Article 1 Definitions 

In these terms, 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 person or legal entity that 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 that comes into being between Sero and the Customer through registration of an Account, purchase/activation of a Subscription, or signing of an order (form), including any additional agreements.

• General terms: these general terms.

• External services: third-party services, APIs, models, and infrastructure on which the Service (partly) relies.

• Working day: Monday through Friday, excluding recognized public holidays in the Netherlands.
  
  

Article 2 Applicability and hierarchy

1. These general terms are applicable to all offers, legal relationships, Agreements, and the use of the Service.

2. Deviations apply only if and to the extent that they have been explicitly agreed in writing with Sero.

3. The applicability of purchase or other (general) terms of the Customer is explicitly rejected.

4. Hierarchy: (i) specific written agreements in the Agreement or order take precedence over (ii) these general terms, which take precedence over (iii) any other documents or policies.

5. These general terms are also made for the benefit of (and can be invoked by) directors, employees, and third parties engaged by Brainvine. This is an irrevocable third-party clause in the sense of Article 6:253 Civil Code.

6. Only Sero is considered the contracting party. To the extent applicable, Articles 7:404 Civil Code and 7:407 paragraph 2 Civil Code are excluded and remain inapplicable.
   
   

Article 3 Formation of the Agreement

1. The Agreement is formed by registering an Account and accepting these terms, or by explicit written acceptance of a quote/order.

2. Sero can refuse or terminate a registration or order if abuse, violation of these terms, or another serious ground is detected or suspected.

3. Customer warrants that the person creating or ordering the Account is authorized to do so.
   
   

Article 4 License and use

1. Sero grants the Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service within the chosen Subscription.

2. The Customer is prohibited from:

• copying, selling, renting, leasing, or making the Service available to third parties outside of the agreed seats/user access;

• circumventing, testing, or violating security measures;

• attempting to trace the source code (reverse engineering), unless mandatory law permits this;

• using the Service in violation of laws and regulations, rights of third parties (including intellectual property rights and privacy rights), or the agreed purpose;

• posting or generating content that is unlawful, discriminatory, defamatory, misleading, harmful, or otherwise impermissible.

3. 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.

4. Access credentials are personal. The Customer ensures adequate security of Accounts and reports incidents or suspected abuse immediately via support channels.

5. Sero may limit fair use limits, rate limits, and malicious or excessive use to ensure service availability for all customers.
   
   

Article 5 Subscriptions, rates, and payment

1. Subscription rates are listed on www.sero.tech and are exclusive of VAT and other levies.

2. Payment is handled through Stripe (including iDEAL, SEPA, credit card) via direct debit, unless agreed otherwise. For Teams and Feeds subscriptions, invoicing occurs in advance according to the agreed terms. Usage costs are billed monthly in arrears.

3. An invoice payment term of 14 days after the invoice date applies. In case of exceeding this term, the Customer is in default without further notice and is liable to pay statutory commercial interest, plus reasonable (extrajudicial) collection costs. In that case, Sero may suspend the Service and/or make the claim immediately payable.

4. Subscription costs are due at the beginning of the chosen period and are non-refundable. Downgrades or cancellations never take effect retroactively.

5. Sero does not generally change rates for existing customers during their Subscription period. Only in exceptional circumstances (e.g., significant changes in the Service, external costs, or legislation) may Sero decide to adjust the price. In that case, the Customer will be notified in writing well in advance and has the right to cancel the Subscription free of charge before the change takes effect.

6. Any promotions or discounts do not automatically apply to renewals or other Subscriptions unless explicitly stated.
   
   

Article 6 Duration, extension, and termination

1. Subscriptions are for a month or year, depending on the Customer's choice, and are automatically renewed for the same period unless agreed otherwise.

2. Termination can be done independently by the Customer via the profile page. The Subscription remains active until the end of the current period. For Teams or Feeds subscriptions, customers should contact customer service.

3. After termination of the Subscription, the Account and the data contained therein will be retained. The Customer can reactivate the Subscription at any time.

4. If the Customer permanently deletes the Account via the profile page, all data will be irrevocably removed, subject to legal retention obligations.

5. Sero may terminate or suspend the Agreement/Subscription (immediately) if: (i) the Customer fails to comply with the obligations under the Agreement or law and does not remedy this within a reasonable period after notice of default; (ii) bankruptcy or suspension of payment is applied for or declared; (iii) the WSNP is declared applicable to the Customer; or (iv) there are (changes in) control of the Customer that poses unacceptable risks for Sero.

6. If termination (premature) occurs by the Customer or by Sero on grounds attributable to the Customer, Sero may claim compensation for identifiable costs and damages (including loss of occupancy).
   
   

Article 7 Availability, deadlines, maintenance, and support

1. Sero strives for good availability of the Service but provides no guarantees or service levels. Periods mentioned or agreed by Sero are considered target periods.

2. The Service also depends on External services (e.g., APIs, models, infrastructure). Brainvine cannot guarantee uninterrupted operation or performance of such External services.

3. Maintenance, updates, and changes may occur without prior notice. Where reasonably possible, Sero will communicate scheduled maintenance in a timely manner.

4. Support is provided via email and chat during business hours and is limited by telephone during business hours. Live chat and AI bot are available 24/7.

5. Beta and experimental features are offered “as is”, without any guarantee and may be modified or discontinued at any time.

6. In all cases, Sero is first in default only after written notice of default from the Customer, with a detailed description of the shortcoming and a reasonable recovery period of at least 60 days.
   
   

Article 8 Data, privacy, and security

1. Sero keeps customer data indefinitely as long as the Account exists. Deletion occurs at the request of the Customer or upon termination with account deletion, subject to legal retention obligations.

2. Customers cannot export their data. Data is accessible as long as the Account is active.

3. Sero processes personal data in accordance with the GDPR and the privacy policy published at www.brainvine.ai. To the extent and when required, the parties shall enter into a data processing agreement.

4. 8.4 Both parties shall keep information received in the context of the performance of the Agreement that they know or should reasonably understand to be confidential strictly confidential.

5. 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 systems, access management, and integrations.

6. In the event of a significant security breach, Brainvine will inform the Customer in accordance with applicable law.
   
   

Article 9 Intellectual property and content

1. All intellectual property rights to the Service, software, code, documentation, designs, and trademarks belong to Sero or its licensors.

2. All output generated by the Service is the sole property of the Customer, including commercial usage rights, provided that and for as long as that output does not infringe on third-party rights or applicable legislation.

3. The Customer guarantees that they are entitled to use the input and data supplied by them and indemnifies Sero against claims from third parties in this regard.

4. Feedback or suggestions from the Customer may be freely used by Sero to improve the Service, without any obligation for compensation.

5. The Customer grants Sero permission to use the name and logo of the Customer as a reference in commercial publications, unless the Customer objects in writing.
   
   

Article 10 Provision of information by Customer

1. The Customer shall provide all information necessary for the proper functioning of the Account and the Service in a timely manner (including correct invoicing and payment details, user data, and access rights for integrations).

2. The Customer is liable for the accuracy, completeness, and reliability of this information and that they are entitled to provide it to Sero.

3. Additional costs and damages due to incorrect, incomplete, or untimely information are the responsibility and risk of the Customer. Sero may suspend performance and access until the requested information is provided. 
   
   

Article 11 Liability

1. Use of the Service is at the Customer's own risk. Sero is not liable for:

• incorrectness or incompleteness in generated content;

• damage from the unavailability or non-error-free functioning of the Service or External services;

• indirect damage, consequential damage, lost profits, reputational damage, data loss or corruption;

• damage resulting from actions of third parties engaged by Sero, except in case of intent or gross negligence by Sero.

2. To the extent possible under Dutch law, any liability of Sero is limited to the amount paid out under the insurance taken out by her in the relevant case. 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.

3. Claims by the Customer expire if the Customer has not notified Sero in writing within one (1) year after discovery or reasonably could have discovered the damage.
   
   

Article 12 Indemnification

1. The Customer indemnifies Sero against all claims from third parties relating to content provided, integrated, or generated by the Customer, the use of the Service by or on behalf of the Customer, and the violation of these terms. This indemnification includes reasonable costs for legal assistance and defense.
   
   

Article 13 Force majeure

1. Sero is not obliged to fulfill in case of force majeure. Force majeure includes, among other things, disruptions in internet or telecommunications infrastructure, outages or limitations of External services and APIs, DDoS attacks, power failures, pandemics, government measures, and other events beyond Sero's control.

2. In the event of force majeure, obligations shall be 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 Employee transfer

1. The Customer shall not approach or hire employees of Sero involved in the execution of the Service (directly or indirectly) for work for the Customer during the term of the Agreement and twelve (12) months thereafter, without prior written consent from Sero.
   
   

Article 15 Transfer

1. The Customer is not allowed to transfer rights and obligations from the Agreement to third parties without prior written consent from Sero. This prohibition also has real rights effect in the sense of Article 3:83 paragraph 2 Civil Code.

2. Sero is at all times permitted to (in advance) transfer rights and obligations from the Agreement to third parties, for example, in connection with a reorganization or transfer of (parts of) the business.
   
   

Article 16 Changes to the Service and terms

1. Sero may continuously improve and change the Service, including adding, changing, or discontinuing functions or modules. In case of changes with a significant adverse impact for the Customer, Sero will, where reasonably possible, communicate in a timely manner; in such cases, the Customer may terminate the Subscription as of the date of the change's effectiveness.

2. Sero may change these general terms. Changes will be communicated to the Customer in a timely manner. If the Customer disagrees, they may terminate the Subscription before the change takes effect.
   
   

Article 17 Confidentiality

1. The parties shall treat all confidential information received in the context of the Agreement strictly confidential and shall not disclose or use it for any purpose other than the performance of the Agreement, except to the extent that disclosure is required by law or binding ruling.

2. The obligation under this article remains in force after termination.
   
   

Article 18 Final provisions, applicable law, and disputes

1. 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 shall consult to agree on a valid provision that approaches the intention of the invalid provision as closely as possible (conversion).

2. Notices may legally be given digitally (e.g., by email or via the Service).

3. These terms and the Agreement are exclusively governed by Dutch law.

4. All disputes will be submitted to the competent court in Amsterdam.