Terms and Conditions
Agreement between Operator and RUNNR.ai
Welcome to RUNNR.ai. RUNNR.ai is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of RUNNR.ai constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
Capitalized terms used in this Agreement are defined below Capitalized terms have the same meaning whether used plural or singular.
- Agreement: These Terms & Conditions combined with the completed partner agreement, and if applicable the annexes attached thereto.
- Application: The application or applications which make(s) RUNNR.ai Software available to the Operator and/or to Customers.
- RUNNR.ai: RUNNR.ai B.V. and its affiliates.
- RUNNR.ai Accounts: the system in which RUNNR.ai registers all booking information.
- RUNNR.ai Software: the software developed and maintained by RUNNR.ai, whether or not facilitated by a Third Party, which enables the generation of Bookings.
- Customer: a person or an entity who made a booking at the Operators business via the Operator Website or a Third Party Platform.
- GDPR: the (European) General Data Protection Regulation applicable since 25 May 2018.
- Intellectual Property Rights: all intellectual property rights on a global basis including – but not limited to – copyright, design, database rights, domain names, patents, trademarks, trade names, signs, pictures, logos, computer code, colors, lyrics, regardless whether currently in existence or otherwise. Where intellectual property rights are registrable, the protection of Intellectual Property Rights under this Agreement also pertains to a filled application for such registration.
- Operator: the Party that is defined as Operator in the Partner Agreement and all its affiliates and/or operational or legally connected entities.
- Partner Agreement: the part of the Agreement that states the specific arrangements between Operator and RUNNR.ai. In case of inconsistency or discrepancy between the Terms & Conditions and the Partner Agreement, the Partner Agreement shall prevail.
- Parties or Party: the person(s) or entities who entered into the Agreement and are mentioned at the first page of the Order Form, also referred to as RUNNR.ai and as Operator.
- Payment Period: a period of fourteen (14) days in which an invoice should be paid.
- Services: all services provided by RUNNR.ai under this Agreement.
- Term & Conditions: these Terms & Conditions
- Third Party: a person or an entity, not being RUNNR.ai or Operator, which is indirectly involved or could be indirectly involved in this Agreement and/or could be influenced by the Agreement.
- Third Party Platform: every website and/or application not being the Website, the Application or the Operator Website.
RUNNR.ai provides automated communication services between business and customers. By applying conversational artificial intelligence (AI) RUNNR.ai enables businesses to communicate with its customers using different communication channels.
Provision of the Services
- RUNNR.ai Services
RUNNR.ai hereby grant Operator a non-exclusive and non-transferable right (license) to access and operate the RUNNR.ai Software in accordance with this Agreement.
Parties will agree in the Partner Agreement which Services will be provided by RUNNR.ai, RUNNR.ai may provide one or a combination of the following Services:
- make RUNNR.ai Software available to send messages to Operators’ Customers using communication channels such as WhatsApp.
- collect Operator’s Customer data to send messages by uploading a CSV file or establishing an integration with the Operator’s property management system.
- Operator is able to modify answer settings and text in app.runnr.ai and is responsible for the accuracy of the information.
RUNNR.ai will provide the RUNNR.ai Software ‘as is’ and make its best efforts to provide and keep it secure, uninterrupted and error-free but does not make any warranties.
RUNNR.ai may at its own discretion use Third Parties or Third Party software and/or hardware to provide its Services. If the involvement of Third Parties requires the acceptance of additional terms and conditions, Operator will not withhold its approval thereof without reasonable grounds.
Operator makes Customer information available via the RUNNR.ai Software in accordance with the Partner Agreement and will use the RUNNR.ai Software solely in accordance with the Agreement.
Operator will ensure that it has integrated all reasonable IT-security protection mechanisms to protects its own systems and the RUNNR.ai Software and Services against any component (such as a computer virus, a computer worm or a computer time bomb) that could destroy, damage, reveal, alter or access the RUNNR.ai Software.
RUNNR.ai will charge Operator in accordance with the Services as set out in the partner agreement. The total fee that will be invoiced may consist of:
- a monthly fee;
- Communication channel fees (e.g. WhatsApp);
- legally applicable taxes and charges (such as VAT).
All fees will be charged and are payable in EUR.
After each calendar month, RUNNR.ai will send the Operator an invoice for all Services provided during that month. The invoice will specify the fees as set out in the partner agreement and must be paid within the Payment Period.
The fees that are calculated as a fixed price per room per month. The RUNNR.ai accounts will be considered correct and leading, notwithstanding obvious errors and fees. Operator will receive a specification of the communication channel fees.
Operator can notify RUNNR.ai of its objections with regard to the invoice within the Payment Period, after the Payment Period an invoice is considered to be accepted. Operator cannot suspend any payment obligation as set out in this Provision or in the partner agreement.If the Operator fails to settle the invoice within the Payment Period, Runnr.ai may suspend the performance of its obligations under this Agreement or any other agreement with the Operator.
- Business interests & Intellectual property
It is not permitted for Operator to create, use, promote or present any software or any other service that has a function that is equal to or comparable with the RUNNR.ai Software or Services during the term of this Agreement.
Each Party warrants that it is the sole owner of the Intellectual Property Rights it uses and which are necessary to meet its obligations under this agreement and that it does not infringe any Third Party Intellectual Property Rights.
Operator will respect all Intellectual Property Rights of RUNNR.ai and acknowledge that the use of the Intellectual Property Right belonging to RUNNR.ai is limited to those rights that are expressly granted in writing in the Agreement. The RUNNR.ai Software (and all copies thereof) and all Intellectual Property rights therein or relating thereto, will become and remain the exclusive property of RUNNR.ai at all times. Nothing in this Agreement shall give the Operator any rights in respect of any of such Intellectual Property Rights or the goodwill created with or associated with the Partner Agreement
All Intellectual Property Rights that are created as a result of and during the term of this Agreement will be the property of RUNNR.ai.
- Data use and privacy
Operator agrees to fully comply with all provisions of the GDPR, and any other applicable privacy and data protection regulations. All terms used in this provision will be interpreted in accordance with the GDPR. Operator agrees to take all necessary steps to stay compliant. These steps will explicitly include applying all appropriate and reasonable it-security and organization measures at all times, to protect the collected data against accidental loss, destruction, damages, theft, alteration or disclosure.
In case of the any accidental or intentional damage, alteration, destruction, unauthorized disclosure, misdirection, loss, misuse or theft of or to the personal data of any Customer, Parties shall inform the other Party as soon as possible and legally permitted and shall make a reasonable effort to provide full cooperation to remediate, and mitigate the effects of the Incident, and to comply with the notification obligations as set out in the data protection legislation.
Parties will provide all reasonable assistance to ensure that the other Party can meet its obligations under the GDPR and other applicable data regulations.
Operator indemnifies and holds RUNNR.ai harmless against all losses, claims, costs, damages or proceedings suffered or incurred by RUNNR.ai due to or in connection with breach of this Provision by Operator.
- Liability Disclaimer
The information, software, products, and services included in or available through the site may include inaccuracies or typographical errors. changes are periodically added to the information herein. RUNNR.ai B.V. and/or its suppliers may make improvements and/or changes in the site at any time.
RUNNR.ai B.V. and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. runnr.ai b.v. and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
You agree to indemnify, defend and hold harmless RUNNR.ai, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. RUNNR.ai reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RUNNR.ai in asserting any available defenses.
- Term & Termination
The agreement has no specific period unless otherwise agreed in the Partner Agreement. The Agreement can be terminated as per the last day of each term, provided that a written notice has been sent at least thirty (30) days prior to the end of that term. RUNNR.ai may terminate this Agreement with a notice period of fourteen (14) days, if in the reasonable opinion of RUNNR.ai the Operator is unable, unsuitable or unfit to provide the Activities and/or fulfill its obligations under the Agreement, or RUNNR.ai is no longer able to meets its obligations under the Agreement.
Either Party may terminate this Agreement in writing with immediate effect if:
- a Party has breached any of its obligations under this Agreement and, after having been informed in writing by the other party, has still not complied with this obligation within ten (10) calendar days, unless this breach does not justify such termination in view of its special nature or minor significance of the breach, or;
- a Party or both Parties are not fulfilling their obligations under the Agreement due to an event of force majeure (provision 15) for a period of at least ten (10) days;
- a Party is likely to become insolvent or has applied for suspension of payment.
Unless a Party has the right to suspend its obligations, all obligations Under the Agreement have to be fulfilled up and until the end of the agreed term. The obligations that are meant to survive expiration or termination will remain in effect.
- Links to Third Party Sites/Third Party Services
RUNNR.ai may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of RUNNR.ai and RUNNR.ai is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. RUNNR.ai is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by RUNNR.ai of the site or any association with its operators.
Certain services made available via www.RUNNR.ai are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.RUNNR.ai domain, you hereby acknowledge and consent that RUNNR.ai may share such information and data with any third party with whom RUNNR.ai has a contractual relationship to provide the requested product, service or functionality on behalf of www.RUNNR.ai users and customers.
- No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of RUNNR.ai or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. RUNNR.ai content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of RUNNR.ai and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of RUNNR.ai or our licensors except as expressly authorized by these Terms.
- Third Party Accounts
You will be able to connect your RUNNR.ai account to third party accounts. By connecting your RUNNR.ai account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
- Force majeure
When fulfilling the agreed obligations, is rendered impossible by a cause far beyond the control of Parties (such as changing laws, civil tumult, strikes, war, or an act of gods), it is understood and agreed that there shall be no claim for damages based on breach of the Agreement by either Party. In case of force majeure the obligation to make the RUNNR.ai Software available or to deliver Services is suspended until the moment that either the force majeure situation ceases to exist or the Agreement is terminated in accordance with provision 14).
- International Users
The Service is controlled, operated and administered by RUNNR.ai from our offices within the Netherlands. If you access the Service from a location outside of the Netherlands, you are responsible for compliance with all local laws. You agree that you will not use the RUNNR.ai Content accessed through www.RUNNR.ai in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Parties do not divulge, either during the term of the Agreement or thereafter, any confidential information (e.g. knowledge of business matters, financial and personnel information etc.) regarding the other Party and/or its affiliated companies. Confidential information is that information that is either identified as confidential by a Party or should reasonably be regarded as confidential. Information with regard to pricing, fees and Intellectual Property Rights should always be regarded as confidential.
Parties will take all reasonable organizational and technical precautions to safeguard confidential information.
Neither party will be liable for disclosure if it is legally obliged to do so. If Legally permitted, the Party that made or has to make such disclosure will give prompt notice to the other Party.
- Governing Law
This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Netherlands – without regard to its (international) conflict of law provisions. Parties consent that any dispute in relation to or arising out of this Agreement, including the validity, invalidity, breach or termination thereof, shall – if and insofar it cannot be resolved amicably – be subject to the exclusive jurisdiction of the Utrecht District Court.
- Changes to Terms
RUNNR.ai reserves the right, in its sole discretion, to change the Terms under which www.RUNNR.ai is offered. The most current version of the Terms will supersede all previous versions. RUNNR.ai encourages you to periodically review the Terms to stay informed of our updates.
- Contact Us
RUNNR.ai welcomes your questions or comments regarding the Terms:
Louis Couperusstraat 12c
Utrecht, 3532 CZ
Effective as of December 19, 2022