Article 1 Definitions 

In these terms and conditions, the following definitions will apply:

• Brainvine: the private limited company Brainvine B.V., located in Amsterdam, registered with the Chamber of Commerce under number 91556961.

• Service: the software-as-a-service offered by Brainvine under the name "Brainvine Marketing Suite", including all modules, functions, (beta) features, integrations, and updates.

• Customer: any natural person or legal entity that registers for and uses the Service in the exercise of a profession or business (B2B).

• Account: the digital environment created by or on behalf of the Customer to gain access to the Service.

• Subscription: the selected subscription type (including monthly or yearly, including Teams) as published on www.brainvine.ai.

• Agreement: the agreement established between Brainvine and Customer by registering for an Account, purchasing/activating a Subscription, or signing an order (form), including any additional arrangements.

• General terms and conditions: these general terms and conditions.

• External services: services provided by third parties, APIs, models, and infrastructure on which the Service (partly) relies.

• Business day: Monday to Friday, excluding recognized public holidays in the Netherlands.

Article 2 Applicability and hierarchy

1. These general terms and conditions apply to all offers, legal relationships, Agreements, and the use of the Service.

2. Deviations only apply if expressly agreed upon in writing with Brainvine.

3. The applicability of the Customer's purchasing or other (general) terms and conditions is expressly rejected.

4. Hierarchy: (i) specific written agreements in the Agreement or order take precedence over (ii) these general terms and conditions, and these take precedence over (iii) any other documents or policies.

5. These general terms and conditions also extend for the benefit of (and may be invoked by) directors, employees, and third parties engaged by Brainvine. This is an irrevocable third-party clause in the sense of Article 6:253 of the Dutch Civil Code.

6. Only Brainvine is considered a contracting party. To the extent applicable, Article 7:404 and Article 7:407 paragraph 2 of the Dutch Civil Code are excluded and remain inapplicable.

Article 3 Formation of the Agreement

1. The Agreement is formed by registering for an Account and accepting these terms, or by explicit written acceptance of an offer/order.

2. Brainvine can refuse or terminate a registration or order if abuse, violation of these terms, or other serious grounds are identified or suspected.

3. The Customer is responsible for ensuring that the person creating or ordering the Account is authorized to do so.

Article 4 License and use

1. Brainvine grants the Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service within the selected Subscription.

2. The Customer is prohibited from:

• copying, (re)selling, renting, leasing, or making the Service available to third parties outside the agreed seats/user access;

• circumventing, testing, or violating security measures;

• attempting to retrieve the source code (reverse-engineering), except where mandatory law permits this;

• using the Service in violation of laws and regulations, third-party rights (including intellectual property rights and privacy rights), or the agreed purpose;

• posting or generating content that is illegal, discriminatory, defamatory, misleading, harmful, or otherwise impermissible.

3. The Customer is fully responsible for the content uploaded, integrated, or generated using the Service (including any prompts, data, and output) and its use.

4. Access data is personal. The Customer ensures adequate security of Accounts and reports incidents or suspected misuse immediately via the support channels.

5. Brainvine may limit fair use limits, rate limits, and malicious or excessive usage to ensure service provision for all customers.

Article 5 Subscriptions, rates, and payment

1. Subscription rates are listed on www.brainvine.ai and are exclusive of VAT and other levies.

2. Payments are processed via Stripe (including iDEAL, SEPA, credit card) by direct debit, unless otherwise agreed. For Teams and Feeds subscriptions, invoicing is done in advance according to the agreed terms. Usage costs are billed monthly in arrears.

3. Invoices have a payment term of 14 days after the invoice date. If this period is exceeded, the Customer is in default without further notice and is liable to pay statutory commercial interest, plus reasonable (extrajudicial) collection costs. In this case, Brainvine may suspend the Service and/or render the claim immediately due and payable.

4. Subscription costs are due at the start of the chosen period and are non-refundable. Downgrades or cancellations are never retroactive.

5. Brainvine will generally not change rates for existing customers during the term of their Subscription. Only in exceptional circumstances (such as significant changes in the Service, external costs, or legislation) may Brainvine decide to adjust prices. In such cases, the Customer will be notified in writing well in advance and is entitled to cancel the Subscription free of charge prior to the effective date of the change.

6. Any promotions or discounts do not automatically apply to renewals or other Subscriptions, unless expressly stated.

Article 6 Duration, extension, and termination

1. Subscriptions are entered into on a monthly or yearly basis, depending on the Customer's choice, and automatically renew for the same period unless otherwise agreed.

2. Termination can be performed independently by the Customer via the profile page. The Subscription remains active until the end of the current period. For Teams or Feeds subscriptions, contact customer service.

3. Upon termination of the Subscription, the Account and the data contained therein will be retained. The Customer can reactivate the Subscription at any time.

4. If the Customer permanently deletes the Account via the profile page, all data will be irrevocably removed, subject to legal retention obligations.

5. Brainvine may terminate or suspend the Agreement/Subscription (interim) with immediate effect if: (i) the Customer fails to comply with the obligations under the Agreement or the law and does not remedy this within a reasonable period after notice of default; (ii) bankruptcy or suspension of payment is requested or granted; (iii) the WSNP is declared applicable to the Customer; or (iv) there is a change in control of the Customer that poses unacceptable risks to Brainvine.

6. If the Customer or Brainvine terminates (temporarily) on grounds attributable to the Customer, Brainvine may claim reimbursement for identifiable costs and damages (including loss of occupancy).

Article 7 Availability, deadlines, maintenance, and support

1. Brainvine strives for good availability of the Service but does not provide guarantees or service levels. Deadlines mentioned or agreed upon by Brainvine are considered target deadlines.

2. The Service is also dependent on External services (e.g. APIs, models, infrastructure). Brainvine cannot guarantee uninterrupted operation or performance of such External services.

3. Maintenance, updates, and changes may take place without prior notice. Where reasonably possible, Brainvine will timely communicate planned maintenance.

4. Support is provided via email and chat during business hours and limited telephone support during business hours. Live chat and AI bot are available 24/7.

5. Beta and experimental features are provided "as is" without any guarantees and may be changed or discontinued at any time.

6. In all cases, Brainvine is only in default after written notice of default by the Customer, including a detailed description of the shortcoming and a reasonable remediation period of at least 60 days.

Article 8 Data, privacy, and security

1. Brainvine retains customer data indefinitely as long as the Account exists. Deletion occurs at the request of the Customer or upon termination with account deletion, subject to legal retention obligations.

2. Customers cannot export their data. Data is accessible as long as the Account is active.

3. Brainvine processes personal data in accordance with the GDPR and the privacy policy published on www.brainvine.ai. To the extent and when required, parties will enter into a data processing agreement.

4. 8.4 Both parties shall keep confidential any information obtained in the context of the execution of the Agreement that they know or should reasonably understand to be confidential.

5. Brainvine will take reasonable technical and organizational measures appropriate to the nature of the Service. No security is perfect; the Customer remains responsible for their systems, access management, and integrations.

6. In the event of a security breach with significant impact, Brainvine will inform the Customer in accordance with applicable law.

Article 9 Intellectual property and content

1. All intellectual property rights to the Service, software, code, documentation, designs, and trademarks belong to Brainvine or its licensors.

2. All output generated by the Service is solely owned by the Customer, including commercial usage rights, as long as that output does not infringe third-party rights or applicable law.

3. The Customer guarantees they are entitled to use the input and data provided and indemnifies Brainvine against claims from third parties in this respect.

4. Feedback or suggestions from the Customer may be freely used by Brainvine to improve the Service without any obligation for compensation.

5. The Customer grants Brainvine permission to use the Customer's name and logo as a reference in commercial communications unless the Customer objects in writing.

Article 10 Information provision by Customer

1. The Customer shall provide all information reasonably necessary for the proper functioning of the Account and the Service (including accurate billing and payment data, user data, and access rights for integrations) in a timely manner.

2. The Customer is responsible for the accuracy, completeness, and reliability of this information and that they are entitled to provide this to Brainvine.

3. Additional costs and damages due to incorrect, incomplete, or untimely information shall be borne by the Customer. Brainvine may suspend operation and access until the Customer provides the requested information. 

Article 11 Liability

1. Use of the Service is at the Customer's own risk. Brainvine is not liable for:

• inaccuracies or incompleteness in generated content;

• damage due to the unavailability or malfunctioning of the Service or External services;

• indirect damage, consequential damage, lost profits, reputational damage, loss or corruption of data;

• damage resulting from actions of third parties engaged by Brainvine, except for intent or gross negligence by Brainvine.

2. To the extent possible under Dutch law, any liability of Brainvine is limited to the amount paid out in the relevant case under the insurance taken out by it. If no payout occurs, the liability is limited to an amount equal to the fees paid by the Customer in the twelve (12) months preceding the event.

3. Claims of the Customer expire if the Customer has not notified Brainvine in writing within one (1) year after discovering or reasonably being able to discover the damage.

Article 12 Indemnity

1. The Customer indemnifies Brainvine against all claims from third parties related to content provided, integrated, or generated by the Customer, the use of the Service by or on behalf of the Customer, and violations of these terms. This indemnity includes reasonable costs of legal assistance and defense.

Article 13 Force majeure

1. Brainvine is not obliged to comply in cases of force majeure. Force majeure includes, among other things, disruptions in internet or telecommunications infrastructure, outages or limitations of External services and APIs, DDoS attacks, power outages, pandemics, government measures, and other events beyond the control of Brainvine.

2. In the event of force majeure, obligations are suspended for as long as the force majeure continues. If the force majeure lasts longer than sixty (60) days, any party may terminate the Agreement in writing without liability for damages.

Article 14 Staff acquisition

1. The Customer shall not approach or hire any employees of Brainvine involved in the performance of the Service (directly or indirectly) for work for the Customer during the term of the Agreement and twelve (12) months thereafter, without prior written consent from Brainvine.

Article 15 Transfer

1. The Customer is not permitted to transfer rights and obligations under the Agreement to third parties without prior written consent from Brainvine. This prohibition also has property law implications in the sense of Article 3:83 paragraph 2 of the Dutch Civil Code.

2. Brainvine is always permitted to transfer rights and obligations under the Agreement (in advance) to third parties, such as within the context of a reorganization or transfer of (parts of) the business.

Article 16 Changes to the Service and terms

1. Brainvine may continuously improve and modify the Service, including adding, changing, or discontinuing features or modules. In the event of changes with materially adverse impact for the Customer, Brainvine will, where reasonably possible, communicate promptly; the Customer may then terminate the Subscription as of the effective date of the change.

2. Brainvine may amend these general terms and conditions. Changes will be communicated to the Customer in a timely manner. If the Customer does not agree, they may terminate the Subscription prior to the effective date of the change.

Article 17 Confidentiality

1. The parties shall treat all confidential information received in the context of the Agreement strictly confidential and shall not disclose or use it for any purpose other than execution of the Agreement, except to the extent disclosure is mandatory under law or binding judgment.

2. The obligation under this article remains in force after termination.

Article 18 Final provisions, applicable law, and disputes

1. If any provision of these terms is wholly or partially void, invalid, or unenforceable, this does not affect the validity of the remaining provisions. The parties will consult to agree upon a valid provision that approaches the intention of the invalid provision as closely as possible (conversion).

2. Notices may legally be made digitally (including via email or through the Service).

3. These terms and the Agreement shall be exclusively governed by Dutch law.

4. All disputes shall be submitted to the competent court in Amsterdam.