Terms and Conditions

ASE Cloud Services B.V.
Last updated: 21 September 2026
Version: 1.7

ARTICLE 1: DEFINITIONS

1.1. ASE Cloud Services: ASE Cloud Services B.V., established at Prinsessenlaan 30, 2761 PB Zevenhuizen, the Netherlands, registered in the Trade Register under number 98388967, VAT number NL868471689B01.

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 the Sovereign Workplace, AI chatbots, the AI Workspace Assistant, AI consulting, assessments, training courses and inspiration sessions, workflow automation, software development and hosting.

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. Subscription Service: a Service provided for a recurring fee per user and/or per month, including the Sovereign Workplace and the management of an AI System after delivery.

1.9. Project Service: a Service with a defined assignment and a fixed or estimated scope, including AI consulting, assessments, implementation projects, training courses and inspiration sessions.

1.10. Customer Data: all data, files, messages, documents and other information that the Client or its users store, process or provide in the context of the Services, including personal data within the meaning of the GDPR.

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.

3.4. For Subscription Services ordered through the ASE Cloud Services configurator, the Agreement is formed when the first payment has succeeded and ASE Cloud Services has confirmed the order by email. The order confirmation states the components ordered and the total amount, and contains a reference to these General Terms and Conditions and the Data Processing Agreement. The price shown in the configurator at the time of ordering, excluding VAT, is the agreed price. Articles 3.1 and 3.2 do not apply to these orders.

3.5. Orders via the website are open exclusively to Clients as referred to in Article 1.2. By placing an order, the person ordering declares that they are acting in the exercise of a profession or business.

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. ASE Cloud Services guarantees that Customer Data is stored and processed exclusively in data centres within the European Union or the European Economic Area. ASE Cloud Services does not itself transfer Customer Data to countries outside the EU/EEA and engages only sub-processors that have contractually committed to likewise storing and processing Customer Data exclusively within the EU/EEA. The AI Systems of ASE Cloud Services use, by default, language models hosted within the EU/EEA. The current list of sub-processors and their country of establishment is included in the Data Processing Agreement.

4.3a. Deviation at the express request of the Client: If the Client expressly requests in writing that an AI System be connected to a language model or API of a supplier that processes Customer Data outside the EU/EEA, the following applies:

(a) ASE Cloud Services informs the Client in writing, prior to implementation, which Customer Data leaves the EU/EEA, to which supplier and which country, and which legislation that supplier is subject to;

(b) the deviation is recorded in the quotation or in an appendix to the Data Processing Agreement, stating the supplier and the data flows concerned;

(c) the guarantee of Article 4.3 does not apply to the Customer Data provided to the supplier concerned in the context of this connection; Article 4.3 remains in full force for all other storage and processing;

(d) the Client, as controller, is responsible for the legal basis of the transfer, including concluding the required transfer mechanisms with the supplier, and for informing its own data subjects; ASE Cloud Services provides reasonable support in this regard;

(e) ASE Cloud Services limits the data provided to the supplier to what is necessary for the operation of the AI System;

(f) the Client may terminate the deviation in writing at any time, after which ASE Cloud Services will, within thirty (30) days, convert the connection to a language model hosted within the EU/EEA, at the rates agreed for that purpose.

4.3b. No training on Customer Data. ASE Cloud Services does not use Customer Data to train AI models that are deployed outside the Client’s own environment or that are shared with third parties. Anonymised conversation or usage data may be used solely to improve the Client’s own AI System, under human oversight. In the event of a deviation as referred to in Article 4.3a, the training terms of the external supplier apply with regard to that supplier, about which ASE Cloud Services informs the Client in advance.

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.

4.8. Backup and recovery for the Sovereign Workplace. The infrastructure of the Sovereign Workplace is set up for disaster recovery. For the continuity of the platform, internal backups are made, which are retained for seven (7) days. These backups serve exclusively to restore the platform after a failure or calamity and are not provided to the Client as a backup service. Restoring individual files, folders or accounts from these backups is not part of the Services. The Client is itself responsible for making and keeping its own backups of Customer Data, for example via the export function or an additional backup option offered by ASE Cloud Services. Backups do not serve as an archive.

4.9. Maintenance of and changes to the Sovereign Workplace. ASE Cloud Services keeps the Sovereign Workplace up to date and secure and may for that purpose implement updates, security measures and configuration changes, and may restrict, disable or remove apps or features that endanger the security, stability or licence terms of the environment. In the event of an acute security risk, this may be done without prior notice. Planned maintenance is carried out outside office hours where possible and announced at least 72 hours in advance. ASE Cloud Services does not guarantee that third-party apps or extensions will remain available or compatible.

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.

5.4. Use of the Sovereign Workplace. The Client uses the Sovereign Workplace exclusively for lawful purposes and warrants that its users do not store or distribute content that is contrary to the law or to the rights of third parties, do not distribute malicious software, and do not make any use that impairs the stability, security or availability of the environment or the underlying infrastructure. The Client is responsible for the user accounts it creates and reports any suspicion of compromised credentials to ASE Cloud Services immediately. In the event of a violation, ASE Cloud Services may, after a reasonable period to remedy the violation unless immediate danger does not permit this, block individual users or features and, in serious or repeated cases, dissolve the Agreement with immediate effect. The costs and damage resulting from a violation are borne by the Client.

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. For Project Services, payment must be made within thirty (30) days of the invoice date. Subscription Services are paid in advance via the payment method chosen when ordering (SEPA direct debit or credit card) and are due on the date of the invoice. If these terms are 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. In the event of a failed payment for a Subscription Service, the Client receives a notification immediately and ASE Cloud Services makes repeated collection attempts for fourteen (14) days, with reminders by email. If payment is still not made, access to the Subscription Service is automatically suspended after those fourteen (14) days; the Customer Data is retained during the suspension. If payment is then still not made for a further thirty (30) days, the Agreement is terminated and the environment, including Customer Data, is permanently deleted, of which the Client is warned in advance by email at least twice. The fee for the entire period up to termination remains due. For Project Services, ASE Cloud Services may suspend performance if the Client fails to meet its payment obligations after a written reminder with a term of fourteen (14) days.

6.6. Set-off and Suspension. The Client is not entitled to suspend or set off payments, unless there is an irrevocable court judgment. Suspension of the Services due to late payment takes place exclusively in accordance with Article 6.5. ASE Cloud Services is not liable for damage resulting from a suspension carried out in accordance with Article 6.5.

6.7. Subscription Services are invoiced and collected monthly in advance, the first time upon ordering and thereafter on the same day of each following month (the billing period). The basic environment with one (1) user and the included storage constitutes the minimum purchase. Expansion with users or storage during a billing period takes effect immediately and is charged immediately pro rata for the remaining days. A reduction takes effect at the start of the next billing period; no refund is given for the current period.

6.8. ASE Cloud Services may change the fees of Subscription Services with at least thirty (30) days’ notice. The Client may terminate the Subscription Service in writing up to the effective date of the change, with effect from that date, without the notice periods and terms of Articles 10.1 and 10.3 applying.

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 and damage due to business interruption, is expressly excluded. Liability for corruption or loss of Customer Data is likewise excluded, on the understanding that, in the event of a loss attributable to it, ASE Cloud Services will make efforts to restore the platform from the available internal backups as referred to in Article 4.8 and, if that restoration proves impossible, is obliged to compensate the reasonable costs of reconstructing the Customer Data up to the amount referred to in Article 8.1. All this without prejudice to what is laid down 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. Subscription Services are, subject to the provisions of Article 10.3, entered into for an indefinite period. The Client may cancel a Subscription Service at any time via the customer portal or in writing by email to info@asecloud.nl. The cancellation takes effect at the end of the current billing period; until that time the Subscription Service remains available and no refund is given for the current period. ASE Cloud Services confirms the cancellation by email, stating the end date. ASE Cloud Services may terminate a Subscription Service with a notice period of three (3) months.

10.2. Project Services are entered into for the duration of the assignment as described in the quotation. Early termination is not possible, unless the quotation provides otherwise. The cancellation policy of Article 10.6 applies to training courses and inspiration sessions.

10.3. In deviation from Article 10.1, management and support agreements entered into after an implementation project apply for the term stated in the quotation. In the absence thereof, a term of twelve (12) months applies, tacitly renewed each time by twelve (12) months, with a notice period of two (2) months before the end of the current term.

10.4. Either Party may dissolve the Agreement with immediate effect if the other Party is declared bankrupt, applies for a suspension of payments or ceases its business, or if the other Party has not remedied a material breach within fourteen (14) days after written notice of default.

10.5. Exit and Customer Data. A Subscription Service remains fully available until the end date. The Client exports its Customer Data before the end date in a common, open file format. For the Sovereign Workplace, the environment is deleted after the end date; for fourteen (14) days after deletion, the environment can still be restored at the Client’s request, after which the Customer Data is permanently deleted, including from backup systems. For other Services, the provisions of the Data Processing Agreement on the return and deletion of Customer Data apply. In the event of termination due to non-payment, Article 6.5 applies.

10.6. Cancellation of training courses and sessions. A scheduled training course or session may be rescheduled free of charge up to fourteen (14) days before the date. In the event of cancellation within fourteen (14) days, 50% of the agreed amount is due; in the event of cancellation within five (5) working days, the full amount.

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.

ARTICLE 13: AMENDMENT OF THE GENERAL TERMS AND CONDITIONS

13.1. ASE Cloud Services may amend these General Terms and Conditions. Amendments are announced in writing or by email at least thirty (30) days before they take effect.

13.2. If an amendment materially worsens the position of the Client under a Subscription Service, the Client may terminate the Subscription Service in writing up to the effective date, with effect from that date, without the notice periods and terms of Articles 10.1 and 10.3 applying.