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Terms

Terms of service

The terms for business use of ITLedger.

Terms of service – ITLedger (Brainforge B.V.)

This is an English translation of the Dutch Servicevoorwaarden. If the two versions differ, the Dutch version prevails.

Status: draft under review. This document is used operationally and is under legal review by an external adviser. It may be amended as a result.

Effective date: 1 January 2026 (or the date on which you first accept these terms). Dutch text updated on 12 October 2026.

By subscribing to ITLedger or using the service, you accept these terms of service. You also authorise Brainforge B.V. to process personal data on your behalf under section 10.

1. Definitions

  • Brainforge, we or us: Brainforge B.V., a Dutch private limited company.
  • ITLedger or Service: our SaaS platform and the related websites, APIs and documentation.
  • Customer, you or your: the organisation or person that registers for, subscribes to or uses the Service.
  • Agreement: these terms, any order agreement, the pricing page and the referenced policy documents and annexes, including the provisions on data processing and security.
  • Order Agreement: an online order, in-app purchase or written order document referring to the Service and the price.
  • Subscription Period: the period for which you have paid for access to the Service.
  • Customer Content: data, files, settings and other materials that you or your users add to the Service.
  • User: someone you authorise to use the Service under your account.

2. Scope and business use

The Service is for business users only. Consumers within the meaning of EU law may not use the Service. If you act on behalf of an organisation, you confirm that you are authorised to bind that organisation to these terms.

In case of conflict, the following order applies: (1) an order agreement concluded by the parties, (2) these terms, including section 10, (3) the referenced policy documents.

3. Account, access and security

You provide accurate account details and keep them up to date. You are responsible for the security of login credentials and for activity under your account. We may suspend access without liability if you breach these terms, if this is necessary to protect the Service or third parties, or if the law requires it.

4. Subscription, payment, taxes and renewal

Features and prices are stated at purchase or in the order agreement. Amounts are in euros and exclude VAT and other taxes, unless stated otherwise.

Unless agreed otherwise, you pay in advance, within 14 days of the invoice date. Late payment may incur interest of 1.5% per month, or the legally permitted maximum if that is lower. Payments are applied first to interest and then to the principal.

Subscriptions renew automatically for the same period unless you cancel before the end of the current period. You can do this in the application or in writing. Prepaid amounts are not refunded, except where required by law. You can upgrade at any time; reductions take effect at the next renewal.

The free pilot lasts two weeks, including import of customer data and free Richard usage, for up to three operators. Extension or extra operators require an agreement. The pilot only becomes a paid subscription with your explicit consent.

ITLedger has one paid subscription: EUR 69 per agent per month, excluding VAT, minimum three agents and billed annually. Purchased Richard top-up conversations remain valid until they are used. Unused paid credit carries over to following calendar months.

5. Acceptable use

You may not, and may not allow others to:

  • use the Service in breach of applicable law, including export, sanctions, privacy and intellectual property rules;
  • upload unlawful, harmful or infringing content, attempt to gain unauthorised access or disrupt use by others;
  • reverse-engineer the Service or derive source code, except insofar as the law prohibits such a restriction;
  • misrepresent your identity or misuse the Service to offer a competing service.

6. Intellectual property and feedback

We and our licensors own the rights to the Service and the underlying technology. Only expressly stated rights of use are granted.

Subject to these terms and timely payment, you receive a non-exclusive, non-transferable and non-sublicensable right to use the Service during the subscription period.

You retain ownership of Customer Content. You grant us a worldwide, royalty-free licence to host, copy, process and display that content, solely for delivering and improving the Service, troubleshooting, security, analysis and legal obligations.

For feedback and suggestions you grant us a perpetual, irrevocable and royalty-free licence to use them without restriction.

7. Confidentiality

The parties may share confidential information. The recipient protects it with reasonable technical and organisational measures and uses it only to perform the Agreement. This does not apply to information that is public, was developed independently, was received from a third party without a duty of confidentiality or must be disclosed by law. In case of mandatory disclosure, the other party is informed in good time where legally permitted.

8. Availability, support and changes

We aim for high availability but do not guarantee uninterrupted operation. A formal availability SLA only applies if expressly agreed in an order agreement. Maintenance and updates may take place.

We are a small team. Unless agreed otherwise, we provide support on a reasonable-effort basis during Dutch office hours: Monday to Friday, 09:00–17:00 CET/CEST, excluding Dutch public holidays. Response times are not guaranteed.

We may improve or change the Service. Material changes that break existing functionality are announced in advance where reasonably possible.

9. Warranties

We provide the Service as is and as available. To the extent permitted by law, we exclude warranties, including merchantability, fitness for a particular purpose and non-infringement of third-party rights. You assess for yourself whether the Service meets your legal and operational needs.

10. Data protection and processing (GDPR)

This section forms our processor terms under Article 28 GDPR.

Roles. For personal data in Customer Content, the customer is the controller and Brainforge the processor. For its own account administration, billing, security logs and marketing, Brainforge acts independently as controller.

Purpose and instructions. We process personal data on your documented instructions, including settings and API calls, to deliver the Service, comply with legal obligations and support security, integrity and fraud prevention.

Data and data subjects. This may include identity, contact details, usage and device data of employees, contractors, customers or end users. You determine which types and how much data you provide.

Security. We take appropriate technical and organisational measures, including access management, encryption in transit and in supported storage, network isolation, vulnerability management and backup and recovery procedures appropriate to the risk.

Sub-processors. We use vetted providers for hosting, storage, telemetry and support, among other things. For Richard's model processing we use Mistral AI, based in France, as sub-processor for personal data in Customer Content. Requests may contain pseudonymised text and necessary operational context; depending on the function used, images or speech may also be processed. Pseudonymisation is not anonymisation. See the privacy policy for the protection and limitations of this processing. The full sub-processor list is available from our privacy contact. We announce material changes and offer an opportunity to object on reasonable grounds.

Transfers. For transfers outside the EEA, the United Kingdom or Switzerland to countries without an adequacy decision, we use appropriate safeguards, such as the EU standard contractual clauses and, where applicable, the UK addendum, with additional measures where necessary. The European model endpoint is not a commitment that all account, billing and other operational data of providers is processed exclusively in the EU.

Assistance. We reasonably assist you with data subject requests, data protection impact assessments and consultations with supervisory authorities, taking into account the nature of the processing and the information available.

Data breaches. As soon as we become aware of a data breach affecting Customer Content, we inform you without undue delay. We share relevant details as soon as they are available.

Audits. On written request, at most once every twelve months, we provide reasonable audit summaries or answers to common security questionnaires based on available information. On-site inspections only take place if required by law or a competent supervisory authority and after agreement on scope, timing and costs. Remote audits are preferred. The confidentiality of other customers and the continuity of the Service remain protected.

Return and deletion. After termination or at your request, we return or delete Customer Content within 30 days, unless statutory retention is required. Aggregated or anonymised data that does not identify a person may be kept for analysis and improvement.

Obligations. Staff are bound by confidentiality. We ensure that sub-processors are bound by data protection obligations offering no less protection than this section.

11. Indemnification

You defend and indemnify us against third-party claims arising from your Customer Content, use in breach of the law or these terms, or an alleged infringement of third-party rights by your data or settings.

We defend and indemnify you against claims that the Service as provided by us infringes intellectual property rights in the EU or US. We pay finally awarded damages or approved settlements, provided that you inform us promptly, leave the defence to us and cooperate reasonably. We may modify the Service, obtain rights of use or discontinue the affected functions with a proportional refund of prepaid fees for the unused period. This does not apply to claims caused by your combinations, modifications or use contrary to the documentation.

12. Limitation of liability

To the extent permitted by law, the parties are not liable for indirect damage, consequential damage, special or punitive damages, or loss of profit, revenue, data or business.

Each party's total liability under or in connection with the Agreement is limited to the fees paid or payable by you for the Service to which the claim relates, in the twelve months before the first incident causing the damage. This limitation does not apply to death or personal injury caused by negligence, gross negligence or wilful misconduct, or liability that mandatory law does not allow to be excluded.

13. Term, termination and export

These terms apply from acceptance and for the subscription period(s). Either party may terminate in writing if the other party materially fails to perform and does not remedy this within 30 days of notice.

After termination or expiry, the right of use ends. For 30 days after termination we make Customer Content available for export, unless the law prohibits this or you request deletion earlier. After that we delete it under section 10.

14. Changes to these terms

We may amend these terms in response to changes in legislation, security or service delivery. We announce material changes at least 30 days in advance, for example in the application or by email. Continued use after the effective date counts as acceptance. If you disagree, you can cancel automatic renewal and stop using the Service before the effective date.

15. Governing law and jurisdiction

Dutch law governs these terms and any non-contractual obligations arising from them. The courts in Amsterdam have exclusive jurisdiction, without prejudice to applicable mandatory protection.

16. Miscellaneous

You may not transfer these terms without our prior written consent. We may transfer them to an affiliated company or in the event of a merger, acquisition or sale of assets.

The parties are not liable for delays or failures caused by circumstances beyond their reasonable control. Failure to enforce a provision does not constitute a waiver. If a provision is unenforceable, the remaining provisions continue to apply and the invalid provision is interpreted in line with its intended purpose.

These terms and the order agreement form the entire agreement and replace earlier arrangements on the same subject. We may use your name and logo to list you as a customer, unless you object in writing.

17. Contact and legal notices

Brainforge B.V., provider of ITLedger

Exaltolaan 36, 2841 ME Moordrecht, the Netherlands

Chamber of Commerce: 86735497 · VAT: NL864069315B01

Acceptance

By choosing a paid subscription or clicking 'I agree' at registration, you confirm on behalf of your organisation that you accept these terms. You authorise Brainforge to process personal data on behalf of your organisation as processor for delivery of the Service, under section 10.