Terms and Conditions
1. Definitions
Capitalised terms used in these General Terms and Conditions and defined in the Master Agreement have the same meaning as in the Master Agreement.
2. Applicability and validity
2.1 These General Terms and Conditions shall apply to every assignment/ Agreement accepted by PractAIce, including to any follow-up assignments/ Agreements and new assignments/ Agreements and to other Services provided by PractAIce to Client.
2.2 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.
2.3 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.
2.4 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.
2.5 There is a Dutch and English version of these General Terms and Conditions. In case of conflict between the Dutch version and the English version, the Dutch version shall prevail.
3. Quotes and offers
3.1 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.
3.2 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.
3.3 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
4.1 Unless otherwise expressly agreed in writing, the Fees for the Services will be invoiced in accordance with the pricing, usage, and billing terms agreed upon in the Agreement. The Client shall pay invoices within thirty (30) days of the invoice date.
4.2 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. Obligations of the Parties
5.1 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.
5.2 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.
5.3 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.
5.4 PractAIce 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.
5.5 PractAIce is authorized to engage third parties in the performance of the Agreement. Unless PractAIce has given its express written consent, the Client may not allow third parties to use the Services. For the purposes of this provision, “third parties” expressly do not include Users who fall within the scope of the Agreement.
Third parties expressly do not include the Users covered by the scope of the Agreement.
5.6 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.
5.7 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.
5.8 Each Party shall reasonably assist the other Party in complying with its legal obligations, including responding to inquiries from regulators or other government agencies.
5.9 Where Client uses the Services as part of training services provided to its own customers or participants, Client shall not be responsible for any faults, errors, unavailability or other shortcomings of the Platform or Services, except to the extent caused by Client’s own acts or omissions. PractAIce remains responsible for the Platform and Services in accordance with the Agreement, while Client is responsible for the conduct of its customers and participants and the data they enter into the Platform.
6. Fair use
6.1. Client shall not use the Platform or the Services made available on it in any manner that would cause PractAIce to violate any laws or regulations applicable to it, including—but not limited to—the AI Act.
6.2. Client shall use the Platform exclusively in a manner that is reasonable and consistent with the intended, normal use of the Services.
6.3. It is not permitted to use the Platform in a manner that (i) disrupts the operation or security of the Platform, (ii) consumes a disproportionate amount of system capacity, or (iii) interferes with other users.
6.4. authorized use includes, in any event:
a. automated, bulk, or scripted requests that place an excessive load on the infrastructure;
b. circumventing or attempting to circumvent technical security measures, limits, or access controls;
c. storing, processing, or transmitting data in quantities that exceed normal usage;
d. using the Platform for activities that violate the Terms of Use, applicable laws and regulations, or the rights of third parties.
6.5. If, in PractAIce’s opinion, the use exceeds reasonable use, PractAIce is entitled to (i) restrict such use, (ii) impose additional terms or fees, or (iii) temporarily or permanently block access to the Platform.
6.6. PractAIce will inform Client in advance, where possible, of any intended action, unless immediate action is necessary to prevent damage, misuse, or disruption.
7. Maintenance and availability
7.1. PractAIce endeavours 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.
7.2. PractAIce may make changes to the content of the Services. If such changes are substantial in nature and PractAIce can reasonably expect that they will result in a material change to Client’s existing procedures or the agreed-upon use of the Services, PractAIce will inform Client of this in advance. In that case, Client is entitled to terminate the Agreement in writing effective as of the date on which the relevant change takes effect. To the extent that Client has already prepaid Fees relating to Services not yet delivered or not yet used, these will be refunded or offset. The foregoing does not apply if the change is necessary as a result of changes in applicable laws and regulations or other requirements prescribed by competent authorities, which PractAIce could not reasonably have foreseen at the time the Agreement was concluded.
7.3. 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.
7.4. 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.
7.5. PractAIce cannot guarantee that the AI-driven role-playing games and related Services will be completely error-free and function without interruption.
7.6. In the case of Flex, Client is responsible for ensuring that there is a sufficient balance of Consumption Units available. The temporary inability to start consumption-based Services due to an insufficient or zero balance of Consumption Units shall not be considered an unavailability of the Platform or a failure by PractAIce to perform under the Agreement.
8. Privacy and data processing
8.1. Responsibility for data processed by PractAIce using the Services, including but not limited to personal data, lies with the Client or Client’s customers. 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 (including any customers of Client).
8.2. 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.
8.3. PractAIce is not liable for any damage arising from data entered, stored, collected, or otherwise processed through PractAIce’s Services by or on behalf of the Client or its Users. The Client shall indemnify PractAIce against all third-party claims relating to such data.
9. Intellectual property rights
9.1. 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.
9.2. 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.
9.3. 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.
9.4. 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.
9.5. Unless otherwise agreed in writing between the Parties, PractAIce is permitted to use the Client’s name and logo for PractAIce’s marketing purposes.
10. Force majeure
10.1. 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.
10.2. 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.
11. Liability
11.1 PractAIce’s total liability to the Client for damages, of whatever nature and on whatever legal basis, is limited to the amount paid by the Client to PractAIce for the Services in connection with which the damages arose during the twelve (12) months preceding the event giving rise to the damages, up to a maximum of EUR 10,000.00 (in words: ten thousand euros).
11.2 To the fullest extent permitted by law, PractAIce’s liability for any indirect or consequential damages suffered by (customers of) 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.
11.3 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.
11.4 Client shall indemnify PractAIce against any claims by Users and third parties—which expressly includes any customers of —arising from the use of the AI-driven role-playing games and Services provided by PractAIce.
11.5 Limitations and exclusions of liability do not apply in case of intentional or deliberate recklessness on the part of the PractAIce’s management.
12 Artificial Intelligence
12.1 The Platform processes Input Data generated during simulated conversations and produces Output Data consisting of simulated responses and automated feedback intended to support Users’ training and skill development. The Platform is intended to supplement, but not replace, human learning and training processes.
12.2 PractAIce will use reasonable efforts to ensure the reliability, accuracy, and consistency of the Output Data, as described in the Documentation and the Terms of Use.
12.3 Output Data is generated automatically and may contain inaccuracies or subjective interpretations. Output Data is intended solely for training and self-development purposes and must not be used as an objective assessment of an individual’s professional performance.
12.4 Each Party shall ensure an adequate level of AI literacy among the personnel who operate or supervise the Platform.
12.5 Client shall assess the legal implications of its specific use of the Platform and the Services and, if necessary, implement appropriate (administrative) measures. Client shall, at its own discretion, comply with its obligations regarding oversight mechanisms under the AI Regulation.
12.6 PractAIce processes Input Data solely for the purpose of providing the Services under the Agreement. PractAIce will not use the Input Data for model training, product development, or any other purpose without the Client’s prior written consent. Such consent must specify the scope, duration, and applicable safeguards and may be revoked by the Client at any time.
12.7 To the extent that the Services utilize third-party AI models or infrastructure, including large language models provided through third-party services, such components are subject to the terms and conditions of the relevant third party.
12.8 To the extent that the processing of Input Data involves personal data, such data is subject to the provisions of Article 8. PractAIce will implement appropriate technical and organizational (security) measures to ensure the confidentiality, integrity, and availability of Input Data and Output Data. In addition to its obligations under the Data Processor Agreement, PractAIce will notify the Client as soon as reasonably possible of any detected system failure, misclassification, or system error that materially affects the operation of the Services.
12.9 PractAIce will implement safeguards to identify, monitor, and mitigate bias in Output Data. PractAIce maintains Documentation describing the general operation and limitations of the AI system and will make this Documentation available to the Client within a reasonable time upon written request
12.10 PractAIce may use Output Data for internal training purposes. However, no Right of Use is granted to create derivative models based on PractAIce’s model weights, unless this has been expressly agreed to in writing.
13 Audit and monitoring
13.1 Upon written notice, provided that a reasonable period of time is allowed, the Client or an independent auditor selected by the Client may audit PractAIce’s information security and privacy policies, practices, procedures, applications, and facilities related to the Services.
13.2 The Client may not conduct such audits more than once a year, except as provided for in applicable mandatory laws and regulations. Audits may only be conducted during regular business hours, and those conducting the audit must make reasonable efforts to minimize any disruption to PractAIce’s business operations caused by the audit, in accordance with PractAIce’s security policy.
13.3 Audits are limited to PractAIce’s processing facilities and personnel involved in the Services covered by the Agreement. PractAIce shall endeavour to make relevant personnel available to provide information and assistance to the extent reasonably requested by the Client in connection with such audits.
13.4 The Client shall bear all costs arising from or related to the audit. The Client may prepare an audit report summarizing the findings and observations of the audit (“Audit Report”). Audit reports and other similar reports are considered confidential information of PractAIce, and the Client may not disclose them to third parties unless strictly necessary. To the extent reasonably feasible, the Client shall ensure that PractAIce’s confidential information that does not need to be reported or disclosed is edited, deleted, or generalized so that no confidential information of PractAIce is disclosed.
13.5 PractAIce maintains internal documentation regarding major system updates that affect system behaviour.
14 Applicable law and dispute resolution
14.1 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.
14.2 For all disputes arising from or related to a legal relationship between PractAIce and Client, Parties will first endeavour 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.