Article 1 — Definitions
- 1.1. Suavi: Boyraz Solutions BV, a Belgian private limited company registered in the Crossroads Bank for Enterprises (KBO) under number 0802.940.264. The registered office address is available via KBO Public Search.
- 1.2. Customer: the legal entity or business that enters into an Agreement with Suavi for the use of the Platform.
- 1.3. Platform: the Suavi SaaS application, accessible via https://suavi.io/workpanel/, including all modules, features, updates and improvements.
- 1.4. Agreement: the SaaS Service Agreement between Suavi and the Customer, of which these Terms form an integral part.
- 1.5. User: any natural person who accesses the Platform on behalf of the Customer.
- 1.6. Customer Data: all data the Customer enters, uploads or generates via the Platform.
- 1.7. AI Output: all content, emails, invoices, quotes and other output generated by the Platform using artificial intelligence.
Article 2 — Applicability
2.1. These Terms apply to all offers, quotes and agreements between Suavi and the Customer.
2.2. Deviations from these Terms are only valid if agreed in writing in the Agreement.
2.3. The applicability of any general terms of the Customer is expressly excluded.
2.4. Suavi reserves the right to amend these Terms. Amendments are communicated at least thirty (30) days in advance. If the Customer does not agree with the amendments, the Customer has the right to terminate the Agreement as of the effective date.
Article 3 — Offer and Formation
3.1. All offers and quotes from Suavi are non-binding and revocable unless expressly stated otherwise.
3.2. The Agreement is formed at the moment both Parties sign the SaaS Service Agreement, or when the Customer starts using the Platform after accepting these Terms.
3.3. Suavi reserves the right to refuse an application without giving reasons.
Article 4 — Service Delivery
4.1. Suavi grants the Customer access to the Platform as Software-as-a-Service (SaaS) for the duration of the Agreement.
4.2. The Platform offers AI-powered back-office functionality, including but not limited to: email processing, CRM, invoicing, content planning and calendar management.
4.3. Suavi will make reasonable efforts to keep the Platform available with 99.5% monthly uptime, excluding scheduled maintenance.
4.4. Suavi may modify, extend or restrict the functionality of the Platform. Material restrictions are announced at least thirty (30) days in advance.
Article 5 — Use of the Platform
5.1. The Customer uses the Platform exclusively for its own business operations and in accordance with the Agreement and applicable law.
5.2. The Customer may not:
- Resell, sublicense or make available to third parties
- Use for unlawful purposes
- Reverse engineer, decompile or disassemble
- Use in a way that impairs the operation of the Platform or the service to other customers
5.3. The Customer is responsible for all activity that occurs under its account, including use by its Users.
5.4. The Customer adequately secures its login credentials and immediately reports any suspected unauthorized use to Suavi.
Article 6 — AI Use and Responsibility
6.1. The Platform uses AI models from third parties to generate output. The Customer acknowledges that AI Output is not error-free.
6.2. During Shadow Mode, all AI Output is submitted to the Customer for approval. The Customer reviews and approves the output before it is sent or published.
6.3. The transition from Shadow Mode to higher autonomy levels (Notify, Autonomous) occurs on the system's initiative after sufficient trust, with explicit confirmation from the Customer.
6.4. The Customer remains fully responsible at all times for all communications, documents and publications sent or published via the Platform on its behalf.
6.5. Suavi implements reasonable technical safeguards (output validation, kill switches, Trust Gate) but does not guarantee error-free AI Output.
Article 7 — Pricing and Payment
7.1. The Customer pays the subscription fee as agreed in the Agreement. All prices exclude VAT (21%).
7.2. Invoicing occurs monthly in advance. Payment is due within fourteen (14) calendar days from invoice date.
7.3. In case of late payment, default interest of 10% per year applies by operation of law and without notice of default, together with a lump-sum compensation of 10% of the invoice amount with a minimum of €50.00 (in accordance with the Belgian Act on Late Payments in Commercial Transactions).
7.4. If payment is more than thirty (30) days overdue, Suavi has the right to suspend access to the Platform until full payment. Suspension does not release the Customer from its payment obligations.
7.5. Suavi may index prices annually in line with the Belgian consumer price index, or adjust them with a reasonable increase. Price changes are communicated at least two (2) months in advance in writing.
Article 8 — Term and Termination
8.1. The Agreement is entered into for an indefinite term, unless agreed otherwise.
8.2. Either Party may terminate the Agreement with one (1) calendar month's notice, effective on the first day of the month following receipt of the termination notice.
8.3. Termination is made in writing by email.
8.4. Suavi may terminate the Agreement with immediate effect if:
- The Customer fails to comply with a material obligation and does not remedy this within fourteen (14) days of a written notice of default
- The Customer is declared bankrupt, files for suspension of payment or is dissolved
- The Customer uses the Platform for unlawful purposes
8.5. Upon termination, Article 13 (Data) applies.
Article 9 — Intellectual Property
9.1. All intellectual property rights to the Platform, the software, the "suavi." trademark, documentation, designs and processes belong exclusively to Suavi. No transfer of intellectual property rights takes place.
9.2. The Customer retains all rights to its Customer Data. Suavi only obtains a limited license to process Customer Data for the purpose of providing the services.
9.3. AI-generated output based on Customer Data is considered Customer Data.
9.4. The Customer indemnifies Suavi against third-party claims for infringement of intellectual property rights resulting from data or content supplied by the Customer.
Article 10 — Liability
10.1. Suavi's total liability to the Customer is limited to the total amount the Customer paid to Suavi in the three (3) months preceding the damage-causing event.
10.2. Suavi is not liable for:
- Indirect damages, consequential damages, lost profits, missed savings or reputational damage
- Damage resulting from inaccurate, incomplete or outdated Customer Data
- Damage resulting from AI Output approved by the Customer
- Damage resulting from unauthorized use of login credentials
- Damage resulting from force majeure
- Damage resulting from failures at third parties (sub-processors, internet providers, platform integrations)
10.3. The exclusions in this article do not apply to damage caused by intent or gross negligence by Suavi, or to liability that cannot be excluded by law.
Article 11 — Confidentiality
11.1. The Parties treat all confidential information of the other Party as confidential and do not disclose it to third parties, except as required by law or with prior written consent.
11.2. This confidentiality obligation remains in effect for three (3) years after termination of the Agreement.
Article 12 — Data Protection
12.1. Suavi processes personal data on behalf of the Customer in accordance with the General Data Protection Regulation (GDPR).
12.2. The detailed arrangements are set out in the Data Processing Agreement (DPA), which forms an integral part of the Agreement.
12.3. Suavi's Privacy Policy is available at https://suavi.io/privacy.
Article 13 — Data Upon Termination
13.1. Upon termination of the Agreement, the Customer may request an export of its Customer Data in a common format (CSV, JSON, PDF) within thirty (30) days.
13.2. After the export period, or after confirmation of receipt, Suavi deletes Customer Data within thirty (30) days, subject to statutory retention obligations.
13.3. Backups are deleted in accordance with the regular retention policy (maximum 90 days).
Article 14 — Force Majeure
14.1. No Party is liable for failure to perform obligations as a result of force majeure.
14.2. Force majeure includes: natural disasters, war, epidemics, government intervention, power outages, telecommunications failures and prolonged outages of essential services from sub-processors.
14.3. In the event of force majeure lasting more than sixty (60) days, either Party may terminate the Agreement with immediate effect.
Article 15 — Warranties and Disclaimers
15.1. Suavi warrants that the Platform is delivered with reasonable care and skill.
15.2. The Platform is delivered "as is" to the extent permitted by law. Suavi gives no warranties regarding:
- The suitability of the Platform for a specific purpose
- The error-free or complete nature of AI-generated output
- Uninterrupted availability
15.3. The Customer acknowledges that AI technology has inherent limitations and that human oversight remains necessary.
Article 16 — Indemnification
16.1. The Customer indemnifies Suavi against all claims, demands and costs (including reasonable legal fees) from third parties arising from:
- The Customer's use of the Platform
- AI Output approved by the Customer
- Breach of these Terms by the Customer
- Breach of applicable law by the Customer
Article 17 — Governing Law and Disputes
17.1. These Terms and all agreements to which they apply are governed by Belgian law.
17.2. Disputes are first resolved in mutual consultation for thirty (30) days.
17.3. If no amicable solution is reached, the courts of the judicial district of Limburg have exclusive jurisdiction.
Article 18 — Severability
18.1. If any provision of these Terms is declared invalid or unenforceable, the remaining provisions remain in full force.
18.2. The invalid provision is replaced by a valid provision that approaches the purpose and intent as closely as possible.
Article 19 — Miscellaneous
19.1. Failure by Suavi to exercise a right does not constitute a waiver of that right.
19.2. These Terms, together with the Agreement, the Data Processing Agreement and the Privacy Policy, constitute the complete agreement between the Parties.
19.3. Rights and obligations under the Agreement are not transferable without the prior written consent of the other Party.