General Terms and Conditions
These are the General Terms and Conditions of PractAIce B.V. (hereinafter “PractAIce”).
1. Definitions
Capitalized terms used in these General Terms and Conditions and defined in the Master Agreement have the same meaning as in the Master Agreement.
Applicability and validity
Deze algemene voorwaarden zijn op iedere door PractAIce aanvaarde opdracht/Overeenkomst van toepassing, inclusief op eventuele vervolgopdrachten/Overeenkomsten en nieuwe opdrachten/Overeenkomsten en op andere door PractAIce verleende Diensten aanKlant.
Deviations from these General Terms and Conditions or deviations and/or additions to an assignment/ Agreement are only valid if they have been expressly agreed upon in writing between PractAIce and Client.
PractAIce reserves the right to unilaterally modify these General Terms and Conditions at any time. The most recent version of the General Terms and Conditions can always be found on the PractAIce website. Deviations from these General Terms and Conditions are only valid if expressly confirmed in writing by PractAIce.
If one or more provisions of these General Terms and Conditions are invalid, contrary to law or unenforceable, this shall not affect the validity of the remaining provisions. The Parties will negotiate a new provision in good consultation, to replace the invalid or unenforceable provision, which follows as closely as possible the purport of the invalid or unenforceable provision.
Van deze algemene voorwaarden bestaat een Nederlandse en Engelse versie. In het geval van strijdigheid tussen de Nederlandse versie en de Engelse versie, geldt de Nederlandse versie.
3. Quotes and offers
Client must provide accurate and current information when entering into the Agreement and during its term. Changes in relevant data must be communicated to PractAIce in a timely manner.
All offers and quotations of PractAIce are without obligation, unless expressly stated otherwise in the quotation. A quotation is only valid for the specific assignment mentioned in the quotation and not for any future assignments. PractAIce may assume the accuracy of the information provided by the Client and will prepare the quotation based on this information.
PractAIce reserves the right to correct any typographical, mathematical or other errors in its quotations. Where such errors result in incorrect pricing or other essential information that may affect Client’s acceptance, PractAIce will expressly notify Client of the correction.
4. Payment terms
Unless expressly agreed otherwise, the Fee for the Services will be invoiced to Client annually in advance with a payment period of thirty (30) days from the invoice date.
If invoices are not paid or not paid on time, PractAIce has the right to (suspend or terminate) its obligations. This does not affect the Client’s obligation to pay the (outstanding) invoices on time and in full.
5. Nature and performance of the Agreement
PractAIce strives to provide the AI-driven role-playing games and related Services with professionalism and care, without offering any guarantee as to accuracy, completeness or availability.
The Right to Use the AI-driven role-playing games and related Services offered by PractAIce is exclusively reserved to the User for personal or business purposes, strictly in line with the arrangements made in the Agreement and Terms of Use.
PractAIce only grants a non-exclusive and non-transferable Right of Use to Client to use the Services in accordance with the terms and purposes expressly agreed in the Agreement, within the limitations of these General Terms and Conditions and in accordance with applicable laws and regulations.
PracAIce does not warrant that the AI-driven role-playing games and Services are suitable for the actual and/or Client intended use, unless the uses are clearly and unreservedly specified in the Agreement.
De AI-bestuurde rollenspellen en daaraan gerelateerde Diensten zijn uitdrukkelijk niet bedoeld om te worden gebruikt voor het nemen van besluiten die van invloed zijn op de voorwaarden van arbeidsgerelateerde betrekkingen, de bevordering of beëindiging van arbeidsgerelateerde contractuele betrekkingen, voor het toewijzen van taken op basis van individueel gedrag of persoonlijke eigenschappen of kenmerken, of voor het monitoren en evalueren van prestaties en gedrag van personen in dergelijke betrekkingen.
Client is not free to allow third parties to use the Services. Third parties expressly do not include the Users covered by the scope of the Agreement.
PractAIce reserves the right to terminate Client’s and/or its Users’ Right of Use at any time without prior further notice or take other appropriate action, if there is suspicion that the Services are being used in a manner that violates the Agreement, Terms of Use or laws or regulations.
Client shall indemnify PractAIce against all third party claims arising from Users’ use of the Services in a manner inconsistent with the Agreement or Terms of Use, including, but not limited to, claims arising from or related to the dissemination of inappropriate content, infringement of intellectual property rights, or other violations of applicable laws and regulations.
PractAIce is authorized to engage third parties in the performance of the Agreement.
6.Maintenance and availability
PractAIce endeavors to keep the Services continuously operational and available during the term of the Agreement. If nevertheless, for any reason, the Services are (temporarily) unavailable or not fully available, PractAIce will make every effort to make the Services available again as soon as possible.
PractAIce may make changes to the content of the Services. If such changes are substantial and PractAIce can reasonably expect that this will result in a change in the procedures in force with the Client, PractAIce will inform Client in advance. In that case, Client will be entitled to terminate the Agreement in writing by the date of the change and the amount already charged for the remaining term of the Agreement will be refunded pro rata, unless the change is related to changes in relevant laws and regulations or other requirements prescribed by competent authorities.
PractAIce may take the Services temporarily, in whole or in part, out of service due to maintenance work. This may mean that Users are temporarily unable to use (certain features) of the Services. PractAIce is not liable for any damage or loss resulting from the temporary unavailability of the Services during maintenance or updates.
PractAIce will make every effort to timely inform Client of the cause of the unavailability of the Services and the expected duration thereof. PractAIce will not allow the unavailability to last longer than is necessary for the maintenance or updates in question and, as much as possible, to take place at times when the Services are usually used least intensively.
PractAIce cannot guarantee that the AI-driven role-playing games and related Services will be completely error-free and function without interruption.
7. Privacy and data processing
Responsibility for data processed by PractAIce using the Services, including but not limited to personal data, lies with the Client. Client warrants to PractAIce that the content, use, and/or processing of data is not unlawful and does not infringe any rights of a third party.
Insofar as PractAIce qualifies as a processor for the personal data processed using the Services, Client and PractAIce will enter into a Data Processing Agreement with each other in which the agreements regarding the processing and protection of personal data are recorded.
PractAIce is not responsible for any damages resulting from the processing of data entered, stored, collected or otherwise processed by or on behalf of Client or its Users using PractAIce’s Services. Client shall indemnify PractAIce against all third party claims in this regard.
8. Intellectual property rights
Intellectual property rights, including but not limited to copyrights, trade secrets, trademarks, domain names and materials arising from or relating to the AI-driven role-playing games and Services are vested exclusively in PractAIce, its licensors or suppliers. Client and its Users obtain only those Rights of Use expressly granted by the Agreement and mandatory by law.
The Agreement between the Parties explicitly does not lead to any form of transfer of these intellectual property rights to Client. Client is prohibited from registering or establishing any intellectual property rights (or having them registered) to results, documents, information, ideas arising from or related to PractAIce’s Services.
Unauthorized use of the AI-driven role-playing games or other Services is expressly prohibited and may result in termination of the Agreement, without PractAIce being liable to compensate Client or its Users for any damages whatsoever.
Client shall not reverse engineer, decompile, copy, modify, sublicense, transfer, sell or otherwise make PractAIce’s Services available to any third party, except if and to the extent expressly permitted under the Agreement or as provided by mandatory law. Any use of the Services for your own commercial purposes without PractAIce’s express permission is prohibited.
Unless otherwise agreed in writing between the Parties, PractAIce is permitted to use the Client’s name and logo for PractAIce’s marketing purposes.
9. Force majeure
Neither Party shall be obliged to fulfil any obligation if prevented from doing so because of force majeure. Force majeure on the part of PractAIce includes, but is not limited to natural disasters, war, terrorist activities, electricity failures, internet or communication network failures, (cyber) attacks, (cyber) vandalism and force majeure of suppliers of PractAIce.
If the period of force majeure lasts longer than 90 days, either Party has the right to terminate or dissolve the Agreement in writing. What has already been performed under the Agreement shall in that case be settled pro rata, without the Parties owing each other anything else.
10. Liability
The total liability of PractAIce to Client for damages of any nature and on any legal basis whatsoever shall be limited to the amount paid by Client to PractAIce for the Services in connection with which the damages have arisen in the period of one calendar year preceding the assertion of liability with a maximum of EUR 10,000.00 (in words: ten thousand Euros).
To the fullest extent permitted by law, PractAIce’s liability for any indirect or consequential damages suffered by the Client or Users in connection with the (performance of the) Services is excluded, including but not limited to loss of profits, incurred losses, diminished goodwill, reputational damage, loss or corruption of data or documents or any other form of damage resulting from the modification, suspension or termination of the Services.
PractAIce is not liable for errors and/or shortcomings of third parties, which in any case includes the provider of the large language model on which the AI-driven role-playing games run.
Client indemnifies PractAIce for claims of Users and third parties, who in connection with the implementation of the Agreement suffer damage which is the result of acts or omissions of Client, which in any case includes unsafe situations within the organization of Client.
Limitations and exclusions of liability do not apply in case of intentional or deliberate recklessness on the part of the PractAIce management.
11.Applicable law and dispute resolution
Any legal relationship between PractAIce and Client arising out of or related to an Agreement or Services performed by PractAIce shall be governed exclusively by Dutch law.
For all disputes arising from or related to a legal relationship between PractAIce and Client, Parties will first endeavor to find a solution through mutual consultation or, if agreed, through mediation, with the aim of avoiding court proceedings. Should an amicable solution not be reached, the District Court of Amsterdam shall have exclusive jurisdiction for the resolution of such disputes.