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SHAMAN B.V. SOFTWARE-AS-A-SERVICE
Terms and conditions for Shaman version May 6th, 2026
Terms and conditions for Shaman B.V.
The service “Shaman” is offered over the internet in the 1. These terms and conditions will be applicable to the offer,
form of Software-as-a-Service by the company Shaman to all Agreements between Provider and Customer and to
B.V., Using Shaman constitutes acceptance of these terms all subsequent orders for the Service by the Customer.
and conditions.
2. Any offer made by Provider is non-binding and may be
Deviations from these terms and conditions is possible withdrawn at any time prior to acceptance by the
only by means of written confirmation by Shaman B.V. Customer, unless expressly stated otherwise in writing. An
Agreement shall only come into effect once the Customer
Article 1. Definitions has accepted the offer and such acceptance has been
confirmed in writing by the Provider.
1. Agreement: A countersigned written offer from Provider for
the provision of the Service to the Customer or a purchase 3. In the event of a conflict between the terms and conditions
order for Provider, including but not limited to additional, contained in the offer (excluding its appendices) and these
amended and/or follow-up offers. terms and conditions, the former will prevail. In any event,
these terms and conditions will override any different or
2. AI System: means any functionality within the Service that additional terms and conditions contained or referred to in
uses artificial intelligence techniques, including machine the offer by the Customer or any other document or
learning or third-party AI models, to generate outputs such correspondence from the Customer.
as text, recommendations, content or analyses based on
input provided by the Customer. 4. No addition, alteration or substitution of these terms and
conditions will bind Provider or form part of the Agreement
3. Confidential Information: Any information designated as unless they are expressly accepted in writing by a person
confidential or which can reasonably be presumed to be authorized to sign on behalf of Provider.
confidential, including but not limited to trade secrets,
technical information and customer data. 5. Provider explicitly rejects the applicability of the (general)
terms and conditions of the Customer.
4. Customer: The entity or organization that subscribes to
and uses the SaaS Service. 6. Upon conclusion of the Agreement, Provider will provide
Confidential Information required to access the Service
5. Defect: The failure of the Service to fully or correctly meet and the (online) documentation produced by Provider,
the agreed-upon use, including but not limited to bugs. specifying how the Service should be used, as may be
amended by Provider at its own discretion.
6. Fair Use: The reasonable and normal use of the Service as
intended and described in the Agreement. Article 3. The Service
7. Provider: Shaman B.V., registered with the Chamber of 1. The Service is offered for the purpose of office automation
Commerce under number 64284409. within the Customer’s organization, using the tools
available from Provider. The Customer chooses itself how
8. Service: The Software-as-a-Service (‘SaaS’) offering, in to employ the tools, for which specific purposes and which
this case ‘Shaman’, including but not limited to Shaman, Users will use the Service. The Customer acknowledges
CLM Builder, Shaman Email Builder, Shaman Marketing that the Service is provided ‘As-is’ and as a generic,
Email Builder, Shaman Platform and/or Shaman Dialogue. web-based Service for all customers of Provider. Provider
can therefore not guarantee that the Service meets the
9. Service Level Agreement: An agreement that specifies the specific requirements and objectives of the Customer.
quality of services to be delivered, including availability,
maintenance and support. 2. The software and hardware requirements in order to
access the Service, if any, are described in the offer,
10. Update: A subsequent version of the Service in which insofar as these requirements are reasonably foreseeable
Defects have been fixed and/or the operation of the by the Provider. As far as third-party technology or
Software has otherwise been improved. software is required for access to and/or use of the
Service, these will be specified in the offer. The Customer
11. Upgrade: A subsequent version of the Service with is solely responsible for obtaining all the appropriate
predominantly new or modified functionalities, which may licenses to use any third-party software or hardware.
be released under a new name.
3. An internet connection is required to access the Service.
12. User: An individual authorized by the Customer to access The Customer is solely responsible for having and keeping
and use the Service, including employees and temporary an internet connection and/or other telecommunications
staff. networks.
Article 2. Offer and acceptance 4. Users may use the Service during the term of the
Agreement within Customer’s organization and for internal
purposes only. The Customer may only allow use of the
service by its Users, duly authorized by the Customer. The
SHAMAN BV |Kennemerplein 6 | 2011 MJ Haarlem - Netherlands| finance@getshaman.com|
phone +31 23 8902510 | NL24ABNA0425425541 | CoC 64284409 | VAT NL85
5599303B01
Customer is not permitted to allow use of the Service by 6. The distinction between Updates and Upgrades is
any third party not covered by this clause. determined solely by the Provider.
5. Access to the service is personal. A User may not grant Article 6. Terms of ‘Fair Use’
access to the Service to a person not authorized by the
Customer. The Customer hereby warrants that only 1. Users may use the Service during the term of the
authorized Users will make use of the Service. Agreement within the Customer’s organization and for the
Customer's internal purposes only.
6. The User must secure access to their account using the
username and password against third parties. In particular, 2. It is not permitted to use the Service for any purpose that
the user must keep the login credentials strictly violates Dutch or other applicable law or regulation. This
confidential. Provider may assume that all actions includes (among others) the storage or transmission of
undertaken from the accounts after logging in with data using the service that is slanderous, libelous, or racist.
username and password are authorized and supervised by It is not permitted to use the Service in a manner that
the Customer. This means that the Customer is liable for causes a nuisance or hindrance to other Users. This
any actions and any damages as a result of these actions, includes (among others) the use of personal scripts or
unless and until the Customer has notified Provider that programs for uploading or downloading large amounts of
someone else – not being a User - has access to the login data or excessively often accessing the Service. Provider
credentials. applies the Fair Use principle, meaning that Customer is, in
principle, not subject to data storage restrictions unless, in
7. The Customer acknowledges that the Service may be Provider’s opinion, the Customer is abusing this provision
subject to limitations, delays, and other problems inherent or exceeding reasonable use. Should Provider discover
in the use of the internet and electronic communications. that the Customer or the Users authorized by the
Provider is not responsible for any delays, delivery failures, Customer violate any of the above, or receive a complaint
or other damage resulting from such problems. alleging the same, then Provider may intervene to end the
violation.
Article 4. Availability, maintenance and data export
3. If in the opinion of Provider the continued functioning of
1. All services are performed on a reasonable best-effort systems under the Service is actually or under threat of
basis, unless a specific result has been explicitly agreed being damaged or jeopardized, for example through
upon in writing and described in detail. excessive transmission of e-mail or other data, leaks of
personal data or virus activity, Provider may take all steps
2. Provider may, at its own discretion, adapt the Service. it deems reasonably necessary to end or avert such
Customer may provide feedback and suggestions. The damage or jeopardy.
Customer is entitled to provide feedback and suggest
modifications to the Service. However, Provider is under no 4. Provider is at all times entitled to file a criminal complaint
obligation to implement or act upon such feedback or for any offenses committed through or using the Service.
suggestions. Provider retains sole discretion in determining Provider may recoup from the Customer all damages it
which adaptations or modifications, if any, to carry out. suffers as a result of Customer’s violation of these terms of
use. The Customer agrees and holds harmless Provider
Article 5. Updates & Upgrades from all third-party claims arising out of a violation of these
terms of use.
3. As part of the maintenance, Provider provides Updates to
the Service. The Service is provided according to the Article 7. Intellectual property
SaaS-principle, which means that Provider rolls out
Updates periodically or intermittently, for which no 1. The Service, the accompanying software, and all
acceptance procedure takes place. It is not possible for information and images on the website are the intellectual
individual Customers to prevent the deployment of an property of Provider’s parent company. Provider has been
Update. Any Defects will be resolved by Provider without granted an irrevocable, exclusive and perpetual worldwide
unreasonable delay. right and license to use and/or sublicense this intellectual
property. None of these items may be copied or used
4. In case the Update is reasonable expected to negatively without prior written permission of Provider’s parent
impact availability, the Provider shall carry out the Update company, except to the extent permitted by mandatory law.
at night (between 23:00 and 07:00 local time). If the Nothing in this Agreement is intended to transfer all or part
Update affects the functionality and/or the way Users of the of such rights.
Customer use the Service, Provider will inform the
Customer in a timely manner. Emergency maintenance 2. Information the Customer stores or processes using the
and/or Updates can take place at any time and without Service is and remains the property of the Customer (or
prior announcement. the property of its suppliers). Provider receives a limited
license to use this information for the Service, including for
5. Provider may at its own discretion, provide Upgrades. future aspects thereof. The Customer can cancel this
Provider reserves the right to charge a fee for Upgrades, license by removing the information in question and/or
which may include a one-time implementation fee and/or terminating the Agreement. The Customer will indemnify
an increase in ongoing license fees. Provider may declare the Provider for any claim of an alleged infringement of the
the (old) software or parts thereof as ‘End-of-Life’, ceasing rights of a third party to the extent that the violation is
all maintenance and support. In such cases, Provider shall caused by the data of Customer.
notify the Customer at least six (6) months in advance to
allow for necessary transition or migration planning. 3. If the Customer sends information to Provider for example
a bug report or suggestion for improvement, the Customer
grants Provider a perpetual and unlimited license to use
SHAMAN BV |Kennemerplein 6 | 2011 MJ Haarlem - Netherlands| finance@getshaman.com|
phone +31 23 8902510 | NL24ABNA0425425541 | CoC 64284409 | VAT NL85
5599303B01
this information for the benefit of the Service. This does not Customer. In such cases, the Customer is responsible for
apply to information the Customer has expressly marked submitting the appropriate information or documentation
as confidential. regarding such taxes or charges.
4. Provider shall refrain from accessing data the Customer Article 9. Limitation of liability
stores or transfers using the Service, unless this is
necessary for a good provision of the Service or Provider. 1. Except in case of intentional misconduct or gross
is forced to do so by law or order of a competent authority. negligence, the liability of Provider shall be limited to the
In these cases, Provider shall use its reasonable efforts to amount paid by the Customer for the Service in the three
limit access to the information as much as possible. (3) months prior to the moment the cause of the damage
occurred.
Article 8. Compensation for the service
2. Provider is in no event liable for indirect damages,
1. The use of the Service is subject to an annual fee. The fee including but not limited to consequential damages, lost
is based on the number of Therapeutic Areas (TAs), profits, missed savings or damages through business
countries, and Builders and Features of the Service. The interruption.
fee must be paid in advance annually.
3. Compensation for damages as a result of a Defect shall
2. Payment is possible by making a wire transfer to the only be payable if the Customer notifies the Provider of the
account of Provider, or as explained further in the offer. Defect within two months after the Customer discovered or
reasonably should have discovered the Defect causing the
3. All fees and prices on the website, offers, quotes, damage.
brochures, and other materials are subject to change as a
result of (typographical) errors. 4. In case of a Defect caused by force majeure, Provider is
never required to compensate damages suffered by the
4. Provider may adjust its fees annually according to the Customer. Force majeure includes among others
then-current Dutch CPI index for business services (as disruptions or unavailability of the internet,
published on www.cbs.nl or a successor site). Adjustment telecommunication infrastructure, power interruptions,
of the fees shall be made by giving notice to the Customer riots, traffic jams, strikes, company disruptions, cyber
in writing or by electronic means (email). Notice shall be security events (such as DDoS-attacks), interruptions in
provided at least one (1) month before the changed fees supply, fires and floods.
take effect. If the Provider fails to send a notification of
indexation, Provider reserves the right to subsequently Article 10. Data Protection and use of AI
send a recalculation.
1. Provider allows the Customer to process personal data.
5. All fees are payable within thirty (30) days from the date of Provider acts as a processor as defined in the General
the invoice presented to the Customer by Provider. All Data Protection Regulation (GDPR); while the Customer is
amounts due shall be paid in full without any deduction, the controller. Provider will only process personal data in
abatement, set off, or withholding of any kind by the the context of the Service on behalf of and upon the
Customer. instructions of the Customer.
6. Any payments owing to Provider pursuant to the fees not 2. The parties will comply with the GDPR by signing the data
remitted within the period specified above shall be subject processing agreement which is provided by Provider and
to the statutory interest rate in the Netherlands. The forms an integral part of the Agreement between Provider
Customer shall reimburse Provider for all reasonable costs and the Customer.
incurred by it in collecting any late payments or interest,
including attorney’s fees, court costs, and collection 3. The Customer warrants to adhere to the GDPR and any
agency fees. other (international) laws protecting privacy. The Customer
guarantees the legality of the use of personal data
7. If the Customer fails to pay the fees in accordance with the processed by the Provider in the context of the Service.
terms of this article, Provider may, at its sole discretion, The Customer indemnifies and holds harmless Provider
suspend delivery of the Service and/or support services against all claims by third parties in connection with the
until the overdue amounts have been paid in full, without GDPR and any other (international) laws protecting
further notice, without incurring any obligation or liability to privacy.
Customer. The rights granted in this article are in addition
to any other rights that Provider may have under the 4. The Service may include functionalities based on artificial
Agreement or at law. intelligence. The AI System provides assistive functionality
only. Any outputs generated by the AI System require
8. All fees and other amounts payable by the Customer under human review and validation by the Customer before use
this Agreement are exclusive of taxes and assessments. and shall not be considered automated decision-making
The Customer is responsible for all service, use and excise within the meaning of applicable law.
taxes, and any other similar taxes, duties and charges of
any kind arising in respect of the Service imposed by any 5. The Customer acknowledges and agrees that the AI
federal, state or local governmental or regulatory authority System is intended to support the Customer’s processes
on any amounts payable by the Customer hereunder. and does not replace human judgment. The Customer
remains solely responsible for any decisions, actions or
9. If Provider is (in the future) required to withhold any tax or outcomes based on the use of the AI System.
charge pursuant to any applicable law or regulation,
Provider shall be entitled to include and add such tax or
charge to the fee for the service before invoicing the
SHAMAN BV |Kennemerplein 6 | 2011 MJ Haarlem - Netherlands| finance@getshaman.com|
phone +31 23 8902510 | NL24ABNA0425425541 | CoC 64284409 | VAT NL85
5599303B01
6. The AI System relies on third-party pre-trained models and Provider for the service performed up to the date of
services. Provider does not exercise control over such termination.
third-party models.
7. Article 7 (Intellectual Property), article 9 (Liability), article
7. Provider shall ensure that, to the extent technically feasible 10 (Data Protection), and article 14 (Governing law and
and proportionate to the nature of the Service, the AI jurisdiction) hereof and all other provisions of the terms
System includes appropriate logging functionalities in and conditions necessary to give effect thereto will survive
accordance with industry standards. the termination of all or any part of the Agreement.
8. Provider shall design and maintain the AI System in 8. Upon termination or expiry of the Agreement, the
accordance with the principles of security by design and by Customer has the right to request an export of its data
default. The AI System shall aim to achieve an appropriate stored in the Service. Such request must be made within
level of accuracy, robustness, safety and cybersecurity, thirty (30) days following termination. Provider will deliver
taking into account the intended use and in line with the data in a standard, machine-readable format (such as
industry standards, on a best-efforts basis. CSV or equivalent), using a secure transfer method. All
data exports shall remain subject to confidentiality and
9. The Customer acknowledges that the AI System relies on applicable data protection laws. Any associated costs
third-party AI providers. Provider does not guarantee the related to the data export shall be limited to reasonable
availability, performance, accuracy or continuity of such expenses incurred by Provider in performing the export.
third-party services and shall not be liable for any failure,
delay, inaccuracy or unavailability caused by such Article 12. Changes to terms
third-party AI providers.
1. Provider may change or add to these terms and conditions
10. Provider shall, upon reasonable request, provide the as well as any prices at the start of a new payment period
Customer with information at application level on how the (as defined in article 8 (compensation for the Service)).
AI System generated a specific output, including available
information on inputs, outputs and processing steps. 2. Provider shall announce the aforementioned changes or
additions at least thirty (30) days before their taking effect.
11. The Customer acknowledges that full transparency or If the Customer does not want to accept a change or
explainability at model level cannot be guaranteed, in addition, the Customer can terminate the Agreement until
particular where the AI System relies on third-party AI the date the changes take effect. Use of the Service after
models. the date of effect shall constitute the acceptance of the
Customer of the changed or added-to terms and
Article 11. Term and termination conditions.
1. The Agreement enters into force as specified in article 2, Article 13. Miscellaneous provisions
but in any case as soon as the Customer first uses the
Service and then remains in force for a minimum term of 1. For any clause in these terms and conditions that demand
one (1) year, unless agreed otherwise in the Agreement. that a statement must be done “in writing” to be legally
After this period, the Agreement is silently renewed with valid, a statement by e-mail or communication through the
successive terms of one year. Service shall be sufficient provided with sufficient certainty
the authenticity of the sender can be established and the
2. Parties can terminate the Agreement by the end of the integrity of the statement has not been compromised.
term indicated above with a notice period of one month.
2. The version of any communication of (Confidential)
3. Provider may terminate the Agreement if the Customer information as recorded by Provider shall be deemed to be
breaches any material obligation under the Agreement and authentic, unless the Customer supplies proof to the
fails to cure such breach within thirty (30) days after contrary.
reasonable notice of the breach has been delivered to the
Customer. 3. The Customer hereby acknowledges and accepts that
Provider can use the trademarks of Customer in
4. Provider may terminate the agreement with immediate presentations, marketing materials, client lists and financial
effect upon written notice, if one or more of the following reports.
situations arise: (i) the Customer is declared insolvent or
has asked suspension of payment; (ii) the Customer’s 4. In case any part of these terms and conditions is declared
business is wound up or discontinued; or (iii) the Customer legally invalid, this shall not affect the validity of the whole
lost control of its assets or parts thereof due to receivership of the Agreement. The parties shall in such an event agree
or otherwise and has not regained control thereof within on one or more replacement provisions that approximate
one (1) month. the original intent of the invalid provision(s) within the limits
of the law.
5. Upon the termination or expiry of the Agreement, the
Customer shall pay to Provider all amounts due on the 5. Provider may make use of third parties for the
date of termination and shall immediately and permanently implementation and execution of the Agreement without
cease to use, in any manner whatsoever, the Service. prior permission from the Customer.
6. Termination of the Agreement shall not affect any rights of 6. Provider is entitled to transfer its rights and obligations
Provider or liabilities of the Customer accrued as of the under this Agreement to a third party as part of an
date of termination. For the avoidance of doubt, acquisition of the Service or the associated business
termination of the Agreement, for whatever reason, shall activities.
not affect any payments received under the Agreement by
SHAMAN BV |Kennemerplein 6 | 2011 MJ Haarlem - Netherlands| finance@getshaman.com|
phone +31 23 8902510 | NL24ABNA0425425541 | CoC 64284409 | VAT NL85
5599303B01
7. The Customer may not assign its rights or delegate its Article 14. Governing Law and Jurisdiction
duties under this agreement either in whole or in part
without the prior written consent of Provider. Any attempted 1. This Agreement is exclusively governed by Dutch law.
assignment or delegation without such consent will be
void. 2. Except to the extent determined otherwise by mandatory
applicable law, all disputes arising in connection with
8. If the Agreement and/or the terms and conditions are Provider or the Service shall be brought before the
translated into another language, only the English text competent Dutch court for the principal place of business
shall be binding and controlling for all matters relating to of Provider.
the meaning or interpretation of the Agreement and/or the
terms and conditions.
SHAMAN BV |Kennemerplein 6 | 2011 MJ Haarlem - Netherlands| finance@getshaman.com|
phone +31 23 8902510 | NL24ABNA0425425541 | CoC 64284409 | VAT NL85
5599303B01