FloorFiller Terms of Service (business customers)

3.1 Scope

These terms apply to every offer, every order and every agreement between FloorFiller and the Customer, and to all use of the Services.

3.2 Customer terms excluded

The applicability of the Customer's purchasing, general or other terms and conditions is expressly rejected, even if reference is made to them in the Customer's correspondence.

3.3 Order of precedence

In the event of conflict, the following order of precedence applies: (a) a written agreement signed by the parties, (b) the Data Processing Agreement, (c) these general terms and conditions, (d) the documentation and pricing information on the Platform.

3.4 Business use only

These terms are intended exclusively for use in the course of a profession or business. The Services are not offered to consumers. The Customer represents that it is acting as a business.

3.5 Right of refusal

We may refuse to contract with parties that may be regarded as competitors of FloorFiller.

4.1 Formation

The agreement is formed at the moment the Customer creates an account and accepts these terms, or earlier if FloorFiller begins performance.

4.2 Accuracy of data

The Customer warrants the accuracy and currency of the business, contact and billing details provided.

4.3 Confidentiality of login credentials

The Customer is responsible for keeping login credentials and API keys confidential and for all use that takes place via its account, including by employees or third parties. If misuse is suspected, the Customer must notify us without delay.

4.4 Suspension or termination

We may refuse, suspend or terminate an account if we suspect fraud, non-payment, unlawful use or unacceptable risk to our infrastructure or reputation.

5.1 Scope of the Services

FloorFiller provides a Platform and a Service with which End Users can have an indicative, AI-generated representation created of a product in a space they supply, and provides a Results Page on which the End User can retrieve their results.

5.2 Best efforts obligation

All obligations of FloorFiller are best-efforts obligations, unless expressly agreed otherwise in writing. We do not guarantee any specific image quality, likeness, conversion, revenue or commercial outcome.

5.3 Nature of the Visualisation

The Visualisation is a prediction of an AI model. Colour, texture, pattern, scale, lighting and perspective may differ from reality. The Customer expressly acknowledges this and takes it into account in the way it presents the Service on its website.

5.4 Availability

We do not provide a service level agreement unless separately agreed in writing. We aim for good availability, but do not guarantee uninterrupted or error-free operation and may temporarily restrict or interrupt the Services for maintenance, updates, security or capacity management.

5.5 Further development

We may further develop the Services, add, modify or remove functionality and change AI supplier or underlying model. If a change materially and adversely limits core functionality for the Customer, we will inform the Customer at least thirty days in advance by email; in that case the Customer may terminate the agreement with effect from the date the change takes effect. For changes to sub-processors, section 8.6 also applies.

5.6 External suppliers

The Services depend on external suppliers for, among other things, AI inference, hosting, storage, payments and email. Outages, policy changes, price changes or termination of services by those suppliers may affect the Services.

6.1 Credits and pricing

The Services operate on the basis of Credits. Current prices and Credit consumption per action are shown on the Platform.

6.2 Moment of consumption

Each generated Visualisation consumes Credits, even if the End User rejects the result, does not download it or abandons the session. Credits are consumed at the moment of processing.

6.3 No refund

Purchased Credits are not exchangeable for money and are not refunded, including upon termination of the agreement, except where mandatory law requires otherwise. Unused Credits expire at most 3 months after purchase. Unused credits within a subscription expire during the subscription term and remain usable for at most one month after purchase.

6.4 VAT and levies

All amounts are exclusive of VAT and exclusive of any third-party levies, unless stated otherwise.

6.5 Payment and default

Invoices must be paid within 14 days. In the event of late payment, the Customer owes statutory commercial interest (Article 6:119a of the Dutch Civil Code) and extrajudicial collection costs without notice of default being required, and we may suspend the Services.

6.6 Price adjustments

We may adjust rates with thirty days' notice. Price increases do not apply retroactively to Credits already purchased.

6.7 Invoice objections

Objections to an invoice do not suspend the obligation to pay and must be reported in writing within fourteen days of the invoice date.

7.1 Correct implementation

The Customer embeds the Service in accordance with our technical documentation and does not modify the code, notices or consent request unless we permit this in writing.

7.2 Own legal documentation

The Customer maintains its own, current privacy statement, terms and conditions and, where applicable, cookie banner on its website, and describes in understandable terms the use of the Service and the associated processing. The Customer refers therein to the End user terms of FloorFiller.

7.3 Informing End Users

As data controller, the Customer itself complies with its information obligation under Article 13 GDPR. FloorFiller provides a consent mechanism and standard texts for this purpose, but the Customer remains responsible for their content and visibility on its own website.

7.4 Age limit

The terms of our AI supplier prohibit use of the model in services aimed at, or likely to be accessible to, persons under eighteen years of age. The Customer therefore does not embed the Service on websites or pages aimed at minors, and removes the Service as soon as that becomes the case. The Service itself applies an age limit of eighteen years.

7.5 Product data

The Customer warrants that it is entitled to use the product images, textures, brand names and other product data it configures in the Platform and that these do not infringe third-party rights.

7.6 Presentation

The Customer does not present the Visualisation on its website as a photographic or exact representation of the product and does not create the impression that FloorFiller guarantees the final result after delivery or installation.

7.7 Use of End User data

Data that the Customer receives via the dashboard may be used by the Customer solely for the purpose for which the End User provided it and on the basis of its own valid legal ground. In doing so, the Customer must in particular comply with the rules on unsolicited electronic communications (Section 11.7 of the Dutch Telecommunications Act). Selling, renting or passing on this data to third parties for marketing purposes is not permitted.

7.8 Prohibited use

The Customer does not use the Services to:

• offer the Service on websites with unlawful, hateful, violent, discriminatory or sexually explicit content;
• send automated or disproportionately large numbers of requests, circumvent rate limits or burden our infrastructure;
• reverse-engineer, decompile, copy or recreate the Services, except where mandatory law requires otherwise;
• resell, repackage, white-label or offer the Services in whole or in part as part of a competing service, unless agreed in writing;
• use Input Images or Visualisations to train, fine-tune or evaluate AI models, or to develop a model competing with the AI supplier;
• test or circumvent security measures without our prior written consent.

7.9 Applicability of supplier terms

The Customer acknowledges that use of the AI model is subject to additional terms of the AI supplier, including a prohibited-use policy. FloorFiller makes current references thereto available on request. The Customer does not act in breach of those terms and ensures that its End Users do not either.

7.10 Suspension

In the event of a (suspected) breach of this section, we may suspend or terminate the Services immediately and without prior warning, without being obliged to provide a refund or compensation.

8.1 The Customer is data controller

For all personal data processed via the Service on the Customer's website, the Customer is the data controller within the meaning of Article 4(7) GDPR. That includes Input Images, Visualisations, End Users' name and email address, the Results Page and usage statistics in the Customer's dashboard.

8.2 FloorFiller is processor

FloorFiller processes that data solely on documented instruction of the Customer. The instructions consist of these terms, the Data Processing Agreement and the settings the Customer selects in the Platform. The fact that data is processed on our infrastructure and under our domain does not change that allocation of roles.

8.3 For which FloorFiller is itself data controller.

Solely for:

• the Customer's account, billing and our business communications;
• visitors to floorfiller.ai who arrive there directly, outside the Service;
• fully anonymised business statistics that are not relatable to individuals.

Our Privacy Policy applies directly to these processing activities.

8.4 Security is not an independent purpose

Security, abuse prevention, rate limiting and troubleshooting are carried out by FloorFiller in fulfilment of Article 32 GDPR in the role of processor, and not as an independent purpose.

8.5 Consent

FloorFiller provides a consent mechanism in the Service and records evidence thereof on behalf of the Customer. As data controller, the Customer remains responsible for ensuring that a valid legal ground exists and that consent is freely given, specific, informed and unambiguous.

8.6 Sub-processors

The Customer grants FloorFiller general written authorisation to engage sub-processors, as referred to in Article 28(2) GDPR. Current sub-processors are listed by name, contracting party, location and processing location in section 7 of our Privacy Policy, with a reference to their processor terms. We will announce intended changes at least 30 days in advance by email or via the dashboard; the Customer may lodge reasoned objection within that period and, if the parties cannot reach agreement, terminate the agreement with effect from the date the change takes effect.

8.7 Transfer outside the EEA

The contracting party of FloorFiller for AI inference is established within the European Economic Area, but also processes personal data outside it, including in the United States, and may temporarily store or cache it in any country where that party or its agents have facilities. Some supporting suppliers also process partly outside the EEA. FloorFiller ensures an appropriate transfer mechanism under Chapter V GDPR, including standard contractual clauses and, where applicable, an adequacy decision. Current suppliers and their locations are listed in section 7 and section 8 of our Privacy Policy. FloorFiller does not offer data residency within the EEA. If the Customer requires that, no agreement will be formed.

8.8 Logging by the AI supplier

The Customer acknowledges that the AI supplier logs submitted input and generated output for a limited period to detect breaches of its prohibited-use policy and to comply with legal obligations. FloorFiller has no control over the duration of that logging and cannot guarantee deletion thereof. The Customer informs its End Users accordingly. The AI supplier does not use the input and output to train or improve its models.

8.9 Retention periods

FloorFiller applies the standard retention periods as described in our Privacy Policy and in Appendix 1. These apply as instruction of the Customer, unless the Customer instructs a shorter period in writing. Deletion takes place automatically. In addition, during the retention period the Customer and the End User may initiate manual deletion at any time via the Platform.

8.10 Data subject rights

Requests from End Users received directly by FloorFiller are forwarded to the Customer without delay and confirmed to the data subject. We provide the Customer with reasonable assistance in handling them. The Customer remains responsible for the substantive assessment and timely response.

8.11 Customer's own responsibility

The Customer is responsible for the lawfulness of its instructions, for its information obligations under Articles 12 to 14 GDPR, for maintaining its record of processing activities and, where applicable, for carrying out a data protection impact assessment.

9.1 Rights to the Services

All intellectual property rights in the Services, the software, the source code, the design, the interface, the documentation, the trademarks and the trade names vest in FloorFiller or its licensors. Nothing is transferred.

9.2 Customer's right of use

FloorFiller grants the Customer, for the duration of the agreement, a non-exclusive, non-transferable, non-sublicensable and revocable right to use the Services for its own website, solely for the intended purpose.

9.3 Customer's product data

The Customer retains the rights to its own product data and grants FloorFiller a licence to host, process, convert and display it to End Users, insofar as necessary to provide the Services.

9.4 Visualisations

With respect to Visualisations, FloorFiller does not transfer intellectual property rights and FloorFiller gives no guarantee that a Visualisation enjoys copyright protection or that a Visualisation does not affect third-party rights. The Customer may use Visualisations solely within the service provided to the relevant End User. For use beyond that, including marketing, prior written consent from FloorFiller is required as well as separate, express consent from the End User, for which the Customer is itself responsible.

9.5 Feedback

We may use feedback, suggestions and improvement proposals from the Customer freely and without compensation.

9.6 Reference use

We may mention the Customer's name and logo in a reference overview, unless the Customer objects in writing. This does not apply to Visualisations or End User data.

10.1 Confidentiality obligation

The parties keep confidential information of the other party secret and use it solely for performance of the agreement. This obligation continues after the end of the agreement.

10.2 Meaning of confidential information

Confidential information includes in any event pricing arrangements, technical documentation, non-public functionality and data relating to End Users.

11.1 Maximum liability

The total liability of FloorFiller towards the Customer is, per event or series of related events, limited to direct damage up to at most the amount actually paid by the Customer to FloorFiller in the twelve months preceding the damaging event, with an absolute maximum of € 1,000 per contract year.

11.2 Direct damage

Direct damage means exclusively: reasonable costs to cause performance to conform to the agreement, reasonable costs to establish the cause and extent of the damage, and reasonable costs to prevent or limit the damage.

11.3 Exclusions

FloorFiller is never liable for:

• the content, accuracy, likeness or suitability of a Visualisation;
• purchase, return, warranty or installation decisions by End Users or by the Customer;
• the relationship between the Customer and its website, including delivery, price, quality, warranty, installation and complaint handling;
• the way in which the website uses the Customer's data after receiving it from us;
• lost profit, missed revenue, missed savings, reputational damage, loss of goodwill, loss or corruption of data and any other indirect or consequential damage;
• damage due to unavailability, delay, outage or change of the Services;
• acts or omissions of external suppliers, including the AI supplier, and the consequences of their logging or security measures;
• unlawful, incomplete or incorrect use of the Services by the Customer or by End Users;
• fines, sanctions or claims arising from the Customer's failure to comply with its obligations as data controller, including a missing or invalid legal ground;
• damage resulting from product data supplied or configured by the Customer;
• the consequences of embedding the Service in breach of section 7.4.

11.4 Condition

Liability arises only after written notice of default with a reasonable cure period, unless performance is permanently impossible.

11.5 Limitation period

Any claim expires if it is not reported in writing to FloorFiller within twelve months of arising, and in any event if proceedings are not commenced within twenty-four months of notification.

11.6 Exception

The limitations in this section do not apply in the event of intent or deliberate recklessness on the part of FloorFiller or its management.

11.7 Indemnification

The Customer indemnifies FloorFiller against all claims by End Users, supervisory authorities and other third parties arising from or relating to use of the Services by the Customer or its End Users, conduct in breach of section 7 or section 8, or data and instructions supplied by the Customer. This indemnification includes reasonable costs of legal assistance.

11.8 Allocation by role

The parties agree that liability towards data subjects and supervisory authorities is in principle borne by the party that breached the relevant obligation, in accordance with Article 82 GDPR. The limitations in this section apply in full in the relationship between the parties.

12.1 No performance in case of force majeure

FloorFiller is not obliged to perform in the event of force majeure. This includes in any event: outages, capacity restrictions, policy changes or termination of services by AI, hosting, storage, payment or email suppliers, DDoS attacks, network and power outages, cyber incidents, export restrictions, government measures and amended legislation or regulation that makes the Services wholly or partly impossible or disproportionately burdensome.

12.2 Termination after sixty days

If force majeure lasts longer than sixty days, either party may terminate the agreement in writing without being liable for damages.

13.1 Term

The agreement is for an indefinite period, unless agreed otherwise, and may be terminated by either party subject to a notice period of 30 days at the end of a billing period.

13.2 Termination by us

We may terminate the agreement with immediate effect in the event of non-payment, bankruptcy, suspension of payments, cessation of business or a serious breach of section 7 or section 8.

13.3 Right of use after termination

Upon termination, the right of use expires and the Customer removes the Service from its website.

13.4 Export and deletion

The Customer may request an export of its data via the dashboard for up to 30 days after termination. Thereafter we delete the personal data we process on behalf of the Customer, except where statutory retention obligations apply.

13.5 Continuing effect

Sections 9, 10, 11 and 15 remain in force after termination.

14.1 Right to amend

We may amend these terms. We will announce amendments at least thirty days in advance by email or via the dashboard.

14.2 Termination upon adverse amendment

If an amendment is materially adverse to the Customer, the Customer may terminate the agreement with effect from the effective date. Continued use after that date constitutes acceptance.

15.1 Assignment

We may assign our rights and obligations to a group company or in the context of an acquisition. The Customer may not do so without our prior written consent.

15.2 Invalidity

If a provision is void, voidable or unenforceable, the remaining provisions remain fully in force and the relevant provision is replaced by a valid provision that approximates its intent as closely as possible. If a limitation of liability is unenforceable, the most extensive limitation that is permitted applies.

15.3 No waiver

Failure to enforce or delay in enforcing a provision does not constitute a waiver of rights.

15.4 Electronic communication

Communication by email and via the dashboard qualifies as written communication.

15.5 Applicable law

These terms are governed exclusively by Dutch law.