Article 1 Definitions
In these terms and conditions, the following definitions apply:
Sero: the private limited company Sero B.V., established in Amsterdam, registered with the Chamber of Commerce under number 91556961.
Service: the software-as-a-service offered by Sero under the name “Sero Create”, including all modules, functions, (beta) features, integrations, and updates.
Customer: any natural or legal person who registers for and uses the Service in the course of a profession or business (B2B).
Account: the digital environment created by or on behalf of the Customer to access the Service.
Subscription: the chosen subscription type (e.g., monthly or yearly, including Teams) as published on www.sero.tech.
Agreement: the agreement concluded between Sero and the Customer by registering an Account, purchasing/activating a Subscription, or signing an order (form), including any supplementary agreements.
General Terms and Conditions: these general terms and conditions.
External Services: services, APIs, models, and infrastructure provided by third parties upon which the Service (partially) relies.
Working Day: Monday through Friday, with the exception of public holidays recognized in the Netherlands.
Article 2 Applicability and Order of Precedence
These general terms and conditions apply to all offers, legal relationships, Agreements, and the use of the Service.
Deviations apply only if and to the extent that they have been explicitly agreed upon in writing with Sero.
The applicability of purchasing or other (general) terms and conditions of the Customer is explicitly rejected.
Order of precedence: (i) specific written agreements in the Agreement or order take precedence over (ii) these general terms and conditions, and these take precedence over (iii) any other documents or policies.
These general terms and conditions also extend to the benefit of (and can be invoked by) directors, employees, and third parties engaged by Brainvine. This is an irrevocable third-party clause within the meaning of Article 6:253 of the Dutch Civil Code (BW).
Sero acts solely as the contracting party. To the extent applicable, Article 7:404 BW and Article 7:407 paragraph 2 BW are excluded and do not apply.
Article 3 Conclusion of the Agreement
The Agreement is concluded by registering an Account and accepting these terms and conditions, or by explicit written acceptance of an offer/order.
Sero may refuse or terminate a registration or order if abuse, conflict with these terms, or other compelling grounds are observed or suspected.
The Customer guarantees that the person creating the Account or placing the order is authorized to do so.
Article 4 License and Use
Sero grants the Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service within the chosen Subscription.
The Customer is prohibited from:
copying, reselling, renting, leasing, or making the Service available to third parties outside of the agreed-upon seats/user access;
circumventing, testing, or breaching security measures;
discovering (or attempting to discover) the source code (reverse-engineering), except to the extent permitted by mandatory law;
using the Service in violation of laws and regulations, third-party rights (including intellectual property rights and privacy rights), or the agreed destination;
posting or generating content that is unlawful, discriminatory, defamatory, misleading, harmful, or otherwise prohibited.
The Customer is fully responsible for the content uploaded, integrated, or generated with the Service (including any prompts, data, and output) and the use thereof.
Access details are personal. The Customer ensures adequate security of Accounts and immediately reports incidents or suspected abuse through support channels.
Sero may apply fair use limits, rate limits, and restrict malicious or excessive use to safeguard the service delivery for all customers.
Article 5 Subscriptions, Rates, and Payment
Subscription rates are stated on www.sero.tech and exclude VAT and other taxes.
Payment is processed via Stripe (including iDEAL, SEPA, credit card) by automatic debit, unless otherwise agreed. For Teams and Feeds subscriptions, advance invoicing applies in accordance with the agreed terms. Usage costs are invoiced monthly in arrears.
For invoicing, a payment term of 14 days from the invoice date applies. If this term is exceeded, the Customer is in default without further notice of default, and statutory commercial interest is due, plus reasonable (out-of-court) collection costs. In that case, Sero may suspend the Service and/or claim immediate payment of the outstanding amount.
Subscription costs are due at the start of the chosen period and are non-refundable. Downgrades or cancellations never apply retroactively.
In principle, Sero does not change rates for existing customers during the term of their Subscription. Only in exceptional circumstances (such as significant changes to the Service, external costs, or legislation) may Sero decide on a price adjustment. In that case, the Customer will be informed of this in writing well in advance, and the Customer has the right to cancel the Subscription free of charge before the change takes effect.
Any promotions or discounts do not automatically apply to renewals or other Subscriptions, unless explicitly stated.
Article 6 Term, Renewal, and Cancellation
Subscriptions are entered into on a monthly or annual basis, depending on the Customer's choice, and automatically renew for the same period, unless otherwise agreed.
Cancellation can be done independently by the Customer through the profile page. The Subscription remains active until the end of the current period. For Teams or Feeds subscriptions, please contact customer support.
After termination of the Subscription, the Account and the data therein are retained. The Customer can reactivate the Subscription at any time.
If the Customer permanently deletes the Account via the profile page, all data is irrevocably deleted, except for statutory retention obligations.
Sero may (interimly) terminate or suspend the Agreement/Subscription with immediate effect if: (i) the Customer fails to meet the obligations under the Agreement or the law and does not remedy this within a reasonable term after a notice of default; (ii) bankruptcy or suspension of payments is requested or granted; (iii) the statutory debt restructuring scheme (WSNP) is declared applicable to the Customer; or (iv) there is a change of control of the Customer that entails unacceptable risks for Sero.
If (interim) cancellation is initiated by the Customer or by Sero on grounds attributable to the Customer, Sero may claim compensation for demonstrable costs and damages (including loss of capacity).
Article 7 Availability, Deadlines, Maintenance, and Support
Sero strives for high availability of the Service but offers no guarantees or service levels. Deadlines mentioned or agreed upon by Sero are target deadlines.
The Service depends partly on External Services (e.g., APIs, models, infrastructure). Brainvine cannot guarantee uninterrupted operation or performance of such External Services.
Maintenance, updates, and changes can take place without prior notice. Where reasonably possible, Sero communicates planned maintenance in a timely manner.
Support is offered via email and chat during office hours, and limited telephone support during office hours. The live chat and AI bot are available 24/7.
Beta and experimental features are offered "as is" without any warranty and can be modified or terminated at any time.
In all cases, Sero is only in default after written notice of default by the Customer, with a detailed description of the deficiency and a reasonable recovery period of at least 60 days.
Article 8 Data, Privacy, and Security
Sero stores customer data indefinitely as long as the Account exists. Deletion takes place upon request of the Customer or upon cancellation with account deletion, except for statutory retention obligations.
Customers cannot export their data. Data is accessible as long as the Account is active.
Sero processes personal data in accordance with the GDPR and the privacy policy published on www.brainvine.ai. Where and when required, the parties will conclude a data processing agreement.
8.4 Both parties shall keep information strictly confidential that they receive in the context of the execution of the Agreement and of which they know or should reasonably understand the confidential nature.
Sero takes reasonable technical and organizational measures appropriate to the nature of the Service. However, no security is perfect: the Customer remains responsible for their own systems, access management, and integrations.
In the event of a security breach with significant impact, Brainvine will inform the Customer in accordance with applicable law.
Article 9 Intellectual Property and Content
All intellectual property rights to the Service, software, code, documentation, designs, and the brand name belong to Sero or its licensors.
All output generated by the Service is fully owned by the Customer, including commercial rights of use, to the extent and as long as that output does not violate third-party rights or applicable laws.
The Customer guarantees that they are entitled to use the input and data provided by them and indemnifies Sero against third-party claims in this regard.
Feedback or suggestions from the Customer may be freely used by Sero to improve the Service, without any obligation for compensation.
The Customer grants Sero permission to use the Customer's name and logo as a reference in commercial expressions, unless the Customer objects to this in writing.
Article 10 Provision of Information by the Customer
The Customer shall provide in a timely manner all information reasonably required for the proper functioning of the Account and the Service (including correct billing and payment details, user data, and access rights for integrations).
The Customer guarantees the accuracy, completeness, and reliability of this information and that they are authorized to provide it to Sero.
Extra costs and damages resulting from incorrect, incomplete, or late information are at the expense and risk of the Customer. Sero may suspend execution and access until the Customer provides the requested information.
Article 11 Liability
Use of the Service is at the Customer's own risk. Sero is not liable for:
inaccuracies or incompleteness in generated content;
damages caused by the unavailability or faulty functioning of the Service or External Services;
indirect damages, consequential damages, lost profits, reputational damage, loss or corruption of data;
damages resulting from acts of third parties engaged by Sero, except in cases of intent or gross negligence by Sero.
To the extent possible under Dutch law, any liability of Sero is limited to the amount paid out in the relevant case under the insurance policy concluded by Sero. If no payout occurs, liability is limited to an amount equal to the fees paid by the Customer in the twelve (12) months preceding the event.
The Customer's rights of action expire if the Customer has not notified Sero in writing within one (1) year after the damage was discovered or could reasonably have been discovered.
Article 12 Indemnification
The Customer indemnifies Sero against all claims from third parties related to content supplied, integrated, or generated by the Customer, the use of the Service by or on behalf of the Customer, and breach of these terms. This indemnification includes reasonable costs for legal assistance and defense.
Article 13 Force Majeure
Sero is not obliged to perform in the event of force majeure. Force majeure includes disruptions in internet or telecommunications infrastructure, failure or limitations of External Services and APIs, DDoS attacks, power failures, pandemics, government measures, and other events beyond Sero's control.
In the event of force majeure, obligations are suspended for as long as the force majeure continues. If the force majeure lasts longer than sixty (60) days, either party may terminate the Agreement in writing without liability for damages.
Article 14 Poaching of Staff
The Customer will not (directly or indirectly) approach or employ Sero staff involved in the execution of the Service for work on behalf of the Customer during the term of the Agreement and for twelve (12) months thereafter, without the prior written consent of Sero.
Article 15 Transfer
The Customer is not permitted to transfer rights and obligations under the Agreement to third parties without the prior written consent of Sero. This prohibition also has property law effect within the meaning of Article 3:83 paragraph 2 BW.
Sero is permitted at all times to transfer rights and obligations under the Agreement (in advance) to third parties, for example, in the context of a reorganization or transfer of (parts of) the business.
Article 16 Changes to the Service and Terms
Sero may continuously improve and change the Service, including adding, changing, or terminating functions or modules. In the event of changes with a significantly adverse impact on the Customer, Sero will, where reasonably possible, communicate in a timely manner; in that case, the Customer may terminate the Subscription as of the date the change takes effect.
Sero may change these general terms and conditions. Changes will be communicated to the Customer in a timely manner. If the Customer does not agree, they may terminate the Subscription before the change takes effect.
Article 17 Confidentiality
The parties will treat all confidential information they receive in the context of the Agreement strictly confidentially and will not disclose it to third parties or use it for any purpose other than the execution of the Agreement, except to the extent that disclosure is mandatory by law or binding judgment.
The obligation under this article remains in force after termination.
Article 18 Final Provisions, Applicable Law, and Disputes
If any provision of these terms is wholly or partially void, invalid, or unenforceable, this does not affect the validity of the remaining provisions. The parties will enter into consultations to agree on a valid provision that approximates the intention of the invalid provision as closely as possible (conversion).
Notifications can be legally made digitally (including by email or through the Service).
These terms and the Agreement are governed exclusively by Dutch law.
All disputes will be submitted to the competent court in Amsterdam.