Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Guardbase platform, software, services, and documentation (collectively, the “Service”) provided by Guardbase B.V. (“Guardbase”, “we”, “our”). By accessing or using the Service, or by signing an Order Form that references these Terms, you (“Customer”) agree to be bound by these Terms.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. These Terms are for business use only; the Service is not offered to consumers.

1. Definitions

• “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
• “Authorized User” means an employee or contractor of Customer who is authorized by Customer to use the Service.
• “Customer Data” means any data, content, or information submitted to, processed by, or generated through the Service on behalf of Customer, including logs of agent actions.
• “Documentation” means the user documentation made available by Guardbase for the Service.
• “DPA” means the Data Processing Agreement entered into between the parties, as referenced in Section 10.
• “Order Form” means an ordering document executed by the parties (or an online order submitted by Customer) that references these Terms and specifies the subscription, fees, and other commercial terms.
• “SaaS Deployment” means a deployment model in which Guardbase hosts the Service on infrastructure operated by Guardbase or its subprocessors.
• “Self-Hosted Deployment” means a deployment model in which Customer installs and operates the Service on infrastructure controlled by Customer.
• “Subscription Term” means the period specified in the Order Form during which Customer is entitled to access and use the Service.

2. The Service

2.1 Provision of Service

Subject to Customer's compliance with these Terms and payment of the applicable fees, Guardbase grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service solely for Customer's internal business purposes.

2.2 Deployment Models

The Service may be provided as a Self-Hosted Deployment or a SaaS Deployment, as specified in the Order Form. Certain provisions of these Terms apply only to one deployment model, as indicated.

2.3 Hosting Locations (SaaS Deployment Only)

For SaaS Deployments, Guardbase will host Customer Data in the European Union or the United States, as specified in the Order Form or otherwise agreed in writing.

2.4 No Uptime Commitment

Guardbase does not provide an uptime or service-level commitment under these Terms. Service-level commitments, if any, will be set out in a separate Service Level Agreement (SLA) agreed between the parties. For Self-Hosted Deployments, availability of the Service depends on Customer's own infrastructure and is the sole responsibility of Customer.

2.5 Beta Features

Guardbase may make features, functionalities, or modules available to Customer that are designated as “beta”, “preview”, “alpha”, “experimental”, or similar (“Beta Features”). Beta Features are provided “as is”, without warranty of any kind, are excluded from any support or service-level commitments, and may be modified, withdrawn, or discontinued at any time without notice. Guardbase's total liability relating to Beta Features is excluded to the fullest extent permitted by law.

3. Support

3.1 Standard Support

Guardbase provides standard support via a dedicated Slack or Microsoft Teams channel established with Customer. Guardbase will use reasonable efforts to respond to support requests within 48 business hours, though response times are not guaranteed.

3.2 Enhanced Support

Additional support terms, including response times, escalation procedures, and service levels, may be negotiated separately and set out in an Order Form or SLA.

4. Customer Obligations

4.1 Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to:

(a) use the Service in violation of applicable law or for any unlawful purpose;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service, except to the extent such activity is permitted by applicable mandatory law;
(c) copy, modify, or create derivative works of the Service;
(d) rent, lease, lend, sell, sublicense, or otherwise commercially exploit the Service to third parties;
(e) use the Service to build a competing product or service;
(f) attempt to gain unauthorized access to the Service or its related systems;
(g) interfere with or disrupt the integrity or performance of the Service; or
(h) remove, alter, or obscure any proprietary notices.

4.2 Authorized Users and Credentials

Customer is responsible for (i) ensuring its Authorized Users comply with these Terms, (ii) maintaining the security and confidentiality of access credentials, and (iii) all activities that occur under its account.

4.3 Employee Monitoring and Legal Requirements

The Service includes functionality that logs and analyses activities performed by Customer's developers, contractors, and other Authorized Users. Customer is solely responsible for ensuring that its deployment and use of the Service complies with all applicable laws and regulations regarding workplace monitoring, employee privacy, data protection, works council or employee representative consultation, and employee notification. Customer shall provide all notices, obtain all consents, and complete all consultations required under applicable law before deploying the Service to monitor Authorized Users.

4.4 Customer Environment

For Self-Hosted Deployments, Customer is responsible for the deployment, operation, security, availability, and maintenance of the infrastructure on which the Service is installed, including all underlying systems, networks, and backups.

5. Proof of Concept

5.1 PoC Terms

Where the parties agree to a proof of concept (“PoC”), Guardbase may make the Service available to Customer on a limited basis for evaluation purposes, as set out in a separate PoC agreement or Order Form. Unless otherwise agreed in writing:

(a) the PoC is provided “as is”, without warranty, SLA, or support commitment beyond reasonable response efforts;
(b) either party may terminate the PoC at any time on written notice;
(c) upon expiry or termination of the PoC, Customer shall cease use of the Service and Guardbase may delete PoC data;
(d) the limitations of liability in Section 14 apply, with Guardbase's total aggregate liability arising out of or related to the PoC limited to the amount actually paid by Customer for the PoC. Where no fees have been paid, Guardbase's aggregate liability is excluded in full, to the fullest extent permitted by law.

6. Fees and Payment

6.1 Fees

Customer shall pay the fees specified in the applicable Order Form. Fees typically comprise a base subscription fee plus a per-developer fee, as detailed in the Order Form.

6.2 Billing and Payment

Unless otherwise specified in the Order Form, fees are billed annually in advance. Guardbase will issue an invoice, payable within 30 days of the invoice date by bank transfer to the account designated by Guardbase.

6.3 Taxes

All fees are exclusive of VAT, sales tax, withholding tax, and other applicable taxes, duties, and levies, which shall be borne by Customer and added to invoices where applicable. Where Customer is established in an EU Member State other than the Netherlands and provides a valid VAT identification number, VAT will be reverse-charged in accordance with applicable EU rules. Where Customer is established outside the European Union, fees are typically invoiced without VAT, subject to applicable law.

6.4 Late Payment

Invoices not paid by the due date shall accrue interest at the statutory commercial interest rate under Article 6:119a of the Dutch Civil Code. Customer shall also reimburse Guardbase for reasonable costs of collection, including extrajudicial collection costs as referred to in Article 6:96 of the Dutch Civil Code.

6.5 No Refunds; No Mid-Term Cancellation

Except as expressly set out in these Terms, fees are non-refundable and subscriptions may not be cancelled mid-term for convenience.

6.6 Price Changes

For customers with a negotiated Order Form, fees will not be increased during the Subscription Term. Fees for renewal terms may be adjusted by Guardbase upon written notice to Customer at least 60 days before the renewal date.

7. Suspension

Guardbase may suspend Customer's access to the Service (in whole or in part) if:

(a) an invoice remains unpaid more than 30 days after its due date, provided Guardbase has notified Customer of the overdue amount;
(b) Customer's use of the Service poses a material security risk to the Service, to Guardbase, or to other customers;
(c) Customer is in material breach of Section 4 (Customer Obligations); or
(d) suspension is required by law or by a governmental or regulatory authority.

Guardbase will use reasonable efforts to give Customer prior notice of suspension where practicable. Suspension does not relieve Customer of its obligation to pay fees accrued before the date of suspension.

8. Term and Termination

8.1 Term

These Terms take effect when Customer first accesses the Service or signs an Order Form referencing these Terms, and continue for the Subscription Term specified in the Order Form. Unless otherwise stated in the Order Form, subscriptions automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

8.2 Termination for Cause

Either party may terminate these Terms and any Order Form for cause upon 30 days' prior written notice if the other party materially breaches these Terms and fails to cure the breach within the 30-day notice period. Either party may terminate immediately for cause if the other party becomes insolvent, files for bankruptcy, enters into suspension of payments (surseance van betaling), or ceases to do business.

8.3 Effect of Termination

Upon termination or expiration of these Terms:

(a) Customer's right to access and use the Service ends;
(b) Customer shall pay all fees accrued up to the effective date of termination;
(c) if Guardbase terminates for Customer's material breach, all unpaid fees for the remainder of the Subscription Term become immediately due;
(d) if Customer terminates for Guardbase's material breach, Guardbase shall refund any prepaid fees pro rata for the unused portion of the Subscription Term;
(e) for SaaS Deployments, Guardbase will retain Customer Data for 30 days after termination to allow export by Customer, after which it will be deleted, subject to any legal retention obligations.

8.4 Survival

Sections that by their nature should survive termination, including accrued payment obligations, Sections 9 (Confidentiality), 10 (Data Protection and Security), 11 (Intellectual Property), 12 (Warranties and Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), and 21 (Governing Law and Jurisdiction), shall survive.

9. Confidentiality

9.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked as confidential or would reasonably be understood to be confidential under the circumstances. Guardbase's Confidential Information includes the Service, Documentation, and non-public technical and commercial information. Customer's Confidential Information includes Customer Data.

9.2 Obligations

The Receiving Party shall (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) not disclose it to third parties except to its employees, contractors, advisors, and Affiliates who need to know and are bound by confidentiality obligations no less protective than those in these Terms.

9.3 Exceptions

Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without confidentiality obligations; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, court order, or a regulatory authority, provided the Receiving Party gives prompt notice where legally permitted.

10. Data Protection and Security

10.1 Data Processing Agreement

To the extent Guardbase processes personal data on behalf of Customer in connection with the Service, the parties shall enter into Guardbase's Data Processing Agreement (DPA), which forms an integral part of these Terms. In the event of a conflict between these Terms and the DPA regarding the processing of personal data, the DPA prevails.

10.2 Security

Guardbase maintains technical and organisational security measures designed to protect Customer Data against unauthorised access, loss, or alteration. Guardbase is pursuing SOC 2 Type II certification, targeting audit completion by the end of Q3 2026, and maintains security practices consistent with those controls. Further detail is available on Guardbase's trust page.

10.3 Use of Customer Data

Guardbase will not:

(a) use Customer Data to train machine learning or artificial intelligence models;
(b) sell Customer Data; or
(c) use Customer Data for any purpose other than providing and supporting the Service and as permitted under the DPA.

10.4 Log Retention

For SaaS Deployments, Guardbase retains log data generated by the Service for the duration of the Subscription Term plus 30 days following termination, unless otherwise agreed in writing or required by law. For Self-Hosted Deployments, log retention is controlled by Customer.

11. Intellectual Property

11.1 Guardbase IP

As between the parties, Guardbase and its licensors own all right, title, and interest in and to the Service, Documentation, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no licence or other right is granted to Customer, by implication or otherwise.

11.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Guardbase a limited, non-exclusive, royalty-free licence to use, process, transmit, and display Customer Data solely as necessary to provide the Service and perform Guardbase's obligations under these Terms.

11.3 Feedback

If Customer or any Authorized User provides Guardbase with suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”), Customer grants Guardbase a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and exploit such Feedback for any purpose, without obligation or attribution.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents and warrants that it has the authority to enter into these Terms and to perform its obligations hereunder.

12.2 Disclaimer

Except as expressly set out in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, Guardbase disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Guardbase does not warrant that the Service will prevent all security incidents, unauthorized agent actions, or other security-related outcomes. Customer remains responsible for its own security programme.

13. Indemnification

13.1 By Customer

Customer shall defend, indemnify, and hold harmless Guardbase and its Affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Customer's use of the Service in violation of these Terms or applicable law;
(b) Customer's failure to provide required notices or obtain required consents under Section 4.3 (Employee Monitoring);
(c) Customer Data, including any claim that Customer Data infringes or misappropriates a third party's intellectual property or privacy rights; or
(d) Customer's negligence or wilful misconduct.

13.2 Procedure

As a condition of indemnification, Guardbase shall (a) promptly notify Customer of the claim; (b) give Customer sole control of the defence and settlement, provided that any settlement requiring Guardbase to admit liability or perform any obligation shall require Guardbase's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at Customer's expense.

13.3 No Guardbase IP Indemnity

Guardbase does not provide an intellectual-property or other indemnity under these Terms. Any such indemnity, if required, must be separately negotiated and set out in the applicable Order Form.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, or business interruption, whether arising in contract, tort (including negligence), or otherwise, and whether or not advised of the possibility of such damages.

14.2 Cap

Each party's total aggregate liability arising out of or related to these Terms in any rolling twelve-month period shall not exceed the fees paid or payable by Customer to Guardbase under the applicable Order Form in that twelve-month period. The cap is not cumulative across twelve-month periods.

14.3 Exceptions

The limitations in Sections 14.1 and 14.2 do not apply to:

(a) Customer's payment obligations;
(b) Customer's indemnification obligations under Section 13;
(c) either party's breach of Section 9 (Confidentiality);
(d) infringement of the other party's intellectual-property rights; or
(e) liability that cannot be limited or excluded under applicable mandatory law, including liability for intent (opzet) or gross negligence (grove schuld) under Dutch law.

15. Export Control and Sanctions

Customer shall comply with all applicable export-control and economic-sanctions laws and regulations, including those of the European Union, the Netherlands, the United Kingdom, and the United States. Customer represents and warrants that (a) it is not located in, and will not use or access the Service from, any country or territory subject to comprehensive trade sanctions; (b) it is not listed on any applicable sanctions or denied-party list, nor owned or controlled by any such listed party; and (c) it will not export, re-export, or transfer the Service in violation of applicable law.

16. Publicity

Unless otherwise agreed in writing, Guardbase may identify Customer as a customer of Guardbase and use Customer's name and logo on its website, in sales and marketing materials, and in investor materials. Customer may revoke this permission at any time by written notice to Guardbase, in which case Guardbase shall remove such references within a reasonable period.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics or pandemics, strikes, governmental action, failures of the internet or third-party infrastructure, or large-scale cyberattacks. The affected party shall promptly notify the other and use reasonable efforts to resume performance.

18. Changes to these Terms

18.1 SaaS Customers

Guardbase may update these Terms from time to time by notifying Customer by email to the address associated with Customer's account. Updates take effect 30 days after notification. Continued use of the Service after the effective date constitutes acceptance. If Customer objects to the changes, Customer's sole remedy is to terminate at the end of the then-current Subscription Term without renewal.

18.2 Customers with a Signed Order Form

For customers with a signed Order Form referencing these Terms, updates to these Terms apply only at the start of the next renewal term. The version of these Terms in effect at the start of the then-current Subscription Term continues to apply throughout that term.

19. Assignment

Customer may not assign or transfer these Terms, in whole or in part, without Guardbase's prior written consent. Guardbase may assign these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any prohibited assignment is void.

20. Notices

Notices under these Terms shall be in writing and sent by email to:

• To Guardbase: support@guardbase.ai, with a copy (for formal legal notices) to Guardbase B.V., Friesestraatweg 225-59, 9743AE Groningen, The Netherlands.
• To Customer: the email address and/or postal address specified in the Order Form or associated with Customer's account.

Notices are deemed received on the business day after sending by email, or three business days after dispatch by courier or registered post.

21. Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The competent courts of Amsterdam, the Netherlands, have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms, subject to either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with the applicable Order Form, the DPA, and any SLA, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings, whether oral or written.

22.2 Order of Precedence

In case of conflict, the following order of precedence applies: (a) the Order Form; (b) the DPA (for matters relating to personal data); (c) any SLA; (d) these Terms.

22.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the parties' original intent.

22.4 No Waiver

Failure to enforce any provision is not a waiver of that provision or any other right.

22.5 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, agency, joint venture, or employment relationship.

22.6 No Third-Party Beneficiaries

These Terms do not confer rights on any person or entity other than the parties.

22.7 Counterparts and Electronic Signatures

Order Forms may be executed in counterparts and by electronic signature, each of which is an original and together of which constitute one agreement.

22.8 Language

These Terms are drafted in English. Any translation is provided for convenience only; the English version prevails.

End of Terms