1Definitions
- “Services”
- means our websites, software applications, SaaS offerings, APIs, workshops/training, professional services, and related support, as described on our site or in an order form or statement of work.
- “Order”
- means an ordering document, proposal, or online checkout describing purchased Services.
- “SOW”
- (Statement of Work) means a document describing scoped professional services deliverables, timeline, and fees.
- “Customer Data”
- means data submitted to the Services by or on behalf of Customer.
- “Deliverables”
- means work product we provide under a SOW (e.g., code, documentation, architectures), excluding our pre-existing materials.
- “Confidential Information”
- means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential.
2Scope and structure of these Terms
2.1
Service-specific terms. Some Services may have additional terms (e.g., a SOW, product terms, or acceptable use rules). If there is a conflict, the following order applies: (a) SOW or Order, (b) Service-specific terms, (c) these Terms.
2.2
Business-to-business focus. Unless explicitly stated otherwise, the Services are offered for business use.
3Eligibility and account responsibilities
3.1
You must provide accurate information and maintain the security of your account credentials.
3.2
You are responsible for all activity under your account and for ensuring your authorized users comply with these Terms.
4Acceptable use
You will not (and will not allow others to):
- Use the Services for unlawful, harmful, or abusive activities.
- Interfere with or disrupt the integrity or performance of the Services.
- Attempt unauthorized access to systems or networks.
- Reverse engineer or attempt to derive source code from the Services except to the extent prohibited by applicable law.
- Upload or transmit malware, or conduct vulnerability scanning against our production environment without prior written authorization.
- Use the Services to build or train a competing product except as expressly permitted in writing.
We may suspend access for violations or to mitigate security risk.
5Purchases, fees, and payment
5.1
Fees. Fees are described in the applicable Order or SOW. Unless stated otherwise, fees are exclusive of taxes.
5.2
Invoicing and payment. Payment terms are as stated in the Order/SOW. Late payments may incur interest and reasonable collection costs as permitted by law.
5.3
No set-off. Customer may not withhold or set off amounts except as required by law.
5.4
Changes. Any change in scope or requirements may require a written change order and may affect fees and timeline.
6Professional services
6.1
SOW governs. Professional services are provided under a SOW describing deliverables, assumptions, acceptance criteria (if any), and timeline.
6.2
Customer responsibilities. Customer will provide timely access to personnel, systems, documentation, and decisions. Delays may change schedule and fees.
6.3
Workshops and training. Workshop outcomes depend on attendee participation and starting conditions. Materials are for informational purposes and do not constitute professional advice.
6.4
Security and assessments. Security work identifies issues based on scope and available evidence. No assessment guarantees complete security or compliance.
7SaaS and hosted services
This section applies if you use our hosted software or SaaS offerings.
7.1
Service availability. We aim to provide reliable Services but do not guarantee uninterrupted availability unless an SLA is agreed in writing.
7.2
Maintenance and changes. We may perform maintenance and modify features. We will use reasonable efforts to notify Customers of material changes that adversely affect core functionality.
7.3
Usage limits. Orders may include usage, rate, seat, or storage limits. Exceeding limits may require upgrading or may result in throttling.
8AI features and outputs
This section applies if you use AI-powered features within our Services.
8.1
Probabilistic nature. AI-generated outputs may be inaccurate, incomplete, or inappropriate. Customer is responsible for human review and for decisions made using outputs.
8.2
Prohibited content. Customer will not use AI features to generate or disseminate unlawful content, infringing content, or content that violates the rights of others.
8.3
Model providers. Some AI features may rely on third-party model providers. Third-party terms may apply.
9Intellectual property
9.1
Our IP. We retain all rights, title, and interest in and to the Services, underlying technology, and any pre-existing materials, including improvements.
9.2
Customer Data. Customer retains all rights in Customer Data. Customer grants us a limited right to process Customer Data to provide, secure, and improve the Services, consistent with the Privacy Statement and any data processing agreement.
9.3
Deliverables under SOW. Unless the SOW states otherwise:
- Upon full payment, Customer receives a perpetual, worldwide license to use the Deliverables for its internal business purposes.
- We retain rights to our general know-how, reusable components, and non-customer-specific libraries developed during the engagement.
9.4
Feedback. If you provide feedback, you grant us a royalty-free right to use it without restriction.
10Confidentiality
10.1
Each party will protect the other's Confidential Information using at least reasonable care and will use it only to perform under these Terms.
10.2
Confidentiality obligations do not apply to information that is: (a) publicly available without breach, (b) independently developed, (c) rightfully received from a third party, or (d) required to be disclosed by law (with notice where legally permitted).
11Data protection and privacy
11.1
Our processing of personal data is described in the Privacy Statement.
11.2
If we process personal data as a processor on behalf of Customer, the parties may enter into a data processing agreement (DPA) where required.
12Third-party services and content
The Services may interoperate with third-party services. We are not responsible for third-party services, content, or downtime, and your use is governed by their terms.
13Warranties and disclaimers
13.1
Professional services warranty. We will perform professional services in a professional and workmanlike manner.
13.2 Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14Limitation of liability
14.1 Exclusion of damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
14.2 Liability cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LOGICOS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.
14.3
Exceptions. The exclusions/caps above do not apply to: (a) breach of confidentiality, (b) infringement by a party of the other party's intellectual property rights, or (c) amounts that cannot be limited under applicable law (including certain willful misconduct or gross negligence where not limitable).
15Indemnification
15.1
By Customer. Customer will indemnify and hold Logicos harmless from claims arising from Customer Data, Customer's use of the Services in violation of these Terms, or Customer's products/services.
15.2
By Logicos (IP infringement). Logicos will defend Customer from third-party claims that the Services infringe intellectual property rights, and will indemnify Customer for resulting finally awarded damages or settlements approved by Logicos, provided Customer promptly notifies Logicos and allows Logicos to control the defense. Logicos has no obligation to the extent a claim arises from: (a) Customer materials, (b) modifications not made by Logicos, (c) combination with non-Logicos products, or (d) use not in accordance with documentation.
15.3
Remedy. If infringement is likely, we may: (a) modify the Services, (b) procure a license, or (c) terminate affected Services and refund prepaid unused fees for the terminated portion.
16Term, termination, and suspension
16.1
Term. These Terms apply while you use the Services. Subscription terms (if any) are stated in Orders.
16.2
Termination for cause. Either party may terminate an Order/SOW for material breach not cured within a reasonable period (typically 30 days, or sooner for non-payment or security risk).
16.3
Suspension. We may suspend access to protect the Services, prevent abuse, comply with law, or address security incidents.
16.4
Effect of termination. Upon termination, your right to use the Services ends. Each party will return or destroy Confidential Information upon request, subject to legal retention. For SaaS, we will make Customer Data available for export for a limited time if commercially reasonable and specified in an Order.
17Changes to these Terms
We may update these Terms from time to time. If changes are material, we will provide notice (e.g., by posting on our site or emailing account owners). Continued use after the effective date means you accept the updated Terms.
18Governing law and disputes
Governing law
[Insert jurisdiction — e.g., The Netherlands]
Forum
[Insert courts/arbitration venue]
Nothing in these Terms limits either party's right to seek injunctive relief for misuse of intellectual property or Confidential Information.
19Contact
Appendix A — Order and SOW basics
•
Acceptance (optional): Deliverables are accepted upon delivery unless Customer provides written notice of non-conformance within [10] business days, describing the issues with reference to agreed criteria.
•
Change control: Any change requires written approval and may affect timeline/fees.
•
Expenses: Travel/expenses require prior approval and will be billed at cost unless included.