Terms of Service

Effective date: date of electronic acceptance (clickwrap)

These Terms of Service (“ToS”) set out the general terms under which Aristotl BV (“Aristotl”) offers the Aristotl platform and related services to business customers (“Customer”). By (i) checking “I agree to the Privacy Policy, Terms of Service and DPA” (or equivalent wording), and/or (ii) creating an account, logging in or continuing to use the Services, the Customer accepts these ToS.

1. Parties and contact details

1.1. Service provider

Aristotl BV, Entrepotkaai 2/802, 2000 Antwerp, Belgium, enterprise number 1018.326.784 (“Aristotl”).

1.2. Customer

The legal entity that purchases/uses the Services/creates an account, as identified through account data and/or order/subscription data (“Customer”).

1.3. Authority

The natural person who electronically accepts these ToS declares that he/she is authorized to legally bind the Customer.

1.4. Contact

ben@askaristotl.ai (for privacy-related questions).

2. Definitions

“Account”: the environment through which the Customer accesses the Services.

“Admin”: the administrator(s) designated by the Customer with administrative rights.

“Services”: the Aristotl platform and all related services (such as software, hosting, support, updates).

“DPA”: the Data Processing Agreement between Aristotl (as processor) and the Customer (as controller), which forms an integral part of the Agreement.

“Agreement”: the contractual relationship between the Customer and Aristotl for the use of the Services, consisting of (i) these ToS, (ii) the DPA, (iii) any order form/quote/subscription (Order Form) and (iv) applicable documentation.

“Privacy Policy”: Aristotl’s privacy policy (information document) which, among other things, explains processing activities carried out by Aristotl as controller.

“Sub-processor”: a third party engaged by Aristotl to perform certain processing activities (as further governed in the DPA).

3. Structure, precedence and applicability

3.1.

These ToS apply to any use of the Services by the Customer.

3.2. Order of precedence in case of conflict:

• the DPA prevails for anything relating to the processing of personal data in the context of the Services;
• then: the Order Form (if applicable);
• then: these ToS;
• then: documentation.

3.3.

Deviations are only valid if confirmed in writing or electronically by Aristotl (e.g., via an Order Form or addendum).

4. Acceptance, electronic evidence and saving

4.1.

Aristotl keeps electronic evidence of acceptance (including date/time, account ID and log data).

4.2.

The Customer may save and reproduce these ToS at the time of acceptance.

5. Account, users and security

5.1.

The Customer is responsible for:

• correct account information,
• managing users and permissions (including Admins), and
• keeping login credentials confidential.

5.2.

The Customer is liable for all actions carried out through its Account, except in the event of a demonstrable fault of Aristotl.

5.3.

Aristotl may impose reasonable security measures (such as strong passwords/2FA for Admins where possible).

6. License and usage rights

6.1.

During the term of the Agreement, Aristotl grants the Customer a non-exclusive, non-transferable right to use the Services internally for its professional activities, within the limits of the chosen subscription.

6.2. Prohibited (non-exhaustive):

• reverse engineering,
• circumventing technical limitations,
• disrupting the Services,
• unauthorized scraping/harvesting,
• use in violation of laws or third-party rights.

6.3.

Aristotl may restrict or suspend use in case of misuse, security risks or breach of the Agreement (see Article 12).

7. Customer data and content

7.1.

“Customer Data” means all data/information that the Customer (or its users) enters, uploads or otherwise has processed through the Services.

7.2.

The Customer remains the owner of its Customer Data. The Customer grants Aristotl a limited license to process Customer Data to provide, maintain, secure and support the Services, in accordance with these ToS and the DPA.

7.3.

The Customer warrants that it has the necessary rights, consents and legal bases to provide Customer Data and to have it processed via the Services, and that the Customer Data does not infringe third-party rights.

7.4. Special categories of personal data

The Services are not intended for the processing of special categories of personal data or criminal data, unless expressly agreed and with appropriate safeguards.

8. Data protection, DPA and privacy

8.1.

For personal data in Customer Data, Aristotl acts as processor and the Customer as controller; the terms and safeguards are set out in the DPA.

8.2.

For personal data processed by Aristotl for its own purposes (e.g., website, sales, invoicing, security of its own systems), Aristotl acts as controller; see the Privacy Policy.

8.3. Sub-processors

For Customer Data, the sub-processor arrangement under the DPA applies, including the sub-processor list, prior notice and right to object.

8.4. Security

Aristotl implements appropriate technical and organizational measures; details for Customer Data are set out in the DPA (TOMs).

9. Payments, invoicing and pricing

9.1.

Fees, term and included usage are determined in the Order Form or the chosen subscription in the platform.

9.2.

Unless stated otherwise: invoices are payable within thirty (30) days. In case of late payment, Aristotl may (i) charge statutory interest and reasonable collection costs and (ii) suspend the Services after prior notice.

9.3.

Prices are exclusive of VAT and other levies, unless stated otherwise.

9.4.

Aristotl may adjust prices upon renewal or upon a subscription change; in the event of a price increase outside a renewal moment, Aristotl will provide prior notice and, if the increase is material, give the Customer the option to terminate the subscription effective on the date the increase takes effect.

10. Term, renewal and termination

10.1.

The Agreement starts upon electronic acceptance and continues for the term specified in the subscription/Order Form.

10.2.

Unless agreed otherwise, the subscription is automatically renewed for successive periods of the same duration, provided that either party may terminate with at least 30 days’ notice before the end of the current period.

10.3. Termination for cause

Either party may terminate the Agreement with immediate effect in the event of a material breach by the other party that is not remedied within thirty (30) days after written notice of default, or immediately in the event of a non-remediable breach (e.g., serious breach of confidentiality, fraud).

10.4. Effects of termination – data

• The Customer may export its Customer Data during a reasonable period of 30 days after the end of the Agreement, unless this poses security risks or legal restrictions.
• Thereafter, Aristotl will delete or return Customer Data in accordance with the DPA (including any limited technical retention/backups).

10.5.

Provisions that by their nature must survive (including confidentiality, IP, liability, governing law) remain in effect.

11. Support, updates and availability

11.1.

Aristotl provides support as described in the documentation or the chosen subscription (best effort).

11.2.

Aristotl may implement updates and improvements. Scheduled maintenance may cause temporary unavailability; Aristotl aims to limit this and, where reasonable, communicate in advance.

11.3.

Unless expressly agreed otherwise (SLA/addendum), Aristotl provides no guarantee of uninterrupted availability or error-free operation.

12. Suspension

12.1.

Aristotl may suspend access to the Services in whole or in part in case of:

• non-payment after notice and the lapse of a reasonable cure period;
• (suspected) security incident, misuse or breach of Article 6 or 15;
• legal obligation or order by a competent authority.

12.2.

Where reasonable, Aristotl will inform the Customer in advance or without undue delay, and will restore access as soon as the cause has been remedied.

13. Confidentiality

13.1.

“Confidential Information” includes all non-public information that one party receives from the other party in the context of the Agreement (including price, roadmaps, Customer Data, security details).

13.2.

Each party uses Confidential Information solely for the performance of the Agreement and takes reasonable measures to protect it.

13.3. Exceptions

Information that:

• is public without breach,
• was already lawfully known,
• was lawfully obtained from a third party, or
• was independently developed.

13.4.

Disclosure required by law is permitted if mandatory, provided (where possible) prior notice is given.

14. Intellectual property and feedback

14.1.

All intellectual property rights in the Services, software, documentation and know-how remain with Aristotl (or its licensors).

14.2. Feedback

The Customer may provide suggestions; Aristotl may freely use them without compensation, provided no Customer confidentiality is breached.

15. Warranties and disclaimers

15.1.

Aristotl provides the Services with reasonable care and skill.

15.2.

Except for express written commitments, the Services are provided “as is” and “as available”, without implied warranties (such as fitness for a particular purpose).

15.3.

If the Services generate output, recommendations or (automated) analyses, the Customer remains responsible for (i) the interpretation and (ii) decisions based on them.

16. Liability

16.1.

Except in case of intent, fraud or gross negligence (and to the extent permitted by law), Aristotl is not liable for indirect damages, consequential damages, loss of profit, loss of goodwill, or loss of data (except as expressly governed in the DPA or in case of demonstrable fault of Aristotl).

16.2.

Aristotl’s total liability under or in connection with the Agreement is limited to the amount of fees paid by the Customer to Aristotl in the twelve (12) months preceding the event giving rise to the damage. If the Customer uses the Services free of charge, total liability is limited to EUR 100.

16.3.

Nothing in these ToS excludes liability that cannot be excluded under mandatory law.

17. Indemnification

17.1.

The Customer shall indemnify and defend Aristotl against third-party claims arising from

• Customer Data,
• the Customer’s breach of law, or
• use of the Services in violation of these ToS.

17.2.

Aristotl will reasonably inform the Customer of such claim and give the Customer control over the defense, provided the Customer does not enter into a settlement that imposes obligations on Aristotl without consent.

18. Changes to the Services and to the terms

18.1.

Aristotl may modify the Services (e.g., new features, changes for security or legal reasons). Aristotl will inform the Customer in advance of material changes that substantially and negatively affect core functionality.

18.2.

Aristotl may amend these ToS subject to prior notice via the platform, e-mail or another reasonable method, and provided the Customer can save and reproduce the amended ToS.

18.3.

Unless stated otherwise, amendments take effect on the date stated in the notice. Continued use after that date constitutes acceptance.

18.4.

If an amendment materially and adversely changes the Customer’s rights or obligations, the Customer may terminate the Agreement within thirty (30) days after notice, effective on the amendment’s effective date.

18.5.

For amendments to the DPA, the amendment mechanism in the DPA itself applies.

19. Force majeure

19.1.

Neither party is liable for delay or non-performance due to force majeure (e.g., failures of networks, cloud providers, electricity, strikes, war, pandemics), to the extent reasonably beyond its control.

20. Assignment

20.1.

The Customer may not assign the Agreement without Aristotl’s prior written consent, except in the case of a reorganization, merger or sale of substantially all assets, provided the successor remains bound.

20.2.

Aristotl may assign the Agreement in the context of a restructuring, financing, acquisition or sale of business activities, provided this does not cause a material reduction of protection for the Customer.

21. Severability and waiver

21.1.

If a provision is invalid, the remainder remains valid; the parties replace the invalid provision with a valid provision with a similar economic intent.

21.2.

A waiver of rights is only valid if express and in writing.

22. Governing law and competent courts

22.1.

These ToS and the Agreement are governed by Belgian law.

22.2.

Disputes fall exclusively within the jurisdiction of the competent courts of Antwerp.