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    Zuletzt geändert: März 2025

    General Terms and Conditions of AutoChat

    Part I. General

    1. Definitions and Interpretation

    For the purposes of these Terms and Conditions, the capitalised terms indicated below shall have the meanings indicated below:

    AgreementThe agreement between AutoChat and the Customer (of which these terms and conditions form a part).
    ApplicationThe AutoChat user software application through which a User communicates with the Platform.
    ArticleAn article of these Terms and Conditions.
    AutoChatAutoChat BV, company with limited liability under Belgian law, with registered office at Bredabaan 4, 2930 Brasschaat (Belgium), with Belgian company number 0773.785.727, with telephone number +32 (0)3 375 69 33 and e-mail address support@autochat.ai.
    Business dayEvery day except Saturday, Sunday and Belgian public holidays, between 9am and until 5pm (AutoChat's local time).
    Confidential InformationAny information, of whatever nature, provided by a Party to the other Party, which is not publicly known or available through public sources and which should reasonably be considered confidential or which is designated as confidential.
    CustomerThe B2B customer with whom AutoChat has an Agreement.
    Force MajeureAny event or circumstance that prevents or impedes a Party from performing one or more of its contractual obligations under the Agreement, if and to the extent that the Party affected by the impediment proves (a) that such impediment is beyond its reasonable control; (b) that it could not reasonably have been foreseen at the time of entering into the Agreement; and (c) that the consequences of the impediment could not reasonably have been avoided or overcome by the affected Party.
    GDPRRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data.
    Intellectual PropertyAll rights of artistic and industrial property, such as patents, Trademarks, designs and models, copyrights (including software rights), database rights, rights to trade secrets and know-how, and all applications for the same rights.
    LicenseA limited-scope, personal, non-exclusive, non-transferrable, non-sublicensable and revocable right to install and use the Product in the Organization and Profit Centre(s) as specified in Part II of these Terms and Conditions.
    LossAll losses, liabilities, damages, costs, expenses, charges, fines, penalties or assessments, including the costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise.
    MaintenanceServices of corrective, adaptive and renewal maintenance relating to the Software, including Updates.
    OrganizationCustomer's business entity (e.g. an affiliate of a car brand), comprising of one or more Profit Centres, subject to AutoChat's prior written approval.
    Party(ies)AutoChat or the Customer respectively AutoChat and the Customer.
    Personal DataPersonal data as defined in the GDPR.
    PlatformThe AutoChat software platform and database that connects the Application and the Software and processes data (including Personal Data) as a result.
    ProductThe AutoChat software SaaS-application, including all applications, components, and/or creations of information therein, providing for a customizable AI-generated communication tool for automotive dealerships.
    Profit CentreCustomer's designated showroom or workshop in an Organization, subject to AutoChat's prior written approval.
    SoftwareThe AutoChat software, including the Application, API and the Platform, all applications, components and/or created information therein.
    SupportTechnical support to resolve technical and functional issues related to the Product.
    TrademarkAny trademark registered by AutoChat.
    UpdateAny error correction (bug fixing) in the Software and/or any limited modification, adaptation, revision and/or improvement of the Software.
    UpgradeAny major issue, new version, modification or enhancement of the Software (including new features).
    UserThe natural person using the Application.
    • Terms defined in the singular will have a similar meaning in the plural and vice versa.
    • Headings are included for clarity and for the purpose of reference within these Terms and Conditions, and do not serve for interpretation.
    • Terms such as "including", "e.g.", "such as" imply non-exhaustive enumeration.
    • AutoChat has the right to modify these Terms and Conditions at any time. It will send a notification to the Customer. If the Customer does not oppose the change within 15 calendar days, the new Terms and Conditions will be deemed accepted.

    2. Scope

    • The Customer expressly confirms to have taken note of these Terms and Conditions and to accept them unconditionally.
    • These Terms and Conditions apply in full to every offer from, every Agreement with, every supply of Software, Products and/or services by AutoChat.
    • The Customer acknowledges that any of its own terms and conditions are expressly excluded.
    • In case of conflict between these Terms and Conditions and other parts of the Agreement, the other parts of the Agreement shall prevail.

    3. Conclusion and Content of the Agreement

    • A binding Agreement comes into existence only when AutoChat receives an order dated and signed by the Customer and AutoChat subsequently accepts the order in writing or by execution.
    • Unless otherwise stated, AutoChat's offers are informational only and valid for thirty (30) calendar days.
    • AutoChat reserves the right to suspend and/or refuse the confirmation of orders in case of problems such as attempted fraud, incomplete or incorrect orders, non-payment of previous invoices.
    • The timely delivery of the Product is not essential for the Customer.
    • The implementation of the Product is done by AutoChat in cooperation with the Customer, at the expense and risk of the Customer.
    • The Customer can test the Product for a period of two weeks from its implementation. After this period, no more complaints will be accepted.
    • The Product and the Software always remain the sole property of AutoChat.

    4. The Product, the Software and Services

    • AutoChat will use its best efforts to provide the Product, the Software and any services to the Customer without this constituting an obligation of result.
    • The Customer shall provide AutoChat with all information requested by it.
    • AutoChat shall have the right to provide Updates, Upgrades and/or patches at any time.
    • AutoChat has the right to use subcontractors for the performance of its services.
    • The Customer shall be obliged to use the Product only for legitimate purposes.

    5. Updates, Upgrades, and Maintenance

    • AutoChat may at any time provide Updates and/or Upgrades and require them to be immediately downloaded and installed.
    • The use of the Product may be impossible during Maintenance. The Customer waives all rights and claims as a result thereof.
    • The Customer must use sufficiently recent software and devices compatible with the most recent technical requirements.
    • AutoChat may notify the Customer that certain versions will no longer be supported.

    6. Prices and Payment

    • AutoChat is entitled to charge a fee per Organization. All fees are exclusive of VAT, tax charges, packaging, transportation, and installation costs.
    • The standard fee includes a License for 2 Profit Centres in an Organization. Additional Profit Centres incur supplementary fees.
    • Fees are payable at AutoChat's registered offices, in EURO, within 10 days from the invoice date. AutoChat shall invoice upfront on an annual basis.
    • The Customer will only receive electronic invoices.
    • Fees shall be annually adjusted according to the price revision formula: P = p × [a × (S/s) + b], where a = 0.80 and b = 0.20. Application of this formula shall never lead to a price decrease.
    • AutoChat shall be entitled to charge price increases resulting from its suppliers.

    7. Non-Payment

    • In the absence of full and timely payment, AutoChat shall be entitled to default interests and a fixed compensation of 10% of the amount due, with a minimum of EUR 100.
    • All outstanding invoices will become due by operation of law upon non-payment.
    • Payments shall first be applied to costs, then to damages and interests, and finally to the principal amount.

    8. Duration – Suspension and Termination – Consequences

    • The License is concluded for a fixed term until 31 December and automatically renewed each year, unless terminated by written notice by 30 September.
    • AutoChat has the right to terminate the Agreement at any time with 3 months' notice.
    • AutoChat may suspend its obligations with immediate effect in case of Customer breach.
    • In case of serious contractual default, AutoChat may terminate the Agreement with immediate effect.
    • Upon termination, the Customer must immediately cease any use of the Product and the License. Only Personal Data processed by the Product is transferred to the Customer.
    • The Customer shall not be entitled to any refund of fees paid.

    9. Defects

    • Any alleged defect must be notified to AutoChat in writing within 7 calendar days of its discovery.
    • Defects do not suspend the Customer's obligations under the Agreement.
    • AutoChat shall not be deemed to have knowledge of the specific use the Customer will make of the Product.

    10. Liability

    • AutoChat is subject to an obligation of best efforts only, without guaranteeing specific results.
    • AutoChat is not liable for simple negligence, fault of the Customer or User, third party failures, temporary unavailability due to maintenance, or indirect or consequential damages.
    • AutoChat's liability is limited to (i) the amount paid by AutoChat's insurer or (ii) the fees paid by the Customer for one calendar year. Liability for data protection breaches is limited to EUR 50,000.
    • The Customer shall indemnify AutoChat against any Loss resulting from Customer's default or improper use of the Software.

    11. Force Majeure

    AutoChat shall not be liable for any non-performance resulting from Force Majeure. Neither the Customer nor the User shall have any right to compensation from AutoChat in such events.

    12. Publicity

    AutoChat shall be granted a limited, non-transferable, non-exclusive license to use the Customer's Trademarks and company name in advertising and promotional material.

    13. Processing of Personal Data

    • AutoChat takes all appropriate measures so that processing of Personal Data complies with applicable data protection legislation, including the GDPR.
    • Upon execution of the Agreement, the Parties shall process Personal Data in accordance with GDPR and all other applicable legislation.
    • The Customer shall at all times comply with applicable data protection legislation.

    14. Intellectual Property

    • The Product is protected by Intellectual Property, including copyrights and software rights.
    • All Intellectual Property with regard to the Product shall be AutoChat's exclusive property.
    • No provision in the Agreement may be construed as transferring Intellectual Property to the Customer.
    • The Customer may not copy, distribute, assign, transfer, sublicense, rent, loan, lease or otherwise dispose the Product without AutoChat's prior written consent.
    • No part of the Software may be modified, decompiled, reverse-engineered, disassembled, sold, or distributed by the Customer.

    15. Confidentiality

    During the Term and after termination of the Agreement, each Party shall keep all Confidential Information disclosed to it confidential and shall not disclose such information to any third party without prior written consent, except for information in the public domain, information properly disclosed pursuant to a statutory obligation, or information already legally in the receiving Party's possession.

    16. Miscellaneous

    • If any provision of the Agreement is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected.
    • All notices to AutoChat shall be made by registered mail or by e-mail to support@autochat.ai.
    • The Customer is not entitled to assign or subcontract the Agreement without AutoChat's prior written consent.
    • AutoChat is entitled to transfer its rights and/or obligations to third parties.
    • No fees, charges or taxes paid shall be refunded.
    • The Agreement can be signed electronically in accordance with applicable European and Belgian regulations.

    17. Applicable Law and Competent Court

    • The Agreement is governed by and shall be construed exclusively in accordance with the laws of Belgium.
    • All disputes shall be subject to the exclusive jurisdiction of the courts of Antwerp, division Antwerp.

    Part II. The License

    18. Use of the Product

    • Under the conditions stipulated in Part II, AutoChat grants the Customer a License.
    • Use of the Product is always subordinate to the conclusion of a License per Organization and the payment of the fee(s) concerned.
    • Use of the Product is licensed to the Customer, not sold.
    • The License includes the right to Maintenance and Support. The Customer may contact AutoChat via support@autochat.ai on Business Days.

    19. Limitations

    • The Customer will not use the Product in a manner inconsistent with the License or with applicable laws and regulations.
    • The Customer will only register legitimate data and will not use the Product for storage of illegal data.
    • The Customer may only install and use the Product on its own website(s) and/or approved communication platforms.
    • A License is concluded per Organization and is limited to the designated Profit Centre(s).
    • The Customer is not entitled to transfer or sub-license the Product without AutoChat's prior written consent.

    20. Account

    • The Customer is required to register via AutoChat's webportal and activate an account per Organization.
    • Upon activation, a connection is made to the Product linked to the License.

    21. Password and Safety

    • The Customer shall take all reasonably possible measures to secure access to the Product and its devices and network.
    • The Customer agrees to maintain strict confidentiality of its account and passwords. The Customer alone is responsible for all activities on the Customer's account.
    • AutoChat warrants that the Product is ISO27001 certified.

    Contact Information

    If you have any questions or concerns about these Terms and Conditions, please contact us at support@novaco.ai.

    By using our Services, you agree to abide by these Terms and Conditions, as well as our Privacy Policy, which is incorporated herein by reference.