Elmtrail - Terms of Service

These Terms and Conditions ("Terms") apply to all users and customers ("you") of Elmtrail B.V.'s products and services, including but not limited to AI consulting, the Elmtrail Gaia mailing tool, and any current or future products offered by Elmtrail B.V.

By signing up for an account, entering a contract with us, or using any part of our services—including demos, trials, and free or paid accounts—you agree to be bound by these Terms and our Privacy Policy.

1. Definitions

Agreement: The contract between you and Elmtrail B.V., including these Terms and any other written agreements.
Services: All products, platforms, and consulting services provided by Elmtrail B.V., including Elmtrail Gaia and any future offerings.
User: Any individual or entity that uses our Services, whether as a client, authorized user, or visitor.
Account: The user profile created to access our Services.
Intellectual Property (IP): All software, content, trademarks, documentation, and related materials owned by Elmtrail B.V.
Subprocessors/Third Parties: External service providers we rely on (e.g., hosting, analytics, AI platforms).

2. Applicability & Acceptance

These Terms apply to all users, accounts, and uses of our Services. B2B clients accept these Terms as part of their contractual agreement. B2C users and all others accept these Terms by registering an account or using any part of our Services.

3. Use of Services

You agree to use our Services lawfully and in accordance with these Terms. You must not use our Services for illegal, harmful, or abusive activities, or in violation of any law.

4. Third-Party Providers & Subprocessors

Our Services may integrate or rely on third-party providers, such as cloud hosting, analytics, or AI platforms. Use of these third-party tools may be subject to their own terms and privacy policies, which you are responsible for reviewing.

Elmtrail B.V. is not responsible for the operation, availability, or content of third-party services. An up-to-date list of our key subprocessors is available upon request.

5. Service Availability, Maintenance, and Support

We use best efforts to keep our Services available and operational, but do not guarantee uninterrupted access. Maintenance, updates, or unexpected outages may occur. We will strive to minimize disruption and restore Services as quickly as possible. Support is available, but no binding Service Level Agreement (SLA) is offered at this time.

6. Account Responsibility & Security

You are responsible for safeguarding your account credentials (username and password). You must not share your account or impersonate others. Notify us immediately of any unauthorized use or suspected breach. You are responsible for all activity under your account.

7. Intellectual Property & User Data

All intellectual property rights in our Services remain with Elmtrail B.V. You are granted a limited, non-exclusive, non-transferable license to use the Services as agreed.

Any data you upload or generate via the Services remains your property; by using our Services, you grant us permission to process, use, and (where applicable) anonymize or aggregate your data to improve our Services. You may not copy, reverse-engineer, redistribute, or make derivative works of our software or materials.

8. Payment, Invoicing, and Price Changes

Fees are specified in your contract or at the time of subscription and are exclusive of VAT. Payment is due after invoicing, within 14 days after the invoice date. Annual price adjustments may occur, indexed to inflation and/or a fixed percentage. For late payments, standard practice applies: interest charges, possible service suspension, and reasonable collection costs may be incurred.

9. Limitation of Liability

Important: Our total liability is limited to the amount of fees you paid to us in the 6 months preceding the event giving rise to the claim.

We are not liable for any indirect, incidental, special, or consequential damages (including lost profits, business interruption, or data loss). These limitations do not apply in cases of gross negligence, willful misconduct, or where prohibited by law.

For AI-powered services, we do not guarantee that results will be error-free or always accurate; use is at your own risk.

10. Termination

Either party may terminate the agreement with written notice in case of a material breach by the other party. Upon termination, you must stop using our Services and all outstanding fees become immediately due. Access to the Services will end, and your data will be handled as described in our Privacy Policy.

11. Dispute Resolution and Governing Law

In the event of a dispute, both parties will first attempt to resolve the matter through mediation. If mediation does not result in a resolution, disputes will be governed by Dutch law and resolved in the courts of the Netherlands.

12. Changes to Terms and Conditions

B2B Clients:

We will discuss and update these Terms proactively during contract negotiations or renewals.

B2C Users/General Use:

We may update these Terms at any time by posting a new version on our website. Continued use of the Services after changes are posted constitutes acceptance of the new Terms.

13. GDPR Compliance Statement (Summary)

We are committed to GDPR compliance. We enter into Data Processing Agreements (DPAs) with clients where required, appoint a Data Protection Officer (DPO), and safeguard data with technical and organizational measures. For full details, please refer to our Privacy Policy and GDPR Statement.

14. Contact

For questions or concerns, contact us at:

Email: [email protected]
Address: Delfgaauwstraat 5 A, 3037LE Rotterdam, The Netherlands

This document is subject to updates as our products and services evolve.