Terms
These Terms of Service ("Terms") govern access to and use of the software, platform and related services (the "Services") provided by Runspace B.V. ("Runspace", "we", "us"). By entering into an order form, statement of work or master services agreement with us, or by accessing or using the Services, the customer ("Customer", "you") agrees to these Terms. Where a signed Master Services Agreement (MSA) or Order Form is in place, that agreement prevails over these Terms in the event of conflict.
Runspace B.V. is a private limited company incorporated in the Netherlands.
Runspace provides AI-driven back-office automation software for regulated industries. The specific Services, scope, service levels and fees are set out in the applicable Order Form or MSA. We may improve, update or modify the Services provided that we do not materially reduce their core functionality during a subscription term.
Subject to these Terms and payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term, for the Customer's internal business purposes. All rights not expressly granted are reserved.
The Customer shall:
- use the Services in compliance with these Terms, applicable law and any documentation;
- be responsible for its users, their credentials and their acts and omissions;
- not misuse the Services, including no unlawful, infringing or harmful use, no attempt to gain unauthorised access, no reverse engineering except as permitted by mandatory law, and no use that circumvents usage limits or security;
- ensure it has the necessary rights and lawful basis for any data it provides to the Services.
Fees are as set out in the Order Form. Unless stated otherwise, fees are exclusive of VAT and payable within the agreed term. Late payment may result in suspension in accordance with clause 10.
Runspace and its licensors retain all intellectual property rights in the Services, software and documentation. The Customer retains all rights in its own data. The Customer grants Runspace the limited rights needed to provide the Services. Feedback the Customer provides may be used by Runspace to improve the Services without obligation.
Each party shall keep the other's non-public information confidential and use it only to perform the agreement, consistent with the confidentiality terms of the MSA where one exists.
Where Runspace processes personal data on the Customer's behalf, it acts as processor under the GDPR and the Dutch UAVG, governed by a Data Processing Agreement; the Customer is the controller. Runspace operates an information security management system aligned with ISO/IEC 27001:2022 and hosts customer data within the European Union. Our processing of personal data as a controller is described in our Privacy Statement.
Runspace will provide the Services with due care and skill. Except as expressly stated and to the extent permitted by law, the Services are provided "as is" and Runspace disclaims all other warranties, including fitness for a particular purpose and uninterrupted or error-free operation. The Services are tools that support the Customer's own processes and decisions; the Customer remains responsible for its regulatory and operational obligations.
We may suspend access where necessary to protect the security or integrity of the Services, to comply with law, or for non-payment or material breach not remedied after notice. We will limit the scope and duration of any suspension to what is reasonably necessary.
Neither party excludes liability that cannot be excluded under mandatory law (including for wilful misconduct or gross negligence, or for death or personal injury). Subject to that, and except as set out in the MSA, each party's aggregate liability arising out of or in connection with the agreement is limited as set out in the Order Form/MSA, and neither party is liable for indirect or consequential loss, loss of profit, or loss of data to the extent avoidable through the Customer's own backups.
The term is as set out in the Order Form. Either party may terminate for material breach not remedied within a reasonable period after written notice, or on the other's insolvency. On termination, the right to use the Services ends and, on request, Runspace returns or securely deletes Customer data within the period stated in the MSA/DPA.
We may update these Terms from time to time. Material changes affecting an active subscription will be communicated to the Customer; continued use after the effective date constitutes acceptance, without prejudice to any rights in the MSA.
These Terms are governed by the laws of the Netherlands. Disputes are submitted to the exclusive jurisdiction of the competent court in Amsterdam, without prejudice to any mandatory consumer or sector rules.
- Force majeure: neither party is liable for failure caused by events beyond its reasonable control.
- Assignment: neither party may assign the agreement without the other's consent, except to a group company or in connection with a merger or sale of substantially all assets.
- Entire agreement: these Terms, together with any Order Form, MSA and DPA, form the entire agreement.
- Severability: if any provision is unenforceable, the remainder continues in effect.