Terms of Service
These Terms of Service, together with any order form or subscription plan referencing them (together, the "Agreement"), are entered into between Flowstate Solutions, the operating entity for Ragtime AI, incorporated in the Netherlands (KVK 42080916), which holds exclusive licence rights to Ragtime AI from De Cloe Advies BV ("Ragtime", "we", "us", or "our"), and the customer that accesses or uses the Services ("Customer", "you", or "your").
We may amend these Terms from time to time by posting an updated version on this page or otherwise providing notice. If you do not agree to an amendment, you must stop using the Services. Continued use after an amendment takes effect constitutes acceptance of it. If you are entering into this Agreement on behalf of an entity, you represent that you are authorised to bind that entity.
1. The Services and licence
"Services" means the Ragtime conversational AI platform, together with the associated web interfaces, APIs, connectors, and documentation that we make available to you. Subject to this Agreement, we grant you a limited, personal, non-exclusive, non-sublicensable, and non-transferable right, during the term, for your authorised users to use the Services and to integrate them into your own applications, products, or services ("Customer Apps") in accordance with the documentation and any limits set out in your subscription.
2. Acceptable use and responsibility
You are responsible for the acts and omissions of your authorised users and end users, and for all activity that occurs under your account. You shall promptly notify us of any unauthorised use. You agree to use the Services only for lawful purposes and in accordance with our acceptable-use standards, and you acknowledge that we may use automated measures (including AI-powered systems) to screen inputs and interactions and to help prevent the generation of content that does not conform to those standards.
3. Restrictions
You shall not, and shall not permit any third party to: (a) use the Services in any manner inconsistent with this Agreement, applicable law, or our acceptable-use standards; (b) make the Services available to third parties except through your Customer Apps as permitted; (c) use the Services to build a product or service that competes with or replicates the Services; (d) introduce malicious code to the Services; or (e) reverse engineer, decompile, or attempt to derive the source code of the Services except to the extent permitted by law.
4. Trials and beta features
We may make free trials, evaluation access, or "beta" features available to you. These are provided for internal testing and evaluation only, on an "as is" basis and without warranty, and may be modified or withdrawn at any time. Where a trial or evaluation period is agreed, it may convert into a paid subscription unless you notify us otherwise before it expires.
5. Intellectual property
As between the Parties, Ragtime retains all right, title, and interest, including all intellectual property rights, in and to the Services and the underlying technology. You retain all right, title, and interest in and to your content and your Customer Apps (excluding the Services as integrated within them). You grant Ragtime a non-exclusive, worldwide, royalty-free licence during the term to use your content as necessary to provide and operate the Services. We will not use your content to train our AI models except where you expressly instruct us to do so (for example, for retrieval-augmented processing configured for your benefit).
6. Customer content
You are responsible for your content and for ensuring you have all rights and consents necessary for us to process it in providing the Services. You represent and warrant that your content and Customer Apps do not infringe the rights of any third party.
7. Third-party and connected services
The Services may incorporate or provide access to third-party tools, models, or platforms ("AI Services"), and may allow you to connect your own applications or models ("Connected Applications"). By using such features you instruct us to share your content with the relevant providers to the extent necessary to enable that functionality, and you agree to comply with any applicable third-party terms. We are not responsible for AI Services or Connected Applications that are not under our control and have no liability for their unavailability or failure.
8. Fees
Where the Services are provided under a paid subscription, you shall pay the applicable fees as set out in your order form. Unless stated otherwise, fees are non-cancellable and non-refundable, are exclusive of taxes, and are payable within the period stated on the relevant invoice. We may suspend the Services for non-payment and may adjust fees on renewal with reasonable prior notice.
9. Data protection
Our Data Processing Addendum ("DPA") applies to our processing of personal data on your behalf and is incorporated into this Agreement. In the event of a conflict, the DPA prevails in relation to the processing of Customer Personal Data. Our handling of personal data is further described in our Privacy Policy.
10. Warranties and disclaimers
Each Party warrants that it has the authority to enter into this Agreement. Except as expressly stated, the Services and any interactions or outputs are provided "as is" and "as available", and to the fullest extent permitted by law we disclaim all other warranties, whether express or implied, including as to satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement. Outputs of AI assistants may contain inaccuracies and should not be relied upon as professional advice.
11. Indemnification
Subject to the limitations below, each Party shall defend and indemnify the other against third-party claims to the extent arising from its breach of this Agreement or, in your case, from your content, Customer Apps, or use of the Services in violation of this Agreement or applicable law. The indemnified Party shall provide prompt notice, allow the indemnifying Party to control the defence, and provide reasonable cooperation.
12. Limitation of liability
Nothing in this Agreement limits liability that cannot be limited by law, including for death or personal injury caused by negligence or for fraud. Subject to that, neither Party shall be liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, or data. Each Party's total aggregate liability arising under or in connection with this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the liability.
13. Term and termination
This Agreement continues for the subscription term set out in your order form and renews automatically for successive terms unless either Party gives notice not to renew. Either Party may terminate for a material breach that remains uncured for thirty (30) days after notice, or upon the other Party's insolvency. On termination, all licences granted to you cease and you must stop using the Services. Provisions that by their nature should survive termination will continue to apply.
14. Confidentiality
Each Party shall keep the other's confidential information confidential, use it only to perform this Agreement, and limit access to those who need to know it and are bound by equivalent obligations. Confidential information excludes information that is or becomes public through no fault of the receiving Party, is lawfully received from a third party, or is independently developed.
15. General
Neither Party is liable for failure to perform due to events beyond its reasonable control. You may not assign this Agreement without our consent, except in connection with a merger or sale of substantially all of your business; we may assign freely. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes prior agreements. Nothing in it creates a partnership, agency, or joint venture.
16. Governing law and jurisdiction
This Agreement and any dispute arising from or in connection with it are governed by the laws of the Netherlands. The Parties submit to the exclusive jurisdiction of the competent courts in the Netherlands.
17. Contact
Questions about these Terms may be directed to legal@ragtime-ai.com, and support enquiries to support@ragtime-ai.com.