These terms are short on purpose. They set out what is specific to the CleverPrism subscription. For everything else, the NLdigital Terms 2025 apply: the standard terms and conditions of the Dutch IT sector, also used by our sister company CleverIT.
1Who we are and which terms apply
- These terms of service are issued by CleverPrism B.V., registered with the Dutch Chamber of Commerce under number 42175200, established in Eindhoven, the Netherlands ("CleverPrism", "we", "us"). "Customer" or "you" means the business or organisation that concludes an agreement with us.
- The NLdigital Terms 2025 apply to all our offers and agreements. They are filed with the District Court of Midden-Nederland (Utrecht). For the CleverPrism subscription the following chapters are relevant in particular: Chapter 1 (General provisions), 2 (Compliance), 3 (Cybersecurity), 4 (Processing of personal data), 5 (Data sharing), 6 (Artificial Intelligence and Software-as-a-Service) and 13 (Hosting). You can read and save them here: NLdigital Terms 2025 (English) and NLdigital Voorwaarden 2025 (Dutch). On request we will send them to you by email, free of charge.
- If these terms of service and the NLdigital Terms 2025 conflict, these terms of service prevail. Specific written agreements between you and us prevail over both.
- Your own purchasing or other terms and conditions do not apply.
- Our data processing agreement forms part of every agreement and applies to personal data we process on your behalf.
2Business customers only
- We only contract with businesses and organisations that act in the course of their profession or business. We do not sell to consumers.
- By ordering, you confirm that you act on behalf of a business or organisation and that you are authorised to bind it. You provide its legal name, address and a valid VAT identification number.
- If it turns out that you do not meet these conditions, or that the details you provided are incorrect, we may refuse the order or terminate the agreement with immediate effect.
3The service
- The CleverPrism subscription is a private AI environment on infrastructure that is dedicated to you, with the number of sandboxes you have chosen, a password vault and an artifact server, as described on our pricing page. It is a Software-as-a-Service and hosting service in the sense of the NLdigital Terms 2025.
- Bring your own AI model. You connect your sandboxes to an AI model of your choice with your own subscription or API key (for example with Anthropic or OpenAI). That agreement is between you and the AI provider: its terms, its costs and its processing of the data you send to the model are your responsibility. We are not responsible for the availability, quality or output of the AI provider's service.
- You decide what the AI agents in your environment do and with which data. You check their output before you rely on it or share it.
- You use the service in accordance with the law and the rules on use in the NLdigital Terms 2025. You do not use it for spam, attacks on other systems, cryptocurrency mining, or content that is unlawful. In case of abuse we may suspend the service immediately.
- We may carry out maintenance and updates. We keep interruptions as short as possible and schedule planned maintenance outside office hours where we can.
4Prices and payment
- Our prices are listed on the pricing page, in euros and excluding VAT. The price that applies is the price at the time of your order.
- You pay in advance for each billing period (a month or a year). Payments are processed by our payment provider Stripe. You authorise us to collect every amount due automatically, by credit card or by SEPA direct debit (with the mandate you give through iDEAL | Wero).
- You can change the number of sandboxes in the customer portal. Extra sandboxes are available immediately and are charged pro rata for the rest of the current billing period. A reduction takes effect at the end of the current billing period. We do not refund amounts for a period that has started.
- Discount codes apply only under the conditions stated with them, cannot be exchanged for money and cannot be combined unless stated otherwise.
- We may change our prices in accordance with Article 3.5 of the NLdigital Terms 2025: in writing, at least three months in advance and not more than once a year. If you do not agree, you may terminate the agreement as described there.
5Term, renewal and cancellation
- A monthly subscription runs for one month and renews automatically for one month at a time.
- A yearly subscription runs for one year and renews automatically for one year at a time. We send you a reminder by email at least 30 days before each renewal.
- You can cancel at any time in the customer portal or by email. The cancellation takes effect at the end of the current billing period. In deviation from Article 4.2 of the NLdigital Terms 2025, no three-month notice period applies. Amounts already paid for the current period are not refunded.
- A switch from monthly to yearly billing takes effect immediately (pro rata). A switch from yearly to monthly billing takes effect at the end of the current year.
- We may terminate the agreement in writing with at least three months' notice, to the end of a billing period. The other grounds for termination in Article 14 of the NLdigital Terms 2025 remain in force.
6Non-payment and suspension
- If a payment fails, is not made on time or is reversed (for example a direct debit reversal or a chargeback), we may suspend the service immediately and without prior notice. Your sandboxes are then stopped and your environment is not accessible. Your data is kept.
- We send you an email with a link to pay the outstanding invoice. As soon as it has been paid in full, we restart your environment automatically.
- If the outstanding amount has not been paid 60 days after the suspension, the agreement ends and we delete your data as described in section 7. The amounts due remain payable, plus statutory commercial interest and collection costs as set out in Article 3.7 of the NLdigital Terms 2025.
- A suspension does not affect your obligation to pay for the period concerned.
7Your data when the service ends
- When the agreement ends, for whatever reason, and when a sandbox is removed, we keep the data concerned for 60 days. During this period the environment or sandbox is no longer accessible, but you can ask us for an export of your data. We may charge our usual rates for the export.
- After these 60 days we permanently delete the data, including copies, unless the law requires us to keep it. This period of 60 days is the reasonable period of Article 30.1 and the retrieval period of Article 36.2 of the NLdigital Terms 2025.
- It is your responsibility to export the data you still need in time.
8Personal data and confidentiality
- For personal data in your environment, you are the controller and we are the processor. Our data processing agreement applies.
- We do not use the content of your environment for any purpose other than providing the service to you. We do not use it to train AI models.
- How we handle personal data as a controller (for example your contact and billing details) is described in our privacy statement.
9Liability
- Our liability is limited as set out in Article 15 of the NLdigital Terms 2025.
10Changes to these terms
- We may change these terms of service. We inform you by email at least 30 days before a change takes effect. If you do not agree with the change, you may cancel your subscription with effect from the date on which the change takes effect.
11Applicable law and disputes
- Dutch law applies. Disputes are resolved as set out in Article 18 of the NLdigital Terms 2025.
12Contact
CleverPrism B.V., Eindhoven, the Netherlands · Chamber of Commerce (KvK) 42175200 · [email protected] · +31 40 293 9003