Effective date 17 june 2025
1. Scope and Applicability
1.1 These General Terms and Conditions (hereinafter the "Terms") apply to all offers, agreements, and services provided by E-ComplAI B.V., a company registered in the Netherlands under number 97488321, having its registered address at Voordijk 17, 1391 VV Abcoude, the Netherlands (hereinafter "E-ComplAI"). The Terms govern the use of all E-ComplAI services, including but not limited to the E-ComplAI website and any related platforms or tools.
1.2 By using any service of E-ComplAI or by entering into an agreement with E-
ComplAI, the User accepts these Terms. In these Terms, "User" refers to any legal entity or natural person acting in the course of a profession or business that uses or requests services from E-ComplAI. These Terms do not apply to consumers (individuals acting outside their trade, business, or profession); E-ComplAI’s services are intended for professional use only.
1.3 Any User’s general terms or conditions (if provided) are expressly rejected and shall not apply. Deviations from or additions to these Terms are only binding if agreed in writing by E-ComplAI. Should any specific agreement be made between E-ComplAI and the User, that agreement prevails over these general Terms to the extent of any inconsistency.
2. Formation of Agreement
2.1 All offers and quotations by E-ComplAI (for example, on the website or via written proposal) are without obligation unless explicitly stated otherwise. E-ComplAI reserves the right to revoke or alter an offer at any time before acceptance.
2.2 An agreement between E-ComplAI and the User is formed when the User duly
accepts an offer or quote from E-ComplAI, or when E-ComplAI confirms in writing (including by email and WhatsApp) the User’s order or request for services. Mere use of E-ComplAI’s services (including creating an account or accessing the platform) may also constitute acceptance of these Terms if no separate agreement is signed.
2.3 If the User provides any incorrect or incomplete information during the formation of the agreement, E-ComplAI is entitled to adjust its obligations, pricing, or delivery terms accordingly. The User is responsible for the accuracy of information it provides and shall promptly inform E-ComplAI of any relevant changes.
3. Provision of Services by E-ComplAI
3.1 E-ComplAI will perform its services with reasonable skill and care, in accordance with professional standards. The services provided may include but not limited to: Software-as-a-Service (SaaS) platforms, AI-driven tools, consultancy or compliance advisory services, or other deliverables as agreed. E-ComplAI will make reasonable efforts to ensure its website and platforms are accessible and functional at all normal times.
3.2 All delivery times, turnaround estimates, or project deadlines indicated by E-
ComplAI are indicative and not strict deadlines, unless expressly agreed otherwise in writing. While E-ComplAI shall use its best efforts to meet agreed timelines, missing a deadline does not automatically constitute a breach of contract. If any delay occurs, E-ComplAI will inform the User as soon as possible and will endeavour to minimise the delay.
3.3 E-ComplAI may temporarily suspend the services (in whole or part) for
maintenance, updates, or resolving technical issues. Such suspension will be communicated in advance where reasonably possible. Suspension of services for maintenance or due to technical issues shall not give the User a right to any compensation; however, if an unreasonable prolonged interruption occurs, the Parties will confer to find an appropriate solution.
3.4 E-ComplAI has the right to engage third parties or subcontractors to fulfil its
obligations under the agreement. E-ComplAI remains responsible for the work performed by such third parties as if it were done by E-ComplAI itself, in so far as these Terms or the agreement do not stipulate otherwise.
4. User Obligations and Acceptable Use
4.1 The User shall use E-ComplAI’s services only for lawful purposes and in accordance with these Terms and any applicable instructions or documentation provided by E-ComplAI.
The User is responsible for ensuring that its use of the services (and any data or content uploaded or provided by the User) does not:
• infringe any third-party rights, including intellectual property rights or privacy rights;
• violate any laws or regulations, including applicable data protection or export control
laws;
• include any malicious code, viruses, or harmful components that could damage or
interfere with E-ComplAI’s systems or other users;
• involve transmitting or processing any content that is unlawful, defamatory, harassing,
obscene, or otherwise objectionable (insofar as the service allows User-generated
content).
4.2 The User must keep any account credentials (login names, passwords, API keys, etc.) confidential and secure. The User is liable for all activities that occur under its account. If the User suspects any unauthorised use of its account or a security breach, it shall notify E-ComplAI immediately. E-ComplAI may require the User to reset passwords or take other steps to ensure security.
4.3 The User shall provide E-ComplAI with all information and cooperation reasonably required for E-ComplAI to perform its services. If the User fails to provide the requested information or assistance in a timely manner, E-ComplAI may suspend the performance of services and is not liable for any delays or damages resulting from such failure.
4.4 Unless otherwise agreed in writing, the User shall not: (a) resell, sublicense, or
redistribute E-ComplAI’s services or any deliverables to third parties without E-ComplAI’s consent; (b) attempt to reverse engineer, decompile, or otherwise derive the source code or underlying ideas of any E-ComplAI software or tool (except to the extent permitted by mandatory law); or (c) remove or obscure any proprietary notices or branding on materials provided by E-ComplAI.
5. Fees and Payment
5.1 The User shall pay E-ComplAI the fees as agreed in the order, proposal, or contract. If the services are offered on a subscription or recurring basis, payment shall be due in advance for each billing period (as specified by E-ComplAI, e.g. monthly or annually) unless agreed otherwise. One-off or usage-based fees (if any) shall be invoiced as stated in the agreement or when the service is delivered.
5.2 All prices and fees are stated in Euros (EUR). Unless explicitly stated otherwise, prices are exclusive of VAT and any other applicable taxes or duties. The User is responsible for any taxes, levies, or charges imposed by authorities in connection with the services, apart from taxes on E-ComplAI’s income. If VAT or any sales tax is due, E-ComplAI will add such tax to the invoice at the applicable rate.
5.3 The User shall pay all invoices in full within the payment term stated on the invoice. If no payment term is specified, payment is due within 14 days from the invoice date. The User is not entitled to suspend any payment or to offset any amounts against sums due to E-ComplAI, except to the extent permitted by mandatory law.
5.4 If the User fails to pay any amount by the due date, E-ComplAI is entitled, without prejudice to any other rights, to charge statutory commercial interest on the overdue amount (in accordance with Dutch law) from the due date until the date of full payment. In addition, E-ComplAI may suspend its obligations or services until all overdue payments (including any interest) are made. All reasonable costs of collection (including legal fees and extrajudicial costs) incurred by E-ComplAI as a result of late payment shall be borne by the User.
5.5 The “Service Agreement” between E-ComplAI and the User outlines, among other things, the agreed pricing, any additional requests, the duration of the agreement, and the conditions for termination.
6. Intellectual Property Rights
6.1 All intellectual property rights, including but not limited to copyrights, database
rights, patents, trademarks, and know-how, in the services, software, documentation, reports, or any materials provided or developed by E-ComplAI under the agreement, remain vested in E-ComplAI or its licensors. Nothing in these Terms or the agreement transfers any ownership of intellectual property to the User. The User is granted only a limited, non-exclusive, non-transferable right to use the E-ComplAI services and deliverables for its own internal business
purposes, and only for the term of the agreement.
6.2 The User shall not remove, alter, or obscure any copyright notices, trademarks, logos or other proprietary markings on E-ComplAI’s materials or outputs. Any use of E-ComplAI’s brand names or logos by the User requires E-ComplAI’s prior written consent.
6.3 If the User provides feedback, suggestions, or other input regarding E-ComplAI’s services, E-ComplAI is free to use such feedback for any purpose without obligation or attribution to the User. To the extent such feedback results in any intellectual property, the User hereby grants E-ComplAI a perpetual, royalty-free licence to use the feedback.
6.4 The User retains ownership of all data, information or content that it supplies to E- ComplAI for processing or storage in the course of using the services. E-ComplAI will treat such User data as confidential and will not use it except as necessary to provide the services or as agreed otherwise. However, the foregoing does not apply to any data or information which is non-confidential or publicly available, or that E-ComplAI independently develops or lawfully obtains from a third party. (For personal data provided by the User, the provisions of Article 7 apply.)
7. Privacy and Data Protection
7.1 Each Party shall comply with all applicable data protection and privacy laws,
including the EU General Data Protection Regulation (GDPR), to the extent relevant to the services. E-ComplAI will process personal data received from the User only for the purposes of performing its obligations and in accordance with its Privacy Policy (as made available on its website) and applicable law. The User confirms that it has any necessary legal grounds (e.g. consents or other bases) to supply any personal data of individuals that it asks E-ComplAI to process.
7.2 If and to the extent E-ComplAI acts as a data processor for the User (acting as data controller) in the context of the services, the Parties shall enter into a separate Data Processing Agreement (DPA) as required by Article 28 GDPR. Such DPA will set out the scope, duration, nature and purpose of processing, the types of personal data and categories of data subjects, and the respective obligations of each party regarding data protection. E-ComplAI will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
7.3 E-ComplAI treats all information received from the User that is known to be
confidential or should reasonably be understood to be confidential (including business secrets and any non-public technical or commercial information) with strict confidentiality. E-ComplAI shall not disclose the User’s confidential information to any third party except for those involved in delivering the services and who are bound by confidentiality obligations. This confidentiality obligation does not apply if E-ComplAI is required to disclose information by law or pursuant to an order of a competent authority or court.
7.4 The obligations in this Article 7 (Privacy and Data Protection) continue to apply
even after termination or expiration of the agreement, for as long as E-ComplAI retains any relevant information. E-ComplAI may retain and use non-personal data or anonymised information for service improvement or analytical purposes, provided that such data cannot be linked back to an identifiable individual or to the User.
8. Liability and Warranties
8.1 Limited Warranty: E-ComplAI warrants that it will provide the services with
reasonable care and skill. However, E-ComplAI does not guarantee that the services will be uninterrupted or error-free, or that all defects will be corrected. Except as expressly set out in these Terms, the services and all results or information generated by them are provided on an "as is" and "as available" basis, without any other warranties, either express or implied. To the maximum extent permitted by law, E-ComplAI disclaims all implied warranties or conditions,
including any implied warranties of merchantability, fitness for a particular purpose, or non- infringement.
8.2 Limitation of Liability: In no event will E-ComplAI be liable to the User for any
indirect, consequential, special, or punitive damages, or for any loss of profit, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or in connection with the use of (or inability to use) the services, even if E-ComplAI has been advised of the possibility of such damages.
8.3 Cap on Direct Damages: E-ComplAI’s total aggregate liability for all claims
arising under or relating to the agreement or the use of the services, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount of fees paid by the User to E-ComplAI under that agreement in the twelve (12) months preceding the event giving rise to the claim. If the agreement has not been in effect for 12 months, the cap shall be the average monthly fees paid multiplied by 12. In case no fees have been paid (for example, during a free trial or free services), E-ComplAI’s total liability shall not exceed €1000 (one thousand
euros).
8.4 Exceptions: Nothing in these Terms shall limit or exclude E-ComplAI’s liability
for damages to the extent such liability cannot be limited or excluded by law. In particular, E-ComplAI does not limit or exclude liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for willful misconduct. Additionally, if the User is deemed a consumer under applicable law (despite the intent of these Terms), the User’s statutory rights are not affected and E-ComplAI’s liability shall be limited only to the extent permitted by law.
8.5 Indemnity: The User shall indemnify and hold harmless E-ComplAI from and
against any and all third-party claims, losses, liabilities, damages, and expenses (including reasonable legal fees) that arise out of or relate to: (a) the User’s breach of these Terms or violation of any applicable law; or (b) any claim that the User’s data, content, or use of the service (when done in breach of these Terms) infringes the rights of a third party. This indemnification obligation will survive the termination of the agreement.
8.6 Force Majeure: E-ComplAI is not liable for any failure to fulfil its obligations to
the extent such failure is caused by circumstances beyond its reasonable control (force majeure). Force majeure events include, but are not limited to, natural disasters, war, terrorist attacks, labour disturbances, governmental actions, power failures, Internet or telecommunications outages, or failures of third-party systems. If a force majeure event occurs, E-ComplAI’s obligations are suspended for the duration of the event. Should the force majeure event persist longer than 60 days, either party may terminate the agreement with written notice, without liability for such termination.
9. Governing Law and Jurisdiction
9.1 These Terms, and any agreement between E-ComplAI and the User to which these Terms apply, shall be governed exclusively by the laws of the Netherlands. The applicability of any international treaties or conventions on the sale of goods (such as the CISG) is expressly excluded, as these Terms predominantly concern services.
9.2 Any disputes arising out of or in connection with these Terms or the agreement
between the User and E-ComplAI (including any question regarding its existence, validity, or termination) shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands. Each party irrevocably agrees to the jurisdiction of the Amsterdam court.
9.3 Notwithstanding Article 10.2, the parties shall first attempt to resolve any dispute or difference arising under these Terms amicably through good-faith negotiations. If a resolution cannot be reached through negotiation within a reasonable time, either party may initiate legal proceedings in the aforementioned court.
9.4 If any provision of these Terms is found by a court or competent authority to be invalid, illegal, or unenforceable, that provision (or the offending part thereof) shall be deemed deleted, and the rest of the Terms shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that comes closest to the intention of the original provision.
9.5 These Terms, together with any written agreement, proposal, or order form between E-ComplAI and the User, constitute the entire agreement between the parties with respect to its subject matter. They supersede all prior discussions, understandings, or agreements (whether oral or written) relating to the same subject. The User acknowledges that in entering into the agreement, it has not relied on any representations or warranties except those expressly set out
in these Terms.
9.6 E-ComplAI reserves the right to modify or update these Terms. In the event of a material change, E-ComplAI will notify the User in writing or via email or through a notice on its website at least 30 days prior to the changes taking effect. If the User does not accept the proposed changes, the User has the right to terminate the service or agreement in writing before the date the new terms come into effect. Continued use of the services after the effective date constitutes acceptance of the updated Terms.
9.7 No failure or delay by E-ComplAI in exercising any right or remedy under these
Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy. A waiver of any right or remedy is only effective if given in writing and signed by the waiving party.
9.8 The User may not assign or transfer any of its rights or obligations under these Terms or any related agreement to any third party without the prior written consent of E-ComplAI. E- ComplAI may assign or transfer the agreement, or any of its rights and obligations, to an affiliate or as part of a business reorganisation, merger, or acquisition, provided that such assignment will not reduce any guarantees or protections for the User under these Terms.
These Terms and Conditions have been drafted in the English language. If they are translated into another language, the English text shall prevail in case of discrepancies. By accepting these Terms, the User confirms that it has read and understood the English version.