General Terms and Conditions
DRAFT — LEGAL REVIEW REQUIRED. This text is a first draft and must be reviewed by legal counsel before being published in production. The Dutch version (
terms-nl.md) is the leading version; this English version is provided for convenience.
These general terms and conditions apply to all agreements between DOENio VOF and its customers regarding the use of the DOENio platform.
DOENio VOF Chamber of Commerce (KvK): 42052522 VAT: [FILL IN] Email: legal@doenio.nl
1. Definitions
In these terms:
- DOENio: DOENio VOF, registered with the Dutch Chamber of Commerce under number 42052522.
- Customer: the legal entity or business entering into an Agreement with DOENio for use of the Platform.
- Platform: the software-as-a-service application of DOENio enabling the Customer to configure, subscribe to and use AI agents.
- User: a natural person who uses the Platform on behalf of the Customer.
- Agreement: the agreement between DOENio and the Customer to which these terms apply.
- Subscription: a usage right for a specific agent or squad for a defined term.
- Data Processing Agreement: the data processing agreement between the parties as separately published on the DOENio website.
2. Applicability
2.1. These terms apply to every offer, quotation and Agreement between DOENio and the Customer, except where the parties have explicitly deviated from them in writing.
2.2. The Customer's general terms are expressly rejected.
2.3. If any provision of these terms is or becomes invalid or unenforceable, the remaining provisions remain in full force. The parties will then negotiate in good faith to agree replacement provisions that approximate the original intent.
3. Formation and term of the Agreement
3.1. The Agreement is concluded when the Customer creates an account on the Platform and explicitly accepts these terms.
3.2. A Subscription is entered into for the chosen term (monthly or yearly) and is automatically renewed for an equal period at the end of each term, unless the Customer terminates it in time in accordance with article 9.
4. The Platform and right of use
4.1. DOENio grants the Customer a non-exclusive, non-transferable right to use the Platform for the term of the Agreement and solely for the Customer's own business operations.
4.2. The Customer may not copy, decompile, reverse-engineer or make the Platform available to third parties, except to the extent permitted by mandatory law.
4.3. DOENio uses reasonable efforts to deliver the Platform with care but does not guarantee uninterrupted availability. Maintenance may cause temporary unavailability; DOENio will perform planned maintenance outside business hours where reasonably possible.
5. Accounts and access
5.1. The Customer is responsible for managing the accounts of its Users, for the accuracy of the data provided and for keeping login credentials confidential.
5.2. The Customer is liable for all use that occurs through its accounts. Suspected misuse must be reported to DOENio without delay.
5.3. DOENio may temporarily suspend an account where it has reasonable suspicion of misuse, fraud or breach of these terms.
6. Acceptable use
The Customer and its Users will not use the Platform in a way that:
- breaches applicable laws or regulations;
- infringes the rights of third parties, including intellectual property and privacy rights;
- impairs the operation of the Platform or its underlying infrastructure (for example by excessive API calls, denial-of-service or uploading malware);
- is intended for the automated generation of spam, deceptive communications, or content that is hateful, discriminatory or otherwise unlawful.
DOENio may suspend the Platform or specific functionality if the Customer breaches these rules.
7. Fees and payment
7.1. The fees applicable to the Subscription are made transparent at the time the Agreement is concluded and may, depending on the Subscription, be invoiced monthly or yearly.
7.2. Invoices are sent electronically. The payment term is fourteen (14) days from invoice date, unless agreed otherwise in writing. Statutory B2B payment terms apply.
7.3. In the event of late payment, the Customer is in default by operation of law and DOENio is entitled to charge statutory commercial interest as well as out-of-court collection costs.
7.4. DOENio may, on at least one (1) month's prior notice, index or adjust its fees annually. If the Customer does not accept such change, the Customer may terminate the Subscription as of the effective date of the change.
7.5. Objections to an invoice must be raised in writing within fourteen (14) days.
8. Service levels and maintenance
8.1. DOENio strives for high availability of the Platform. Specific service level commitments may be agreed in writing.
8.2. DOENio is entitled to add, modify or remove functionality. Material changes will be announced in good time.
9. Termination
9.1. The Customer may terminate a Subscription as of the end of the current term, observing a one (1) month notice period.
9.2. DOENio may terminate or suspend the Agreement with immediate effect if:
- the Customer fails to meet its payment obligations after notice of default;
- the Customer breaches these terms, in particular article 6;
- the Customer enters bankruptcy, suspension of payments or debt restructuring proceedings.
9.3. After termination DOENio will delete the Customer's data no later than thirty (30) days after the end date, subject to any statutory retention obligations. On the Customer's request and within that period, DOENio will provide an export of the Customer's data.
10. Intellectual property
10.1. All intellectual property rights in the Platform are owned by DOENio or its licensors.
10.2. Data and content the Customer enters into the Platform (including configuration, prompts, knowledge base documents and outputs) remain the property of the Customer. DOENio receives only a limited right of use to the extent necessary to deliver the service.
10.3. The Customer indemnifies DOENio against third-party claims relating to the content the Customer provides.
11. Personal data
11.1. To the extent that DOENio processes personal data on behalf of the Customer in the course of providing the service, DOENio acts as processor and the Customer as controller within the meaning of the GDPR.
11.2. The Data Processing Agreement applies to such processing. By accepting these terms, the Customer also accepts the Data Processing Agreement.
12. Confidentiality
12.1. Each party will treat confidentially all information it receives from the other party that is marked confidential or whose confidential nature is reasonably apparent.
12.2. This obligation continues after termination of the Agreement.
13. Liability
13.1. DOENio is liable only for direct damage that is the immediate consequence of an attributable failure in the performance of the Agreement.
13.2. DOENio's total liability is limited to the amount the Customer has paid to DOENio in the twelve (12) months preceding the event causing the damage, with a maximum of EUR 10,000 per event and EUR 25,000 per calendar year.
13.3. Liability for indirect damage, including consequential damage, lost profits, missed savings, loss of data and business interruption, is excluded.
13.4. The limitations in this article do not apply in the case of intent or wilful recklessness on the part of DOENio or its management, or to the extent that limitation would conflict with mandatory law.
14. Force majeure
14.1. Neither party is required to perform an obligation if it is prevented from doing so by force majeure. Force majeure includes: internet or telecommunication disruptions, power outages, cyberattacks, government measures, pandemics, and the failure of suppliers or sub-processors on whom DOENio depends.
14.2. If the force majeure situation lasts more than sixty (60) days, either party may terminate the Agreement in writing.
15. Changes to the terms
15.1. DOENio may amend these terms. Material changes will be announced at least thirty (30) days before they take effect, via the Platform or by email.
15.2. If the Customer does not accept a material change, the Customer may terminate the Subscription as of the effective date of the change.
16. Miscellaneous
16.1. The Customer may not transfer its rights and obligations under the Agreement to third parties without DOENio's prior written consent.
16.2. Amendments or additions to the Agreement are valid only if agreed in writing.
16.3. Failure by DOENio to exercise a right does not constitute a waiver of that right.
17. Governing law and disputes
17.1. The Agreement is governed exclusively by Dutch law.
17.2. All disputes are submitted to the competent court in Rotterdam, the Netherlands, unless mandatory law designates another court.
Questions about these terms? Contact us at legal@doenio.nl.