Terms and Conditions

Version: 2.0 - 12 June 2025

1. Formation of the Agreement
1.1. The Agreement is formed through written acceptance by the Client of a quotation, agreement, or offer made by Basewise.
1.2. These General Terms and Conditions apply to every offer or quotation made by Basewise and to all current and future agreements and other legal relationships between the Client and Basewise.
1.3. Any quotation or other offer made by Basewise is non-binding and remains valid for thirty (30) days. Basewise is not obliged to accept any acceptance after this period has expired, but may still do so, in which case the quotation or offer shall be deemed accepted.
1.4. Any timelines provided by Basewise are indicative and do not constitute firm deadlines, unless explicitly stated otherwise in the Agreement.
1.5. The application of Sections 227b(1) and 227c of Book 6 of the Dutch Civil Code is excluded.

2. Use of the Service
2.1. Basewise grants the Client access to the Service as described in the Agreed Quotation.
2.2. The Service will be made available to the Client as soon as reasonably possible after delivery or completion.
2.3. Basewise grants the Client a non-transferable, non-exclusive and non-sublicensable right to use the Service for the duration of the Agreement.
2.4. The specifications, functionalities, usage limitations of the Service, and the Client’s role are part of the Agreement.
2.5. End users are allowed to independently use the Service.

3. Rules of Use
3.1. Basewise reserves the right to add or amend usage conditions for the Service. Once adopted, these additional terms shall become an integral part of these General Terms and Conditions. The Client will be notified and given the opportunity to accept them.
3.2. The Client is not permitted to reverse engineer or decompile the source code of any part of the Service, except as expressly allowed by mandatory law.
3.3. The Client may not share login credentials (e.g. username and password) provided by Basewise with third parties without prior written consent from Basewise.

4. Duration and Termination
4.1. The term of the Agreement is determined at the time of its execution. Unless otherwise agreed, the Agreement shall automatically renew for one (1) year after the initial term, unless either Party provides written notice of termination with a notice period of three months.
4.2. For AI applications and Services subject to annual licensing fees, the Client has the right to terminate the Agreement annually after the initial term, by providing written notice. If no notice is given, the licence shall automatically renew annually.
4.3. If the Client wishes to expand the Service during the term of the Agreement, Basewise is entitled to charge additional fees following consultation and approval by the Client.
4.4. If Basewise is unable to perform its agreed services due to illness, it will notify the Client promptly and make efforts to minimise delays. Illness of Basewise staff does not constitute force majeure and does not release Basewise from its obligations.
4.5. Upon termination of the Agreement for any reason, the right to use the Service shall lapse in accordance with Article 6 of this Agreement.
4.6. Provisions intended by their nature to survive termination, including but not limited to those on intellectual property, liability, confidentiality, applicable law and jurisdiction, shall remain in force after termination.

5. Fees
5.1. All prices in the Agreed Quotation are subject to programming, specification and typographical errors. Use of the Service is subject to recurring and/or one-time fees as set forth in the Agreement.
5.2. All prices quoted by Basewise are exclusive of VAT and any other government-imposed levies. Basewise may adjust its fees annually in line with the Consumer Price Index (CPI) as published by the Dutch Central Bureau of Statistics (CBS), without granting the Client the right to terminate the Agreement.
5.3. Prices are based on full acceptance of these Terms and Conditions, the Agreement, and the Agreed Quotation. If the Client wishes to amend the Terms and Conditions, Basewise may issue a revised price proposal.
5.4. If Basewise adds new features to the Service, it may charge an additional fee if the Client wishes to use them.
5.5. Basewise reserves the right to increase prices if supplier costs rise, including but not limited to electricity, data centres, software licences and cloud services.

6. Payment Terms
6.1. Unless agreed otherwise in writing, Basewise invoices the Client in advance. If payment is made via SEPA direct debit, the mandate covers all agreed payment obligations to Basewise. If a direct debit fails, the Client will be notified and Basewise may charge administrative fees.
6.2. If payment is not made via direct debit, the Client must pay within 14 days of the invoice date. After this period, a final deadline will be set. Failure to pay by then places the Client in default by operation of law, without a formal notice being required. In such cases, Basewise may charge statutory commercial interest (per Section 6:119a of the Dutch Civil Code) and out-of-court collection costs of 15% of the outstanding amount, with a minimum of EUR 40. No further notice is required to enforce these charges.
6.3. If the Agreement is entered into with multiple (legal) persons, they are jointly and severally liable. The Service may only be used for the Client’s own purposes.
6.4. If the Client is in default on any payment obligation, all outstanding claims become immediately due and payable.
6.5. The Client may not offset any claim against Basewise or suspend their obligations under the Agreement.
6.6. Basewise may retain movable property, data, documents and digital files created by or for the Client until all outstanding payments have been settled. Any existing obligation to hand over these items is suspended.
6.7. All invoices and payment obligations will be communicated in advance so the Client knows what to expect and can request adjustments if necessary. If licence fees apply, the terms under the relevant licence clause shall govern.
6.8. Maintenance fees must be paid monthly after delivery of the Service.
6.9. Basewise will issue an invoice for work performed.
6.10. The invoice will comply with all applicable legal requirements.
6.11. The Client must pay the invoiced amount within 14 days of receipt.

7. Availability and Warranties
7.1. Basewise will use reasonable efforts to keep the Services continuously available, but makes no guarantees unless explicitly agreed otherwise.
7.2. Basewise periodically releases updates to fix bugs and/or introduce new features.
7.3. Clients may not continue to use older versions of the Service, nor can they claim updates that, due to unforeseen circumstances, were not implemented.
7.4. No guarantee is made that the Service meets specific expectations. The Service is provided “as is,” with all visible and hidden defects, and – to the extent legally permitted – without implied or explicit warranties regarding accuracy or fitness for a particular purpose.
7.5. Basewise cannot be held liable for...

8. Development of AI Applications
8.1. If the Service concerns an AI Application still under development, Basewise will use reasonable efforts to deliver the agreed functionalities within the timeline stated in the Agreement. Timelines are indicative and may be adjusted in consultation with the Client.
8.2. Basewise will periodically update the Client on progress through interim reports or demos, as agreed. Client feedback will be considered but may lead to revised timelines and/or additional costs.
8.3. The Client acknowledges that a developing AI Application may not yet include all functionalities upon delivery. Basewise will continue to optimise the application within reasonable limits.
8.4. Additional or changed requirements not included in the original Agreement are considered extra work and will be quoted and invoiced separately.
8.5. Acceptance of the AI Application follows the agreed acceptance procedure. In the absence of such procedure, the Application is deemed accepted if the Client does not raise written objections within fourteen (14) days of delivery.
8.6. Basewise retains intellectual property rights to the AI Application. Upon acceptance, the Client receives a non-exclusive, non-transferable, and non-sublicensable licence, as outlined in the Agreement.
8.7. If development is terminated prematurely, Basewise retains the right to compensation for work performed and costs incurred, regardless of the development status.

9. Maintenance
9.1. Basewise may temporarily disable the Service or parts thereof for maintenance, updates, or improvements, including related software or infrastructure.
9.2. Basewise will aim to carry out maintenance outside business hours and will inform the Client of any planned downtime.
9.3. If immediate interruption is required for proper functioning – even during business hours – Basewise may suspend the Service without notice.
9.4. Basewise will inform the Client of such interruptions as soon as reasonably possible, preferably in advance. No compensation or damages are owed.
9.5. Maintenance is not included in licence fees or in the cost of phases I to III of this Agreement. Separate terms and rates apply to maintenance, as specified in the Agreement.

10. Support
10.1. Basewise offers a reasonable level of support for Service management and technical issues. The Client is primarily responsible for supporting End Users. With prior consultation, Basewise may assist End Users directly in complex cases. Phone support is only available during business hours.
10.2. Outside business hours, the Client may contact a dedicated phone number if the Service is completely unavailable. If Basewise determines this is not the case, it may charge the applicable hourly rate.
10.3. Basewise provides online documentation about the Service’s functionalities. Functional support via email or phone is available only during business hours.

11. Intellectual Property IP
11.1. All intellectual property rights (IPR) relating to the Service – including the software, documentation, and visual materials – are solely owned by Basewise or its licensors. Nothing in the Agreement or these Terms shall be construed as a transfer of IPR.
11.2. The Client is not permitted to reverse engineer, decompile, or otherwise analyse the software or applications provided by Basewise, unless expressly permitted by law.
11.3. It is also prohibited to copy, modify, or otherwise reuse the software or any part thereof without prior written consent from Basewise.
11.4. In the event of an infringement of its IPR, Basewise reserves the right to take legal action and claim compensation.

12. IP of Client Data
12.1. Intellectual property rights relating to materials or data created by the Client within the Platform remain with the Client. The Client shall indemnify Basewise against any third-party claims regarding alleged IPR infringements related to Client Data.
12.2. Basewise shall only use such data for service delivery and optimisation purposes.
12.3. The Client indemnifies Basewise against all third-party IPR claims relating to data entered by the Client.
12.4. Upon termination, all Client Data shall be deleted, unless otherwise agreed or legally required.

13. Training
13.1. At the Client’s request, Basewise may provide training to (end) users. Training content and costs are charged at an hourly rate as defined in the Agreed Quotation.

14. Data Limits and Token Usage
14.1. Basewise applies no fixed limits on data traffic or storage unless agreed otherwise in writing. In principle, a ‘fair use’ policy applies.
14.2. Token usage is not covered by the fair use policy. Given the wide variation in actual usage per application and per client, usage is tracked separately and, where applicable, billed additionally.
14.3. Basewise aims to proactively inform clients about their token consumption. In cases of consistently high usage, Basewise reserves the right to invoice token use separately based on the current rate per 10,000 tokens. These rates may be revised periodically. Upon request, an indicative monthly token budget may be agreed in advance.

15. Liability
15.1. While Basewise fully supports its Services, the nature of the services and the associated pricing structure mean that Basewise cannot offer unlimited liability. In the event of an attributable failure to perform any obligation, Basewise shall only be liable for direct damages, as defined in this article.
15.2. "Direct damages" shall be understood to mean only:

• Damage to tangible property (“property damage”);

• Reasonable costs for corrective measures to prevent data loss;

• Reasonable and demonstrable costs incurred by the Client to compel Basewise to comply with the Agreement;

• Reasonable costs to determine the cause and extent of the damage, as far as related to direct damages under this article;

• Reasonable and demonstrable costs incurred by the Client to prevent or limit such direct damages;

• Reasonable and demonstrable costs incurred to have the performance still meet the terms of the Agreement.

15.3. Any liability for other types of damages – including but not limited to additional compensation, indirect loss, consequential loss, delay damages, or loss of turnover or profit – is excluded.15.4. Liability due to an attributable failure arises only if the Client promptly and properly serves written notice of default on Basewise, providing at least thirty (30) calendar days for Basewise to remedy the breach. The notice must include a detailed description of the breach to allow for an adequate response.

15.5. Any right to compensation arises only if the Client reports the damage in writing to Basewise as soon as possible. Any claim for compensation expires six (6) months after the Client became aware, or reasonably should have become aware, of the damage.
15.6. Failures by third parties engaged in fulfilling the Agreement are not attributable to Basewise.
15.7. The limitations and exclusions of Basewise’s liability under this article lapse in the case of intent or gross negligence by Basewise.
15.8. Basewise uses (self-developed) AI technologies in its Services. The operation and output of these technologies depend partly on input data, probabilistic models, and external sources. While Basewise strives for reliability, it accepts no liability for incorrect, incomplete, or unexpected outcomes resulting from the use of these AI systems, unless such outcomes are due to intent or gross negligence by Basewise.

16. Force Majeure
16.1. Neither party shall be obliged to fulfil any obligation if it is unable to do so due to force majeure. Force majeure includes, but is not limited to, failure by third-party suppliers mandated by the Client, government measures, power outages, internet or telecommunication failures, war, occupation, strikes, general transportation issues, and unavailability of one or more staff members through no fault of Basewise.
16.2. If a force majeure situation lasts for more than ninety (90) days, either party may terminate the Agreement in writing. Any services already delivered shall be proportionately invoiced, and neither party shall owe the other any further compensation.

17. Personal Data and Security
17.1. The processing of personal data through the Service falls under the UK General Data Protection Regulation (UK GDPR). In this context, Basewise acts as a “processor” and the Client as the “controller.”
17.2. Basewise processes personal data exclusively according to the Client’s instructions, as described in the applicable Data Processing Agreement.
17.3. The most recent versions of the Privacy Policy and Data Processing Agreement are available on the Basewise website: www.basewise.ai. By using the Service, the Client agrees to the terms stated in these documents.

18. Confidential Information
18.1. The parties shall treat as confidential all Confidential Information exchanged before, during or after the execution of the Agreement. This confidentiality obligation also applies to their employees and any third parties involved in the execution of the Agreement.

19. Miscellaneous
19.1. If the Client is a consumer – defined as someone using the Service outside of their trade or profession – they would normally have a right of withdrawal. However, due to the nature of this SaaS-based Service, this right does not apply.
19.2. The applicability of any purchasing or other conditions of the Client is expressly rejected.
19.3. If any provision of these terms is found to be void or unenforceable, the remaining provisions shall remain in full force. The parties shall negotiate a replacement clause that most closely reflects the intent of the invalid provision.
19.4. Any (delivery) timelines provided by Basewise are based on the best information available at the time of the Agreement and will be observed as much as possible. Mere exceedance of such deadlines does not constitute default. Basewise is not bound to deadlines that become unachievable due to circumstances beyond its control. In such cases, the parties shall consult as soon as possible.
19.5. In the event of export of equipment, parts, or software by the Client, relevant export regulations apply. The Client indemnifies Basewise against all third-party claims arising from violations of such export regulations attributable to the Client.
19.6. Any provisions intended by nature to survive termination – including those concerning confidentiality and intellectual property – shall remain in effect.
19.7. The Agreement may be amended only by mutual written consent of the parties.
19.8. The Agreement is governed by the laws of the Netherlands.
19.9. Any disputes arising from the Agreement, or related subsequent agreements, shall be submitted to the competent court in Amsterdam, the Netherlands.