Annex 1

Terms and conditions

Applies to every agreement under which Riffle B.V. (Dutch Chamber of Commerce no. 42171381) delivers its platform to a business customer.

Version
1.0
Updated

This is an English translation, so you can read what you are signing. The agreement is governed by Dutch law, and the Dutch text is the one that applies.

Definitions

  • Platform: Riffle’s software, including the AI agents, the web platform, the app and the integrations.
  • Customer Data: everything the Customer or its users enter into the Platform, or that the Platform retrieves on the Customer’s behalf, such as work orders, emails, calls, photographs and Syntess data.
  • Output: what the AI agents produce from Customer Data, such as work orders, timesheets, emails and bookings in Syntess.
  • Agreement: the customer agreement and its annexes.

Applicability

These terms apply to every offer and every agreement of Riffle’s. The Customer’s own terms do not apply. A departure from these terms binds Riffle only if it has been agreed in writing, for which an email is enough.

The service, and using it

  1. Riffle undertakes to deliver the Platform carefully and to the best of its ability. This is an obligation to use its best efforts, not an obligation to achieve a particular result.
  2. The Platform is under active development. Riffle may add, change or remove features, as long as the core of the service is preserved.
  3. AI agents can be wrong. The Customer checks Output before it turns into invoices, appointments or anything else directed at a third party, and remains responsible for it.
  4. The Customer provides the access to Syntess and to any other systems that are needed, and keeps its users’ login details confidential.
  5. The Customer does not use the Platform in breach of the law, or in a way that harms the Platform or other customers.

Availability and support

Riffle delivers availability and support on a best-effort basis, with no guaranteed uptime percentage and no guaranteed response time. Riffle announces planned maintenance in advance where it can. Support is reachable on working days at help@riffle.so.

Prices, invoicing and collection

  1. All prices are exclusive of VAT.
  2. Riffle invoices through Mollie and collects by SEPA direct debit, under the mandate the Customer gives on signing. The Customer keeps sufficient funds available.
  3. The invoice is the pre-notification of the direct debit. The parties agree that pre-notification takes place at least 2 days before the debit, departing from the standard 14 days.
  4. If a collection fails, or the Customer reverses one without good reason, Riffle may collect again or reissue the invoice with a payment term of 14 days, with €15 in administration costs per failed collection.
  5. On payment after that term the Customer owes the statutory commercial interest. Riffle may suspend the service if the Customer has not paid within 7 days of a reminder.
  6. The Customer disputes an invoice by email within 14 days of the invoice date.

Data and intellectual property

  1. Customer Data and Output are and remain the Customer’s. The Customer grants Riffle the right to use them as far as delivering the service requires.
  2. Riffle does not allow Customer Data to be used to train third-party AI models. Riffle may use anonymised usage statistics, which cannot be traced back to the Customer or to any individual, to improve the Platform.
  3. All rights in the Platform, including its software, agents, prompts and methods, remain with Riffle. The Customer receives a non-transferable right of use for as long as the Agreement runs.
  4. The processing of personal data is governed by the data processing agreement (Annex 2).

Liability

  1. Riffle is not liable for indirect loss, including consequential loss, lost profit, missed savings, business interruption, loss of or damage to data, and loss caused by Output the Customer did not check.
  2. Riffle is not liable for loss caused by failures or errors in third-party systems, including ERP, FSM, hosting parties and AI suppliers.
  3. Riffle’s total liability is in all cases limited to the amounts the Customer paid Riffle in the 3 months before the event that caused the loss.
  4. These limitations do not apply in the event of intent or deliberate recklessness on the part of Riffle’s management.
  5. A claim lapses if the Customer does not report the loss within 30 days of discovering it, and in any event 12 months after the event.

Force majeure

Riffle is not required to perform in the event of force majeure, including failures at hosting, AI and telecom suppliers, internet outages, cyberattacks and measures taken by a government. If force majeure lasts longer than 30 days, either party may terminate the Agreement with immediate effect.

Confidentiality

Each party keeps the other’s confidential information secret and uses it only to perform the Agreement. This continues after the Agreement has ended.

Term and ending

  1. The Agreement runs for an indefinite period and can be terminated monthly, as the customer agreement sets out.
  2. Riffle may end the Agreement with immediate effect if the Customer still has not paid 30 days after suspension, is declared bankrupt, or applies for a suspension of payments.
  3. After it ends, Riffle makes Customer Data available on request within 30 days in a common export format. Riffle then deletes the Customer Data in accordance with the data processing agreement.

Changes

Riffle may change these terms on 30 days’ notice by email. If the Customer does not agree, it may terminate as of the date the change takes effect.

Applicable law

The Agreement is governed by Dutch law. Disputes are brought before the competent court in the district where Riffle has its seat.

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