Terms of Service

These Terms of Service, together with any order form or subscription plan referencing them and the documents expressly incorporated below (together, the "Agreement"), are entered into between De Cloe Advies BV, trading as Ragtime AI, a private limited company incorporated in the Netherlands ("Ragtime", "we", "us", or "our"), and the customer that accesses or uses the Services ("Customer", "you", or "your").

If you are entering into this Agreement on behalf of an entity, you represent that you are authorised to bind that entity.

1. The Services and licence

"Services" means the Ragtime conversational AI platform, together with the associated web interfaces, APIs, connectors, and documentation that we make available to you. Subject to this Agreement, we grant you a limited, personal, non-exclusive, non-sublicensable, and non-transferable right, during the term, for your authorised users to use the Services and to integrate them into your own applications, products, or services ("Customer Apps") in accordance with the documentation and any limits set out in your subscription.

2. Acceptable use and responsibility

You are responsible for the acts and omissions of your authorised users and end users, and for all activity that occurs under your account. You shall promptly notify us of any unauthorised use. You agree to use the Services only for lawful purposes and in accordance with the restrictions in this Agreement, and you acknowledge that we may use automated measures (including AI-powered systems) to screen inputs and interactions and to help prevent the generation of content that does not conform to this Agreement.

Customer AI responsibilities. You are responsible for determining whether and how laws governing artificial intelligence apply to your deployment and use of the Services, taking into account the intended purpose, context, users, and persons affected. To the extent applicable to your role and use, you shall:

• use the Services in accordance with applicable AI, data-protection, consumer-protection, equality, employment, and sector-specific laws;
• provide notices and disclosures required to inform individuals that they are interacting with an AI system or viewing AI-generated or manipulated content;
• maintain human oversight appropriate to the purpose and reasonably foreseeable risks of the deployment;
• ensure that persons responsible for operating or supervising the Services have an appropriate level of AI literacy, training, and authority;
• conduct any risk assessment, data-protection impact assessment, fundamental-rights impact assessment, registration, or other procedure required for your use;
• not remove or interfere with transparency notices, safety controls, provenance information, or machine-readable markings provided by the Services; and
• not represent that Ragtime has approved the Services for a regulated or high-risk use unless we have confirmed that suitability in writing.

These obligations apply only to the extent required by your role and use of the Services. Nothing in this Agreement determines your regulatory classification where that classification depends on the facts of a particular deployment. Before using the Services for a use that is prohibited or classified as high-risk under the EU AI Act, or for decisions concerning employment, education, credit, insurance, healthcare, essential services, biometrics, law enforcement, migration, or access to legal rights, you must notify us and obtain our written confirmation that the proposed deployment is supported. Such confirmation does not transfer your legal responsibilities to Ragtime.

Evaluation of outputs. You are responsible for evaluating outputs before using, publishing, communicating, or relying on them. You shall apply human review appropriate to the intended use and reasonably foreseeable consequences, verify material factual statements using reliable independent sources, and ensure that outputs comply with applicable law and your own policies. You shall not use an output as the sole basis for a decision that produces legal or similarly significant effects for an individual unless that use is lawful, appropriate safeguards are in place, and the output has been reviewed by a suitably qualified person. You remain responsible for decisions, communications, and other actions taken on the basis of outputs.

3. Restrictions

You shall not, and shall not permit any third party to: (a) use the Services in any manner inconsistent with this Agreement, applicable law, or the restrictions in this section; (b) make the Services available to third parties except through your Customer Apps as permitted; (c) use the Services to build a product or service that competes with or replicates the Services; (d) introduce malicious code to the Services; or (e) reverse engineer, decompile, or attempt to derive the source code of the Services except to the extent permitted by law.

4. Trials and beta features

We may make free trials, evaluation access, or "beta" features available to you. These are provided for internal testing and evaluation only, on an "as is" basis and without warranty, and may be modified or withdrawn at any time. Where a trial or evaluation period is agreed, it may convert into a paid subscription unless you notify us otherwise before it expires.

5. Intellectual property

As between the Parties, Ragtime and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and the underlying technology. Ragtime holds the rights necessary to provide the Services and grant the rights expressly set out in this Agreement. You retain all right, title, and interest in and to your content and your Customer Apps (excluding the Services as integrated within them). No ownership, equity, or other interest in the Services or underlying technology transfers to you. Any right to use a fully instanced deployment or to sublicense the Services must be expressly agreed in writing and remains limited to the applicable term. You grant Ragtime a non-exclusive, worldwide, royalty-free licence during the term to use your content as necessary to provide and operate the Services. We will not use your content to train our AI models except where you expressly instruct us to do so (for example, for retrieval-augmented processing configured for your benefit).

6. Feedback

You may provide feedback, suggestions, feature requests, or ideas about the Services. We may use, reproduce, modify, and incorporate that feedback without restriction or compensation, and it gives you no ownership interest, licence, right, claim, or other entitlement in the Services or any resulting improvement. We have no obligation to develop or implement any feedback.

7. Customer content

You are responsible for your content and for ensuring you have all rights and consents necessary for us to process it in providing the Services. You represent and warrant that your content and Customer Apps do not infringe the rights of any third party.

8. Third-party and connected services

The Services may incorporate or provide access to third-party tools, models, or platforms ("AI Services"), and may allow you to connect your own applications or models ("Connected Applications"). By using such features you instruct us to share your content with the relevant providers to the extent necessary to enable that functionality, and you agree to comply with any applicable third-party terms. We are not responsible for AI Services or Connected Applications that are not under our control and have no liability for their unavailability or failure.

9. Fees

Where the Services are provided under a paid subscription, you shall pay the applicable fees as set out in your order form. Unless stated otherwise, fees are non-cancellable and non-refundable, are exclusive of taxes, and are payable within the period stated on the relevant invoice. We may suspend the Services for non-payment and may adjust fees on renewal with reasonable prior notice.

10. Data protection

Our Data Processing Addendum ("DPA") applies to our processing of personal data on your behalf and is incorporated into this Agreement. In the event of a conflict, the DPA prevails in relation to the processing of Customer Personal Data. Our handling of personal data is further described in our Privacy Policy.

11. Warranties and disclaimers

Each Party warrants that it has the authority to enter into this Agreement. Except as expressly stated, the Services and any interactions or outputs are provided "as is" and "as available", and to the fullest extent permitted by law we disclaim all other warranties, whether express or implied, including as to satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. Outputs of AI assistants may contain inaccuracies and should not be relied upon as professional advice.

12. Indemnification

Subject to the limitations below, each Party shall defend and indemnify the other against third-party claims to the extent arising from its breach of this Agreement or, in your case, from your content, Customer Apps, or use of the Services in violation of this Agreement or applicable law. The indemnified Party shall provide prompt notice, allow the indemnifying Party to control the defence, and provide reasonable cooperation.

13. Limitation of liability

Nothing in this Agreement limits liability that cannot be limited by law, including for death or personal injury caused by negligence or for fraud. Subject to that, neither Party shall be liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, or data. Each Party's total aggregate liability arising under or in connection with this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the liability.

14. Term and termination

This Agreement continues for the subscription term set out in your order form and renews automatically for successive terms unless either Party gives notice not to renew. Either Party may terminate for a material breach that remains uncured for thirty (30) days after notice, or upon the other Party's insolvency. On termination, all licences granted to you cease and you must stop using the Services. Provisions that by their nature should survive termination will continue to apply.

15. Confidentiality

Each Party shall keep the other's confidential information confidential, use it only to perform this Agreement, and limit access to those who need to know it and are bound by equivalent obligations. Confidential information excludes information that is or becomes public through no fault of the receiving Party, is lawfully received from a third party, or is independently developed.

16. General

Neither Party is liable for failure to perform due to events beyond its reasonable control. You may not assign this Agreement without our consent, except in connection with a merger or sale of substantially all of your business; we may assign freely. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes prior agreements. Nothing in it creates a partnership, agency, or joint venture.

The Agreement consists of the applicable order form or subscription plan, these Terms, and the DPA where applicable. Our AI Governance Practices describe our current approach but do not create additional contractual warranties or customer obligations. Our Privacy Policy describes how we process personal data where we act as controller and does not create contractual obligations beyond those imposed by applicable law. If these documents conflict, the order form or subscription plan prevails over these Terms, and the DPA prevails for matters concerning Customer Personal Data.

We may update the Agreement documents to reflect changes in law, regulation, security requirements, the Services, or our business practices. We will give reasonable advance notice of a material change, normally at least thirty (30) days, by email, through the Services, or by another appropriate method. Non-material changes, including clarifications and corrections, may take effect when posted. Changes required urgently for legal, regulatory, fraud-prevention, or security reasons may take effect on shorter notice. No update to the DPA or security measures will materially reduce the overall protection of Customer Personal Data during a current subscription term.

Where a change materially and adversely affects your existing rights or obligations, we may request express acceptance. If you do not accept such a change, you may terminate the affected Services by notifying us before the change takes effect. Continued use after the effective date constitutes acceptance only where you received reasonable notice of the change.

17. Governing law and jurisdiction

This Agreement and any dispute arising from or in connection with it are governed by the laws of the Netherlands. The Parties submit to the exclusive jurisdiction of the competent courts in the Netherlands.

18. Contact

Questions about these Terms may be directed to legal@ragtime-ai.com, and support enquiries to support@ragtime-ai.com.