1. Background
By subscribing to Elevant.AI services (the “Services”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).
Elevant.AI is a company that provides a Structured AI Methodology Platform (the “Software”). It is an engine that encodes expert methodologies once and deploys them to entire teams, instantly, at consistent quality, in a confidential and secure environment. Elevant.AI covers the full engagement lifecycle, from As-Is diagnosis to To-Be modelling, gap analysis, roadmap design, and project management, across 8 domains and 150+ methodologies.
This Agreement outlines the terms and conditions under which the Customer will access and use the Software.
2. Definitions
The terms with capital letter shall have the meaning set out in this article 2, unless the context explicitly states otherwise:
“Services” means the services provided through the Software, covering all structured AI methodology domains available within the Software, including business transformation, strategy design, enterprise architecture, change management, and any other domains made available by Elevant.AI from time to time.
“Agreement” means the general terms and conditions set out in this document, including any annexes attached thereto.
“Software” means the AI-based software solution developed by Elevant.AI, as well as the applicable user documentation.
"User" means any individual authorized by the Customer to use the Services, including but not limited to employees, contractors, and third parties.
"Project" refers to a single session with the AI that includes multiple exercises and documents. Knowledge and information are strictly segregated between Projects.
"Fees" means the amounts payable by the Customer as outlined in this Agreement.
“Bug” means any failure of the Software that results in a complete stop and is not caused by a defective configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Elevant.AI.
“Data Protection Legislation” means (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC ("GDPR"), (b) the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, (c) all other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable.
“Freemium” means the free access tier of the Software, which provides access to all methodologies subject to a limited number of actions. No payment is required for Freemium access.
“Subscription” means the paid recurring access right to the Software, available on a monthly or yearly basis, as further described in article 4.
“Credits” means the digital tokens consumed when performing actions within the Software. Credits are shared across all Users of the same account and never expire.
3. Access to the Software
Elevant.AI grants the Customer a non-exclusive and non-transferable right to access and use the Service for the Customer's internal business purposes for the duration of the Subscription.
The right to access the Services does not include the right to modify, copy, translate, distribute or in any other way exploit the Service and/or the Software, whether commercially or not, for any other purpose than its internal business purposes.
4. Fees and Payment Terms
4.1. Standard Fees
4.1.1. Software Access Tiers
The Customer shall access the Software under one of the following two mutually exclusive tiers:
(a) Freemium. The Customer may access the Software free of charge. Freemium access extends to all methodologies available within the Software, subject to a limited number of actions. No payment is required for Freemium access.
(b) Subscription and Credits. The Customer may subscribe to paid recurring access at 99€ per User per month (excl. VAT), billed monthly or annually, on a prepaid basis. A Subscription is required to access the Software beyond the Freemium action limits. In addition to a Subscription, the Customer may purchase Credit Packs on a prepaid basis. Credits are shared across all Users of the same account, never expire, and are available in packs of varying sizes. A Subscription and any Credit Packs purchased thereunder are distinct from, and independent of, any Professional Services as described in article 4.1.2 below.
4.1.2. Professional Services
Professional Services — including methodology configuration and training — are available to the Customer at any time, irrespective of the access tier in place under article 4.1.1, and whether or not the Customer holds a Subscription or any Credit Packs. Professional Services are not bundled with, and do not form part of, any Subscription or Credit Pack.
4.2. Payment Terms
User Subscriptions are automatically renewed at the anniversary date of the Subscription. If the Customer has saved payment card information, the renewal payment will be processed automatically.
If a Subscription payment is not received within 15 calendar days after the renewal date, the account will be suspended. During the suspension period, no User of the account will be permitted to connect to or use the Software.
The Customer may cancel their Subscription at any time. Upon cancellation, access to the Software will remain available until the end of the paid Subscription period (month or year, as applicable). No refund will be issued for the remaining period.
Remaining Credits at the end of a Subscription period are not refunded.
The Customer may add additional Users to the account at any time. The fee for additional Users will be calculated pro-rata for the remaining period of the current Subscription.
The Customer may remove Users from the account at any time. No refund will be issued for the remaining period of a removed User’s Subscription.
4.3. Taxes
All fees and charges are exclusive of all applicable federal, provincial, state, local or other government taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Elevant.AI is legally obliged to pay or collect Taxes for which the Customer is responsible.
5. Support and maintenance services
5.1. Bug Fixing Services
For the duration of this Agreement, Elevant.AI commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer and to start handling such Customer submissions within 2 business days.
As soon as a Bug is fixed, an appropriate remedy will be communicated to the Customer and installed on the Software.
Both parties acknowledge that as specified in the 11.3. Limitation of Liability section of this Agreement, Elevant.AI cannot be held liable for Bugs in the Software.
5.2. Security Update Services
For the duration of this Agreement, Elevant.AI commits to sending a “Security Advisory” to the Customer for any security Bug that is discovered in the Software, at least 2 weeks before making the Security Advisory public, unless the Bug has already been disclosed publicly by a third party. Security Advisories include a complete description of the Bug, its cause, its possible impacts on the customer’s systems, and the corresponding remedy.
The Customer understands that the Bug and the information in the Security Advisory must be treated as Confidential Information as described in article 9 during the embargo period prior to the public disclosure.
5.3. Service Levels
For the duration of this Agreement, Elevant.AI commits to providing at least the following services:
- 99% Availability
- Grade A SSL (HTTPS) encryption of communication
- Automated and verified backups
5.4. Support Services
For the duration of this Agreement, the Customer may send an unlimited number of support requests free of charge, exclusively for questions regarding Bugs (see 5.1. Bug Fixing Services).
Any other question or request regarding the use of the Software or regarding best practices for business transformation will be invoiced at the consulting rate (see 4.1. Standard Fees).
6. Customer obligations
The Customer agrees to:
1. Use the Services in compliance with all applicable laws.
2. Take all reasonable measures to keep their accounts secure, including by choosing a strong password and not sharing it with anyone else.
3. Maintain the confidentiality and security of account credentials.
4. Provide accurate and complete information for account setup and Service use.
5. Appoint 1 dedicated Customer contact person for the entire duration of the Agreement.
6. Provide written notice to Elevant.AI 30 days before changing their main point of contact.
7. Confidentiality
All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure shall constitute Confidential Information. In particular, any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
The following types of information shall not constitute confidential information:
i. information lawfully obtained from a third party;
ii. information lawfully known to a Party prior to the entering into the Agreement;
iii. information that entered the public domain through no act or omission of a Party;
iv. information developed independently without violating the Agreement.
For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
8. Personal Data Protection
Each Party shall, at all times, comply with its respective obligations under all applicable Data Protection Legislation in relation to all personal data that is being processed under the Agreement in relation to the Services. Insofar Elevant.AI, in its capacity of processor, would process personal data on behalf of the Customer, the Customer will, in its capacity of controller, remain responsible for setting out the purpose and means of the processing and Elevant.AI will respect all reasonable instructions provided by Customer in relation thereto.
9. Intellectual Property Rights
All intellectual property rights in the Elevant.AI solution remain the sole property of Elevant.AI.
The Customer agrees not to reverse engineer, decompile, or otherwise attempt to derive the source code or the AI prompts of the Services and/or the Software.
Publicity
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide licence to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.
Customer Data Ownership
All content generated by Elevant.AI based on the Agreement is the property of the Customer. The Customer is strongly advised to carefully review generated content before using it in professional, customer facing reports.
Data Protection
Elevant.AI guarantees the strict segregation of information between Projects, unless the information is explicitly shared by the Users between Projects.
Elevant.AI complies with OpenAI API terms, ensuring that data shared via the API is not used to train AI models.
10. Termination
The Customer may terminate this Agreement by providing 30 calendar days written notice. No fee paid by the Customer will be refunded, not even pro-rata of the remaining term.
In the event that either Party fails to fulfil any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Upon termination, the Customer’s access to the Services will be revoked. Any Customer data will be returned or deleted as requested.
The sections “7. Confidentiality”, “11.2. Disclaimers”, “11.3. Limitation of Liability” and “13. General Provisions” will survive any termination or expiration of this Agreement.
11. Warranties, Disclaimers & Liability
11.1. Warranties
Elevant.AI owns the copyright on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a license compatible with the access to the Services.
For the duration of this Agreement, Elevant.AI commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards. The Customer’s sole and exclusive remedy and Elevant.AI’s only obligation for any breach of this warranty is for Elevant.AI to resume the execution of the Services at no additional charge.
11.2. Disclaimers
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
Elevant.AI does not warrant that the Software complies with any local or international law or regulations.
The Software incorporates generative artificial intelligence (“GenAI”) technology. By its inherent nature, GenAI technology may produce outputs that are inaccurate, incomplete, misleading, or otherwise erroneous. Elevant.AI makes no warranty, express or implied, as to the accuracy, completeness, reliability, or fitness for any particular purpose of any content or output generated by the Software.
The Software is a decision-support tool exclusively. It does not, and is not designed or intended to, take decisions on behalf of the Customer, any User, or any third party. All outputs generated by the Software shall be regarded as informational suggestions only and shall not be construed as professional advice of any kind, whether legal, financial, strategic, operational, or otherwise.
The Customer assumes sole and full responsibility for reviewing, validating, and, where necessary, correcting all outputs generated by the Software prior to any use thereof. The Customer acknowledges that it is solely responsible for any decision made, or action taken, in reliance on outputs generated by the Software. Elevant.AI shall bear no liability whatsoever for any damages, losses, or consequences of any nature arising from, or in connection with, the Customer’s use of, or reliance on, any output generated by the Software without adequate prior review and validation.
11.3. Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of Elevant.AI together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will Elevant.AI or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort or otherwise, even if Elevant.AI or its affiliates have been advised of the possibility of such damages, or if Elevant.AI or its affiliates’ remedy otherwise fails of its essential purpose.
The Customer waives all non-contractual claims against Elevant.AI and its auxiliary persons, except:
- in case of fraud;
- in case of an impairment of physical or psychological integrity or of a fault committed with the intent to cause damage.
11.4. Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
12. Non-solicitation
Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of the Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of 30.000€.
13. General Provisions
13.1. Governing Law
This Agreement and all Customer orders will be subject to Belgian law. Any dispute arising out of or in connection with this Agreement or any Customer order will be subject to the exclusive jurisdiction of the Antwerp Business Court, division Mechelen (Belgium).
13.2. Severability
In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.