Terms and Conditions
These are the general terms and conditions of PractAIce B.V. (hereinafter: “PractAIce”).
1. Definitions
Terms that are capitalized in these general terms and conditions and defined in the Main Agreement shall have the same meaning as in the Main Agreement.
2. Applicability and validity
These general terms and conditions apply to every assignment/Agreement accepted by PractAIce, including any follow-up assignments/Agreements and new assignments/Agreements, as well as to other Services provided by PractAIce to the Customer.
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 the Customer.
PractAIce reserves the right to unilaterally amend these general terms and conditions at any time. The most recent version is always available on the PractAIce website.
If one or more provisions in these general terms and conditions are invalid, unlawful, or unenforceable, this shall not affect the validity of the remaining provisions.
These general terms and conditions are available in both Dutch and English. In the event of any conflict between the Dutch version and the English version, the Dutch version shall prevail.
3. Quotations and offers
The Customer must provide accurate and up-to-date information when entering into the Agreement and throughout its duration.
All offers and quotations from PractAIce are non-binding, unless explicitly stated otherwise in the quotation. A quotation applies only to the specific assignment stated in the quotation and not to any future assignments.
PractAIce reserves the right to correct any typographical errors, calculation errors, or other mistakes in its quotations.
4. Payment terms
Unless expressly agreed otherwise, the Fee for the Services will be invoiced annually in advance to the Customer with a payment term of thirty (30) days after 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 Customer’s obligation to pay the (outstanding) invoices in full and on time.
5. Nature and execution of the Agreement
PractAIce aims to provide AI-driven roleplays and related Services with professionalism and due care, without offering any guarantees regarding accuracy, completeness, or availability.
The right to use the AI-driven roleplays and related Services provided by PractAIce is exclusively granted to the User for personal or business purposes, strictly in accordance with the agreements made in the Agreement and Terms of Use.
PractAIce grants only a non-exclusive and non-transferable right of use to the Customer to use the Services in accordance with the terms and purposes explicitly agreed upon in the Agreement.
The AI-driven roleplays and related Services are explicitly not intended to be used for making decisions that affect the conditions of employment relationships, the promotion or termination of employment-related contractual relationships, for assigning tasks based on individual behavior or personal characteristics, or for monitoring and evaluating the performance and behavior of individuals in such relationships.
The Customer is not permitted to allow third parties to use the Services. Third parties do not include Users who fall within the scope of the Agreement.
PractAIce reserves the right to terminate the Customer’s and/or its Users’ right of use at any time without prior notice or to take other appropriate measures if there is a suspicion that the Services are being used in a manner that is contrary to the Agreement, Terms of Use, or applicable laws and regulations.
The Customer indemnifies PractAIce against all claims from third parties arising from the use of the Services by Users in a manner that is contrary to the Agreement or Terms of Use.
PractAIce is entitled to engage third parties in the execution of the Agreement.
6. Maintenance and availability
PractAIce aims to keep the Services continuously operational and available during the term of the Agreement. If, for any reason, the Services are (temporarily) unavailable or not fully available, PractAIce will make reasonable efforts to restore availability as quickly as possible.
PractAIce may make changes to the content of the Services. If such changes are substantial and PractAIce can reasonably expect that they will affect the Customer’s procedures, PractAIce will inform the Customer in advance.
PractAIce may temporarily suspend the Services, in whole or in part, for maintenance purposes. PractAIce is not liable for any damage or loss resulting from temporary unavailability of the Services during maintenance or updates.
PractAIce cannot guarantee that the AI-driven roleplays and related Services will be completely free of errors or function without interruptions.
7. Privacy and data processing
The Customer is responsible for the data processed by PractAIce through the use of the Services, including but not limited to personal data. The Customer guarantees to PractAIce that the content, use, and/or processing of data is not unlawful and does not infringe any rights of third parties.
To the extent that PractAIce qualifies as a processor for personal data processed through the Services, the Customer and PractAIce shall enter into a data processing agreement.
PractAIce is not responsible for any damage resulting from the processing of data that has been entered, stored, collected, or otherwise processed by or on behalf of the Customer or its Users using PractAIce’s Services.
8. Intellectual property rights
Intellectual property rights, including but not limited to copyrights, trade secrets, trademarks, domain names, and materials arising from or related to the AI-driven roleplays and Services, are exclusively vested in PractAIce, its licensors, or suppliers.
The Agreement between the Parties does not explicitly result in any transfer of these intellectual property rights to the Customer.
Unauthorized use of the AI-driven roleplays or other Services is expressly prohibited and may lead to termination of the Agreement.
The Customer shall not reverse-engineer, decompile, copy, modify, sublicense, transfer, sell, or otherwise make available the Services of PractAIce to a third party, except as expressly permitted under the Agreement or as required by mandatory law.
Unless otherwise agreed in writing between the Parties, PractAIce is permitted to use the Customer’s name and logo for PractAIce’s marketing purposes.
9. Force majeure
Neither Party is obliged to fulfill any obligation if prevented from doing so due to force majeure. Force majeure on the part of PractAIce includes, but is not limited to: natural disasters, war, terrorist activities, power failures, disruptions of internet or communication networks, (cyber)attacks, (cyber)vandalism, and force majeure affecting PractAIce’s suppliers.
If the period of force majeure lasts longer than 90 days, either Party has the right to terminate or dissolve the Agreement in writing.
10. Liability
The total liability of PractAIce towards the Customer for damages, of any nature and on any legal basis whatsoever, is limited to the amount paid by the Customer to PractAIce for the Services in connection with which the damage occurred in the period of one calendar year preceding the claim, with a maximum of EUR 10,000.00 (ten thousand euros).
To the extent permitted by law, PractAIce’s liability for any indirect or consequential damages of the Customer or Users in connection with the (performance of the) Services is excluded, including but not limited to loss of profit, losses incurred, reduced goodwill, reputational damage, or loss or damage to data or documents.
PractAIce is not liable for errors and/or shortcomings of third parties, including in any case the provider of the large language model on which the AI-driven roleplays operate.
The Customer indemnifies PractAIce against claims from Users and third parties who suffer damage in connection with the execution of the Agreement as a result of actions or omissions by the Customer.
Limitations and exclusions of liability do not apply in cases of intent or deliberate recklessness on the part of PractAIce’s management.
11. Governing law and dispute resolution
Any legal relationship between PractAIce and the Customer arising from or related to an Agreement or Services provided by PractAIce shall be governed exclusively by Dutch law.
For all disputes arising from or related to a legal relationship between PractAIce and the Customer, the Parties shall first attempt to resolve the matter through mutual consultation or, if agreed, through mediation. If an amicable solution cannot be reached, the District Court of Amsterdam shall have exclusive jurisdiction to settle such disputes.