Terms of Use

How we work together

These terms of use (the “Terms of Use”) apply to every use of SafeGPT and the associated platforms where our services are made available. Please read these Terms of Use carefully so that you, as a User, know your rights and obligations when using SafeGPT. If you have any questions regarding these terms and our services, please feel free to contact us.

Introduction

We are WiNC Solutions B.V. (hereinafter “Supplier”), specialists in artificial intelligence and office automation. It is our vision to help companies work more efficiently and effectively through the use of AI tools.

We are located in the Netherlands and are registered with the Chamber of Commerce under number 59633050 and with VAT number NL853580157B01. We can be reached by email at [email protected]. You can also reach us by phone on weekdays (Mon to Fri) between 09:00-17:00 at +31 70 22 11 000.

Definitions

In these Terms of Use, the following terms shall be understood as follows, regardless of whether they are used in the singular or plural:

SafeGPT: the unique service that allows Users to use AI tools for various office automation tasks, provided by Supplier.

User: A natural or legal person who, by agreeing to these Terms of Use, makes use of the SafeGPT services and the associated platform, provided by Supplier.

User Conditions: These terms of use.

Day: calendar day.

Working Days: Monday through Friday, excluding public holidays recognized by the government or other days on which Supplier is closed.

Applicability

These Terms of Use apply to every use of SafeGPT and the associated platform where our services are made available. By using SafeGPT and accepting these Terms of Use when creating an account, the User agrees to these Terms of Use.

The applicability of any other General Terms and Conditions, including the general conditions of Users, is excluded.

These Terms of Use may only be deviated from if this has been agreed in writing between Supplier and User.

Our Services

Through our unique SafeGPT service, Users can use AI tools for various office automation tasks. Users can use the services based on the subscription form chosen and thus have access to different functionalities and tools. It is expressly forbidden for Users to resell the SafeGPT service.

The quotation and the agreement ​

Before Supplier enters into an agreement with User regarding the use of SafeGPT, it always prepares a quotation. The quotation is without obligation and based on the information provided by the User. The prices mentioned in the quotation are always in euros and exclusive of VAT. A quotation has an acceptance period of fourteen (14) days. The quotation is only binding if it has been confirmed in writing within the aforementioned period. The agreement is concluded after the quotation has been accepted in writing.

Prices, invoicing and payment

The prices of the services are always stated in euros excluding VAT. The quoted costs are charged in advance by Supplier. Invoices are sent by email. The notification regarding the invoice will always come from the following email address: [email protected]Pre-calculations and estimates are only indicative in nature. When it appears that a User owes money for the performance provided by Supplier, relevant documents and data from the administration and/or systems of Supplier provide full proof, without prejudice to the right of a User to provide counter-evidence. 

For periodic payment obligations, Supplier is entitled to adjust the applicable prices and rates in writing and with a notice period of at least three (3) months. If a User does not agree with the adjustment, they are entitled to terminate the agreement in writing within thirty (30) days after the notification. 
Payment must be made within thirty (30) days after the invoice date. Parties may deviate from this with mutual and written consent.


If a User has a complaint about an invoice received from the Supplier, such complaint must be made known to the Supplier as soon as possible, but no later than fifteen (15) days after the invoice date. The Supplier will address this complaint as soon as possible and provide feedback within thirty (30) days. 
The User is not entitled to suspend any payments or to offset due amounts.


If the amount due is not paid or not paid on time, the User is, without the need for a reminder or notice of default, liable to pay statutory interest on the outstanding amount. 
If the User remains negligent in fulfilling the due payment after a reminder or notice of default, the Supplier may hand over the claim. In this case, the User is also liable for all additional costs.

Duration of the Agreement

The agreement between the Supplier and the User is a continuous agreement and is valid for the duration as agreed in the offer or until termination by either party.

The User has the right to terminate the agreement at any time and to stop using SafeGPT. The Supplier has the right to refuse the deletion of the account if the User still has to fulfill any payment obligations to the Supplier.

If the User acts in violation of these Terms of Use, the Supplier is entitled, in addition to other (legal) means available to the Supplier, to restrict, suspend or discontinue the activities of the User in connection with SafeGPT immediately, wholly or partly, and whether temporarily or permanently, and to terminate and/or delete the account temporarily or permanently. The Supplier will in no way be liable or obligated to pay damages to the user for this.

SafeGPT and the Services

Various AI tools are accessible via SafeGPT from the Supplier. SafeGPT offers different tools and functionalities, depending on the subscription chosen. At the User’s request, the Supplier will always issue a quote. Users only obtain a right of use for the services purchased via SafeGPT. The Supplier is not responsible for the content and operation of the tools within SafeGPT. The Supplier is not responsible for the purchase and/or proper functioning of the Users’ infrastructure. The Supplier is willing to advise Users on setting up the infrastructure to guarantee optimal use of the purchased services.

The User is responsible for the use of the purchased services. This includes control over the settings, the way the services are deployed, and instructions to users. 
The Supplier is not obligated to perform data conversion unless agreements have been made about this.


The Supplier will handle requests for support within a reasonable term. The Supplier cannot guarantee the accuracy, completeness, or timeliness of responses or provided support. Support is provided only on business days during the Supplier’s regular opening hours unless otherwise agreed in a separate Service Level Agreement.

Execution and Availability of the Service

The Supplier makes SafeGPT available to Users only. Users are not free to allow third parties to use the SafeGPT services.

If the Supplier performs work concerning data from the User, their employees, users, or customers at the request or competent order of a government authority or in connection with a legal obligation, all associated costs will be charged to the User.

The Supplier may make changes to its practices, offered services, and functionalities at any time. If these changes result in a change of procedures for the User, the Supplier will inform the User as soon as possible. The costs of this change are for the User’s account. In this case, the User is entitled to terminate the agreement in writing as of the date the change takes effect.

The Supplier may continue the SafeGPT platform and the associated services using new or modified Software. The Supplier is not obliged to maintain, modify, or add certain features or functionalities specifically for a User.

The Supplier may be required to temporarily shut down the SafeGPT platform in whole or in part for preventive, corrective, and adaptive maintenance or other types of service. The Supplier will then endeavor to resume the service provision as quickly as possible. If possible, the User will be informed of this in advance, and the shutdown will take place outside office hours as much as possible.

SafeGPT, the services, and the underlying software remain the property of the Supplier or its suppliers, even if the User pays a fee for the development or purchase (of parts) thereof by the Supplier.

The Supplier is never obliged to provide the User with a physical carrier containing the software to be made available and maintained for the User in the context of the Supplier’s services.

If and to the extent necessary for the performance of the Services and this agreement, the Supplier has the right to call on qualified third parties.

Warranties and Indemnities

The User is liable to the Supplier for, and fully indemnifies the Supplier against all damage and costs that the Supplier suffers or incurs due to a culpable failure in the performance of the Terms of Use by the User, any action by the User in the use of SafeGPT, or an unlawful act. All costs incurred and damage suffered by the Supplier in any way related to such claims will be reimbursed by the User.

The User indemnifies the Supplier against all claims from third parties, for any reason whatsoever, concerning compensation for damage, costs, interest, taxes, charges, and/or deductions related to or arising from the use of SafeGPT, third-party rights, including, but not limited to, Intellectual Property Rights.

The User accepts that SafeGPT contains only the functionalities and properties as found by the User at the time of use (“as is basis”). The Supplier expressly excludes express and implied warranties, commitments, and indemnities of any kind.

The User accepts that the functionalities of SafeGPT may change and the Supplier has the right to completely discontinue certain parts of SafeGPT without being liable to the User for any damage or compensation.

The Supplier aims to achieve an uptime of 99% for SafeGPT, excluding pre-announced maintenance, during a calendar year.

Confidentiality and Privacy

Both the Supplier and Users will observe strict confidentiality regarding all information exchanged between the parties before and after the conclusion of the agreement and which they know or reasonably should know is of a confidential nature and must remain secret.

Neither Party is allowed to provide the confidential information to third parties for the duration of the agreement and after its termination within a period of two (2) years without prior permission from the other party.

The confidentiality obligation does not apply if and to the extent that the provision of the relevant data to a third party is necessary due to a legal obligation.

Reservation of Ownership and Restrictions and Rights

SafeGPT and the services remain the property of the Supplier.

Users are not allowed to resell SafeGPT.

The right to use is granted to Users only as long as they fulfill their payment obligations.

The Supplier may retain the data, documents, software, and data files received in the context of the agreement, despite an existing obligation to transfer or deliver, until a User has paid all amounts due to the Supplier.

Intellectual Property

All intellectual property rights on software, materials, products, and services developed or made available by the Supplier or qualified third parties for the benefit of the User belong exclusively to the Supplier, its licensors, or suppliers. Unless otherwise and expressly agreed in writing, the User only acquires a right of use for the purchased services. A right of use granted to a User is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.

The User is not permitted to remove or modify any indication(s) concerning the confidential nature of information, or regarding copyrights, trademarks, trade names, or any other intellectual property rights. When the Supplier develops a service commissioned by a User, the intellectual property remains with the Supplier. The Supplier retains the right to exploit the service without any restrictions for itself or third parties. The transfer of an intellectual property right does not affect the Supplier’s right to make similar developments for itself or a third party that has been made for a User.

The Supplier reserves the right to use the knowledge acquired during the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

If the Supplier, at the User’s request, makes use of any material protected by third-party intellectual property rights, the User guarantees that the use of this material is lawful.

The User indemnifies the Supplier against any claim by a third party related to a possible infringement of their intellectual property rights.

Privacy and Data Processing

To deliver its services to Users, the Supplier may process personal data. This includes name and address information, email addresses, IP addresses, and profile photos. The Supplier processes these data with care and in accordance with applicable legislation, including the General Data Protection Regulation (GDPR).

If necessary for the delivery of the Supplier’s services, the User shall inform the Supplier in writing about the manner in which the User fulfills its legal obligations with respect to the protection of personal data.

Under the Personal Data Protection Act, article 8 sub b, the Supplier may provide personal data provided by the User to third parties as part of the execution of the agreement. Under the aforementioned law, the Supplier may also be required to provide personal data of the User to third parties if this is necessary based on a legal provision. For these purposes, the Supplier does not need the User’s consent.

 

The User indemnifies the Supplier for all claims of persons whose data are registered or processed in connection with the Agreement or for which the User is responsible according to applicable legislation regarding personal data, unless the User can demonstrate that the facts underlying the claim can be attributed to the Supplier.

Security

If the Supplier is obligated under an agreement to implement security measures, such security will meet the provisions regarding security agreed upon in writing between the parties. If the agreement lacks provisions concerning information security, a level of protection appropriate to the state of the technology will be provided at a minimum. The Supplier does not guarantee that this information security is effective under all circumstances.

The User is responsible for treating all login details with great care. These details should only be disclosed to authorized staff members. The Supplier is never liable for damage or costs resulting from misuse of access codes.

Liability

The Supplier’s total liability for a culpable failure to fulfill an agreement is limited to compensating the direct damage up to a maximum amount corresponding to the agreement’s dissolution value (excluding VAT).

If a periodic payment has been agreed upon in the agreement, the amount of the compensation will be set at the total of the fees (excluding VAT) for a maximum of one year. In no event shall the Supplier’s liability for direct damage, for any reason whatsoever, exceed the maximum amount paid out by the Supplier’s liability insurance. Liability is only recognized if it falls under the coverage of the Supplier’s liability insurance.

The Supplier is never liable for indirect damage, including but not limited to damage caused by an error in a tool within SafeGPT that is attributable to the tool’s developer, consequential damage, lost profits, missed savings, damage due to business interruption, and reduced goodwill.

 

The Supplier is only liable for a culpable failure to fulfill the agreement if the User immediately sends the Supplier a written default notice, providing a reasonable period for the Supplier to remedy the failure. The written default notice must contain a description of the failure that is as detailed and complete as possible, so that the Supplier can respond as adequately as possible.

Transfer of Risk

The risk of loss, theft, embezzlement, or damage to property, data (such as usernames, codes, and passwords), documents, software, or data files created, supplied, or used under the agreement passes to the User at the moment they can factually dispose of them.

Indemnity

The User indemnifies the Supplier against all claims by third parties related to or arising from the agreement between the Supplier and the User.

Force Majeure

If a party is wholly or partially prevented from fulfilling its obligations towards the other party due to circumstances beyond its control, this constitutes force majeure. In such cases, neither party is required to fulfill their obligations to the other. Both parties are entitled to suspend their obligations for the duration of the force majeure.

 

If a force majeure situation lasts longer than ninety (90) days, either party has the right to dissolve the agreement in writing. If work has already been performed under the agreement, it will be settled proportionally, without the parties owing each other anything.

Applicable Law and Disputes

Let’s hope that disputes never arise. Should this occur, the parties will endeavor to resolve any disputes arising from the agreement between them. In doing so, the parties will aim for a reasonable interpretation of the agreement, as well as these Terms of Use. If no solution can be found within a reasonable period, the agreement between the Supplier and the User is exclusively governed by Dutch law, and only the court in ‘s-Gravenhage has jurisdiction to hear the dispute.

Other Provisions

The User is not allowed to transfer, sell, or pledge the rights and obligations under an agreement with the Supplier that arise from these Terms of Use to a third party.

The Supplier is allowed to sell, transfer, or pledge its claims for payment of fees to a third party.

If any provision(s) in these Terms of Use is partially or wholly void or invalid for any other reason, the remaining provisions of these terms will remain as applicable as possible. The Supplier will replace the void or invalid part with provisions that are valid and whose legal consequences, in view of the purpose of these Terms of Use, correspond as much as possible with those of the void or invalid part.

Contact Us

For any questions or comments about this terms of use, please contact us using the contact information provided on our website. You may also sent an email to: [email protected]

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SafeGPT Netherlands BV © 2024. All Rights Reserved. – SafeGPT

SafeGPT Netherlands BV © 2024. All Rights Reserved. – SafeGPT

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