Terms & Conditions

Terms & Conditions Hellomarketing.ai

These Terms & Conditions apply to every agreement between,

  1. Marketing as a Service B.V., with its statutory seat in Amsterdam and registered office at Egelantiersgracht 388, (1015 RR) Amsterdam, registered with the Chamber of Commerce under number 70663297; hereinafter referred to as: “HelloMaaS”; and
  2. The contractual counterparty of HelloMaaS, hereinafter referred to as the “Client”, when using the service Hellomarketing.ai, hereinafter referred to as the “Service”.

HelloMaaS and the Client, hereinafter collectively referred to as ‘Parties’.

  1. Definitions
    The capitalized terms below shall have the following meanings within the context of these general terms and conditions and the agreement between the Parties, unless otherwise specified or unless it is clear that they should have a different meaning.

    • Terms & Conditions

      These terms & conditions;

    • Service

      HelloMaaS’ service with Hellomarketing.ai to enhance possibilities within marketing by utilizing the use of artificial intelligence in combination with marketing insights;

    • Hellomarketing.ai

      The gateway within HelloMaaS to utilize the Service;

    • IP rights

      All intellectual property rights and registrations or rights related thereto, including but not limited to: trademarks, (utility) models, designs, copyrights, patents, copyrights (including software), trade names, domain names, databases, trade secrets and know how;

    • Agreement

      The Agreement between HelloMaaS and the client to use Hellomarketin.ai to enhance marketing through the Service;

    • Client

      The client who enters into an Agreement with HelloMaaS;

    • Third Party

      A third party with technological expertise and AI-knowledge and skills, engaged by HelloMaaS for the purpose of the Agreement;

    • Materials

      The generated materials by using artificial intelligence during the Service;

    • Subscription

      The subscription selected by the Client upon entering into the Agreement;

    • Subscription Fee

      The monthly fee for the selected Subscription;

    • AI

      Artificial intelligence;

    • DCC

      Dutch Civil Code;

    • Training Data

      Data utilized by the AI and supplied by the Client;

    • Tools

      The created AI applications within the Service

  2. Applicability of general Terms & Conditions
    1. These general Terms & Conditions are applicable to all verbal or written offers, quotes and agreements between HelloMaaS and the Client regarding the use and delivery of the Service and Tools. If the Client wants to make use of the Service, the Client must agree to these Terms & Conditions.
    2. Any deviation from these Terms & Conditions shall only apply if agreed in writing.
    3. HelloMaaS has the right to unilaterally amend these Terms & Conditions. If this happens, the amendments shall apply to the existing Agreement and an amended copy will be provided to the Client. The most recent version can always be found on www.hellomarketing.ai. If the time at which amendments enter into force has not been specified, the amendment(s) shall enter into force at such time as the amended Terms & Conditions are made available.
    4. If part (of any provision) of the Terms & Conditions or Agreement is void or unenforceable, or is held to be void or unenforceable by the competent (judicial) authority, the remaining provisions of the Terms & Conditions shall remain in force. In that case, provision that are not legally valid or that cannot be legally enforced shall be replaced by provision that most closely follow the content of the invalid provision.
    5. The applicability of any terms and conditions used by the Client is hereby expressly rejected.
    6. Unless explicitly mentioned otherwise in the offer or quotation, the provisions of the Terms & Conditions shall prevail in the event of a contradiction or inconsistency between these Terms & Conditions and an offer or quotation.
  3. Services and working with HelloMaaS
    1. HelloMaas provides marketing consultancy services with artificial intelligence (hereinafter: ‘’AI’’) under its proposition Hellomarketing.ai., to be able for Clients to optimize marketing results with the help of generative AI services. This will include strategic consulting and training on generative AI by utilizing partnerships with Third Parties able to build and maintain AI-assistants, generative AI-applications and AI-agents and via AI workflow platforms (hereinafter: the “Tools”).
    2. All Agreements will be accepted and performed by HelloMaaS. Articles 7:404 and 7:407(2) of the Dutch Civil Code (hereinafter: ‘’DCC’’) do not apply to the Agreement. HelloMaaS reserves the right to outsource (part of) its services or work to Third Parties.
    3. HelloMaaS shall execute the Services at the best of its knowledge and abilities and according to the requirements of professional practice. HelloMaas will make every effort to ensure that the Client can comply with the (upcoming) European Regulation of the European Parliament and the Council laying down harmonised rules on Artificial Intelligence (COM/2021/206). This qualifies as a best effort obligation of HelloMaaS and expressly not as an obligation to achieve a result.
  4. Pricing and Quotes
    1. For all agreements with HelloMaaS and any further services provided, or work performed, the specific prices stated in (the annex to) the offer or written agreement describing the statement of work, or – in the absence thereof – as mentioned in further correspondence, written confirmation, on the Hellomarketing.ai website, shall apply. Hellomarketing.ai works with monthly, quarterly or annual Subscriptions, each with a monthly Subscription Fee.
    2. All quotations and offers done by HelloMaaS, whether verbal, written or electronic, are without obligation, unless HelloMaaS has expressly included a period for acceptance.
    3. All stated prices are – unless otherwise indicated – exclusive of VAT and will be invoiced inclusive of VAT. In case of changes in the VAT regime and/or changes in the applicable VAT rates, the prices will be adjusted accordingly.
    4. HelloMaaS’ offers and quotations are based on information provided (in advance) by the Client. The Client shall provide HelloMaaS with all information necessary for the execution of the Agreement and hereby guarantees and warrants that this information is correct. An Agreement is concluded as soon as HelloMaaS confirms this in writing or electronically to the Client.
    5. In the case of long-term agreements and/or ongoing fees (as in the case of a Subscription), HelloMaaS is entitled to implement price changes annually, which will in principle be implemented at the beginning of a calendar year.
    6. HelloMaaS can raise the price in the interim in case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the Agreement.
  5. Payment
    1. Client shall provide HelloMaaS with sufficient information on a monthly basis to enable the preparation of an invoice regarding the Subscription Fee. If an invoice is prepared based on information that is found to be incorrect, HelloMaaS is authorized to adjust the Subscription Fee corresponding to the correct information.
    2. Payments of the Subscription Fee or other payments by the Client must be made within 14 days after the invoice date to the bank account number indicated on the invoice. This term is a strict and fatal deadline.
    3. Any payment obligation of the Client under an Agreement must be paid by it in euros.
    4. If the Client has not paid within the term specified in paragraph 2 of this article the Client will receive a one-time payment reminder, which also serves as a formal notice of default with a reasonable period of 7 days. This is the final opportunity to pay the Subscription Fee without consequences. After expiration of that period, the Client is automatically in default without further notice, pursuant to article 6:81 and 6:82 DCC.
    5. Client is liable for all judicial and extrajudicial costs incurred to enforce payment of outstanding invoices of Subscription Fees and other fees, with a minimum amount of 15% of the outstanding invoice amount, including the applicable interest. In the event that legal proceedings need to be initiated to enforce payment, the Client shall pay the actual costs thereof, including all legal fees and court fees. Any judicial costs resulting from any default regarding any due and payable amount (including the actual costs for a lawyer or authorized representative) are therefore to be borne by the Client.
    6. HelloMaaS will at all times be entitled to require that the Client makes payments in advance or that the Client provides sufficient security, in deviation of the term as mentioned in paragraph 2.
  6. Term and termination
    1. HelloMaaS works with Subscription periods for Hellomarketing.ai. The Agreement therefore constitutes an agreement for a specific period during each possible Subscription, starting from the moment of acceptance of the subscription by the Client and HelloMaaS. The Client cannot (partially) terminate (opzeggen/ontbinden) the Agreement early, in derogation from article 7:408 DCC. After the specific agreement period, the Agreement will automatically end.
    2. During the Subscription, it is therefore not possible to terminate the Agreement. However, it is possible to negotiate additional customization or increase the Subscription to a different Subscription period, for which a renewed Agreement will be put in place.
    3. HelloMaaS is entitled to temporarily or entirely deactivate its Services and/or limit its use if the Client does not comply with the Agreement and its obligations to HelloMaaS or violates these Terms & Conditions. HelloMaaS will notify the Client of this in advance unless this cannot in all reasonableness and fairness be expected of HelloMaaS. The obligation to pay the Subscription Fee owed will also continue to exist during the deactivation.
    4. In the following cases, but not limited thereto:
      • the Client fails to fully and timely comply with any (payment) obligations under the Agreement and/or Terms & Conditions and such breach is not capable of cure, which means Client is automatically in default pursuant to article 6:81 DCC and 6:83 DCC, or such breach is capable of cure, but Client fails to cure such breach within 7 days from the date of written notice of the breach provided by HelloMaaS, which means Client is in default pursuant to article 6:81 and 6:82 DCC;
      • the Client has provided incorrect and/or incomplete and/or inconsistent information/data; or
      • the Client uses (content of) Hellomarketing.ai or the information provided by HelloMaaS in a way that (potentially) harms (the reputation of) or damages the Hellomarketing.ai and/or HelloMaaS,

      HelloMaaS is, without prejudice to its rights based on Dutch law, these Terms & Conditions and the Agreement, entitled to immediately and without any notice period (partially) terminate (opzeggen of ontbinden) the Agreement by means of written notice, without the Client being entitled to any kind of compensation (of damages), payments or guarantees.

    5. Parties may also terminate the Agreement immediately, in whole or in part, without any obligation to compensate the other Party for any damages, in any of the following cases:
      • The other Party is declared bankrupt;
      • (temporary) suspension of payments is granted to the other Party; and/or
      • The business of the other Party is terminated.
  7. Intellectual Property
    1. Unless agreed otherwise in writing, all intellectual property rights related to the Service, the Tools and the activities under the Agreement, including but not limited to design rights, patents and copyrights, are vested in or will exclusively vest in HelloMaaS or its (possible) licensors (hereinafter: “IP-rights”).
    2. Any IP-rights created by the creation of the Tools and the generative AI-output with regards to materials, blueprints, advice, strategies and other aspects of the Service delivered by HelloMaaS with Hellomarketing.ai (hereinafter: the “Materials”) shall vest exclusively in HelloMaaS. HelloMaaS is and remains the owner of all Materials and IP-rights to the Tools and the Materials that have been developed during the course of the Agreement by HelloMaaS via Hellomarketing.ai or its Third Parties, regardless of its specific creation for the Client, and regardless of that the Tools and/or the Materials are made available for or supplied to the Client. This includes, but is not limited to any Tools, documents, insights, formulas, processes, models, charts, patterns, concepts, forecasts, software, methods, strategies and blueprints created or generated by HelloMaaS via Hellomarketing.ai or Third Parties instructed by HelloMaaS, by using AI or AI-generated models or Tools.
    3. Insofar as a filing or registration is required for the acquisition of IP-rights, only HelloMaaS is authorized to make such a filing or registration.
    4. All documents or products provided by HelloMaaS through Hellomarketing.ai, such as advice, software, agreements, designs, prototypes, blueprints, graphic representations, applications, scripts, etc., are exclusively intended for internal use by the Client and may not be reproduced, disclosed to the public, or made known to any other third parties by the Client without prior written consent by HelloMaaS, unless obliged by law to do so.
    5. The Client shall only obtain the right of broader usage of IP-rights when expressly granted within these Terms & Conditions or within an additional written license agreement. Any right to use granted to the Client is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
    6. Nothing in any agreement between the Parties intends in any way to transfer any IP-rights, or similar rights, unless otherwise agreed between the Parties in writing.
    7. If there are additional developments or customizations to the Tools or the Materials, and other aspects of the Service provided by HelloMaaS, which do not (yet) fully vest with HelloMaaS, the Parties agree (if and to the extent necessary) that the IP-rights shall be transferred to HelloMaaS and that the remuneration for this transfer is included within the Subscription Fee.
    8. If and to the extent that the transfer of IP-rights by the Client is necessary, the Client undertakes unconditionally and without reservation to provide all necessary cooperation for this purpose.
    9. HelloMaaS reserves the right to use the knowledge gained through the execution of the Services under Hellomarketing.ai for other purposes, provided that no confidential information is disclosed to third parties. The Client grants HelloMaaS permission to use all Tools, Materials and works provided for the Client within the scope of the Service. Notwithstanding the foregoing, if (new) IP-rights arise from these Tools, Materials and works, such rights shall exclusively belong to HelloMaaS.
    10. The Client guarantees that no third-party rights oppose the use of necessary materials, information, data, databases, designs, and/or other works supplied by the Client to HelloMaaS for the purpose of its Service with Hellomarketing.ai, with regards to modification, integration or other essential adaptations.
    11. The Client indemnifies HelloMaaS against any claim from a third party based on the infringing by HelloMaaS of any rights based on the provision, use, maintenance, modification, installation or integration of the materials, information, data, databases, designs and/or other works on which such rights might rest.
  8. Data use
    1. As the Service requires the use of Client data regarding the specific marketing consultancy purposes and services, the Client hereby grants the necessary perpetual, non-exclusive, transferable, royalty free and fully paid-up license to HelloMaaS or its engaged Third Parties to access, view, reproduce and otherwise use all data submitted within the scope of the Service.
    2. HelloMaaS and its engaged Third Parties may copy, display, modify and use the Client data only as needed to provide and maintain the Service in relation to the Client.
    3. The Client will not provide Client data or use the Service in combination with Client data that (at the sole discretion of HelloMaaS):
      • is deemed to be infringing, illegal, or likely to cause harm to individuals;
      • contains a bug, viruses, malware, trojan horses, or other forms of harmful software or data, or other components that might compromise the Service or any services of HelloMaaS’ used third parties;
      • may otherwise infringe or violate rights of a third party.
    4. The Client is responsible for the submitted data for the use of the Service, including without limitation, complying with any obligations regarding maintaining the confidentiality of Client data, making back-ups of such data, and ensuring that the submitted data is true, accurate and up to date. HelloMaaS does not accept any liability for any breach of any (confidentiality) obligations by the Client in connection therewith.
    5. In accordance with clause 14, HelloMaaS will not share any confidential Client data with third parties, unless with the by HelloMaaS engaged Third Parties for the purpose of the Service under the Agreement.
    6. For the purpose of the Agreement, it might be necessary to provide or submit data which might directly or indirectly identify natural persons. If any personal data is submitted for the purpose of the Service under the Agreement, HelloMaaS shall process such data in accordance with its privacy policy, as published on the Hellomarketing.ai website. Any submitted personal data will be processed in accordance with the General Data Protection Regulation. The Client shall guarantee that such personal data is collected, shared and processed in compliance with the GDPR. The Client undertakes to ensure that all personal data is collected, stored, and handled in accordance with the provision of the GDPR, before such data will be shared with HelloMaaS (clause 11).
  9. Service Levels
    1. HelloMaaS shall perform the services related to maintenance, availability, support, and incident resolution of the Service as described in the (annex to) offer or written agreement between the Client and HelloMaaS, which serves as a Service Level Agreement.
  10. Complaints
    1. As soon as the Client has discovered, or reasonably should have discovered, a potential ground for a valid claim against HelloMaaS, the Client is obliged to notify HelloMaaS in writing of the existence of this alleged claim, substantiated with documents and properly justified, without delay but no later than fourteen (14) days, on penalty of forfeiture of rights. Without prejudice to the provisions of Article 6:89 of the DCC, the right to compensation against HelloMaas shall expire one year after the event from which the damage directly or indirectly arises and for which HelloMaaS would be liable. An omission is included in the definition of an event as referred to in the previous sentence.
    2. Complaints can be reported both verbally (in person or by telephone) and in writing (email, post). HelloMaaS will respond in writing to the complaint within 14 working days of receipt. Each complaint will be treated confidentially. Upon request, HelloMaaS will provide the Client with the internal complaints procedure at any time. HelloMaaS will make every effort to take corrective measures or improve shortcomings and thus, in consultation with the Client, resolve the complaint to the Client’s satisfaction.
  11. Warranties
    1. The Service is provided to the Client on an AS IS and AS AVAILABLE basis. The Service is indicative of the possibilities and outcomes AI can have on marketing teams and marketing consultancy. HelloMaaS will endeavour to ensure that the Service is reliable, accurate and steers for the best possible AI usage, but cannot guarantee this, partly because HelloMaaS relies on artificial intelligence technology, which outcome cannot always be tracked back with Training Data alone and which technical adaptations are constructed by Third Parties.
    2. The Client hereby acknowledges and understands that the use of the Service and any possible additional services provided by HelloMaaS with Hellomarketing.ai are merely tools for the internal operations and marketing possibilities of the Client. The assessment of the outcome, usage of the outcome, the extent to which the internal (marketing) operations are based on the outcome of the Service, and any other possible data provided by the Service, remains the exclusive responsibility of the Client.
    3. The Client shall not use the Tools or any outcome of the AI in violation of HelloMaaS’ instructions for the use and/or for generating any Materials which are contrary to the law, public order, morality, or social decency.
    4. The Client shall indemnify HelloMaaS against any third-party claims, regardless of the ground, arising from any usage of the Materials generated by the AI under the Service.
    5. The Client guarantees that any use of the Service in connection with the creation of the Tool or any Materials, shall be in aggregated or anonymized form, such that no natural persons can be identified (directly or indirectly), when personal data usage has not been discussed under the Service. Accordingly, the GDPR shall not apply to such data.
    6. Should the Client provide any personal data to which the GDPR applies because it is necessary under the Service and has been discussed by the Parties, the Client guarantees that such data has been obtained and will be shared and processed in compliance with the GDPR. The Client undertakes to ensure that all personal data is collected, stored, and handled in accordance with the provision of the GDPR, before such data will be shared with HelloMaaS.
    7. The Client guarantees that any use of the Service and data contributed by the Client to create the Tool or any Materials will not contain any viruses, malware, trojan horses, or other forms of harmful software or data, or other components that might compromise the Service or any services of HelloMaaS’ used third parties. The Client is not entitled to decompile, reverse engineer, disassemble, derive source code from, decode, modify, or create derivative works from the Service, the Tools, its Materials or parts thereof.
  12. Liability
    1. Considering that HelloMaaS cannot guarantee any intended outcome generated by AI, HelloMaaS shall not be liable for any damages incurred by the Client in the execution of the Agreement except in the case of intent or deliberate recklessness on the part of HelloMaaS.
    2. Any contractual or noncontractual liability on the part of HelloMaaS as a result of intent or deliberate recklessness will in all cases be limited to direct damages. HelloMaaS will never be liable for any indirect damages including but not limited to lost earnings or profits.
    3. Any contractual or noncontractual liability is furthermore limited to the amount invoiced by HelloMaaS for (the performed part of) of the Agreement (so not the payment of costs for implementation or other hourly rates) directly related to the possible shortcoming or breach during a maximum period of one year prior to that possible shortcoming or breach. Under no circumstances will the liability of HelloMaaS for damages exceed the amount actually paid by HelloMaaS’ liability insurance in the relevant matter, even if the invoiced amount exceeds the insured amount.
    4. HelloMaaS is not liable for any errors or omissions of Third parties engaged by it (including subcontractors). The Client authorises HelloMaaS to accept any limitations of liability of third parties on its behalf. The provisions in this Article shall also apply for the benefit of and can be invoked by all legal and natural persons utilised by HelloMaaS in execution of an Agreement.
    5. To avoid misunderstanding, HelloMaaS and the Client expressly state that in any case HelloMaaS is, without prejudice to the aforementioned, not liable for any outing/provided information (e.g., regarding prognosis, impact and outcome) whether outed on their website, Materials, Tools or otherwise with regards to the use of AI in marketing. The information on the Hellomarketing.ai website is for general informational purposes and does not constitute any advice or promise. While HelloMaaS endeavours to keep the information up to date and correct, it makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability of AI marketing for any purpose or outcome. Any reliance the Client places on such information/outings is therefore strictly at its own risk.
  13. Force Majeure
    1. Neither Party shall be liable to the other Party if it can invoke force majeure. Force majeure, as defined in these General Terms & Conditions, shall mean all shortcomings that are not attributable to the fault or negligence of a Party and result from circumstances beyond the control of a Party. Force majeure shall, except to the extent of a payment obligation, include, but is not limited to, any impossibility of performance due to (government measures or other consequences of) a pandemic or epidemic, such as the Coronavirus. Force majeure on the part of HelloMaaS shall include, among other things: (i) force majeure of its suppliers, (ii) defects in goods, equipment, software, or materials, the use of which is prescribed by HelloMaaS or otherwise required by the Client, (iii) government measures, (iv) power failure, (v) disruption of internet, data network, or telecommunication facilities, (vi) (cyber)crime, (cyber)vandalism, war, or terrorism, and (vii) general transportation problems. In the event of force majeure, the defaulting Party shall take all reasonably required measures to eliminate the force majeure situation as quickly as possible and to limit its consequences as much as possible.
    2. In the event of a force majeure, the obligations of both Parties shall be suspended until the force majeure situation is ended. Parties will make maximum efforts to achieve the elimination as soon as possible. In the event of force majeure, a Party shall never be obliged to compensate the damage caused to the other Party as a result.
    3. Both Parties shall use all reasonable endeavors to notify the other Party if it becomes aware of any current or expected event that could give rise to a force majeure event.
    4. In the event that one of the Parties is delayed or prevented from performing its obligations under this Agreement by a force majeure event, such party shall:
      • Give notice in writing of such delay or prevention to the other Party a soon as possible, stating the commencement data and extent of such delay or prevention, the cause thereof and the estimated duration;
      • Use all reasonable endeavors to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and
      • Resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
    5. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties are entitled to dissolve the Agreement in whole or in part in writing. In that case, HelloMaaS will not be obliged to pay compensation for any damage, even if HelloMaaS gains any advantage as a result of the force majeure situation.
  14. Confidentiality
    1. In these Terms & Conditions, “Confidential Information” means information regarding one Party and furnished to the other Party relating to such Party’s business, including without limitation, information on clients, products, product designs, account lists, retail pricing, sourcing requirements, financial projections, business plans and the like to the extent such information is related to the services or the business. Confidential Information includes such information previously disclosed form one to the other and information disclosed going forward. Confidential Information does not include information which:
      • Is or becomes generally available to the public other than as a result of a disclosure by the receiving party;
      • Was known by the receiving party prior to it being furnished to the receiving party by or on behalf of the disclosing party;
      • Is or becomes available to the receiving party from a source other than the disclosing party;
      • Is independently developed by the receiving party; or
      • Is generally disclosed by the disclosing party to third parties without a duty of confidentiality on the part of third parties.
    2. All information and data that the Parties acquire from each other under the Agreement will be handled carefully by the Parties and will be treated strictly confidential. Unless expressly agreed otherwise, all information provided in or because of this Agreement and the use of Hellomarketing.ai, qualifies as confidential information. Confidential information shall not be disclosed to anyone, except to employees or Third Parties that need to be aware of the information to carry out obligations under the Agreement or if required by law.
    3. The Client is allowed to use the information and data provided by HelloMaaS for the sole purpose of the use of the outcome of Hellomarketing.ai within its own regular course of business. It is forbidden to make any other use of the information and data without prior written permission from HelloMaaS.
    4. In the event of a violation of the provisions of this article, the Client shall forfeit an immediately due and payable penalty on behalf of HelloMaaS of € 15,000 in a lump sum as well as € 1,000 per day that this violation continues, without any notice of default or judicial intervention being required and without prejudice to HelloMaaS’ rights to damages and/or compliance.
  15. Miscellaneous
    1. Without the written consent of HelloMaaS, the Client may not transfer any rights or obligations from these general Terms and Conditions, or the Agreement itself (contract assignment) to any third party. This provision has, to the extent possible, both contractual and property law effects.
    2. If one or more provisions of the Agreement or these general Terms & Conditions are found to be invalid or unenforceable, they shall be replaced, hereby and henceforth, by provisions that are valid and enforceable and that, to the greatest extent possible, achieve the same purpose as the invalid or unenforceable provision. To the extent necessary, the Parties shall engage in good faith discussions to determine the precise wording of these replacement provisions.
    3. HelloMaaS reserves the right to unilaterally amend the general Terms & Conditions. The amended terms shall also apply to existing agreements between HelloMaaS and the Client.
  16. Governing law and jurisdiction
    1. All agreements between the Parties and these general Terms & Conditions are exclusively governed by Dutch law. Any disputes arising from or in connection with any agreement, these Terms & Conditions, or any non-contractual relationship shall be exclusively submitted to the competent court in Amsterdam.