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Terms of Service

Last updated: 27 August 2025

1. Definitions

  • “Company,” “we,” “our,” “us” – [Savvy.codes B.V.], provider of the Eloquent platform.
  • “Platform” – The hosted software, APIs, documentation, dashboards and any related services branded as “Eloquent,” including whitelabel versions re‑branded by Partners.
  • “Partner” – An entity that licenses the Platform on a whitelabel basis to its own end‑customers.
  • “Customer,” “you,” “your” – Either a Partner or (where the context requires) an end‑customer who accesses or uses the Platform.
  • “AI Output” – Any text, data, or other content generated by the Platform’s AI agents in response to prompts.
  • “Usage Data” – Metrics, logs, and other technical data relating to the performance and use of the Platform.
  • “Confidential Information” – All non‑public information disclosed by one party to the other that is designated confidential or would reasonably be understood as confidential.

2. Account creation & access

  1. You must be at least 18 years old and legally able to enter into contracts.
  2. You are responsible for safeguarding account credentials and all activity under your account.
  3. We may suspend or terminate access if we reasonably believe you (or your End‑Users) violate these Terms or applicable law.

3. License & whitelabel rights

  1. We grant you a non‑exclusive, worldwide, non‑transferable right to access and use the Platform during the Subscription Term, solely in accordance with these Terms and any applicable Order Form.
  2. Partners - If you are a Partner:
    • You may re‑brand the user interface, marketing materials and domain (whitelabel) subject to our brand‑usage guidelines.
    • You remain fully liable for all End‑User activity and must flow‑down terms that are at least as protective of us as these Terms.
    • You may not represent yourself as the creator or owner of the underlying Platform technology.
  3. Except for the limited rights above, we reserve all intellectual‑property rights in and to the Platform.

4. Acceptable use

You and all End‑Users must not:

  • violate any law or third‑party right;
  • submit or request content that is unlawful, discriminatory, defamatory, harassing, sexually explicit, or that infringes others’ intellectual property;
  • use the Platform to create (or attempt to create) malicious code, spam, or automated abuse;
  • attempt to probe, scan, or test the vulnerability of any system without permission.

5. AI Output – no warranties & responsibility disclaimer

  1. AI output is probabilistic - It may produce inaccurate, incomplete or offensive material.
  2. No professional advice - The Platform does not provide legal, medical, financial, or other professional advice. Always independently verify AI Output before acting on it.
  3. Your responsibility - You are solely responsible for reviewing, filtering, and using AI Output, including for compliance with all laws and regulations that apply to you and your End‑Users.
  4. We disclaim any liability arising from AI Output, including claims based on its accuracy, legality, or appropriateness.

6. Content & data

  1. Your content - You own all prompts, uploaded files, and AI Output (“Customer Content”). You grant us a limited license to store, process and transmit Customer Content to provide the Platform and fulfil legal obligations.
  2. Data storage & security - We store Customer Content on encrypted servers and apply industry‑standard security controls (e.g. AES‑256 encryption at rest, TLS in transit, ISO 27001–aligned policies).
  3. User‑shared personal data - We are not responsible for any Personal Data you or End‑Users choose to include in prompts, file uploads or conversations with AI. You warrant that you have all necessary rights and consents to share such data with us.
  4. Data retention - Conversation data is retained for as long as the account of the data owner (Customer or whitelabel Partner) remains active, unless deletion is requested earlier. Once the account is deleted, all associated conversation data is either deleted or anonymised within a reasonable period, unless longer retention is required by law.
  5. Analytics - We may process Usage Data in aggregated and anonymised form to maintain and improve the Platform.

7. Privacy & data protection

  1. Our processing of Personal Data is governed by the Privacy Policy.
  2. Each party shall comply with applicable data‑protection legislation, including the EU GDPR, UK GDPR and CCPA (as applicable).
  3. If you are established in the EEA/UK or otherwise require a DPA, you must execute our standard DPA before using the Platform.

8. Fees, billing & taxes

  1. Plans & usage fees - Subscription plans cover platform access; AI interactions are billed separately on a pay‑per‑use basis via a pre-funded wallet, at the rates shown in your dashboard.
  2. Invoicing - Monthly plans are billed in advance; Yearly plans are billed annually in advance.
  3. No refunds - Because of the real‑time, metered nature of AI processing, all payments are non‑refundable except where required by law.
  4. Price changes - We may adjust prices with at least 30 days’ notice; new rates apply at the next renewal or new billing cycle.
  5. Taxes - Fees are exclusive of VAT, GST or comparable taxes. You are responsible for any taxes due in your jurisdiction.

9. Term, renewal & cancellation

  1. Term - These Terms commence on the Effective Date and continue until terminated.
  2. Auto‑renewal - Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives notice of non‑renewal at least 10 days before the end of the then‑current term.
  3. Cancellation - You may cancel any time from your dashboard; access continues until the end of the current paid period.
  4. Termination for cause - Either party may terminate for material breach if the other fails to cure within 30 days of notice (or immediately if the breach is incapable of cure).

10. Intellectual‑property Infringement

We respect third‑party IP rights and expect you to do the same. If you believe any content on the Platform infringes your IP, please send a detailed notice to [email protected] and we will respond in accordance with applicable law (e.g. DMCA).

11. Confidentiality

Each party will protect the other’s Confidential Information with at least the same care it uses to protect its own (and no less than reasonable care), and will not disclose it except to employees, contractors or advisers who need to know and are bound by confidentiality obligations.

12. Warranties & Disclaimers

  1. Service Commitment - We warrant that we will use commercially reasonable efforts to provide the Platform in a professional manner and with minimal interruptions.
  2. Disclaimer - EXCEPT AS EXPRESSLY STATED, THE PLATFORM, AI OUTPUT AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT).

13. Limitation of Liability

  1. Indirect Damages - TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
  2. Cap - EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS IN ANY CALENDAR YEAR WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS IN THAT YEAR (OR € 1,000 IF GREATER IN LAW BUT YOU HAVE PAID NOTHING).
  3. Exclusions - The above limitations do not apply to: (a) your payment obligations; (b) either party’s gross negligence, wilful misconduct, or fraud; (c) infringement indemnities in §14.

14. Indemnification

  1. By You - You will defend and indemnify us against any claim arising out of (a) Customer Content; (b) use of the Platform in breach of these Terms or law; or (c) any product or service you provide to End‑Users.
  2. By Us - We will defend and indemnify you against any claim that the unmodified Platform infringes a third‑party patent, trademark, or copyright, provided you (i) promptly notify us, (ii) allow us sole control of defence and settlement, and (iii) cooperate as reasonably requested.

15. Export Compliance

You will not use, export, or allow access to the Platform in violation of any U.S., EU, UK or other applicable export‑control laws or sanctions programs.

16. Publicity

We may list your (or, for Partners, your customers’) name and logo on our website or marketing materials unless you opt‑out in writing.

17. Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control (e.g. natural disasters, war, epidemic, internet outages), but the affected party must use reasonable efforts to mitigate.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Netherlands, excluding its conflict‑of‑laws principles. Any dispute will be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, unless mandatory law grants you consumer jurisdiction elsewhere.

19. Changes to these terms

We may amend these Terms by posting a revised version with at least 30 days’ prior notice. Your continued use after the effective date constitutes acceptance. If you object, your sole remedy is to cancel before the new Terms take effect.

20. Miscellaneous

  • Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign without restriction as part of a merger, acquisition or sale of assets.
  • Entire agreement - These Terms, the Privacy Notice, any DPA and the Order Form(s) constitute the entire agreement and supersede all prior proposals, representations and understandings.
  • Severability - If any provision is held unenforceable, the remainder will remain in effect.
  • No waiver - Failure to enforce any right is not a waiver of future enforcement of that right.

Contact

Questions? [email protected].