SaaS Terms and Conditions
These are the SaaS Terms and Conditions for the Aitonomy platform (the “Terms”), offered by Baby Elephant B.V., a private limited company having its registered office at Emmastraat 23, 2282 AM Rijswijk, The Netherlands, registered with the Dutch Chamber of Commerce under number 27299029, trading under the name Aitonomy and in these Terms referred to as “Aitonomy”.
These Terms can also be viewed and downloaded from joinaitonomy.ai, and may be sent to the Customer on request.
1. Definitions
1.1In these Terms, words written with capitals and not defined elsewhere have the following meaning:
1.1.1Affiliate: an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.1.2Agent: an AI agent, model or automated process that is configured, run, governed or reviewed by the Customer through the Service.
1.1.3Aggregate Data: aggregated statistics derived by Aitonomy from Service Metrics across multiple customers that are not attributable to or identifiable with any customer.
1.1.4Anonymous Data: Service Metrics from which the identity of the Customer and its source has been completely removed and which do not relate to an identified or identifiable natural person or to an identifiable customer.
1.1.5Business Day: any weekday (Monday to Friday) other than a public holiday in the Netherlands.
1.1.6Business Hours: the hours of 09:00 to 17:00 CET on a Business Day.
1.1.7Confidential Information: any information, in any form, disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure, including the Service, Customer Data, business and technical information, and the terms of the Agreement.
1.1.8Customer: the legal person that has accepted these Terms or an Order Form in order to access and use the Service.
1.1.9Customer Data: all data, documents, records, source code, repositories, specifications, tickets, prompts, configurations and other materials that the Customer or its Users upload or make available to the Service, or that are generated through the Customer’s use of the Service, including output produced by Agents, but excluding Service Metrics, Anonymous Data and Aggregate Data.
1.1.10Customer Environment: the Customer’s own infrastructure within which the Service is deployed where the Order Form specifies an in-client deployment.
1.1.11Documentation: the user and technical documentation for the Service made available by Aitonomy.
1.1.12Fees: the fees payable by the Customer for the Service as set out in the Order Form.
1.1.13GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).
1.1.14Intellectual Property: all intellectual property rights, whether registered or unregistered, including patents, copyrights (including rights in source code and object code), database rights, design rights, trademarks, trade names, and rights in know-how and trade secrets.
1.1.15Order Form: the order, quote or written agreement between the parties that references these Terms and sets out the Service subscribed for, the deployment mode, the Fees, the term and any other agreed terms.
1.1.16Personal Data: personal data as defined in the GDPR.
1.1.17Service: the Aitonomy software platform, known as Aitonomy Control, provided by Aitonomy to the Customer as a service in accordance with these Terms, together with any related Support and Documentation.
1.1.18Service Metrics: operational and performance metrics generated by or through the Service relating to the use of the Service, such as cycle time, throughput, cost per feature, adoption by role, gate pass rates, token consumption and similar measures, which do not include Customer Data and from which Customer Data and source code cannot be reconstructed.
1.1.19Support: support in relation to the use of, and the identification and resolution of material errors in, the Service, but not the provision of development or consultancy services.
1.1.20User: an individual who is authorised by the Customer to access and use the Service.
1.2Unless the context requires otherwise, words in the singular include the plural and vice versa.
2. General
2.1These Terms apply to all offers and quotes of, and agreements with, Aitonomy relating to the Service, and to the provision, use and availability of the Service. By accepting an Order Form, or by submitting an access request for the Service or accepting access to it, the Customer accepts these Terms.
2.2These Terms, together with the Order Form and the Data Processing Agreement referred to in clause 8, constitute the entire agreement between the parties in relation to the Service (the “Agreement”) and replace all previous oral or written agreements on the same subject.
2.3The applicability of any purchase or other general terms of the Customer is expressly rejected. Additions to or deviations from these Terms apply only where agreed in writing.
2.4In the event of a conflict, the Order Form prevails over these Terms in respect of commercial matters, and the Data Processing Agreement prevails over these Terms in respect of the processing of Personal Data.
2.5If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by a valid provision that reflects the intention of the original as closely as possible.
2.6Aitonomy may amend these Terms. Aitonomy may amend non-material provisions by notifying the Customer, after which the amended Terms apply. Aitonomy may amend material provisions by giving the Customer at least thirty (30) days prior notice, during which the Customer may object in writing, in which case the parties will discuss the consequences in good faith.
2.7Aitonomy may assign or transfer its rights and obligations under the Agreement to an Affiliate or in connection with a merger, reorganisation or sale of business. The Customer may not assign or transfer its rights or obligations without Aitonomy’s prior written consent.
2.8Aitonomy may engage Affiliates or third parties, including sub-processors, to perform parts of the Service, in accordance with the Data Processing Agreement.
2.9These Terms are also made for the benefit of Aitonomy’s Affiliates and the persons it engages in connection with the Service, who may invoke them as a third party stipulation within the meaning of Section 6:253 of the Dutch Civil Code.
2.10No failure or delay in exercising a right under the Agreement operates as a waiver of that right.
2.11Notices under the Agreement must be in writing. Notices to Aitonomy may be sent to mik@joinaitonomy.ai.
3. The Service
3.1The Service is a platform that enables the Customer to deploy, orchestrate, govern, audit and measure Agents across its operations, including activities such as reviewing, drafting, research, reconciliation, compliance and response, and, where the Customer connects them, software development activities such as code review, testing and documentation. The Service provides governance controls, guardrails, audit logging and delivery metrics intended to help the Customer control and understand the output of Agents.
3.2The Service is model and tooling agnostic and may be configured to work with a range of third party models and tools as set out in the Documentation or the Order Form. Where the Service connects to or relies on third party models, tools or services, the terms of those third parties may additionally apply, and Aitonomy is not responsible for those third party services.
3.3The Order Form specifies the deployment mode for the Service, which is one of the following:
(a)Hosted: Aitonomy provides the Service as a hosted instance on infrastructure located in the European Economic Area, and processes Customer Data on the Customer’s behalf in connection with the Service; or
(b)In-client: the Service is deployed within the Customer Environment, Customer Data remains within the Customer Environment, and Aitonomy’s access is limited to what is reasonably necessary for configuration, Support and the metrics export agreed under clause 7.
3.4After Aitonomy has accepted an Order Form or access request, Aitonomy will provide the Customer with access to the Service. Any dates or timelines specified by Aitonomy are target dates and are not binding.
3.5Aitonomy may modify, add to, or discontinue features or functionality of the Service from time to time. Aitonomy will not materially reduce the core functionality of the Service during a term without reasonable notice. Aitonomy is not obliged to maintain or develop features specifically for the Customer.
3.6The Customer is responsible for managing access to the Service, including issuing and revoking access for its Users, and for keeping access credentials confidential. Credentials may be made available only to authorised Users within the Customer’s organisation.
3.7The Customer is responsible for all activities that occur under its account and through its Users’ access, whether or not authorised, and must notify Aitonomy without undue delay of any suspected unauthorised access.
3.8The Customer is responsible for meeting the minimum technical requirements needed to use the Service as set out in the Documentation. Aitonomy does not warrant that the Service is compatible with other software or systems unless expressly agreed.
3.9The Customer must not allow third parties, including Affiliates, to use the Service unless agreed in writing.
4. Fees and payment
4.1The Customer will pay the Fees set out in the Order Form. Unless the Order Form states otherwise, clauses 4.2 to 4.6 apply.
4.2All Fees are exclusive of VAT and other government levies, and are payable in euros.
4.3Fees are invoiced annually in advance, and invoices are due within thirty (30) days of the invoice date.
4.4The Customer may not suspend payment or set off any amount.
4.5Aitonomy may adjust the Fees on an annual basis, including by indexation on the basis of the CBS service price index, by giving the Customer at least thirty (30) days prior notice.
4.6If the Customer fails to pay on time, statutory commercial interest accrues on the outstanding amount without notice of default being required, and Aitonomy may, after notice, suspend or limit access to the Service until payment is made. The Customer is liable for the reasonable costs of collection.
5. Use of the Service
5.1The Customer determines which Agents run through the Service, on what inputs, and under what policies, within the governance controls the Service provides. Agents operate under the Customer’s configuration and direction.
5.2The Service provides governance, guardrails and audit to assist the Customer in controlling the output of Agents. The Customer remains responsible for reviewing, approving and deciding what is merged, released, deployed or otherwise put into use. Aitonomy does not produce the Customer’s work product or make the Customer’s operational decisions, and is not responsible for the output, content or decisions that the Customer puts into use.
5.3The Customer is responsible for the Customer Data, including its source code, and for ensuring that its use of the Service and the Customer Data is lawful and does not infringe the rights of any third party. The Customer indemnifies Aitonomy against third party claims arising from the Customer Data or from the Customer’s use of the Service in breach of these Terms.
5.4The Customer warrants that it will not:
(a)use the Service for any unlawful, fraudulent or unauthorised purpose;
(b)sublicense, lease, resell, distribute, copy, modify, decompile or reverse engineer the Service or any part of it, except to the extent this restriction is prohibited by mandatory law;
(c)infringe the Intellectual Property of Aitonomy or any third party;
(d)upload or transmit malicious code, or interfere with or circumvent the security or integrity of the Service;
(e)conduct load or penetration testing on the Service without Aitonomy’s prior written consent; or
(f)use the Service in a way that may cause damage to, or impair the availability of, the Service.
5.5Aitonomy may take proportionate measures, including suspending access, where it reasonably determines that the Customer is in material breach of this clause 5 or that continued use poses a security or legal risk. Where practicable, Aitonomy will give prior notice and an opportunity to remedy.
6. Warranties and availability
6.1Aitonomy will provide the Service with reasonable care and skill. Otherwise, the Service is provided on an “as is” and “as available” basis. Aitonomy does not warrant that the Service will be uninterrupted or error free, or that it will meet the Customer’s requirements, unless expressly agreed in writing with sufficient determinacy.
6.2Aitonomy does not warrant the accuracy, security, quality or fitness for purpose of any output produced by Agents. The Customer is responsible for reviewing and validating such output in accordance with clause 5.
6.3Aitonomy will use commercially reasonable efforts to make the Service available, except during planned or unplanned maintenance and except for downtime caused by force majeure, the Customer’s systems, the Customer’s breach, or third party providers on which the Service depends. Any service levels are as set out in the Order Form or an applicable service level agreement.
6.4Aitonomy will handle properly substantiated Support requests within a reasonable time depending on severity and impact. Unless agreed otherwise, Support is provided on Business Days during Business Hours.
6.5Force majeure means any event outside Aitonomy’s reasonable control, including failures of the internet, telecommunications or cloud providers, cyber attacks, power failures, and the acts or omissions of suppliers prescribed by the Customer.
7. Intellectual property and Customer Data
7.1All Intellectual Property in and relating to the Service, the platform, the software, the Documentation and any improvements vests exclusively in Aitonomy or its licensors. The Customer acquires only the rights of use expressly granted in these Terms.
7.2Subject to payment of the Fees, Aitonomy grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Service for its internal business use during the term.
7.3The Customer must not remove or alter any notices of Intellectual Property or confidentiality in the Service or the Documentation.
7.4The Customer retains all Intellectual Property in and to the Customer Data, including its source code. The ownership and use of Customer Data, Service Metrics, Anonymous Data and Aggregate Data are set out in clauses 7.7 to 7.12.
7.5Where the Customer provides feedback or suggestions about the Service, Aitonomy may use them freely and without restriction to improve the Service, without acquiring any rights in the Customer Data.
7.6Aitonomy may identify the Customer as a customer and use the Customer’s name and logo as a reference for marketing purposes only with the Customer’s prior approval, not to be unreasonably withheld.
7.7As between the parties, the Customer owns all Customer Data, including all Intellectual Property in it. Aitonomy claims no ownership of Customer Data and will process it only as needed to provide the Service, as set out in these Terms and the Data Processing Agreement.
7.8Aitonomy generates Service Metrics through the operation of the Service. Service Metrics describe how the Service is used and how delivery performs. They do not include Customer Data or source code, and they are designed so that Customer Data and source code cannot be reconstructed from them.
7.9The Customer grants Aitonomy a worldwide, perpetual, irrevocable, royalty free and non-exclusive licence to use Service Metrics in anonymised and aggregated form to: (a) provide, secure, maintain and improve the Service; (b) create Anonymous Data and Aggregate Data for benchmarking and analytics; and (c) publish and distribute Aggregate Data. This licence does not extend to Customer Data or source code, or to anything from which Customer Data or source code could be reconstructed.
7.10Aitonomy will not publish or distribute Anonymous Data or Aggregate Data in any form that identifies, or could reasonably be used to identify, the Customer or any individual.
7.11Where the Order Form specifies an in-client deployment, Service Metrics are generated within the Customer Environment. The Order Form sets out whether, and how, a limited export of Service Metrics is provided to Aitonomy for the purposes in clause 7.9. Absent such agreement, the Customer’s Service Metrics are not included in Aitonomy’s Anonymous Data or Aggregate Data.
7.12Aitonomy may make benchmarking insights derived from Aggregate Data available to its customers as part of the Service.
8. Confidentiality, security and data protection
8.1Each party will keep the other party’s Confidential Information confidential and will not use or disclose it except as reasonably necessary to perform the Agreement or as permitted by it.
8.2The confidentiality obligation does not apply to information that is or becomes public without breach, is independently developed without use of the Confidential Information, is rightfully obtained from a third party free of any duty of confidentiality, or whose disclosure is required by a competent authority or by law.
8.3Each party may install and maintain reasonable technical and organisational measures to protect Confidential Information, and the other party will not circumvent those measures.
8.4Aitonomy will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against loss and unlawful processing, taking into account the state of the art and the costs of implementation in relation to the risks and the nature of the data. These measures are described in the Data Processing Agreement and include, as applicable to the deployment mode: hosting within the European Economic Area, encryption of data in transit and at rest, access control on a least privilege basis, logical separation of customer instances, audit logging, secure software development practices, and regular testing and review of the measures.
8.5Aitonomy does not guarantee that the security measures are effective in all circumstances. Aitonomy will handle Personal Data breaches in accordance with the Data Processing Agreement.
8.6The Customer is responsible for securing its own systems, and, for in-client deployments, for the security of the Customer Environment within which the Service is deployed.
8.7To the extent Aitonomy processes Personal Data on behalf of the Customer in connection with the Service, the parties’ Data Processing Agreement applies. In that processing Aitonomy acts as processor and the Customer as controller.
8.8The Customer is responsible for the lawfulness of the Personal Data it makes available through the Service and warrants that it is entitled to provide it for processing under the Agreement.
8.9The Data Processing Agreement forms an integral part of the Agreement and is available from Aitonomy.
9. Term and termination
9.1The Service is provided for an initial term of one (1) year from the start date set out in the Order Form, unless the Order Form states otherwise.
9.2The Service renews automatically for successive periods of one (1) year unless either party gives written notice of non-renewal at least one (1) month before the end of the then-current term.
9.3Either party may terminate the Service with immediate effect by written notice if the other party commits a material breach of the Agreement that, where capable of remedy, is not remedied within a reasonable period after written notice. Aitonomy may also terminate with immediate effect if the Customer is declared bankrupt, is granted a suspension of payment, becomes unable to pay its debts as they fall due, or ceases its business.
9.4On termination of the Service, the Customer’s right to use the Service ends and access credentials may be revoked. The Customer is not entitled to a refund of Fees, except where the Service is terminated by the Customer for Aitonomy’s uncured material breach, in which case any prepaid Fees for the period after termination are refunded on a pro rata basis.
9.5On termination, Aitonomy will return or delete Customer Data in accordance with the Data Processing Agreement. For in-client deployments, Customer Data remains within the Customer Environment.
9.6Provisions that by their nature are intended to survive termination, including those on Intellectual Property, Customer Data and benchmarking, confidentiality, liability and governing law, survive termination.
10. Liability
10.1These Terms govern the Service only. Any forward-deployed engineering, consultancy or other services are governed by a separate agreement and are outside the scope of this clause.
10.2Aitonomy’s total aggregate liability under or in connection with the Agreement, on any legal basis, is limited to the Fees (excluding VAT) received by Aitonomy from the Customer in the twelve (12) months before the event giving rise to the liability, and is in any event limited to the amount paid out under Aitonomy’s liability insurance for the relevant claim.
10.3Aitonomy is not liable for indirect or consequential loss, including loss of profit, loss of revenue, missed savings, loss of goodwill, loss arising from business interruption, or loss or corruption of data, except to the extent such loss results from Aitonomy’s intent or gross negligence.
10.4Aitonomy is not liable for damage resulting from force majeure.
10.5A claim for damages must be notified to Aitonomy in writing as soon as reasonably possible after the loss arises, and in any event lapses twelve (12) months after the loss arose unless legal proceedings have been commenced before then.
11. Governing law and disputes
11.1The Agreement is governed exclusively by the laws of the Netherlands.
11.2Any dispute arising from or in connection with the Agreement that cannot be resolved amicably will be submitted exclusively to the competent court of The Hague (Rechtbank Den Haag), the Netherlands.