General Terms & Conditions

1. Applicability of the General Terms and Conditions

• The General Terms and Conditions apply to any Service Agreement between Nance and the Customer and any other services delivered by Nance to the Customer.
• Nance expressly excludes the applicability of supplementary and/or deviating terms and conditions of the Customer and/or third parties.
• Deviations from these General Terms and Conditions are only possible if Parties explicitly agree upon this in writing.
• The Customer is not allowed to transfer its rights derived from these General Terms and Conditions and/or the Service Agreement to third parties without prior written consent of Nance.
• Nance retains the right to make changes to the General Terms and Conditions. Nance will inform the Customer timely of those changes by sending a notification to the Customer about the updated terms and conditions.

2. Rates and Payment Terms

• The Service Agreement contains the services that Nance will deliver to the Customer, including the corresponding rates and payment terms that Parties have agreed on.
• Nance retains the right to change the rates it charges for its services. Such changes shall be communicated to the Customer in a timely manner.
• All sums payable under the Service Agreement shall be paid in Euros (€), unless otherwise agreed by Parties.
• The Customer has the option to pay through a credit card, bank transfer or automatic debits.
• If the Customer does not pay through a credit card or automatic debits, payment of the net amount outstanding on the invoice is due thirty (30) calendar days after the date of the invoice.
• If the Customer fails to meet its payment obligations in accordance with the Service Agreement, it is legally in default and Nance shall be entitled, without prejudice to any other right or remedy it may have, to cancel or suspend delivery of the agreed services under the Agreement between Parties.
• If the Customer refuses to cooperate with the performance of the Service Agreement, it is still obliged to meet its financial obligations to Nance.
• Nance will send one (1) payment reminder to the Customer if the Customer has not paid within the payment term. Payment should be due fourteen (14) calendar days after the date of the payment reminder. Otherwise, Nance will proceed to extrajudicial collection. The costs for extrajudicial collection and statutory interest will be recovered from the Customer.
• In the event of liquidation, bankruptcy, attachment of suspension on behalf of the Customer, claims of Nance on the Customer are immediately due and payable.

3. Term and Termination

• The term of the Service Agreement (the "Term") shall be specified in the applicable Service Agreement between Parties.
• Upon expiry of the Term, the Service Agreement shall automatically renew for another Term, unless otherwise agreed in writing.
• Either Party may terminate the Service Agreement after expiry the Term by giving one (1) month's prior written notice to the other Party, unless otherwise agreed in writing.
• Both Parties may terminate the Service Agreement immediately by written notice if and insofar facts become known that make further performance of the Service Agreement impossible.
• Either Party may terminate the Service Agreement with immediate effect by written notice in the event of a material breach by the other Party that is not remedied within thirty (30) days after receipt of written notice describing such breach in reasonable detail. Nance may furthermore terminate the Service Agreement with immediate effect if the Customer is declared bankrupt, applies for suspension of payments, ceases its business operations, or otherwise becomes insolvent. Termination of the Service Agreement does not release the Customer from its obligation to pay for services already delivered, nor affects any other accrued rights or remedies of Nance.
• After termination of the Service Agreement, Nance will discontinue the delivery of any services to the Customer. The Customer retains 30 days to export its data from Nance.

4. Service Levels

• Nance shall make reasonable efforts to ensure that its solution is available for use by the Customer without interruptions. Nance aims to achieve a high level of uptime and continuity but does not provide any binding service level guarantees, unless expressly agreed otherwise in writing.
• The Customer acknowledges that Nance's solution may be temporarily unavailable due to maintenance, updates, or other technical work required to ensure proper operation or improvement of the solution. Nance will, where reasonably possible, perform such maintenance outside of regular business hours and will notify the Customer in advance of any expected service interruptions.
• Nance cannot be held liable for unavailability of the solution caused by circumstances beyond its reasonable control, including but not limited to network outages, internet failures, hosting provider incidents, or force majeure events.
• Nance will use reasonable efforts to restore availability of the solution as soon as reasonably practicable in case of any unplanned service interruption.

5. Fair Use Policy

• The Customer shall use Nance's solution, including the underlying AI models and any token-based functionality, in a reasonable manner and in line with the purpose of the Service Agreement. Nance monitors token usage to prevent abuse and disproportionate use. If the Customer's token consumption materially exceeds the normal or expected usage for the agreed services ("Excessive Use"), Nance is entitled to (i) notify the Customer thereof, (ii) request the Customer to reduce its usage, (iii) charge additional fees for the Excessive Use in accordance with Nance's then-current rates, and/or (iv) temporarily limit, throttle or suspend access to the solution to the extent necessary to protect Nance from disproportionate costs. Nance will not exercise these rights unreasonably and will, where reasonably possible, first consult with the Customer before implementing restrictive measures.

6. Intellectual Property Rights

• Nance and its affiliates retain the intellectual property rights, such as copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights on all software and any other materials related to the solutions and services it delivers to the Customer under the Service Agreement.
• The Customer retains the ownership and any related intellectual property rights of all customer data, internal processes, documents and information it provides to Nance.
• Nance retains the intellectual property rights on workflow logic. The Customer retains the intellectual property rights on the underlying business rules and configurations.
• Nance keeps improving its solution and keeps adding new features. Nance obtains all intellectual property rights on all those modifications, changes, customization or improvements to its software and any other products materials relating to its solution, also if they result from suggestions or input from, or are requested by, the Customer, unless Parties have agreed otherwise.
• The Customer is not allowed to copy or reproduce any of the materials protected by intellectual property rights, or make them available to third parties, without prior written permission of Nance. Nance is allowed to claim compensation when the Customer violates this provision.
• The Customer indemnifies and holds Nance harmless from any third-party claims resulting from any infringement of Nance' intellectual property rights by the Customer.
• In case the Service Agreement will be terminated, the provisions of this article remain valid.

7. Liability

• Nance is only liable for damages or losses under or in connection with the Agreement if and insofar as those damages or losses are caused by intent or gross negligence by Nance.
• If Nance is liable for damages or losses under or in connection with the Agreement, it is only liable for direct damages or losses that result from or is related to the execution of the Service Agreement, such as the reasonable costs related to personal injury, property damage or repair costs that result from the event that caused liability. Nance shall not be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of savings, loss of goodwill, business interruption, corruption or loss of data, or any other non-material damages.
• The total liability of Nance shall in no event exceed the total amount paid by the Customer to Nance over the last 12 months.
• The Customer shall indemnify Nance against all claims by any third parties for any loss or damage or expense resulting from any breach of the Customer's obligations under the Service Agreement.
• Nance's liability for an attributable failure arises only if the Customer promptly and properly notifies Nance in writing of the default, allowing a reasonable period to remedy the breach, and Nance remains in default after that period.
• Nance is not liable for any damages or losses caused by third party services.

8. Complaints

• If the Customer believes that Nance fails in the performance of the Service Agreement or the delivery of any other services related to the Service Agreement, the Customer must file a complaint within 14 days after discovery of the shortcomings in writing. After those 14 days, the right to file a complaint expires and Nance is not obliged to take the complaint into consideration anymore. The complaint must be sent to [email protected].
• Nance will respond to the complaint as soon as possible, but no later than 14 days after having received it. If it is not yet possible for Nance to formulate a substantive reaction within 14 days, it will confirm receipt of the complaint and give an indication of a reasonable term within which it expects to give a substantive reaction to the complaint.
• The complaint must contain a detailed description of the shortcomings, so Nance is able to assess the complaint on its correctness adequately.
• If the complaint is grounded, the Customer must give Nance a reasonable amount of time to resolve the complaint. Nance will try to give an estimate of what is considered a reasonable amount of time regarding this complaint.
• Filing a complaint doesn't give the Customer the right to suspend or cancel payments and/or other obligations arising out of or in connection with the Service Agreement.

9. Force Majeure

• If the performance of the Service Agreement or any obligation under the Service Agreement is prevented, delayed, restricted or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), the Party that is unable to carry out its obligations is not liable if (i) it promptly notifies the other Party of the Force Majeure event and its expected duration, and (ii) uses reasonable endeavors to minimize the effects of that event.
• Force Majeure may include, but is not limited to, fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, national emergencies, insurrections, riots or wars, strikes, power failures, pandemics and other circumstances that are beyond the Party's control.
• If, due to Force Majeure, a Party is unable to perform an obligation under the Agreement or is delayed in or prevented from performing its obligations under the Agreement for a continuous period of more than 90 days, the other Party may terminate the Agreement on notice. Otherwise, the Agreement shall continue in full force and effect.

10. Confidentiality

• With the exception of the information mentioned in article 11, Parties will keep the information they receive from each other in relation to the Service Agreement, in whatever form, confidential when they know or can reasonably expect that the information is secret or confidential or when they can expect that disclosure of the information may cause damage to the other Party.
• Parties will take all necessary measures to ensure that their personnel or other third parties that work on their behalf keep the information referred to in paragraph 1 confidential.
• Agreements, advice, opinions and other documentation provided by Parties that are made available in relation to the Service Agreement are confidential. Parties will use these agreements, advice, opinions and other documentation only for the predetermined means.
• Parties will protect confidential information against loss, destruction or damage by taking adequate technical and organizational measures.
• The duty to confidentiality does not apply to information which was already made public or which became public after the receiving Party received the information, without being the result of a violation of the receiving Party's duty to confidentiality.
• The duty to confidentiality does not apply when Parties are held to make information public due to a legal obligation.
• In case the Service Agreement will be terminated, the provisions of this article remain valid.

11. Marketing and Customer References

• Nance may use the Customer's name and logo for marketing and promotional purposes, including but not limited to Nance's website, social media, presentations and pitch decks.
• If the Customer objects the use of its name and logo for the purposes mentioned in article 11.1, it must notify Nance in writing. Upon receipt of such writing, Nance will cease further use of the Customer's name and logo immediately.

12. Privacy, Data Protection and Data Ownership

• Nance shall comply with all of its obligations under the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, or "GDPR") and shall only carry out personal data processing for the purposes of providing the services in accordance with the Service Agreement.
• For the processing of personal data provided by the Customer, Nance acts as the data processor. A separate Data Processing Agreement is part of the Service Agreement and contains a detailed description of how Nance processes personal data.
• All data which Customer uploads in Nance or gathers through Nance ("Customer Data") are and will remain to be fully and wholly owned by Customer and its licensors. Nance will solely use the Customer Data for providing its services to the Customer.
• Nance may derive product functionality that is generated through the Customer's use of Nance to improve its services.
• Customer Data will not be used to train generic AI models.

13. Miscellaneous

• If any provision of the Service Agreement is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of the Service Agreement but (except to that extent in the case of that provision) it and all other provisions of the Service Agreement shall continue in full force and effect, their validity, legality and enforceability shall not be thereby affected or impaired and the Parties shall use their best endeavors to agree on a valid and enforceable provision which shall reflect their original intent as much as possible.
• The Service Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Service Agreement.
• Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, Parties may assign this Agreement to an affiliate or successor entity provided that such assignment shall not adversely affect the rights of the other Party.
• The Service Agreement and all documents to be entered into pursuant to or coincidentally with the Service Agreement, supersede any prior discussions, understanding and agreements (both oral and written) between the Parties, and the Service Agreement constitutes the entire and only agreement between the Parties relating to the subject matter of this Service Agreement.

14. Governing Law and Jurisdiction

• The Agreement shall be governed by, construed and take effect in accordance with the laws of the Netherlands.
• Any disputes which may arise out of or in relation with the Agreement, and which cannot be settled amicably, shall be brought before the competent court of Amsterdam, unless otherwise agreed.