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Terms and Conditions

Article 1 Definitions

In these terms, the following definitions apply:

  • Sero: the private limited company Sero B.V., established in Amsterdam and registered with the Dutch Chamber of Commerce under number 91556961.

  • Service: the software-as-a-service offered by Sero under the name “Sero Create,” including all modules, features, beta features, integrations, and updates.

  • Customer: any individual or legal entity that registers for and uses the Service in the conduct of a profession or business (B2B).

  • Account: the digital environment created by or on behalf of Customer to access the Service.

  • Subscription: the selected subscription type (including monthly or annual subscriptions and Teams) as published on www.sero.tech.

  • Agreement: the agreement entered into between Sero and Customer through registration of an Account, purchase/activation of a Subscription, or signing of an order (form), including any additional arrangements.

  • General Terms and Conditions: these general terms and conditions.

  • Third-Party Services: services, APIs, models, and infrastructure provided by third parties on which the Service relies, in whole or in part.

  • Business Day: Monday through Friday, excluding public holidays recognized in the Netherlands.

Article 2 Applicability and Order of Precedence

  1. These general terms and conditions apply to all offers, legal relationships, Agreements, and use of the Service.

  2. Any deviations apply only if and to the extent expressly agreed with Sero in writing.

  3. The applicability of any purchasing or other (general) terms and conditions of Customer is expressly rejected.

  4. Order of precedence: (i) specific written agreements in the Agreement or order prevail over (ii) these general terms and conditions, which prevail over (iii) any other documents or policies.

  5. These general terms and conditions are also stipulated for the benefit of (and may be invoked by) directors, employees, and third parties engaged by Brainvine. This constitutes an irrevocable third-party clause within the meaning of Article 6:253 of the Dutch Civil Code.

  6. Sero is the sole contracting party. To the extent applicable, Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded and do not apply.

Article 3 Formation of the Agreement

  1. The Agreement is formed by registering an Account and accepting these terms, or by explicitly accepting a quote/order in writing.

  2. Sero may refuse or terminate a registration or order if it identifies or suspects misuse, a violation of these terms, or another compelling reason.

  3. Customer warrants that the person creating or ordering the Account is authorized to do so.


Article 4 License and Use

  1. Sero grants Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service within the selected Subscription.

  2. Customer is prohibited from:

  • copying, reselling, renting, leasing, or making the Service available to third parties beyond the agreed seats/user access;

  • bypass, test, or breach security measures;

  • attempting to obtain the source code (reverse engineering), except to the extent permitted by mandatory law;

  • using the Service in violation of applicable laws and regulations, third-party rights (including intellectual property rights and privacy rights), or the agreed purpose;

  • to place or generate content that is unlawful, discriminatory, defamatory, misleading, harmful, or otherwise impermissible.

  1. Customer is fully responsible for the content uploaded, integrated, or generated through the Service, including any prompts, data, and output, and for its use.

  2. Access credentials are personal. Customer is responsible for adequately securing its Accounts and must immediately report incidents or suspected misuse through the support channels.

  3. Sero may limit fair-use allowances, rate limits, and malicious or excessive use to ensure the Service remains available to all customers.


Article 5 Subscriptions, Fees, and Payment

  1. Subscription rates are listed at www.sero.tech and exclude VAT and other taxes.

  2. Payment is processed through Stripe (including iDEAL, SEPA, and credit cards) by automatic debit, unless otherwise agreed. Teams and Feeds subscriptions are invoiced in advance in accordance with the agreed terms. Usage fees are invoiced monthly in arrears.

  3. For invoicing, the payment term is 14 days from the invoice date. If payment is overdue, Customer will be in default without further notice of default and will owe statutory commercial interest, plus reasonable extrajudicial and judicial collection costs. In that case, Sero may suspend the Service and/or declare the claim immediately due and payable.

  4. Subscription fees are due at the start of the selected term and are non-refundable. Downgrades or cancellations never take effect retroactively.

  5. In principle, Sero does not change rates for existing customers during the term of their Subscription. Only in exceptional circumstances (such as significant changes to the Service, external costs, or legislation) may Sero decide to adjust its prices. In that case, Customer will be notified in writing well in advance and has the right to cancel the Subscription free of charge before the change takes effect.

  6. Any promotions or discounts do not automatically apply to renewals or other Subscriptions unless expressly stated.


Article 6 Term, Renewal and Cancellation

  1. Subscriptions are entered into on a monthly or annual basis, depending on Customer’s choice, and automatically renew for the same period each time unless otherwise agreed.

  2. Customer can cancel independently through the profile page. The Subscription remains active until the end of the current period. For Teams or Feeds subscriptions, Customer must contact customer support.

  3. After termination of the Subscription, the Account and the data contained in it will be retained. Customer may reactivate the Subscription at any time.

  4. If Customer permanently deletes the Account through the profile page, all data will be irreversibly deleted, except where retention is required by law.

  5. Sero may terminate or suspend the Agreement/Subscription with immediate effect, including before the end of the term, if: (i) Customer fails to comply with its obligations under the Agreement or applicable law and does not remedy this within a reasonable period after receiving notice of default; (ii) bankruptcy or a suspension of payments is applied for or declared; (iii) the Dutch Debt Restructuring for Natural Persons Act (WSNP) is declared applicable to Customer; or (iv) a change in control occurs at Customer that creates unacceptable risks for Sero.

  6. If Customer terminates early, or Sero terminates early for reasons attributable to Customer, Sero may claim compensation for identifiable costs and damages, including lost capacity.


Article 7 Availability, Deadlines, Maintenance, and Support

  1. Sero strives to ensure good availability of the Service but provides no guarantees or service levels. Deadlines stated or agreed to by Sero are target deadlines.

  2. The Service also depends on Third-Party Services (e.g., APIs, models, and infrastructure). Brainvine cannot guarantee the uninterrupted operation or performance of such Third-Party Services.

  3. Maintenance, updates, and changes may take place without prior notice. Where reasonably possible, Sero will communicate planned maintenance in a timely manner.

  4. Support is provided by email and chat during business hours, with limited telephone support during business hours. Live chat and the AI bot are available 24/7.

  5. Beta and experimental features are provided “as is,” without any warranty, and may be modified or discontinued at any time.

  6. In all cases, Sero will only be in default after Customer has provided written notice of default, including a detailed description of the breach and a reasonable cure period of at least 60 days.


Article 8 Data, Privacy, and Security

  1. Sero stores customer data indefinitely for as long as the Account exists. Data is deleted at Customer’s request or upon termination with account deletion, subject to statutory retention obligations.

  2. Customers cannot export their data. Data remains accessible for as long as the Account is active.

  3. Sero processes personal data in accordance with the GDPR and the privacy policy published at www.brainvine.ai. Where and to the extent required, the parties will enter into a data processing agreement.

  4. 8.4 Both parties will keep strictly confidential any information they receive in connection with the performance of the Agreement whose confidential nature they know or should reasonably understand.

  5. Sero implements reasonable technical and organizational measures appropriate to the nature of the Service. However, no security is perfect: Customer remains responsible for its own systems, access management, and integrations.

  6. In the event of a security breach with a significant impact, Brainvine will inform Customer in accordance with applicable law.


Article 9 Intellectual Property and Content

  1. All intellectual property rights in the Service, software, code, documentation, designs, and brand name belong to Sero or its licensors.

  2. All output generated by the Service is fully owned by Customer, including commercial usage rights, to the extent and for as long as that output does not infringe third-party rights or applicable law.

  3. Customer warrants that it is authorized to use the input and data it provides and indemnifies Sero against any related third-party claims.

  4. Sero may freely use feedback or suggestions from Customer to improve the Service, without any obligation to provide compensation.

  5. Customer authorizes Sero to use Customer’s name and logo as a reference in commercial communications, unless Customer objects in writing.


Article 10 Information Provided by Customer

  1. Customer will provide all information reasonably required for the proper operation of the Account and the Service in a timely manner, including accurate billing and payment details, user data, and access rights for integrations.

  2. Customer guarantees the accuracy, completeness, and reliability of this information and that it is authorized to provide it to Sero.

  3. Additional costs and damages resulting from inaccurate, incomplete, or untimely information will be borne by and at the risk of Customer. Sero may suspend performance and access until Customer provides the requested information.


Article 11 Liability

  1. Customer uses the Service at its own expense and risk. Sero is not liable for:

  • inaccuracies or omissions in generated content;

  • damage resulting from the unavailability or malfunction of the Service or External Services;

  • indirect damages, consequential damages, lost profits, reputational damage, loss of or corruption of data;

  • damage resulting from acts or omissions by third parties engaged by Sero, except in cases of intent or gross negligence by Sero.

  1. To the extent permitted under Dutch law, Sero’s liability is limited to the amount paid out under the insurance policy taken out by Sero in the relevant case. If no payment is made, liability is limited to an amount equal to the fees paid by Customer in the twelve (12) months preceding the event.

  2. Customer’s claims will lapse if Customer does not notify Sero in writing no later than one (1) year after discovering, or reasonably being able to discover, the damage.


Article 12 Indemnification

  1. Customer indemnifies Sero against all third-party claims relating to content provided, integrated, or generated by Customer, the use of the Service by or on behalf of Customer, and any breach of these terms. This indemnity includes reasonable legal assistance and defense costs.


Article 13 Force Majeure

  1. Sero is not required to perform its obligations in the event of force majeure. Force majeure includes, among other things, disruptions to internet or telecommunications infrastructure, outages or limitations affecting External Services and APIs, DDoS attacks, power outages, pandemics, government measures, and other events beyond Sero’s control.

  2. In the event of force majeure, obligations will be suspended for as long as the force majeure continues. If the force majeure lasts longer than sixty (60) days, either party may terminate the Agreement in writing without liability for damages.


Article 14 Acquisition of Personnel

  1. Customer will not, without Sero’s prior written consent, directly or indirectly approach or employ any Sero employees involved in providing the Service to perform work for Customer during the term of the Agreement and for twelve (12) months thereafter.


Article 15 Transfer

  1. Customer may not transfer any rights or obligations under the Agreement to third parties without Sero’s prior written consent. This prohibition also has property-law effect within the meaning of Article 3:83(2) of the Dutch Civil Code.

  2. Sero may at any time transfer its rights and obligations under the Agreement, including in advance, to third parties, for example as part of a reorganization or the transfer of all or part of the business.


Article 16 Changes to the Service and Terms

  1. Sero may continuously improve and modify the Service, including by adding, modifying, or discontinuing features or modules. In the event of changes with a materially adverse impact on Customer, Sero will, where reasonably possible, provide timely notice; in that case, Customer may terminate the Subscription effective as of the date the change takes effect.

  2. Sero may amend these general terms and conditions. Changes will be communicated to Customer in a timely manner. If Customer does not agree, Customer may terminate the Subscription before the change takes effect.


Article 17 Confidentiality

  1. The parties will treat all confidential information they receive in connection with the Agreement as strictly confidential and will not disclose it to third parties or use it for any purpose other than performing the Agreement, except to the extent disclosure is required by law or a binding judgment.

  2. The obligation under this article will survive termination.


Article 18 Final Provisions, Governing Law and Disputes

  1. If any provision of these terms is wholly or partially void, invalid, or unenforceable, this will not affect the validity of the remaining provisions. The parties will consult with each other to agree on a valid provision that most closely reflects the intent of the invalid provision (conversion).

  2. Notices may be validly given electronically, including by email or through the Service.

  3. These terms and the Agreement are governed exclusively by Dutch law.

  4. All disputes will be submitted to the competent court in Amsterdam.