General terms and the data processing agreement.

General Terms and Conditions Stipt B.V.

English translation for convenience. In the event of any conflicting meaning, the Dutch version prevails.

1. Definitions

1.1 In these Terms and Conditions:

• Customer: the legal entity or business that has entered into an Agreement with Stipt for the Services;
• Services: the Core Service and any Additional Services;
• Core Service: making the Software available via the cloud as configured for the Customer;
• Additional Services: onboarding and implementation, training, consultancy, custom work or other activities described in the offer or agreed in writing;
• Agreement: the entirety of the offer, these Terms and Conditions, the Data Processing Agreement and any written supplements;
• Software: the SaaS platform offered by Stipt under the name "Stipt", including the mobile and web applications and the AI functionality ("dot");
• AI functionality: components of the Software that generate, classify, summarize or answer content with the aid of artificial intelligence;
• Data Processing Agreement: the annex to these Terms and Conditions concerning the processing of personal data (Annex 1, with Schedules 1A to 1C);
• Stipt: Stipt B.V., with its registered office at Gedempte Oude Gracht 101 C, 2011GN Haarlem, Chamber of Commerce (KvK) 42115688, VAT ID NL869800383B01;
• Terms and Conditions: the most recent version of these general terms and conditions.

2. Applicability

2.1 These Terms and Conditions apply to all offers made by Stipt and to all agreements between Stipt and the Customer.

2.2 If these Terms and Conditions have been provided to the Customer in a language other than Dutch, the Dutch version prevails in the event of any difference in meaning.

2.3 In the event of a conflict between these Terms and Conditions and the offer or any other part of the Agreement, the offer or that other part prevails. The Data Processing Agreement prevails where the processing of personal data is concerned.

2.4 General terms and conditions of the Customer, including industry terms and conditions, do not apply and are expressly rejected.

2.5 Stipt supplies to businesses only. The Customer declares that it acts in the course of a profession or business and warrants that the person who signs for it or starts the subscription is authorized to do so. Users to whom the Customer grants administrator rights in the Software are authorized to add seats and extra modules, purchase credits and change other settings that entail costs on its behalf.

3. Offer and formation

3.1 Offers made by Stipt are without obligation, unless the offer states a period for acceptance; during that period Stipt cannot revoke the offer. The Agreement is formed upon acceptance of the offer by the Customer: in writing (signature, including digital signature, or confirmation by email), in the Software in accordance with article 3.3, or when Stipt commences performance.

3.2 Offers are based on the information provided by the Customer. The Customer warrants that this information is accurate and complete.

3.3 If the Customer starts a subscription in the Software, the overview that the Software shows before payment constitutes the offer. It sets out the seats and extra modules with their prices, the payment method, the start date, the term, the notice period, the renewal and the address for notice of termination. The Customer accepts that offer by agreeing in the Software to these Terms and Conditions and the Data Processing Agreement and completing the payment. Stipt then confirms the Agreement by email.

3.4 If the Customer already uses the Software before the subscription starts, for example to set up the workspace, these Terms and Conditions and the Data Processing Agreement also apply to that use. Setting up the workspace by the Customer itself is free of charge, except for the use of AI functionality, which is charged in credits (articles 5.5 to 5.8). Onboarding by Stipt staff, such as setting up the workspace, transferring data or training, is an Additional Service: the parties agree its content and price in writing in advance, and Stipt only starts after that agreement. As long as there is no subscription, either party may end the use at any time; article 7.5 then applies to the Customer's data, and whatever onboarding Stipt has already performed remains payable.

4. The Services

4.1 For the duration of the Agreement, Stipt grants the Customer a non-exclusive, non-transferable right to use the Software for the seats (users) and the modules set out in the offer and as subsequently adjusted in the Software (article 6.7).

4.2 The Customer may use the Services solely for its own business operations. Access is provided via personal accounts; accounts may not be shared. The Customer is responsible for keeping login credentials confidential and for all use that takes place via its accounts. The Customer is also responsible for the security of its accounts, including enabling available security settings such as two-step verification, and for damage resulting from misuse of its accounts. The Customer determines per user which rights that user has in the Software, such as what they can see and change, and is responsible for those settings.

4.3 The Customer is responsible for the equipment and internet access required to use the Software.

4.4 Stipt uses reasonable efforts to keep the Software available and functioning properly, but does not guarantee uninterrupted availability. Where reasonably possible, Stipt carries out scheduled maintenance outside office hours.

4.5 Stipt provides updates and improvements to the Software when it deems this necessary. Updates are free of charge. Stipt may change functionality, provided that the core functionality of the modules purchased is preserved.

4.6 Stipt provides support during office hours for the use of the Software.

4.7 Stipt is not responsible for the operation of integrations with third-party software or services used by the Customer, to the extent that the malfunction lies outside Stipt's sphere of influence. This also applies to third-party services with which the Customer connects the Software or for which the Customer holds its own account or contract, such as WhatsApp (Meta), Twilio (telephony) and email, accounting and payment providers: Stipt is not liable for their malfunctions, changes to their terms, or the restriction, blocking or termination of their service or of the Customer's account.

4.8 The Customer and its users do not use the Software in breach of the law or the Agreement, and do not use it to copy, modify, reverse-engineer, resell or make the Software available to third parties, to circumvent security or test it without permission, or to load the Software in a way that endangers the service to others. Stipt may (partly) suspend access to accounts or to the Services in the event of such a breach, in the event of a security risk or on the order of an authority, and will, where possible, notify the Customer in advance. In the event of a suspension due to a breach by the Customer, the fee remains due.

4.9 The Customer is responsible for the content, accuracy and lawfulness of the data that it and its users enter into the Software or send through the Software, including messages to end customers and compliance with statutory consent requirements and with the terms of messaging channels such as WhatsApp, and indemnifies Stipt against third-party claims arising from it, except in the event of intent or deliberate recklessness on the part of Stipt.

4.10 Stipt may engage third parties for the performance of the Agreement. Sub-processors are governed by the Data Processing Agreement.

4.11 Stipt is not responsible for the results of calculations performed by the Software, such as prices, VAT, commissions, payouts, schedules and travel times, nor for decisions or actions of the Customer based on those results. The Customer checks those results before using, sending or paying them. If the Customer makes the remuneration or payout of persons depend on results calculated by the Software, such as a level in a payout formula, it chooses and checks those settings itself and ensures human review and an opportunity to object where the law requires this. The Software does not provide tax, accounting or legal advice.

4.12 Stipt endeavors to remedy defects in the Software, but does not guarantee that it can, nor within what period. Messages about remedy and turnaround time are indicative and never an obligation of result or a strict deadline.

4.13 The Software is not a substitute for the Customer's statutory records. The Customer remains responsible for its own statutory retention and record-keeping obligations, including invoices and bookkeeping, and also keeps copies of important data and documents outside the Software, for example via the export functions.

4.14 Stipt may supply the same or similar services and software to third parties, including competitors of the Customer. There is no exclusivity or non-compete, unless the parties have expressly agreed so in writing.

4.15 The Telephony module works with the Customer's own account with Twilio. The Customer purchases phone numbers, calls and call minutes in its own name and for its own account directly from Twilio, also when it buys a number from within the Software. Stipt is not a provider of an electronic communications service or network and is not a party to the agreement between the Customer and Twilio. Stipt supplies the software with which the Customer uses its telephony and charges the fee for the module for it (article 6.1); Stipt charges the processing by the AI phone assistant in credits (article 5.5).

4.16 With the Self-billing module, the Customer issues invoices in the name and on behalf of its contractors (self-billing). The Customer makes the arrangements with each contractor that VAT legislation requires for this, including a prior agreement and a procedure by which the contractor accepts each invoice, and is responsible for the accuracy of the invoices and for payment. Stipt does not make payments on behalf of the Customer.

5. AI functionality

5.1 The Software includes AI functionality that can, among other things, classify and summarize messages, draft responses and, if enabled by the Customer, respond automatically to the Customer's end customers, such as via the WhatsApp assistant and the AI phone assistant, and carry out actions set up by the Customer, such as reviewing completed forms.

5.2 AI-generated output is a tool, not advice. Output may contain inaccuracies. The Customer decides which AI functionality is enabled and with which settings, and remains responsible for the communication with its end customers conducted with the aid of the Software. Stipt is not liable for damage resulting from AI output that the Customer uses or sends.

5.3 Where AI functionality communicates independently with the Customer's end customers (such as the WhatsApp assistant and the AI phone assistant), Stipt makes clear in that communication that the end customer is communicating with an AI assistant, in accordance with the EU AI Act.

5.4 Stipt does not use the content of customer data to train generic AI models. Processing by AI sub-processors is governed by the Data Processing Agreement.

5.5 AI functionality is paid for with credits. Each workspace receives a monthly bundle of credits, the size of which is shown in the Software and depends on the number of internal users; whatever is left at the end of the month lapses. The Customer can purchase additional credits at the price the Software shows at the time of purchase; purchased credits are valid for the period stated there.

5.6 How many credits an action costs depends on the AI model used and the extent of the processing, such as the length of texts and, for the AI phone assistant, the call duration and the number of spoken characters. The Customer can see the consumption per function in the Software. The consumption per function follows the costs of the underlying AI models; an adjustment applies only to processing thereafter. Stipt announces an increase in the consumption per function that does not result from higher costs of the AI models at least one month in advance.

5.7 If automatic top-up is switched on, Stipt purchases credits on behalf of the Customer as soon as the balance falls below the threshold shown in the Software, for the amount shown there, and charges this via the Customer's payment method. Automatic top-up is switched on by default; an administrator can switch it off in the Software and adjust the threshold and the amount.

5.8 Credits are not refunded, also not upon termination of the Agreement, and lapsed credits do not return.

5.9 AI functionality that analyzes the work of the Customer's employees or contractors, such as weekly reports, is a tool for the Customer's management. It is not intended to decide independently on employment conditions, remuneration, assessment, promotion or termination of the employment relationship or engagement of persons; the Customer takes such decisions itself.

6. Prices and payment

6.1 The fee for the Services is stated in the offer. It consists of an amount per seat per month, depending on the user's role (Admin, User or Mobile only), and an amount per month for each extra module that the Customer switches on. A seat is every user with an active account in the Customer's workspace, including a field technician or staff member of a partner company working for the Customer through the portal; an invited user counts as soon as they activate their account. An extra module is charged per Admin seat and per User seat for as long as the module is switched on for the Customer, also if the Customer hides the module for one or more users; no module fee is due for a Mobile only seat. AI functionality is charged in credits (articles 5.5 to 5.8). Amounts are exclusive of VAT.

6.2 When entering into the Agreement, the Customer chooses whether Stipt invoices the fee for seats and modules monthly or annually in advance, unless the offer provides otherwise. For annual payment in advance, the lower rate stated in the offer applies and Stipt invoices the amount for twelve months in advance. The choice does not change the term: also when paying monthly, the Customer owes the fee until the end of the term (article 7), for the seats and extra modules that apply under article 6.7. Stipt invoices Additional Services upon formation of the Agreement or upon completion.

6.3 The payment term is 14 days from the invoice date. If the Customer has registered a direct debit mandate or a payment card with Stipt's payment provider, Stipt may collect the amounts due with it on or after the invoice date, including for interim invoices (article 6.7) and automatically purchased credits (article 5.7). In the event of late payment, the Customer owes the statutory commercial interest without notice of default being required. In the event of non-payment, Stipt may suspend the Services after the Customer has been given a reminder and a reasonable period to perform.

6.4 Extrajudicial collection costs amount to 15% of the outstanding claim, with a minimum of EUR 250.

6.5 Stipt may adjust prices once per calendar year in line with the CBS Consumer Price Index, plus a surcharge, at Stipt's discretion, of no more than 10%. Price changes take effect as of the next renewal date and are announced at least three months in advance, so that the Customer can still terminate.

6.6 The Customer is not entitled to suspend or set off its payment obligations.

6.7 The number of seats and extra modules follows usage. An administrator of the Customer adds seats in the Software by inviting a user or changing a role, and switches on extra modules there; the Software shows the price when doing so. Such an addition is a supplement to the Agreement. For an added seat or a switched-on extra module, the Customer owes the rate from the offer, pro rata for the remaining days of the current billing period; Stipt may invoice this in the interim. A removed seat, a lowered role or a switched-off module counts until the end of the current billing period; after that, the fee for it lapses. Amounts already paid are not credited.

6.8 Costs of third-party services that the Customer purchases itself, such as phone numbers and call minutes from Twilio for the Telephony module, are not included in the fee. The Customer pays these directly to that third party.

7. Term and termination

7.1 The Agreement has the term set out in the offer. In the absence of any agreement to the contrary, the term is 12 months from technical delivery or, for a subscription that the Customer starts itself in the Software, from the start date of that subscription. This also applies when paying monthly.

7.2 Either party may terminate the Agreement in writing effective at the end of the current contract period, subject to a notice period of 2 months. The Customer terminates by email to the termination address stated in the Agreement or, for a subscription that it starts itself in the Software, to the termination address that Stipt states at stipt.ai/contact; a termination that is not made in that manner or not made on time is not valid. Termination during the term is not possible, except on the basis of article 7.3 or article 14.1, or by switching in accordance with article 7.8. Without notice of termination, the Agreement is tacitly renewed each time for 12 months, or for the period specified in the offer.

7.3 Either party may terminate the Agreement in writing with immediate effect if: a) the other party attributably fails to perform a material obligation and that failure has not been remedied within 14 days after written notice of default; b) the other party has been declared bankrupt, has applied for or been granted a suspension of payments, is dissolved or ceases its activities; c) a situation of force majeure persists for more than 30 days.

7.4 Upon termination, on any ground, all claims of Stipt against the Customer become immediately due and payable. Fees already paid are not refunded, except for fees for seats and modules paid in advance for the period after a termination by the Customer pursuant to article 7.3, and except as provided in article 7.7.

7.5 After the end of the Agreement, on any ground, the Customer can retrieve its data for at least 30 days (the retrieval period); after switching in accordance with article 7.8, the retrieval period starts when the transitional period ends. The Customer chooses whether Stipt returns the data by export or deletes it immediately. Exportable data comprises all data that the Customer and its users have entered into the Software or that has been received or created through the Software on its behalf, together with the related activity history, including contacts, records and their fields, messages and attachments, appointments, forms with photos and signatures, quotes, invoices and documents, and the configuration that the Customer has set up itself, such as fields, statuses and templates. Not exportable are Stipt's source code, prompts, internal models, configuration and security data, and data of other customers. The export takes place through the export functions in the Software and, for data without an export function of its own, as a full export delivered by Stipt on request in a common, machine-readable format (JSON/CSV with the associated files). After the retrieval period, or earlier if the Customer asks for immediate deletion, Stipt deletes the data in accordance with the Data Processing Agreement.

7.6 Articles 7:404, 7:407(2) and 7:408(1) of the Dutch Civil Code do not apply. The Customer can therefore not terminate the Agreement during the term, except on the basis of article 7.3 or article 14.1 or by switching in accordance with article 7.8, and remains liable for the fee until the end of the current contract period for the seats and extra modules that apply under article 6.7, even if it uses less of the Services or none at all, subject to article 7.7.

7.7 If the Agreement ends before the end of the current contract period through switching in accordance with article 7.8, or because Stipt terminates it on the basis of article 7.3 under a or b because the Customer is in attributable breach or insolvent, the Customer owes a fee for early termination. That fee equals the fee the Customer would have owed for the remainder of the current contract period, less the costs that Stipt saves as a result of the early termination. In doing so, Stipt takes as its basis the seats and extra modules at the time of the announcement of the switch or of the termination. Amounts the Customer has already paid in advance for that period are set off against this fee; Stipt refunds any surplus. In the event of termination by Stipt, this is without prejudice to its right to compensation for other damage.

7.8 The Customer may at any time, including during the term, request Stipt in writing to switch to another provider or to port its data to an on-premises environment, in accordance with the Data Act (Regulation (EU) 2023/2854). The following applies: a) the Customer gives notice of the switch with a notice period of 2 months; b) after that period a transitional period of 30 days follows. During that period the Agreement continues, Stipt provides reasonable assistance with the switch, maintains the Services with due care, informs the Customer of known risks to continuity and maintains a high level of security. If 30 days is technically unfeasible, Stipt notifies the Customer within 14 working days of the request, with a justification and an alternative transitional period of no more than 7 months. The Customer may extend the transitional period once; c) Stipt provides the information the Customer needs for its switch, including the available procedures, methods and formats for the export and their limitations; d) the Agreement ends once the switch has been completed and Stipt has confirmed this to the Customer or, if the Customer only wants its data deleted, at the end of the notice period; the retrieval period of article 7.5 applies thereafter; e) Stipt does not charge for the switch itself. The regular fee continues until the Agreement ends, and article 7.7 applies to the remainder of the current contract period.

8. Customer data

8.1 Any rights and claims to the data that the Customer, its users or its end customers enter into the Software remain with the Customer or the other rightholder. Stipt acquires no rights to that data and may only process it to the extent necessary for the performance of the Agreement.

8.2 Stipt ensures periodic backups of the Customer's data and takes appropriate technical and organizational security measures, including at least the measures in Schedule 1C of the Data Processing Agreement.

8.3 Stipt may collect and use aggregated and anonymized usage data about the use of the Software for the improvement and optimization of the Software. This data cannot be traced back to the Customer or to natural persons.

9. Confidentiality

9.1 The parties treat all information and materials that they receive from each other or to which they gain access in the context of the Agreement as confidential, and do not make these available to third parties without the prior written consent of the other party. This obligation does not apply to information that was already public or that becomes public through no fault of the receiving party.

9.2 Confidentiality does not prevent a party from disclosing information: a) to its employees, advisers (such as accountants and lawyers), sub-processors and other auxiliary persons, to the extent they need that information for the performance of the Agreement or for advice about it and are themselves bound by confidentiality; b) to the extent a statutory provision, a court decision or an order of a competent authority requires it to do so; it informs the other party in advance, to the extent permitted; c) to third parties with whom the Customer itself shares data, or has data shared, through the Software, such as linked partner companies, end customers and third-party services that the Customer connects.

9.3 This article remains in force after the end of the Agreement.

10. Personal data

10.1 To the extent that Stipt processes personal data on behalf of the Customer in the performance of the Agreement, Stipt is the processor and the Customer is the controller within the meaning of the GDPR. The Data Processing Agreement (Annex 1) applies to that processing and forms an integral part of the Agreement.

11. Liability

11.1 Stipt's total liability, on any ground whatsoever (including tort), for damage suffered by the Customer in connection with the Agreement is limited, per calendar year and for all events combined, to direct damage and to the amount paid by the Customer to Stipt under the Agreement in the 12 months preceding the first event causing damage in that calendar year (exclusive of VAT), with a maximum of EUR 100,000.

11.2 Stipt is not liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business interruption or loss of data to the extent that the Customer could reasonably have exported or backed up that data itself.

11.3 The limitations in this article do not apply to the extent that the damage results from intent or deliberate recklessness on the part of Stipt or its executives, and do not apply to the extent that liability cannot be limited under mandatory law.

11.4 Stipt indemnifies the Customer against third-party claims alleging that the Software infringes their intellectual property rights, up to a maximum of EUR 20,000 per claim, provided that the Customer informs Stipt without delay and leaves the handling of the claim to Stipt.

11.5 Any claim of the Customer against Stipt lapses 12 months after the Customer became aware, or could have become aware, of its existence, unless legal proceedings have been initiated within that period.

11.6 The Customer reports a failure by Stipt in writing and with a clear description within 30 days after it discovered or could have discovered it (article 6:89 of the Dutch Civil Code) or, if it reasonably could not do so within that period, as soon as possible thereafter. If it does not, its right to performance, repair and compensation for that failure lapses.

11.7 Stipt is only liable for a failure after the Customer has given Stipt written notice of default with as complete and detailed a description as possible, has set a reasonable period for remedy, and Stipt still remains in attributable breach after that period. This does not apply if performance is permanently impossible.

11.8 Direct damage means exclusively: a) the reasonable costs of determining the cause and extent of the damage, to the extent that the determination relates to direct damage; b) the reasonable costs of remedying Stipt's failure or of having the Service function again in accordance with the Agreement; c) the reasonable costs of preventing or limiting damage, to the extent that the Customer demonstrates that those costs have led to a limitation of direct damage.

11.9 The exclusions and limitations in this article and in article 12 also apply for the benefit of Stipt's directors, shareholders, employees, auxiliary persons and suppliers and of all others whom Stipt engages in the performance of the Agreement. This is an irrevocable third-party clause within the meaning of article 6:253 of the Dutch Civil Code. The Customer will not hold them personally liable, except in the event of intent or deliberate recklessness on the part of the person concerned and except to the extent mandatory law does not permit this.

12. Force majeure

12.1 Neither party is obliged to perform an obligation if it is prevented from doing so by force majeure within the meaning of article 6:75 of the Dutch Civil Code. Force majeure includes in any event: war, civil unrest, government measures, strikes, power or internet outages outside the sphere of influence of the party concerned, and non-attributable failures at suppliers.

12.2 A security incident or cyberattack by a third party, including a hack, ransomware, or theft or corruption of data, qualifies as force majeure, unless the Customer demonstrates that Stipt had not taken the measures in Schedule 1C of the Data Processing Agreement, or that those measures were manifestly inappropriate at that time in view of the state of the art and the known risks. Stipt's obligations under the GDPR and article 11.3 remain unaffected.

12.3 The party affected by force majeure notifies the other party in writing as soon as possible. Obligations are suspended for the duration of the force majeure. If the force majeure lasts longer than 30 days, either party may terminate the Agreement in writing with immediate effect, without any obligation to pay damages.

13. Intellectual property

13.1 All intellectual property rights in the Software, the Services and everything that Stipt makes available under the Agreement are vested in Stipt or its licensors. The Customer only acquires the right of use set out in article 4.1.

13.2 No transfer applies to the Customer's data: article 8.1 applies.

13.3 Stipt may freely use, without compensation, ideas, suggestions, feedback and requests of the Customer regarding the Software and incorporate them into the Software. All rights in adaptations, extensions and custom work that Stipt develops for or at the request of the Customer rest with Stipt, even if the Customer has paid for or contributed to it, unless the parties agree otherwise in writing. Stipt may also offer these to other customers; Stipt does not use the Customer's data and set-up for that purpose.

14. Other provisions

14.1 Stipt may amend these Terms and Conditions. Stipt announces material amendments at least one month in advance. If an amendment demonstrably and more than insignificantly worsens the Customer's position, the Customer may terminate the Agreement effective as of the date on which the amendment takes effect.

14.2 The Customer may not transfer the Agreement to a third party without the prior written consent of Stipt. Stipt may transfer the Agreement to a group company or in the context of a transfer of its business; Stipt informs the Customer thereof.

14.3 If any provision of these Terms and Conditions proves to be void or voidable, the remaining provisions remain in force. The parties replace the provision in question, in consultation, with a valid provision that approximates the purpose and intent as closely as possible.

14.4 "In writing" includes email.

14.5 Stipt's records, including logs and billing data, constitute full evidence between the parties of the use of the Services and of the amounts owed by the Customer, subject to proof to the contrary by the Customer.

14.6 Additions and amendments to the Agreement are only valid if the parties have agreed them in writing or if the Customer accepts them in the Software, such as when adding seats and extra modules (article 6.7). Oral promises, including by Stipt employees, do not bind Stipt.

14.7 A party's failure or delay in invoking or exercising a right or provision does not constitute a waiver of that right. A waiver is only valid if made expressly and in writing.

15. Applicable law and disputes

15.1 These Terms and Conditions and the Agreement are governed by Dutch law.

15.2 Disputes are submitted exclusively to the competent court of the District Court of Noord-Holland (Rechtbank Noord-Holland).

Annex 1: Data Processing Agreement, with Schedule 1A (The processing), Schedule 1B (Sub-processors) and Schedule 1C (Technical and organizational measures).