General terms and conditions

Last updated: Friday, April 25, 2025

1. Definitions

Aisuma: the private company Aisuma B.V., hereinafter also referred to as “we” or “us”.

Customer: any natural or legal person who enters into or wants to enter into an agreement with Aisuma.

Agreement: any agreement between Aisuma and the Customer to provide services or products.

Services: all services that Aisuma offers, including (but not limited to) AI tooling implementation, content creation, agents, chatbots, keynotes, training, workshops, consultancy and automation workflows.

Output: all results provided by Aisuma, such as texts, images, scripts, models, training courses, presentations, implementations, chatbots or other AI systems, whether or not generated by artificial intelligence.

Software: computer programs, algorithms, AI models, APIs, or other digital works developed, implemented or modified by Aisuma.

2. Applicability

2.1 These terms and conditions apply to all offers, offers, agreements, and their execution, unless otherwise expressly agreed in writing.

2.2 The Customer's general terms and conditions are expressly rejected.

2.3 If a provision in these terms and conditions is found to be null and void or annulled, the other provisions will remain in full force and effect. In that case, Aisuma and the Customer will consult to agree on new provisions that replace the invalid or nullified provisions.

2.4 These general terms and conditions also apply to agreements for which Aisuma engages third parties to implement them.

3. Offers and quotes

3.1 All offers and quotes from Aisuma are without obligation, unless otherwise stated in writing.

3.2 A quote is valid up to 30 days after the date, unless otherwise indicated.

3.3 Aisuma reserves the right to refuse an order without giving a reason.

3.4 If a quote consists of several parts, Aisuma is not obliged to carry out a part at a corresponding part of the specified price.

3.5 Offers are based on the information provided by the Customer. The Customer guarantees that all essential information for the design, execution and completion of the order has been provided.

4. Conclusion of the agreement

4.1 An agreement is concluded when the Customer agrees to Aisuma's quote or proposal, in writing or digitally.

4.2 Changes after acceptance of the offer are only binding if agreed in writing.

4.3 If acceptance differs from the offer, Aisuma is not bound by it, unless Aisuma expressly agrees to the deviation.

4.4 For activities for which no quote or order confirmation is sent, the invoice serves as order confirmation.

5. Implementation of the agreement

5.1 Aisuma will make every effort to execute the agreement to the best of its knowledge and ability. Aisuma has an obligation to make an effort and no obligation to achieve results, unless otherwise expressly agreed in writing.

5.2 Time limits for the delivery of services are indicative, unless otherwise agreed in writing. Exceeding a period does not entitle the Customer to compensation.

5.3 Aisuma has the right to engage third parties for the execution of the agreement. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

5.4 The Customer ensures that all data and facilities necessary for the execution of the agreement are provided to Aisuma in a timely manner.

5.5 If the execution of the agreement is delayed because the Customer fails to fulfil its obligations, the resulting costs will be borne by the Customer.

6. Amendment to the agreement

6.1 If, during the execution of the agreement, it appears that changes are necessary for proper execution, the parties will amend the agreement in a timely manner and in mutual consultation.

6.2 Aisuma has the right to charge the Customer for the costs of the amended agreement.

6.3 If the changes to the agreement have financial and/or qualitative consequences, Aisuma will inform the Customer about this.

7. Using AI and Generated Content

7.1 Output provided by Aisuma can be generated in whole or in part using AI technology.

7.2 Aisuma is committed to providing high-quality output, but does not guarantee that the output is completely free of errors, bias, or unintended content. AI systems have inherent limitations about which Aisuma will inform the Customer.

7.3 The Customer is ultimately responsible for assessing, controlling and using the generated output. The Customer must always verify the output before it is published or used.

7.4 Aisuma is not liable for damage resulting from the use of AI output, including legal, financial or reputational damage, unless there is intent or gross negligence on the part of Aisuma.

7.5 The Customer indemnifies Aisuma against all third-party claims, including claims related to intellectual property rights, privacy, or other legal claims arising from the use of the output provided.

7.6 Aisuma does not guarantee that the output generated by AI is original or free from infringement of third party rights.

8. Intellectual Property

8.1 All intellectual property rights to the software, methods, processes, models, documentation and other materials developed by Aisuma remain with Aisuma, unless otherwise agreed in writing.

8.2 For specific, customized output for the Customer (such as content, images, or implementations), after full payment, the Customer obtains a non-exclusive, non-transferable license to use the provided output for the purpose as agreed.

8.3 The Customer is not allowed to reuse, resell, sublicense or otherwise make the output available to third parties without written permission from Aisuma.

8.4 Aisuma reserves the right to use the knowledge gained during the execution of the agreement for other purposes, provided that no confidential information about the Customer is disclosed to third parties.

8.5 Aisuma has the right to use the Customer's name and logo as a reference, unless the Customer objects to this in writing.

9. Confidentiality and Data Protection

9.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other as part of the agreement. Information is considered confidential if it has been provided by the other party or if this results from the nature of the information.

9.2 Aisuma processes personal data in accordance with applicable privacy legislation (AVG/GDPR). For more information, please refer to our privacy statement.

9.3 The Customer remains responsible for providing data that Aisuma processes correctly and lawfully. The Customer guarantees that all data provided has been lawfully obtained and may be processed within the framework of the agreement.

9.4 If necessary for the execution of the agreement, the parties will conclude a processing agreement.

9.5 The confidentiality obligation remains in effect even after termination of the agreement.

10. Liability

10.1 Aisuma is only liable for direct damage resulting from intent or gross negligence in the execution of the agreement.

10.2 Direct damage only includes:

• Reasonable costs that the Customer would have to incur to make Aisuma's performance comply with the agreement;
• Reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage;
• Reasonable costs incurred to prevent or limit damage.

10.3 Aisuma is never liable for indirect damage such as consequential damage, lost profit, missed savings, damage due to business interruption, loss of data or damage to reputation.

10.4 Aisuma's liability is limited to the invoice amount for the last three months prior to the incident causing the damage, with a maximum of €15,000.

10.5 The condition for any right to compensation is that the Customer reports the damage to Aisuma in writing as soon as possible, but no later than 3 months after its occurrence.

10.6 The Customer indemnifies Aisuma against any third-party claims that suffer damage in connection with the execution of the agreement and whose cause is attributable to the Customer.

11. Payment

11.1 Unless otherwise agreed in writing, Aisuma applies the following payment terms:

• 40% of the total order amount when the agreement is signed;
• 30% halfway through the execution of the assignment;
• 30% upon delivery of the services.

11.2 Subscriptions are subject to a monthly or annual prepayment, unless otherwise agreed.

11.3 Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing.

11.4 In the event of late payment, the Customer is in default by operation of law and Aisuma is entitled to charge statutory (commercial) interest and collection costs. The collection costs are 15% of the outstanding amount with a minimum of €150.

11.5 Aisuma reserves the right to suspend the delivery of services in the event of late payment, without being in default.

11.6 In the event of liquidation, bankruptcy, attachment or suspension of payment by the Customer, Aisuma's claims are immediately due and payable.

11.7 Aisuma has the right to adjust its rates annually. For current agreements, a price increase of more than 10% gives the Customer the right to terminate the agreement.

12. Duration and termination

12.1 A fixed-term agreement is tacitly renewed for the same period after the end of the period, unless one of the parties cancels the agreement in writing with a notice period of 3 months before the end of the period.

12.2 Agreements for an indefinite period can be terminated in writing with a notice period of 3 months, unless otherwise agreed in writing.

12.3 Aisuma can terminate the agreement in whole or in part with immediate effect without notice of default and without judicial intervention if:

• The Customer is in violation of these terms and conditions;
• There is bankruptcy, suspension of payments, debt restructuring or liquidation of the Customer;
• The Customer fails to fulfil its obligations under the agreement;
• In the opinion of Aisuma, cooperation has become unworkable;
• Circumstances of such a nature are that fulfillment of the agreement is impossible or Aisuma cannot reasonably be expected to maintain the agreement unchanged.

12.4 Upon termination of the agreement for whatever reason, the obligations that by their nature are intended to last, such as provisions concerning intellectual property, confidentiality and liability, remain in full force.

12.5 In the event of premature termination by the Customer, Aisuma is entitled to compensation for the costs incurred and the work already performed, with a minimum of 50% of the agreed price.

13. Force majeure

13.1 Aisuma is not obliged to comply with any obligation in the event of force majeure.

13.2 In addition to what is understood in the law and case law, force majeure includes: disruptions in internet traffic, power outages, staff illness, pandemics, supplier delays, government measures, failure in cloud services, cybersecurity incidents, technical failures in systems of Aisuma or its suppliers and other circumstances that are beyond Aisuma's control.

13.3 In the event of force majeure, Aisuma's obligations will be suspended. If the period of force majeure lasts longer than 2 months, each of the parties is entitled to terminate the agreement without being obliged to pay compensation to the other party.

13.4 Insofar as Aisuma has already partially fulfilled its obligations at the time of the occurrence of force majeure, Aisuma is entitled to invoice the part already fulfilled separately.

14. Subscriptions and Licenses

14.1 If the agreement concerns a subscription or license, it will initially be entered into for a period of 12 months, unless otherwise agreed in writing.

14.2 After the initial period, the subscription or license will automatically be renewed for the same period, unless the agreement has been terminated in writing with a notice period of 3 months before the end of the current period.

14.3 Subscription and license rates may be adjusted annually. Aisuma will inform the Customer about this at least 30 days before the price change takes effect.

15. Training, workshops and keynotes

15.1 Cancellation of training courses, workshops or keynotes by the Customer is possible free of charge up to 14 days before the start. In case of cancellation between 14 and 7 days before the start, 50% of the agreed amount is due. In case of cancellation within 7 days before the start, the full amount is due.

15.2 Aisuma reserves the right to reschedule training courses, workshops or keynotes if there are good reasons to do so, such as the trainer's illness or insufficient participants. In that case, a new date will be set in consultation.

15.3 Aisuma is not liable for indirect damage resulting from the cancellation or rescheduling of training courses, workshops or keynotes.

16. Warranties and complaints

16.1 Aisuma guarantees the reliability of the services it provides in accordance with what the Customer can reasonably expect under the agreement.

16.2 Complaints about the services provided must be reported in writing to Aisuma within 14 days of delivery. The complaint must contain as detailed a description of the shortcoming as possible.

16.3 If a complaint is well-founded, Aisuma will still provide the services as agreed, unless this has now become demonstrably pointless for the Customer.

16.4 Submitting a complaint does not release the Customer from its payment obligation.

17. Applicable law and disputes

17.1 All legal relationships to which Aisuma is a party are exclusively governed by Dutch law.

17.2 All disputes arising from or related to agreements and deliveries to which these terms and conditions apply will be submitted to the competent court in Rotterdam, unless mandatory law states otherwise.

17.3 Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

18. Final provisions

18.1 Deviations from these terms and conditions are only valid if agreed in writing.

18.2 Aisuma reserves the right to change these terms and conditions. Changes will be announced at least one month before entry into force via the Aisuma website. The most current version can always be found on our website.

18.3 If one or more provisions of these terms and conditions are null and void or annulled, the other provisions will remain in full force and effect. In that case, Aisuma and the Customer will consult to agree on new provisions, while respecting the purport of the original provisions as much as possible.

19. Contact

Do you have questions about these terms? Please contact us at contact@aisuma.ai.

These terms and conditions were last updated on Friday, April 25, 2025.

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