General Terms and Conditions

These general terms and conditions ("GTCs"), as they may be amended from time to time as set out herein, govern the use and provision of the Services provided by Ontos B.V. (the "Provider") to the Customer and form part of the Agreement between the Parties.

Capitalised terms that are used but not defined in this document shall have the meaning set out in the Order Form.

Subject to the terms and conditions of the Agreement, the Provider shall make the Services available to the Customer in accordance with the Order Form.

The Provider shall endeavour to make the Services available 24/7 except for interruptions due to support and maintenance. The Provider shall use all commercially reasonable efforts to (i) undertake maintenance that causes as little disruption of the Services as possible and (ii) provide advance notice to the Customer of any suspension of the Services.

The Customer is responsible for obtaining and maintaining, at its expense, the hardware, software and internet connectivity necessary to access and use the Services.

The Services use artificial intelligence to suggest taxonomy mappings and classifications for the Customer's financial data. The AI maps existing data to taxonomy elements within the Supported Taxonomies. However, given the probabilistic nature of machine learning, the AI may in some situations suggest an incorrect or suboptimal taxonomy mapping. The Customer is responsible for reviewing and verifying all suggested mappings before approving them.

All AI-suggested taxonomy mappings are preliminary; they must be reviewed, verified, and approved by a qualified professional before any regulatory submission or reliance thereon. The Provider does not warrant the correctness or regulatory acceptance of any AI-suggested mapping or any Output. The Customer bears sole responsibility for the final taxonomy selections and the correctness of any filing made using Output generated by the Services.

Personnel specified by the Customer will be provided with administrative privileges (administrators) to manage the Customer's account and its Users, whereby the administrators may be able to access logging and information about Users' use of the Services. If an administrator or User is no longer authorised to use the Services, the Customer shall promptly notify the Provider.

The Customer is responsible for all administrators' and Users' use of the Services. The Customer is also responsible for safeguarding any access credentials related to the Services, including enabling multi-factor authentication where available, and for all acts and omissions under its account. In case of suspected or confirmed unauthorised access to or use of the Services or the access credentials, the Customer shall promptly inform the Provider.

The Customer agrees not to (i) use the Services in a way that infringes, misappropriates or violates any person's rights, (ii) sub-license, sell or otherwise transfer its right to access or use the Services, (iii) attempt to reverse engineer or derive the source code of the Services or any portion thereof, (iv) modify, customise, port, translate, localise or create derivative works of the Services, (v) use any automated or programmatic method to extract data or Output from the Services, (vi) use its access to the Services to build a product or service which competes with the Services, (vii) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services.

The Customer is responsible for its and its Affiliates' adherence to the usage restrictions. If the Provider has reasonable grounds to suspect a violation, the Provider will notify the Customer by email and request the Customer to take immediate and appropriate action. The Provider may, after providing written notice, suspend the Customer's access to the Services if the breach poses an immediate risk of damage, the Customer fails to comply with a service notice within the reasonable time period, or the breach is not capable of being remedied.

The Services are offered on a prepaid, pay-per-conversion basis. The Customer purchases a specified number of Conversion Credits, each of which entitles the Customer to perform one (1) conversion through the Services. The price per Conversion Credit and the number of Conversion Credits initially purchased are set out in the Order Form.

The Customer may, at any time, purchase additional Conversion Credits at the Provider's then-applicable pricing, either through the Services' interface or by a supplementary Order Form.

Conversion Credits are consumed as the Customer performs conversions through the Services. As of the Effective Date of the Agreement, Conversion Credits do not have an expiry date; the Provider may introduce an expiry period for Conversion Credits purchased in the future by giving at least thirty (30) days' prior written notice, provided that such change shall not apply to Conversion Credits already purchased.

Notwithstanding the default prepaid per-conversion model, the Parties may agree in the Order Form to a fixed-term contract (for example, an annual subscription) with a defined volume of Conversion Credits and specific renewal or payment terms. In case of conflict between such Order Form terms and this Clause 3, the Order Form shall prevail.

All fees are stated in Euros and are exclusive of VAT and any other applicable Taxes.

The Customer's payment of fees is neither contingent on the delivery of any future functionality or features nor dependent on statements not set forth in the Agreement.

The Provider may update its published pricing from time to time by giving at least thirty (30) days' prior written notice. Such updates apply only to Conversion Credits purchased after the effective date of the pricing change; Conversion Credits purchased prior to the update remain valid at the price at which they were acquired.

Payment is due upfront, at the time of purchase of Conversion Credits, unless the Order Form expressly provides for invoicing terms. If the Customer's Conversion Credit balance is exhausted, the Customer's ability to perform further conversions is suspended until additional Conversion Credits are purchased.

If the Provider does not receive any duly invoiced amount by the due date, the Provider may: (i) charge interest on overdue amounts at the rate of statutory commercial interest (wettelijke handelsrente) pursuant to Article 6:119a of the Dutch Civil Code; (ii) claim reasonable extrajudicial collection costs in accordance with Article 6:96 of the Dutch Civil Code; and (iii) suspend the Customer's access to the Services until the overdue amounts are paid in full, provided that the Provider has given at least ten (10) business days' prior notice.

The Customer shall notify the Provider of any invoice dispute in writing within 14 days of the invoice date, specifying the disputed amount and grounds for the dispute. The undisputed portion of any invoice shall remain payable in accordance with the original payment terms.

The fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature (collectively "Taxes"). The Customer is responsible for paying all Taxes associated with the Agreement.

Fees paid for Conversion Credits are non-refundable. As a sole exception, upon termination of the Agreement for cause by the Customer, the Customer shall be entitled to a refund of the fees paid for Conversion Credits that are unused as at the effective date of termination.

The Agreement takes effect on the earlier of (i) the Effective Date, and (ii) the date when the Customer first uses the Services, and shall remain in force for an indefinite period until terminated.

Either Party may terminate the Agreement for convenience by giving thirty (30) days' prior written notice to the other Party. Upon termination of the Agreement for any reason, the Customer's right to use any remaining Conversion Credits shall lapse with immediate effect. Termination for convenience by the Customer does not entitle the Customer to a refund of prepaid fees for Conversion Credits, whether used or unused.

If the Parties have agreed in the Order Form to a fixed-term contract, the term and any renewal mechanism applicable to that contract shall be as set out in the Order Form.

The Provider may terminate the Agreement by giving ninety (90) days' prior written notice if the Customer's account has been inactive (i.e., no Users have logged in and no conversions have been performed) for a continuous period of at least twenty-four (24) months.

Upon termination of the Agreement, the licence shall terminate, any remaining Conversion Credits shall lapse, and all outstanding fees shall be due and payable.

At the Customer's reasonable request and at the Customer's reasonable expense, the Provider shall assist the Customer in retrieving any Customer Content stored in the Services in a standard machine-readable format. Both Parties shall promptly return or destroy any Confidential Information of the other Party.

The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive. The confidentiality undertakings shall survive for the longer of (i) five (5) years counting from the termination hereof, or (ii) in relation to any Confidential Information which comprises information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law.

The Provider will defend the Customer against any third-party claim alleging that the Customer's use of the Services, in accordance with this Agreement, infringes any Intellectual Property Rights of such third party, and will indemnify the Customer against any damages, costs, and reasonable attorney fees actually awarded against the Customer resulting from such claim.

If the Customer's use of the Service results (or in the Provider's opinion is likely to result) in an infringement claim, the Provider may either: (i) substitute functionally similar products or services; (ii) procure for the Customer the right to continue using the Service; or if (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement and refund the Customer any prepaid unused fees.

The indemnity obligations are conditioned upon the Indemnified Party (i) promptly giving the Indemnifying Party written notice of the claim, (ii) giving the Indemnifying Party sole control of the defence and settlement of the claim, and (iii) giving the Indemnifying Party all reasonable assistance in connection with the defence or settlement of the claim, at the Indemnifying Party's expense.

For avoidance of doubt, a claim against the Indemnified Party shall be understood to include a claim against the Indemnified Party, its Affiliates, and its or its Affiliates' officers, directors, and employees.

The Provider warrants during the Term that (i) the Services will conform materially in accordance with the specifications provided by the Provider and (ii) it will perform the Services in a professional manner, in accordance with generally accepted industry standards.

Except in case of gross negligence or wilful misconduct by the Provider, the Customer's sole and exclusive remedies for a breach of the warranty shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights.

Except for the warranties in this section, the Services are provided on an as-is basis and the Provider disclaims all warranties express or implied (either in fact or by operation of law) or statutory, including all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, non-infringement and title. The Provider does not represent or warrant that the use of the Services will be uninterrupted or error-free.

Neither Party shall be liable under the Agreement for any indirect, special, incidental, exemplary, punitive or consequential damages, including lost profits, lost opportunities, or cost of substitute services or other economic loss arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

A Party's aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Customer in the twelve (12) months prior to the event that gave rise to the claim (the "General Cap").

The limitation shall not apply to a Party's breach of confidentiality or the Data Processing Agreement ("Enhanced Claims"). For all Enhanced Claims, each Party's aggregate liability shall not exceed 1.5x the total fees paid or payable by the Customer in the 12 months prior to the event that gave rise to the claim (the "Enhanced Cap").

To be valid, any claims for damages shall be notified to the other Party no later than twelve (12) months from the time the relevant Party became or should have become aware of the event giving rise to the claim, however, never later than 6 months after the expiration or termination of the Agreement.

The Customer is solely responsible for ensuring that its use of the Services and Output is compliant with applicable laws and regulations, including any filing requirements with the Kamer van Koophandel (KvK) or other regulatory authorities.

"Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) Customer Content, (iii) the Services, (iv) the terms and conditions of the Agreement, and (v) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement.

Notwithstanding Clause 7.1.1, Confidential Information does not include information that (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by the Disclosing Party, as proven by records of the Receiving Party; (iii) is rightfully disclosed to the Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations; or (iv) is at any time independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information, as proven by records of the Receiving Party.

The Receiving Party shall (i) keep the Disclosing Party's Confidential Information confidential, (ii) safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information, and (iii) not use Confidential Information for any purpose outside the scope of the Agreement.

The Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose, execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.

The Receiving Party is also permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction. If the Receiving Party becomes subject to a compelled disclosure proceeding which concerns Confidential Information, it shall, to the extent not prevented by law, provide the Disclosing Party with notice of the proceeding and compelled disclosure and cooperate in any effort to obtain confidential treatment of the Confidential Information.

Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.

The Provider shall implement and maintain technical and organisational measures to protect Customer Data as described in the Security Measures.

The Provider and its Affiliates own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Nothing in this Agreement shall be considered a transfer or licence to those rights, except as explicitly stated herein.

As between the Parties, the Customer owns all rights, title, and interest in and to the Customer Output.

Subject to the Customer's adherence to this Agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable licence for the Term to access and use the Services specified in the Order Form for the Customer's internal business operations.

The Customer grants the Provider a limited, non-exclusive, non-transferable licence for the Term to use, store, copy, transmit, and share Customer Data with Sub-processors solely for the provision of the Services in accordance with the Agreement. Except for the aforesaid licence, the Customer reserves all right, title, and interest in and to the Customer Data. This licence terminates upon deletion of the Customer Data or termination of the Agreement.

Feedback, comments, ideas, proposals, and suggestions for improvements (collectively "Feedback") from the Customer (including its Users) are encouraged by the Provider. It is noted that Feedback is not treated as confidential, and the Provider may use Feedback without restriction or paying compensation, and that any Intellectual Property Rights resulting therefrom shall vest exclusively in the Provider.

The Provider may collect Usage Data to develop, improve, support and operate the Services. The Provider may not share Usage Data with a third party except (i) in accordance with Section 7 or (ii) to the extent the Usage Data is aggregated and anonymised such that the Customer and its Users cannot be identified.

The Provider will not use Customer's Confidential Information to train generative or base AI models, nor will it allow its subcontractors to do so, unless agreed upon separately in writing (e.g. for finetuning).

Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the Party's reasonable control, including natural disasters, epidemic or pandemic, act of war or terrorism, riot or civil unrest, governmental action, disruption of telecommunications, widespread internet infrastructure failure, or disruption of power or other essential services.

A Party claiming that circumstances described in Clause 10.8.1 prevent it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances. If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 10.8.1, either Party shall have the right to terminate the Agreement upon written notice, without incurring any liability for compensation.

The Provider may amend these GTCs by posting updated GTCs on its website. All updates become effective when posted. Notwithstanding the above, in no event may the Provider alter the GTCs in a way that detracts from its obligations with respect to Confidential Information, as agreed to in this Agreement without the express written consent from the Customer.

If the Customer reasonably considers an update to materially adversely affect it, it has 15 days after posting of such update to bring such matter to the Provider's attention. If the Provider is unable to resolve the Customer's issue (including by reverting to the prior language for the rest of the applicable subscription period) within 15 days of the Customer bringing such issue to its attention, the Customer may terminate the Agreement without penalty upon 5 days' notice. In such case the Provider will not refund the Customer any prepaid unused fees.

This Agreement, and any dispute or claim arising out of or in connection with it (including any dispute or claim relating to non-contractual obligations), shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations for a period of 30 days.

If the dispute is not resolved within such period, it shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.