Terms and Conditions
Updated at: Aug 6, 2024
Version: 2.1
1. Introduction and Definitions
These General Terms and conditions (“General Terms”) shall govern the use and provision of the Services provided by Artificieel BV, a limited liability company under Belgian law with registered office at Sint-Pietersnieuwstraat 11, 9000 Gent and CBE number BE 1001.403.452 (“Artificieel”) and the legal entity or natural person identified as customer in the Order Form (“Customer”), except when superseded and replaced by any deviating contractual agreements expressly made in writing between Artificieel and the Customer, all other provisions of the General Terms shall remain in full force and effect.
Artificieel and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
Administrator Profile: A user profile managed by the Customer that has administrative permissions and responsibilities, including but not limited to creating, managing, and deleting other user profiles, configuring system settings, and overseeing the overall use of the Services.
Agreement Duration: The period during which the Agreement is in effect, starting from the Effective Date and continuing until terminated as provided herein.
Business Day: Any day other than a Saturday, Sunday, or public holiday in Belgium on which banks are open for business.
Confidential Information: All information disclosed or related to the Agreement, whether orally or in writing, deemed confidential or reasonably considered confidential, including but not limited to the Services, the General Terms of the Agreement including pricing, technical data, personal data, reports, documents, correspondence, processes, methods, know-how, business information, intellectual property elements, any business and marketing plans, technology and technical information, product plans and designs, business processes disclosed by each Party in connection with the Agreement, and (personal) data. Excludes information that (i) is public domain, (ii) known prior to signing this Agreement, (iii) lawfully obtained by the receiving Party, or (iv) independently developed without breaching this Agreement.
Data Protection Legislation: All legislation governing the processing of personal data under applicable law, including the EU Regulation 2016/679 (GDPR) and the Belgian law of 30 July 2018 on the protection of natural persons regarding personal data processing, and future amendments.
Downtime: The period during which the Customer cannot use the Services.
Effective Date: The date on which the parties mutually agree to commence the utilization of services as specified in the Order Form.
Force Majeure: An event or circumstance beyond a Party’s reasonable control, occurring without fault or negligence of the Party, which reasonably could not have been avoided, hindering the affected Party's performance under the Agreement. Examples include cyber-attacks, internet service provider failures, and subcontractor deficiencies.
Incident: An unforeseen event causing an interruption in the Services functionality as specified in these General Terms.
Initial Period: The initial term of the Agreement between Artificieel and the Customer as specified in the Order Form.
Intellectual Property Rights: All current and future worldwide intellectual property rights including but not limited to copyrights, software copyrights, neighboring rights, trademark rights, patent rights, know-how, and other rights.
Legislation on the Processing of Personal Data: All legislation regulating the processing of personal data under the applicable law, including the European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as well as the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, and any future amendments.
Order Form: The instrument, whether in physical or digital form, including but not limited to paper, PDF, or email, utilized by the Customer to place orders for services, encompassing both self-service transactions and active sales engagements.
Profile: The personal and individual profile of a User linked to their personal information.
Resolution Time: The time taken by Artificieel to resolve an Incident after being reported by the Customer.
Response Time: The time taken by Artificieel to acknowledge receipt of the Customer’s support request upon an Incident occurrence.
User: A named individual authorized by the Customer to use the Services.
Specific Developments: software developed by Artificieel at the Customer’s specific request via an Order Form.
Service Level Agreement (SLA): A detailed document specifying the level of service expected from Artificieel, including performance metrics such as uptime, response times, and resolution times, and the remedies available to the Customer in case these service levels are not met.
Services: Artificieel's AI platform, including specific developments, applications, interfaces, integrations, source code, object code, schematics, look and feel, future versions or improvements, documentation, modules or supporting services provided by Artificieel.
2. Subject and Structure of the Agreement
Each Order Form is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the “Agreement” that consists of:
The Order Form;
The Data Processing Agreement;
These General Terms.
In the event of a conflict, the order of precedence is as set out above in descending order.
3. Rights and Obligations of Artificieel
General Obligations: Artificieel's obligations under this Agreement are best-effort obligations, with no guarantee of the Services flawless operation.
Support and Maintenance: From the Effective Date, Artificieel will provide reasonable material and technical support necessary for the Services use upon the Customer’s request. The Customer must contact Artificieel within 24 hours of an Incident at info@artificieel.com or +32 491 30 12 71.
Incident Management: Incidents will be addressed as per the following schedule:
Critical: Functionality unavailable, hindering Services use.
Response Time: 12 hours
Resolution Time: 48 hours
High: Functionality limited, hindering proper Services use.
Response Time: 12 hours
Resolution Time: 72 hours
Low: Functionality available with certain issues.
Response Time: 24 hours
Resolution Time: 96 hours
Customer Support: Support is available on weekdays from 9 am to 5 pm and weekends from 9 am to 12 pm, excluding public holidays. Support requests can be made via email at info@artificieel.com or by phone at +32 491 30 12 71. Artificieel aims to respond to support requests within the specified Response Times. If an issue is not resolved within the initial Resolution Time, it will be escalated to higher levels of support until resolved.
Service Availability: Artificieel aims for the following Services availability:
99.9% from 8 am - 8 pm (Mon - Fri)
95% from 8 pm - 8 am (Mon - Fri)
Downtime and Maintenance: Check the status of Jurimesh services at https://status.jurimesh.com. Artificieel may schedule Downtime for maintenance, notifying the Customer at least two (2) days prior. Emergency maintenance may be conducted without prior notice, but Artificieel will endeavor to inform the Customer as soon as possible.
4. Rights and Obligations of Customer
Artificieel reserves the right to limit the Customer's usage of services based on fair use principles and as stipulated in the Order Form. Usage beyond these specified limits may incur additional fees.
The Customer ensures the Service is used solely for professional purposes and guarantees that authorized Users comply with this Agreement.
The Customer is responsible for the use of the Service via created Profiles, including any unauthorized use. The Customer ensures Profiles are used individually (one account per person) and maintains confidentiality and security of usernames and passwords.
The Service must be used responsibly and reasonably, without causing harm to Artificieel or third parties, not processing personal data of children under 13, and not modifying, copying, leasing, selling, or distributing the Service. The source code, components, algorithms, and systems must not be analyzed or decompiled.
The Customer maintains the correct number of Profiles linked to the permitted number of Users, as agreed in the Order Form. One Administrator Profile must be created to manage Profiles.
Artificieel has the right to verify the number of Users monthly, with audit rights to check compliance. The Customer must cooperate and provide access to systems for this purpose.
If the Customer exceeds the permitted number of Users, Artificieel may charge a fee without prejudice to other remedies.
The Customer ensures compliance with all applicable laws and regulations related to the use of the Service.
The Customer is responsible for implementing appropriate security measures to protect access credentials and prevent unauthorized access to the Service.
The Customer is responsible for creating data backups to prevent data loss.
5. Fees
The Customer shall pay the fees for the Services which follow from the Order Form. The Fees are exclusive of VAT and/or other taxes and (local) charges. All prices are in EUR and payable in EUR. Artificieel will issue invoices for the Fees either on a monthly basis or in advance on an annual basis unless other billing arrangements are specified in the Order Form.
Payments are due within 30 days of invoice date via bank transfer to BE42 7370 7149 9854.
If the Customer disputes an invoice in good faith, detailed notification must be provided within 15 calendar days of receipt. Unchallenged invoices within this period are deemed accepted.
Unpaid invoices not disputed in good faith incur statutory interest from the due date under the Law of 2 August 2002 on late payment in commercial transactions, without prior notice.
Future versions, updates, or enhancements of the Service may result in adjusted fees, for which the Customer will receive prior written notice. If the Customer does not explicitly reject the adjusted fees within thirty (30) days of such notice, the Customer will be deemed to have accepted the new fees. The Customer acknowledges that when a new version, update, or evolution of the Services is made available, the old version will no longer be accessible, and the use of the Services will only be possible through the most recent version, for which the adjusted fees apply. Should the Customer reject these adjusted fees, Artificieel reserves the right to restrict or suspend access to the Service until an agreement is reached.
6. Duration and Termination
Agreement Duration: This Agreement is effective from the Effective Date as specified in the Order Form and shall remain in force for the duration specified in the Order Form ("Initial Period"). After expiry of the Initial Period, the Agreement shall be automatically and tacitly prolonged for an additional subscription period (”Extended Period”), equivalent to the length of the Initial Period.
Termination by Notice: The Parties may unilaterally terminate the Agreement with no less than sixty (60) days written notice, counting before the expiry of the Initial Term or if applicable, the then current Extended Period. Any termination of this Agreement shall be made in writing.
Immediate Termination: Without prejudice to the right to claim damages, the Parties have the right to immediately terminate the Agreement by means of a justified registered letter and without prior judicial intervention in the following cases:
The other Party is insolvent, bankrupt, undergoing liquidation or reorganization, or subject to curator appointment;
The other Party commits a material breach not remedied within 30 days of notice. Material breaches include but are not limited to:
Failure to pay due fees;
Unauthorized use of the Service;
Non-compliance with data protection legislation.
Termination Assistance: Upon termination of this Agreement, Artificieel will provide reasonable assistance to the Customer to transition away from the Service.
This includes:
Providing a copy of all Customer data in a standard format, subject to applicable data transfer fees.
Offering support for up to thirty (30) days post-termination to ensure a smooth transition.
Coordinating with the Customer to deactivate and securely delete all Customer accounts and data from Artificieel’s systems within thirty (30) days of termination.
The Customer must request termination assistance within five (5) business days of the termination notice. Artificieel will invoice any additional costs incurred for providing termination assistance beyond what is stipulated in this Agreement.
Post-Termination Obligations: Upon termination, the Customer shall immediately cease all use of the Service and return all copies and documentation to Artificieel within five (5) business days. Artificieel will delete all Customer data within twenty (20) business days and personal data within thirty (30) business days. The Customer may request a copy of all data, subject to applicable data transfer fees.
Final Invoicing: All delivered services until termination will be invoiced and paid by the Customer.
7. Data Processing
Compliance: The parties shall at all times comply with their respective obligations under the Personal Data Processing Legislation with respect to any processing of personal data under the Agreement.
Security Measures: Artificieel implements appropriate security measures to protect personal data. You can always consult our security measures at https://trust.jurimesh.com
Data Retention and Deletion: Artificieel will retain Customer data for the duration of the Agreement and will delete or return all personal data upon termination, as specified in the DPA.
Data Processing Agreement (DPA): When providing the Services to the Customer, Artificieel will, in the capacity of data processor, process personal data on behalf of the Customer in accordance with the Data Processing Agreement entered into between the Parties.
8. Liability
Exclusion of Indirect Damages: Artificieel is not liable for indirect or consequential damages, including but not limited to reputational damage, lost profits, financial losses, or data loss.
Limitation of Total Liability: Artificieel's total liability is limited to the total fees paid by the Customer in the 12 months preceding the most recent damage-causing event, with the average monthly fees for the first 12 months of the Initial Period multiplied by 12.
Non-excludable Liability: Artificieel cannot exclude liability for fraud, willful misconduct, or gross negligence of its appointees.
Exclusions from Liability: Notwithstanding any contrary legal provisions, Artificieel cannot be held liable for damages resulting from:
Force Majeure;
Inaccurate, incomplete, or late information or data provision by the Customer;
Service use contrary to the Agreement or Artificieel’s instructions.
9. Intellectual Property
Ownership: All Intellectual Property Rights in the Service remain with Artificieel.
License Grant: Artificieel grants the Customer a non-exclusive, non-transferable, non-sublicensable license, to use the Services in accordance with this Agreement for the term of this Agreement within the jurisdictions supported by Artificieel.
Scope of Rights: Nothing in this Agreement grants any rights other than those explicitly stated.
10. Confidentiality
Confidential Treatment: The Parties agree to treat the Confidential Information as strictly confidential, handle it with the necessary care and discretion, not share it with third parties, and use it only for the purposes for which it was obtained, both during and for two years after the termination of this Agreement. Both Parties warrant and guarantee that their respective appointees, employees, contractors, subcontractors, and/or any other persons for whom they are responsible, and who are directly or indirectly involved in the performance of this Agreement, will also comply with this obligation.
Professional Secrecy: Artificieel acknowledges that Confidential Information may be covered by the Customer’s professional secrecy.
AI Model Training: The AI models are not trained on the Customer’s Confidential Information unless explicit consent is given.
11. Dispute Resolution
Governing Law: This Agreement is governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles.
Mediation and Arbitration: If a dispute cannot be resolved through negotiation within thirty (30) days, either Party may request mediation through a mutually agreed mediator. Should mediation fail, the dispute will be resolved by arbitration under the rules of the Belgian Centre for Arbitration and Mediation (CEPANI), conducted in Ghent, Belgium, in either Dutch or English.
12. Software Updates and Maintenance
Periodic Updates: Artificieel will periodically update the Services to improve functionality, performance, and security.
Notification of Updates: The Customer will be notified of any significant updates at least seven (7) days in advance.
Automatic Application: These updates will be applied automatically.
Customer Responsibility: The Customer is responsible for ensuring their use of the Service remains compatible with these updates.
Scheduled Maintenance Notification: Scheduled maintenance that may result in Downtime will be communicated at least two (2) days in advance.
Emergency Maintenance: Emergency maintenance may be conducted without prior notice, but Artificieel will endeavor to inform the Customer as soon as possible.
Minimizing Disruption: Artificieel will make reasonable efforts to minimize any disruption caused by updates and maintenance activities.
Support During Maintenance: Artificieel will provide support to the Customer during updates and maintenance to ensure continuity of service.
13. User Conduct and Acceptable Use Policy
The Customer agrees to use the Service in a responsible and lawful manner. The following actions are strictly prohibited:
Using the Service for any illegal or unauthorized purpose, including but not limited to violating any local, national, or international laws.
Attempting to gain unauthorized access to the Service, other users' accounts, or any other systems or networks connected to the Service.
Engaging in any activity that disrupts or interferes with the performance of the Service or the networks connected to the Service.
Transmitting any viruses, malware, or other harmful code through the Service.
Sharing login credentials or allowing multiple individuals to use a single User account.
Using the Service to store or transmit inappropriate, offensive, or illegal content, including but not limited to content that is defamatory, obscene, or infringing on intellectual property rights.
Reverse engineering, decompiling, or otherwise attempting to derive the source code of the Service.
The Customer is responsible for ensuring that all Users comply with this Acceptable Use Policy.
Notification and Remediation: In case of a breach of the Acceptable Use Policy, Artificieel will notify the Customer and allow reasonable time for remediation.
Suspension and Termination: Artificieel may suspend or terminate access to the Service for breaches of the Acceptable Use Policy, in addition to other remedies available under this Agreement.
14. General Provisions
Entire Agreement: The Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter herein.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver: No waiver by any Party of any breach or default of any provision of this Agreement will be deemed a waiver of any subsequent breach or default.
Marketing: If stated in the Order Form, the Customer grants Artificieel the right to use the Customer’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying the Customer as a Jurimesh customer. Upon the Customer’s written request, Artificieel shall immediately cease any such use as instructed by the Customer.
