Terms and conditions

1Definitions

• aishaa: Senpai B.V., registered with the Dutch Chamber of Commerce (KvK) under number 98074644, provider of the platform.
• Platform: aishaa’s online software for customer contact, including associated apps, integrations and documentation.
• Customer: the organisation that enters into an agreement with aishaa for the use of the platform.
• User: a person who has access to the platform on behalf of the customer.
• Agreement: the arrangements between aishaa and the customer regarding the use of the platform, including these terms.
• Customer data: all data entered into the platform by the customer or its users, or processed on the customer’s behalf through integrations.

2Applicability

These terms apply to every offer by aishaa and to every agreement between aishaa and a customer. The platform is intended for business use. Deviations from these terms are only valid if agreed in writing. Purchasing or other terms of the customer do not apply, unless aishaa has expressly accepted them in writing.

3Formation of the agreement

An agreement is formed when the customer accepts an offer or quotation from aishaa, or when aishaa gives the customer access to the platform. An offer from aishaa is without obligation and is valid for the period stated in the offer. Obvious mistakes or clerical errors in an offer do not bind aishaa.

4The platform and right of use

For the duration of the agreement, aishaa grants the customer a non-exclusive and non-transferable right to use the platform for its own business operations, within the limits of the subscription taken out (such as the number of users and the functionality purchased).

The customer is not permitted to make the platform available to third parties, resell or rent it out, copy or imitate the software, or use the platform for purposes that conflict with the law or with these terms.

aishaa continuously develops the platform. We may add, change or replace functionality. If a change materially limits existing functionality for the customer, we will inform the customer in good time.

5Accounts and access

The customer is responsible for managing its own user accounts and for keeping login credentials confidential. The customer will report (suspected) unauthorised use of an account to aishaa as soon as possible. Actions performed through the customer’s accounts are attributed to the customer, unless the customer demonstrates that those actions are not attributable to it.

6Prices and payment

The current subscriptions and prices are listed on aishaa.co.uk or in the quotation the customer has received. All prices are exclusive of VAT, unless stated otherwise.

Payment is made in the manner and within the period stated on the invoice. In the event of late payment, aishaa may, after a payment reminder with a reasonable period, suspend access to the platform until payment has been received. Suspension does not release the customer from the payment obligation.

aishaa may change its prices. For existing agreements, a price change takes effect at the next renewal and is announced at least thirty days in advance.

7Availability, maintenance and support

aishaa strives to keep the platform continuously available, but does not guarantee uninterrupted availability. Maintenance that is expected to have a noticeable impact is scheduled outside office hours where possible and announced in advance. In the event of disruptions, we work to restore service as quickly as possible.

Support and implementation are provided from the Netherlands. The customer can get in touch with questions and disruptions via the channels aishaa makes available for this purpose.

8AI functionality

The platform contains functionality that uses artificial intelligence, such as reply suggestions, summaries and classifications. The following applies:

• AI output is an aid and may contain inaccuracies or omissions. The platform is set up so that an employee of the customer can review and adjust AI output before it is used.
• The customer remains responsible for the communication sent to its customers on its behalf, including where AI suggestions were used.
• The platform does not provide legal, financial or medical advice. Where the customer’s services are subject to professional or supervisory rules, assessment by an authorised employee of the customer remains required.
• aishaa does not use customer data to train AI models for the benefit of other customers, unless expressly agreed otherwise with the customer.

9Obligations of the customer

The customer uses the platform in accordance with the law, including privacy legislation and the rules on electronic communications. The customer ensures it has a valid legal basis for the data it processes in the platform and for the messages it sends via the platform. The customer indemnifies aishaa against third-party claims arising from use of the platform in violation of the law or these terms.

In the event of misuse of the platform (such as spam, infringement of third-party rights or disruption of the service), aishaa may suspend access in whole or in part. Where reasonably possible, aishaa will warn the customer first.

10Data, privacy and security

Customer data remains the property of the customer. aishaa processes personal data that the customer processes in the platform exclusively as a processor, on the customer’s instructions and on the basis of a data processing agreement. More information about security and privacy can be found at aishaa.co.uk/veiligheid-privacy.

aishaa takes appropriate technical and organisational measures to protect customer data, including strict separation of data between customer environments, access management and encryption. At the end of the agreement, aishaa enables the customer to export its own data and then deletes the customer data within a reasonable period, unless a statutory retention obligation applies.

11Intellectual property

All intellectual property rights in the platform, the associated software, documentation and the website rest with aishaa or its licensors. The customer only receives the right of use described in these terms. aishaa may freely use feedback or suggestions from the customer about the platform to improve its products.

12Liability

aishaa’s liability for damage arising from or connected with the agreement is limited per event (a series of connected events counting as one event) to the amount the customer paid to aishaa in the twelve months preceding the event.

aishaa is not liable for indirect damage, such as lost profits, missed savings, reputational damage or damage due to business interruption. Nor is aishaa liable for damage resulting from incorrect or unlawful use of the platform by the customer, from decisions the customer takes on the basis of AI output without the required review, or from disruptions in third-party systems connected by the customer.

The limitations in this article do not apply if the damage results from intent or deliberate recklessness on the part of aishaa, and not insofar as mandatory law precludes a limitation.

13Force majeure

aishaa is not required to fulfil obligations if this is impossible due to circumstances beyond its control, such as disruptions at hosting or telecom providers, power outages, cyberattacks or government measures. If a force majeure situation lasts longer than sixty days, either party may terminate the agreement in writing, without any obligation to pay compensation.

14Term and termination

The agreement is entered into for the subscription period agreed at the outset and is then tacitly renewed each time for the same period, unless either party terminates the agreement no later than one month before the end of the current period.

aishaa may terminate the agreement with immediate effect if the customer, despite a demand, fails to fulfil a material obligation, or if the customer is declared bankrupt or applies for a suspension of payments. At the end of the agreement, the right of use ends and article 10 applies to the customer data.

15Changes to these terms

aishaa may change these terms. We announce material changes to the customer at least thirty days before they take effect. If the customer does not accept a material change, the customer may terminate the agreement as of the date the change takes effect.

16Applicable law and disputes

The agreement and these terms are governed by Dutch law. The parties will first submit disputes to each other in order to reach a solution together. If that fails, the competent court of the place of establishment of Senpai B.V. has exclusive jurisdiction, unless mandatory law provides otherwise.

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