Terms and Conditions

1. Definitions

In these terms and conditions:

• ClientAssist: JB Business Solutions, trading under the name ClientAssist, located at Jacques Urlusstraat 43, 2202 SN Noordwijk, registered with the Dutch Chamber of Commerce under number 89825802.
• Customer: the natural person or legal entity acting in the course of a profession or business that enters into an Agreement with ClientAssist.
• Service: what ClientAssist provides under the Agreement: the AI receptionist (an AI assistant that conducts telephone conversations), the website chatbot, the selection wizard, the related setup, the dashboard and support.
• Agreement: the arrangement between ClientAssist and the Customer regarding the Service, consisting of the order or the accepted quotation, these terms and conditions and the data processing agreement.
• Call minutes: the minutes during which the Customer's AI receptionist is actually in conversation in a given month.
• Suppliers: the third parties from which ClientAssist obtains technology to provide the Service, such as providers of speech recognition, language models, speech synthesis, telephony and hosting.
• Customer Data: all data that the Customer supplies or that is generated for the Customer through the Service, such as knowledge base content, settings, call recordings, transcripts, summaries and appointments.
• In writing: on paper or by email.

2. Applicability

2.1 These terms and conditions apply to every quotation, order and Agreement of ClientAssist. Deviations apply only if ClientAssist has confirmed them in writing.

2.2 ClientAssist supplies exclusively to businesses and professionals. Anyone placing an order declares that they are acting in the course of their profession or business.

2.3 The Customer's general terms and conditions do not apply.

2.4 ClientAssist makes these terms and conditions available before the Agreement is concluded: for an online order, on the order page, where the Customer expressly accepts them, and for a quotation, as an attachment to or a link in the quotation. The Customer can save and print them.

3. Formation of the Agreement

3.1 A quotation from ClientAssist is valid for thirty days, unless the quotation states otherwise. The Agreement is formed when the Customer accepts the quotation in writing.

3.2 For an online order, the Agreement is formed as soon as the first payment has succeeded. ClientAssist confirms the order by email.

3.3 ClientAssist may refuse an order, for example if the Customer's details are incorrect or the intended use conflicts with article 6. Any amount already paid will then be refunded.

4. The Service

4.1 ClientAssist sets up the Service on the basis of the information the Customer supplies, such as opening hours, services, frequently asked questions and the call transfer number. The Customer checks the setup before the Service goes live.

4.2 ClientAssist uses its best efforts to keep the Service available with as little interruption as possible. This is a best-efforts obligation: ClientAssist does not guarantee uninterrupted or error-free operation, unless a service level has been agreed In writing.

4.3 ClientAssist announces in advance any planned maintenance that noticeably interrupts the Service and carries it out outside office hours as far as possible.

4.4 The Service runs on technology from Suppliers. ClientAssist selects them with care and may replace a Supplier, provided the Service does not become materially worse as a result. For Suppliers that process personal data, the data processing agreement also applies.

4.5 ClientAssist may improve and change the Service. ClientAssist announces a change that removes a function on which the Customer demonstrably relies at least thirty days in advance; the Customer may then terminate the Agreement with effect from the effective date.

4.6 Telephone numbers that ClientAssist arranges for the Customer remain in use with the telephony provider for as long as the Agreement runs. After it ends, ClientAssist helps the Customer transfer the number where possible.

5. AI output

5.1 The AI receptionist, the website chatbot and the selection wizard use artificial intelligence. It conducts conversations autonomously and can make mistakes: misunderstand a question, give an incorrect answer or record an appointment incorrectly. ClientAssist reduces that risk through careful setup and by continuing to improve the Service, but cannot exclude it.

5.2 The assistant's answers are only as good as the information on which they are based. The Customer ensures that its knowledge base and settings are correct and up to date, and reports changes in good time.

5.3 The Customer does not use the Service in situations where an error by the assistant could cause serious harm without a human being able to intervene in time, such as urgent medical care, emergency numbers or the provision of binding legal, medical or financial advice.

5.4 ClientAssist does not use Customer Data to train AI models, and configures its Suppliers so that they do not do so either, to the extent that such a setting is available.

6. Obligations of the Customer

6.1 The Customer uses the Service in accordance with the law. In particular, the Customer:

• leaves intact the notice at the start of each call that the caller is speaking with an AI assistant and that the call is being recorded. This notice follows from article 50 of the EU AI Act and from the General Data Protection Regulation (GDPR). ClientAssist enables it by default and the Customer cannot remove it;
• informs its customers in its own privacy statement about the use of the Service;
• does not use the Service for unsolicited commercial communications, deception, harassment or other unlawful purposes;
• does not supply content that is subject to third-party rights without being entitled to use it.

6.2 The Customer keeps its login details secret and reports any misuse of its account to ClientAssist immediately.

6.3 If the Customer acts in breach of this article, ClientAssist may suspend the Service after a warning in writing. In the event of a serious breach, or an imminent danger to callers or third parties, it may do so immediately.

7. Prices

7.1 The Customer pays a fixed monthly amount for the components of the Service it purchases, a fee per Call minute and, if agreed, a one-off amount for the setup. No number of Call minutes is included in advance.

7.2 The amounts and the rate per Call minute, including any tiered pricing for higher volumes, are set out in the order confirmation or the accepted quotation. All amounts are exclusive of VAT.

7.3 Call minutes are measured per call, to the second. Usage is visible in the dashboard during the month; the amount shown there is an indication, the invoice is decisive.

7.4 There is no upper limit above which the Service is cut off. If usage deviates significantly from what was discussed when the Agreement was entered into, ClientAssist contacts the Customer before the invoice is drawn up.

7.5 ClientAssist may change its prices, for example when the costs of Suppliers change materially. ClientAssist announces an increase in writing at least thirty days in advance; the Customer may then terminate the Agreement free of charge with effect from the effective date. An increase never applies retroactively.

8. Invoicing and payment

8.1 The fixed monthly amount is invoiced in advance, the Call minutes monthly in arrears. The setup amount is invoiced at the start.

8.2 For an online order, the Customer pays the first invoice immediately and at the same time grants a direct debit mandate. ClientAssist collects subsequent invoices under that mandate. ClientAssist sends the invoice at least two working days before the direct debit; the Customer agrees to this shortened pre-notification period.

8.3 If the Customer does not pay by direct debit, a payment term of fourteen days from the invoice date applies.

8.4 If a direct debit fails or the Customer does not pay on time, ClientAssist sends a reminder with a new term of fourteen days. After that term, the Customer is in default without any further notice of default and owes the statutory commercial interest (article 6:119a of the Dutch Civil Code) and the statutory collection costs. ClientAssist may then suspend the Service until payment has been made in full; it announces this in advance.

8.5 The Customer reports any objection to an invoice within thirty days of the invoice date. It pays the undisputed part on time.

9. Term and termination

9.1 The Agreement is entered into for an indefinite period, unless a fixed term has been agreed in the quotation.

9.2 Either party may terminate the Agreement with effect from the end of a calendar month, subject to a notice period of one month. The Customer gives notice in writing via info@clientassist.nl. ClientAssist confirms the termination and the end date.

9.3 A setup amount that has been paid is not refunded on termination. A monthly amount paid in advance for a period after the end date is refunded.

9.4 Either party may dissolve the Agreement in writing if the other party fails to perform a material obligation and still fails to do so after a notice of default in writing setting a reasonable period, or if the other party is declared bankrupt or is granted a suspension of payments.

10. End of the Agreement: data and switching

10.1 Until thirty days after the end date, the Customer can export its Customer Data in a commonly used, machine-readable format, or ask ClientAssist to provide it. If the Customer wishes to switch to another provider, ClientAssist provides reasonable cooperation.

10.2 For that export and switch, ClientAssist charges at most the direct costs it incurs for them until 12 January 2027, and nothing from that date. This follows from the EU Data Act.

10.3 After those thirty days, ClientAssist deletes the Customer Data, unless the law requires it to retain them for longer. ClientAssist retains invoices and the data required for them for seven years because of the statutory tax retention obligation.

11. Privacy

11.1 For the personal data that ClientAssist processes for the Customer through the Service, the Customer is the controller and ClientAssist the processor. The data processing agreement forms part of the Agreement and, in the event of a conflict concerning personal data, prevails over these terms and conditions.

11.2 How ClientAssist handles the data for which it is itself responsible, such as the Customer's account details, is set out in the privacy policy.

12. Intellectual property

12.1 The rights to the software, the dashboard, the working method, the ClientAssist brand name and the website are vested in JB Business Solutions or its licensors. For the duration of the Agreement, the Customer receives a non-exclusive and non-transferable right to use the Service.

12.2 Customer Data remains the property of the Customer. The Customer grants ClientAssist permission to use it to the extent necessary to provide the Service.

13. Confidentiality

Both parties keep the other's confidential information secret and use it only for the performance of the Agreement. This does not apply to information that was already public, or that a party is required to disclose by law or by a court decision. This obligation continues after the end of the Agreement.

14. Liability

14.1 ClientAssist is liable only for direct damage resulting from an attributable failure in the performance of the Agreement. Direct damage includes the reasonable costs of establishing and limiting the damage, and of remedying the failure.

14.2 ClientAssist is not liable for indirect damage, such as lost profit, lost revenue, reputational damage and damage due to business interruption.

14.3 ClientAssist's total liability per year is limited to the amount the Customer paid to ClientAssist in the twelve months preceding the event causing the damage.

14.4 ClientAssist is not liable for damage arising because the Customer supplied incorrect or incomplete information (article 5.2), or because it used the Service in a manner excluded by article 5.3 or 6.

14.5 The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of ClientAssist or its management.

14.6 A right to compensation lapses if the Customer does not report the damage to ClientAssist in writing within twelve months of discovering it.

15. Force majeure

15.1 Neither party is obliged to perform an obligation that is rendered impossible by force majeure. Force majeure also includes a failure at a Supplier or in the telephony or internet infrastructure, if ClientAssist could not reasonably have prevented it and could not have absorbed its consequences.

15.2 During force majeure, the Customer likewise owes no fee for the part of the Service that is not working. If the force majeure lasts longer than sixty days, either party may dissolve the Agreement in writing, without any compensation being owed.

16. Amendment of these terms and conditions

16.1 ClientAssist may amend these terms and conditions. It sends the amended terms and conditions to the Customer by email at least thirty days before the effective date.

16.2 If the Customer does not agree to an amendment that is to its disadvantage, it may terminate the Agreement free of charge with effect from the effective date. If it does not do so, the amended terms and conditions apply from that date.

17. Governing law, disputes and final provisions

17.1 The Agreement is governed by Dutch law.

17.2 The parties will first attempt to resolve a dispute together. If that fails, the competent court of the District Court of The Hague has exclusive jurisdiction.

17.3 These terms and conditions exist in Dutch and English. In the event of any discrepancy, the Dutch text prevails.

17.4 If a provision is void or is annulled, the other provisions remain in force. The parties will then agree on a replacement provision that comes as close as possible to the intent of the original.

17.5 ClientAssist may transfer the Agreement to a third party that takes over its business or the part of it that provides the Service. It notifies the Customer of this in advance, and the Customer may then terminate the Agreement with effect from the date of transfer.