Terms and Conditions for SurikaS

1.1Provider. Yaghma B.V. provides a software-as-a-service (SaaS) platform under the name "SurikaS" (the "Service") that helps organisations assess their obligations under Regulation (EU) 2024/1689, as amended from time to time (the "EU AI Act").

The Service includes the following capabilities, which we may modify, expand, or update from time to time in accordance with Section 11 (Changes to the Service and these Terms):

(a) enabling the Customer to create an account, including registering organisation and user information; (b) enabling the Customer to create projects for AI system(s), record information about their AI systems, and upload related project documentation; (c) a compliance assessment questionnaire to be completed by the Customer; (d) helping the Customer identify the classification of its AI system(s) under the EU AI Act, including whether a system is a prohibited practice, high-risk, subject to transparency obligations, a general-purpose AI model; or falls outside the scope of the EU AI Act; (e) generating notices summarising the Customer's likely role(s) and the obligations associated with the identified classification and AI system characteristics; (f) enabling the Customer to upload, store, and organise supporting evidence of compliance; (g) generating compliance self-assessment reports based on the Customer's answers and uploaded evidence; and (h) enabling the Customer to share its compliance self-assessment reports with third parties of its choosing, such as auditors, investors, clients, or regulators.

1.2Business use only. The Service is made available only to businesses and organisations acting in a professional, business, trade, or commercial capacity. The Service is not intended for, and may not be used by, consumers acting for purposes outside their trade, business, craft, or profession.

1.3Orders and Subscription Plans. The commercial details applicable to the Customer’s subscription, including the subscription plan, modules, subscription period, user limits, Fees, and any agreed additional terms, may be set out in an Order. Each Order forms part of these Terms. In the event of a conflict between an Order and these Terms, the Order shall prevail solely with respect to the subject matter of that Order, unless expressly stated otherwise.

2.1Designation. The Customer may designate and provide access to the Service to its employees, agents, or contractors authorized to act on the Customer's behalf (each an "Authorised User"). The Customer is responsible for all use and misuse of the Service by its Authorised Users, and for their adherence to these Terms as if each Authorised User were a party to these Terms. References to "Customer" in these Terms apply equally to its Authorised Users where the context requires.

2.2Notification. The Customer shall promptly notify us of any unauthorised access to, or use of, the Service of which it becomes aware.

2.3No account sharing. Authorised Users may not share their individual accounts or login credentials with any other person, whether or not that person is also an Authorised User.

2.4Confidentiality flow-down. The Customer shall ensure that each Authorised User is bound by confidentiality obligations no less protective of our Confidential Information than those set out in Section 12 (Confidentiality) before granting that Authorised User access to the Service.

3.1Fees. The Customer shall pay the fees set out in the applicable order or subscription plan ("Fees"). Unless otherwise agreed, Fees are due in full at the start of each subscription period. Except as expressly provided in these Terms or an applicable Order, subscription commitments are non-cancellable during the applicable subscription period and Fees paid are non-refundable.

3.2Payment terms. Fees are payable within 30 days of the invoice date, unless otherwise agreed in writing. The Customer is responsible for keeping its billing and contact information accurate and up to date.

3.3Late payment. If an undisputed amount remains unpaid after its due date, we may provide the Customer with written notice requiring payment. If payment remains outstanding for 15 days after such notice, we may suspend access to the Service until payment is received. We may also charge any statutory commercial interest and reasonable recovery costs available under applicable law.

3.4Price changes. We may change our Fees for any renewal period by giving the Customer at least 30 days' written notice before the renewal date. If the Customer does not agree to the new Fees, it may decline to renew in accordance with Section 10.1.

3.5Taxes. Fees are exclusive of any applicable value-added tax (VAT) or other taxes, which the Customer shall pay in addition to the Fees, except for taxes based on our net income.

3.6Invoice disputes. If the Customer reasonably believes an invoice is incorrect, it must notify us in writing within 30 days of the invoice date, identifying the disputed amount and the reasons for the dispute. The parties shall work in good faith to resolve the dispute. Amounts not disputed in good faith remain payable when due.

4.1Not legal advice. The Service is an automated, preliminary self-assessment tool that assists the Customer in assessing its compliance obligations for which the Customer remains solely responsible. The Service is not, and does not constitute, legal advice, a legal opinion, a certification, an approval, or a guarantee of compliance with the EU AI Act or any other law.

4.2Reliance on Customer answers. The Service relies exclusively on the answers and supporting information submitted by the Customer, or by persons acting on the Customer's behalf. We do not independently verify this information and do not determine whether all relevant facts, roles, exceptions, or legal obligations have been identified. The accuracy, completeness, and reliability of any classification, notice, or report generated by the Service depend entirely on the completeness and correctness of the information the Customer provides.

4.3Customer responsibility. The Customer remains solely responsible for: (a) verifying any classification or obligation identified by the Service; (b) meeting all applicable obligations under the EU AI Act and other applicable EU and national law; (c) making any required registrations, notifications, or filings; and (d) seeking independent legal or other professional advice where appropriate before making material compliance, regulatory, or deployment decisions concerning its AI systems.

4.4Scope limitations. The Service does not cover the full scope of every provision of the EU AI Act. In particular,

(a) for high-risk AI systems, the Service identifies the applicable classification and summarises the associated obligations, but does not perform a full conformity assessment, technical testing, or verify actual compliance with those obligations; (b) for general-purpose AI models, the Service provides a preliminary classification only and does not offer a full assessment of the detailed obligations; (c) for any classification, obligation, or exception identified by the Service, the Service indicates their scope, and what documentation or evidence may be relevant. The Service does not itself determine whether the Customer’s AI system satisfies requirements or exception conditions, which remains the Customer’s own assessment to make and demonstrate; (d) the Service assesses obligations under the EU AI Act only, and does not assess compliance with other applicable EU or national law, including data protection law, sector-specific regulation, or product safety law; (e) the EU AI Act and related guidance continue to evolve. While we aim to update the Service to reflect regulatory developments, there may be a delay between a legal change taking effect and the Service being updated to reflect it.

We will update the Service from time to time to reflect regulatory developments, but do not guarantee that the Service reflects the most current state of the law at any given time.

4.5No regulatory endorsement or certification. Any classification, notice, assessment result, or report generated through the Service is a self-assessment output based on information provided or confirmed by the Customer. It does not constitute certification, conformity assessment, regulatory approval, legal opinion, or endorsement by YAGHMA, a notified body, market-surveillance authority, or other regulator.

4.6Third-party reliance. The Customer may share Generated Outputs as permitted under these Terms, but such sharing does not create a contractual relationship between YAGHMA and the recipient and does not make YAGHMA responsible for decisions made by any third party in reliance on those outputs.

5.1Customer Content. In the course of using the Service, the Customer may submit information about its AI systems, questionnaire answers, and supporting evidence of compliance, which may include documents, screenshots, technical specifications, policies, and other records (collectively, "Customer Content"). Compliance reports, notices, and other outputs generated by the Service based on the Customer’s answers and Customer Content are referred to as "Generated Outputs" and are further addressed in Section 6.4.

5.2Ownership. As between us and the Customer, the Customer retains all right, title, and interest in and to its Customer Content. We do not claim ownership of any Customer Content submitted through the Service.

5.3Licence to us. The Customer grants us a limited, non-exclusive licence to host, copy, transmit, process, display, and otherwise use Customer Content solely as necessary to provide, operate, secure, maintain, and support the Service for the Customer, fulfil the Customer’s requests, and comply with applicable law. We will not use Customer Content to train or fine-tune our own or any third party’ artificial intelligence or machine-learning models. Our use of aggregated or anonymised data is governed separately by Section 6.6.

5.4No independent verification. We do not independently verify the authenticity, accuracy, completeness, or sufficiency of any Customer Content submitted as evidence. It remains the Customer's sole responsibility to ensure that Customer Content is accurate, complete, and genuinely supports the compliance position it is submitted to demonstrate.

5.5Personal data. Where Customer Content includes personal data, we process such personal data as a processor on behalf of the Customer in accordance with our Data Processing Agreement, which forms part of these Terms. The Customer is responsible for ensuring that any personal data it includes in Customer Content is processed lawfully, including having a valid legal basis and providing any required information to the individuals concerned. Our processing of personal data as a controller, such as account and user information, is described in our Privacy Policy.

5.6Retention. We will retain Customer Content and Generated Outputs for the duration of the Customer's subscription and for 90 days after it ends (the "Retrieval Period"). During the Retrieval Period, the Customer may request access or export its Customer Content and Generated Outputs. After the Retrieval Period, we will delete Customer Content and Generated Outputs from our active systems, except where applicable law requires longer retention. Residual copies may remain in encrypted backups and will be deleted or overwritten in accordance with our backup retention policy. Where applicable law requires longer retention, we will retain only the information required, only for as long as required and solely for that purpose.

5.7Documentation keeping under the EU AI Act. The Service enables the Customer to upload, store, and organise documentation relating to its AI systems, which may include documentation the Customer is required to keep under the EU AI Act. The Service is not a records-retention or archiving service. The Customer remains solely responsible for keeping such documentation for the periods required by the AI Act and for making it available to national competent authorities. We retain Customer Content only as set out in Section 5.6, and the Customer must export any documentation it needs to retain before the end of the Retrieval Period. We are not responsible for any failure by the Customer to meet its documentation obligations, including where Customer Content has been deleted in accordance with these Terms.

5.8Security. We maintain appropriate technical and organisational measures designed to protect Customer Content and Generated Outputs against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Further information regarding applicable security measures may be provided in our Data Processing Agreement, Security Addendum, or other security documentation made available by us from time to time. Personal-data breaches will be handled in accordance with the Data Processing Agreement and applicable law.

5.9Sub-processors. We may engage third-party service providers, including providers of hosting and cloud infrastructure, AI services, monitoring or analytics services, email delivery services, and payment processing services, to process Customer Content and Generated Outputs on our behalf in connection with the Service. Such processing will be subject to appropriate contractual safeguards and the Data Processing Agreement. Information regarding our current sub-processors will be made available to the Customer on request.

5.10Customer responsibilities for Customer Content. The Customer represents and warrants that it has all rights, permissions, notices, consents, and other lawful bases necessary to submit Customer Content to the Service and to permit its processing in accordance with these Terms and the Data Processing Agreement. The Customer shall not knowingly submit Customer Content that is unlawful or infringes the intellectual-property, confidentiality, privacy, or other rights of a third party.

6.1Our Materials. As between us and the Customer, we own all right, title, and interest in and to the Service, including the underlying software, questionnaire structure and content, classification logic, notice templates, report templates, design, and all associated documentation (collectively, "Our Materials"), together with all intellectual property rights therein. Nothing in these Terms transfers any ownership of Our Materials to the Customer.

6.2Licence to the Customer. Subject to the Customer's compliance with these Terms and payment of applicable Fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service, including Our Materials, during the term of the agreement, solely for the Customer's internal business purposes.

6.3Prohibited Uses. The Customer shall not, and shall not permit any Authorized User or third party to: (a) use the Service in violation of applicable law or regulation; (b) gain or attempt to gain unauthorised access to the Service, another account, or systems or networks connected to the Service; (c) interfere with, disrupt, disable, or impair the operation, security, or integrity of the Service; (d) introduce malware, malicious code, or other harmful material into the Service; (e) use robots, spiders, scraping, data-extraction, or other automated means to extract information from the Service except through functionality or interfaces expressly authorised by us; (f) reverse engineer, decompile, disassemble, or attempt to discover the source code, underlying assessment logic, or non-public structure of the Service except to the extent expressly permitted by mandatory law; (g) copy, modify, translate, adapt, or create derivative works of Our Materials except as expressly permitted under these Terms; (h) resell, sublicense, rent, lease, time-share, provide as a service bureau, or otherwise make the Service available for the benefit of a third party except as expressly permitted by us; (i) use the Service or Our Materials to develop, train, benchmark, or support a product or service that substantially competes with SurikaS; (j) submit Customer Content that the Customer does not have the right to submit or process; (k) remove or alter proprietary notices contained in the Service or Our Materials; (l) represent any Generated Output as legal advice, certification, conformity assessment, regulatory approval, or a guarantee of compliance; or (m) assist or permit any other person to do any of the foregoing.

6.4Generated Reports and Notices. Compliance reports, notices, and other outputs generated by the Service based on the Customer's own answers and Customer Content ("Generated Outputs") are made available to the Customer for the Customer's own internal use, recordkeeping, and disclosure to its own advisers, auditors, customers, investors, or regulators, as the Customer sees fit. As between us and the Customer, the Customer may use and share Generated Outputs freely for these purposes. However, the underlying elements of Our Materials embedded within or reflected by such outputs remain our property, and the Customer's rights to a Generated Output do not extend to reproducing Our Materials outside the context of that specific output. Generated Outputs must not be presented as certification, regulatory approval, a legal opinion, or a guarantee of compliance. The Customer must not modify or present a Generated Output in a manner that materially misrepresents its findings, scope, source, or the role of SurikaS.

6.5Feedback. If the Customer provides us with any suggestions, ideas, or feedback regarding the Service, we may use such feedback without restriction or obligation to the Customer.

6.6Aggregated and Anonymised Data. We may create and use aggregated, anonymised, or statistical data derived from Customer Content and use of the Service, provided that such data does not identify the Customer or any individual, to improve the Service, for research, or for benchmarking and industry-trend purposes.

7.1Description. The Service includes certain features that use artificial intelligence or machine learning technology ("AI Features") to assist the Customer, including: (a) extracting information, such as an AI system's characteristics and intended purpose, from documents uploaded by the Customer; and (b) generating project summaries and deriving suggested answers to certain questionnaire questions, for example whether an AI system is interactive, based on information provided by the Customer. AI Features do not independently determine the Customer’s legal classification or compliance obligations. Classification results are generated through the assessment logic implemented within the Service based on information reviewed or confirmed by the Customer.

7.2Review required. Any information extracted or suggested by an AI Feature is provided as a drafting aid only. The Customer must review, verify, and where necessary correct any information extracted or suggested by an AI Feature before relying on it or accepting it as an answer within the questionnaire. We do not warrant that any output of an AI Feature is accurate, complete, or fit for purpose.

7.3Customer responsibility for accepted inputs. Once the Customer accepts, confirms, or does not correct information extracted or suggested by an AI Feature, that information is treated as the Customer's own answer for all purposes under these Terms, including Section 4 (Nature and Limitations of the Service).

7.4Third-party AI providers. We may use third-party AI service providers to deliver the AI Features. Information submitted to an AI Feature, including uploaded documents, may be processed by such third-party providers in accordance with our Data Processing Agreement and Privacy Policy and Section 5.9 (Sub-processors) of these Terms.

7.5Sensitive data. The Customer must not submit special categories of personal data or other highly sensitive information to an AI Feature unless such processing is expressly supported by the Service, strictly necessary for the Customer’s use of that feature, and lawful under applicable data-protection law.

7.6Transparency. Certain outputs generated or suggested by AI Features are identified as such in the user interface. The Customer must review all information in the Service, including AI-generated or AI-suggested content, before relying on it.

7.7Data handling by AI Features. Information submitted to an AI Feature is processed only to the extent necessary to provide that functionality and is subject to the retention periods, processing conditions, and safeguards described in the applicable Data Processing Agreement and sub-processor information.

7.8No model training. We do not use Customer Content submitted to an AI Feature to train or fine-tune our own or any third party's artificial intelligence or machine learning models, and do not permit our AI providers to do so.

7.9AI Output Disclaimer. Without limiting Section 4 (Nature and Limitations of the Service), outputs generated by an AI Feature are generated based on the information the Customer submits and are intended only to assist the Customer in using the Service. AI Feature outputs do not constitute legal or compliance advice, and do not determine the Customer's classification or obligations under the EU AI Act. As set out in Section 7.2, the Customer is responsible for reviewing and validating all AI Feature outputs before relying on them.

8.1Authority. Each party represents that it has the legal power and authority to enter into these Terms.

8.2Limited Service Warranty. During a paid subscription period, we warrant that the Service will perform materially in accordance with the applicable documentation when used in accordance with these Terms. If the Customer believes this warranty has been breached, it must notify us with reasonable details of the alleged non-conformity. We will use commercially reasonable efforts to correct the non-conformity. If we are unable to do so within a reasonable period, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees attributable to the unused portion of that subscription period.

8.3No warranty of compliance. Except for the express warranty set out in Section 8.2, and to the fullest extent permitted by applicable law, we make no other warranty, express or implied, regarding the Service. In particular, we do not warrant that any classification, notice, report, or other output generated by the Service is accurate, complete, or sufficient to ensure the Customer’s compliance with the EU AI Act or any other law. Section 4 (Nature and Limitations of the Service) forms an integral part of this limitation.

8.4Exclusion of indirect losses. To the fullest extent permitted by applicable law, we shall not be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or in connection with the Service or these Terms, whether in contract, tort, including negligence, or otherwise, even if we have been advised of the possibility of such damages.

8.5Cap on liability. To the fullest extent permitted by applicable law, our total aggregate liability to the Customer arising out of or in connection with the Service or these Terms, whether in contract, tort, including negligence, or otherwise, shall not exceed the total Fees paid or payable by the Customer under the applicable subscription during the 12 months immediately preceding the event giving rise to the claim.

8.6Carve-outs. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any other liability that cannot be limited or excluded under applicable law. The foregoing limitations shall not limit the Customer’s payment obligations or either party’s obligations under Sections 8.7 and 8.8.

8.7Indemnification by YAGHMA. We will defend the Customer against a third-party claim alleging that the Customer’s authorised use of the Service infringes that third party’s intellectual-property rights and will indemnify the Customer against damages finally awarded or amounts agreed in an approved settlement arising from such claim. This obligation does not apply to claims arising from Customer Content, modification of the Service by anyone other than us, use of the Service contrary to these Terms or applicable documentation, or combination of the Service with products or services not supplied or authorised by us where the infringement would not otherwise have occurred.

8.8Indemnification by Customer. The Customer will defend and indemnify YAGHMA against third-party claims arising from Customer Content, the Customer’s unlawful use of the Service, or a material violation of Section 6.3, to the extent such claim results from the Customer’s acts or omissions.

8.9Indemnification procedure. An indemnification obligation under this Section is subject to the indemnified party promptly notifying the indemnifying party of the claim, providing reasonable cooperation at the indemnifying party’s expense, and allowing the indemnifying party to control the defence and settlement, provided that no settlement imposing liability, admission, or non-monetary obligation on the indemnified party may be entered into without its prior written consent, not to be unreasonably withheld.

9.1Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Netherlands.

9.2Jurisdiction. The competent courts of The Hague, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter, save that we may bring proceedings against the Customer in the courts of the Customer's place of establishment for the purposes of enforcing payment obligations.

10.1Term. These Terms take effect on the date the Customer first accesses the Service and continue for the subscription period selected by the Customer, renewing automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the then-current period.

10.2Suspension. We may suspend the Customer’s or an Authorized User’s access to all or part of the Service where reasonably necessary because: (a) Fees remain overdue in accordance with Section 3.3; (b) we reasonably suspect unauthorised access, a security incident, or a material violation of Section 6.3; (c) the Customer’s use creates a material risk to the security, integrity, availability, or lawful operation of the Service or to another customer; or (d) suspension is required by applicable law or a competent authority. Where reasonably practicable and legally permitted, we will notify the Customer of the suspension and its reason and will restore access once the circumstances giving rise to the suspension have been resolved.

10.3Termination for cause. Either party may terminate these Terms with immediate effect by written notice if the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of being notified in writing, or becomes insolvent or subject to similar proceedings. A material violation of Section 6.3 (Prohibited Uses) may, where the nature of the breach reasonably requires immediate action, result in immediate termination. Persistent non-payment may constitute a material breach.

10.4Effect of termination. On termination or expiry of these Terms for any reason: (a) the Customer’s right to access and use the Service ends immediately; (b) for a period of 90 days following termination or expiry, the Customer may request access to or export of Customer Content that remains in our possession, including previously generated compliance reports, after which we may delete or anonymise such Customer Content in accordance with Section 5.6; and (c) any provisions of these Terms which by their nature are intended to survive termination or expiry, including relevant provisions of Sections 4, 5, 6, 8, 9, 12 and 15, shall continue in force.

10.5Refunds following termination. Except where the Customer terminates these Terms because of our uncured material breach under Section 10.3, Fees paid are non-refundable. If the Customer terminates because of our uncured material breach, we will refund any prepaid Fees attributable to the unused portion of the affected subscription period.

11.1Changes to the Service. We may update, modify, or change the Service from time to time, including to reflect regulatory developments affecting the EU AI Act, provided that we will not materially reduce the core functionality of the Service during a paid subscription term without providing reasonable notice.

11.2Changes to these Terms. We may update these Terms from time to time. Non-material changes, changes that are beneficial to the Customer, and changes reasonably required to comply with applicable law, regulation, security requirements, or regulatory developments may take effect during a current subscription period upon reasonable notice. Other material changes that adversely affect the Customer’s rights will normally take effect from the Customer’s next renewal period. We will provide reasonable advance notice of material changes. If we make a materially adverse change during a current paid subscription period that is not required by law, regulation, or security considerations, the Customer may terminate the affected subscription by notifying us within 30 days after receiving notice of the change, in which case we will refund any prepaid Fees attributable to the unused portion of that subscription period.

12.1Confidential Information. Each party may have access to confidential or proprietary information of the other party in connection with these Terms ("Confidential Information"). Confidential Information includes, in the case of the Customer, all Customer Content, and in the case of us, Our Materials and any non-public information about the Service.

12.2Obligations. The receiving party shall protect the disclosing party’s Confidential Information using at least reasonable care and shall use it only as necessary to exercise its rights or perform its obligations under these Terms. The receiving party may disclose Confidential Information to its employees, professional advisers, contractors, and service providers who have a legitimate need to know it and who are subject to confidentiality obligations no less protective than those set out here.

12.3Exclusions. This Section does not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

12.4Required disclosure. A receiving party may disclose Confidential Information to the extent required by law, regulation, court order, or competent authority, provided that, where legally permitted, it gives the disclosing party reasonable prior notice and reasonably cooperates, at the disclosing party’s expense, in seeking confidential treatment or limiting the disclosure.

13.1Permitted use. We may identify the Customer as a user of the Service and use the Customer’s name and logo in public marketing materials only with the Customer’s prior written consent.

13.2Brand guidelines. Any use of the Customer's name or logo under this Section shall comply with any brand or trademark usage guidelines the Customer provides to us. Nothing in this Section grants us any ownership rights in the Customer's name, logo, or trademarks.

13.3Withdrawal. The Customer may withdraw its consent under this Section at any time by written notice to us, upon which we will remove the Customer's name and logo from our public marketing materials within a reasonable time.

13.4No disparagement. Nothing in this Section requires either party to make any public statement, and neither party may use the other's name, logo, or trademarks in a manner that is false, misleading, or disparaging.

14.1Support services. We will provide reasonable technical support to help the Customer use the Service, including assistance with account access, use of the questionnaire and evidence-upload features, and technical issues affecting the Service's availability or functionality.

14.2Scope of support. Support under this Section is limited to the technical operation of the Service. It does not include, and we are not obligated to provide, legal advice, interpretation of the EU AI Act or other law, or guidance on how the Customer should classify or manage compliance for its specific AI systems. Any such matters remain the Customer's responsibility, and the Customer should seek independent legal or other professional advice where appropriate, in accordance with Section 4.

14.3How to request support. The Customer may request support by email to info@yaghma.nl. We will use reasonable efforts to provide an initial response within one business day, during our support hours. This is a target and not a guaranteed service level unless otherwise agreed in a separate Service Level Agreement.

14.4Support hours. Support is available Monday to Friday, 9:00 to 17:00 Central European local time (CET/CEST), excluding Dutch public holidays.

14.5Availability. We will use commercially reasonable efforts to make the Service available, but do not guarantee that the Service will be uninterrupted, error-free, or available at all times. We may suspend access to the Service for scheduled maintenance, with reasonable advance notice where practicable, or for emergency maintenance without notice.

15.1Force majeure. Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, except that this Section does not excuse the Customer’s obligation to pay Fees that became due before or during such event.

15.2Assignment. The Customer may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

15.3Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent.

15.4Entire agreement and order of precedence. These Terms, together with each applicable Order, the Data Processing Agreement, and any other document expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede prior agreements, proposals, representations, and understandings concerning the same subject matter. In the event of a conflict: (a) the Data Processing Agreement shall prevail with respect to the processing of personal data; (b) an Order shall prevail over these Terms solely with respect to the specific commercial or service terms addressed in that Order; and (c) these Terms shall prevail over other documentation unless expressly stated otherwise. Terms contained in a Customer purchase order, procurement portal, vendor-registration form, or similar Customer document shall not amend these Terms unless expressly accepted in writing by YAGHMA.

15.5Notices. Notices under these Terms shall be given in writing. Notices to us must be sent to Yaghma B.V., Mercuriusweg 20, 2624 BC, Delft, the Netherlands, or by email to info@yaghma.nl. Notices to the Customer will be sent to the address or email address associated with the Customer's account. Each party may update its notice details by giving notice to the other party in accordance with this Section. A notice is deemed received on the next business day if sent by email, or on confirmed delivery if sent by post. Business day means a day other than a Saturday, Sunday or public holiday in the Netherlands.

15.6Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between them.

15.7No third-party beneficiaries. Except where expressly stated otherwise, these Terms do not confer any rights or remedies on any person other than the Customer and YAGHMA.

15.8Waiver. A failure or delay by either party to exercise a right or remedy under these Terms does not constitute a waiver of that right or remedy.

15.9Electronic acceptance. These Terms may be accepted electronically, including by accepting them through the Service, executing an Order electronically, or otherwise indicating acceptance through an authorised electronic process. Electronic acceptance has the same effect as a written signature to the extent permitted by applicable law.