Terms of service

• “DeciDesk”, “we”, “us”, “our”: DeciDesk, operated by Dennis Heemskerk, Voorhouterweg 25, 2231 NB Rijnsburg, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 42123032, VAT number NL005511818B93.
• “Service”: the DeciDesk web application, the desktop and mobile apps, the recording bot, and the related services of DeciDesk.
• “Customer”, “you”, “your”: the legal entity or business that purchases the Service and has agreed to these Terms.
• “Owner”: a User who has the role of owner of the Customer’s organization in the Service. An account of DeciDesk never counts as an Owner, not even if, for example while setting up, it has the role of owner in your organization.
• “Users”: employees, contractors, or other people to whom the Customer gives access to the Service.
• “Group Company”: a legal entity or partnership that is affiliated with the Customer in a group within the meaning of article 2:24b of the Dutch Civil Code.
• “Customer Data”: all content and data that Users enter, upload, or record in the Service, and what the Service creates from it, such as transcripts, summaries, and action suggestions.
• “Subscription”: a paid plan giving access to the Service for a defined term.
• “Trial”: the free trial that a new organization receives once.
• “Processing Agreement”: the DeciDesk processing agreement (verwerkersovereenkomst), published at decidesk.ai/dpa, including its annexes, in the version that applies to the Customer.

In these Terms, the organization is the Customer’s environment in the Service, for which the Customer takes out one Subscription. A company is a unit within the organization, for example a subsidiary or a branch.

You may also let your Group Companies use the Service. Their employees then count as Users. You remain responsible towards us for compliance with these Terms by those Group Companies.

These Terms apply to every offer from DeciDesk and every agreement concerning the Service. We expressly reject your purchasing conditions and other terms. They apply only if we have agreed to them in writing. Deviations from these Terms apply only if the parties have agreed them in writing. These Terms are drawn up in Dutch and in English. In case of a difference between the Dutch and the English text, the Dutch text prevails.

• You ensure that the details of your Users in the Service are accurate, complete, and up to date.
• You and your Users keep login credentials confidential. You are responsible for what happens under the accounts of your Users.
• You must notify us immediately at legal@decidesk.ai of any suspected unauthorized access.
• Users must be at least 16 years old. DeciDesk is not intended for use by children.

We provide the Service as a subscription, as described on our website and in the Service. We may update, improve, or modify features over time. If we remove an essential feature of a paid plan, we announce this at least 30 days in advance by email to every Owner. If the removal is needed sooner because of the law, security, or a change at a supplier, we announce it as soon as possible. In both cases, you may cancel the Subscription with effect from the day the feature is removed. We then refund the prepaid amount for the period after that day on a pro rata basis. This notice and this right to cancel do not apply to beta features (section 22).

You and your Users may not:

• use the Service in violation of any applicable law or regulation;
• upload, store, or transmit content that is unlawful or defamatory, or that infringes the rights of a third party;
• attempt to gain unauthorized access to the Service, other accounts, or our infrastructure;
• reverse engineer or decompile the Service or attempt to derive its source code, except to the extent expressly permitted by law;
• use the Service to send spam or malware or to collect data without authorization (scraping);
• resell, sublicense, or make the Service available to third parties outside your organization and your Group Companies without our written consent;
• use the Service to build or train a competing product, or publish the results of a comparative study of the Service (benchmark) without our written consent;
• circumvent or disable security features or usage limits, including AI usage limits.

You inform the participants in a meeting in advance that the meeting will be recorded and transcribed. This also applies when the recording bot records an online meeting. The recording bot joins under the name DeciDesk and does not itself announce that it is recording. Therefore mention the recording, for example, in the invitation and at the start of the meeting. Your further responsibilities for the lawfulness of the processing are set out in Article 3.5 of the Processing Agreement.

If this section is breached, we may suspend access (section 15) or terminate the Subscription (section 16).

• You pay per calendar month in advance. You receive the first invoice on the 1st of the calendar month following the end of the Trial. That invoice covers the days between the end of the Trial and that 1st, prorated, and the new month. Example: if billing starts after the Trial on March 21, you receive on April 1 one invoice for March 21 through 31 and for April.
• If you reactivate an ended Subscription, you do not receive a new Trial. Billing then starts on the day of reactivation. The days until the 1st of the following month are included on the first invoice, as described above.
• If the Subscription ends after billing has started but before the first invoice, we invoice, on the 1st of the following month, the days from the start of billing until the end of the Subscription.
• The fee consists of a fixed amount per month for the organization and an amount per active user per month, as stated on our pricing page (decidesk.ai/pricing) or agreed in an order form. We count every user with an active membership of a company within the organization once, even if that user is a member of several companies. A pending invitation does not count. We use the number of active users at the moment the monthly invoice is created, with a minimum of one. A change in the number of users during the month does not lead to an interim invoice.
• DeciDesk is the seller of your Subscription and your contracting party for the paid Service. Stripe Payments Europe, Limited (Ireland), as payment service, processes the payment details, collects the invoices, and sends the receipts on our behalf. Stripe is not a party to your Subscription.
• Fees are stated exclusive of VAT and other applicable indirect taxes unless explicitly noted otherwise. As the seller, DeciDesk is responsible for charging and remitting the correct VAT based on your billing address and, where applicable, your VAT identification number. For business customers in an EU country other than the Netherlands that supply a valid VAT number, the reverse-charge mechanism applies and VAT is not charged on the invoice. For customers in the Netherlands, VAT is charged at the applicable Dutch rate.
• To meet our tax obligations, we require accurate billing details (legal name, billing address, country, and, for EU businesses, VAT number). You are responsible for keeping these details current. Corrections that affect tax treatment can only be applied to invoices issued after the change.
• You pay with one of the payment methods we offer through Stripe, such as card, iDEAL, SEPA Direct Debit, or another method shown at checkout, or by invoice where agreed. An invoice is payable within 30 days of the invoice date.
• If a charge fails, we may retry it. While we do so, your Users keep access to the Service. If payment remains outstanding, including when an invoice has not been paid within the payment term, we may suspend access or terminate the Subscription. Your Users then no longer have access to the Service. After a suspension, we restore access as soon as payment has been made. After a termination, section 17 applies.
• Prices may change with at least 30 days’ notice before the next renewal term, by email to every Owner. This also applies to a reduction of the AI budget, an increase of the mark-up, and a lowering of the limit in section 11. Continuing to use the Service after a price change has taken effect constitutes acceptance. Changes in our suppliers’ purchase prices and in the exchange rate apply directly to the calculation of overage, without separate notice.

• A new organization receives a free Trial once, with the duration stated on our pricing page. The Trial starts as soon as an Owner activates the Subscription, with a payment method or after we have approved payment by invoice.
• After the Trial, the Subscription automatically continues as a paid Subscription under section 5. If you cancel within the Trial, you pay nothing.
• If you do not activate a Subscription within 30 days after creating an organization, and no meetings, actions, or recordings have been recorded in that organization, we may delete the organization. We warn an Owner about this by email 7 days in advance. We may delete an organization without an activated Subscription of which no member still has an active account, as soon as that organization has existed for at least 7 days.

• Subscriptions renew automatically for successive terms of the same length as the original term, for example monthly for a monthly subscription, unless canceled before the renewal date.
• You can cancel at any time, on the Billing page in the Service or by email to legal@decidesk.ai. Cancellation takes effect at the end of the current paid term. You keep access until then. Refunds are governed by section 8.

• Fees paid, including for a partial term, are non-refundable, except where mandatory law, these Terms, or the Processing Agreement require a refund.
• If we materially fail to provide the Service and cannot remedy the failure within a reasonable time after you give us written notice, you may cancel and receive a pro rata refund of the unused, prepaid portion.
• If you believe you were charged in error, contact legal@decidesk.ai within 30 days of the charge.
• Your statutory rights are not affected.

• You remain the owner of your Customer Data: all rights in it stay with you. We claim no ownership over it.
• You grant us a non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data, solely to the extent necessary to provide the Service to you, to comply with the law, and to enforce these Terms. We do not use Customer Data for our own purposes, except as described in Article 2.4 of the Processing Agreement, and we do not train AI models with it.
• We keep Customer Data for as long as you keep it in the Service, subject to the fixed retention periods in Annex 1 of the Processing Agreement. For example, we automatically delete the audio of a recording 90 days after the recording. The transcript and the summary then remain with the meeting.
• You may request an export of your Customer Data at any time via legal@decidesk.ai. We deliver it within 10 business days as a JSON file, a common format that other software can read, including the meetings, transcripts, summaries, actions, and projects. On request, we also deliver the attachments and the audio that are still present at that time.
• You are responsible for ensuring that you have the necessary rights and permissions to record Customer Data in the Service, and that it does not infringe third-party rights or violate applicable law.

• DeciDesk, including all software, designs, content (other than Customer Data), trademarks, logos, and documentation, is and remains our exclusive property and that of our licensors.
• Subject to these Terms and timely payment of fees, we grant you a limited, non-exclusive, and non-transferable license to use the Service during your Subscription for your internal business purposes. That license ends when the Subscription ends. We may suspend or terminate the license only in accordance with these Terms.
• All rights not expressly granted are reserved.
• If you give us feedback or a suggestion, we may use it free of charge and without restriction, also after the end of the agreement, for example to improve DeciDesk.

The Service includes features that work with third-party AI models: currently OpenAI models running on Microsoft Azure, and ElevenLabs for converting speech to text. AI outputs may contain inaccuracies. You are responsible for reviewing AI outputs before relying on them. You do not use AI features to create content that violates these Terms or applicable law.

• AI budget: every Subscription includes an AI budget per billing period for the whole organization. The usage of all companies within the organization counts together. The budget and the usage are measured in our purchase costs for the AI models, speech-to-text conversion, and the recording bot. We convert purchase prices in US dollars with the most recent reference rate of the European Central Bank on the day of use.
• Overage: we charge usage above the budget at our purchase cost plus a mark-up. The overage of a billing period is included on the next invoice. The usage relative to the budget and the amount of overage in the current period are shown in the Service.
• Limit: if usage reaches a fixed multiple of the budget, AI features such as summaries, action suggestions, and the DeciDesk Assistant stop until the start of the next billing period. This limits unexpectedly high costs. Transcription of meeting recordings, including through the recording bot, does continue. We charge that usage as overage. You can request a higher limit in the Service.
• You can always ask us for the size of the budget, the level of the mark-up, and the limit for your Subscription. We announce a reduction of the budget, an increase of the mark-up, or a lowering of the limit at least 30 days in advance (section 5). For an Enterprise subscription, the arrangements in the order form apply.

Where we process personal data on your behalf, the Processing Agreement (decidesk.ai/dpa) applies. The Processing Agreement forms part of these Terms. By accepting these Terms, you also accept the version of the Processing Agreement published at that time. A later version takes effect in accordance with Article 13 of the Processing Agreement. For the processing of personal data, the Processing Agreement prevails over these Terms. For processing for which we are ourselves the controller, such as the customer relationship and invoicing, our Privacy Policy (decidesk.ai/privacy) applies. The Privacy Policy is for information and does not form part of the agreement.

Each party keeps the other party’s non-public business and technical information confidential, uses it only to perform these Terms, and protects it with at least the same care it uses for its own confidential information (and in any event with reasonable care). This obligation does not apply to information that is publicly known through no fault of the receiving party, that the receiving party already lawfully knew, that is independently developed without use of the disclosed information, or that must be disclosed by law.

We aim to keep the Service reliably available but do not guarantee uninterrupted or error-free access. We may perform scheduled or emergency maintenance, and the Service may occasionally be unavailable due to factors beyond our reasonable control. We do not offer a contractual availability guarantee (SLA) on the standard plans; if you require one, contact us about an Enterprise arrangement.

We may suspend access to all or part of the Service, with or without prior notice, if this is reasonably necessary to (a) prevent material harm to the Service, our infrastructure, or other customers; (b) respond to a credible legal request; (c) respond to a payment that remains outstanding (section 5); or (d) respond to a material breach of these Terms (section 16). We restore access as soon as the reason for the suspension has been removed.

• You may cancel your Subscription at any time in accordance with section 7.
• If you materially breach these Terms, we may terminate the Subscription if you do not cure the breach within 14 days of our written notice. If the breach cannot be cured, or if it is serious, such as a breach that threatens the security or the operation of the Service, we may terminate the Subscription immediately or suspend access immediately.
• Either party may terminate the agreement immediately if the other party is declared bankrupt, applies for a suspension of payments or a debt restructuring, or ends its business.
• If we stop providing the Service, we announce that termination at least 3 months in advance, unless a bankruptcy or force majeure makes this impossible. You may request an export until the end of that period. We refund the prepaid amount for the period after the termination on a pro rata basis.
• Sections that by their nature are intended to survive termination (including 9, 10, 12, 13, 17, 18, 19, 20, 21, 27 and 28) remain in effect.

• After the end of the Subscription, your right to use the Service ends.
• We retain your Customer Data for 90 days after the Subscription has ended, so that you can reactivate the Service. During that period you can still request an export in accordance with section 9. The Owners of the organization receive an email at least 14 days before the deletion.
• After that period, or earlier if you ask us to, we delete the Customer Data within 30 days, except where retention is required by law (for example invoices). Encrypted backups may contain Customer Data for up to 14 days longer. For copies held by our sub-processors, Article 11 of the Processing Agreement applies.
• An Owner can also delete the organization in the Service, after confirmation through a link sent by email to an Owner. The Customer Data in the database is then deleted immediately and the files within 30 days. This cannot be undone. The Subscription then ends immediately, without a refund. Therefore request an export before that deletion.

We provide the Service with care. We do not guarantee that the Service always works without interruptions or errors, that AI outputs are accurate, or that the Service meets all your requirements. To the extent permitted by law, we give no warranties other than those expressly stated in these Terms. Rights you have under mandatory law continue to apply.

• To the extent permitted by law, neither party is liable for indirect damage, including consequential damage, lost profits, lost savings, loss of revenue, damage to goodwill, and damage caused by loss of data. However, the reasonable costs of restoring Customer Data count as direct damage if we caused the loss of or damage to that data.
• Each party’s total liability arising out of or relating to these Terms or the Service in any 12-month period does not exceed the greater of (a) the fees paid or payable by you to us for the Service in the 12 months before the first event in that period, or (b) one hundred euros (EUR 100).
• Instead of the cap in the second bullet, a separate cap applies to: (i) liability for a breach of section 13 (Confidentiality); (ii) our liability for a data breach (a personal data breach) attributable to us; and (iii) our liability for any other breach of the Processing Agreement or of the General Data Protection Regulation (GDPR). That separate cap is the greater of (a) two times the fees paid or payable by you to us for the Service in the 12 months before the event, or (b) five thousand euros (EUR 5,000). If several events have the same cause, they count together as one event.
• The indemnities of both parties, under section 20 and under the Processing Agreement, also fall under the caps in this section. The limitations and exclusions in this section do not apply to: (i) liability that cannot be limited under mandatory law; or (ii) damage caused by a party’s intent or deliberate recklessness.

• You indemnify us against third-party claims arising from (a) your or your Users’ use of the Service in violation of these Terms or applicable law; (b) Customer Data, insofar as the claim does not result from a failure on our part; or (c) your breach of section 4 (Acceptable use) or section 10 (Intellectual property). For claims concerning personal data, Article 12 of the Processing Agreement applies.
• We indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights. We pay the damages finally awarded for that or the settlement we agree to. This indemnity does not apply where the alleged infringement results from Customer Data, your modifications, or your combination of the Service with anything we did not provide.
• The party that relies on an indemnity: (i) notifies the other party of the claim immediately; (ii) lets the other party conduct the defense and decide on a settlement; and (iii) reasonably cooperates. A settlement that imposes obligations on the indemnified party or in which it admits liability requires its prior written consent.

The Service works with third-party services. For example, the recording bot joins online meetings in Microsoft Teams, Google Meet, and Zoom. Your use of those services is governed by their own terms, and we are not responsible for those services. If you let the recording bot join an online meeting, we exchange with that service the data needed for that purpose. The Service may also contain links to third-party websites; we are not responsible for those either.

We may make features available that are identified in the Service as beta, preview, or experimental. Those features are provided as they are, may change or be discontinued at any time, and are not covered by the indemnity in section 20. The Processing Agreement and section 13 (Confidentiality) also apply in full to those features.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, internet or telecommunications failures, power failures, denial-of-service attacks, or governmental actions. A failure at one of our own suppliers counts as force majeure only if we could not reasonably prevent or limit its consequences. If a force majeure situation lasts longer than 60 days, either party may terminate the agreement in writing. We then refund the prepaid amount for the period after the termination on a pro rata basis.

We send notices to you by email to an Owner, by a notification in the Service, or by posting on our website. We always send a notice by email to every Owner if it concerns a change to these Terms, to the Processing Agreement, or to the prices, the removal of an essential feature, or an assignment by us (sections 3, 5, 25, and 26). You send notices to us at legal@decidesk.ai. In these Terms, in writing includes email. Notices are deemed received on the day sent (if a business day) or otherwise on the next business day.

You may assign these Terms or rights under them only with our prior written consent. Without that consent, you may assign them to a Group Company, after notifying us by email, and to a successor in connection with a merger, acquisition, or sale of (substantially) all of your assets, provided the successor is not a competitor of ours. We may assign these Terms, together with the Processing Agreement, to our own legal entity that continues the DeciDesk business, for example a private limited company. We announce that assignment in advance by email to every Owner. We may also assign these Terms, together with the Processing Agreement, to a third party in connection with a merger, acquisition, or sale of (substantially) all of our assets. We announce that assignment at least 30 days in advance by email to every Owner. You may then cancel the Subscription with effect from the day of the assignment. We then refund the prepaid amount for the period after that day on a pro rata basis. You and we hereby consent in advance to an assignment in accordance with this section (article 6:159 of the Dutch Civil Code). Any assignment in violation of this section is void.

We may change these Terms. We announce a new version at least 30 days before it takes effect, by email to every Owner, with an overview of the changes. The new version applies from the announced date. An Owner can also accept the new version earlier in the Service; that version then applies from that moment. If you do not agree, you may cancel the Subscription with effect from the day the change takes effect. We then refund the prepaid amount for the remaining period on a pro rata basis.

If a new version reduces your rights under section 19 (Limitation of liability) or under the Processing Agreement, that version applies to you only after you have agreed to it, for example by an Owner accepting the new version in the Service. As long as that agreement has not been given, the previous version continues to apply. In that case, we may terminate the agreement with a notice period of at least 30 days. We then refund the prepaid amount for the period after the termination on a pro rata basis. In case of doubt as to whether a change reduces your rights, the change counts as a reduction.

If you have a signed copy of these Terms, including as an annex to a signed Processing Agreement, a new version applies to you only if both parties agree to it.

These Terms and any dispute arising out of or in connection with them are governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods does not apply. Disputes are submitted at first instance exclusively to the District Court of The Hague (Rechtbank Den Haag).

• Entire agreement: these Terms with the Processing Agreement and any order form together form the entire agreement between the parties and supersede prior arrangements on the same subject.
• Order of precedence: in case of conflict, additional arrangements agreed in writing prevail first, including an order form. After that, for the processing of personal data, the Processing Agreement prevails over these Terms (section 12).
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is replaced by an enforceable provision that comes closest to the original intent.
• Waiver: a party’s failure to enforce a provision is not a waiver of its right to do so later.
• No third-party beneficiaries: these Terms give no rights to third parties. Group Companies on whose behalf you also entered into the Processing Agreement exercise their rights under it through you.

Report questions about using DeciDesk and outages through the contact form at support.decidesk.ai. We respond on working days within 1 working day. You cancel on the Billing page in the Service (section 7). Send questions about these Terms, privacy requests, notices, and suspected unauthorized access to legal@decidesk.ai. We respond to a report about security or unauthorized access within 24 hours. For other questions you can also use the contact page.