Terms and conditions

Nonstop Staff: MX Software Solutions, trading as Nonstop Staff, registered with the Dutch Chamber of Commerce under number 42114100, VAT number NL005504017B74, or its legal successor under article 23.

Customer: the business or organisation that enters into an Agreement with Nonstop Staff or receives a Quote for one.

Agreement: the arrangement between Nonstop Staff and the Customer about the Service, consisting of the accepted Quote, these terms, the Data Processing Agreement and any written additions.

Quote: the proposal of Nonstop Staff with the package, services, prices, term and any special arrangements.

Service: the digital staff (AI services) and the customer app that Nonstop Staff provides under the Quote.

AI employee: a part of the Service that uses artificial intelligence to hold conversations, write messages or drafts, summarise or prepare tasks.

Output: everything an AI employee produces or says, such as answers to callers, summaries, transcripts, drafts, messages, posts and reports.

Customer Data: all data that the Customer, its staff or its customers enter through the Service or that the Service processes for the Customer, including personal data and Output.

End User: a caller, writer, customer or other third party who is in contact with the Customer through the Service.

Coming soon: the status of a service that Nonstop Staff is still building or testing, or has not yet switched on for the Customer.

Go-live: the moment a service is put into use for the Customer; for the Receptionist, the moment calls are forwarded to the Service.

Set-up: the one-off work to set up the Service for the Customer, and the fee for it.

Working day: Monday to Friday, except the generally recognised public holidays under the Dutch General Time Limits Act.

In writing: by letter, by e-mail or through the customer app.

These terms apply to every Quote, Agreement and delivery of Nonstop Staff.

Nonstop Staff supplies only businesses and organisations acting in the course of a trade or profession and registered in the Dutch Trade Register or a foreign equivalent. The Service is not intended for consumers. Whoever accepts a Quote declares that they act on behalf of a business and are authorised to bind it. If the Customer turns out to be a consumer, Nonstop Staff may end the Agreement immediately.

Purchasing or other terms of the Customer do not apply, even if the Customer refers to them.

If a provision is void or annulled, the other provisions remain in force. The parties replace it with a valid provision that comes as close as possible to its purpose.

In case of conflict between documents this order applies: (1) special arrangements in the Quote, (2) the Data Processing Agreement as far as personal data are concerned, (3) these terms.

A Quote is without obligation and valid for 14 days, unless the Quote says otherwise. Obvious errors in a Quote do not bind Nonstop Staff.

The Agreement is formed as soon as the Customer accepts the Quote. This can be done:

1. electronically (click-to-accept): the Customer enters its name on the acceptance page, ticks a box itself to confirm that it has read and accepts these terms and the Data Processing Agreement, and confirms. Nonstop Staff records the name, time, IP address, browser data and the version of these terms;
2. by signing the Quote; or
3. by agreeing to performance, for example by paying the Set-up.

Services with the status Coming soon are listed in the Quote with that status. The Customer pays no monthly fee for them until the service is live for it. Nonstop Staff gives no fixed date for such a service unless agreed in writing. Before a Coming soon service goes live for the Customer, Nonstop Staff announces this with the rate from the Quote; the Customer may then decline the service at no cost.

Nonstop Staff makes these terms available before or when the Agreement is concluded:

1. through a link in the Quote and on the acceptance page, visible before the accept button;
2. as a PDF file the Customer can download and keep; and
3. free of charge by e-mail on request. The version the Customer accepted remains available.

With one confirmation on the acceptance page the Customer accepts the Quote, these terms and the Data Processing Agreement together. The Customer can read all three before accepting and keep them as PDF.

After acceptance Nonstop Staff sets up the Service. The Customer supplies in time, completely and correctly what the intake form asks, including opening hours, services, prices that may be quoted, urgency rules, tone, contact details and its own fallback number to which calls go when the Service is unavailable.

Complete onboarding means: the intake form is filled in; the kick-off of about 30 minutes has taken place; and the forwarding of the Customer’s number is set up or a date for it has been agreed.

The Customer tests and approves the Service before Go-live. Without a fallback number the Receptionist does not go live.

Guarantee “live within 10 working days”: if the Receptionist does not go live within 10 Working days after complete onboarding, Nonstop Staff refunds the paid Set-up of that service and, at the Customer’s request, the Agreement ends without further cost. Delay caused by the Customer, by an integration or supplier on the Customer’s side (such as its telephone provider) or by force majeure does not count. The refund is the only compensation for missing this period.

Guarantee “14 days: first monthly fee back”: if the Customer reports by e-mail within 14 days after the first Go-live that it is not satisfied, Nonstop Staff refunds the first monthly fee and the Agreement ends immediately. The Set-up, media budget and third-party costs are not refunded. Article 13 applies. This guarantee applies once per Customer and not to a pilot.

Time limits are not strict deadlines unless the Quote expressly says so. Nonstop Staff is only in default after a written notice of default giving a reasonable period to perform.

Nonstop Staff may offer a pilot: a six-week trial of limited scope, such as one department at one location, for a fixed fee. Scope, fee and success criteria are in the Quote.

If the Customer enters into an Agreement for the regular Service within 30 days after the end of the pilot, the pilot fee is credited against the Set-up.

A pilot ends automatically after the agreed period. It only continues as a regular Agreement if the Customer agrees to that in writing.

These terms apply in full during a pilot.

The Customer ensures that the information, instructions, prices, urgency rules and other settings it supplies or enters in the customer app are correct, complete and up to date. Nonstop Staff may rely on them.

The Customer is itself responsible for its use of the Service complying with the laws that apply to it in every country where it uses the Service, including privacy law, telecom and marketing rules, rules on recording conversations, consumer law, professional and industry standards and the AI Act. As controller it informs its End Users about the use of the Service in its own privacy statement.

Every End User hears or reads at the start that they are communicating with a digital assistant and that the conversation is recorded in writing. The Customer may not switch off, circumvent or contradict that notice, does not let the AI employee pose as a human and does not let it use the name of a real employee.

If the Customer has messages sent that it initiates itself (such as follow-ups, reactivation, reminders or review requests), it ensures the required consent or a statutory exception (including article 11.7 of the Dutch Telecommunications Act) and keeps opt-outs in the Service.

The Customer does not use the Service:

1. as an alarm, emergency or rescue service, or as its only availability for emergencies (see article 8);
2. for medical, legal, financial or other professional advice to End Users;
3. for decisions about people that fall under high-risk AI, such as recruitment, creditworthiness assessments or access to essential services (Annex III AI Act);
4. for misleading, unlawful or discriminatory communication, fake reviews, spam or circumventing opt-outs;
5. for sectors or purposes that Nonstop Staff does not serve according to the Quote;
6. in a way that harms the Service, other customers or suppliers, such as abuse, security testing without permission or resale.

The Customer manages who in its organisation has access to the customer app, keeps passkeys and login details secret and reports misuse immediately.

The Customer keeps its own fallback number and its own procedure for emergencies and outages.

Nonstop Staff may apply reasonable technical limits to prevent abuse, spam and unexpected costs, such as a maximum number of calls per caller per day, a maximum number of test calls per day and a daily ceiling on the cost of AI models. When a limit is reached, a service may work in a limited way for a while. Nonstop Staff explains the limits on request.

AI employees work with language models and speech technology. AI can make mistakes: Output may be incorrect, incomplete or unintended, even when the Service is set up properly. Nonstop Staff provides the Service and the Output as they are. It limits errors with instructions, checks, tests and prior approval, but does not warrant error-free Output.

Output is not professional advice. The Customer assesses whether Output is suitable for its purpose.

In the first 14 days after Go-live the Customer approves all Output before it goes out, except conversations the Receptionist holds live. After that the Customer chooses per type of task what may run automatically. Prices, quotes, discounts, refunds, payments and complaints always require the Customer’s approval. What the Customer approves, configures or lets run automatically is its responsibility.

The Service cannot transfer money and has no access to bank accounts of the Customer or anyone else. It can only send invoices, payment reminders and payment links that the Customer has set up or approved.

Live conversations cannot be approved in advance. The Receptionist is set up to give only information the Customer has released and to prepare a task when in doubt. Commitments the Receptionist nevertheless makes apply between the Customer and the End User under the normal rules; Nonstop Staff is only liable for them within article 14.

An AI employee never poses as a human.

Nonstop Staff may change underlying models, voices and suppliers if quality and data arrangements remain at least equal. Changes in sub-processors follow the Data Processing Agreement.

Nonstop Staff does not guarantee results such as revenue, numbers of customers, calls answered or reviews. Example calculations and baselines are examples.

The Service is not an alarm, emergency or rescue service and does not replace one.

If the Receptionist recognises danger to life, fire, a gas smell, injury or a similar emergency, it tells the caller to call 112. According to the Customer’s urgency rules it reports the urgency and transfers the call if that has been set up. Recognising, reporting and transferring are done on a best-effort basis and depend on what the caller says, on technology and on suppliers. There is no guarantee that every emergency is recognised or that a transfer succeeds.

The Customer remains responsible for its availability in emergencies, its on-call rotas, following up alerts and a working fallback and transfer number.

Nonstop Staff makes reasonable efforts to keep the Service available day and night and aims for an availability of 99% per calendar month. This is a target, not a guarantee. No service level agreement (SLA) applies and no compensation or credit is due for unavailability, unless the parties conclude a separate SLA in writing. An SLA is only available with the Enterprise package.

The Service uses third-party services such as hosting, network, telephony, speech, AI models, e-mail, payments and the Customer’s platforms. Outages, changes or limitations of those may interrupt the Service. Nonstop Staff limits the consequences with fallback models and the Customer’s fallback number.

Nonstop Staff performs planned maintenance outside office hours as much as possible and, if noticeable, with prior notice. Emergency maintenance may be done without notice.

Nonstop Staff responds to non-urgent reports within 2 Working days. If the Service does not work and the Customer reports this as urgent, Nonstop Staff responds as soon as possible, aiming for 4 hours on Working days between 8:00 and 18:00. These are target times.

Nonstop Staff may improve and change the Service. It announces a change that materially limits a function in the Quote at least 30 days in advance; the Customer may then terminate as of the effective date.

Nonstop Staff provides integrations with systems of the Customer or third parties only as described in the Quote and as long as those third parties make this technically and contractually possible.

The Customer makes reports, questions and requests through the customer app or by e-mail to [email protected].

Prices are in the Quote, in euros and exclusive of VAT and other levies.

The fee consists of a one-off Set-up and a monthly fee, possibly with usage charges above the bundle in the Quote. A call minute counts per started minute. Calls shorter than 15 seconds that are spam or a mistake, and test calls, do not count. A message conversation is one End User about one subject within 24 hours, across all channels together.

The Customer pays media budget for advertising directly to the advertising platform; it is not part of the invoices of Nonstop Staff. The Quote may set a minimum term for the advertising service.

Nonstop Staff may adjust prices once per calendar year by at most the annual change of the consumer price index (CPI, all items) of Statistics Netherlands (CBS), with a maximum of 5%. It announces this at least 30 days in advance.

Nonstop Staff announces a price increase above that indexation at least 30 days in advance; the Customer may then terminate as of the effective date. Under an Annual Agreement such an increase only takes effect in a next contract period.

The Set-up is invoiced before the kick-off, or in instalments if the Quote says so. The monthly fee is invoiced monthly in advance and usage charges monthly in arrears. Invoices are sent by e-mail.

Payment is preferably by direct debit (SEPA), for which the Customer gives a mandate, or by payment link. The payment term is 14 days from the invoice date.

If the Customer does not pay on time, it is in default without notice and owes the statutory commercial interest (article 6:119a Dutch Civil Code).

If an invoice is still unpaid 14 days after the due date, Nonstop Staff sends a formal reminder and the Customer also owes extrajudicial collection costs of 15% of the outstanding amount, with a minimum of € 40.

The Customer reports objections to an invoice in writing within 30 days of the invoice date, with reasons; it pays the undisputed part on time. Set-off by the Customer is excluded, except with a claim that Nonstop Staff has acknowledged in writing or that has been established by a court.

If an invoice is unpaid 7 days after the due date, Nonstop Staff may pause the Service, with a warning at least 24 hours in advance. During the pause calls go to the Customer’s own number or fallback number and monthly fees continue. After full payment the Service resumes.

A Customer who refers a new customer gets 10% off its own monthly fee per active referred customer, up to 30%. The discount starts after the new customer has paid for two months, is never paid out in cash and lapses when the referred customer stops.

Usage (call minutes and message conversations) is measured by the systems of Nonstop Staff; article 21 applies. The Customer sees its usage in the customer app.

Monthly Agreement (standard): the Agreement runs for an indefinite period without a minimum term. The Customer may terminate as of the first day of the next calendar month, without notice period, in the customer app or by e-mail. It may withdraw the termination until that date.

Nonstop Staff may terminate a Monthly Agreement with one month’s notice.

Annual Agreement (if the Quote says so): the Agreement runs for 12 months from Go-live, with 10% off the monthly fee. It then continues as a Monthly Agreement at the then applicable monthly price without this discount, unless the parties conclude a new Annual Agreement. Nonstop Staff cannot terminate an Annual Agreement early, except under paragraphs 5 and 6.

The Customer cannot terminate an Annual Agreement early; article 7:408(1) Dutch Civil Code is excluded. If the Customer nevertheless wants to stop earlier, it may do so as of the first of a month; the monthly fees for the rest of the contract year are then due immediately. This does not apply if the Customer terminates under article 9.5, 10.5 or 22.2, or rescinds the Agreement under paragraph 5.

Either party may rescind the Agreement in whole or in part with immediate effect in writing if:

1. the other party fails to perform a material obligation and does not remedy this within 14 days after a written notice of default; or
2. the other party goes bankrupt, is granted a suspension of payments or ceases its business.

Nonstop Staff may suspend the Service immediately or end the Agreement with immediate effect if:

1. the Customer does not pay an invoice within the period set in a reminder;
2. the Customer misuses the Service or acts in breach of article 6.5; or
3. the Customer’s use is unlawful or creates a serious legal or security risk.

If an Annual Agreement ends under paragraph 6, the monthly fees for the rest of the contract year are due immediately. What Nonstop Staff delivered and invoiced before the end remains due. A paid Set-up is not refunded, except under article 4.4 or if the Customer rescinds the Agreement because of a failure of Nonstop Staff.

On the end date the Service stops. The Customer switches off forwarding with its own telephone provider. Nonstop Staff routes calls that still come in to the fallback number where possible.

After the end date the Customer Data is kept for another 30 days. During that time the Customer may restart the Service without a new Set-up, or request an export of its Customer Data; Nonstop Staff provides it within 10 Working days in a common format. After that Nonstop Staff deletes the Customer Data under the Data Processing Agreement, except data it must keep by law (such as invoices and proof of acceptance) and security logs without conversation content.

The Customer may also ask for its Customer Data to be deleted immediately after the end date.

A telephone number the Customer received through Nonstop Staff can be ported to another provider where technically possible and permitted by the supplier, at the cost involved. If the Customer makes no request within the period of paragraph 2, the number may be released.

Articles 13 to 16, 19, 21 and 24 survive the end of the Agreement.

Nonstop Staff has an obligation to use reasonable efforts. It does not guarantee a particular result.

The total liability of Nonstop Staff, on whatever ground, is limited to the amount its liability insurer pays out in the case concerned, plus the deductible that is for the account of Nonstop Staff under the policy.

If the insurer pays nothing for whatever reason, liability is limited to compensation of direct damage up to the amount (excluding VAT) the Customer paid under the Agreement in the three months before the event causing the damage, with a maximum of € 5,000 per event and € 5,000 per calendar year in total. Related events count as one event.

Direct damage means only: reasonable costs to make the performance of Nonstop Staff conform to the Agreement; reasonable costs to establish the cause and extent of the damage, insofar as they relate to direct damage; and reasonable costs to prevent or limit damage, insofar as the Customer shows they limited direct damage.

Nonstop Staff is not liable for:

1. indirect and consequential loss, including lost profit or revenue, missed customers, leads, orders or appointments, missed savings, reputational damage and business interruption;
2. damage because an emergency was not recognised, an urgent alert did not arrive or a transfer did not succeed (article 8);
3. damage from outages, changes or limitations at suppliers of hosting, network, telecom, speech or AI models, or at platforms as referred to in article 9.2;
4. damage from services with the status Coming soon or other functions offered as a test or beta;
5. damage from Output, settings or actions that the Customer approved, configured or let run automatically, or from incorrect or incomplete information or instructions of the Customer;
6. loss of or damage to data, except insofar as a backup that Nonstop Staff had to make under the Data Processing Agreement was missing;
7. fines and sanctions imposed on the Customer, unless they are the direct result of a failure of Nonstop Staff under the Data Processing Agreement; they then count as direct damage within paragraphs 2 and 3.

The limitations and exclusions in this article do not apply if the damage results from intent or deliberate recklessness of Nonstop Staff or its management.

Liability for a failure only arises if the Customer gives Nonstop Staff prompt written notice of default, as precise as possible, with a reasonable period to remedy, and Nonstop Staff still fails after that, unless remedy is permanently impossible.

This article also applies to the persons and suppliers Nonstop Staff engages; they may rely on it directly.

The Customer reports complaints about the Service in writing, with a clear description, within 30 days after it discovered or could reasonably have discovered the defect. If the Customer reports later, it can no longer rely on that defect, unless Nonstop Staff knew or should have known of it.

Any claim of the Customer against Nonstop Staff lapses if the Customer has not brought it before a court or asserted it in writing within 12 months after it discovered or could reasonably have discovered the damage or defect.

The Customer indemnifies Nonstop Staff against claims by third parties, including callers, customers and other End Users of the Customer and regulators, relating to the Customer’s use of the Service, and reimburses the reasonable costs of defence. This applies in particular to claims arising from information, content or instructions of the Customer, from Output the Customer approved or let run automatically, from use in breach of article 6 or the law, and from the absence of a legal basis, consent or information for which the Customer is responsible as controller.

The indemnity does not apply insofar as the claim results from intent or deliberate recklessness of Nonstop Staff or its management.

Nonstop Staff notifies the Customer of such a claim promptly and, in consultation, conducts the defence or leaves it to the Customer.

All rights in the Service, the software, the platform, the instructions, prompts, sector packages, templates and documentation belong to Nonstop Staff or its licensors. The Customer receives for the term of the Agreement a non-exclusive, non-transferable right to use them for its own business.

Customer Data remains the Customer’s. The Customer gives Nonstop Staff the right to use it insofar as necessary to provide, secure, support and invoice the Service and to comply with legal obligations.

Nonstop Staff does not use Customer Data to train its own or anyone else’s AI models. It chooses suppliers and settings under which, according to that supplier’s terms, Customer Data is not used for training, and states this per sub-processor in the Data Processing Agreement.

Nonstop Staff may use anonymised and aggregated data without content, such as numbers of calls, duration, error codes and model costs, to measure and improve the Service.

The Customer may use Output the Service makes for it for its own business. Nonstop Staff does not warrant that Output is free of third-party rights; the Customer assesses this before publication.

Nonstop Staff only names the Customer or shows its logo as a reference with the Customer’s written permission.

Neither party is liable for a failure caused by force majeure. This includes in any case: an outage, failure or limitation at a supplier of hosting, network, telecom, telephone numbers, speech, AI models, e-mail or payments, or at a platform of the Customer; internet or telephone network failures; cyber attacks despite reasonable security; government measures; power cuts, fire, epidemics and acts of war; and illness of the person who runs the Service at Nonstop Staff if replacement is not reasonably possible.

If force majeure lasts longer than 30 days, either party may rescind the Agreement for the part that cannot be performed, without compensation. Monthly fees for a period in which the Service did not work at all due to force majeure are credited pro rata.

The parties keep each other’s confidential information secret and use it only for the Agreement. Confidential information includes in any case Customer Data, prices, the Quote, security information and information whose confidentiality is evident.

This does not apply to information that is public without breach of this obligation, that a party already lawfully had, or that a party must disclose under the law or a court decision; in the latter case it informs the other party in advance where permitted.

Confidentiality applies until 3 years after the end of the Agreement; for Customer Data without an end date.

For personal data Nonstop Staff processes for the Customer, the Customer is the controller and Nonstop Staff the processor. The Data Processing Agreement is part of every Agreement and governs, among other things, sub-processors, security, data breaches and retention periods. The Customer receives it with the Quote; it is also available on request at [email protected].

Nonstop Staff and its staff only see the content of the Customer’s conversations, messages and settings with the Customer’s permission per request, for a defined purpose and for at most 72 hours, revocable and with every access recorded; or where strictly necessary to resolve a serious outage, security incident or misuse or where required by law, after which the Customer is informed unless the law forbids this.

For its own purposes, such as the customer relationship, invoicing, the website and security, Nonstop Staff is itself the controller. See the privacy statement at nonstopstaff.com/privacy/.

The records, log files and audit trail of Nonstop Staff, including the recording of the acceptance, of approvals and settings by the Customer and of calls, messages and usage, serve as evidence between the parties, subject to proof to the contrary by the Customer.

Notices are sent in writing to the addresses the parties have given each other. For Nonstop Staff this is [email protected].

Nonstop Staff may change these terms and the Data Processing Agreement. It announces a change in writing at least 30 days before the effective date, with the new text or a link to it.

If a change is to the Customer’s disadvantage, it may terminate the Agreement as of the effective date, also under an Annual Agreement and without article 12.4 applying. If it does not terminate, the new version applies from that date.

A change that is only needed because of legislation, a court ruling or a regulator’s requirement, or a change without disadvantage to the Customer, may take effect sooner.

Nonstop Staff may engage third parties and suppliers in performing the Agreement. For processing personal data the rules on sub-processors in the Data Processing Agreement apply.

Nonstop Staff may transfer the Agreement, including the Data Processing Agreement, and its rights and obligations under it, without the Customer’s consent, to an affiliated company or to a legal entity that continues its business in whole or in part. The Customer hereby already cooperates in this. Nonstop Staff informs the Customer of the transfer in writing.

The Customer may only transfer the Agreement or its rights and obligations under it with the written consent of Nonstop Staff.

A separate introducer scheme applies to people who introduce new customers without being a Customer themselves (introducers or partners). Under it the introducer receives, for every introduced customer that becomes a paying Customer, a one-off commission of 15% of the set-up fee excluding VAT, paid within 14 days after the Customer has paid the set-up fee in full. No commission is paid on monthly fees.

The Agreement and these terms are governed by Dutch law. The Vienna Sales Convention does not apply.

The parties first try to resolve a dispute by consultation and may jointly engage a mediator.

Disputes are submitted exclusively at first instance to the District Court of Limburg (rechtbank Limburg), the Netherlands. A case within the jurisdiction of the subdistrict court stays there.

These terms were drawn up in Dutch. In case of differences with a translation, the Dutch text prevails.