Terms of Service
HotelGPT
Self-Service / Pay per Consumption
Effective: 1 July 2026
JUYO BV | Registered under number 0552.628.004 | Belgium
1. Introduction and Acceptance
These Terms of Service (the “Terms”) govern the Customer’s access to and use of HotelGPT, a conversational AI analytics service operated by JUYO BV (“JUYO”), registered under company number 0552.628.004, with registered office in Belgium.
HotelGPT enables hotels and hospitality businesses to connect data sources and obtain AI-generated analyses, graphs, recommendations, and textual insights about their operational and commercial data (the “Service”).
By creating an account and clicking “I Agree” during registration, the Customer accepts these Terms in full. If the Customer does not agree, the Customer must not create an account or use the Service. Continued use of the Service after any update to these Terms constitutes acceptance of the updated Terms.
2. Definitions
«Account»: the Customer’s registered HotelGPT account, including credentials and associated settings.
«Admin User»: the Authorised User who created the Organisation and who holds administrative privileges, including the ability to invite or remove Authorised Users and to transfer admin rights to another Authorised User.
«Authorised Users»: all individuals invited by the Admin User to access the Service under the Customer’s Organisation.
«Consumption»: the metered usage of the Service beyond the Complimentary Period, measured in Kassandra Tokens.
«Customer»: the legal entity or natural person on whose behalf the Organisation is created and who is bound by these Terms.
«Customer Data»: all data uploaded to, connected with, or generated within the Service by or on behalf of the Customer, including hotel operational data, booking data, and any personal data contained therein, but excluding Aggregated Data as defined in Article 8.5.
«Complimentary Period»: the initial allocation of Kassandra Tokens provided at no charge upon Organisation creation, as published on the Service’s pricing page. The Complimentary Period is a promotional offer and may be modified or discontinued by JUYO at any time.
«Kassandra Tokens»: the unit of measurement used to meter usage of the Service, as described on the pricing page. Kassandra Token consumption may vary based on the complexity of queries, volume of data processed, and AI model used. Kassandra Tokens are distinct from the technical tokens used by the underlying AI models.
«Organisation»: the Customer’s workspace within the Service, created during registration, under which all Authorised Users, Customer Data, and billing are grouped.
«Service»: the HotelGPT conversational AI analytics platform, including all AI Features, dashboards, reports, and related functionality made available by JUYO.
«AI Features»: any functionality of the Service that uses artificial intelligence or machine-learning technologies to generate insights, forecasts, explanations, recommendations, graphs, or summaries.
3. Account Registration and Organisation Setup
Organisation Creation
3.1. To access the Service, the Admin User must create an Organisation by providing accurate and complete registration information (including the organisation name) and accepting these Terms via the online sign-up process. By creating the Organisation, the Admin User represents and warrants that they have the authority to bind the Customer to these Terms.
3.2. The Admin User holds administrative privileges for the Organisation, including the ability to invite and remove Authorised Users. The Admin User may transfer admin rights to another Authorised User at any time.
Authorised Users
3.3. Additional users may only join an existing Organisation upon invitation by the Admin User. Invited users must create their own Account and accept these Terms, including the Acceptable Use obligations set out in Article 6, before accessing the Service.
3.4. The Customer is responsible for all activities occurring under its Organisation, including the actions of all Authorised Users.
Duplicate Organisations
3.5. It is possible for multiple Organisations to be created for the same hotel, hotel group, or legal entity. Each Organisation is treated as an independent Customer under separate Terms. JUYO is not obligated to detect, prevent, or merge duplicate Organisations. It is the Customer’s responsibility to manage its Organisation and user access.
Account Security
3.6. Each user is responsible for maintaining the confidentiality of their Account credentials and must promptly notify JUYO of any unauthorised use.
3.7. JUYO reserves the right to refuse registration, suspend, or terminate any Account or Organisation at its reasonable discretion, including where the Customer provides inaccurate information or violates these Terms.
4. Service Description and License
4.1. For the duration set forth in Article 13, JUYO grants the Customer a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Service for the Customer’s internal business purposes, subject to these Terms.
4.2. The Service allows the Customer to connect hotel data sources and use AI Features to query, analyse, and visualise data. Outputs may include deep analyses, graphs, recommendations, and textual summaries.
4.3. The Service is provided as a hosted SaaS solution accessible via web browser. No software is installed on the Customer’s systems.
4.4. The Customer acknowledges that JUYO may monitor and review interactions between the Customer (including its Authorised Users) and the Service, including questions submitted and AI-generated responses, for the purposes of quality assurance, product improvement, troubleshooting, and support. Where such interactions contain personal data, this processing is carried out in accordance with the Data Processing Agreement and applicable data-protection laws.
5. Pricing and Payment
General
5.1. The Service is available under the pricing plans published on the Service’s pricing page, available at https://juyo.ai/pricing. JUYO may offer a Complimentary Period with an initial allocation of Kassandra Tokens at no charge or through another promotional offer format. The terms of any such offer will be communicated at the time of the promotion and may be modified or discontinued at any time.
5.2. Kassandra Tokens are allocated on a monthly basis, reset on the anniversary of the Customer’s sign-up date. Unused Kassandra Tokens expire at the end of each monthly billing cycle and do not carry over to the following month. This applies to tokens received under the Complimentary Period and under monthly or yearly subscription plans. Kassandra Tokens purchased through a Top Up Bundle are subject to the expiry terms set out in Article 5.8.
5.3. JUYO will provide a usage dashboard within the Service showing the Customer’s current Kassandra Token balance and consumption history.
Pay-as-You-Go
5.4. Under the pay-as-you-go plan, the Customer’s Kassandra Token consumption is metered and billed after use at the rates published on the pricing page. There is no minimum purchase, no subscription, and no recurring charges.
Monthly Subscription
5.5. Under the monthly subscription plan, the Customer receives a recurring Kassandra Token allocation each month in exchange for a fixed monthly fee, as published on the pricing page, billed monthly in advance. The subscription renews automatically each month and may be cancelled by the Customer at any time. Upon cancellation, the subscription remains active until the end of the current billing period.
Yearly Subscription
5.6. Under the yearly subscription plan, the Customer commits to a twelve (12) month term in exchange for a discounted monthly rate, billed annually in advance. The Customer receives the same monthly Kassandra Token allocation as the monthly subscription plan. If the Customer cancels during the yearly term, access to the Service and the monthly Kassandra Token allocation continue until the end of the prepaid twelve-month period. No pro-rata refund will be issued for the remaining months.
5.7. If the Customer needs to disconnect data sources or systems from the Service ahead of the end of the term (for example, due to a property sale or change of ownership), the Customer may do so via the self-service disconnect function in the Service or by contacting JUYO.
Top Up Bundles
5.8. The Customer may purchase additional Kassandra Tokens at any time through a Top Up Bundle, regardless of the Customer’s current plan (including pay-as-you-go and all subscription plans). Top Up Bundles are available at the rates published on the pricing page. Kassandra Tokens purchased through a Top Up Bundle are valid for thirty (30) days from the date of purchase, after which any unused tokens expire. Top Up Bundles are non-refundable once purchased.
Payment and Invoicing
5.9. Payments are processed via Stripe. Available payment methods are displayed at checkout. For pay-as-you-go usage, the Customer will be billed after consumption. For subscriptions and Top Up Bundles, payment is due at the time of purchase or at the start of each billing cycle, as applicable.
5.10. An automated VAT-compliant invoice will be issued for each payment and made available in the Customer’s Account.
5.11. In case of a failed or overdue payment, JUYO may suspend access to the Service in accordance with Article 13.4(b) until the outstanding amount is settled. Statutory interest on late payments shall apply in accordance with Belgian law.
5.12. All prices are exclusive of applicable taxes and VAT, which shall be added where required by law.
Price Changes
5.13. JUYO reserves the right to modify pricing. The way price changes take effect depends on the Customer’s plan:
— Pay-as-you-go: updated prices apply to future Kassandra Token consumption as published on the pricing page. No separate notification is required.
— Monthly subscription: JUYO will notify the Customer at least thirty (30) days before the new price takes effect. The new price applies from the next billing cycle after the notice period.
— Yearly subscription: price changes apply only upon renewal. JUYO will notify the Customer before the renewal date.
5.14. Price changes will not apply retroactively to Kassandra Tokens already consumed or purchased, or to the remaining term of a yearly subscription already in effect.
Inactivity
5.15. If the Customer’s Organisation shows no usage of the Service for a continuous period of two (2) months, JUYO reserves the right to disconnect the Customer’s data sources and terminate the agreement by providing fifteen (15) days’ prior written notice (email is sufficient). The Customer may prevent termination by resuming use of the Service within the notice period.
6. Acceptable Use
6.1. The Customer shall use the Service only for lawful purposes and in accordance with these Terms.
6.2. The Customer shall not:
— reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or underlying structure of the Service;
— modify, translate, or create derivative works based on the Service;
— use the Service to process data on behalf of third parties or offer it as a service to third parties;
— upload data that is unlawful, infringing, or that the Customer does not have the right to process;
— attempt to circumvent usage limits, security measures, or access controls;
— use the Service in any manner that could damage, disable, or impair the Service.
6.3. The Customer shall ensure that all Authorised Users comply with these Terms. The Customer is liable for any breach by its Authorised Users.
7. Artificial Intelligence
Nature of the Service
7.1. The Customer acknowledges that the Service is an AI-powered analytics product. All core functionality of the Service — including data analysis, insights, forecasts, recommendations, graphs, and summaries — is generated using artificial intelligence and/or machine-learning technologies (“AI Features”) provided by JUYO and by third-party AI providers integrated into the Service.
7.2. JUYO will provide a clear description of the main capabilities and limitations of the AI Features within the user interface and/or the Service’s documentation.
Customer Responsibilities
7.3. The Customer acknowledges and agrees that:
— AI-generated outputs depend directly on the questions, prompts, instructions, quality of underlying data, and context provided by the Customer;
— AI-generated outputs are inherently probabilistic and may contain errors, omissions, inaccuracies, hallucinations, or inconsistencies;
— the Customer shall ensure appropriate human review and oversight of all AI-generated outputs and shall not rely exclusively on such outputs for decisions that may have significant legal, financial, operational, or human-resources consequences;
— the Customer is responsible for verifying AI-generated outputs before using them in business decisions or communicating them to third parties.
Data Use in AI Features
7.4. JUYO will use Customer Data in AI Features only for the purpose of providing the Service and in accordance with the Data Processing Agreement and applicable data-protection laws. Unless expressly agreed in writing, JUYO will not use Customer Data to train or improve general-purpose AI models for the benefit of third parties. For the avoidance of doubt, JUYO’s use of Aggregated Data as defined in Article 8.5 shall not constitute use of Customer Data for the purposes of this Article 7.4.
7.5. Where the provision of AI Features involves the transfer of personal data to third-country AI providers, JUYO will ensure that an appropriate legal transfer mechanism is in place under applicable data-protection law (such as an adequacy decision, Data Privacy Framework participation, and/or standard contractual clauses).
Third-Party AI Services
7.6. The Customer acknowledges that the Service relies on third-party AI services. To the extent such services are provided by third parties, they are subject to the terms and policies of those providers. JUYO does not provide any independent guarantee regarding the availability, performance, or continued provision of such third-party AI services.
Fair Use
7.7. The Customer agrees to use the Service in a manner that is reasonable and consistent with ordinary business purposes. JUYO reserves the right to introduce or adjust usage limits at any time upon reasonable prior notice to the Customer, including where such adjustment is necessary due to capacity constraints, changes in third-party AI provider terms, or to ensure fair access across its customer base.
AI Liability
7.8. Without prejudice to the general limitations of liability in Article 12, the Customer expressly acknowledges that AI-generated outputs are inherently probabilistic. JUYO shall not be liable for any loss, damage, cost, or claim (whether direct or indirect) arising from or in connection with:
— the Customer’s reliance on, interpretation of, or use of any AI-generated output, including where such output is incomplete, incorrect, misleading, outdated, or inconsistent;
— the Customer’s failure to exercise appropriate human review, supervision, or oversight when using AI-generated outputs, or the Customer’s use of such outputs as the sole basis for operational, financial, legal, HR, or strategic decisions;
— any inaccuracies, hallucinations, inconsistencies, or technical limitations inherent in AI models or third-party AI systems integrated into the Service;
— the content, structure, or quality of the questions, prompts, instructions, or context provided by the Customer, including misunderstandings or misinterpretations arising from such inputs;
— the inaccuracy, incompleteness, unsuitability, or unlawfulness of Customer Data or other data provided or selected by the Customer, whether used directly or indirectly by AI Features.
Nothing in this clause excludes liability that cannot be excluded under mandatory law.
Assistive Nature
7.9. AI-generated content is provided solely as an assistive functionality and does not constitute professional advice, authoritative guidance, or a decision-making substitute.
Updates to AI Features
7.10. JUYO may update this AI clause and/or the configuration of AI Features to reflect changes in applicable law or in the terms of its third-party AI providers. Where such changes materially affect the Customer’s use of the Service, JUYO will notify the Customer under the change-of-terms provisions of Article 15.3.
8. Intellectual Property
8.1. JUYO is and remains the owner of all intellectual property rights in and to the Service, including the Software, algorithms, models, user interface, documentation, and all related materials.
8.2. Nothing in these Terms shall be construed as an assignment or transfer of any intellectual property rights to the Customer. The Customer’s right to use the Service is limited to the license granted in Article 4.
8.3. The Customer retains all rights in Customer Data. By using the Service, the Customer grants JUYO a limited license to process Customer Data solely for the purpose of providing the Service.
8.4. The Customer shall not reproduce any element of the Service or its documentation by any means.
8.5 Anonymized and Aggregated Data
JUYO may derive anonymized and aggregated data from Customer Data, including but not limited to data relating to product usage, commercial performance, financial metrics, and operational activity (“Aggregated Data”). Aggregated Data shall be irreversibly de-identified such that it cannot reasonably be used to identify the Customer or any individual. JUYO may use Aggregated Data without restriction for purposes including but not limited to: industry benchmarking, market analysis, product improvement, research, and the development of new services. For the avoidance of doubt, Aggregated Data is not considered Customer Data under these Terms, and JUYO’s right to use Aggregated Data shall survive termination or expiration of these Terms.
9. Confidentiality
9.1. Each party shall keep confidential all information received from the other party in connection with the Service, and shall not disclose it to third parties other than employees or agents who need to know, nor use it for any purpose other than exercising rights and fulfilling obligations under these Terms. For the avoidance of doubt, JUYO’s confidentiality obligations in this Article 9 do not apply to Aggregated Data as defined in Article 8.5.
9.2. The obligations in Article 9.1 do not apply to information that: (a) is or becomes publicly available without fault of the receiving party; (b) is independently developed by the receiving party; (c) was known to the receiving party before disclosure; (d) is legitimately received from a third party without a confidentiality obligation; or (e) must be disclosed by law or court order.
9.3. Confidentiality obligations shall survive termination of these Terms for a period of three (3) years.
10. Data Protection
10.1. Each party shall comply with all applicable data protection laws, including the General Data Protection Regulation (EU 2016/679) and all national implementing legislation.
10.2. Where JUYO processes personal data on behalf of the Customer, the Data Processing Agreement published at https://juyo.ai/data-processing-agreement shall apply and is incorporated into these Terms by reference. The DPA may be updated from time to time; material changes will be notified to the Customer in accordance with Article 15.3.
10.3. The Customer is solely responsible for ensuring it has a valid legal basis for any personal data it uploads to or processes through the Service.
10.4. The Customer acknowledges that the Service may process the following categories of personal data: user account data (name, email, login credentials), usage and interaction data, booking and reservation data, guest-related data (where uploaded by the Customer), and operational/transactional hotel data.
11. Switching and Data Portability
11.1. In accordance with Regulation (EU) 2023/2854 (the Data Act), the Customer may at any time request the export of Customer Data or switch to an alternative provider.
11.2. JUYO will not impose contractual, technical, or commercial obstacles that unduly hinder switching and will provide reasonable cooperation.
11.3. Upon written request, JUYO will make available a copy of Customer Data in a structured, commonly used, machine-readable format (CSV, JSON, or equivalent) within twenty (20) business days.
12. Limitation of Liability
12.1. Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law.
12.2. To the maximum extent permitted by law, JUYO shall not be liable for: (a) indirect, incidental, special, or consequential damages; (b) loss of profits, data, or business opportunities; (c) damages arising from the Customer’s reliance on AI-generated outputs; or (d) circumstances beyond JUYO’s reasonable control.
12.3. JUYO’s total cumulative liability for all claims arising under or in connection with these Terms shall not exceed the total fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim, or one thousand euros (€1,000), whichever is greater.
12.4. The Service is provided “as is” and “as available.” JUYO makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law. The Service relies on third-party infrastructure and AI providers (including but not limited to Anthropic and OpenAI), and JUYO does not warrant the uninterrupted availability, accuracy, or performance of such third-party services.
13. Term and Termination
13.1. These Terms enter into force upon Organisation creation and remain in effect for as long as the Customer maintains an active Organisation.
13.2. Either party may terminate these Terms at any time by giving thirty (30) days’ written notice (email is sufficient).
13.3. The Admin User may terminate immediately by closing the Organisation through the Service’s account settings.
13.4. JUYO may suspend or terminate the Customer’s access immediately if: (a) the Customer breaches any material provision of these Terms; (b) the Customer fails to pay any amount due within fifteen (15) days of the first payment reminder sent by JUYO; or (c) required by law or a competent authority.
13.5. Upon termination: (a) the Customer’s access to the Service will cease within forty-eight (48) hours; (b) the Customer may request export of Customer Data under Article 11 within thirty (30) days of termination, and JUYO will deliver the export within twenty (20) business days of the request; (c) after the data export period, JUYO will anonymise and/or securely delete Customer Data, except where retention is required by law.
13.6. Termination shall not affect any rights or obligations that have accrued before the effective date of termination, including any outstanding payment obligations.
14. Force Majeure
14.1. Neither party shall be liable for failure or delay in performing obligations under these Terms to the extent caused by circumstances beyond its reasonable control (force majeure), including natural disasters, epidemics, strikes, cyber-attacks, network delays or intrusions, failure of telecommunications infrastructure, or government actions.
14.2. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
14.3. If a force majeure event persists for more than sixty (60) days, either party may terminate these Terms without compensation.
15. General Provisions
15.1. These Terms, together with the Data Processing Agreement (published at https://juyo.ai/data-processing-agreement ) and the pricing page, constitute the entire agreement between the parties with respect to the Service.
15.2. If any provision is declared void or unenforceable, the remaining provisions shall remain in full force and effect.
15.3. JUYO may update these Terms from time to time. Material changes will be notified at least thirty (30) days in advance via email or in-app notification. Continued use after the effective date of changes constitutes acceptance.
15.4. The Customer may not assign or transfer any rights under these Terms without JUYO’s prior written consent.
15.5. JUYO may use subcontractors in providing the Service and remains responsible for their performance.
15.6. The parties are authorised to communicate publicly about the existence of the Customer’s use of HotelGPT, without disclosing economic conditions, and may use each other’s name and logo in good faith for this purpose.
15.7. These Terms are governed by Belgian law, excluding its conflict of laws rules.
15.8. Any dispute shall first be resolved through negotiation or mediation. If unresolved within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the Courts of Brussels.
Juyo Pro
Applicable to the Master Software Licensing Agreement and all SaaS Services Agreements entered into thereunder
Effective: 15 July 2026
These Restated Terms and Conditions (effective 15 July 2026) replace in their entirety the Terms and Conditions previously applicable to the Master Software Licensing Agreement between JUYO BV (“JUYO”) and Customer noted above and its affiliates (“Customer”), and all Agreements entered into thereunder. Continued use of the Services after the effective date constitutes acceptance of these terms.
Article 1. Definitions
The following terms, when used with a capital letter in the SaaS Agreement, shall have the following meaning:
« Authorized Users »: means all employees, consultants and other individuals authorized by the Customer entitled to benefit from the Services provided by JUYO.
« Customer Data »: means all data, content and information uploaded to, connected with, or generated within the Services by or on behalf of the Customer or its Authorized Users, including booking, reservation, operational, commercial and financial data, and any personal data contained therein, but excluding Aggregated Data as defined in Article 8.8.
« Customization, Training or Additional Services »: means any service provided by JUYO as specified in a separate service agreement (“Service Agreement”) and for which the fees are not included in the Price.
« Defaulting Party » shall have the meaning given to it in Article 14.2.
« Documentation »: means all documentation related to the Services that will be available online and describing in a full, clear and precise manner the functions and functionality of the Services, including all subsequent revisions.
« Intellectual Property Rights »: means all the intellectual property rights, among others the trademarks, copyrights, protection for computer programs (including source codes), patents, designs and models, sui generis rights to databases, and similar rights, and any filings thereon.
« License »: means the non-exclusive and non-transferable right to use the Software worldwide and in accordance with the SaaS Agreement.
« Price »: means the fixed price due by the Customer.
« SaaS Services »: means the service accessible by web browser developed by JUYO and belonging to JUYO BV and providing the Customer with several methods to aggregate and visualize data from different internal and external sources; by JUYO and made available to the Customer.
« Services »: shall have the meaning given to it in Article 3.
« Software »: means the version of the object code of any software to which the Customer has access as part of the Services, including updates or new versions.
« Support Services »: means the support services described in EXHIBIT II.
« Term »: the duration for which this SaaS Agreement is concluded and as set out in the Order Form.
« Third Party Products » means the products, software or services that are not manufactured or realized by JUYO, including, but not limited to, some of the hardware components, whether integrated or not.
Article 2. Scope of the SaaS Agreement
The SaaS Agreement’s purpose is to define the terms and conditions in which JUYO shall provide the following services to the Customer (hereinafter the “Services”):
the SaaS Services;
the Support and Maintenance Services; and
all other services provided by JUYO which is required for the adequate usage of the Software, which includes: (i) the customization, the identification of Authorized Users and password management; (ii) monitoring and technical support; (iii) training of Authorized Users; (iv) backup and recovery of the Software; and (v) the management of changes as described in other service statements.
Article 3. Description of Services
3.1. Juyo aggregates data from internal and external sources and offers analytics features such as rich interactive dashboards and analytics via a web service. The Services also include AI-powered functionality that allows Authorized Users to query, explore, and analyse data and obtain AI-generated insights, in accordance with Article 9.
3.2. Unless otherwise provided for in this SaaS Agreement and its Exhibits, JUYO shall provide the Customer with the License for the full Term of the SaaS Agreement.
3.3. Only Authorized Users will be entitled to benefit from the License. Number of users is unlimited.
3.4. JUYO undertakes to provide Support Services as described in EXHIBIT II.
3.5. The Customer may in no way put the Services at the disposal of a third party and strictly prohibits the usage for any other purpose, in particular any adaptation, modification, translation, adjustment, distribution, decompilation, without this list being limiting.
3.6. It is understood by the Customer that JUYO will ingest (as far as available through the data feed) any and all future bookings in the next two calendar years, the current calendar year and one preceding calendar year of bookings by Stay Date. Additional historical calendar years are available at a charge of EUR 300.00 per calendar year per hotel, additional future years can be ingested depending on technical capability at a custom quoted rate.
Article 4. Usage of Services
4.1. The Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or attempt in any way to discover the source code, object code or underlying structure, ideas, know-how or the algorithms related to the Services or the Software or to the Documentation or data belonging to JUYO.
4.2. The Customer agrees not to modify, translate or create derivative works based on the Services or the Software (except as expressly permitted by JUYO or the SaaS Agreement).
4.3. The Customer guarantees that it will only use the Services in accordance with the standards imposed by JUYO, the purpose as reflected by this SaaS Agreement and all applicable laws and regulations. The Customer agrees to indemnify JUYO for any and all damages, losses, liabilities, settlements and costs (including, without limitation, attorney’s fees and expenses) arising out of any claim or action from an assumed violation of the foregoing or in any other way connected to the usage of the Services by the Customer.
4.4. If the Customer does not comply with its obligations under this SaaS Agreement, JUYO shall be entitled to suspend its obligations without this constituting a cancellation of the SaaS Agreement. When the Customer has executed its obligations, JUYO will be free to continue to perform its contractual obligations without prejudice to modifications to the price or terms following this suspension.
4.5. The Customer is responsible for maintaining the confidentiality of the account details, and is solely responsible for all activities that occur under the account.
4.6. JUYO may monitor and review interactions between the Customer (including its Authorized Users) and the Services, including questions or prompts submitted and AI-generated responses, for the purposes of quality assurance, product improvement, troubleshooting, and support. Where such interactions contain personal data, this processing is carried out in accordance with the Data Processing Agreement and applicable data-protection laws.
Article 5. Price – Payment Terms
5.1. The Price is as per the order form in Exhibit I.
5.2. Invoicing will take place as described in Articles 5.2.1 and 5.2.2. Invoicing will take place in Euros (EUR). Payments are to be made:
5.2.1 One-off Set-up Fee: The One-off Set-up Fee will be invoiced upon signature of this Agreement.
5.2.2 Recurring fee: The billing cycle starts from the moment log-in details are issued to the Customer, which is when the first invoice for the Recurring fee will be sent. Recurring invoices will be sent to Customer on each anniversary of the initial invoice date.
5.3. The per-unit pricing set forth in the relevant Order Form or Addendum will automatically increase by three percent (3%) per annum in any renewal term calculated by adding the increase to annual fees attributable to the immediately preceding year.
5.4. Customer’s payment of invoices must be made by bank transfer within fifteen (15) calendar days as from the invoice date. In case of overdue payment, the Customer shall automatically and without any notice be in default and a contractual interest at the rate of 1% per month shall become due. In addition to this contractual interest, the Customer shall automatically and without any notice be liable to pay a fixed and irreducible indemnity of 10% calculated on the outstanding amount, with a minimum of one hundred euros (EUR 100), without prejudice to the delay interest or any other potential charges or legal fees. In case of non-payment on the due date of a single invoice, the balance of all other invoices shall be, even those not yet due, immediately due and payable by law. Complaints are not of such nature that they suspend the Customer’s payment obligations with regard to the Services.
5.5. JUYO, without waiving any other right or remedy and without incurring liability to the Customer, may suspend or terminate all or part of the Services until all outstanding amounts are paid in full. JUYO is entitled to all reasonable legal and the associated costs of recovering overdue amounts.
5.6. To be valid, any claim or refusal must be sent by email within five (5) business days of receipt of the invoice. The absence of any dispute in accordance with the provisions above implies the unconditional acceptance by the Customer of the Services provided and the corresponding invoice. The defects of a part of the delivery do not authorise the Customer to refuse the totality of the delivery.
Article 6. Ownership
6.1. JUYO is and remains the owner of any property, including the Intellectual Property Rights, relating to any element of the Services implemented or developed under the SaaS Agreement.
6.2. Except as otherwise provided in the SaaS Agreement, nothing in the SaaS Agreement shall be construed as a waiver of any intellectual property of JUYO, including the copyright, trademarks, know-how, patents and sui generis right on the databases.
6.3. The SaaS Agreement does not confer on the Customer any right of ownership over the Services. The temporary availability of the Services, including the Software, under the conditions provided for in this SaaS Agreement shall not be considered as the assignment of any Intellectual Property Rights for the benefit of the Customer.
6.4. The Customer shall refrain from reproducing any element of the Services, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
Article 7. Visibility
7.1. The Parties are authorised to communicate for commercial purposes on the existence of this SaaS Agreement without being authorised to disclose the economic conditions.
7.2. For the purposes of Article 7.1, each Party is authorised to use in good faith the name and logo of the other Party and any material provided by the other Party in accordance with the specific instructions, if any, given by the other Party, without affecting his/her image or reputation and in accordance with the relevant trademark guidelines. For the avoidance of doubt, the Parties confirm that such authorisation may not be construed as an assignment of intellectual property rights over the name, logo, material provided or otherwise.
Article 8. Confidentiality – Personal Data
8.1. Without prejudice to Article 8.2, each Party shall (i) keep all information it receives from the other Party confidential, and notably (ii) not disclose the confidential information of the other Party to any third party, other than employees or agents who need to know them; and (iii) not use the confidential information of the other Party for any other purpose than to exercise its rights and to fulfil his/her obligations under the SaaS Agreement.
8.2. Notwithstanding the foregoing, no Party shall be bound by the confidentiality set forth in Article 8.1 with respect to information that (i) would have fallen or would fall into the public domain irrespective of fault by the receiving Party, (ii) would be developed independently by the receiving Party, (iii) would be known to the receiving Party before the other Party discloses it to him, (iv) would be legitimately received from a third party not submitted to an obligation of confidentiality, or (v) should be disclosed by law or by court order (in which case they shall only be disclosed to the extent required and after having notified the Party that provided it in writing).
8.3. The Parties’ obligations regarding confidential information shall remain effective for the full Term of the SaaS Agreement and for so long, after the Term, as the information concerned shall remain confidential to the disclosing Party and, in any event, for a period of three (3) years after termination of the SaaS Agreement.
8.4. Each Party shall return all copies of documents and material containing confidential information of the other Party, as of the termination of the SaaS Agreement, whatever the cause.
8.5. The Parties undertake that these provisions are respected by their personnel and by any agent or third party who might be involved in any capacity in the framework of the SaaS Agreement.
8.6. Each Party shall ensure that any personal data communicated to or received from the other Party is treated in a manner that complies with applicable legal and regulatory data protection requirements, including those of the European General Regulation on the Protection of Personal Data, the law of 5 July 2018 on the protection of natural persons with regard to the processing of personal data, and any future development in the applicable national and European legislation on the protection of privacy and processing of personal data. [NEW] JUYO’s Privacy Policy, available at https://juyo.ai/privacy-policy, sets out how JUYO processes personal data in connection with the operation of the Services and applies to all Authorized Users.
8.7. The parties have entered into a Data Processing Agreement, which is published online at https://juyo.ai/data-processing-agreement and is incorporated into this Agreement by reference (as amended or replaced from time to time in accordance with its terms). With effect from these Restated Terms and Conditions, that Data Processing Agreement supersedes and replaces any prior data processing agreement between the parties. JUYO will notify the Customer of material changes to the Data Processing Agreement in accordance with the change-of-terms provisions of this Agreement.
8.8. Anonymized and Aggregated Data. JUYO may derive anonymized and aggregated data from Customer Data, including but not limited to data relating to product usage, commercial performance, financial metrics, and operational activity (“Aggregated Data”). Aggregated Data shall be irreversibly de-identified such that it cannot reasonably be used to identify the Customer or any individual. JUYO may use Aggregated Data without restriction for purposes including but not limited to: industry benchmarking, market analysis, product improvement, research, and the development of new services. For the avoidance of doubt, Aggregated Data is not considered Customer Data under the SaaS Agreement, and JUYO’s right to use Aggregated Data shall survive termination or expiration of the SaaS Agreement. JUYO’s confidentiality obligations under Article 8.1 shall not apply to Aggregated Data.
Article 9. Artificial Intelligence
The Customer acknowledges that certain features of the Services may use artificial intelligence and/or machine-learning technologies (“AI Features”) provided either by JUYO or by third-party AI providers integrated into the Services. These may include functionalities that generate insights, forecasts, explanations, recommendations, or summaries based on Customer Data and customer inputs and/or questions.
Where AI Features are used, JUYO will clearly indicate within the user interface that the Customer is interacting with AI-generated content or functionality and will provide a clear description of the main capabilities and limitations of such AI Features.
The Customer:
- acknowledges that AI-generated outputs may depend directly on the questions, prompts, instructions, quality of underlying data and context provided by the Customer;
- will ensure appropriate human review and oversight of AI-generated outputs and will not rely exclusively on such outputs for decisions that may have significant legal, financial, operational, or human-resources consequences;
- is responsible for verifying AI-generated outputs before using them in its business decisions or communicating them to third parties.
JUYO will use Customer Data in AI Features only for the purpose of providing the Services and under the parties’ data-processing agreement and applicable data-protection laws. Unless expressly agreed in writing, JUYO will not use Customer Data to train or improve general-purpose AI models for the benefit of third parties. Where the provision of AI Features involves the transfer of personal data to third-country AI providers, JUYO will ensure that an appropriate legal transfer mechanism is in place under applicable data-protection law (such as an adequacy decision, Data Privacy Framework participation, and/or standard contractual clauses). For the avoidance of doubt, JUYO’s use of Aggregated Data as defined in Article 8.8 shall not constitute use of Customer Data for the purposes of this Article 9.
The Customer acknowledges that certain AI Features may rely on third-party AI services. To the extent such services are provided by third parties, they are subject to the terms and policies of those providers. JUYO does not provide any independent guarantee regarding the availability, performance, or continued provision of such third-party AI services.
The Customer acknowledges that AI Features may be offered as part of the Services at no additional charge initially, but that JUYO reserves the right to introduce fees for some or all AI Features in the future, including usage-based fees, feature-based fees, or separate subscription tiers. Any such fees will apply only after 30 days’ prior notice to the Customer. The Customer will have no obligation to pay such fees unless and until they become effective in accordance with the applicable change-of-terms or ordering provisions of this Agreement.
Where AI Features rely on third-party AI service providers, JUYO shall use commercially reasonable efforts to ensure that such providers are bound by appropriate obligations addressing confidentiality, data security, and restrictions on the use of Customer Data, to the extent consistent with the standard terms and certifications offered by such providers and with applicable data law.
Unless expressly agreed otherwise in writing, Customer Data shall not be used by JUYO to train or improve general-purpose AI models for the benefit of third parties. JUYO shall use commercially reasonable efforts to ensure that third-party AI providers are contractually restricted from doing the same.
JUYO applies reasonable care in selecting such providers and relies on their published terms, certifications, and documented compliance measures as evidence of their compliance with applicable data protection legislation.
JUYO will inform the Customer of any material changes to the third-party AI providers used for AI Features or to the nature of the AI processing, in accordance with the change-of-terms provisions of this Agreement. Upon reasonable request, JUYO will provide a high-level summary of the relevant data protection and security safeguards applicable to such third-party AI providers.
Without prejudice to the general limitations of liability agreed between the parties, the Customer expressly acknowledges that AI-generated outputs are inherently probabilistic and may contain errors, omissions, or inaccuracies. Accordingly, JUYO will not be liable for any loss, damage, cost, or claim of any kind (whether direct or indirect, including loss of profits, business interruption, loss of data, reputational harm, or consequential damages) arising from or in connection with:
- the Customer’s reliance on, interpretation of, or use of any AI-generated output, including where such output is incomplete, incorrect, misleading, outdated, or inconsistent;
- the Customer’s failure to exercise appropriate human review, supervision, or oversight when using AI-generated outputs, or the Customer’s use of such outputs as the sole basis for operational, financial, legal, HR, or strategic decisions;
- any inaccuracies, hallucinations, inconsistencies, or technical limitations inherent in AI models or third-party AI systems integrated into the Services;
- the content, structure, or quality of the questions, prompts, instructions, or context provided by the Customer to the AI Features, including misunderstandings or misinterpretations arising from such inputs;
- the inaccuracy, incompleteness, unsuitability, or unlawfulness of Customer Data or other data provided or selected by the Customer, whether used directly or indirectly by AI Features; and/or
- the Customer’s failure to validate, verify, or review AI-generated outputs before using them internally or communicating them to third parties.
For the avoidance of doubt, AI-generated content is provided solely as an assistive functionality and does not constitute professional advice, authoritative guidance, or a decision-making substitute. Nothing in this clause excludes liability that cannot be excluded under mandatory law.
JUYO may update this AI clause and/or the configuration of AI Features to reflect changes in applicable law or in the terms of its third-party AI providers. Where such changes materially affect the Customer’s use of the Services, JUYO will notify the Customer under the change-of-terms provisions of this Agreement.
Article 10. Switching and Data Portability (EU Data Act)
In accordance with Regulation (EU) 2023/2854 (the “Data Act”), the Customer may, at any time (including during the then-current Term), request the export of Customer Data and/or switch the Services to an alternative data-processing or cloud service provider.
JUYO will not impose any contractual, technical or commercial obstacles that unduly hinder such switching and will provide reasonable cooperation to enable an orderly transition.
Upon written request, JUYO will make available to the Customer (or to a third party designated in writing by the Customer) a copy of Customer Data processed in the Services in a commonly used, structured and machine-readable format (including CSV, JSON, database extracts or equivalent API access), within twenty (20) business days, subject to the Customer having complied with all undisputed payment obligations due and payable as of the request date.
Any migration assistance requested by the Customer beyond JUYO’s minimum obligations under the Data Act (including bespoke exports, custom mappings or technical consultancy) will be provided as optional professional services on a time-and-materials basis at JUYO’s then-current professional services rates, subject to prior written agreement.
During the transitional period provided under the Data Act, JUYO may charge cost-based fees strictly limited to the direct costs incurred in providing data export and switching assistance. After expiry of the transitional period, JUYO will not charge any switching fees for enabling switching or data export under the Data Act, without limiting fees for optional professional services exceeding the minimum legal requirements.
Article 11. Liability
11.1. Nothing in this SaaS Agreement and in particular in this section excludes or limits any liability that cannot be excluded under applicable law.
11.2. Except as otherwise provided, and with the exception of personal injury, JUYO and its subcontractors (including but not limited to all suppliers of equipment and technology), directors, subsidiaries, associates, representatives, contractors and employees shall in no event be held liable in respect to any performance of the SaaS Agreement or any general terms thereof, any negligence or any other form of liability notably:
- for any error, interruption of use, loss, inaccuracy, alteration of data, or costs of acquiring the Equipment or any property, service, technology or loss of profits;
- for indirect damage, incidental, special or consequential damages, including damages for lost data or lost profits arising out of or in connection with this SaaS Agreement or the Services;
- for any aspect of the Services that is beyond the reasonable control of JUYO, in particular those related to the Internet, network problems, viruses or malicious acts.
11.3. To the extent permitted by law, the total cumulative liability of JUYO for all claims arising out of or in connection with the SaaS Agreement shall not exceed the total Price paid by the Customer during the twelve (12) months prior to the damaging act.
11.4. These limitations, exclusions and disclaimer clauses apply to all claims for damages, whether based on the agreement, the guarantee, strict liability, negligence, tort or otherwise.
Article 12. Guarantee
12.1. JUYO shall use reasonable efforts in accordance with industry standards to ensure upkeep and maintenance of the Services in a manner that minimises errors and interruptions of the Services and undertakes to provide the Services in a professional manner in accordance with good practice. The Services may be temporarily unavailable for maintenance in accordance with Exhibit II.
12.2. Except provided otherwise above or in the express warranties, and to the fullest extent permitted by law, JUYO (including JUYO’s co-contractors and agents and their respective employees, directors and managers) on their own behalf or on behalf of its suppliers or licensors, makes no express or implied warranties with respect to the Services, including, but not limited to, any warranties (i) of merchantability, fitness for a particular use, performance, adequacy or non-infringement; (ii) for Third Party Products; (iii) for the performance or results to be obtained from any Service; or (iv) the Services will operate or be provided without interruption or error.
Article 13. Force Majeure
13.1. In the event of a force majeure, the Parties may suspend performance of the SaaS Agreement and its Exhibits during the period the force majeure subsists or terminate the SaaS Agreement and its Exhibits if the force majeure persists for more than sixty (60) days, without any compensation being owed.
13.2. Each Party shall notify the other Party in writing of the particular circumstances regarding the force majeure and shall do its best to remedy the situation.
13.3. For the purposes of this SaaS Agreement, « force majeure » shall be deemed to be what is generally considered by the case law of Belgian courts in this respect, and in particular any event beyond the express will of the Parties which prevents the normal execution of the SaaS Agreement, including a total or partial strike within or outside the company, lock-outs, exceptional weather conditions, epidemics, blocking distribution or stocking for any reason, earthquake, fire, storm, flood, water damage, freezing of computer systems or telecommunication, theft.
Article 14. Duration of the SaaS Agreement and Termination
14.1. At the end of the Term, the SaaS Agreement will be tacitly renewed for successive periods of twelve (12) months, unless it is terminated by one of the Parties, by registered letter with acknowledgment of receipt addressed to the other Party no later than three (3) months before the expiry date of the initial Term or its successive renewals.
14.2. Each Party shall have the right to terminate this SaaS Agreement at any time, without notice or indemnity, by giving written notice to the other Party (the “Defaulting Party”) on the date following date of dispatch of the notification, in the event of a serious default by the Defaulting Party to one of its obligations under the SaaS Agreement, provided that that Party has failed to remedy that default within thirty (30) calendar days following the date of its formal notice by registered letter.
14.3. JUYO may terminate the SaaS Agreement at any time without prior notice or indemnity, by sending a notice to the Customer in the event of a payment not in accordance with Article 5 of the SaaS Agreement. In such cases, the resolution shall have immediate effect on the day following the date of dispatch of JUYO’s notice.
14.4. Early termination of the SaaS Agreement, for any reason whatsoever, shall automatically entitle JUYO to terminate immediately, with immediate effect, any other contract binding upon the Parties at the time of termination — including, but not limited to, any contract of development, assignment, integration and maintenance — without any costs or indemnities on its part and without prejudice to the right of JUYO to claim any possible damages.
14.5. Early Termination Recovery Fee. Where the Customer terminates the Agreement for convenience prior to the expiry of the then-current Term (including in connection with a switch to another service provider), the Customer will pay JUYO an Early Termination Recovery Fee. The parties expressly agree that the Early Termination Recovery Fee is not a penalty, but a reasonable and proportionate estimate of JUYO’s actual losses resulting from early termination, including non-recoverable upfront investments, dedicated implementation and configuration work, custom developments or integrations, and discounts or preferential pricing granted in reliance on the agreed Term. The Early Termination Recovery Fee will be calculated as follows:
any implementation, training or project management services delivered at no charge or at a discounted rate, charged at JUYO’s standard professional services rates (currently EUR 200.00 per hour);
recovery of any contractual term discounts, being the difference between discounted fees paid and standard undiscounted fees for the period of actual use; and
a subscription recovery fee equal to: (i) ninety percent (90%) of the subscription fees remaining for the then-current contract year, in the case of a one-year term; or (ii) in the case of a multi-year term, ninety percent (90%) of the subscription fees that would have been payable during the first twelve (12) months following the effective date of termination, plus thirty percent (30%) of the subscription fees that would have been payable for the remainder of the then-current contractual term thereafter.
The Early Termination Recovery Fee will be independent from, and will not be construed as, a switching fee or a charge for data export under the Data Act. No Early Termination Recovery Fee will be payable where the Customer terminates the Agreement for cause under Article 14.2.
14.6. Within forty-eight (48) hours of the date of non-renewal of the SaaS Agreement or its effective termination, regardless of the cause, the Customer will no longer have access to the Software in any form whatsoever.
Article 15. General Provisions
15.1. The SaaS Agreement and its Exhibits contain all the obligations of the Parties, in relation to their scope, and shall supersede all previous contracts and agreements, both written and oral, in relation to this subject.
15.2. If one or more provisions of the SaaS Agreement and its Exhibits are declared void, unlawful or unenforceable, this shall not result in the nullity of the entire SaaS Agreement and its Exhibits. The Parties shall replace such provision(s) with a provision that best reflects the content and intent of the provision(s).
15.3. [NEW] JUYO may update these Terms from time to time. Material changes will be notified at least thirty (30) days in advance via email or in-app notification. Continued use after the effective date of changes constitutes acceptance.
15.4. Any notice in execution or in connection with the SaaS Agreement and its Exhibits shall be deemed to be validly brought to the attention of the other Party if it has been sent to the address mentioned in the preamble to the SaaS Agreement (or any other address communicated in writing), by email.
15.5. The Customer may not assign this SaaS Agreement or sublicense the Software in any way, including by merging, de-merging, or capital contribution, except as expressly authorised beforehand in writing by JUYO.
15.6. JUYO may resort to subcontracting. The use of subcontracting shall in no way reduce JUYO’s liability towards the Customer under the SaaS Agreement, JUYO remains the Customer’s guarantee for the proper performance of the SaaS Agreement.
15.7. This SaaS Agreement and its Exhibits are subject to Belgian law.
15.8. JUYO and the Customer will attempt to resolve any dispute relating to the validity, interpretation, performance and/or termination of the SaaS Agreement and its Exhibits by negotiation or by using a mediator agreed by the parties, rather than by litigation. The negotiations and mediations will be treated as confidential. If the Parties are unable to reach a solution within 30 days of the notification of the dispute to the other Party, the dispute will be submitted to the exclusive jurisdiction of the Courts of Brussels.
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