Terms of Service - Lobbi.ai

Article 1 — Definitions

Provider: Build To Sell B.V. h/o Lobbi.ai, registered at Heilaarpark 37, 4814NJ Breda, The Netherlands, hereinafter referred to as "Provider" or "Lobbi.ai".
Client: Any natural or legal person who enters into an Agreement with the Provider for the use of the Services.
Agreement: Any arrangement between the Provider and the Client under which the Provider undertakes to provide Services to the Client.
Services: All services provided by the Provider to the Client, including but not limited to access to the Platform, AI-powered contact center functionality, voice AI, chat, knowledge base, integrations, and related support and consulting services.
Platform: The Lobbi.ai software-as-a-service (SaaS) application, including all associated APIs, dashboards, widgets, plugins, and related infrastructure operated by the Provider.
Parties: The Provider and the Client collectively.
Written: Communication by letter, email, or any other electronic means of communication mutually agreed upon by the Parties.

Article 2 — General

These Terms of Service apply to every proposal, quotation, and Agreement between the Provider and the Client, insofar as the Parties have not expressly deviated from these terms in writing.
These Terms of Service also apply to all Agreements with the Provider for the execution of which the involvement of third parties is required.
If one or more provisions of these Terms of Service are at any time wholly or partially void or annulled, the remaining provisions of these Terms of Service shall continue to apply in full. The Provider and the Client shall then enter into consultations to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.
If the Provider does not always require strict compliance with these Terms of Service, this does not mean that the provisions thereof do not apply, or that the Provider would in any way lose the right to require strict compliance with the provisions of these Terms of Service in other instances.
Any terms and conditions of the Client are expressly rejected by the Provider.

Article 3 — Proposals and Quotations

All proposals and quotations by the Provider are without obligation, unless a period for acceptance is stated in the proposal or quotation. A proposal or quotation expires if the product or service to which the proposal or quotation relates has become unavailable in the interim.
Proposals and quotations are valid for 14 (fourteen) days from the date of issue, unless otherwise indicated.
All prices in proposals and quotations are stated in euros (EUR) and are exclusive of value added tax (VAT) and other government levies, unless explicitly stated otherwise.
If the acceptance deviates (whether or not on minor points) from the offer included in the proposal or quotation, the Provider shall not be bound by it. The Agreement shall then not be concluded in accordance with this deviating acceptance, unless the Provider indicates otherwise.
A composite quotation does not oblige the Provider to perform part of the assignment at a corresponding proportion of the quoted price.

Article 4 — Agreement

The Agreement is concluded at the moment the Client accepts the Provider's proposal or quotation, whether by signing, electronic confirmation, or any other form of explicit acceptance.
Unless otherwise agreed in writing, the Agreement is entered into for a minimum period of 12 (twelve) months from the effective date.
After the initial period, the Agreement shall be automatically renewed for successive periods of 12 (twelve) months, unless either Party terminates the Agreement by written notice at least 1 (one) month before the end of the current period.
The Agreement is personal to the Client and may not be transferred to a third party without the prior written consent of the Provider.
If during the execution of the Agreement it becomes apparent that proper execution requires amendment or supplementation, the Parties shall timely consult to amend the Agreement accordingly.

Article 5 — Execution of the Agreement

The Provider shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This obligation is a best-efforts obligation and not a guarantee of result.
The Provider has the right to have certain work performed by third parties at its discretion. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
The Client shall ensure that all data and information that the Provider indicates are necessary, or that the Client should reasonably understand are necessary for the execution of the Agreement, are provided to the Provider in a timely manner. If the information required for the execution of the Agreement has not been provided to the Provider in a timely manner, the Provider has the right to suspend the execution of the Agreement and/or to charge the Client for any additional costs arising from the delay at the then applicable rates.
The Provider shall not be liable for any damage of any nature whatsoever caused by the Provider having relied on incorrect and/or incomplete information provided by the Client.
The Client indemnifies the Provider against any claims by third parties who suffer damage in connection with the execution of the Agreement that is attributable to the Client.
The Provider shall maintain commercially reasonable measures to ensure the availability and security of the Platform. The Provider shall provide reasonable notice of scheduled maintenance. Unscheduled downtime shall be communicated as soon as reasonably practicable.

Article 6 — Amendment of the Agreement

If during the execution of the Agreement it becomes apparent that for proper execution it is necessary to amend or supplement the work to be performed, the Parties shall timely and in mutual consultation adjust the Agreement accordingly.
If the Parties agree that the Agreement shall be amended or supplemented, the time of completion of the execution may be affected. The Provider shall inform the Client of this as soon as possible.
If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Provider shall inform the Client thereof in advance. If a fixed fee has been agreed, the Provider shall indicate to what extent the amendment or supplement of the Agreement will result in an exceeding of this fee.
Contrary to the third paragraph of this article, the Provider shall not charge additional costs if the amendment or supplement is the result of circumstances that can be attributed to the Provider.

Article 7 — Contract Duration and Deadlines

The Agreement between the Provider and the Client is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or the Parties expressly agree otherwise in writing.
If a term or deadline has been agreed or specified within the term of the Agreement for the completion of certain work, this shall never be a strict deadline. If a deadline is exceeded, the Client must give the Provider written notice of default. The Provider must be offered a reasonable period to still execute the Agreement.
The Provider shall provide the Services continuously throughout the term of the Agreement, subject to reasonable maintenance windows and circumstances beyond the Provider's control.

Article 8 — Fees and Payment

Fees for the Services may consist of fixed periodic fees (subscription), usage-based fees, or a combination thereof, as specified in the Agreement or applicable price list.
All fees are stated in euros (EUR) and are exclusive of value added tax (VAT) and other government levies, unless expressly stated otherwise.
The Provider is entitled to adjust fees annually. The Provider shall notify the Client of any fee adjustment at least 30 (thirty) days in advance. If the increase exceeds the consumer price index (CPI) by more than 5%, the Client has the right to terminate the Agreement by the date the new fees take effect.
Payment must be made within 14 (fourteen) days of the invoice date, in a manner indicated by the Provider, in the currency stated on the invoice.
If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest of 5% per month on the outstanding amount. The interest on the amount due and payable shall be calculated from the moment the Client is in default until the moment of payment of the full amount owed.
In the event of liquidation, bankruptcy, attachment, or suspension of payment of the Client, the Provider's claims against the Client shall become immediately due and payable.
If the Client is in default or in breach of its obligations, all reasonable costs incurred in obtaining payment out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of 15% of the outstanding principal amount, with a minimum of EUR 50.00 (fifty euros).
The Provider reserves the right to suspend access to the Platform and Services if any invoice remains unpaid for more than 30 (thirty) days after the due date, without prejudice to the Provider's right to claim full payment and damages.

Article 9 — Intellectual Property

All intellectual property rights to the Platform, Services, software, documentation, designs, algorithms, models, and all other materials developed or made available by the Provider in connection with the Agreement are and shall remain the exclusive property of the Provider or its licensors.
The Client is granted a non-exclusive, non-transferable, non-sublicensable license to use the Platform and Services for the duration of the Agreement, solely for the Client's internal business purposes.
The Client shall not reproduce, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform or any part thereof, nor remove or alter any proprietary notices, without the prior written consent of the Provider.
Any data uploaded, entered, or processed by the Client through the Platform remains the intellectual property of the Client. The Provider obtains a limited license to process such data solely for the purpose of providing the Services.
The Provider may use anonymized and aggregated data derived from the Client's use of the Platform for the purposes of improving the Services, provided such data cannot be traced back to the Client or any individual.

Article 10 — Confidentiality

Both Parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source in the context of the Agreement. Information is considered confidential if it has been designated as such by the other Party or if it arises from the nature of the information.
If, on the basis of a statutory provision or a judicial decision, the Provider is obliged to disclose confidential information to third parties designated by law or the competent court, and the Provider cannot invoke a right of non-disclosure recognized or permitted by the competent court in this respect, the Provider shall not be obliged to pay compensation or indemnification and the Client shall not be entitled to dissolve the Agreement on the grounds of any damage caused thereby.
The obligations of confidentiality shall survive the termination of the Agreement for a period of 3 (three) years.

Article 11 — Data Processing

To the extent that the Provider processes personal data on behalf of the Client in the course of providing the Services, the Parties shall enter into a separate Data Processing Agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR).
The Provider shall process personal data exclusively in accordance with the Client's documented instructions, unless required to do so by applicable law.
The Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing.
All personal data processed through the Platform shall be hosted within the European Union (EU) or the European Economic Area (EEA), unless otherwise agreed in writing.
The Client is and remains the data controller with respect to any personal data processed through the Platform. The Client is responsible for ensuring that it has the necessary legal basis for the processing of personal data and for informing data subjects accordingly.
In the event of a personal data breach, the Provider shall notify the Client without undue delay and shall cooperate with the Client in fulfilling the Client's obligations under applicable data protection legislation.

Article 12 — Liability

If the Provider should be liable, then this liability is limited to what is regulated in this article.
The Provider shall not be liable for any damage of any nature whatsoever arising from the Provider having relied on incorrect and/or incomplete information provided by the Client.
If the Provider should be liable for any damage, then the Provider's liability is limited to direct damages only. Direct damages are exclusively understood to mean:
- reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms;
- any reasonable costs incurred to have the defective performance of the Provider conform to the Agreement, insofar as these can be attributed to the Provider;
- reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these Terms of Service.
The Provider shall never be liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings, loss of data, damage due to business interruption, or any other damages not qualifying as direct damages.
The total cumulative liability of the Provider under or in connection with the Agreement shall in no event exceed the total fees paid by the Client to the Provider in the 12 (twelve) months preceding the event giving rise to the liability claim.
All claims for liability against the Provider shall lapse if these have not been reported to the Provider in writing and with a detailed description within 12 (twelve) months after the Client became aware or could reasonably have become aware of the damage.

Article 13 — Force Majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the Provider to fulfill any obligation towards the Client cannot be attributed to the Provider in any situation beyond the Provider's control that prevents the fulfillment of its obligations towards the Client in whole or in part, or as a result of which the Provider cannot reasonably be expected to fulfill its obligations.
Force majeure events include, but are not limited to: failures in internet or telecommunications infrastructure, power outages, cyber attacks, failures of third-party service providers (including but not limited to cloud hosting providers, AI model providers, and telecommunication providers), pandemics, natural disasters, war, terrorism, government measures, strikes, and any other circumstances beyond the reasonable control of the Provider.
If a force majeure situation lasts longer than 60 (sixty) days, either Party has the right to dissolve the Agreement in writing. Any Services already performed under the Agreement shall be paid for proportionally, without the Parties owing each other anything further.

Article 14 — Complaints

Complaints about the Services performed must be submitted by the Client to the Provider in writing within 8 (eight) business days after discovery, but no later than 3 (three) months after completion of the relevant Services. The complaint must contain as detailed a description of the shortcoming as possible so that the Provider is able to respond adequately.
If a complaint is well-founded, the Provider shall perform the work as agreed, unless this has become demonstrably pointless for the Client. The latter must be made known by the Client in writing.
If the performance of the agreed Services is no longer possible or useful, the Provider shall only be liable within the limits of Article 12.

Article 15 — Termination

Either Party may terminate the Agreement by providing written notice at least 1 (one) month before the end of the current contract period. If no timely notice is given, the Agreement shall be renewed automatically in accordance with Article 4.
If the Client terminates the Agreement before the end of the agreed contract period, the Client shall be liable for compensation equal to the remaining fees that would have been due for the remainder of the contract period.
Upon termination of the Agreement, the Client's access to the Platform and Services shall cease. The Provider shall make the Client's data available for export for a period of 30 (thirty) days following the effective date of termination, after which the Provider may delete the Client's data.
Termination of the Agreement shall not affect any provisions that by their nature are intended to survive termination, including but not limited to provisions regarding confidentiality, intellectual property, liability, and dispute resolution.

Article 16 — Suspension and Dissolution

The Provider is authorized to suspend the fulfillment of obligations or to dissolve the Agreement if:
- the Client does not fulfill or does not fully fulfill the obligations under the Agreement;
- after the conclusion of the Agreement, the Provider becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations;
- the Client was requested at the time of the conclusion of the Agreement to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
- due to a delay on the part of the Client, the Provider can no longer be expected to fulfill the Agreement on the originally agreed terms.
Furthermore, the Provider is authorized to dissolve the Agreement if circumstances arise of such nature that fulfillment of the Agreement is impossible or if other circumstances arise of such nature that unaltered maintenance of the Agreement cannot reasonably be expected.
If the Agreement is dissolved, the Provider's claims against the Client shall become immediately due and payable. If the Provider suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement.
The Provider always retains the right to claim damages.

Article 17 — Indemnification

The Client indemnifies the Provider against all claims by third parties that are related to or arise from the Services provided by the Provider, including but not limited to:
- claims arising from the Client's use of the Platform in violation of applicable laws, regulations, or these Terms of Service;
- claims arising from content, data, or materials uploaded, transmitted, or processed by the Client through the Platform;
- claims arising from the Client's failure to comply with its obligations regarding personal data protection.
If the Client is held liable by a third party in this regard, the Client is obliged to assist the Provider both in and out of court and to immediately do everything that may be expected of it in that case. If the Client fails to take adequate measures, the Provider is entitled, without notice of default, to take measures itself. All costs and damages incurred by the Provider and third parties shall be entirely at the expense and risk of the Client.

Article 18 — Disputes

The Agreement and these Terms of Service shall be governed exclusively by the laws of The Netherlands.
The Parties shall first attempt to resolve any dispute arising from or in connection with the Agreement through good-faith negotiations.
All disputes arising from or in connection with the Agreement shall be submitted exclusively to the competent court in Breda, The Netherlands, without prejudice to the Provider's right to submit a dispute to any other competent court.

Article 19 — Amendments to Terms

The Provider reserves the right to amend these Terms of Service at any time. The latest version of the Terms of Service shall always apply to the Agreement.
The Provider shall notify the Client of material changes to these Terms of Service at least 30 (thirty) days before the amended Terms take effect. If the Client does not agree with the amended Terms, the Client may terminate the Agreement by the date the amended Terms take effect.
In the event of any dispute regarding the interpretation of these Terms of Service, the Dutch-language version shall prevail.
Continued use of the Platform and Services after the effective date of amended Terms of Service constitutes acceptance of such amended Terms.