Terms of Use
These terms and conditions (the “License Terms”) are entered into by execution of an Order Form referencing these License Terms (each an “Order Form” and together with these License Terms the “Agreement”) between Neximu BV, trade name askRobin, registered at the Chamber of Commerce (KvK) with number 91071232, address Govert Flinckstraat 406H, 1074CJ Amsterdam, and you (the “Customer”).
This Agreement governs the provision by askRobin to Customer of the web-based software as a service as described at https://askrobin.ai (the “Services”), as updated by askRobin at the Company’s sole discretion.
Subject to payment of the applicable Fees, the restrictions set out in this clause and these License Terms and the applicable Order Form, askRobin hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the applicable Services in the Territory in accordance with this Agreement.
Except as expressly permitted in the Agreement or as may be permitted by applicable law, Customer shall not and shall procure that its Authorized Users shall not:
make alterations to, or modifications of, the whole or any part of the Services or permit the Services or any part of them to be combined with, or become incorporated in, any other programs;
disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing;
provide, commercially exploit or otherwise make available the Services in any form to any person, unless stated otherwise in this Agreement;
access all or any part of the Services in order to build a product or service which competes with the Services;
use the Services to provide services to third parties; or
access or use the Services for any illegal activities.
Service Levels and Support Services
askRobin will use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for planned or emergency maintenance. askRobin will use reasonable endeavors to give Customer prior notice of such maintenance. However, no rebate or other compensation shall be due to the Customer for any downtime or inaccessibility of the Services for any reason, including negligence on the company’s part.
Charges and Payment Terms
Customer shall pay to askRobin the fees associated with the Subscription Plan chosen, calculated based on the Company’s usage information. Company will charge Customer by credit card monthly in advance for fees due unless agreed otherwise between the parties.
You can cancel your Subscription Plan at any point. Your subscription will remain active until your next billing date and then cancellation will take effect, and you will not be charged again.
Where an invoice is not settled by credit card, Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice within fourteen (14) days of the date of the invoice in the currency specified in the Order Form.
All amounts and fees stated or referred to in the Agreement are non-refundable and are exclusive of all Taxes. Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use or access to the Services and Support Services, if applicable.
If askRobin has not received payment for any invoices which are not the subject of a bona fide dispute by the due dates and without prejudice to any other rights and remedies of askRobin, askRobin may:
by giving two (2) days prior written notice to Customer, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and/or suspend the provision of Support Services and askRobin shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid; and
charge interest which shall accrue on such overdue amounts at the higher of (i) an annual rate equal to 4% or (ii) the maximum interest rate allowed under applicable law.
Customer Obligations
Customer agrees to:
Comply with Company’s reasonable instructions regarding the implementation and use of the Services. Failure to comply may impact the performance of the Services.
Promptly notify Company of any issues related to the Services and provide necessary information for diagnosis and resolution.
Ensure that authorized users adhere to the Agreement, comply with all applicable laws and regulations, and conduct business ethically.
Make reasonable efforts to prevent unauthorized access to the Services and promptly notify Company of any such incidents.
Take sole responsibility for the accuracy, completeness, and maintenance of all Customer Data used with the Services.
Obtain and maintain all necessary licenses and consents for Company to use and process Customer Data.
Customer shall not, and shall ensure that authorized users do not:
Transmit any Viruses or material that is inappropriate, unlawful, harmful, or facilitates illegal activity.
Violate any laws or intellectual property rights, or engage in activities causing harm or damage.
Customer further agrees to:
Adhere to fair use limitations set by Company to protect its business interests.
Defend, indemnify, and hold harmless Company and any associated companies from claims arising from Customer’s use of the Services or Customer Data.
Customer Data
Customer grants Company and its associated companies a license to use Customer Data for providing Services and for improving or developing them. The data must be kept confidential and separate from other customers’ data.
Company may use anonymized Customer Data for providing services, improving them, or providing reports to third parties.
Customer acknowledges its responsibility for Customer Data and that Company is not liable for any infringement, violation of rights, or laws related to such data unless caused by Company’s negligence or misconduct.
Warranty
Company warrants that the Services will be provided with reasonable skill and care. This warranty does not cover non-conformance caused by Customer’s misuse or modification of the Services.
If the Services do not meet the warranty, Company will make reasonable efforts to correct the issue. However, this constitutes Customer’s sole remedy and Company’s entire liability for breach of warranty.
Company does not guarantee uninterrupted or error-free use of the Services and is not responsible for delays, delivery failures, or loss resulting from Customer’s use of third-party applications or data transfer over networks.
Neither Company nor its suppliers shall be liable for the accuracy, completeness, or timeliness of Customer Data, or for decisions made based on such data.
Data Protection
Both parties shall comply with the Applicable Data Protection Laws in relation to their rights and obligations under the Agreement. Company shall process Customer’s personal data as outlined in the Data Collection Policy, ensuring:
The integrity and security of Customer’s personal data.
Processing of personal data only as per the Agreement and Customer’s instructions.
Maintenance of accurate records demonstrating compliance.
No transmission or processing of Customer’s personal data outside the European Economic Area without meeting relevant obligations under Data Protection Laws.
Customer consents to Company engaging subprocessors for processing personal data, provided they adhere to terms similar to those in this clause. Company will furnish Customer with a list of current subprocessors upon request.
Terms such as “data controller,” “personal data,” “process,” “processing,” and “subprocessor” shall have meanings as defined in the Applicable Data Protection Laws.
Company Intellectual Property Rights
Customer acknowledges that Company and its licensors and suppliers own all Intellectual Property Rights in the Services, excluding Customer Data. Except as explicitly provided, the Agreement does not grant Customer any rights or licenses regarding the Services or underlying technology.
Term and Termination
Either party may terminate the Agreement without liability upon immediate written notice if the other party:
Materially breaches its obligations and fails to remedy the breach within thirty (30) days.
Files for bankruptcy, has a receiver appointed, enters administration, or ceases business operations.
Upon termination or expiration:
Customer’s rights to use the Services cease immediately.
Customer must promptly settle all outstanding payments up to the termination date and for the remainder of the current term.
Confidentiality
Both parties may access each other’s Confidential Information to fulfill their obligations under the Agreement. However, Confidential Information does not include information that:
Becomes public knowledge through means other than the receiving party’s actions.
Was lawfully in the possession of the other party before disclosure.
Is disclosed by a third party to the receiving party without restrictions.
Is independently developed by the receiving party with evidence to support such development.
Is required to be disclosed by law, court order, or regulatory body.
Each party agrees to:
Keep the other party’s Confidential Information confidential and not disclose it to any third party unless required by law.
Use the Confidential Information only for implementing the Agreement.
Ensure that its employees or agents do not disclose or distribute the Confidential Information unlawfully.
Neither party is liable for any loss, alteration, or disclosure of Confidential Information caused by a third party.
Customer acknowledges that details of the Services constitute Company’s Confidential Information.
The obligations of confidentiality under this clause continue for 2 years after the termination of the Agreement, except for information deemed a trade secret, which remains confidential for as long as it remains a trade secret.
Limitation of Liability
The following exclusions apply to the fullest extent permitted by law, except for:
Death or personal injury caused by negligence.
Fraud or fraudulent misrepresentation.
Any other liability that cannot be excluded by law.
Except for amounts owed by Customer to Company, each party’s aggregate liability for any loss or damage suffered by the other party in any Claim Year is limited to the total Fees paid by Customer during that Claim Year.
To the maximum extent permitted by law, neither party is liable to the other for special, consequential, indirect damages, including loss of profits, goodwill, or data, arising from the Agreement.
Company is not liable for:
Third-party products or services used by Customer.
Network, hardware, or software faults beyond its control.
Customer’s acts or omissions.
Unauthorized access to the Services.
Loss or damage due to Customer’s failure to provide information or cooperation.
Death, injury, or harm caused by third-party products or services accessed via the Services.
Customer is solely responsible for results obtained and conclusions drawn from using the Services. Company is not liable for errors or omissions in information provided by Customer or actions taken at Customer’s direction.
Company is not liable under the Agreement for any failure or delay in performance due to a Force Majeure Event, provided it notifies Customer accordingly.
General
Marketing: Customer agrees that Company may use Customer’s name and logo in its customer lists, promotional materials, and marketing communications across all media. Company reserves the right to issue a press release announcing the provision of services to Customer at any time during the Term. Customer will collaborate with Company to develop a case study concerning the services provided within six months of the Effective Date.
Entire Agreement: The Agreement, along with any accompanying Order Form(s), constitutes the entire agreement between the parties, superseding any prior agreements relating to its subject matter. Unless expressly agreed otherwise in writing, the terms of the Agreement prevail over any terms or conditions in any correspondence or implied by trade custom. General terms or conditions in any document issued by Customer are not binding on Company. Each party acknowledges that it has not relied on any representations made by the other, and any such representations are expressly excluded. This clause does not limit liability for fraudulent misrepresentation.
Warranty of Authority: Each party warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction. Both parties represent that they have the power and authority to execute, deliver, and perform their obligations under the Agreement. The Agreement is duly authorized, executed, and delivered, constituting a valid and binding obligation enforceable according to its terms.
Governing Law and Jurisdiction: The Agreement and any disputes or claims arising out of it are governed by the laws of the Netherlands. Both parties submit to the non-exclusive jurisdiction of the Dutch courts for any legal proceedings.
Third Party Rights: Except as expressly provided in the Agreement, the Contracts (Rights of Third Parties) Act 1999 does not confer any rights on third parties to enforce or benefit from any term of the Agreement.
Subcontracting and Assignment: Company may use subcontractors to fulfill its obligations under the Agreement, remaining liable for their performance. Company may assign or transfer its rights and obligations under the Agreement to successors or assigns by providing written notice to Customer. Company retains the right to subcontract its obligations to third parties, remaining responsible for service performance.
Notices: All notices under the Agreement must be in English and in writing, addressed to the Legal Department at the specified address or as notified in writing. Company may also send notices regarding pricing, product changes, or logistics via email or fax to designated recipients provided by Customer.
Variations: Any modifications to the Agreement must be in writing and executed by authorized representatives of both parties, unless otherwise stated in the Agreement.
Severability: If any provision of the Agreement is found invalid, the remaining provisions remain valid and enforceable. The parties will replace the invalid provision with a term that aligns as closely as possible with the commercial intent, within legal limits.
Waiver: Waiver of one breach or default, or any delay in exercising rights, does not waive subsequent breaches or defaults. The Agreement may be executed in counterparts, with each considered an original. Headings are for convenience only and do not affect interpretation of the Agreement.
Survival: Provisions regarding confidentiality survive termination, along with any other provisions intended to survive termination by their nature.