GENERAL TERMS AND CONDITIONS (OF DELIVERY AND USE)

The Sales Studios B.V. – “Reppic”

Version 1.3 – June 30, 2025

Section I General Provisions

Article 1 Definitions

Article 2 Applicability and Order of Precedence

1. These terms and conditions (“Terms and Conditions”) apply to every Quotation, Agreement, and any legal acts arising therefrom.
2. Tiebreaker rules:

1. Order confirmation, SLA, and/or data processing agreement;
2. These Terms and Conditions;
3. Other written agreements.

1. Any deviation from these Terms and Conditions must be made in writing.
2. The Customer’s purchasing terms and conditions or any other terms and conditions are expressly rejected.

Article 3 Conclusion of the Agreement

1. A quote is non-binding unless it specifies a validity period.
2. The Agreement shall be concluded as soon as (i) the Customer accepts the Quote in writing or electronically, or (ii) the Customer actually uses the Platform.
3. The customer warrants that the information provided by him is accurate and complete.

Article 4 Right of Use and Accounts

1. The Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform internally for the duration of the Agreement.
2. A single login account is created for each User; sharing accounts is prohibited.
3. The customer activates and deactivates login accounts when there are personnel changes and is liable for all actions taken under those accounts.
4. The Customer shall not rent, sell, reverse-engineer, make available to third parties, or disclose the Platform.
5. The Supplier may suspend access or accounts if (a) the Customer materially breaches the Agreement or (b) urgent security circumstances so require; the Supplier shall notify the Customer in advance and, if reasonably possible, grant a grace period of five (5) Business Days.

Article 5 Availability and Maintenance

1. The supplier is committed to achieving an annual availability rate of 98 %.
2. The following are excluded from the uptime calculation:

1. scheduled maintenance (up to 8 hours per month);
2. force majeure (Article 16).

1. If availability falls below 95% in a calendar year, the Customer will receive, upon request, a service credit equal to five percent (5%) of the annual fee; this is the sole remedy.
2. The supplier may roll out new versions and features; any materially adverse changes will be notified at least thirty (30) days in advance.

Article 6 Obligations of the Customer

1. The Customer shall use the Platform in compliance with all applicable laws and regulations, including the GDPR.
2. The Customer warrants that the files uploaded by him are free of viruses and malware and indemnifies the Supplier against any damages resulting from a breach.

Article 7 Compensation and Payment

1. Prices are listed in euros and do not include VAT or other taxes.
2. Invoices are sent electronically; payment is due within fourteen (14) days of the invoice date.
3. In the event of default, the Customer shall owe statutory commercial interest and reasonable collection costs; the Supplier may suspend access.
4. The supplier may adjust rates annually as of January 1 in accordance with the CPI (CBS). If the CPI is negative, rates will remain unchanged.
5. Discounts or promotions are valid only once, unless otherwise agreed in writing.

Article 8 Intellectual Property

1. All intellectual property rights in the Platform, the Services, and the Content are exclusively owned by the Supplier or its licensors.
2. To the extent necessary for the hosting and provision of the Services, the Customer grants the Supplier a non-exclusive license to the Customer Content, limited to the term and scope of the Agreement.
3. The Customer retains all other rights to its Customer Content.

Article 9 Data Portability and Deletion

1. Within thirty (30) days of the termination of the Agreement, the Customer may request, free of charge, the export of Customer Content in a standard file format.
2. At the end of the period referred to in paragraph 1, the Supplier is entitled to permanently delete all Customer Content.

Article 10 Confidentiality and Privacy

1. The parties shall keep confidential information strictly confidential and shall use it solely for the purpose of performing the Agreement.
2. If the Supplier processes personal data on behalf of the Customer, the Parties shall enter into a data processing agreement in accordance with Article 28 of the GDPR.
3. The supplier implements appropriate technical and organizational security measures and, upon request, provides an independent assurance report (e.g., ISO 27001).

Article 11 Right of Audit

1. The customer may, at its own expense, have an independent certified auditor conduct a security or privacy audit no more than once per contract year.
2. The supplier may reject a proposed auditor and suggest a reasonable alternative.
3. Findings remain confidential; only deficiencies are reported.

Article 12 Liability and Indemnification

1. The Supplier shall not be liable for any indirect or consequential damages, including lost profits, loss of data, damage to reputation, or business interruption.
2. The Supplier’s total liability is limited to the amount paid out by its commercial liability insurance for the claim in question.
3. If the insurer does not pay out, the Supplier shall not be liable for that claim.
4. The Customer shall indemnify the Supplier against any claims by third parties arising from Customer Content or the use of the Platform in violation of these Terms and Conditions.

Article 13 Term and Termination

1. The Agreement shall remain in effect for the initial term specified in the Proposal, or, in the absence thereof, for twelve (12) months, and shall thereafter be automatically renewed for successive periods of twelve (12) months each.
2. Notice of termination at the end of the current term must be given in writing with a notice period of three (3) months.
3. Termination with immediate effect is permitted if the other party (a) files for bankruptcy or applies for a stay of payments, or (b) fails to remedy the breach substantially after being given notice of default with a thirty (30)-day grace period.
4. Confidentiality, intellectual property rights, limitations of liability, and choice of forum shall remain in effect after termination.

Article 14 Transfer

The Customer may assign rights or obligations only with the Supplier’s prior written consent. The Supplier may assign or pledge its claims for payment at any time.

Article 15 Governing Law, Disputes & Mediation

1. The Agreement is governed exclusively by Dutch law.
2. Disputes shall first be submitted to ICT mediation in accordance with the rules of the Foundation for the Resolution of Disputes in Automation (SGOA). If mediation does not result in a resolution within thirty (30) days, the District Court of Zeeland-West-Brabant, Breda location, shall have exclusive jurisdiction.

Section II Force Majeure

Article 16 Force Majeure

1. Neither Party shall be required to fulfill its obligations if it is prevented from doing so by force majeure (including telecommunications failures, cyberattacks, pandemics, power outages, government measures, and strikes).
2. If the force majeure lasts longer than sixty (60) days, either Party may terminate the Agreement in writing without being liable for damages.

Section III Provisions Specific to AI

Article 17 Transparency

The supplier shall document the operation and purpose of AI functionalities and shall provide at least thirty (30) days' notice of any significant changes to the model.

Article 18 Use of Data

The Supplier processes Customer content solely for the purpose of performing the Agreement and—after anonymization or aggregation—for improving AI models, unless the Customer objects in writing.

Article 19: Intellectual Property Rights and Licensing of AI Output

The customer is granted a non-transferable right of internal use regarding AI output; the supplier may reuse anonymized statistical patterns for general improvement.

Article 20 Bias, Review, and Liability

1. The customer acknowledges the probabilistic nature of AI output and performs a human review before making business-critical decisions.
2. The Customer shall immediately report any suspected bias or discrimination in writing; the Supplier shall investigate and, where necessary, take mitigating measures.
3. Under no circumstances shall the Supplier be liable for any damages arising from AI output, regardless of whether or not the Customer has reviewed such output; the limitation of liability set forth in Article 12 remains fully applicable.

Section IV Conclusion

Article 21 Amendments to the Terms and Conditions

The Supplier may amend these Terms and Conditions. Any amendments will take effect thirty (30) days after notification, unless the Customer provides written notice of termination within that period. Continued use shall constitute acceptance.

Article 22 Severability clause

If any provision is invalid, the remaining provisions shall remain in full force and effect; the Parties shall replace the invalid provision with a provision of similar intent.