Terms and Conditions

ASE Cloud Services B.V.
Last updated: 5 June 2026
Version: 1.5

ARTICLE 1 – DEFINITIONS

1.1. ASE Cloud Services: ASE Cloud Services BV, established in Zevenhuizen, Netherlands, registered in the Trade Register under number 98388967.

1.2. Client: The natural person acting in the exercise of a profession or business, or the legal entity, that enters into an Agreement with ASE Cloud Services.

1.3. Agreement: Any agreement between ASE Cloud Services and the Client for the provision of Services, including all appendices and these General Terms and Conditions.

1.4. Services: All products and services provided by ASE Cloud Services, including AI chatbots, workflow automation, software development, hosting and AI consulting.

1.5. AI Systems: Software applications based on artificial intelligence, developed or managed by ASE Cloud Services.

1.6. GDPR: The General Data Protection Regulation (EU 2016/679).

1.7. AI Act: Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence.

1.8 Customer Personal Data: personal data of data subjects who fall under the responsibility of the Client as controller and who are not employees of the Client’s organisation.

ARTICLE 2 – APPLICABILITY

2.1. These General Terms and Conditions apply to all offers, quotations, work and Agreements of ASE Cloud Services.

2.2. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.

2.3. Deviations from these terms and conditions are only binding if and insofar as they have been expressly accepted in writing by ASE Cloud Services.

2.4. Hierarchy. In the event of a conflict between documents, the following order of precedence applies: (i) Quotation/main contract → (ii) Data Processing Agreement → (iii) Appendices & SLA → (iv) the General Terms and Conditions, unless the Parties expressly agree otherwise in writing.

ARTICLE 3 – QUOTATIONS AND FORMATION OF THE AGREEMENT

3.1. All offers and quotations from ASE Cloud Services are non-binding and have a validity period of thirty (30) days, unless otherwise stated in writing.

3.2. The Agreement is formed when the quotation or agreement signed by the Client has been received by ASE Cloud Services and confirmed in writing.

3.3. If the acceptance deviates from the quotation on minor points, ASE Cloud Services is not bound by such deviations and the Agreement is formed in accordance with the original quotation.

ARTICLE 4 – PROVISION OF SERVICES AND AI STANDARDS

4.1. ASE Cloud Services shall perform the Services to the best of its knowledge and ability, in accordance with the state of the art and the requirements of good professional practice.

4.2. Human Oversight: The Client acknowledges that AI Systems are supportive in nature. ASE Cloud Services applies human oversight mechanisms to monitor quality and safety. Ultimate responsibility for deploying the output of AI Systems in business processes rests with the Client.

4.3. European Data Sovereignty: For critical functions of the Custom Software, ASE Cloud Services guarantees that: (a) All Customer Personal Data will be processed and stored exclusively within data centres located in the EU/EEA or in countries with a current adequacy decision by the EU Commission, excluding the US; (b) No transfers of Customer Personal Data to third countries within the meaning of Chapter V GDPR will take place; (c) Sub-processors with access to Customer Personal Data will maintain their primary data processing infrastructure within the EU/EEA.

This does not preclude

• the use of sub-processors established outside the EU/EEA, provided that they process Customer Personal Data exclusively within EU/EEA infrastructure and do not subject such data to conflicting legal obligations in third countries
• the use of suppliers established outside the EU/EEA, provided that they do not process Customer Personal Data.

4.4. Sustainable AI: ASE Cloud Services aims to minimise its digital footprint through the use of energy-efficient models and local data processing.

4.5. Engagement of Third Parties. ASE Cloud Services is entitled to engage third parties in the performance of the Services. If and insofar as (Personal) Data is processed, the conditions for such processing can be found in the Data Processing Agreement.

4.6. Limitations of AI Output. The Client acknowledges that AI output may be probabilistic and is not always complete, error-free or up to date. The Client remains responsible for assessing and using AI output within its business processes, including decisions or decision recommendations with legal, financial, medical or other materially consequential implications, unless expressly agreed otherwise in writing.

4.7. Changes in Scope and Compliance Requirements. Changes in scope, integrations, data flows, security requirements or compliance requirements (including requirements arising from the AI Act and/or GDPR) may cause ASE Cloud Services to adjust the price, schedule, Data Processing Agreement and/or SLA, which changes will be notified to the Client in writing at least 30 (thirty) days before the effective date. ASE Cloud Services is not obliged to implement such changes without written documentation of the change and its impact on costs and lead time.

ARTICLE 5 – CLIENT OBLIGATIONS

5.1. The Client shall provide all data and cooperation necessary for the proper performance of the Services in a timely manner.

5.2. The Client is responsible for the accuracy and lawfulness of the (training) data it provides. The Client indemnifies ASE Cloud Services against third-party claims arising from infringement of rights (including intellectual property and privacy rights) relating to such data.

5.3. Transparency Towards End Users. To the extent that the Client deploys AI Systems towards end users, the Client shall provide appropriate communication, instructions and information where required (including that an interaction is taking place with an AI System). ASE Cloud Services may provide reasonable standard texts for this purpose, but the Client remains responsible for implementation and compliance within its own channels and processes.

ARTICLE 6 – FEES, INDEXATION AND PAYMENT

6.1. All prices are exclusive of VAT and other government levies.

6.2. Price Indexation: ASE Cloud Services is entitled to index the agreed fees annually as of 1 January based on the Consumer Price Index (CPI) of Statistics Netherlands (CBS). Indexation is limited to a maximum of 5% per calendar year. ASE Cloud Services shall inform the Client in writing of the indexation at least thirty (30) days before the effective date.

6.3. Payment must be made within thirty (30) days of the invoice date. If this period is exceeded, the Client shall be in default by operation of law, without any notice of default being required.

6.4. In the event of default, the Client shall owe interest on arrears of 1% per month, whereby part of a month shall be counted as a full month, without prejudice to the right to reimbursement of extrajudicial collection costs in accordance with the law.

6.5. ASE Cloud Services is entitled to suspend performance of the Services (including access to AI Systems) if the Client fails to meet its payment obligations.

6.6. Set-off and Suspension. The Client is not entitled to suspend or set off payments, unless there is an irrevocable court judgment. ASE Cloud Services remains entitled to suspend the Services (in whole or in part) in the event of late payment, without being liable for any resulting damage.

ARTICLE 7 – INTELLECTUAL PROPERTY

7.1. All intellectual property rights in the AI infrastructure, base models, software platforms and methodologies are held exclusively by ASE Cloud Services or its licensors.

7.2. The Client obtains a non-transferable and non-exclusive right to use the Services for the duration of the Agreement.

7.3. Intellectual property rights in configurations specifically developed for the Client and the output of AI consulting shall transfer to the Client upon full payment of all invoices.

7.4. Model Integrity and Reverse Engineering. The Client shall not carry out or permit any actions aimed at reverse engineering, decompilation, “jailbreaking” or circumventing security measures or usage restrictions of the AI Systems, unless expressly permitted in writing. A breach of this article constitutes a material breach.

ARTICLE 8 – LIABILITY AND INDEMNIFICATION

8.1. The total liability of ASE Cloud Services for an attributable failure to perform the Agreement or on any other grounds is limited to compensation for direct damage up to a maximum amount equal to the price agreed for that Agreement (excluding VAT) over the twelve (12) months preceding the incident causing the damage.

8.2. Liability of ASE Cloud Services for indirect damage, including consequential damage, loss of profit, missed savings, corruption or loss of (business) data and damage due to business interruption, is expressly excluded, subject to the provisions set out in a Service Level Agreement signed by the parties.

8.3. The limitations in Articles 8.1 and 8.2 shall cease to apply if and insofar as the damage results from intent or gross recklessness on the part of the management of ASE Cloud Services.

8.4. A condition for any right to compensation to arise is that the Client reports the damage to ASE Cloud Services in writing immediately, but no later than thirty (30) days after its occurrence or discovery.

8.5. Limitation Period. Any claim for damages or other claims by the Client against ASE Cloud Services shall lapse if not brought in writing and with reasons within twelve (12) months after the incident causing the damage, without prejudice to mandatory statutory provisions.

ARTICLE 9 – FORCE MAJEURE

9.1. ASE Cloud Services shall not be obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure shall include: disruptions to internet or telecommunications infrastructure, cyberattacks, power outages, fire, natural disasters and changes in laws or regulations (including GDPR and/or the AI Act) that make performance of the Services impossible.

ARTICLE 10 – TERM AND TERMINATION

10.1. Unless otherwise agreed, the Agreement is entered into for a period of twelve (12) months and is automatically renewed for the same period each time.

10.2. Termination must be made in writing, subject to a notice period of two (2) months before the end of the current term.

10.3. The Parties are entitled to terminate the Agreement with immediate effect without judicial intervention if the other Party is declared bankrupt or applies for a suspension of payments.

ARTICLE 11 – COMPLIANCE WITH THE AI ACT AND TRANSPARENCY

11.1. ASE Cloud Services aims to provide the AI Systems in accordance with “AI Act Readiness” principles. This includes transparency regarding the use of AI and the provision of necessary technical documentation insofar as required under current legislation.

11.2. Changes to the AI Act that necessitate a substantial adjustment to the Services may lead to renegotiation of commercial terms or technical scope.

11.3 The Parties acknowledge that ASE Cloud Services is a “provider” (as defined in the AI Act) of the AI System within the Service as defined in the AI Act and that the Client is a “Deployer” (as defined in the AI Act) of an AI System within their use of the Service, with all parties accepting their respective obligations as defined under the AI Act.

ARTICLE 12 – GOVERNING LAW AND DISPUTES

12.1. All legal relationships to which ASE Cloud Services is a party shall be governed exclusively by Dutch law.

12.2. Disputes shall initially be submitted exclusively to the competent court in the Rotterdam district.

12.3. Escalation. The Parties shall first attempt to resolve disputes in good faith by escalating them to an authorised contact person at each Party before taking legal action, unless urgent (interim) measures are necessary.