Terms of Service

Version [enter version number] — last updated on [enter date]

These general terms and conditions (the “Terms”) apply to all offers, agreements, and services of [company name], trading as Coheed, established in [place] and registered with the Dutch Chamber of Commerce (KvK) under number [KvK number] (“Coheed”, “we”, or “us”), with respect to the software platform offered via coheed.nl.

These Terms are intended exclusively for business customers (B2B). Coheed does not contract with consumers. By entering into an agreement with Coheed or using the platform, the customer accepts these Terms.

Article 1 — Definitions

In these Terms, the following definitions apply:

• Customer: the legal entity or business that enters into an Agreement with Coheed.
• Agreement: the (written or electronically signed) agreement between Coheed and the Customer regarding use of the Platform, including these Terms and any appendices.
• Platform / Service: the software platform offered by Coheed that unifies data from various operational systems, surfaces insights, and allows AI agents to be connected, including related functionality.
• User: a natural person authorised by the Customer who has access to the Platform on the Customer’s behalf.
• Customer Data: all data, content, and personal data entered, connected, or processed by or on behalf of the Customer in or via the Platform.
• AI Functionality / AI Agents: features in which automated models or agents are used to generate output, analyses, advice, or actions based on Customer Data.
• Data Processing Agreement: the agreement between the parties referred to in Article 28 GDPR regarding the processing of personal data.

Article 2 — Applicability

2.1 These Terms apply to all offers, quotations, Agreements, and (legal) acts between Coheed and the Customer, including where these are concluded electronically.

2.2 The applicability of any purchasing or other conditions used by the Customer is expressly rejected.

2.3 Deviations from these Terms are only valid if expressly agreed in writing. In the event of conflict, the following order of precedence applies: (a) the Agreement, (b) the Data Processing Agreement, (c) these Terms.

2.4 Coheed may amend these Terms. Changes will be communicated to the Customer at least [e.g. 30] days before they take effect. If the changes are not merely minor and not in the Customer’s favour, the Customer may terminate the Agreement as of the effective date.

Article 3 — Formation and access

3.1 The Agreement is formed at the moment the Customer accepts or signs Coheed’s offer in writing or electronically, or at the moment Coheed begins performance.

3.2 Access to the Platform is only granted once a valid Agreement has been formed. Payment via the website is not possible.

3.3 The Customer is responsible for managing the accounts and login credentials of its Users and for all actions carried out through those accounts. The Customer will report (suspected) misuse to Coheed without delay.

3.4 The Customer guarantees that its Users comply with these Terms and the usage rules.

Article 4 — The Service and performance

4.1 Coheed provides the Platform on a best-efforts basis and will exercise due care and skill in delivering the Service.

4.2 All timeframes, capacities, and results mentioned by Coheed are indicative, unless expressly agreed in writing as an obligation of result or a guarantee.

4.3 Coheed may from time to time modify, improve, or phase out parts of the content, functionality, and technical operation of the Platform. Coheed will endeavour to announce material adverse changes in a timely manner.

4.4 Coheed may engage third parties (including hosting, cloud, and AI providers) in performing the Service. These Terms also apply for the benefit of those third parties.

Article 5 — Availability and maintenance

5.1 Coheed will use reasonable efforts to ensure good availability of the Platform but does not guarantee uninterrupted or error-free availability, unless a separate Service Level Agreement (SLA) has been agreed.

5.2 Coheed may temporarily take the Platform out of service for maintenance, changes, or security purposes. Coheed will try to schedule planned maintenance outside office hours as much as possible and to inform the Customer in advance.

5.3 Any agreements on availability levels, support, and response times are set out in an SLA. [Reference the SLA where applicable.]

Article 6 — Customer obligations and responsibilities

6.1 The Customer is responsible for the Customer Data, including its accuracy, quality, lawfulness, and the existence of a valid legal basis for connecting and having it processed via the Platform.

6.2 The Customer guarantees that it is entitled to supply and have the Customer Data processed, and that this does not infringe the rights of third parties or applicable laws and regulations.

6.3 The Customer will not use the Platform in violation of the law, these Terms, or Coheed’s instructions, and will refrain from, among other things, supplying unlawful content, disrupting the operation of the Platform, and attempting unauthorised access.

6.4 The Customer is responsible for procuring and the proper functioning of the infrastructure and connections it requires.

Article 7 — AI functionality

7.1 The Platform may include AI functionality and AI agents that generate output, analyses, advice, predictions, or actions based on Customer Data.

7.2 AI output is probabilistic by nature and may be incorrect, incomplete, or unsuitable for a particular purpose. Coheed gives no warranty whatsoever regarding the accuracy, completeness, or suitability of AI output.

7.3 The Customer is and remains responsible for how it uses AI output and for the decisions it bases on it. The Customer will ensure appropriate human review and assessment before acting on AI output, in particular where decisions may have legal effects or a significant impact on individuals (Article 22 GDPR).

7.4 The Customer is responsible for determining whether automated decision-making is used, and for ensuring the required legal basis and safeguards if so. Coheed provides only the technical capability and, in doing so, acts as a processor in accordance with the Customer’s instructions.

7.5 Coheed does not use Customer Data to train its own or general AI models, unless expressly agreed in writing.

7.6 To the extent regulations on artificial intelligence apply to the Service, the parties will use reasonable efforts to comply with their respective obligations; the allocation of roles will be further set out in the Agreement where necessary.

Article 8 — Prices and payment

8.1 The fees for the Service are set out in the Agreement. All amounts exclude VAT and other levies, unless stated otherwise.

8.2 Payment is due within [e.g. 14 or 30] days of the invoice date, without any right of set-off or suspension.

8.3 Coheed may adjust its rates annually, at a minimum in line with [e.g. the CBS price index]. Other rate changes will be announced in advance.

8.4 In the event of late payment, the Customer is automatically in default, owes the statutory commercial interest rate and extrajudicial collection costs, and Coheed may suspend access to the Platform after prior notice.

Article 9 — Term and termination

9.1 The Agreement is entered into for the term stated in the Agreement and is thereafter automatically renewed for the same period each time, unless terminated in writing subject to a notice period of [e.g. one month].

9.2 Either party may dissolve the Agreement in writing with immediate effect (without judicial intervention) if the other party is in material breach and fails to remedy this after being given written notice of default with a reasonable period to cure.

9.3 Coheed may terminate the Agreement with immediate effect or suspend the Service if the Customer is declared bankrupt, applies for suspension of payments, or uses the Platform unlawfully.

9.4 Upon termination, the right of access lapses. Coheed will make the Customer Data available for export for [e.g. 30] days, after which Coheed is entitled to delete it, subject to statutory retention obligations and the provisions of the Data Processing Agreement.

Article 10 — Intellectual property

10.1 All intellectual property rights in the Platform, the underlying software, documentation, and further developments rest with Coheed or its licensors.

10.2 Coheed grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform for the duration of the Agreement, solely for its own business use.

10.3 The Customer retains all rights to the Customer Data. The Customer grants Coheed a limited right to use the Customer Data to the extent necessary to provide the Service.

10.4 Coheed may use anonymised and/or aggregated data that cannot be traced back to the Customer or individuals for improving and securing the Service and for statistical purposes.

10.5 The Customer is not permitted to copy, decompile, reverse-engineer, or create derivative works of the Platform, except where mandatory law provides otherwise.

Article 11 — Confidentiality

11.1 The parties will treat the other party’s confidential information as confidential and use it solely for performing the Agreement.

11.2 This obligation does not apply to information that is demonstrably publicly known, lawfully obtained from a third party, or required to be disclosed by law or court order.

11.3 The confidentiality obligation survives termination of the Agreement.

Article 12 — Privacy and data protection

12.1 To the extent Coheed processes personal data on behalf of the Customer in performing the Service, Coheed acts as processor and the Customer as controller. The parties will enter into a Data Processing Agreement for this purpose, forming part of the Agreement.

12.2 The processing of personal data of website visitors and contacts by Coheed as controller is described in the privacy policy.

12.3 The Customer guarantees that it is entitled to provide the personal data to Coheed and to have it processed.

Article 13 — Warranties and indemnification

13.1 The Platform is provided “as is” and “as available”. Except as expressly set out in the Agreement, Coheed gives no warranties, express or implied, including no warranties of fitness for a particular purpose, uninterrupted availability, or error-free operation.

13.2 The Customer indemnifies Coheed against all third-party claims relating to (a) the Customer Data, (b) use of the Service or AI output by or on behalf of the Customer, or (c) a failure by the Customer to comply with these Terms or applicable laws and regulations, and will compensate the related damages and costs (including reasonable legal costs).

Article 14 — Liability

14.1 Coheed’s total liability arising out of or in connection with the Agreement is, per event (a series of related events counting as one event), limited to compensation for direct damages, up to a maximum of the amount the Customer paid for the Service in the [e.g. twelve (12)] months preceding the event causing the damage, with a maximum of [e.g. €50,000] per contract year.

14.2 Coheed is not liable for indirect damages, including consequential damages, loss of revenue or profit, missed savings, loss or corruption of data, reputational damage, and damage due to business interruption.

14.3 Coheed is not liable for damages resulting from (a) incorrect, incomplete, or unlawful Customer Data, (b) decisions the Customer makes based on insights or AI output, (c) use of the Service in breach of the Agreement, or (d) failures or shortcomings on the part of third parties engaged or prescribed by the Customer.

14.4 The limitations in this article do not apply to the extent the damage results from intent or deliberate recklessness on the part of Coheed’s management, or to the extent liability may not be limited under mandatory law.

14.5 A claim for damages lapses if it is not submitted to Coheed in writing within [e.g. twelve (12)] months of it arising.

Article 15 — Force majeure

15.1 Coheed is not obliged to perform any obligation if prevented from doing so by force majeure. Force majeure includes, among other things: disruptions in telecommunications or the internet, outages or disruptions at hosting, cloud, or AI providers, cyberattacks, power outages, government measures, and epidemics.

15.2 If the force majeure situation lasts longer than [e.g. 60] days, either party may terminate the Agreement in writing without owing any compensation.

Article 16 — Miscellaneous

16.1 The Customer may not transfer rights and obligations under the Agreement without Coheed’s prior written consent. Coheed may transfer the Agreement in the context of a reorganisation or acquisition and will inform the Customer accordingly.

16.2 If any provision of these Terms is void or voidable, the remaining provisions remain in force, and a valid provision will replace it that most closely reflects the purpose of the original.

16.3 Notices will be given in writing or electronically to the details known to the parties.

Article 17 — Governing law and disputes

17.1 These Terms and the Agreement are governed exclusively by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.

17.2 Disputes will be submitted exclusively to the competent court of the district of [district, e.g. Midden-Nederland], unless mandatory law provides otherwise.

Contact

Questions about these Terms? Contact us at [email address] or [address].