Terms of service
Draft. Our legal adviser is still reviewing this text, so it is not final and binds no one yet. Parts in [square brackets] are still open. Questions go to [email protected].
These terms apply to the use of Temperate. Temperate is offered by [Temperate B.V.], registered with the Dutch Chamber of Commerce under number [KVK number], with its office at [address] ("Temperate", "we"). The organization that signs up for Temperate is the "customer".
1. Who these terms are for
1.1 Temperate is for businesses and organizations, not for consumers. By signing up, the person who signs up confirms that they act for the customer and may bind it.
1.2 These terms, [the order or the plan chosen in the app] and the data processing agreement at temperate.works/legal/dpa together form the agreement. If they conflict, the data processing agreement prevails on personal data, then the order, then these terms.
1.3 General terms of the customer do not apply.
2. The service
2.1 Temperate is an online workplace where people and AI agents work together: chat, agents that do tasks, a memory of the organization, files, and connections to systems the customer uses.
2.2 Temperate keeps developing. We may change, add or remove features. We tell the customer in advance when a change takes away something it relies on.
2.3 During [the beta or the design-partner period], parts of Temperate may be incomplete or change at short notice. [Design partners get the agreed extra terms in their order.]
3. Accounts and users
3.1 The customer decides who gets access: owners, admins, members and guests from outside the organization. The customer answers for what its users and guests do in Temperate.
3.2 Users keep their sign-in details secret and use two-factor authentication where the customer requires it. The customer tells us at once when it suspects misuse.
4. Acceptable use
4.1 The customer and its users do not use Temperate to:
- break the law or the rights of others;
- send spam, malware or content that is unlawful;
- attack, overload or probe Temperate or other customers;
- get around limits, security or the agent's questions before actions;
- copy Temperate or use it to build a competing service or model.
4.2 We may suspend access when a user breaks this article and it puts Temperate, other customers or third parties at risk. We tell the customer, unless the law or the risk prevents that.
5. AI agents and their output
5.1 Answers and actions of Temperate come from AI models. They can be wrong, incomplete or out of date. The customer checks what matters before it relies on it.
5.2 Agents ask before they take an action that the product marks as needing approval. The customer decides what its agents may do and which systems they may use.
5.3 Temperate tells people that they deal with an AI system where the law requires it, and marks content it generates where the law requires it. The customer is responsible for the content it publishes or sends to others with Temperate.
6. Customer data
6.1 The customer keeps all rights to the data it and its users put into Temperate ("customer data"). The customer gives Temperate the right to use customer data only to provide, secure and support the service.
6.2 We do not use customer data to train AI models, and our AI providers do not either.
6.3 We process personal data in customer data as a processor, under the data processing agreement.
6.4 The customer makes sure it may put the customer data into Temperate, and has a legal basis for any personal data in it.
7. Connected systems
7.1 The customer chooses which systems it connects, such as email, accounting or a CRM, and gives Temperate access to them. The terms of those systems apply between the customer and their provider.
7.2 Temperate acts in a connected system only as the customer's users allow, and within the rights the customer gave.
8. Fees, trial and payment
8.1 The fees are those of the plan in the app or the order. Prices exclude VAT.
8.2 A trial is free for [14 days] and needs no card. After the trial, the customer chooses a plan or the trial ends.
8.3 We invoice [monthly or yearly] in advance. Invoices are due within [14 days]. When an invoice is not paid on time, we may send a reminder and then suspend access after [14 days'] notice.
8.4 We may change prices with [30 days'] notice before the next period. The customer may end the agreement before the new price applies.
8.5 Each plan includes usage within fair limits. We tell the customer when it nears a limit; running work is not stopped [as described in the app].
9. Term and ending
9.1 The agreement runs for the period of the chosen plan and renews for the same period, unless the customer or Temperate ends it before the next period.
9.2 Either party may end the agreement at once when the other seriously breaches it and does not fix the breach within [30 days] after a written notice, or when the other goes bankrupt.
10. Switching to another provider
10.1 The customer may at any time ask to switch to another provider, or to its own systems, with at most two months' notice.
10.2 After the notice, a transition period of at most 30 days starts. When that is technically not possible, we tell the customer within 14 working days and say how long we need, at most seven months. The customer may extend the transition period once.
10.3 During the switch we help the customer, keep the service running and keep the data secure.
10.4 The customer can export: [the exhaustive list of exportable data and digital assets, such as chats, files, memory records, agents and their settings, and usage history], in [formats]. Not exportable: [for example Temperate's own software and models].
10.5 After the transition period, the customer has at least 30 days to retrieve its data. After that, the agreement ends and we erase the customer data as set out in the data processing agreement.
10.6 We charge no switching costs other than [the direct costs, until 12 January 2027]; after that date we charge none.
11. Data after the end
11.1 Outside a switch, the customer can export its data until [30 days] after the end. After that we erase it, and backups expire within [period].
12. Availability and support
12.1 We aim to keep Temperate available at all times, but do not guarantee it. We announce planned maintenance in advance where we can.
12.2 Support is by email at [support address], on working days.
13. Intellectual property
13.1 Temperate keeps all rights to the software, the models it makes and the documentation. The customer gets a right to use Temperate for the term of the agreement.
13.2 We may use feedback from the customer to improve Temperate, without using customer data.
14. Confidentiality
14.1 Each party keeps the other's confidential information secret and uses it only for the agreement. This does not apply to information that is public, or that the law requires a party to share.
15. Liability
15.1 Our total liability per year is limited to the fees the customer paid in the [12 months] before the event.
15.2 We are not liable for indirect loss, such as lost profit, lost data that the customer could have exported, or reputational damage.
15.3 These limits do not apply to loss caused by the intent or deliberate recklessness of our management.
16. Changes to these terms
16.1 We may change these terms. We tell the customer at least [30 days] before a change applies. When the customer does not accept the change, it may end the agreement before it applies.
17. Law and disputes
17.1 Dutch law applies. The Vienna Sales Convention does not apply.
17.2 The court in [the district of the office] decides disputes.