of services. Deviations from these terms and conditions are permitted only if they are set forth in writing. The terms and conditions of AIMAZE’s counterparty, regardless of their name, do not apply.

AIMAZE and the other party are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS:

• AIMAZE is a software developer that, among other things, creates Digital Employees based on AI (Artificial Intelligence) and RPA (Robotic Process Automation). These employees are made available under the name AIMAZE Digital Employee.
• The other party wishes to use AIMAZE’s Digital Assistant to make it available to its users.
• AIMAZE is prepared to grant the other party’s users access to the Digital Employees via the AIMAZE platform under the terms and conditions set forth in this agreement.

Article 1 – Definitions

• Users: Employees, temporary workers, or business associates of the other party who are assigned a login by the other party.
• AIMAZE Digital Employee: A virtual employee that uses AI and RPA to perform tasks for the other party.
• AIMAZE Portal: The AIMAZE website (www.teamportal.ai) that provides access to the Digital Employee via a login.
• Activation Date: The date on which the logins are issued.
• Breach: A violation of AIMAZE’s intellectual property rights or any other failure by the other party to perform its obligations under the agreement.
• Effective Date: The date on which the agreement takes effect.
• Login: The username and password that allow a user to access the AIMAZE Digital Employee.
• Online tasks: The range of standard and custom tasks that can be performed by the Digital Assistant.
• Fee: The amount owed by the other party to AIMAZE for the use of the Digital Employee.
• Virus: Any malicious program or file that adversely affects the operation of software, hardware, or networks.

Article 2 – The AIMAZE Digital Employee

2.1 AIMAZE provides the Digital Employee to the other party in exchange for payment of the agreed-upon fee. This Digital Employee is made available to the other party’s users.

2.2 Although AIMAZE makes every effort to ensure that the Digital Employee is available at all times, disruptions may occur. AIMAZE is not liable for any interruptions or errors, but will do its best to resolve any issues as quickly as possible.

2.3 AIMAZE provides each user with a unique login, which grants access to the Digital Employee.

Article 3 – Duration and Scope of the Service

3.1 At the start of the agreement, AIMAZE will deliver the Digital Employee as described in the sales order. This applies only to the specific number of users and the assigned Digital Employees.

3.2 The service begins as soon as AIMAZE has provided the login credentials to the other party and payment has been completed.

3.3 The agreement is entered into for a term of one month and is automatically renewed for successive one-month periods thereafter, unless one of the parties terminates the agreement in writing with at least one month’s notice. An exception to this is the “Future Shaper” agreement, which is entered into for a minimum term of 12 months.

Article 4 – Expansion and Renewal

4.1 During the term of this agreement, the other party may place additional orders in order to:

• a. Increase the number of available Digital Employees per user.
• b. Grant more users access to the Digital Employee.
• c. To extend the term of the service for a user.

4.2 Additional orders are processed by creating a new sales order.

4.3 AIMAZE reserves the right to accept or reject additional sales orders. Acceptance is confirmed by an invoice.

4.4 The expansion or renewal takes effect as soon as AIMAZE has accepted the order and, if necessary, has activated new logins or features.

4.5 The duration of additional services is governed by the same rules as the original service.

Article 5 – Payment

5.1 The other party shall pay the fee as agreed in the sales order.

5.2 Separate fees will be charged for additional Digital Employees, as specified in the sales order. The new roles or logins will be activated after payment of the additional amount.

5.3 AIMAZE charges a one-time onboarding fee. This fee is non-refundable and must be paid within 14 days of the invoice date.

5.4 Refunds for fees already paid are not possible.

Article 6 – Obligations of the Other Party

6.1 The other party must ensure that:

• a. Each user receives only one login.
• b. Logins must not be shared with third parties.

6.2 The other party warrants that users will not distribute malicious files or viruses via the Digital Employee. If this does occur, AIMAZE may immediately suspend access.

6.3 The other party warrants that users:

• a. Do not infringe on the rights of third parties.
• b. Use the Digital Employee in accordance with all applicable laws.
• c. Do not use the Digital Employee to develop competing products.
• d. Follow AIMAZE's instructions when using the service.

6.4 AIMAZE reserves the right to suspend access to the Digital Employee in the event of:

• a. Use that violates the agreement or AIMAZE’s guidelines.
• b. Abuse that has a negative impact on AIMAZE’s systems or services or those of other customers.
• c. Use that violates applicable laws or the rights of third parties.

6.5 The other party is required to immediately report any instances of misuse or violation to AIMAZE upon discovery. AIMAZE may take measures to prevent further damage or violations.

6.6 Logins must be managed carefully. The other party is responsible for all activities that take place under an issued login.

6.7 AIMAZE and the other party agree to comply with the European AI Regulation (AI Act). The other party is responsible for using the Digital Employees in accordance with the AI Act and all other applicable laws and regulations.

Article 7 – Intellectual Property Rights

7.1 All intellectual property rights relating to the Digital Employee, including software, designs, documentation, and any improvements, remain the property of AIMAZE.

7.2 The other party is not authorized to copy, modify, or otherwise use the Digital Employee except as provided for in the agreement.

7.3 If a third party is found to be infringing on AIMAZE’s rights, the other party is obligated to report this immediately and to support AIMAZE in this matter.

7.4 The other party may not take any actions that could compromise the operation or security of the Digital Employee.

Article 8 – Term and Termination of the Agreement

8.1 The agreement is entered into for an initial term of one month, unless otherwise specified in the sales order. Thereafter, the agreement is automatically renewed for successive one-month periods.

8.2 Either party may terminate the agreement in writing, subject to a notice period of at least one month.

8.3 AIMAZE reserves the right to terminate the agreement immediately in the event of:

• a. A material breach of obligations by the other party.
• b. Bankruptcy, suspension of payments, or liquidation of the other party.
• c. Use of the Digital Employee in violation of applicable laws and regulations.

8.4 Upon termination of the agreement, provisions that, by their nature, are ongoing—such as those relating to payments, confidentiality, and intellectual property rights—shall remain in effect.

Article 9 – Confidentiality

9.1 The parties agree to treat any confidential information they receive in connection with this agreement with due care and not to disclose it to third parties without the other party’s consent.

9.2 The other party is responsible for implementing reasonable measures to protect AIMAZE’s confidential information from unauthorized access.

9.3 The confidentiality obligation shall remain in effect after the termination of the agreement.

9.4 Exceptions to the duty of confidentiality apply if:

• a. The information is already publicly available.
• b. The information was lawfully provided to the other party by a third party.
• c. Disclosure is required by law or regulation.

Article 10 – Liability

10.1 AIMAZE is liable only for direct damages resulting from an attributable breach of the agreement.

10.2 AIMAZE’s total liability is limited to an amount equal to the fees paid by the other party during the relevant contract year.

10.3 AIMAZE is not liable for indirect damages, such as loss of profits, loss of data, or consequential damages.

10.4 Limitations of liability do not apply in cases of willful misconduct or gross negligence on the part of AIMAZE or its executive staff.

Article 11 – Miscellaneous Provisions

11.1 Amendments to the agreement are valid only if they are agreed upon in writing.

11.2 If any provision of the agreement is found to be void or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall consult with each other to agree on a replacement provision that most closely approximates the original intent.

11.3 The agreement is governed exclusively by Dutch law.

11.4 Any disputes arising out of or in connection with this agreement shall be submitted to the competent court of the Oost-Brabant District Court.