General terms and conditions

In these general terms and conditions, the following terms have the following meanings:

Clonefy

registered in the Trade Register of the Dutch Chamber of Commerce (KvK) under number 90681096 and with VAT number NL004300936B81.

Customer

any natural person or legal entity acting in the course of a profession or business that enters into an Agreement with Clonefy or enters into negotiations about one.

Parties

Clonefy and Customer together.

Services

all services offered and performed by Clonefy, including clone recordings, clone creation, video production, implementation, training, advice, onboarding, hosting, access to the Software and related work.

Software

the online environment, web application, video player, hosting layer, interface, workflow automation, integrations, dashboards, analytics functionality and other digital facilities offered by Clonefy and made available by Clonefy to Customer.

Clone

the digital representation of a person designated by or on behalf of Customer, including an avatar, digital twin, voice clone, voice model, video avatar or similar digital form.

Clone Person

the natural person whose image, voice, posture, facial expressions, body language or other personal characteristics are used to create or use a Clone.

Output

all videos, audio files, translations, scripts, subtitles, player links, embeds, exports and other results generated by means of the Services or Software.

Credits

units of consumption granted to Customer by Clonefy or through its payment environment, with which certain functionalities or generation capacity within the Software can be used.

Workspace

the customer environment within the Software set up by Clonefy.

Subscription

the continuing agreement under which Customer, against payment, obtains access to certain parts of the Software, hosting, player functionality, analytics and other SaaS functionality.

Engagement

any individual engagement, quotation, payment link, order confirmation or other specific arrangement between the Parties.

Agreement

any agreement between the Parties to which these general terms and conditions apply, including any Engagement, any Subscription and any use of the Services or Software.

Subprocessor

any third party that processes personal data on behalf of Clonefy in the context of the performance of the Agreement.

Business Day

Monday to Friday, with the exception of public holidays recognised in the Netherlands.

1. These general terms and conditions apply to all offers, quotations, payment links, Engagements, Agreements, Services, Subscriptions and any use of the Software of Clonefy.
2. Clonefy supplies exclusively to business customers. These general terms and conditions are expressly not intended for consumer purchases or consumer agreements.
3. The applicability of purchasing conditions, general terms and conditions or other stipulations of Customer is expressly rejected, unless Clonefy has expressly accepted them in writing in advance.
4. Deviations from these general terms and conditions are only valid if they have been expressly confirmed in writing by Clonefy.
5. If any provision of these general terms and conditions is wholly or partly void or is annulled, the remaining provisions remain in full force. In that case, the Parties will consult with each other to agree on a replacement provision that reflects the purpose and intent of the original provision as closely as possible.

• Chamber of Commerce (KvK): 90681096.
• VAT number: NL004300936B81.
• Legal and privacy contact: legal@clonefy.ai.

Unless stated otherwise in a specific Engagement, notices to Clonefy are to be sent to the business address registered in the Trade Register.

1. An Agreement is formed as soon as Clonefy provides Customer with an offer, proposal, payment link, order confirmation or other specific commercial arrangement and Customer accepts it by means of written confirmation, electronic acceptance, payment, use of the Services or any other unambiguous consent.
2. If Clonefy provides a payment link for a clone recording, production fee, implementation or other Engagement, payment of that payment link constitutes binding acceptance of the Engagement described therein and of these general terms and conditions.
3. Unless expressly stated otherwise, an offer or payment link remains valid for fourteen days.
4. Clonefy is only obliged to reserve capacity, recording days, preparation time, onboarding, implementation or other resources once the agreed payment has actually and irrevocably been received.
5. Obvious mistakes, clerical errors or errors in offers, rates, descriptions or payment links do not bind Clonefy.

1. Clonefy may offer its services in, among others, the following forms:
   • Done for You: Clonefy largely takes care of recordings, clone creation, processing and Output itself;
   • Implementation and training: Clonefy takes care of clone creation, advice, onboarding, training or implementation, while Customer uses or manages certain tooling or processes itself;
   • SaaS: Clonefy makes Software, hosting, player functionality, analytics, workflows and generation capacity available to Customer.
2. Unless expressly agreed otherwise in writing, Clonefy is not obliged to achieve a guaranteed commercial, operational or substantive result.
3. Clonefy is entitled to use third parties, Subprocessors, APIs, hosting parties, AI providers and other auxiliary persons for the performance of the Agreement.
4. Clonefy is entitled to change the way in which Services or Software are technically or operationally set up or performed, provided that the core of the agreed services is not materially undermined as a result.

1. Customer shall provide in good time all information, files, scripts, materials, rights, instructions, approvals and cooperation reasonably required for the performance of the Agreement.
2. Customer warrants the accuracy, completeness and lawfulness of all data, files, scripts, names, translation instructions, trademarks, logos and other materials it provides.
3. Customer is itself responsible for the substantive accuracy of supplied scripts, translations, claims, instructions, compliance content, company information and communication used or published by means of the Services or Software, unless expressly agreed otherwise in writing.
4. Customer shall ensure that the Clone Person and other persons involved are available for recordings, feedback, validation and other necessary steps.
5. If Customer fails to meet its obligations to cooperate, Clonefy is entitled to suspend performance, adjust the schedule and charge any additional costs arising from this.

1. Each Clone is created exclusively on the basis of a specific Engagement from Customer.
2. Customer warrants that it is authorised to designate and deploy the Clone Person for the intended purpose.
3. Customer warrants that, prior to the recording, legally valid, specific and sufficiently informed consent has been obtained from the Clone Person for the creation, processing and use of their image, voice and other relevant characteristics for the agreed purposes.
4. Clonefy may require that a separate likeness and voice consent be signed by the Clone Person before work begins.
5. Clonefy is entitled to suspend or refuse work if Clonefy has doubts about the existence, validity or scope of the required consents or authorisations.
6. Unless expressly agreed otherwise in writing, Customer may only use the Clone within the environment and functionalities offered or authorised by Clonefy.
7. Customer is not entitled to the release of raw training files, source recordings, model files, internal configurations, technical export files or other underlying clone assets.

1. Access to the Software is granted exclusively for the duration and scope of the agreed Subscription or the agreed Engagement.
2. A Workspace is only fully activated once the Clone is ready, the onboarding has been marked as completed by Clonefy and the agreed conditions for use have been met.
3. Clonefy may only activate parts of the pricing, upgrade or self-service functionality after Customer has been cleared for this by Clonefy.
4. Customer is responsible for all actions that take place via its accounts, user profiles and Workspace.
5. Customer shall ensure appropriate internal authorisation management and keep login details strictly confidential.
6. Accounts may not be shared with persons outside Customer’s own organisation, unless Clonefy has given prior written permission for this.
7. Unless agreed otherwise in writing, the following usage limits apply:
   • Basic: a maximum of 2 users;
   • Pro: a maximum of 5 users.
8. Different roles can be applied within the Workspace, including at least admin and editor. The exact functionalities may be determined or changed by Clonefy.
9. Clonefy is entitled to apply security measures, access restrictions, rate limits, fair use measures and other usage restrictions if this is reasonably necessary for security, continuity, compliance or the prevention of misuse.

1. A Subscription is entered into for the term agreed in the Engagement or payment link.
2. Unless agreed otherwise in writing, each new Subscription has a minimum initial term of 12 (twelve) months.
3. After the initial term expires, the Subscription is automatically renewed for an indefinite period, unless it has been terminated in good time.
4. After the minimum initial term has expired, Customer may terminate the Subscription on a monthly basis with effect from the end of the current billing period, regardless of whether the Subscription was entered into on a monthly or annual billing cycle.
5. If Customer opts for an annual subscription, the price agreed for it and any discount apply for the entire initial annual term. During that annual term, early termination is not possible and there is no right to a refund of the prepaid fee, without prejudice to the provisions of article 11 paragraph 8.
6. Upgrades may take effect immediately or within a short technical processing time.
7. Downgrades take effect from the next billing period, unless Clonefy confirms otherwise in writing.
8. Clonefy is entitled to change subscription types, functionalities, limits or pricing structures. Changes to current Subscriptions are communicated in good time and do not apply earlier than from a new renewal period, unless the change is necessary due to legislation, security, discontinuation of a third-party service or another compelling reason.

1. Credits only grant a right of use within the Software and do not represent any monetary value.
2. Credits are non-refundable, cannot be exchanged for money and cannot be transferred between Workspaces, unless Clonefy confirms otherwise in writing.
3. The Subscription includes a monthly allowance of 300 Credits. The number of Credits consumed per minute of produced video depends on the selected production model. With the standard production model, 300 Credits correspond to approximately 30 minutes of produced video. With the premium production model, credit consumption per minute is higher, so that 300 Credits correspond to approximately 10 minutes of produced video. The exact consumption per model is communicated by Clonefy and may be adjusted if underlying supplier rates change.
4. Unused Credits from the monthly allowance expire at the end of the calendar month and are not carried over to a subsequent period. Consumed Credits are non-refundable.
5. Unless agreed otherwise in writing, additional Credits purchased outside the Subscription remain valid for 12 months from the date of purchase, insofar as the relevant Workspace and the associated Subscription remain active.
6. If the Subscription or the Workspace ends or is terminated, any remaining Credits expire on the end date of access, unless Clonefy confirms otherwise in writing.
7. Clonefy is entitled to adjust the method of credit consumption, conversion factors, credit costs and generation logic, provided that the change is reasonable and is communicated in good time.

1. All prices quoted by Clonefy are exclusive of VAT and exclusive of other levies or third-party costs, unless expressly stated otherwise.
2. Clonefy is entitled to charge a clone recording, production fee, implementation fee, onboarding fee, Subscription fee, hosting fee, credit purchase or other fee in advance.
3. The setup, recording and production fee is due at the moment the engagement agreement is signed and is non-refundable, in whole or in part, from that moment. After signing, Customer may only change the scheduled recording or production date, subject to the provisions of article 12. Cancellation of the engagement or failure to take up the scheduled production does not affect the obligation to pay the setup fee and does not give rise to any right to a refund.
4. Clone recordings, preparation, recording scheduling, production work, implementation and similar work are only definitively scheduled after the agreed payment has been received.
5. If a payment link also relates to consent for starting a Subscription after completion of onboarding, that consent constitutes a binding payment authorisation for the agreed start of the subscription.
6. Unless agreed otherwise in writing, the first subscription period starts after completion of onboarding, taking into account any agreed short technical processing period.
7. Payment must be made via the payment method offered by Clonefy, including Stripe or another payment provider, without set-off, suspension or deduction, unless mandatory law provides otherwise.
8. Fees already paid and prepaid fees are not refunded upon termination or cancellation by Customer, upon early termination within the minimum contract term, or upon termination attributable to Customer. This paragraph is without prejudice to Customer’s right to a refund of prepaid but not yet delivered services if the termination results from an attributable failure in performance by Clonefy.
9. If Customer does not pay on time, Customer is in default by operation of law. Clonefy is then entitled, without any further notice of default, to:
   • suspend access to the Software or Workspace;
   • restrict or disable hosting, embeds, player functionality and analytics;
   • suspend work;
   • charge statutory commercial interest and reasonable collection costs.
10. Objections to an invoice, direct debit or payment link do not suspend the payment obligation.
11. Clonefy is entitled to index the Subscription fee annually on the basis of the consumer price index (CPI) as published by Statistics Netherlands (CBS), up to a maximum of 5% per year. Indexation is announced in writing at least 30 days in advance. Indexation within this maximum does not entitle Customer to terminate the Agreement early.

1. Recording days, implementation sessions, onboarding and other scheduled work are scheduled in consultation.
2. Customer may reschedule a scheduled recording or session once free of charge if the request reaches Clonefy in writing more than ten Business Days before the agreed date.
3. If Customer cancels or reschedules a scheduled recording or session within ten Business Days before the agreed date, Customer owes Clonefy the following cancellation or rescheduling fee, calculated on the recording or production fee agreed for that recording or session:
   • for cancellation or rescheduling between ten and five Business Days before the agreed date: 25%;
   • for cancellation or rescheduling between five and two Business Days before the agreed date: 50%;
   • for cancellation or rescheduling within 48 hours before the agreed date, or in the event of a no-show: 100%.
4. External costs already incurred or irreversibly committed by Clonefy, including costs for location, studio, travel, accommodation, hired crew, equipment or other third parties, are additionally charged to Customer insofar as these costs cannot be cancelled free of charge.
5. If the Clone Person is demonstrably prevented from attending by acute illness or another demonstrable force majeure situation, Customer may request once that the recording or session be rescheduled free of charge to a new date within thirty days of the original date, provided that Customer informs Clonefy of this as soon as possible and with reasonable substantiation.
6. If a recording or session does not take place because Customer, the Clone Person or third parties engaged by Customer are unavailable, insufficiently prepared or do not appear on time, this is deemed a circumstance attributable to Customer, unless paragraph 5 applies.
7. Clonefy is entitled to charge additional costs if rescheduling or cancellation requires additional preparation, travel time, rescheduling or production effort.
8. The rescheduling and cancellation fees referred to in this article are separate from and in addition to the non-refundable setup, recording and production fee already due under article 11 paragraph 3. Rescheduling a date does not affect that obligation to pay.

1. Clonefy delivers work and Output in the manner and form that Clonefy considers appropriate, unless agreed otherwise in writing.
2. Customer must review delivered Output within five Business Days of it being made available or delivered, and report any specific objections or revision requests in writing and in sufficient detail.
3. If Customer does not respond within the period referred to in paragraph 2, the delivery concerned is deemed to have been accepted.
4. Unless agreed otherwise in writing, only reasonable and limited revision rounds that directly relate to the originally agreed Engagement are included.
5. Additional revisions, substantive changes of direction, new scripts, additional languages, changed scope or correction of errors in material supplied by Customer may be charged separately.

1. Insofar as part of the Agreement, Clonefy provides hosting, player functionality, embeds, downloads, analytics or other online functionalities via its own systems or via third parties.
2. Clonefy makes reasonable efforts to keep the Software and hosting services reasonably available, but gives no guarantee of uninterrupted availability, error-free operation or permanent compatibility with all devices, browsers, networks or environments.
3. Clonefy is entitled to carry out maintenance, updates, patches, security measures and technical changes.
4. Clonefy may temporarily restrict or interrupt functionalities if this is necessary due to maintenance, security, migration, outages, capacity management or dependencies on third parties.
5. Embed codes, player links, analytics, hosting functionalities and similar online facilities only remain available for as long as the relevant Subscription or the relevant Engagement is active and Customer meets its obligations.
6. Upon termination or suspension of the Agreement, Clonefy is entitled to disable embeds, players, hosting, analytics and similar functions immediately or as of the end date.
7. Customer expressly acknowledges that Clonefy’s video player and hosting are necessary for placed embeds to function. Upon termination or suspension of the Agreement, or upon termination of the Subscription, the player and hosting are taken offline. As a result, all embeds and player links placed by Customer, including those on websites, intranets, learning environments, portals or other environments of Customer or third parties, stop functioning. Customer may download the produced videos before the end date and retains the right to use those downloaded files, but the multilingual player, in-player subtitles, language switching, analytics and embed functionality lapse and are not kept available after the end date, unless agreed otherwise in writing.

1. For the performance of the Agreement, Clonefy uses third parties, possibly including providers of AI models, voice technology, avatar technology, cloud infrastructure, hosting, storage, payment processing, email processing, analytics and translation technology.
2. Customer acknowledges that the Services and Software depend in part on the availability, terms, restrictions, price changes, technical specifications and policies of such third parties.
3. Clonefy is not liable for any outage, delay, change, restriction, removal or discontinuation of functionalities that results directly or indirectly from actions or policy changes of third parties, unless this is due to intent or deliberate recklessness on the part of Clonefy.
4. Clonefy gives no guarantee that AI output, translations, synthesis, lip-sync, timing, tone, accuracy, style, pronunciation or other AI-assisted results are error-free, complete or suitable for the intended purpose. Customer remains responsible for review and approval before use.

1. Customer shall not use the Services, Software, Clones and Output for:
   • unlawful, misleading, fraudulent or harmful purposes;
   • deception regarding the identity, capacity, position or authority of a person;
   • use without valid consent of the Clone Person or other rights holders;
   • content that infringes the rights of third parties, including copyrights, portrait rights, trademark rights, privacy rights or other intellectual property rights;
   • content that is contrary to applicable legislation, public order or public decency;
   • political manipulation, disinformation, identity fraud, phishing or similar misuse scenarios;
   • security breaches, scraping, reverse engineering, circumvention of limits, unauthorised access, overloading or similar misuse of the Software.
2. Customer is fully responsible for all actions within its Workspace and for all content created, distributed or published by or on behalf of Customer with the Services or Software.
3. In the event of suspected prohibited use, Clonefy is entitled, without prior warning, to suspend access, block content, restrict accounts, conduct investigations and cooperate with competent authorities, insofar as permitted by law.

1. All intellectual property rights in the Software, interfaces, player, workflows, templates, configurations, documentation, technical design, underlying systems, know-how, prompts, script templates, dashboards and other materials of Clonefy or its licensors are vested exclusively in Clonefy or its licensors.
2. Unless agreed otherwise in writing, the rights to scripts, texts, trademarks, logos, source files and other own materials supplied by Customer are vested in Customer or its licensors.
3. Unless agreed otherwise in writing, Customer obtains, for the duration of the Agreement, a non-exclusive, non-transferable and non-sublicensable right to use the Services, Software and Clones in accordance with the Agreement.
4. Unless agreed otherwise in writing, Customer may use the final Output generated by means of the Services or Software internally and externally for its own business purposes.
5. The right to use Clones, player functionality, hosting, embeds, analytics, Workspace access and similar SaaS functionalities ends automatically upon termination of the Agreement.
6. Customer does not obtain any right to the source code, model architecture, training files, raw clone assets, internal configurations or other components not expressly delivered.

1. Clonefy is entitled to mention Customer’s name and logo as a customer reference on its website, in presentations and in general marketing communications, unless Customer objects to this in writing prior to the Agreement or at a later time.
2. If Customer makes a reasonably substantiated written objection to further mention of its name or logo, Clonefy will end or adjust the use concerned within a reasonable period, insofar as this can reasonably be expected of Clonefy.
3. Use of demo videos, clone examples, voice samples or other materials in which a Clone Person is recognisable for external portfolio, showcase or social media purposes is only permitted if separate, express and demonstrable consent has been obtained for this from both Customer and the Clone Person, insofar as required.

1. The Parties shall treat as confidential all confidential information they receive from each other in the context of the Agreement and use it exclusively for the performance of the Agreement.
2. Confidential information includes in any event all non-public commercial, technical, financial, operational, contractual and personal data-related information, including scripts, recordings, clone information, prices, product plans and access information.
3. The confidentiality obligation does not apply to information that:
   • was already lawfully public;
   • was lawfully obtained from a third party without a duty of confidentiality;
   • must be disclosed pursuant to law, a court order or a binding government regulation.

1. Insofar as Clonefy processes personal data, this is done in accordance with applicable privacy legislation and Clonefy’s privacy policy in force at that time.
2. Depending on the nature of the services, Clonefy may act as controller, joint controller or processor.
3. If and insofar as Clonefy, in performing the Agreement, processes personal data on behalf of Customer in the capacity of processor, the Parties will conclude a separate data processing agreement for this, or the data processing terms offered by Clonefy will apply as an integral part of the Agreement.
4. Customer warrants that, insofar as required, it has a valid legal basis for supplying and having processed personal data, scripts, recordings, image material, voice material and other data.
5. Customer acknowledges that Clonefy uses Subprocessors and third-party infrastructure providers to deliver the Services. On request, Clonefy will provide further information about categories of recipients or, where appropriate, a list of relevant Subprocessors.

1. Clonefy may use functional and analytical storage or identification techniques in its website, Software, player and related environments, including cookies, local storage, session identifiers and similar techniques.
2. Insofar as such techniques are strictly necessary for authentication, security, session management, preferences or the technically requested functioning of the Service, they may be used without additional consent within the limits of applicable legislation.
3. For analytical or similar techniques that require prior consent under applicable legislation, Customer is responsible for a lawful implementation when the player or similar Clonefy functionality is deployed on its own website, intranet, learning environment, portal or other environment managed by Customer.
4. Customer indemnifies Clonefy against claims by third parties arising from the loading or use, without valid consent, of storage or identification techniques that are not strictly necessary in an environment managed by Customer, insofar as the cause lies with Customer or its implementation.

1. Clonefy is entitled to suspend the Agreement in whole or in part or to terminate it with immediate effect if:
   • Customer does not meet its payment obligations on time;
   • Customer acts in breach of these general terms and conditions, the Agreement or applicable legislation;
   • Clonefy has reasonable indications of misuse, fraud, unlawful use or security risks;
   • a third-party supplier on which Clonefy must reasonably be able to rely discontinues or blocks its services;
   • continuation of the services cannot reasonably be expected of Clonefy.
2. Termination of the Agreement does not affect payment obligations already accrued and amounts already due.
3. Upon termination of the Agreement, Customer’s right to use the Software, Workspace, Clones, hosting, embeds, analytics and other SaaS functionalities ends as of the end date of the Agreement or as of the date of suspension, if Clonefy is entitled to suspend.
4. Customer’s access to the Workspace, player functionalities, embeds, hosting, analytics and generation functionality ends as of the end date of the Agreement or, if Clonefy is entitled to do so, as of the date of suspension. From that moment, Customer no longer has any right of use or access.
5. Customer is itself responsible for downloading any desired Output or files before the end date or before suspension, insofar as that function is available. Clonefy is not obliged to offer any download, export or recovery option after the end date.
6. After termination, Clonefy may keep the Workspace and project environment concerned in an internal decommissioning status for a maximum of thirty days for settlement, checks, handling of support, preparation for deletion and administrative processing, without Customer having access to it.
7. Clonefy is entitled, no later than thirty days after the end date, to delete or make inaccessible active project data, scripts, generated videos, Workspace data, player links and similar operational data from its primary environment, insofar as statutory retention obligations or compelling operational reasons do not preclude this.
8. Insofar as Clonefy or its Subprocessors must delete Clone data, recordings, model information or other project data after termination, Clonefy will initiate the usual deletion procedure as soon as possible. Clonefy aims to complete this process within ninety days of the end date, insofar as the systems, procedures and retention cycles of the third parties involved allow.
9. Clonefy may retain administrative, contractual, invoicing, consent and other file data insofar as this is necessary for statutory retention obligations, evidential purposes, dispute resolution, tax obligations, fraud prevention or the defence of legal claims. Further retention periods are set out in Clonefy’s privacy policy.
10. After termination, Clonefy is not obliged to keep available, archive or make available to Customer again any data, Output, project files, Workspaces, player links or other content, unless agreed otherwise in writing.

1. Customer must report complaints about the performance of the Agreement, Services delivered or invoicing to Clonefy in writing as soon as possible and no later than fourteen days after the matter concerned was discovered or could reasonably have been discovered.
2. A complaint does not suspend the payment obligation.
3. Submitting a complaint does not entitle Customer to rescind or suspend the Agreement, unless Clonefy confirms otherwise in writing or mandatory law provides otherwise.

1. Clonefy is only liable for direct damage that is the direct and exclusive result of an attributable failure in the performance of the Agreement, insofar as that liability is established in law.
2. The total liability of Clonefy per event or series of related events is limited to:
   • in the case of a one-off Engagement, the amount Customer has paid to Clonefy for that specific Engagement; or
   • in the case of a continuing Agreement or Subscription, the amount Customer has paid to Clonefy under the Agreement concerned in the twelve months preceding the event causing the damage.
3. Clonefy is not liable for indirect damage, consequential damage, lost profits, missed savings, reputational damage, loss of goodwill, loss of data, business interruption, third-party claims or damage caused by decisions taken on the basis of the Services, Software or Output.
4. Clonefy is not liable for damage resulting from:
   • incorrect or incomplete input from Customer;
   • use of Services or Output contrary to instructions or legislation;
   • the absence of valid consents or rights;
   • substantive inaccuracies in scripts or content supplied by Customer;
   • acts or omissions of Customer, the Clone Person or third parties engaged by Customer;
   • outages, restrictions or policy changes at third parties or Subprocessors;
   • incorrect implementation of embeds, players, consent mechanisms or technical configurations in Customer’s environments.
5. The limitations set out in this article do not apply to damage resulting from intent or deliberate recklessness on the part of Clonefy.

1. Customer indemnifies Clonefy against all claims by third parties, including the Clone Person, employees, end users, supervisory authorities and rights holders, relating to:
   • the absence of valid consents or authorisations;
   • infringement of intellectual property rights, privacy rights, portrait rights or other rights of third parties;
   • unlawful, misleading or harmful content supplied or used by or on behalf of Customer;
   • incorrect or unlawful use of Clones, Output, embeds, analytics or player functionalities;
   • non-compliance by Customer with applicable laws or regulations, including privacy, employment or communications law.
2. This indemnity also covers reasonable costs of legal assistance, investigation, measures and defence.

1. Clonefy is not obliged to fulfil any obligation if it is prevented from doing so by force majeure.
2. Force majeure also includes: disruptions or outages of the internet, hosting, power supply, APIs, cloud infrastructure, third-party software, payment providers, AI providers, transport, illness, pandemics, government measures, cyber incidents, hacking attempts, data centre problems, incapacity for work, war, strikes, fire, flooding and other circumstances beyond Clonefy’s reasonable sphere of influence.
3. If the force majeure situation lasts longer than sixty days, the Parties are entitled to terminate the Agreement in whole or in part in writing, without any obligation to pay compensation.

1. Clonefy is entitled at any time to unilaterally amend, supplement or replace these general terms and conditions, as is customary in the market.
2. The most recent version is published on Clonefy’s website and applies from the announced moment to all new and existing Agreements, unless agreed otherwise in writing.
3. Amendments are announced in good time and do not enter into force earlier than the announced moment.
4. If an amendment is materially disadvantageous to Customer under an ongoing continuing agreement, Clonefy will offer Customer a reasonable opportunity to terminate the Agreement with effect from the effective date of the amendment, unless the amendment is necessary due to legislation, a court ruling, a binding instruction from a supervisory authority, security or a change to an essential third-party service over which Clonefy can reasonably exercise no influence.

1. All legal relationships between the Parties are governed exclusively by Dutch law.
2. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) is excluded.
3. Disputes shall be submitted exclusively to the competent court in the district of Northern Netherlands (Noord-Nederland), Groningen location, unless mandatory law prescribes otherwise.

1. Clonefy may transfer rights and obligations under the Agreement to an affiliated company or legal successor, provided that the core of the services is not materially affected as a result.
2. Failure by Clonefy to exercise any right does not constitute a waiver of that right.
3. These general terms and conditions may be made available in several languages. In the event of any difference in interpretation or meaning, the Dutch version prevails.