V2.0 TriFact365 General Terms and Conditions

Effective Date: 1 August 2026

These General Terms and Conditions apply to all offers made by TriFact365 B.V. (hereinafter: "TriFact365") and to all agreements resulting from such offers with the other party (hereinafter: "Customer"), with respect to the use of the Service.

The Subscription purchased by the Customer determines which Service is provided under the Agreement.

1. Definitions

Terms capitalised in these General Terms and Conditions have the meanings set forth below. Defined terms have the same meaning in both the singular and plural forms.

1.1 Subscription

The Customer’s paid right to access and use the Service in exchange for periodic payment.

1.2 Account

The designated environment within the Software assigned to the Customer for the use of the Service.

1.3 Account Owner

The Application User with the highest privileges within the Account, designated by the Customer as the primary point of contact.

1.4 Derived Data

Technical patterns—such as recognition patterns and classification results—that TriFact365 derives from the Customer Data to deliver and improve the Service’s AI functionality.

1.5 Application User

The natural person authorised by or on behalf of the Customer to use the Service via the Account.

1.6 Service

The right granted by TriFact365 to the Customer under the Agreement to access and use the Software.

1.7 Documentation

The knowledge base made available on the TriFact365 website, containing user instructions, technical requirements, and specifications for the Software, as amended from time to time.

1.8 Intellectual Property Rights

All current and future intellectual property rights and related rights, whether registered or unregistered, in all jurisdictions.

1.9 Customer

Any organisation or natural person that enters into an Agreement with TriFact365 in the course of a profession, business, or public duty.

1.10 Customer Data

All data and configurations entered, stored, uploaded, or processed via integrations in the Service by or on behalf of the Customer.

1.11 Artificial Intelligence (AI)

Technology that automatically processes data based on machine learning or similar techniques—including the recognition, classification, extraction, interpretation, or generation of data—such as that used by TriFact365 within the Service for the recognition and processing of invoices and documents.

1.12 Agreement

The entirety of agreements between TriFact365 and the Customer regarding the use of the Service.

1.13 Trial Subscription

Free, temporary access to the Service for evaluation purposes.

1.14 Software

The cloud-based software provided by TriFact365.

2. Scope of Application

2.1 Scope of Application

These General Terms and Conditions apply to every offer and quotation, and to all resulting agreements, to which TriFact365 is a party.

2.2 Exclusion of Customer Terms and Conditions

The Customer may not impose any other or deviating (purchasing) terms and conditions on TriFact365. TriFact365 expressly rejects such terms and conditions.

2.3 Components of the Agreement

The Agreement consists of the following components and documents:

(a) the Subscription as described on the subscription pages of the TriFact365 website;

(b) General Terms and Conditions;

(c) Service Level Agreement (SLA);

(d) Data Processing Agreement;

(e) Terms of Use;

(f) AI Terms and Conditions;

(g) Switching and Data Portability Terms and Conditions.

In the event of a conflict, a component shall prevail with respect to the subject matter it governs; in all other respects, these General Terms and Conditions shall prevail.

3. Formation of the Agreement

3.1 Offer and Acceptance

The Agreement is formed upon the Customer’s online registration on the TriFact365 website for a Trial Subscription or a Subscription.

3.2 Offers

Offers made by TriFact365 are non-binding, and TriFact365 may refuse applications for a Trial Subscription or Subscription. Obvious errors or mistakes in prices, specifications, or other information on the TriFact365 website or in the Software are not binding on TriFact365.

3.3 Authority

The person who enters into a Trial Subscription or Subscription declares that they are authorised to act on behalf of the Customer.

4. Trial Subscription

4.1 Evaluation Use

TriFact365 may grant the Customer temporary and free access to the Software via a Trial Subscription for evaluation purposes. The Software is provided “as is”, without any warranty. The Trial Subscription is intended solely for evaluating the Software; operational use is not permitted. The use of Customer Data during the Trial Subscription is at the Customer’s own risk.

4.2 No SLA

The SLA does not apply to the Trial Subscription.

4.3 Termination

TriFact365 may terminate a Trial Subscription at any time, without any obligation to provide compensation.

4.4 Conversion

The Trial Subscription does not automatically convert into a Subscription. As long as the Account exists, the Customer may purchase a Subscription; the Trial Subscription will then end, and the Agreement will continue.

4.5 Deletion

Subject to statutory retention obligations, TriFact365 will delete the Account and the Customer Data 30 days after the Trial Subscription expires. At that time, the Agreement terminates.

5. Subscription

5.1 Subscription Selection

The current Subscriptions, along with their prices, features, and limits, are listed on the subscription pages of the TriFact365 website. The Customer selects a Subscription that suits their intended use.

5.2 Features at the Time of Purchase

The Customer bases the purchase of a Subscription on the current functionality of the Software, not on future functionality. Statements made by TriFact365 or third parties regarding future functionality do not create any obligation and do not constitute grounds for liability, termination, or compensation. This applies to statements made in, among other things, roadmaps, announcements, demos, and sales materials.

5.3 Changes and Expansions

The Customer may choose a different Subscription or take out multiple Subscriptions concurrently, in each case in accordance with the terms and conditions in effect at that time.

6. Payment

6.1 Payment Obligation

The payment obligation arises as soon as the Customer subscribes to a Subscription.

6.2 Prices

All prices are in euros and exclude value-added tax (VAT), unless otherwise stated.

6.3 Billing

TriFact365 invoices monthly in arrears. The invoice includes the subscription fee per Subscription and the usage charges based on actual usage.

6.4 Usage Measurement

TriFact365 automatically tracks usage via the Software.

6.5 Payment Terms

The payment term is 14 days after the invoice date.

6.6 Payment Method

Payment is made via direct debit or another payment method offered by TriFact365.

6.7 Default

If the Customer fails to pay on time, the Customer shall owe statutory interest for commercial transactions in accordance with applicable law, without the need for a notice of default.

6.8 No Suspension or Set-off

The Customer may not suspend or set off payment obligations. In the event of a dispute regarding the amount of an invoice, the Customer shall pay the undisputed portion; TriFact365 will adjust any corrections after the dispute has been resolved.

7. Term and Termination

7.1 Term

The Subscription is entered into for the subscription period applicable to the selected Subscription, as stated on the subscription pages of the TriFact365 website. Upon expiration of that period, the Subscription will continue for an indefinite term.

7.2 Cancellation

The Customer may cancel the Subscription at any time, subject to the notice period applicable to the selected Subscription. The Subscription ends on the last day of the calendar month in which the notice period expires.

7.3 Suspension

TriFact365 may suspend access to the Software in whole or in part if:

(a) the Customer fails to comply with its obligations and does not remedy such failure within a reasonable period after receiving written notice of default;

(b) the Customer acts in violation of these General Terms and Conditions or applicable laws and regulations; TriFact365 will notify the Customer in writing in advance and grant at least 7 calendar days to remedy the violation; if the Customer fails to do so, TriFact365 may suspend or terminate the Subscription on the last day of the current calendar month;

(c) there is reasonable suspicion of misuse, fraud, or infringement of the rights of third parties or of TriFact365;

(d) the continuity, security, or integrity of the Service so requires; TriFact365 will notify the Customer as soon as possible and in any case within 3 calendar days.

The suspension does not affect any of the Customer’s rights or obligations. In the event of suspension due to non-payment, the payment obligation remains unchanged.

7.4 Termination

Either party may terminate the Subscription in writing with immediate effect if the other party:

(a) fails to perform its obligations and does not remedy such failure within 30 days after receiving written notice of default;

(b) applies for a suspension of payments or bankruptcy, is declared bankrupt, is liquidated, or ceases business operations.

TriFact365 may also terminate the Subscription with immediate effect if:

(c) the Customer remains in default of payment for more than 45 days after receiving a written demand for payment.

7.5 Expiration of Right of Use

Upon termination of the Subscription, the right to use the Software, including the standard export features, expires; the Account remains accessible for reactivation.

7.6 Deletion

Subject to statutory retention obligations, TriFact365 will delete the Account and the Customer Data 90 days after termination of the Subscription. At that time, the Agreement terminates.

7.7 Reactivation

Within the 90-day period specified in Section 7.6, the Customer may reactivate the Subscription. Reactivation continues the Agreement under the terms and conditions in effect at that time and restores access to the Software.

7.8 Data Backup

The Customer is solely responsible for backing up Customer Data in a timely manner and for complying with statutory retention obligations under applicable law.

7.9 Extended Retention

Extended retention by TriFact365—for example, to comply with a Customer’s legal retention obligation—requires an active Subscription for that entire period.

8. Use of the Software

8.1 Standard Product

The Software is a standard product provided to all Customers on an equal basis. TriFact365 does not provide customisation of the Software. Changes and improvements apply to all Customers simultaneously.

8.2 Software Modifications

TriFact365 may modify, update, phase out, or replace components of the Software. TriFact365 does not guarantee that every new version will include the same functionality and is not obliged to maintain specific features for the Customer. This does not affect Article 22. TriFact365 is not liable for any damages resulting from such modifications.

8.3 Account Owner

The person who registers for the Trial Subscription becomes the first Account Owner.

8.4 Transfer of Role

The Customer shall immediately transfer the role of Account Owner if the Account Owner is no longer available. The communication rules set forth in Article 21 apply to this role. If a transfer via the Software is not possible, the Customer may have a new Account Owner designated following a verification procedure.

8.5 Application Users

The Customer may allow Application Users, both within and outside its own organisation, to use the Software worldwide for business purposes. The Account Owner and Application Users act exclusively on behalf of the Customer. The Customer is responsible for the use of the Service and for ensuring that the Account Owner and Application Users comply with these General Terms and Conditions. There is no direct contractual relationship between TriFact365 and the Account Owner or Application Users, and Application Users do not derive any independent rights from the Agreement.

8.6 Rules of Use

The Customer shall use the Software in accordance with these General Terms and Conditions and the Terms of Use. In the event of a violation of the Terms of Use, the grounds for suspension and termination set forth in Article 7 shall apply.

8.7 No Advice and User Responsibility

TriFact365 does not provide any substantive, technical, or professional advice. The Customer is solely responsible for the use of the Software and for any decisions that the Customer or a third party acting on the Customer’s behalf makes or fails to make based on such use. TriFact365 is not liable for any damages resulting from such use or such decisions.

8.8 Customer’s Own IT Environment

The Customer is responsible for its own IT environment required to use the Software, including an internet connection, hardware, and the specifications set forth in the Documentation.

9. Preview Features

9.1 Preview Use

The Customer may use additional features within the Software, such as Preview features (also referred to as beta or pre-release features), for evaluation purposes. The SLA does not apply to these features.

9.2 Withdrawal

TriFact365 may withdraw, suspend, or modify a Preview feature at any time.

9.3 No Warranty

Preview features are provided “as available” and at the Customer’s own risk. TriFact365 provides no warranties, support, or indemnification in this regard. To the extent permitted by applicable law, TriFact365 is not liable for any damages arising out of or in connection with Preview features.

10. Integrations with Third-Party Systems

10.1 Integrations

The Software may provide integrations with third-party systems, applications, or platforms, or the Customer may implement integrations on its own. This enables the Customer to exchange data between the Service and these external systems.

10.2 No Warranty

TriFact365 does not guarantee the accuracy, completeness, timeliness, or availability of data exchanged via integrations with third-party systems, nor does it guarantee the functioning of such integrations. This applies to all integrations, whether provided by TriFact365 or established by the Customer.

10.3 At the Customer’s Own Risk

The Customer uses integrations at its own risk. TriFact365 is not liable for any damage resulting from an integration, including incorrect delivery, malfunctions, changes, or outages on the part of the third party, compatibility issues, or interruptions in data exchange.

10.4 SLA Exclusion

The exclusions set forth in the SLA apply additionally to the consequences of the non-functioning of integrations on the availability of the Service.

11. Support

11.1 Scope

TriFact365 provides support regarding the use and operation of the Software. The nature and scope of the support, including response times and business hours, are described in the SLA.

11.2 No Advice

Support is limited to the use and operation of the Software and does not include substantive, technical, or professional advice.

11.3 No Warranty

TriFact365 does not guarantee the accuracy, completeness, or timeliness of responses and is not liable for any damages arising from the use of support services.

12. Intellectual Property

12.1 Ownership and Right of Use

All Intellectual Property Rights in the Software are vested in TriFact365 or its licensors. The Customer is granted a right to use the Software for the term of the Agreement. This right is non-exclusive and may not be transferred or sub-licensed.

12.2 Restrictions on Use

The Customer is not permitted to copy, decompile, reverse-engineer, or modify the Software. The creation of derivative works is also prohibited, unless permitted by mandatory law.

12.3 Feedback

Suggestions, proposals for improvement, or other feedback provided by the Customer on its own initiative may be used by TriFact365 freely and without compensation for the further development of the Software. The Customer waives any Intellectual Property Rights to the feedback. TriFact365 is under no obligation to incorporate the feedback.

12.4 Use as a Reference

TriFact365 may use the Customer’s name and logo to identify the Customer as a user of the Service, including on the TriFact365 website, in presentations, and in TriFact365’s reference materials. The Customer may terminate this use at any time in writing.

13. Customer Data

13.1 Ownership

The Customer is and remains the owner of the Customer Data.

13.2 Legality of Data

The Customer determines which Customer Data is processed via the Software. The Customer warrants that the Customer Data provided by the Customer, its Application Users, or third parties acting on its behalf is lawful and does not infringe upon the rights of third parties, and indemnifies TriFact365 against any resulting claims by third parties.

13.3 Unsolicited Content from Third Parties

Communication channels assigned to the Customer (such as email addresses) may also receive unsolicited messages from unknown third parties. The warranty and indemnification set forth in Section 13.2 do not apply to such content; the Customer shall manage this content within the Software and shall remove or ignore unlawful content as soon as it becomes aware of it. TriFact365 receives and processes this content solely as a technical consequence of making the channel available, does not monitor the content, and, to the extent permitted by applicable law, is not liable for the mere receipt, transmission, or storage thereof. TriFact365 may filter, refuse, or block content that is harmful or threatens technical operation or security, without thereby assuming any obligation to monitor such content.

13.4 Right of Use

The Customer grants TriFact365 a non-exclusive right of use to the Customer Data to the extent necessary to provide, support, and further develop the Service.

13.5 Derived Data

TriFact365 may generate and use Derived Data. Derived Data does not constitute Customer Data and cannot reasonably be traced back to the Customer or any natural person. TriFact365 will not attempt to trace such Data back to the Customer or any natural person. All rights to such Data, including Intellectual Property Rights, are vested exclusively in TriFact365. This right remains in effect after termination of the Agreement.

13.6 Switching and Data Portability

The Customer's right to switch providers and the associated data portability are governed by the Switching and Data Portability Terms and Conditions.

14. Security of Customer Data

14.1 Security Measures

TriFact365 shall take appropriate technical and organisational measures to protect Customer Data against loss, damage, unauthorised access, or unauthorised modification.

14.2 No Security Guarantee

TriFact365 does not guarantee that these measures will prevent any form of unauthorised access, breach, loss, or alteration.

14.3 Recovery

In the event of loss, damage, or unauthorised modification, TriFact365 will use reasonable efforts to restore Customer Data, without any guarantee of restoration; this is the Customer’s sole remedy.

14.4 Limitation of Liability

To the extent permitted by applicable law, TriFact365 is not liable for any damage relating to Customer Data—including loss, damage, alteration, destruction, disclosure, or security breaches. The exceptions set forth in Section 18.4 apply in full, and the obligations under the Data Processing Agreement remain unaffected.

15. AI Features

15.1 Use of AI

The Software uses AI. The operation and use of AI within the Service are described in more detail in the AI Terms and Conditions.

15.2 AI Outputs

AI outputs are intended as support only and may be incorrect or incomplete; TriFact365 does not guarantee that they are error-free, complete, accurate, or suitable for any particular purpose. The Customer shall assess these results for suitability for the intended use and is responsible for decisions based on them, including compliance with applicable regulations regarding automated decision-making. The Customer shall not rely on AI results without verifying them independently.

15.3 Liability

The limitations and exclusions of liability set forth in Section 18 of these General Terms and Conditions apply in full to AI and its results.

16. Confidentiality

16.1 Confidentiality

Both parties shall treat the other party’s Confidential Information as confidential and shall use it solely for the performance of the Agreement. Confidential Information means non-public information that has been designated as confidential or which the receiving party should reasonably understand to be confidential.

16.2 Restriction of Access

Each party shall restrict access to Confidential Information to those persons who need to know such information for the performance of the Agreement. These persons are bound by a duty of confidentiality.

16.3 Exceptions

The duty of confidentiality does not apply to information that:

(a) was already public or becomes public through no act of the receiving party;

(b) was already lawfully known to the receiving party;

(c) is received from a third party without a duty of confidentiality;

(d) must be disclosed pursuant to a statutory requirement or court order;

(e) was developed by the receiving party independently and without using the Confidential Information.

16.4 Continuation

The confidentiality obligation shall remain in effect after termination of the Agreement for as long as the disclosing party can reasonably claim that the information is confidential.

17. Warranties

17.1 No Warranties

The Service is provided "as available"; the Customer uses the Service at its own risk and is responsible for assessing whether the Service is suitable for its intended use. TriFact365 makes no warranties, representations, or guarantees regarding the Service, including its availability, performance, quality, accuracy, suitability, or alignment with the needs of the Customer or Application Users, or otherwise.

17.2 Best-Efforts Obligation

Without prejudice to the provisions of Section 17.1, TriFact365 shall use reasonable efforts to provide the Service in accordance with the Documentation. Obvious errors or mistakes in the Documentation are not binding on TriFact365. The Customer must report alleged deficiencies within 30 days of discovery. If TriFact365 is unable to remedy a reported deficiency within a reasonable period of time and with reasonable effort, or to provide an appropriate workaround, either party may terminate the current Subscription in writing. This measure is the exclusive remedy for a breach of this best-efforts obligation; the exceptions set forth in Section 18.4 apply in full.

18. Liability and Indemnification

18.1 Liability Cap

TriFact365’s total liability for damages arising in a calendar year—on whatever legal basis, and regardless of the number of events or series of related events—is limited to the amount the Customer paid to TriFact365 in the 6 months preceding the first event giving rise to damages in that calendar year.

18.2 Indirect Damages

TriFact365 is not liable for indirect damages, including lost profits, lost savings, loss or damage to data, diminished goodwill, damages resulting from business interruption, damages resulting from claims by the Customer’s clients or other third parties, or administrative fines and other public law sanctions imposed on the Customer.

18.3 Excluded Damages

Subject to the provisions of Section 18.4, TriFact365 is not liable for damages arising from or related to the Service, its use, or the inability to use the Service. This exclusion includes, in any event, damages resulting from:

(a) incorrect or unauthorised use of the Service;

(b) failure to comply with instructions or Documentation;

(c) the legality, reliability, integrity, accuracy, or quality of Customer Data;

(d) Derived Data or data artificially generated by TriFact365;

(e) defects, malfunctions, or outages in the Customer’s own IT environment or that environment’s failure to meet specifications provided by TriFact365;

(f) the use of the Service with unsupported software, browser, or operating system versions;

(g) failures, malfunctions, delays, data loss, or interruptions in third-party connections, equipment, software, or infrastructure, including the internet and telecommunications networks;

(h) the use of the Service in combination with third-party products; the provisions of Article 10 apply additionally to integrations with third-party systems;

(i) loss, damage, alteration, or disclosure of Customer Data by third parties;

(j) the absence of copies or backups of Customer Data maintained by the Customer outside the Service;

(k) the results obtained by the Customer or Application Users from using the Service and the conclusions drawn by the Customer or Application Users from such results;

(l) the accuracy, completeness, or timeliness of filings, reports, or other data that the Customer or Application Users submit to third parties—including tax authorities, accountants, or auditors—using the Service.

18.4 Exceptions

The limitations and exclusions of TriFact365’s liability set forth in these General Terms and Conditions do not apply in the event of:

(a) intent or deliberate recklessness on the part of TriFact365's management;

(b) death or bodily injury;

(c) other cases in which mandatory law does not permit such limitations.

18.5 Notice of Default

TriFact365’s liability arises only after the Customer has given TriFact365 written notice of default. The period for remedy shall be at least 30 days. If TriFact365 fails to remedy the situation even after that period, liability arises.

18.6 Mitigation of Damages

The Customer is obliged to take reasonable measures to mitigate damages.

18.7 Lapse of Claims

The right to compensation lapses if the Customer fails to report the damage in a timely manner. The reporting period is 2 months after discovery. The report must be made in writing. Any legal claim lapses in any event 12 months after the event on which the claim is based.

18.8 No Reversal

In the event of termination, any performance already received need not be reversed. Neither party is obliged to reverse previously rendered services or payments.

18.9 Circle of Beneficiaries

The limitations and exclusions in paragraphs 18.1 to 18.8 also apply in favour of employees, directors, and third parties engaged by TriFact365. The maximum liability under Section 18.1 applies jointly and once to all claims against TriFact365 and these persons collectively.

18.10 IP Indemnification

TriFact365 indemnifies the Customer against claims by third parties that the Software infringes Intellectual Property Rights. If such a claim arises or is threatened, TriFact365 may, at its discretion:

(a) obtain the right for the Customer to continue using the Software;

(b) modify or replace the Software so that it no longer infringes, without materially reducing its functionality;

(c) terminate the Subscription at the end of the current calendar month.

This indemnification constitutes TriFact365’s entire liability and the Customer’s sole remedy in the event of an infringement of Intellectual Property Rights.

18.11 Exceptions to the Indemnification

The indemnification set forth in Section 18.10 does not apply to the extent that the claim arises from:

(a) modification of the Software by or on behalf of the Customer;

(b) use of the Software in combination with products, services, or data not supplied by TriFact365;

(c) use of the Software in violation of these General Terms and Conditions or the Documentation;

(d) Customer Data or other content provided by the Customer.

18.12 Indemnification by the Customer

The Customer shall indemnify TriFact365 against any claims by third parties arising from the use of the Service in violation of these General Terms and Conditions or applicable laws and regulations, or from the Customer Data, including its processing by TriFact365 in accordance with the Agreement.

18.13 Indemnification Procedure

A claim under the indemnification provision in Article 18.10 or 18.12 is valid only if the party invoking the indemnification notifies the other party of the claim in writing in a timely manner, allows the indemnifying party to conduct the defence and any settlement, and cooperates reasonably in this regard. The indemnifying party shall not enter into any settlement that entails an admission of liability or a non-financial obligation on the part of the other party without the latter’s written consent.

19. Force Majeure

19.1 Force Majeure

Neither party is obliged to fulfil any obligation, other than a payment obligation, if it is prevented from doing so by force majeure. Force majeure shall in any case be understood to mean:

(a) disruptions to telecommunications infrastructure, internet connections, DNS, CDN, or certificate services, or the power grid;

(b) pandemics, government measures, or changes in laws and regulations that prevent performance;

(c) fire, explosions, natural disasters, or nuclear or radiological incidents;

(d) war, hostilities, acts of terrorism, sabotage, insurrection, civil unrest, or riots;

(e) cyberattacks, including targeted attacks, DDoS attacks, ransomware, malware, or exploitation of previously unknown vulnerabilities (zero-days), which could not reasonably have been prevented despite appropriate security measures;

(f) strikes, with the exception of strikes by TriFact365’s own personnel;

(g) disruptions, failures, or unavailability on the part of suppliers or cloud infrastructure on which TriFact365 relies;

(h) trade restrictions, embargoes, or international sanctions that prevent performance;

(i) other unforeseeable circumstances beyond the reasonable control of the party.

19.2 Suspension

During a force majeure event, the obligations of the affected party shall be suspended. Neither party shall be liable for any damages arising during or as a result of a force majeure event.

19.3 No Suspension of Payment

The Customer’s payment obligations are not suspended by force majeure and remain fully applicable.

19.4 Notice

The party invoking force majeure shall notify the other party in writing as soon as possible of the nature and expected duration of the event and shall take reasonable measures to mitigate its consequences.

19.5 Prolonged Force Majeure

If the force majeure lasts longer than 2 months, either party may terminate the Subscription in writing effective at the end of the current calendar month. No right to compensation arises. Neither party is obliged to reverse any services previously received.

19.6 Switching and Data Portability

In the event of termination pursuant to Section 19.5, the Customer is entitled, to the extent permitted by the force majeure, to download Customer Data and to switch providers in accordance with the Switching and Data Portability Terms and Conditions.

20. Contract Transfer

20.1 Transfer by the Customer

The Customer may transfer the Agreement to a third party by modifying the company details in the Account; the transferee thereby accepts these General Terms and Conditions in full. The transfer takes effect at the time of modification.

20.2 Liability for Existing Obligations

The Customer and the transferee are jointly and severally liable for payment obligations that arose prior to the transfer. This joint and several liability applies until all outstanding obligations have been fully settled.

20.3 Transfer by TriFact365

The Customer hereby grants TriFact365 advance permission to transfer the Agreement to a group company, an affiliated company, or to a third party in the event of a (partial) business transfer, merger, or acquisition. The acquiring party is bound by terms and conditions that are at least equivalent to these General Terms and Conditions.

20.4 Notice of Transfer

TriFact365 shall notify the Customer within 30 days after a transfer as referred to in Article 20.3 has taken place. The notification shall specify the identity of the acquiring party.

20.5 Data Obligations

In the event of a transfer as referred to in Article 20.1 or 20.3, all obligations regarding Customer Data and personal data—including the Data Processing Agreement—shall be transferred to the acquiring party.

21. Notices

21.1 Electronic Notification

TriFact365 notifies the Account Owner via electronic notification—by email, through a message in the Software, or on the TriFact365 website—regarding matters affecting the Customer. Operational messages may also be sent to other Application Users.

21.2 Contact Information

The Customer shall keep the Account Owner’s contact information in the Software up to date. Notices are deemed received on the day they are sent to the last known contact information.

21.3 Form Requirement

Notices, announcements, requests, and objections between the parties under the Agreement shall be made via electronic notice as referred to in Section 21.1. Electronic notice satisfies any statutory requirements for written form.

22. Amendment of the Agreement

22.1 Amendment Procedure

TriFact365 may amend or terminate any of the components listed in Section 2.3. Amendments will be announced to the Account Owner via email no later than 30 days before they take effect. Amendments also apply to existing Agreements. For changes involving sub-processors—including replacement and changes to the processing location—the separate notification and objection procedure set forth in the Data Processing Agreement applies.

22.2 Exceptions

Minor changes, changes due to laws and regulations, and changes mandated by a supervisory authority or court may be implemented without observing the notice period specified in Section 22.1. If the situation requires immediate action, TriFact365 may implement the change with immediate effect. TriFact365 will inform the Customer of this as soon as possible.

22.3 Right to Terminate in the Event of a Change

If the Customer does not agree with a change as referred to in Article 22.1, the Customer may terminate the Agreement or the Subscription affected by the change before that change takes effect; the termination takes effect on the day before the change takes effect. This right of termination does not apply to changes as referred to in Article 22.2.

23. Export and Sanctions Compliance

23.1 Sanctions Compliance

The Service is offered worldwide. The Customer shall use the Service in accordance with applicable laws regarding export controls, economic sanctions, and trade embargoes ("Sanctions Legislation").

23.2 Customer Representation

The Customer represents and warrants that the Customer is not subject to Sanctions Legislation, nor is the Customer controlled by or acting on behalf of any person or entity subject to Sanctions Legislation.

23.3 Right of Refusal

TriFact365 may refuse, suspend, or terminate the Service if providing it would violate Sanctions Legislation or if TriFact365 decides, for operational, legal, or risk-related reasons, not to offer the Service in a particular jurisdiction.

23.4 Local Regulations

TriFact365 does not adapt the Software to specific jurisdictions and does not guarantee that the Software complies with local laws and regulations. The Customer is solely responsible for determining whether the Software is suitable for the relevant jurisdiction and uses it at its own risk. TriFact365 is not liable for any damages resulting from such use.

24. Final Provisions

24.1 Invalid Provisions

If one or more provisions are void or voidable, the remaining provisions shall remain in full force and effect. The void provision shall be replaced by a provision that most closely approximates the original intent.

24.2 Survival of Rights and Obligations

Rights and obligations that, by their nature, survive termination—including outstanding payment obligations, confidentiality, warranties, liability and indemnification, Intellectual Property Rights, the processing of personal data under the Data Processing Agreement, and applicable law—shall remain in effect.

24.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous oral and written statements, agreements, and representations regarding the same subject matter. The Customer has not relied on any statements or commitments not included in the Agreement. Deviations from the Agreement are binding on TriFact365 only if an authorised representative of TriFact365 has signed them and the deviation expressly refers to the provision from which it deviates.

24.4 No Waiver of Rights

Failure to enforce a provision of these General Terms and Conditions shall not constitute a waiver of the right to enforce that provision at a later date.

24.5 Relationship Between the Parties

The Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

24.6 Governing Law and Disputes

The Agreement is governed by Dutch law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods (CISG). Disputes shall be submitted exclusively to the competent court of the place where TriFact365 has its registered office; for the Netherlands, this is the Midden-Nederland District Court.

— End of TriFact365 General Terms and Conditions — Version 2.0 —

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