Terms of service
The terms governing use of the rex.ai platform.
Rex.ai General Terms and Conditions of Delivery and Privacy Conditions
1. Definitions
In these General Terms and Conditions the following capitalized terms have the following meanings:
General Terms and Conditions: This document containing the General Terms and Conditions.
Third Party: Any person or legal entity other than Rex.ai or the Client.
User: Any person or entity wishing to use or using the Applications, including the Client.
Data: All information and/or data fed into the Application/Service by the Client and/or the User.
Supplier: NeoRex.ai Holding B.V., a private limited company having its corporate seat in Amsterdam, the Netherlands, and registered in the Dutch Business Register under number 96601450.
Improper conduct: Conduct contrary to the law, public order, public decency, the Agreement, these General Terms and Conditions (including, without limitation, conduct contrary to the fair use rules or default of payment) and any other inappropriate conduct.
Client: The party concluding an Agreement with Rex.ai.
Agreement: The Agreement, i.e. all the terms agreed between Rex.ai and the Client regarding the performance of work, the provision of deliverables and/or the provision of services.
Parties: Rex.ai and the Client.
Rex.ai: NeoRex.ai Holding B.V., a private limited company having its corporate seat in Amsterdam, the Netherlands, and registered in the Dutch Business Register under number 96601450.
Applications/Service: Any and all information sources, applications, services and/or products made available or to be made available by Rex.ai, both online and offline (in hard copy format), including (without limitation) the services described in the Agreement.
Website: Rex.ai's website at http://www.rex.ai, including all subpages.
2. Applicability
2.1 These General Terms and Conditions apply to any use of the Applications and the Website and to any other services provided by Rex.ai to the Client. The applicability of any terms and conditions of the Client is hereby expressly rejected.
2.2 Rex.ai may amend and/or supplement these General Terms and Conditions, to the exclusion of anyone else. The current General Terms and Conditions are published on the Website or will be brought to the Client's attention during the use of the Applications. Rex.ai will make any amended General Terms and Conditions available to the Client via the Applications and/or via the Website at least three (3) months before they take effect. The Client's continued use of the Applications after these General Terms and Conditions have been amended and/or supplemented signifies the Client's irrevocable acceptance of the amended and/or supplemented General Terms and Conditions.
2.3 If any provision of these General Terms and Conditions is found to be void or voidable or is or becomes invalid in whole or in part for any other reason, the remaining provisions of the General Terms and Conditions will remain in full force and effect. Rex.ai will replace the invalid provision with a valid provision which, taking into account the content and purport of these General Terms and Conditions, has a legal effect as close as possible to that of the invalid provision. The Client does not have the right to nullify the replacement provision.
3. Use of the Applications
3.1 The Applications are continuously developed to improve their functionality. Rex.ai has the right to modify its Applications and platform whenever it deems necessary. This includes adding, removing or changing functionalities, modifying the user interface and changing the operation of the Applications and platform. When updates and/or changes lead to material changes in the user experience of Users and/or debtors, and/or when actions by Users are necessary to continue using the Applications, Rex.ai will inform the Client of the changes in a timely manner and minimize any effort required by the Client.
3.2 Rex.ai only grants the Client a non-transferable and non-exclusive right to use the Applications.
3.3 The Client and the User are responsible, at their own risk and expense, for the purchase and/or proper functioning of the infrastructure, suitable telecommunication facilities (including internet) and the most recent version/s of the software running on their hardware needed to use the Applications. Their responsibilities therefore include (without limitation) the obligation to download and install all operating system updates.
3.4 The Client remains the owner of the data provided by the Client for the use of the Applications. The Client also remains responsible for the data it provides. Rex.ai has the right to edit, store, reproduce and delete the data provided by the Client, at least to the extent that this is necessary for running the Applications. Rex.ai will observe customary confidentiality in doing so.
3.5 If the Client or others use an operating system other than that specified by Rex.ai, a browser other than that specified by Rex.ai, software or hardware that is not up to date, or otherwise fail to comply with Rex.ai's recommendations or instructions regarding the optimal usability of the Applications, Rex.ai will not be able to offer the same level of service in respect of its Service and will not be liable for any loss or damage.
4. Performance of the Agreement – General
4.1 Rex.ai continuously monitors the functionalities, availability and performance of the Applications. Rex.ai will use its best efforts to design and offer the Applications with due care. However, Rex.ai does not warrant that the Applications will always function without interruption or failure. Rex.ai is not liable for compensation or otherwise liable to the Client in any way for any loss or damage relating to any temporary unavailability, failure or downtime of the Applications, environment or Website.
4.2 Use of the Applications does not guarantee full or partial payment of the claim by the debtor.
4.3 If any performance by Rex.ai is defective and the Client has reported this in a timely manner, Rex.ai will re-perform the Service in question without defects or remedy the defective performance as soon as reasonably possible. If it is not reasonably possible to re-perform the Service in question without defects or to remedy the defective performance within a reasonable time, Rex.ai may pay the Client compensation in lieu of performance up to a maximum of the amount invoiced for the relevant performance for a one-month period.
4.4 Rex.ai may, at its own risk and expense, engage agents, including subordinates, and Third Parties for the performance of the Agreement.
4.5 If the Client fails to fulfil any of its obligations under the Agreement and/or these General Terms and Conditions, Rex.ai will notify the Client of this and give the Client a reasonable period to fulfil the obligation. If the Client then fails to fulfil the obligation within the specified period, Rex.ai reserves the right to suspend its obligations under the Agreement. Suspension by Rex.ai includes blocking the Client's and Users' access to the Applications.
5. Access and Fair Use Rules
5.1 The User obtains access to the Applications on behalf of the Client by entering the username and password (access credentials) that Rex.ai has registered for the User. The Client and the User are prohibited from disclosing the access credentials to Third Parties for whom they are not intended.
5.2 The Client is responsible for any use of the access credentials for the Applications. All actions that are traceable to the Client, for example through access credentials, regardless of whether they were performed by the Client, by persons employed by or affiliated to the Client, or by Third Parties, will be attributed to the Client.
5.3 The Client itself is responsible for entering the Data, the instruction and the timely updating of current instructions, whether or not by means of an automated and/or linked system. In principle, Rex.ai executes the instructions through an automated process and continues to do so until the Client has updated the status itself.
5.4 The Applications may not be used in contravention of the law, public order, public decency, the Agreement, these General Terms and Conditions and the conditions and rules of Third Parties on which Rex.ai or the User relies for the use of the Applications.
5.5 The User must behave as befits a responsible user. In particular, the following rules apply:
I. The Application is intended exclusively for the generation of texts for use in publications of the User's company. Any use that is inconsistent with this purpose, including but not limited to the generation of texts for Third Parties, use for illegal, unlawful or immoral purposes, or circumvention of access or use restrictions, will be considered abuse of the Application.
II. The User must use the Application within the limits of normal and reasonable business practices. The Supplier may consider excessive use, including consistently exceeding the average use levels of comparable clients, as abuse.
5.6 In the event of abuse as described above, the Client will be liable to pay a penalty of €5,000 per breach plus €500 for each day on which the breach continues, which penalty will be immediately due and payable without any notice of default being required, without prejudice to the Supplier's right to claim additional compensation and the right to immediately block access to the Service or terminate the Agreement.
5.7 The Supplier reserves the right to monitor the use of the Service and to take appropriate measures in case of suspected abuse, including suspending the Service and informing competent authorities if necessary. In such situations, the User is not entitled to compensation for loss or damage or any other compensation of any kind.
5.8 If Rex.ai experiences negative publicity as a result of abuse of the Applications, this will be regarded as damage or injury as referred to in Section 106 in Book 6 of the Dutch Civil Code, and the amount of compensation payable by the Client to Rex.ai in that case is set in advance at a minimum of €25,000, without prejudice to the latter's right to claim additional compensation.
6. Prices, Payment and Payment on Demand
6.1 All prices quoted in correspondence between the Parties are in euros and are exclusive of VAT, except as expressly otherwise stated in writing.
6.2 The fee for the use of the Applications is invoiced monthly by email.
6.3 The Client must pay Rex.ai's invoices within fourteen (14) days of the invoice date. An invoice sent electronically is deemed to be received on the day it is sent.
6.4 If the Client objects to an invoice, it must inform Rex.ai thereof by email within two (2) weeks of the invoice date. Objections to an invoice or part of an invoice do not suspend the Client's payment obligation.
6.5 If no objection is made to an invoice or part of an invoice within the period specified in Article 6.4, the invoice amount is final and binding. In the event of late payment, the Client will be in default without any notice of default being required.
6.6 The Client is not entitled to set off or suspend payment of any amount owed by the Client.
6.7 All amounts payable by the Client to Rex.ai become immediately due and payable upon termination of the Agreement. Rex.ai may increase prices annually. The agreed price for the Service may be adjusted annually as at 1 January (and retroactively) on the basis of the change in the consumer price index (CPI) for all households, published by Statistics Netherlands (CBS). The adjustment is made on the basis of the index figure for the month of October of the previous year compared to the index figure for October of the year prior thereto. If Statistics Netherlands discontinues publication of the said index, a comparable index will be used that most closely tracks changes in consumer prices over time.
6.8 A price adjustment under this clause does not entitle the Client to terminate or cancel the Agreement.
6.9 In the event of price-increasing government measures, such as tax increases and/or import tariffs, the agreed price will be increased accordingly without the Client having the right to terminate the Agreement. The Client is obliged to pay the then current price to Rex.ai in full.
7. Force Majeure
7.1 Rex.ai cannot be held liable for any failure to perform the obligations under the Agreement and Rex.ai will not be required to pay any compensation for loss or damage if the failure is due to force majeure within the meaning of Section 75 in Book 6 of the Dutch Civil Code. Force majeure includes in any case non-performance by suppliers of Rex.ai that are themselves affected by force majeure, power outages, interruptions of internet and telephone services, failures in cable connections and any other connections, disruptions caused by excavations other than those carried out on the instructions of Rex.ai, disruptions caused by government measures and regulations, and strikes.
7.2 If any failure by Rex.ai to perform the obligations under the Agreement as a result of force majeure continues for more than 14 days, either Party may terminate the Agreement without being liable to the other Party for compensation, on condition that such Party notifies the other Party of its intention to terminate the Agreement at least 14 days before the termination date and Rex.ai does not resume performance of the Agreement prior thereto.
8. Availability and Reliance on Third Parties
8.1 Rex.ai is committed to a high level of service. Rex.ai continuously monitors the functionalities, availability and performance of the Applications. However, Rex.ai does not warrant that the Applications will always function without interruption or failure. An interruption, malfunction or other temporary unavailability of the Applications does not constitute a failure on the part of Rex.ai.
8.2 Rex.ai may temporarily disable its Applications, including (without limitation) taking them offline, for maintenance, updates or for any other reason. Rex.ai will endeavour to do so outside office hours as much as possible and will give advance notice if reasonably possible.
9. Liability, Indemnity, Loss and Damage
9.1 Rex.ai's Applications are intended to support existing processes and operations within the Client's business. Accordingly, the Client and the Client's business should not be reliant on the Applications. The use of the Applications, or the inability to use the Applications – whether or not due to a failure on the part of Rex.ai – can therefore not lead to a situation where the Client suffers loss or damage as a result of the use of the Applications. This also means that the Applications and their use can never lead to liability of Rex.ai for loss or damage of any kind resulting directly or indirectly from the use of the Applications.
9.2 If the Client chooses to rely on the Applications for the achievement of its business objectives, despite the nature of the Applications, this will be at the Client's own risk and expense. Rex.ai will never be liable in such a case.
9.3 If Rex.ai can be held liable despite the above disclaimer of liability (after this has been judicially established), its liability per event or series of events with a common cause will in any case be limited to the amount paid out in the case in question under its indemnity insurance policy.
9.4 The Client indemnifies Rex.ai from and against claims by Third Parties arising from the use or improper use of the Applications by the Client. This means that the Client warrants payment in full to Rex.ai of any amount for which Rex.ai may be held liable by Third Parties as a result of the Client's use of the Applications.
10. Intellectual Property Rights
10.1 The intellectual property rights to all Applications remain the property of Rex.ai or of the Third Party from whom Rex.ai has obtained the right to make such services or Applications (or part thereof) available to the Client. When entering into the Agreement with the Client, Rex.ai only grants the Client a non-transferable and non-exclusive right of use, except as expressly otherwise provided in writing in the Agreement. Rex.ai warrants that it is entitled to grant such right of use.
10.2 If Rex.ai is held liable by a Third Party or is otherwise held responsible (directly or indirectly) for claims in respect of intellectual property rights relating to the content, Applications, publications or other disclosures of or associated with the Client, the Client is obliged to provide Rex.ai with all necessary assistance, both in and out of court, and the Client indemnifies Rex.ai against all costs and any loss or damage in connection with such Third Party's liability claim (see also Article 9.4 of these General Terms and Conditions).
10.3 The Client acknowledges and agrees in advance that Rex.ai may use the output generated by the Client through the Application (including articles) for purposes related to the improvement, development and optimization of the Application and related services.
10.4 In using such output, Rex.ai will take reasonable measures to prevent the Client's confidential business information from being identifiable or traceable, unless the Client has given its express permission for this.
10.5 The use of the output referred to in this Article includes, without limitation, training algorithms, improving language models, analysing usage patterns and testing new functionalities.
10.6 The Client warrants that it is entitled to make the generated output available for the purposes mentioned in this Article and indemnifies the Supplier from and against claims by Third Parties in this respect.
11. Privacy and Data Processing
11.1 The Client is a controller for the purposes of data protection legislation (the General Data Protection Regulation (GDPR), Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) and, as such, is responsible for compliance with this legislation. Responsibility for personal data processed in the context of the services provided lies with the Client. Where necessary, the Client must obtain explicit consent from the natural person/Third Party, in accordance with Article 7 of the GDPR, before processing personal data.
11.2 For the purposes of the Agreement, Rex.ai acts as a processor.
11.3 The Client warrants to Rex.ai that the content, use and/or processing of personal data are not unlawful and do not infringe any right of a Third Party, that the personal data is lawfully collected and shared, and the Client indemnifies Rex.ai from and against any legal claim and/or penalty by a Third Party, for whatever reason, in connection with the processing of such personal data, unless the Client proves that the facts underlying the claim are attributable to Rex.ai.
12. Termination and Cancellation
12.1 The Client has the right to terminate the Agreement without giving reasons, subject to 1 month's notice.
12.2 Rex.ai has the right to terminate the Agreement without giving reasons, subject to 3 months' notice.
12.3 The Client waives the right to cancel (ontbinden) the Agreement.
12.4 In addition to the statutory grounds for cancellation of the Agreement, Rex.ai also has the right to cancel the Agreement if:
a) the Client has applied for court protection from creditors (surseance van betaling), is adjudicated bankrupt or ordered to be wound up, or if the Client's legal entity is dissolved;
b) the Client ceases its business or the Client's business is liquidated.
12.5 As soon as the Agreement ends for any reason:
a) the Client will no longer have access to the Applications;
b) the Client's right to use the Applications ends and the Client must immediately cease and desist from using the Applications;
c) Rex.ai is no longer responsible for retaining the Data. Rex.ai is prepared to consult with the Client about the retention of the Data in the Application/Service in accordance with the GDPR, for a limited time to be determined by Rex.ai, after the termination of Agreement;
d) the Data will be made available to the Client at the Client's written request, as a download and/or in another format as determined by Rex.ai, on condition that Rex.ai has received payment in full of all amounts owed by the Client to Rex.ai. Rex.ai may charge the Client for the costs associated with the download and/or the provision of the Data.
13. Miscellaneous Provisions, Governing Law and Disputes
13.1 The Client agrees to receive notices, newsletters, publicity communications and other communications from Rex.ai at the email address provided by the Client. If the Client does not wish to receive such communications, it may notify Rex.ai accordingly by email at info@rex.ai.
13.2 All notifications from the Client to Rex.ai must be in writing and may be sent by email to nova@rex.ai. The burden of proof that Rex.ai has received an email or other written communication rests with the Client. All notifications to the Client may be made by email or by means of a message in the Applications.
13.3 The Client may not transfer or pledge its rights and obligations under the Agreement without Rex.ai's written permission.
13.4 Rex.ai may transfer its rights and obligations under the Agreement to Third Parties or assign or outsource the performance of the Agreement in whole or in part to Third Parties if it has reasonable grounds to do so, which grounds include ensuring the continuity of Rex.ai's services.
13.5 The Agreement, these General Terms and Conditions and any agreements resulting from the Agreement are governed exclusively by the laws of the Netherlands.
13.6 Any disputes arising between the Parties will be submitted to the jurisdiction of the competent courts in Amsterdam, the Netherlands, but not before the Parties have attempted to resolve the dispute out of court through consultation between the Parties at top management level. Should this not lead to a solution, an attempt must be made to resolve the dispute through mediation with the assistance of a mediator to be appointed by the Client and registered in the MFN register in the Netherlands. Failure to comply with this condition will result in inadmissibility of any action brought before the court by the Parties. It is expressly provided that the condition to resolve a dispute by mediation first does not apply to debt collection disputes where Rex.ai claims payment of one or more outstanding instalments/invoices.