Terms and Conditions

Article 1 — Definitions

The following terms are used in these Terms and Conditions:

YourOwn or Contractor

YourOwn B.V., established in Laren (NH), supplier of the YourOwn AI Platform and related services.

Client or Customer

The natural or legal person entering into an agreement with YourOwn for access to and use of the YourOwn AI Platform and the services built on it.

YourOwn AI Platform or Platform

The secure software environment developed and managed by YourOwn in which the Client can run work-related automations, securely manage and query company data from various sources, and access governance functionality. The Platform is delivered as a controlled, client-specific environment ('harness environment').

Donna or other chat assistants

The AI assistant within the YourOwn AI Platform that acts as the central point of contact for the Client in directing, monitoring and receiving the results of automations. No rights can be derived from automated or AI-generated statements by Donna or others with regard to amendment of the Agreement, price arrangements or other binding commitments; confirmation by an authorised employee is required for that.

Automation

An automated workflow or AI application developed and configured by YourOwn, on the instruction of and tailored to the Client, which runs within the Platform and is built on the basis of data, instructions and process descriptions supplied by the Client.

Client Data

All data, documents, files, database connections and other information that the Client makes available to YourOwn or processes via the Platform, including data from systems connected by the Client (such as ERP, CRM) and data generated or collected by automations.

Output

The result generated by an Automation on the basis of Client Data and the instructions provided by the Client.

Personal Data

All information relating to an identified or identifiable natural person within the meaning of the General Data Protection Regulation (GDPR).

DPA (Data Processing Agreement)

A written data processing agreement between YourOwn and the Client, drawn up and signed as soon as YourOwn processes Personal Data on behalf of the Client as part of the services.

Third-party service

External partners, API providers, cloud suppliers or other organisations that YourOwn uses in delivering the Platform and the Automations.

Outgoing action / external integration

Functionality expressly activated by the Client whereby an Automation sends data to, or creates or modifies records in, external systems of or on behalf of the Client (such as email, invoicing or CRM systems).

Agreement

Any agreement between YourOwn and the Client, including offers, quotations and order confirmations.

In writing

Communication by email, via the Platform, by letter or via WhatsApp. Communication via Donna also counts as being in writing within the meaning of these terms.

Article 2 — Applicability

1. These Terms and Conditions apply to all offers, quotations and agreements between YourOwn and the Client, unless expressly agreed otherwise in writing.
2. By using the YourOwn AI Platform or entering into an agreement, the Client confirms acceptance of these terms.
3. Any purchasing or other terms of the Client are expressly rejected, unless YourOwn has accepted them in writing.
4. Deviations from these Terms and Conditions are valid only if agreed in writing.
5. If a provision proves to be void or voidable, the remaining provisions remain in full force. In that case the parties will jointly determine a replacement provision that approximates the intent of the original as closely as possible.
6. YourOwn reserves the right to amend these Terms and Conditions. Changes are announced in writing at least 30 days in advance. Continued use after the effective date counts as acceptance of the new terms.

Article 3 — Offers and quotations

7. All offers and quotations from YourOwn are without obligation, unless stated otherwise in writing.
8. A quotation is valid for 30 days after issue, unless indicated otherwise.
9. All prices stated are exclusive of VAT and other levies, unless expressly stated otherwise.
10. Quotations apply solely to the original assignment and do not automatically apply to extensions or new Automations.
11. If the acceptance deviates from the quotation, YourOwn is not bound by it, unless YourOwn expressly indicates otherwise.

Article 4 — Formation of the agreement

12. The agreement is formed when the Client accepts the quotation in writing, or when YourOwn starts performance after the Client's approval.
13. YourOwn reserves the right to refuse an assignment without stating reasons.
14. Access to the Platform and use of Donna are personal and may not be shared with or transferred to third parties without prior written permission from YourOwn.

Article 5 — Performance of the service

15. YourOwn develops Automations tailored to the Client, within the secure and controlled environment of the YourOwn AI Platform. YourOwn performs its work to the best of its insight and ability, in accordance with the requirements of good workmanship and the current state of the art.
16. YourOwn works according to a fixed approach: (1) mapping the work process, (2) designing and testing the Automation on the basis of Client Data, (3) running the Automation within the Platform, and (4) monitoring, optimising and extending where necessary.
17. The Client is responsible for supplying all necessary information, data, access and cooperation on time, including access to relevant systems, documents and test data. Delay resulting from the absence of these is for the Client's account.
18. YourOwn is not liable for damage arising from reliance on incorrect or incomplete data provided by the Client.
19. YourOwn has the right to have certain work carried out by third parties. YourOwn remains responsible for performance of the agreement.
20. YourOwn reserves the right to change, suspend or discontinue the Platform or parts of it temporarily or permanently in case of operational or technical necessity, or in case of changes in underlying third-party services.

Article 6 — Client responsibility for use and Output

21. YourOwn builds Automations solely on the instruction of and on behalf of the Client. The content, purpose and application of each Automation are determined by the Client. YourOwn carries out what the Client requires, within the limits of what is technically possible and legally permitted.
22. The Client is at all times responsible for the lawfulness of the use of the Platform, the Automations and the Output generated or processed with them. YourOwn expressly assumes that the Client deploys the Automations in accordance with all laws and regulations applicable to it, including but not limited to copyright, data protection legislation, competition law and sector-specific regulation. Outgoing actions and external integrations are activated only after the express prior consent of the Client. The Client is responsible for the accuracy and the consequences of data sent to, or created or modified in, external systems via such integrations.
23. The Client is aware of the nature and the end result of the Automations it requests and warrants the lawfulness of these. YourOwn accepts no liability for damage or legal consequences arising from the deployment of Automations for unlawful or criminal purposes.
24. If an Automation provides for the collection, processing or structuring of data available from external sources — including publicly accessible websites, platforms or databases — YourOwn delivers this functionality solely on the instruction of the Client. The Client warrants that the collection and use of such data is lawful and in accordance with applicable laws and regulations, including copyright, database rights and the terms of use of the sources concerned. YourOwn is not liable for any action by the Client contrary to this warranty.
25. The Client fully and unconditionally indemnifies YourOwn against all third-party claims — including from regulators, rights holders and other parties involved — arising from or connected with the Client's use of the Platform, the Automations or the Output.
26. YourOwn reserves the right to refuse an assignment or to terminate a running Automation if YourOwn has well-founded reasons to believe that the activity concerned is contrary to the law or infringes the rights of third parties.

Article 7 — Client Data, privacy and data protection

27. Client Data remains the property of the Client at all times. YourOwn processes Client Data solely for the purpose of the agreed services and does not share it with third parties, unless necessary for performance of the service or legally required.
28. YourOwn processes Client Data in accordance with applicable privacy legislation (GDPR). All data is stored and processed within the European Union. YourOwn does not share Client Data with third parties, except (i) sub-processors carefully selected by YourOwn that are necessary for delivery of the service and that act under a data processing agreement, or (ii) where legally required. An up-to-date overview of sub-processors is included in the DPA or available on request. For certain functionality YourOwn uses external AI service providers as sub-processors. Agreements have been concluded with these parties ensuring that (i) Client Data is not used to train models, (ii) Client Data is not retained after processing (zero data retention), and (iii) processing takes place within the European Union or under appropriate safeguards in accordance with the GDPR. Where possible, Personal Data is minimised or pseudonymised before being sent to external AI service providers, via an upstream processing layer. For more information, please refer to the privacy statement on the YourOwn website.
29. As soon as YourOwn processes Personal Data on behalf of the Client as part of the services, the parties conclude a separate Data Processing Agreement (DPA). The DPA sets out in writing the rights and obligations of both parties with regard to the processing of Personal Data. The Automation is not deployed for the processing of Personal Data before a DPA has been signed. If the Client processes special categories of personal data within the meaning of Article 9 GDPR (such as health data) via the Platform, this takes place solely under the additional safeguards laid down in the DPA and under the responsibility of the Client as controller.
30. The Client is responsible for the lawfulness of the Client Data supplied or processed via the Platform, and warrants that it is entitled to process this data and make it available to YourOwn.
31. The Client indemnifies YourOwn against third-party claims — including from data subjects within the meaning of the GDPR — arising from unlawful processing of Personal Data by or on behalf of the Client.
32. YourOwn does not retain Client Data longer than necessary for performance of the agreement or on the basis of a statutory retention obligation. After termination of the agreement, YourOwn deletes all Client Data of the Client — including back-ups and data in supporting systems, such as log files and observability data — within 30 days, subject to any statutory retention obligation. Prior to deletion, the Client has the right to request a full export of its Client Data within 30 days.

Article 8 — Confidentiality

33. Both parties are obliged to keep confidential all confidential information they receive from each other under the agreement. Information counts as confidential if this has been communicated by the other party or follows from the nature of the information.
34. This duty of confidentiality continues for 5 years after termination of the agreement.
35. YourOwn treats the Client's Client Data and business information as strictly confidential. Employees and any subcontractors of YourOwn are bound by a comparable confidentiality obligation.

Article 9 — Intellectual property and licence

36. YourOwn grants the Client a revocable, non-exclusive, non-transferable and limited licence to use the YourOwn AI Platform for the purposes described in the agreement, for the duration of the agreement.
37. All intellectual property rights in the Platform, the underlying technology, the architecture, the methodology and the configurations developed by YourOwn rest with YourOwn or its licensors.
38. Client Data and the Output generated on the basis of Client Data are the property of the Client. YourOwn processes these solely for the purpose of performing the agreement.
39. The Client is not permitted to resell, rent out, reverse-engineer, decompile or copy the Platform, the Automations or parts of them, or to use them for the development of competing products or services.
40. Suggestions from the Client about the operation or improvement of the Platform may be used by YourOwn for further development of the service, without compensation to the Client.

Article 10 — Term and termination

41. The agreement for ongoing services is entered into for an indefinite period, unless agreed otherwise.
42. Either party may terminate the agreement in writing with a notice period of 2 months.
43. One-off configuration and set-up costs cannot be cancelled once work has started and are invoiced at the outset.
44. YourOwn may terminate the agreement with immediate effect in the event of failure to meet payment obligations after notice of default, misuse of the Platform, use for unlawful purposes, or bankruptcy of the Client.
45. On termination, all access to the Platform lapses as of the end date. Amounts already paid are not refunded, unless YourOwn terminates the agreement without valid reason.

Article 11 — Payment

46. All amounts are exclusive of VAT, unless expressly stated otherwise.
47. One-off configuration costs are invoiced at the outset. Monthly costs are invoiced in advance. Variable costs (such as compute, API use and token consumption) are charged monthly in arrears.
48. Payment must be made within 14 days of the invoice date.
49. Objections to an invoice must be submitted in writing, with reasons, within 5 working days of receipt. An objection does not suspend the payment obligation.
50. In the event of late payment, the Client is in default by operation of law and statutory commercial interest is due.
51. All reasonable extrajudicial collection costs are for the Client's account in the event of default, determined in accordance with the collection rate recommended by the Dutch Bar Association.
52. In the event of payment arrears, YourOwn reserves the right to suspend access to the Platform until all outstanding amounts have been paid.
53. Prices may be indexed annually in line with the Statistics Netherlands consumer price index (CPI). Price changes are announced in writing at least 60 days in advance.

Article 12 — Changes and additional work

54. Changes to the scope — such as extension with new Automations, adjustments to existing configurations or new data connections — are possible only with mutual written consent.
55. Work outside the agreed scope is considered additional work and is invoiced separately.
56. YourOwn informs the Client in advance of the expected costs of additional work.
57. Changes may have consequences for the planning. YourOwn informs the Client of this as soon as possible.

Article 13 — Third-party services and external links

58. In delivering the Platform, YourOwn uses third-party services, including AI services, API providers and cloud infrastructure. YourOwn is not liable for shortcomings of these third parties, unless these are directly attributable to YourOwn.
59. The Platform may contain references to external websites or services. YourOwn is not responsible for the content or policies of these external sources. Their use is entirely at the Client's risk.
60. If external service providers apply their own terms that are relevant to the services, YourOwn informs the Client about this.

Article 14 — Liability

61. YourOwn is liable solely for direct damage that is the direct result of an attributable failure in the performance of the agreement.
62. The total liability of YourOwn is limited to the amount the Client paid to YourOwn for the service concerned in the three months preceding the event causing the damage.
63. YourOwn is never liable for indirect damage, consequential damage, lost profit, missed savings, loss of data, reputational damage or business interruption.
64. The Client acknowledges that Output is generated by means of AI technology and may contain inaccuracies or omissions. YourOwn does not guarantee the accuracy, completeness or fitness for a particular purpose of the Output. The Client is responsible for checking and validating Output before relying or acting on it.
65. YourOwn is not liable for damage arising from: the use of Output for decisions without human review; failures or changes at external service providers or API providers; incorrect or incomplete Client Data; unlawful use of the Platform or the Automations by the Client; or action by the Client contrary to applicable laws and regulations.
66. The limitations of liability do not apply if the damage is the result of intent or gross negligence on the part of YourOwn or its managers.
67. Liability arises only if the Client has given YourOwn notice of default in writing and within a reasonable time. Claims lapse 12 months after they arise.

Article 15 — Force majeure

68. Neither party is obliged to perform any obligation if it is prevented from doing so by force majeure.
69. Force majeure means: all circumstances beyond the control of YourOwn as a result of which performance cannot reasonably be required, including failures in energy or internet connections, outages or changes at external AI service providers, government measures, cyber attacks, epidemics, fire and natural disasters.
70. If a force majeure situation continues for more than 30 days, either party may terminate the agreement in writing without any obligation to pay compensation. Work already performed is settled proportionally.

Article 16 — Complaints

71. Complaints about the services must be reported in writing, as soon as possible after discovery and at the latest within 30 days of completion of the work concerned.
72. The complaint must contain a description that is as detailed as possible so that YourOwn can respond adequately.
73. If a complaint is well-founded, YourOwn will make every effort to remedy the shortcoming within a reasonable period. If remedy is not possible or not useful, the liability limits of article 14 apply.

Article 17 — No agency or partnership

74. Nothing in this agreement creates an agency, partnership, joint venture or other joint undertaking between the parties. YourOwn acts as an independent contractor.
75. YourOwn is not a party in the relationship between the Client and its customers, employees or other third parties for whom the Automations are deployed.

Article 18 — Governing law and disputes

76. All agreements between YourOwn and the Client are governed exclusively by Dutch law.
77. Disputes are preferably resolved by mutual consultation. If that fails, they are submitted to the competent court in the Netherlands.

Article 19 — Final provisions

78. These Terms and Conditions constitute the entire agreement between the parties with regard to the subject matter and replace all earlier written or oral arrangements on the matter.
79. YourOwn has the right to name the Client as a reference in publications and communication materials, unless the Client objects to this in writing.
80. For specific services, the Client may be subject to additional terms, which are provided at the time of use.

Contact details

For questions about these Terms and Conditions:

YourOwn B.V.

Veerweg 6, 1251 ZG Laren (NH)

Email: info@yourownhq.com

Website: www.yourown-ai.com