Last Updated: 1 July 2026

This Master Services Agreement (the "Agreement") applies to any customer purchasing access to the Service from [Name Organization] ("We", "Us", "Our") and any entity that has accepted this Agreement via an Order Form or subscription confirmation incorporating this Agreement by reference ("You", "Your").

Background

This Agreement is the framework under which We will provide You with access to the Service, as set out and agreed by the Parties from time to time in separate Order Forms and subscription selections.

It is agreed as follows:

1. Definitions

1.1 Certain capitalized terms used in this Agreement are defined below. Other capitalized terms are defined where they first appear.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
• "Authorized Users" means the individuals authorized by You to access and use the Service under Your account, within the user limits specified in the applicable Order Form.
• "Confidential Information" means any information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is marked as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.
• "Customer Data" means all data and information submitted, stored, or generated by or on behalf of You through the Service.
• "Disclosing Party" means the Party disclosing Confidential Information.
• "Documentation" means any user guides, technical specifications, and instructional materials made available by Us for the Service.
• "Fees" means the subscription fees and any other amounts payable by You under this Agreement.
• "Order Form" means the subscription selection, order, or sign-up process through which You subscribe to the Service, specifying the plan, billing cycle, and number of Authorized Users.
• "Receiving Party" means the Party receiving Confidential Information.
• "Service" means the SaaS platform made available by Us via the internet, as further described in the Documentation.
• "Term" has the meaning given in Section 14.1.

2. Access to the Service

2.1 Subject to Your compliance with this Agreement and payment of the Fees, We grant You a non-exclusive, non-transferable, limited right to access and use the Service for Your internal business purposes during the Term.

2.2 You may permit Your Authorized Users to use the Service, provided that You remain responsible for all acts and omissions of Your Authorized Users.

2.3 You shall not: (a) copy, modify, adapt, alter, translate, or create derivative works of the Service or Documentation; (b) decompile, disassemble, or reverse engineer the Service; (c) sublicense, lease, lend, or otherwise transfer access to the Service to any third party, except as expressly permitted herein; (d) use the Service in any manner that violates applicable law or regulation; (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service or the systems of other customers; or (f) attempt to gain unauthorized access to any portion of the Service or any related systems or networks.

2.4 We reserve the right to implement reasonable technical measures to prevent unauthorized use of the Service and to enforce the terms of this Agreement.

3. Fees and Payment

3.1 You shall pay the Fees in accordance with the billing cycle selected in the Order Form — either on an annual or quarterly basis, as specified on Our website for each respective plan.

3.2 Fees are invoiced at the beginning of each billing period and are due within 30 days of the invoice date, unless otherwise stated on the invoice.

3.3 All Fees are exclusive of applicable taxes, including VAT. Where applicable, VAT will be added to the invoice in accordance with the relevant tax regulations.

3.4 We may increase the Fees at the start of each new billing period, provided that We notify You in writing at least 30 days prior to the effective date of such increase. If You do not agree with the revised Fees, You may terminate this Agreement by providing written notice before the effective date of the increase.

3.5 If any invoice remains unpaid beyond its due date, We may: (a) charge interest on the outstanding amount at a rate of [the statutory commercial interest rate] per annum, accruing daily; and (b) suspend Your access to the Service after providing 15 days' written notice, until all outstanding amounts have been paid in full.

3.6 Collection costs incurred in connection with late payments shall be borne by You in accordance with applicable law.

4. Availability and Support

4.1 We will use commercially reasonable efforts to make the Service available 24/7, except for: (a) scheduled maintenance, of which We will provide at least 48 hours' advance notice, carried out outside regular business hours whenever reasonably practicable; or (b) downtime caused by circumstances beyond Our reasonable control, including force majeure as set out in Section 16.

4.2 We target a monthly uptime of at least 99.5%, measured across all customers, excluding scheduled maintenance windows.

4.3 We will provide reasonable technical support in accordance with Our support policy as published on the website or as agreed in a separate Order Form.

5. Customer Data

5.1 You retain all right, title, and interest in and to the Customer Data. Nothing in this Agreement transfers any ownership rights in the Customer Data to Us.

5.2 You are solely responsible for the accuracy, quality, and legality of the Customer Data and for the means by which You acquire the Customer Data.

5.3 We will not access or use Customer Data except as necessary to provide the Service, prevent or address service or technical problems, or as compelled by law, provided that where We are compelled by law, We will, unless legally prohibited, notify You in advance.

5.4 We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the Customer Data, as further described in the Data Processing Addendum (if applicable).

5.6 Upon termination or expiration of this Agreement, You may export Your Customer Data in a commonly used, machine-readable format during the 30-day period following the effective date of termination. After this period, We will delete the Customer Data from Our systems within 60 days, unless retention is required by applicable law.

6. Data Protection

6.1 Each Party will comply with its respective obligations under applicable data protection legislation, including the EU General Data Protection Regulation (GDPR).

7. Intellectual Property

7.1 We and Our licensors retain all right, title, and interest in and to the Service, the Documentation, and all intellectual property rights therein, including any modifications, improvements, or enhancements thereto.

7.2 Nothing in this Agreement grants You any intellectual property rights in the Service or Documentation other than the limited access rights expressly set out in Section 2.

7.3 Any feedback, suggestions, or ideas You provide regarding the Service may be used by Us without restriction or obligation to You.

8. Confidentiality

8.1 The Receiving Party will: (a) hold the Confidential Information of the Disclosing Party in confidence and take all reasonable measures to protect such Confidential Information; and (b) not disclose any Confidential Information of the Disclosing Party to any third party, except as necessary to perform its obligations under this Agreement or as required by law.

8.2 The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who need to know such information for the purposes of this Agreement, provided they are bound by confidentiality obligations no less protective than those set out herein.

8.3 The obligations of confidentiality under this Section 8 shall not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the Receiving Party before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8.4 Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party, except to the extent retention is required by applicable law.

9. Warranties

9.1 Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) there are no agreements or arrangements with third parties that would prevent it from fulfilling its obligations under this Agreement.

9.2 We warrant that the Service will perform substantially in accordance with the Documentation during the Term.

9.3 If the Service does not conform with the warranty in Section 9.2, We will, at Our option and expense, use commercially reasonable efforts to correct the non-conformity. This shall be Your sole and exclusive remedy for any breach of the warranty in Section 9.2.

9.4 You warrant that Your use of the Service will comply with all applicable laws and regulations.

10. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, CUSTOM, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE) ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability

11.1 Direct Damages. Neither Party's aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall exceed the total Fees paid by You in the 12 months preceding the event giving rise to the claim.

11.2 Exclusion of Indirect Damages. Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, or cost of procurement of substitute goods or services, regardless of whether such damages were foreseeable or whether such Party was advised of the possibility thereof.

11.3 Exceptions. The limitations set out in Sections 11.1 and 11.2 shall not apply to: (a) damages caused by a Party's gross negligence, willful misconduct, or fraud; (b) breaches of confidentiality under Section 8; (c) Your obligation to pay Fees; or (d) infringement of the other Party's intellectual property rights.

11.4 The limitations of liability in this Section 11 are a fundamental basis of the bargain between the Parties and reflect a fair allocation of risk.

12. Indemnification

12.1 Our Indemnity. We will defend and indemnify You against any third-party claim that the Service, as used by You in accordance with this Agreement, infringes or misappropriates any intellectual property right of a third party, provided that You: (a) promptly notify Us in writing of the claim; (b) grant Us sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at Our expense.

12.2 Your Indemnity. You will defend and indemnify Us against any third-party claim arising from: (a) Your breach of this Agreement; (b) Your use of the Service in violation of applicable law; or (c) the Customer Data, including any claim that the Customer Data infringes the intellectual property rights of a third party.

13. Suspension

13.1 We may suspend Your access to the Service if: (a) You fail to pay any undisputed Fees when due and such failure continues for 15 days after written notice; (b) We reasonably determine that Your use of the Service poses a security risk to the Service or to any other customer; or (c) We are required to suspend access to comply with applicable law or a binding order of a court or governmental authority.

13.2 We will lift the suspension as soon as the circumstances giving rise to it have been resolved, and We will notify You accordingly.

14. Term and Termination

14.1 This Agreement comes into force upon acceptance of the Order Form and continues for the subscription period selected therein ("Term"), which shall be either quarterly or annual, depending on the plan selected.

14.2 At the end of each Term, this Agreement will automatically renew for successive periods equal to the initial Term, unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current Term.

14.3 Either Party may terminate this Agreement with immediate effect by written notice if: (a) the other Party commits a material breach of this Agreement and fails to cure such breach within 30 days after receiving written notice specifying the breach; or (b) the other Party becomes insolvent, enters into liquidation, or ceases to carry on business.

14.4 We may terminate any Order Form and suspend access to the Service immediately upon notice if You breach Section 2.3.

14.5 Upon termination or expiration: (a) all rights granted to You under this Agreement will cease immediately; (b) You must cease all use of the Service; and (c) each Party will return or destroy the other Party's Confidential Information in accordance with Section 8.4.

15. Effect of Termination

15.1 Sections 1, 7, 8, 10, 11, 12, 15, 18, and 19 shall survive termination or expiration of this Agreement.

15.2 Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued prior to the effective date of termination.

16. Force Majeure

16.1 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond that Party's reasonable control, including but not limited to: natural disasters, acts of government, pandemics, failures of internet infrastructure, cyberattacks, or supply chain disruptions.

16.2 If a force majeure event continues for more than 90 consecutive days, either Party may terminate this Agreement upon written notice.

17. Modifications

17.1 We may modify this Agreement from time to time. We will notify You of any material changes at least 30 days before they become effective by posting the updated Agreement on Our website or by sending written notice.

17.2 Your continued use of the Service after the effective date of any modification constitutes Your acceptance of the modified Agreement. If You do not agree with the modifications, You may terminate this Agreement in accordance with Section 14.

17.3 We may update, modify, or enhance the functionality of the Service from time to time, provided that such changes do not materially diminish the core functionality of the Service during the then-current Term.

18. General Provisions

18.1 Notices. All notices under this Agreement must be in writing and delivered by email to the address specified by the respective Party.

18.2 Assignment. You may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. We may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Our assets, upon notice to You.

18.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

18.4 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that or any other right.

18.5 Entire Agreement. This Agreement, together with any Order Forms and applicable addenda, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.

18.6 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.

18.7 Order of Precedence. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail to the extent of the conflict.

19. Governing Law and Jurisdiction

19.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

19.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Tilburg, the Netherlands, unless mandatory law provides otherwise.

19.3 Before initiating any formal proceedings, the Parties shall attempt in good faith to resolve any dispute through negotiation or mediation.

20. Miscellaneous Definitions

20.1 For the purposes of this Agreement:

"Party" means either You or Us, individually; "Parties" means both You and Us collectively.

"Intellectual Property Rights" or "IPR" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered.

"Month" means a calendar month.

"Written or "in writing" includes communication by email.