Terms of Service

Ardion: the private limited company Solidflow B.V., trading as Ardion, registered in the Netherlands under Chamber of Commerce (KvK) number 92757103, with its registered address at Klompenmakersstraat 3K, 8601 WR Sneek, The Netherlands.

Customer: the legal entity, or natural person acting in the exercise of a profession or business, that enters into, or wishes to enter into, an Agreement with Ardion.

Users: the natural persons who are given access to the Service under the Agreement.

Service: all products and services that Ardion provides to the Customer under the Agreement, including its online software and all functionality offered through it.

Agreement: the agreement between Ardion and the Customer on the use of the Service, of which these Terms form part.

Customer Data: all data, content and files that the Customer or its Users enter, upload or connect to the Service, or that are created in the Service on their behalf.

Usage Data: data about how the Service is accessed, used and performs.

Third-Party Services: services, software and AI assistants not provided by Ardion that the Customer connects to or uses with the Service.

These Terms apply to every Agreement and to all use of the Service.

Purchasing conditions or other terms of the Customer do not apply.

Deviations from these Terms are only valid if agreed in writing.

These Terms, together with the documents they refer to, form the entire agreement between Ardion and the Customer on the Service, and replace any earlier terms on the Service.

Ardion may amend these Terms. Material changes are announced by email or in the Service before they take effect. Continued use of the Service after that date constitutes acceptance of the amended Terms.

To use the Service, the Customer registers with Ardion or through a reseller or other intermediary. The Agreement is formed when the Customer accepts these Terms during registration or otherwise accepts the offer of Ardion.

The person who registers on behalf of the Customer warrants that they are authorized to bind the Customer to the Agreement.

The Service is offered exclusively for business use. By entering into the Agreement, the Customer confirms that it acts in the exercise of a profession or business and not as a consumer.

The Customer provides Ardion in time with all information and cooperation reasonably required to perform the Agreement, and is responsible for the accuracy of that information.

If the Customer or any of its Users fails to comply with the Agreement or these Terms, Ardion may suspend performance or terminate the Agreement without notice of default, and may charge the Customer for the costs and damage it incurs as a result.

The Customer is responsible for the use and correct application of the Service within its organization.

The Customer is solely responsible and liable for the content and accuracy of Customer Data. Ardion may remove or block Customer Data that is unlawful or that may lead to liability for Ardion.

The Customer has access to Customer Data only during the term of the Agreement. After the Agreement ends, Ardion is not obliged to provide Customer Data or access to it.

The Customer is solely responsible for any statutory retention obligations. The Service offers the Customer the option to export its data.

Ardion secures Customer Data against loss, damage and destruction to the extent commercially reasonable.

Ardion may change the Service during the term of the Agreement and is not obliged to retain all existing functionality in new releases. Ardion will act reasonably and announce changes that have a material impact on the Customer in advance.

Ardion may temporarily interrupt the availability of the Service for maintenance, improvements or updates, and aims to do so with as little disruption to Users as possible.

The Customer obtains a non-exclusive, non-transferable right to use the Service during the term of the Agreement, solely for internal business purposes within its own organization and for the purpose for which the Service is intended.

The Customer may not infringe the intellectual property rights of Ardion in any way, through its use of the Service or otherwise.

The Customer may not transfer its right of use or make the Service available to third parties without the written consent of Ardion.

All intellectual property rights in the Service, and those arising from the work of Ardion, remain with or accrue to Ardion. Ardion may freely use any feedback or suggestions about the Service.

Usernames and passwords of Users are strictly personal. The Customer is responsible for the proper use of the credentials issued to its Users.

The Customer and its Users may not:

• access the systems of Ardion other than through the interfaces the Service provides;
• disrupt or delay the Service in any way, or place an unreasonable load on it;
• view, change, copy or delete data of third parties in the Service without their permission;
• reverse engineer, decompile or disassemble the Service;
• use the Service for purposes other than those for which it is intended;
• circumvent usage limits, access controls or other security measures of the Service;
• upload or transmit viruses or other malicious software;
• use the Service in a way that infringes the rights of third parties or any statutory or contractual provision.

If the Customer gives Users access to the Service, it ensures that they comply with these Terms.

In case of a breach of this article, Ardion may suspend access to the Service immediately.

The Service uses artificial intelligence. Output generated with it may be incomplete or incorrect, and the Customer reviews it before relying on it.

Third-Party Services are governed by their own terms and privacy policies. The Customer ensures that it is authorized to connect each Third-Party Service and to let the Service act in it.

Actions in Third-Party Services that the Customer or its Users instruct, approve, automate or schedule through the Service are performed on behalf of and at the responsibility of the Customer, including any costs those actions incur.

Ardion is not responsible for the availability, operation or changes of Third-Party Services.

Customer Data remains the property of the Customer.

The Customer grants Ardion a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data to the extent necessary to provide, maintain, secure and support the Service, including sharing it with Third-Party Services the Customer has connected when the requested work requires it.

Ardion owns Usage Data and may create anonymized, aggregated data from the use of the Service. Ardion may use both for any lawful purpose, provided that they do not identify the Customer, its Users or any individual.

Data received from Third-Party Services is only used as described in the Privacy Policy.

Where Ardion processes personal data on behalf of the Customer in performing the Agreement, Ardion acts as processor and its data processing agreement forms part of the Agreement. The current version is available on request.

How Ardion processes personal data for its own purposes is described in the Privacy Policy.

The Service is not a backup service. The Customer keeps its own copies of any Customer Data it needs.

Ardion may set retention periods for data stored in the Service and delete data that is older than those periods. The current retention periods are published in the Privacy Policy or in the Service.

New or shorter retention periods are announced at least 30 days before they take effect.

Ardion may delete Customer Data that exceeds the usage limits of the Customer’s plan, or that is stored in breach of article 6, after notifying the Customer.

Ardion makes reasonable efforts to have the Service function as described in the offer and in the Service itself, but does not guarantee that the Service will always operate without errors or interruptions.

Ardion maintains the Service during the term of the Agreement. Maintenance includes fixing material errors and, at the discretion of Ardion, improving or changing functionality. Ardion decides at its discretion whether a reported issue is a material error.

The Customer reports errors in writing without delay, and no later than ten days after discovery. Ardion will make efforts to resolve reported errors or to suggest a workaround.

Unless stated otherwise, all amounts are in euros and exclusive of VAT and other government levies.

Ardion may change its prices. Price changes are announced at least 30 days before they take effect and apply from the next invoice.

Ardion may require prepayment or a direct debit mandate. Any costs related to these are borne by the Customer.

The Customer pays each invoice within 14 days of the invoice date, without any discount or set-off.

All judicial and extrajudicial costs Ardion incurs to collect payment are borne by the Customer. Extrajudicial costs are set at 15% of the amount due, unless higher costs are demonstrated.

The Customer must dispute an invoice in writing, stating reasons, within 14 days of the invoice date, after which the right to dispute it lapses. A dispute does not suspend the payment obligation.

If the Customer obtains the Service through a reseller or marketplace, that party’s terms also apply to the purchase and payment.

Ardion is only liable for damage as described in this article. The limitations in this article do not apply if the damage results from intent or deliberate recklessness of the management of Ardion.

If Ardion attributably fails to perform the Agreement, it is only liable for replacement damages, up to the value of the performance not delivered. This compensation is limited to 50% of the amount invoiced under the Agreement in the three months preceding the event that caused the damage.

Ardion is never liable for consequential damage, including lost profit and lost savings, damage due to delay, damage due to loss of data, or damage resulting from information or advice that is not expressly part of the Agreement.

Ardion is not liable for damage arising from output generated with artificial intelligence, from actions referred to in article 7.3, or from the Customer granting third parties access to Customer Data, including through a connection provided by the Service.

The Customer must report any claim for damages to Ardion in writing, with substantiation, within six weeks after the damage arose or became known, failing which any right to compensation lapses.

Ardion is not obliged to perform any obligation if it is prevented from doing so by a circumstance not attributable to it (force majeure), including failures of communication infrastructure, viruses, and failures of Third-Party Services or other software not managed or developed by Ardion.

The Customer indemnifies Ardion against all third-party claims relating to Customer Data, Third-Party Services the Customer connects, actions referred to in article 7.3, or a breach of these Terms by the Customer or its Users.

The limitations in this article also apply to third parties who perform part of the Service on behalf of Ardion.

Ardion and the Customer keep confidential all information of the other party that they know, or should reasonably understand, to be confidential, both during and after the Agreement. Such information may only be used to perform the Agreement.

This obligation does not apply to information that is publicly available, was already lawfully known to the receiving party, or must be disclosed by law.

Both parties impose equivalent confidentiality obligations on their staff and on any third parties they engage.

Unless agreed otherwise, the Agreement is entered into for a period of twelve months and is then renewed each time for a further twelve months. The Agreement can be terminated in writing by the end of the current term, with a notice period of one month for the Customer and six months for Ardion.

Without prejudice to article 4.2, Ardion may terminate the Agreement with immediate effect, without any obligation to compensate or to refund fees already paid, if:

• the Customer is in default of its payment obligations;
• the Customer files for bankruptcy or suspension of payments, or is declared bankrupt or granted suspension of payments;
• the Customer applies for or is admitted to the statutory debt rescheduling scheme (WSNP);
• the Customer or its business is liquidated or discontinued.

After the Agreement ends, Customer Data is deleted as described in the Privacy Policy, unless retention is required by law. If the Agreement ends because of the Customer’s bankruptcy, Ardion may retain Customer Data for six months on behalf of the receiver.

Ardion may transfer its rights and obligations under the Agreement to a third party.

If a provision of these Terms proves to be invalid, the other provisions remain in full force. Ardion will then replace the invalid provision with one that comes as close as possible to its purpose.

The records of Ardion of communication with the Customer serve as evidence, subject to proof to the contrary by the Customer.

Obligations that by their nature are intended to continue after the Agreement ends remain in force after it ends.

The Customer grants Ardion a non-exclusive, royalty-free, worldwide license to use the Customer’s name, logo and other branding to identify the Customer as a customer of Ardion and to promote Ardion and its services, including on its website and in marketing materials, without further permission.

The Customer may withdraw this license at any time by email to info@ardion.io. Ardion will then stop using the Customer’s branding in new materials and remove it from its own channels within a reasonable period, but is not obliged to recall materials already published.

The Agreement and these Terms are governed by Dutch law.

Disputes that cannot be resolved by mutual agreement are submitted exclusively to the competent court in the district where Ardion has its registered office, unless mandatory law provides otherwise.

Questions about these Terms can be sent to info@ardion.io.