Terms & Conditions

General Terms and Conditions

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Chapter Works B.V.

1   DEFINITIONS

In these Terms and Conditions the following definitions shall apply:

Account: the online entity created by a Client and/or User upon registration to access and use the Application Services;

Agreement: the contractual relationship established between the Client and Chapter, which is governed by these Terms and Conditions, under which Chapter will provide Services to the Client;

Application: the mobile application that includes an AI Tool, e-learning platform, offline learning, and digital work processes;

Beta Services: offering any product, feature, or functionality as described in the Services on an early or beta access basis. These Beta Services are provided to the Client and/or Users for testing, feedback, and evaluation purposes before they are officially released or fully integrated into the main Services;

Communication System: any online communication infrastructure, including web-based email, push notifications, bulletin boards, virtual reality, live chat and/or video facilities and email links;

Content: any text, images, audio, video, software, virtual reality, augmented reality, interactive elements, data compilations, algorithms, databases, user-generated content, metadata, animations, designs, graphical elements, documents, and any other form of digital or electronic information that may be stored, transmitted, or displayed on a data carrier;

Chapter: Chapter Works B.V., a private company with limited liability having its registered office in Amsterdam, the Netherlands and registered with the Chamber of Commerce under number 84481889 and its Subsidiaries;

Client: any natural or legal person with whom Chapter has entered into an Agreement;

IP Rights: any and all present and future (worldwide) intellectual property rights that may reside in, be contained in, arise from or relate to the Services, the Platform and the Application, whether or not disclosed, including but not limited to copyrights (including all disclosure and reproduction rights), trademarks, designs, patents, know-how, domain names, trade names, neighbouring rights, trade secrets, methods and database rights, rights to use the name Chapter, including grants and renewals of such rights and all equivalent rights or forms of protection that exist or will arise, whether registered, filed, submitted or applied for that may reside in, be contained in or arising from the Services, the Platform and the Application;

Fee: the fee referred to in clause 4.1, being a subscription fee, or usage based fee;

Own Content: the Content as referred to in article 11.1.;

Parties: the Client and Chapter, each individually or together;

Platform: the online, which is software provided by Chapter as a service, excluding any integrations between the Platform and third-party software;

Service(s): the products and services to be provided by or on behalf of Chapter as described in the Agreement, including but not limited to the use of the Platform and the Application by the Client and User;

Subsidiary: means a subsidiary within the meaning of Article 2:24a of the Dutch Civil Code;

Terms and Conditions: these general terms and conditions, of which the latest applicable version is published on the Website;

Third Party: any other party, not being Chapter, the Client, or User;

Third Party Content: Content owned, controlled and/or provided by Third Parties;

Third Party Services; third-party websites, services or applications that are not operated or controlled by Chapter;

User: an individual who interacts with the Platform and/or Application through tools provided by Chapter. Users are not parties to the Agreement ; 

Subscription Fee: the fee that the Client pays to Chapter for the use of the Services, as referred to in Article 4.1.;

Website: Chapter's website, accessible at https://www.Chapter.ai.

2  APPLICABILITY AND MODIFICATION

2.1 These Terms and Conditions form an integral part of the Agreement and apply to all requests, offers and quotations made by Chapter to a Client in respect of the performance of the Services. By entering into an Agreement  the Client accepts and agrees to be bound by these Terms and conditions.

2.2 Chapter reserves the right to unilaterally amend or supplement these Terms and Conditions at any time. The revised Terms and Conditions will be posted on the Website. These revised Terms and Conditions will be effective and binding on the date that Chapter has published the Terms and Conditions on the Website. In case of material changes, the Client will be notified by email or be brought to the Client’s attention while using the Platform and/or Application.

2.3   If any of the provisions of these Terms and Conditions are declared void or inapplicable by virtue of any law, regulation or ruling of a court of competent jurisdiction, only the provision in question shall be excluded, while the remaining provisions of these Terms and Conditions shall retain their validity.

3  AGREEMENT

3.1 The Agreement is established after the Client has (electronically) signed the Agreement .

3.2   The person entering into the Agreement, will be considered to have the authority to act on behalf of the Client, whether as employee or other authorized party, and will be responsible for any use of the Account in connection with the Services. The person entering into the Agreement represents and warrants to have the full power and authority to enter into the Agreement on behalf of the Client.

3.3   If the Client is a natural person he/she must be at least eighteen (18)  years of age and legally competent to enter into agreements under Dutch law.

3.4 Chapter will provide the Client with an Account. The Account will be accessible by entering a password and email address. In the case of an Agreement with a Client that is a legal entity, Chapter will provide multiple individual Accounts to the Users designated by the Client, which number will depend on the type of the Services.

4  PRICING

4.1 Chapter offers its Services against a periodic license fee, or a usage-based fee, as agreed upon in the Agreement, hereinafter both referred to as the “Fee”,

4.2 Unless otherwise agreed by the Parties in writing, the Fee will remain fixed during the initial term specified in the Agreement, except if the Client exceeds usage limits or if the Client subscribes to additional Services. The Client may be eligible to upgrade its Services tier at any time. The Client may only downgrade their Services tier at the next renewal date by entering into a new Agreement.

4.3 Chapter reserves the right to adjust the Fee(s) at the end of the term specified in the Agreement. In this situation, the Client is entitled to terminate the Agreement  for convenience by providing a written notification to Chapter within thirty  (30) calendar days of being informed of this price increase.

4.4 If there is a substantial increase in price determining factors, such as an increase in labour costs, price increases at (cooperation) partners, or other price determining factors, Chapter is entitled to increase the Fee accordingly before the end of the term of the Agreement. In this situation, the Client is entitled to terminate the Agreement for convenience by providing a written notification to Chapter within thirty  (30) calendar days of being informed of this price increase.

4.5   Chapter offers additional services, the costs of which are separate from the Fee. The pricing details for these additional services are provided on the Website.

5  PAYMENT

5.1 Any payment for the Fee (one-time or in instalments) is made at the Client's discretion and in accordance with the payment options as stated in the Agreement.  

5.2   If the amount due is not received on time, for example as a result of insufficient balance or reversal, the Client will receive an (automatic) reminder in which the Client is given the opportunity to still pay the amount.

5.3   Access to the Services may be blocked as long as the payment obligation has not been fulfilled.

5.4   Chapter is entitled to terminate the Agreement in the event of late payment and  if the Client has not complied with a notice of default sent, without the payment obligation lapsing.

6  OBLIGATIONS AND GUARANTEES OF CHAPTER

6.1 Under the Agreement, Chapter will provide various Services to the Client, including the use of the Platform and/or Application by the Client and User. The specific Services to be provided to the Client will be described in the Agreement.

6.2   As soon as the Agreement  comes into effect, Chapter will provide the Client and Users access to the Services.

6.3   The Services, the Platform, the Application, any Content, Third Party Content, and the Communication System are provided on an ‘as-is’ basis. This means that the Services, the Platform, the Application, any Content, Third Party Content and the Communication System will be provided to all Clients uniformly and with the same standard functionalities, unless the Parties have explicitly agreed otherwise in writing. The Client acknowledges and agrees that the Service only include the functionalities as provided by Chapter. Chapter is under no obligation to add any particular Content or Communication System to the Application and/or Services upon request, unless explicitly agreed otherwise.

6.4   Chapter does not guarantee (i) that the use of the Services, Platform and/or Application by the Client and/or User will produce certain results, such as (but not limited to) obtaining a recognized diploma, securing (permanent) employment, receiving an assignment, or any other form of professional engagement; (ii) that results will be achieved within a specific period of time; (iii) that the Services, the Platform and/or Application will meet the specific expectations or objectives of the Client and/or User; or (iv) that the Services, the Platform and/or Application will be free from errors, interruptions, or other technical issues that may impact the expected outcome.

6.5   Chapter undertakes to provide the necessary infrastructure and technical means to deliver a high-quality Services to the Client, striving to ensure continuity and minimize disruptions as much as reasonably possible. However, Chapter does not guarantee that the Services, Platform, the Application, and/or the Website and Services will be accessible at all times and without interruptions, delays, or technical failures. Chapter cannot be held responsible for (i) failures, malfunctions, or limitations in the Client’s device, operating system, or network connection; (ii) compatibility issues between the Platform and Application on the one hand and the Client’s and/or User’s device, software, or Third Party Content on the other hand; (iii) disruptions caused by maintenance, updates, or external factors beyond Chapter’s control, including but not limited to cyberattacks, force majeure, or actions by Third Parties. The Client is responsible for ensuring that its device meets the technical requirements necessary to access and use the Services..

6.6   Chapter may temporarily take (parts of) the Platform, the Application, the Website, the Content, and/or the Communication System out of use and/or restrict their availability in the context of necessary (technical) maintenance, updates, improvements, security patches, or system optimizations. Chapter aims to carry out such maintenance outside normal working hours as much as possible to minimize disruption for the Client and Users. However, in cases of urgent maintenance, security threats, or unforeseen technical issues, Chapter reserves the right to perform maintenance at any time without prior notice. Chapter will make reasonable efforts to inform the Client in advance of planned maintenance where possible but cannot be held responsible for any inconvenience, loss of data, or interruptions resulting from such maintenance activities.

7  OBLIGATIONS AND GUARANTEES OF THE CLIENT AND USER

7.1 The Client warrants and ensures that the Client and the User will not use the Services, the Platform and/or the Application for any purpose other than as defined in these Terms and Conditions. The Client further guarantees that the Client and the User will not misuse the Services the Platform and/or the Application in any way, including but not limited to:
- engaging in activities that are illegal, fraudulent, and/or infringe upon the rights of Chapter and/or third parties, including IP Rights, privacy rights, and/or contractual obligations;
- distributing, transmitting, or storing harmful, offensive, or unlawful content, including but not limited to malware, viruses, spam, or any other disruptive software;
- attempting to gain unauthorized access to the Platform, the Application, Website, Content, or Communication System, or interfering with the integrity, security, or proper functioning of the Services;
- using the Services, the Platform and/or the Application in a manner that causes disruption, excessive load, or degradation of performance for other Users and/or Third Parties;
- engaging in any activity that could damage the reputation or interests of Chapter and/or Subsidiaries.

7.2 The Client is responsible for ensuring that the Client and User comply with the obligations set out in article 7.1 and acknowledges that any violation may result in immediate suspension or termination of access to the Services, the Platform and/or the Application without prejudice to Chapter’s right to claim damages and take further legal action.

7.3 Any action that takes place through the Account is the sole responsibility and risk of the Client. The Client is responsible and guarantees that the User adheres to the obligations set forth in these Terms and Conditions, including maintaining the confidentiality of login credentials. The Client must ensure that appropriate measures are taken to prevent unauthorized access, such as using strong passwords, not sharing account details with Third Parties, and monitoring the Account for any suspicious activity.

7.4 If the Client and/or the User suspect, should reasonably suspect, or become aware of any unauthorized access, misuse, or fraudulent activity related to their Account, the Client must report this to Chapter as soon as possible. Upon receiving such a report, Chapter will take appropriate measures, which may include temporarily suspending the Account, resetting credentials, or implementing additional security protocols.

8  BETA SERVICES

8.1 Chapter makes no representations or warranties for Beta Services. The Beta Services may not be fully functional, may contain bugs or errors, or may be subject to changes, modifications, or limitations. Chapter expressly disclaims all warranties for Beta Services, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or implied enjoyment, and any warranties arising out of a course of dealing or customary business practice. By using the Beta Services, the Client acknowledges that these features are in development and may not meet the same standards of stability, performance, or reliability as fully released Services. Client and Users may be asked to provide feedback on their experience with the Beta Services, and such feedback may be used to improve or refine the Services, the Platform, and/or the Application. Chapter makes no guarantees regarding the availability, continued access, or future availability of Beta Services and reserves the right to discontinue or modify them at any time without prior notice.

9  LIABILITY AND INDEMNITY

9.1 Chapter is not liable to the Client for any indirect damages, including those relating to, following from, or in connection with any and all acts or omissions in relation to the Services, the Platform, the Application, the Content and/or related services of Chapter. This applies to all indirect damages, including, but not limited to loss of actual or anticipated profit, loss of revenue, business opportunities, loss of anticipated savings, loss or incorrectness of data, the cost of purchasing alternative services to mitigate and/or correct defects in the Services.

9.2   The total liability of Chapter to the Client for any direct damages, including those relating to, following from, or in connection with any and all acts or omissions in relation to the Services, the Application, the Content and/or related services of Chapter, is limited to a maximum of the total sum of the fees that were invoiced during the three (3) months prior to the first event giving rise to such liability. In no event will the total liability of Chapter during a year exceed EUR 10.000,

9.3   Chapter is not liable for damages, of any nature whatsoever, in the following events:
- the damages are incurred during any period in which the Services are provided free of charge;
- the damages are caused by Chapter or a Third Party engaged by Chapter relying on incorrect and/or incomplete information provided by the Client and/or User;
- the damages are caused by incorrect use, reckless use, or misuse of the Application by the Client and/or User;
- the damages are caused by a software error in or integration to the Application or Services that directly follows from an act or omission from a Third Party.

9.4   Chapter will not be responsible for any damage in case of force majeure as set out in article 6:75 of the Dutch Civil Code. A force majeure includes but is not limited to an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage, government restrictions (pandemic restrictions); or any other event outside the reasonable control of the obligated Party. Chapter will use reasonable efforts to mitigate the effect of a force majeure event.

9.5   The limitations of liability described in this clause are not applicable if:
- the damages are the result of Chapter’s wilful intent or gross negligence; or
- for as far Chapter is not allowed under applicable law to limit its liability.

9.6   In case of any Third Party claim, including penalties of supervisory authorities, the Client hereby indemnifies, defends Chapter and its Subsidiaries and holds Chapter and Chapter’s Subsidiaries harmless against such claims if a claim is based upon or arises out of the following actions by the Client and/or Users:
- any breach of the Agreement , including these Terms and Conditions;
- any breach of applicable laws and regulations, including any data protection and intellectual property laws and regulations;
- the use by the Client and/or Users of the Services and/or any Third Party Services.

9.7 If the Client becomes aware of such claim, the Client will notify Chapter immediately. In this case, the Client will provide Chapter with all information and assistance reasonably requested by Chapter to handle the defense of the claim. The Client will not accept any settlements that (i) impose an obligation on Chapter; (ii) require Chapter to make an admission; (iii) impose liability not covered by these identifications; or (iv) place restrictions on Chapter without prior written consent.

10   INTELLECTUAL PROPERTY

10.1  The IP Rights with respect to the Services, the Platform, the Application, the Content and the Communication System, are vested in Chapter and/or its licensors and/or its suppliers. Nothing in these Terms and Conditions is intended to transfer any IP Rights to the Client and/or User.

10.2  For the purpose of using the Services and for the duration of the Agreement, Chapter grants to the Client and the a limited, personal, revocable, non-exclusive, non-sub-licensable, non-transferable right to access and use the Services, including the Platform, the Application, the Content and the Communication System. Chapter grants the same right to the persons selected by the Client as Users. The Client is not granted a license to or any other rights in relation to the source code of the Application. or to any parts thereof, nor will the Client be entitled or granted access thereto.

10.3 User shall not perform any acts that may infringe the IP rights of Chapter.

10.4  All information, materials and/or documents, excluding Third Party Content, that the Client and/or User provide to Chapter in connection with the Services shall remain the property of Client and/ or User, as the case may be, unless agreed otherwise Chapter obtains a free, worldwide, perpetual, irrevocable, non-cancellable, unrestricted sublicensable and transferable license to use and process such information, materials and/or documents used and edited in connection with the Services, the Platform and the Application

11 OWN CONTENT

11.1 The Client shall at all times remain the owner of and responsible for the content uploaded by the Client and User (the “Own Content”) to the Application. By uploading Own Content, the Client declares that such Own Content does not infringe the rights of Chapter and Third Parties and complies with all applicable laws and regulations.

11.2   The Own Content uploaded by the Client and/or User is accessible only to the relevant Client and/or User, as the case may be who uploaded the Own Content, unless the Client and/or User explicitly sets up other access options, such as sharing the Own Content with other Users within the Application. Chapter will not provide access to the Own Content to Third Parties without the prior consent of the Client, unless required by law or court order.

11.3   Chapter shall keep Own Content as long as it is necessary for the provision of the Services as long as the Client and/or relevant User has an active Account. If the Client and/or User cancels his/her account or if the Client terminates the Agreement, the Own Content may be deleted, unless a longer retention period is required by law or other contractual obligations.

11.4   Despite the technical measures Chapter takes to ensure the security of the Own Content, Chapter cannot be held liable for loss or damage to Own Content.

12 LIABILITY FOR THIRD-PARTY CONTENT AND THIRD PARTY SERVICES

12.1   The Services, the Platform, and/or the Application may access, display or otherwise make available Third Party Content. Chapter does not control, verify, or endorse Third Party Content provided by external sources. The inclusion and/or display of Third Party Content within the Services, the Platform and/or the Application does not imply endorsement and/or affiliation with such third parties. Chapter does not guarantee that the accuracy, completeness or reliability of Third Party Content, and Third Party Content is provided “as is” without any warranty, express or implied.

12.2  The Services, the Platform and/or the Application may also link to or reference Third-Party Services. Chapter does not monitor, control, or take responsibility for the availability, content, accuracy, legality, and/or functionality of these Third-Party Services. Any access to and use of Third-Party Services is at the Client's and User’s own risk, and Chapter makes no representations or warranties regarding the quality, reliability, or safety of such services.

12.3  By using Third-Party Services, the Client agrees and ensures that the User agrees to comply with all applicable terms and conditions, privacy policies, and any other requirements set forth by the Third-Party provider of the relevant Third-Party Services. Chapter is not liable for any damages, losses, or issues that arise from the use of Third-Party Services, including but not limited to technical problems, financial losses, data breaches, or disputes with such Third Party providers.

12.4  The Client agrees to indemnify, defend and hold Chapter and its Subsidiaries harmless from any claims, losses, liabilities, damages and/or costs (including reasonable attorneys' fees) arising from your use of Third Party Content or Third Party Services, and/or from any reliance on the information provided by such Third Parties.

13 DATA PROTECTION

13.1   The Client acknowledges and agrees that Chapter qualifies as a data controller with respect to the personal data it processes of (employees of) the Client and Users in relation to the provision of the Services. Chapter will strive to the best of its ability to ensure that the Application and Services comply with applicable data protection laws and regulations,

13.2  Chapter is not liable for any fines, claims, actions or disputes regarding its use of data of the Clients and Users, including personal data, for its obligations under the Agreement.

13.3  The Client qualifies as data controller with respect to the personal data of the Client and/or Users it collects and processes via the Application. The Client shall comply with applicable data protection laws and regulations, including the GDPR, with respect to the processing of such personal data. The Client represents and warrants that applicable data protection laws and regulations are not violated by the processing of these personal data by Chapter in the context of the provision of Services.

13.4  The Parties agree to provide reasonable cooperation to each other in order to ensure personal data is processed in accordance with applicable data protection laws and regulations. The Client shall inform the data subjects whose personal data is included in the processing activities by Chapter and shall relay any data subject requests pertaining to the Application and/or the Services, such as a request to access personal data, to Chapter.

13.5  Chapter provides the  Services, the Platform and the Application in the European Economic Area (EEA). Insofar the Client wishes to transfer personal data on the Platform and/or Application outside the EEA, for example by making the Platform and/or Application available to Users outside the EEA, the Client shall ensure that personal data is transferred outside the European Union in accordance with applicable data protection laws and regulations.

14 COMMUNICATION

14.1    Any communication between Chapter and the Client must be in writing (which includes email), unless explicitly stated otherwise in the Agreement.

14.2  The version of the communication in question stored by Chapter will serve as evidence thereof, unless the Client submits proof to the contrary.

14.3  All communications relating to the Agreement (including changes, objections, cancellation) must be made exclusively in writing to Chapter via info@chapter.works.

14.4  Messages concerning the Agreement sent by the Client by other means will not be considered valid.

14.5  Any press releases, publications, or other communications regarding the Agreement, or matters arising from it, including the manner of such communications, require Chapter’s prior written approval.

15 DURATION AND TERMINATION OF THE AGREEMENT 

15.1   Agreements shall be concluded for a duration of twelve (12) months. Thereafter, they shall be automatically renewed unless terminated at least one month in advance. For Clients that are legal entities, the agreement will be renewed for another fixed term of twelve (12) months and cannot be terminated prematurely. For Clients who are natural persons, the agreement will be renewed for an indefinite period and can be terminated on a monthly basis.

15.2  The User (natural person) may cancel the Agreement in writing within 14 calendar days after entering into the Agreement, free of charge and without providing any reasons. This right of cancellation applies only if the Services, the Platform, and the Application have not yet been fully used or accessed.

15.3  Upon termination of the Agreement for any reason, the right to use the Services, the Platform and the Application will immediately expire and access to the Platform and the Application will be denied, and the Account, including any messages in the Communication System, will be deleted. Any monies already paid will not be refunded, unless otherwise agreed between Chapter and the Client. If applicable, Chapter may provide the Client with an opportunity to export certain data or information from their Account before the deletion process is completed.

16 APPLICABLE LAW AND COMPETENT COURT

16.2  All Services, rights, obligations, offers and Agreements to which these Terms and Conditions apply are governed exclusively by Dutch law.

16.3  All disputes between User and Chapter will be submitted to the competent court in Amsterdam.