These Terms of Service ("Terms") govern access to and use of the Replai platform and related services (the "Service") provided by Replai, a company founded and based in Belgium, with registered office at [registered address], registered under company number [company number] and VAT number [VAT number] ("Replai", "we", "us").
By creating an account, clicking "I agree", or using the Service, the person or entity accepting these Terms (the "Customer", "you") agrees to be bound by them. If you accept on behalf of an organisation, you represent that you are authorised to bind it.
1. Business customers only (B2B)
1.1 The Service is offered only to businesses, professionals, and organisations acting in the course of their trade, business, craft, or profession. By accepting these Terms, you confirm that you are acting in a business or professional capacity and not as a consumer.
1.2 Because you contract as a business, the statutory 14-day consumer right of withdrawal does not apply.
1.3 We do not knowingly contract with consumers. If you cannot give the confirmation in clause 1.1, you must not use the Service.
2. Definitions
- "Account" — the Customer's registered access to the Service.
- "Authorised Users" — individuals the Customer permits to use the Service under its Account.
- "Customer Data" — all data, content, and knowledge sources the Customer or its Authorised Users submit to the Service, and the end-user conversation data routed through it.
- "End User" — a person who interacts with the Customer's support assistant powered by the Service.
- "Output" — responses or content generated by the Service's AI features.
- "Subscription" — a paid plan giving access to the Service for a defined term.
3. Account registration and security
3.1 You must provide accurate, complete registration information and keep it current.
3.2 You are responsible for safeguarding all credentials, for all activity under your Account, and for the acts and omissions of your Authorised Users as if they were your own.
3.3 You must notify us promptly at [email protected] of any suspected unauthorised access.
4. The Service
4.1 Replai is an AI-powered customer-support assistant. The Customer connects its knowledge sources (e.g. documentation, GitBook); Replai answers the Customer's End Users' questions, with optional live human handoff.
4.2 We may modify, improve, or discontinue features. We will give reasonable notice of any change that materially reduces core functionality.
4.3 Availability. The Service is provided on an "as is" and "as available" basis, to the maximum extent permitted by Belgian law. No uptime, availability, or service-level commitment is given under these Terms unless agreed separately in writing.
5. Free trial
5.1 We offer a single 14-day free trial. This is the only free offering; there is no other free tier.
5.2 Unless you cancel before the trial ends, the trial converts to a paid Subscription and billing begins automatically at the then-current price for your selected plan.
5.3 The trial is provided "as is" with no warranties. We may withdraw or change trial terms at any time.
6. Fees, billing, renewal, and price changes
6.1 Fees. You agree to pay the fees for your selected plan. All fees are stated exclusive of VAT and other applicable taxes, which you must pay in addition where due.
6.2 Billing cycle. Fees are billed in advance on the cycle shown at purchase (e.g. monthly or annually) via our payment processor [payment processor].
6.3 Automatic renewal. Subscriptions renew automatically for successive terms equal to the initial term, at the then-current price, unless cancelled under clause 7.
6.4 Price changes. We may change prices for future terms by giving at least 30 days' notice before the change takes effect. Continued use after the effective date constitutes acceptance.
7. No refunds, cancellation, and non-payment
7.1 No refunds. Except where Belgian mandatory law requires otherwise, all fees are non-refundable, including for partially used periods, unused features, or downgrades.
7.2 Cancellation. You may cancel at any time to stop future billing and renewal. Cancellation does not refund amounts already paid; your access continues until the end of the paid period then in effect.
7.3 Non-payment. If payment is overdue, we may, after reasonable notice, suspend the Service and ultimately terminate for cause under clause 13.
8. Intellectual property
8.1 Replai's IP. Replai and its licensors own all rights in the Service, the platform, the software, the documentation, and all improvements, including improvements derived from aggregated or de-identified usage. Except for the limited rights granted here, no rights are transferred to you.
8.2 Customer's content. As between the parties, you own all Customer Data. You grant Replai a worldwide, non-exclusive licence to host, process, transmit, and display Customer Data solely to provide and support the Service and as instructed under the DPA.
8.3 Licence to you. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your Subscription for your internal business purposes.
8.4 Feedback. If you give feedback or suggestions, you grant Replai a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.
9. Customer Data, privacy, and confidentiality
9.1 Replai's handling of personal data as controller (account, billing, marketing, website) is described in the Privacy Policy.
9.2 For End User conversation data the Customer routes through the Service, Replai acts as a processor on the Customer's documented instructions under the Data Processing Agreement, which forms part of these Terms.
9.3 Each party will keep the other's confidential information confidential and use it only to perform under these Terms, except where disclosure is legally required.
10. AI-specific terms
10.1 Output may be wrong. The Service uses AI models. Output may be inaccurate, incomplete, or outdated. You must review Output before relying on it, especially before it is shown to or acted on by End Users.
10.2 No fitness guarantee. We do not warrant that Output is accurate, fit for any particular purpose, or free of errors.
10.3 Human handoff is best-effort. Live human handoff depends on the Customer's own staffing and configuration and is provided on a best-effort basis; we do not guarantee a human will be available.
10.4 Lawful inputs only. You must not input unlawful content, or any special-category personal data (Art. 9 GDPR) or others' personal data, unless you have a valid legal basis and authority to do so. See the Acceptable Use Policy and the DPA.
10.5 AI transparency. The Service tells End Users they are interacting with an AI assistant, in line with applicable transparency rules including Article 50 of the EU AI Act (Regulation (EU) 2024/1689). The Customer must not remove or obscure this notice and remains responsible, as deployer, for informing its End Users that responses are AI-generated.
11. Acceptable use
Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference. Breach of that policy is a breach of these Terms.
12. Warranties, disclaimers, liability, and indemnity
12.1 Disclaimer. To the maximum extent permitted by Belgian law, the Service and Output are provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
12.2 Limitation of liability. To the maximum extent permitted by Belgian law: (a) neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or goodwill; and (b) each party's total aggregate liability arising out of or related to these Terms is capped at the total fees paid by the Customer to Replai in the 12 months preceding the event giving rise to the claim.
12.3 Exclusions from the cap. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
12.4 Customer indemnity. You will indemnify Replai against third-party claims arising from your Customer Data, your breach of the Acceptable Use Policy, or your unlawful use of the Service, to the extent permitted by law.
13. Term, suspension, and termination
13.1 Term. These Terms apply from acceptance until all Subscriptions are terminated.
13.2 Suspension. We may suspend access immediately where required to prevent material harm, a security risk, an acceptable-use breach, or unlawful use, or for non-payment under clause 7.3.
13.3 Termination for cause. Either party may terminate for material breach not cured within 30 days of written notice.
13.4 Termination for convenience. You may terminate by cancelling under clause 7.2. We may terminate for convenience on 30 days' notice, subject to clause 7.1 (no refunds).
13.5 Effect of termination. On termination, your right to use the Service ends. For 30 days you may export Customer Data; after that we will delete or return it in accordance with the DPA.
14. General
14.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
14.2 Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger or sale.
14.3 Subcontracting. We may use subcontractors and sub-processors (see the Sub-processors list) and remain responsible for their performance.
14.4 Entire agreement. These Terms, the Acceptable Use Policy, the Privacy Policy, and the DPA are the entire agreement and supersede prior discussions.
14.5 Severability. If a provision is held invalid, the rest remains in effect.
14.6 Amendments and notices. We may amend these Terms on 30 days' notice by email or in-product notice; continued use after the effective date constitutes acceptance.
15. Governing law and jurisdiction
15.1 These Terms are governed by Belgian law.
15.2 Disputes are subject to the exclusive jurisdiction of the competent courts of [court / seat], Belgium.
Contact: [email protected] · [registered address]