Tergem AI Terms and Conditions

1. Definitions

• Tergem: Colteq BV, trading as Tergem AI.
• Client: the business that enters into an agreement with Tergem.
• Services: the AI receptionist, the AIOS and all related setup, integrations and support.
• Agreement: the arrangement between Tergem and Client, including the quote, these terms and the data processing agreement.

2. Applicability

These terms apply to all quotes and agreements of Tergem. Our services are intended for business clients only. Client's own terms do not apply unless agreed in writing.

3. Quotes and formation

Quotes are valid for 30 days. The agreement is formed when Client accepts the quote in writing or digitally, or when Tergem starts work after Client's approval.

4. Term and cancellation

• Subscriptions have a minimum term of 3 months and then continue monthly.
• After the minimum term, Client may cancel at the end of a calendar month with 1 month's notice.
• Annual subscriptions run for 12 months and then continue monthly, unless agreed otherwise.

5. Prices and payment

• All prices are in euros and exclude VAT.
• Setup fees are invoiced in advance and are non-refundable once setup has started.
• Monthly fees are invoiced monthly in advance; extra minutes in arrears.
• Payment term: 14 days from the invoice date. In case of late payment, Tergem may suspend the service after a written reminder and charge statutory commercial interest.
• Tergem may adjust prices once a year with at least 1 month's notice. If prices rise by more than 5%, Client may cancel as of the effective date.

6. Bundles and extra usage

Call minutes and other bundles apply per calendar month and expire at its end. Usage above the bundle is charged at the rate in the quote. Tergem sends an alert at 80% usage.

7. Performance

Tergem performs the services to the best of its ability and in line with the state of the art. This is a best-efforts obligation, not an obligation to achieve a specific result. Delivery dates are indicative.

8. Client obligations

Client:

• provides correct and complete information on time, such as services, prices, opening hours and FAQs;
• reviews the configured answers and scripts before go-live and reports errors immediately;
• uses the services only for lawful purposes and not for spam, deception or unsolicited sales calls that break the law;
• informs its own customers and callers through its own privacy policy about the use of AI, recordings and transcripts;
• is responsible for content it supplies and for decisions it makes based on AIOS output.

9. AI and limitations

• The AI receptionist states at the start of every call that the user is speaking with an AI assistant. Client does not disable this notice.
• AI can make mistakes or misunderstand information. Service output is supportive and does not replace professional judgement.
• The services are not intended for emergencies or for medical, legal or financial advice. Client ensures a clear route to a human or emergency service where needed.

10. Availability and third parties

Tergem aims for high availability but does not guarantee uninterrupted operation. The services depend on third parties such as telecom providers, voice and AI platforms. Outages or changes at these parties are beyond Tergem's control. We announce planned maintenance in advance where possible.

11. Intellectual property

• Client remains the owner of its own data and supplied content.
• Tergem remains the owner of its methods, templates, scripts, code and ways of working. Client receives a non-exclusive right of use for the term of the agreement.
• Material made specifically for Client (such as business context and custom scripts) is made available to Client on request at termination.

12. Data protection

For personal data Tergem processes on Client's behalf, the parties enter into a data processing agreement. Client is the controller, Tergem the processor. Tergem processes data only on Client's instructions and takes appropriate security measures.

13. Confidentiality

Both parties keep each other's confidential information secret, also after the agreement ends.

14. Liability

• Tergem's liability is limited to direct damage and to no more than the amount Client paid Tergem in the 6 months before the event causing the damage, and in any case to the amount paid out by Tergem's insurance.
• Tergem is not liable for indirect damage, including lost revenue, missed appointments, lost profit and reputational damage.
• These limits do not apply in case of intent or deliberate recklessness by Tergem.
• Client reports damage within 30 days of discovering it.

15. Force majeure

In case of force majeure, including third-party outages, power or internet failures and government measures, Tergem may suspend performance. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

16. Termination

• Either party may terminate the agreement immediately if the other goes bankrupt, is granted a suspension of payments, or remains in serious breach after a written notice of default with a reasonable cure period.
• After termination, Tergem makes Client's data available on request within 30 days and then deletes it, unless a legal retention obligation applies.

17. Changes

Tergem may change these terms with at least 30 days' notice. If a material change is to Client's disadvantage, Client may cancel as of its effective date.

18. Governing law

Dutch law applies. Disputes are submitted to the competent court in the district of Breda.