General terms

1. Definitions and scope

• These terms apply to all quotes and agreements of SmartEdge AI.
• The client's own terms do not apply, unless SmartEdge AI accepts them in writing.
• If the quote or agreement says something different, that arrangement prevails.
• The data processing agreement is part of every agreement and covers everything about personal data.

2. The service

SmartEdge AI sets up the assistant, maintains it and carries out changes the client requests through the dashboard. The client dashboard is included in the service.

• SmartEdge AI does this to the best of its ability (an obligation of effort), not with a guaranteed result.
• The client provides correct and complete information (opening hours, way of working, frequently asked questions) and reports changes in time.
• The client makes sure its own systems that are connected (such as HubSpot or the website) work and that SmartEdge AI has access to them.
• Dashboard login details are personal. The client decides who has access and with which role.
• Additional work outside the agreed service is only done with the client's approval, for a fixed price agreed in writing in advance.

3. Prices, invoices and payment

1. All prices include 21% VAT, unless stated otherwise.
2. The setup is invoiced at the start. The monthly fee is invoiced on the 1st of each month. If the service starts mid-month, the rest of that month is invoiced pro rata.
3. Invoices are paid within 14 days of the invoice date, through the payment link (iDEAL, card or bank transfer).
4. If the client chooses direct debit, the client gives a one-time SEPA mandate. Amounts are then collected automatically. The client can choose: everything automatically, or only the monthly fee. Stopping or changing this is always possible in the dashboard.
5. If a direct debit fails, SmartEdge AI tries again and the client receives a payment link.
6. If an invoice is not paid on time, SmartEdge AI sends a reminder with a new term of 14 days. After that, the client owes the statutory commercial interest and the statutory collection costs.
7. If payment is still not made, SmartEdge AI may suspend the service after written notice, until everything has been paid.
8. SmartEdge AI may adjust its prices once a year, with at least 30 days' notice. An increase up to the past year's inflation (the CBS consumer price index) is always allowed. If the increase is higher, the client may terminate as of the effective date.

4. Term and termination

• The agreement runs for an indefinite period from the launch. If the quote includes a fixed term with a discount, that term applies first and the client can only terminate at its end; after that the agreement continues for an indefinite period.
• Termination is possible in writing or through the dashboard, with one month's notice, at the end of a calendar month.
• The setup fee is not refunded, not even on early termination.
• Either party may terminate immediately if the other goes bankrupt, or keeps seriously failing to perform after a written notice of default.
• After the end, the assistant stops, the dashboard closes and the data is deleted as set out in the data processing agreement. On request, the client receives an export first.

5. AI and availability

• The assistant works with artificial intelligence and can make mistakes: misunderstand a question or give an incomplete answer. It does not give legal or financial advice.
• Callers hear at the start that they are speaking with a digital assistant and can always ask for a person.
• The client remains responsible for decisions about its clients and checks callback requests, sign-ups and cases itself.
• Figures in the dashboard about time saved and value are estimates based on the hourly rate and case value the client enters; they are not a guarantee.
• SmartEdge AI aims for an assistant that works day and night, but does not guarantee uninterrupted availability. Outages at telephony, AI or hosting partners are beyond SmartEdge AI's control. In case of an outage, SmartEdge AI reports it as soon as possible and fixes it with priority.
• Planned maintenance takes place outside office hours as much as possible.

6. Liability, privacy and law

1. SmartEdge AI is only liable for direct damage resulting from an attributable failure.
2. Liability is limited per year to the amount the client paid for the service in the preceding 12 months.
3. SmartEdge AI is not liable for indirect damage, such as lost revenue, lost clients or consequential damage, nor for damage caused by incorrect information from the client.
4. These limitations do not apply in case of intent or deliberate recklessness on the part of SmartEdge AI.
5. Personal data is processed according to the data processing agreement.
6. Both parties keep each other's confidential information secret, also after the agreement ends.
7. The assistant, the scripts, the software and the dashboard remain the property of SmartEdge AI. The client receives a right of use for as long as the agreement runs. The client's data remains the client's.
8. SmartEdge AI may change these terms with at least 30 days' notice.
9. Dutch law applies. Disputes go to the competent court of the Rechtbank Limburg.