Terms of Service

Last updated: 20 May 2026 Version: 1.0

These Terms of Service ("Agreement") govern the customer's use of the eBrain service. By creating an Account, accepting an Order Form, or using the Service, you confirm that (a) you have read, understood and accept this Agreement, (b) you are authorized to bind the organization on whose behalf you act to this Agreement, and (c) you are legally able to enter into a binding agreement with The eBrain Group B.V. (KvK 96714239), trading as eBrain ("eBrain", "we", "us" or "our"). If you do not agree, you may not use the Service.

Note on language. The Dutch version of this Agreement is the authoritative text. This English translation is provided for convenience only. In the event of any conflict between the two versions, the Dutch text prevails.

1. Definitions

In this Agreement, the following terms have the meanings set out below. Other terms have the meaning given to them elsewhere in this Agreement.

• "Account" — the account created by or on behalf of the Customer for access to the Service.
• "Administrator" — a User designated by the Customer with administrative rights over the Account.
• "Agreement" — these Terms of Service, including any annexes and documents incorporated by reference.
• "Beta Feature" — functionality within the Service that is expressly designated as "beta", "preview", "early access" or similar.
• "Confidential Information" — all non-public information disclosed by one party to the other that, by its nature or the circumstances of disclosure, would reasonably be regarded as confidential.
• "Customer" — the legal entity entering into this Agreement.
• "Customer Content" — all data, documents, messages, files, prompts, instructions and other information that the Customer or its Users input, upload, connect or have processed in the Service.
• "Data Processing Agreement" or "DPA" — the Data Processing Agreement concluded between eBrain and the Customer pursuant to Article 28 GDPR.
• "EU AI Act" — Regulation (EU) 2024/1689 on AI systems.
• "EU Data Act" — Regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data.
• "Fees" — all amounts payable by the Customer to eBrain under this Agreement or an Order Form.
• "GDPR" — Regulation (EU) 2016/679 (General Data Protection Regulation).
• "Order Form" — a written document, online order form, or accepted quotation setting out the specific commercial terms between eBrain and the Customer (price, plan, term).
• "Privacy Policy" — eBrain's privacy policy, available at ebrain.ai/en/privacy-policy.
• "Service" or "Services" — the eBrain platform, available via ebrain.ai, app.ebrain.ai and related domains, including all associated functionality, AI components, integrations, user accounts, credits/tokens, documentation and related support services.
• "Subscription" — the plan to the Service taken by the Customer, as further set out in the Order Form.
• "Subscription Term" — the term of the Subscription as set out in the Order Form, including any renewals.
• "User" — a natural person who uses the Service under the Customer's Account.

2. The Service

2.1 Scope

eBrain provides an AI-powered productivity platform to business users. The Service enables the Customer to manage documents, communications, calendars, financial administration and related business processes using AI features and integrations with external services such as Google Workspace. eBrain provides the Service using commercially reasonable efforts.

2.2 Access and use

Subject to the terms of this Agreement, payment of the applicable Fees and compliance with the Acceptable Use policy (section 6), eBrain grants the Customer, for the duration of the Subscription Term, a non-exclusive, non-transferable and non-sublicensable right to use the Service for its internal business purposes.

2.3 Changes to the Service

eBrain may modify, extend or improve the Service from time to time. For material changes that adversely affect the Customer's existing use, eBrain will notify the Administrators by email at least 30 days in advance.

2.4 Refusal of registration

eBrain reserves the right to refuse or withdraw registrations, Order Forms or Account applications on reasonable grounds, including suspicion of fraud, previously terminated Accounts, or incompatibility with the Service's intended use profile.

2.5 Permitted Jurisdictions

The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

3. Accounts and Registration

3.1 Registration

Access to the Service requires registration of an Account. The Customer will, upon registration, provide truthful, accurate, current and complete information, and will update it promptly when it changes.

3.2 Verification

Upon registration and from time to time thereafter, the Account may be subject to verification, including validation of business identity, Chamber of Commerce registration, and the Administrator's authority to act on behalf of the Customer. The Customer will timely honor reasonable requests for additional information or documentation.

3.3 Administrators, Users and liability

The Customer is responsible for granting, managing and revoking rights of its Users. The Customer is fully liable for all activities undertaken under its Account, whether by a User it has authorized or by an unauthorized third party.

3.4 Account security

The Customer will implement appropriate measures to secure access to the Account, including the use of strong passwords and, where available, multi-factor authentication. The Customer will promptly notify eBrain of any suspected unauthorized access.

3.5 Age and capacity

Users must be at least 18 years of age. By creating an Account or using the Service, the User confirms that they are of legal age to enter into binding agreements under applicable law. Persons under the age of 18 may not register for or use the Service.

4. Subscription, Fees and Payment

4.1 Subscription and term

(a) Order Form Subscriptions. Where an Order Form is in place, the Subscription commences on the start date specified in the Order Form and continues for the Subscription Term agreed therein. Unless otherwise agreed in the Order Form, the Subscription will automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

(b) Self-serve Subscriptions. Where the Customer has subscribed to the Service directly via the Service without an Order Form, the Subscription is provided on a month-to-month basis. The Subscription will automatically renew at the end of each monthly billing cycle until cancelled by the Customer through the in-Service cancellation functionality (see section 14.2(a)). Cancellation takes effect at the end of the then-current billing cycle. No prior notice period is required.

4.2 Beta period

To the extent the Service is made available to the Customer in a beta state, no Fees are payable during the beta period. eBrain will notify the Customer at least 30 days before the end of the beta period, stating the Fees that will apply thereafter. Continued use after the end of the beta period constitutes acceptance of these Fees, unless the Customer cancels the Subscription before that date.

4.3 Fees and payment

All Fees are exclusive of VAT and other applicable taxes. Fees are invoiced as agreed in the Order Form and are payable within 30 days of the invoice date, unless otherwise agreed in writing.

4.4 Payment providers

Payments are processed via our payment service provider Stripe Payments Europe Ltd. (Ireland). Invoicing and quote-to-cash are administered via our billing orchestrator Alguna (United Kingdom). The Customer agrees to the applicable terms of these providers to the extent relevant to processing of payments.

4.5 Late payment

In the event of late payment, the Customer is liable, without further notice of default, for statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code, as well as reimbursement of reasonable collection costs pursuant to Article 6:96 of the Dutch Civil Code and the Dutch Act on extrajudicial collection costs (Wet normering buitengerechtelijke incassokosten). eBrain reserves the right to suspend access to the Service in whole or in part for as long as a due claim remains unpaid.

4.6 No refunds

Fees already paid are non-refundable, save for mandatory statutory exceptions. eBrain may, at its sole discretion and as a goodwill gesture, offer pro-rated refunds for unused service periods; such refunds are not a right of the Customer and are assessed case-by-case.

4.7 Price changes

eBrain may adjust Fees by giving written notice at least 30 days before the next renewal date. If the Customer does not accept the new Fees, the Customer may cancel the Subscription effective at the end of the then-current Subscription Term, provided notice is given before the renewal date.

For self-serve monthly Subscriptions, eBrain may adjust Fees by giving 30 days' notice before the start of the next billing cycle; the Customer may cancel before that cycle begins to avoid the new Fees.

4.8 Taxes

Unless otherwise stated, Fees are exclusive of VAT and other government levies. Statutorily due taxes are for the Customer's account.

4.9 Credits and Tokens

Where a Subscription includes a periodic allocation of AI credits, tokens or comparable usage units (collectively "Credits"), the Credits are valid only for the billing cycle in which they are granted. Unused Credits do not roll over to subsequent billing cycles and are not refundable, including on termination of the Agreement. eBrain determines Credit consumption based on the type and complexity of the request, including factors such as model used, input and output volume, and processing requirements; the Service displays Credit usage and remaining balance in the Customer's Account. Credits have no cash value, cannot be transferred to third parties or to other Accounts, and cannot be redeemed for refunds except as required by mandatory applicable law.

5. Customer Data and Customer Content

5.1 Ownership

All rights, title and interest in Customer Content remain with the Customer or its lawful licensors. eBrain acquires no ownership rights in Customer Content.

5.2 Limited license to eBrain

The Customer grants eBrain a non-exclusive, royalty-free, non-sublicensable (other than to permitted sub-processors) license, valid solely for the duration of this Agreement, to host, store, copy, process and display Customer Content solely to the extent necessary to provide the Service to the Customer and its Users. This license expressly does not include the right to use Customer Content to train, fine-tune or improve AI models; see section 7.

5.3 Customer responsibilities

The Customer is responsible for the accuracy, lawfulness and quality of Customer Content and for having the rights necessary to provide Customer Content to eBrain for processing. The Customer warrants that it has all necessary consents, rights and grounds to provide to eBrain for processing any Customer Content containing personal data of third parties, and that its use of the Service does not infringe the rights of third parties or applicable laws and regulations.

5.4 Data export

The Customer may at any time during the Subscription Term export Customer Content via the export functionality available within the Service. See also section 13 (Switching and Exit).

6. Acceptable Use

6.1 General restrictions

The Customer and its Users shall not use the Service to:

• (a) create or disseminate unlawful, fraudulent, threatening, defamatory or misleading content, or otherwise use the Service in a manner inconsistent with applicable Dutch, EU or international laws or regulations;
• (b) generate or disseminate child sexual abuse material, non-consensual intimate imagery, or content that promotes violence, terrorism or hatred against protected groups;
• (c) develop or distribute malware, viruses, Trojan horses, exploits or other code that may cause harm to systems or persons;
• (d) generate deceptive content, including deepfakes of identifiable natural persons without their unambiguous consent, false documents or identity credentials, or content designed to mislead or defraud eBrain or other Users (including phishing for credentials or sensitive account information);
• (e) undermine, circumvent, disable, interfere with, or unduly burden the Service, its infrastructure, security-related features, or access restrictions, including by bypassing measures that prevent or restrict the use or copying of content;
• (f) automatically dissect, scrape, reverse-engineer, decompile, disassemble, or systematically retrieve data or content from the Service to create or compile — directly or indirectly — any collection, compilation, database or directory, or otherwise use unauthorized automated systems (including spiders, bots, scrapers or data-mining tools) to access the Service, except via standard browsers or as permitted by mandatory applicable law;
• (g) send spam or unsolicited communications, or deploy passive information-collection mechanisms (such as web bugs, clear GIFs or similar tracking technologies) via the Service;
• (h) remove or alter copyright, trademark or other proprietary notices from content provided by or available through the Service;
• (i) copy, adapt or create derivative works of the Service's software, including HTML, JavaScript, backend code or AI models, except where permitted by mandatory applicable law.

6.2 Restrictions on outputs and competition

The Customer shall not use the output of the AI functionality of the Service to train, fine-tune or otherwise develop competing AI models or products.

6.3 Protection of third parties

The Customer shall not use the Service to process personal data of individuals in respect of whom it is not authorized to carry out such processing. The Customer shall not use the Service for solely automated decision-making about natural persons with legal effect or similarly significant effect within the meaning of Article 22 GDPR.

6.4 Prohibited high-risk AI uses (EU AI Act Annex III)

The Customer shall not use the Service, and in particular its AI functionality, for the high-risk purposes listed in Annex III of the EU AI Act. These include, without limitation:

• (a) recruitment, screening, evaluation or selection of job applicants, and automated decision-making regarding hiring, promotion, performance evaluation or termination of employment;
• (b) credit scoring, creditworthiness assessment, or risk assessment and pricing for life or health insurance;
• (c) biometric identification or categorization of natural persons, or emotion recognition in the workplace or in educational institutions;
• (d) determination of access to essential public services or social security benefits;
• (e) applications for law enforcement, migration, asylum assessment or the administration of justice;
• (f) any other application classified as high-risk under Annex III of the EU AI Act.

The Customer may use the Service for adjacent activities within these functions — for example, drafting job descriptions, summarizing interviews for human review, or drafting documents — provided that the final decision is made by a human and AI output serves only as support.

6.5 Responsibility in regulated sectors

The Customer is solely responsible for ensuring that AI output used in regulated professional contexts (including legal, medical and financial advice) is reviewed by an appropriately qualified person before being acted upon. The Service is not a substitute for professional judgment.

6.6 Account integrity

The Customer and its Users shall not (a) impersonate another User, person or entity, or use another User's identity or credentials; (b) sell, resell, transfer, sublicense or assign their Account, profile or access to the Service to any third party; or (c) create Accounts by automated means or under false pretenses, or harvest usernames, email addresses or other identifiers of Users by electronic or other means for the purpose of unsolicited communication.

6.7 Anti-harassment and support abuse

The Customer and its Users shall (a) not harass, intimidate, threaten or abuse eBrain personnel, contractors or agents involved in providing the Service; and (b) not make improper use of eBrain's support channels, submit false reports of abuse or misconduct, or otherwise misuse customer support processes.

6.8 Consequences of breach

In the event of a (suspected) breach of this section, eBrain may suspend access to the Service, block content, or terminate the Agreement in accordance with section 14. The Customer indemnifies eBrain for any damages arising from its breach of this section.

7. AI Functionality

7.1 Description

The Service contains AI functionality that can generate text, summarize documents, propose suggestions and support related tasks. AI output serves as assistance and requires human review before action is taken.

7.2 Transparency (Article 50 EU AI Act)

Where Users interact with an AI system within the Service, eBrain makes this known in accordance with the transparency requirements of Article 50 EU AI Act. AI-generated content is identified as such where applicable.

7.3 No training on Customer Content

Customer Content — including documents, emails, calendar data, OAuth-fetched data and other Customer-provided content — is not used to train, fine-tune or otherwise improve AI models, neither by eBrain nor by eBrain's AI providers. Our contracts with AI providers explicitly exclude such use.

Aggregated, de-identified usage statistics (such as request volumes, latency and feature adoption) may be used to improve the Service itself; this telemetry contains no identifiable Customer Content.

7.4 AI infrastructure

AI inference currently runs under a contract that excludes training on customer content and imposes zero-data-retention. eBrain is migrating AI inference to Nebius (Netherlands) on private compute. The Privacy Policy reflects the current status.

7.5 Roles under the EU AI Act

eBrain designs and delivers the AI functionality of the Service and may qualify as a "provider" within the meaning of Article 16 EU AI Act. The Customer qualifies as a "deployer" within the meaning of Article 26 EU AI Act to the extent it deploys the Service. The Customer accepts the obligations arising from that role, including human oversight, monitoring and — where applicable — informing data subjects.

7.6 Limitation to intended purpose

The Customer shall use the AI functionality solely within eBrain's intended purpose and not in a manner that causes eBrain to qualify as a provider of a high-risk AI system under the EU AI Act. In case of doubt, the Customer consults eBrain in advance.

8. Privacy and Data Protection

8.1 Privacy Policy

eBrain's processing of personal data is described in the Privacy Policy (ebrain.ai/en/privacy-policy), which forms part of this Agreement.

8.2 GDPR roles

For Customer Content containing personal data that the Customer processes through the Service, the Customer is the controller and eBrain is the processor within the meaning of Article 28 GDPR.

8.3 Data Processing Agreement

The arrangements applicable to the processing of personal data under this Agreement are set out in the DPA, which is provided on request and — once signed — forms an integral part of this Agreement.

8.4 Sub-processors and changes

eBrain may engage sub-processors, in accordance with the DPA. Upon addition or replacement of a sub-processor that processes Customer Content, eBrain will notify the Administrators at least 30 days in advance. The Customer may object; see the DPA for the objection procedure.

8.5 Data subject requests

eBrain will reasonably assist the Customer in handling data subject requests under the GDPR, in the manner provided in the DPA.

9. Third-Party Integrations

9.1 OAuth and MCP integrations

The Customer may connect the Service to external services such as Google Workspace, via OAuth, or via the Model Context Protocol (MCP). The Customer warrants that it is authorized to connect the relevant external accounts and to make the data therein available to the Service via those integrations.

9.2 Third-party terms

The use of external services is subject to the separate terms of the relevant providers. eBrain is not responsible for the availability, accuracy or operation of those external services.

9.3 Statelessness and Limited Use

For the Google integration, eBrain processes content received via the Google API only in memory during the User's request and does not store it persistently. eBrain complies with the Google API Services User Data Policy, including the Limited Use requirements. The Privacy Policy contains the full scope explanation.

10. Confidentiality

10.1 Mutual obligation

Each party undertakes to (a) use the other party's Confidential Information solely for the performance of this Agreement, (b) protect it with at least the same degree of care as its own comparable information and in any event with reasonable care, and (c) disclose it only to employees, agents or consultants who necessarily need to know and who are bound in writing by comparable confidentiality obligations.

10.2 Exceptions

The obligations of section 10.1 do not apply to information that (a) is or becomes publicly known without breach by the receiving party, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is independently developed without use of the Confidential Information, or (d) must be disclosed pursuant to a court order or statutory obligation, in which case the receiving party will — to the extent legally permitted — notify the disclosing party in advance.

10.3 Return and destruction

Upon termination of the Agreement, each party will, at the other party's request, return or destroy the other party's Confidential Information in its possession, subject to reasonable backup copies which remain subject to the confidentiality obligation.

11. Intellectual Property and Feedback

11.1 eBrain IP

eBrain and its licensors retain all rights, title and interest in the Service, its associated documentation, software, models, methods, trademarks, logos and trade names ("eBrain IP"). Nothing in this Agreement transfers any IP rights to the Customer; only a limited license to use the Service is granted as set out in section 2.2.

11.2 Feedback

If the Customer or a User provides suggestions, ideas, improvement proposals or other feedback regarding the Service ("Feedback"), the Customer grants eBrain a perpetual, irrevocable, worldwide, royalty-free and sublicensable license to use, integrate and commercially exploit such Feedback, without any obligation of compensation or attribution.

11.3 Name and logo

eBrain may use the Customer's name and logo on its website, in marketing materials and in customer references, to indicate that the Customer uses the Service. The Customer may opt out at any time by writing to [email protected]; eBrain will, within a reasonable period after receipt of such opt-out, cease use of the Customer's name and logo.

12. Beta Features

12.1 Designation

Functionalities designated as Beta Features are made available on an "as is" and "as available" basis.

12.2 No service level

No availability commitments, support levels or compatibility guarantees apply to Beta Features. eBrain may modify, restrict or discontinue Beta Features at any time.

12.3 Risk

Use of Beta Features is at the Customer's own risk. eBrain advises against using Beta Features in production processes or in situations where reliable outcomes are critical.

12.4 Feedback

The Customer is invited to share experiences with Beta Features; such feedback is governed by section 11.2.

13. Switching and Exit (EU Data Act)

This section implements Article 25 EU Data Act and sets out the Customer's right to switch to another provider or to its own infrastructure.

13.1 Right to switch

The Customer has the right, at any time during the Subscription Term, to initiate a switching request to (a) another provider of comparable services, (b) its own on-premises infrastructure, or (c) a combination of providers. eBrain will not impose contractual, technical or organizational obstacles to the switching process.

13.2 Notice period

The Customer initiates the switching process by written notice to [email protected]. The notice period is two (2) calendar months, commencing on the first day of the calendar month following receipt of the switching request, with termination taking effect on the last day of that notice period. The Customer may, in the switching request, specify a shorter notice period, provided it does not exceed the two-month maximum under Article 25 EU Data Act. Upon completion of the switching process, this Agreement terminates by operation of law.

13.3 Transition period

eBrain supports the switching during a transition period of 30 days, calculated from the expiry of the notice period. Where the switching is technically complex, eBrain may, in consultation with the Customer, extend the transition period to a maximum of seven (7) months, provided eBrain gives written reasons for the extension. The Customer has a one-time right to extend the transition period on its request to a more reasonable period.

13.4 Service continuity

During the notice and transition periods, eBrain keeps the Service available at the agreed level and maintains an appropriate level of security in respect of Customer Content.

13.5 Reasonable assistance

eBrain provides the Customer and — where designated by the Customer — the destination provider with reasonable assistance during the switching process, including making exportable Customer Content available in a structured, commonly used and machine-readable format. eBrain is not required to rebuild the Customer's environment at the destination provider or perform custom migrations.

13.6 Exportable data and digital assets

On request, eBrain makes available a current list of Customer Content and digital assets that can be exported, the available procedures and formats, and any known technical limitations. Personal data is exported in accordance with the GDPR; other Customer Content in accordance with this section.

13.7 Period for retrieval

After completion of the switching process, or after expiry of the transition period, the Customer has at least 30 days to retrieve exported Customer Content. After that period, the Customer Content is deleted in accordance with section 14.6 and the Privacy Policy.

13.8 Switching charges and effort on request

(a) Standard switching charges. Until 12 January 2027, eBrain may charge the Customer reasonable and reduced fees for the actual switching process, limited to the costs actually incurred by eBrain that are directly linked to the switching process. From 12 January 2027, eBrain will not charge any switching fees for the standard switching obligations under the EU Data Act.

(b) Effort on request. Where the Customer requests services that go beyond the standard switching obligations under sections 13.1 through 13.7 of this Agreement and the EU Data Act — including but not limited to conversion of data into a specific format chosen by the Customer, acceleration of the switching process beyond the standard timelines, extension of the data retrieval period under section 13.7, custom migrations, or rebuilding of the Customer's environment at the destination provider — such services may be provided subject to a separate written agreement specifying the scope and applicable fees. The right to charge for such services is not affected by section 13.8(a) and remains permissible after 12 January 2027.

(c) Standard obligations remain available without charge. For the avoidance of doubt, the standard switching obligations set out in sections 13.1 through 13.7 remain available to the Customer without charge from 12 January 2027, regardless of any services offered under subsection (b).

13.9 Relationship with termination

The right set out in this section does not affect either party's right to terminate the Agreement in accordance with section 14 for breach or other grounds.

13.10 Early termination compensation

(a) Compensation. If the Customer exercises its switching right under this section 13 before the end of the then-current Subscription Term, the Customer remains liable for: (i) Fees accrued up to the effective termination date; (ii) any reasonable switching charges under section 13.8 (until 12 January 2027); and (iii) repayment of any term-commitment discount granted by eBrain for the then-current Subscription Term. The discount is calculated as the difference between (A) the standard non-committed (month-to-month) Fees that would have applied for the period during which the Customer received the Service under the then-current Subscription Term, and (B) the discounted Fees actually paid for that period. Where no term-commitment discount was granted, no compensation is due under this subsection.

(b) Nature of the compensation. This compensation is intended to neutralize the term-commitment discount the Customer has enjoyed in exchange for committing to the agreed Subscription Term, and to compensate eBrain for foregone revenue and non-recoverable investments. It qualifies as an "early termination penalty" within the meaning of Article 29(4) EU Data Act and not as a switching charge within the meaning of Article 29(1)–(3); this compensation obligation therefore continues to apply after 12 January 2027.

(c) Exclusions. No early termination compensation is due where: (i) the Subscription is a month-to-month subscription without a fixed minimum term; (ii) no Fees are owed (for example, during a beta period under section 4.2); (iii) the Subscription Term was not subject to a term-commitment discount (in which case there is no discount to repay under subsection (a)(iii)); or (iv) the Customer terminates pursuant to a provision of this Agreement that expressly grants a right of termination without compensation, including section 4.7 (price changes), section 14.4 (in the event of eBrain's material breach) and section 19.9 (amendment to the Agreement).

(d) Termination by eBrain. Where eBrain terminates the Agreement other than for the Customer's attributable breach, no early termination compensation is due and eBrain refunds prepaid Fees pro rata for the unused portion of the Subscription Term.

14. Term and Termination

14.1 Term

This Agreement commences on (a) the start date of the first Order Form, or (b) for Subscriptions taken directly by the Customer without an Order Form, on the date the Customer first creates an Account and accepts this Agreement. The Agreement remains in force until terminated in accordance with this section or section 13.

14.2 Cancellation by the Customer

(a) Self-serve Subscriptions. Where the Customer subscribes to the Service on a month-to-month basis without an Order Form, the Customer may cancel the Subscription at any time via the cancellation functionality within the Service. Cancellation takes effect at the end of the then-current billing cycle. No notice period beyond the current cycle applies, and no early termination compensation is due.

(b) Order Form Subscriptions — non-renewal. For a Subscription under an Order Form, the Customer may give written notice of non-renewal at least 30 days before the end of the then-current Subscription Term. Upon timely non-renewal, the Agreement terminates at the end of the Subscription Term and no early termination compensation is due.

(c) Mid-term termination. For mid-term termination by the Customer of an Order Form Subscription, see section 13 (Switching and Exit) and section 13.10 (Early termination compensation).

14.3 Termination for Convenience

(a) By the Customer. The Customer's right to terminate this Agreement for its convenience is exercised through the cancellation, non-renewal or switching mechanisms set out in section 14.2 and section 13.

(b) By eBrain. eBrain may terminate this Agreement for its convenience (i.e., without ground of attributable breach by the Customer) by giving the Customer at least thirty (30) days' prior written notice. Where eBrain terminates under this subsection, eBrain refunds prepaid Fees pro rata for the unused portion of the then-current Subscription Term, and no early termination compensation is due from the Customer.

14.4 Termination for Cause

Either party may terminate this Agreement if the other party is in attributable breach of a material obligation and fails to remedy that breach within 30 days of written notice of default. Where the breach is by its nature irremediable, the cure period does not apply.

14.5 Extraordinary suspension and termination

eBrain may immediately suspend the Service or terminate this Agreement if (a) the Customer acts in breach of section 6 (Acceptable Use), (b) an urgent security or compliance need so requires, or (c) the Customer is in a state of bankruptcy, suspension of payments or a comparable insolvency situation. eBrain will notify the Customer as soon as reasonably possible of such measure.

14.6 Consequences of termination

Upon termination, the Customer's right to use the Service ceases. Customer Content is deleted as described in the Privacy Policy: from primary systems within 30 days after the termination date; backups expire on a rolling schedule, typically within 90 days. Statutory retention obligations (including the tax retention obligation for invoice data) remain an exception.

14.7 Survival

Provisions which by their nature are intended to survive termination of this Agreement remain in force after termination, including, without limitation, sections 5.1, 7.3, 8, 10, 11, 13.10, 14.6, 15, 16, 17, 18 and 19.

15. Indemnification

15.1 Customer indemnification

The Customer indemnifies eBrain, its subsidiaries, affiliates, officers, directors, employees, contractors and agents from and against all claims, damages, fines and reasonable fees and expenses (including reasonable attorney fees) arising out of or in connection with (a) Customer Content, (b) the Customer's or its Users' use of the Service in breach of this Agreement, (c) the Customer's breach of applicable laws and regulations, or (d) breach of section 6 (Acceptable Use), including expressly any deployment for Annex III high-risk purposes.

15.2 Procedure

eBrain will notify the Customer without undue delay of any claim for which indemnification is sought, give the Customer reasonable control of the defense (at the Customer's cost) and reasonably cooperate. eBrain reserves the right to participate in the defense with its own counsel at its own cost.

16. Warranties and Disclaimer

16.1 Limited warranty

eBrain will provide the Service using commercially reasonable efforts and skill, in accordance with the nature of the Service.

16.2 Disclaimer

Save as provided in section 16.1, and to the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. eBrain makes no further express or implied representations or warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability or error-free operation. eBrain does not warrant that AI output is accurate, complete or suitable for the Customer's intended use; the Customer is required to critically assess AI output before acting on it.

16.3 Availability and maintenance

Although eBrain strives for high availability, eBrain makes no specific uptime commitments in this Agreement. Maintenance windows will be announced in advance where possible; emergency maintenance and security measures may be performed without prior notice. Specific service levels may be agreed for enterprise customers in a separate SLA or Order Form.

16.4 Third-party dependencies

The Service relies on third-party services (including Google, OpenAI, Cleverbase and the sub-processors listed in the Privacy Policy). Interruptions or limitations of those services may affect the Service's operation; eBrain is not liable for such interruptions other than as provided in section 17.

17. Limitation of Liability

17.1 Maximum liability

To the maximum extent permitted by law, eBrain's total liability under or in connection with this Agreement — whether in contract, tort or otherwise — is limited, per Agreement, to the greater of (a) one thousand euros (€1,000) or (b) the total Fees paid by the Customer to eBrain in the twelve (12) months preceding the event giving rise to liability.

17.2 Excluded damages

Save for mandatory law, eBrain is not liable for indirect or consequential damages, lost profits, lost revenue, lost savings, reputational damage, loss or corruption of data, or damages from business interruption.

17.3 Exceptions to the limitation

The limitations in this section do not apply to (a) damages resulting from intent or willful recklessness by eBrain's senior management, (b) personal injury, (c) liability that cannot be excluded or limited under mandatory law, or (d) payment obligations due from the Customer under sections 4 or 13.10.

17.4 Basis of the bargain

The parties agree that the limitations in this section form a material part of the commercial balance of this Agreement and have contributed to the determination of the Fees.

18. Governing Law and Disputes

18.1 Governing law

This Agreement and all contractual and non-contractual obligations arising out of or in connection with it are exclusively governed by Dutch law. Application of the 1980 Vienna Convention on the International Sale of Goods is excluded.

18.2 Forum

All disputes arising out of or in connection with this Agreement shall be exclusively submitted to the competent court of the District Court of Amsterdam. Nothing in this provision deprives a party of the right to seek interim or protective measures before another court where necessary.

18.3 Good faith

Before submitting a dispute to court, the parties will, in good faith, attempt to resolve the dispute by senior-management-level consultation.

19. Miscellaneous

19.1 Assignment

The Customer may not assign this Agreement or any rights or obligations under it without eBrain's prior written consent. eBrain may assign this Agreement to an affiliate or to an acquirer in the context of a merger, acquisition or reorganization.

19.2 Force majeure

Neither party is liable for a failure resulting from force majeure, including war, terrorism, natural disasters, pandemics, cyber-attacks, failure of internet or telecommunications infrastructure, failure of essential sub-processors beyond the party's reasonable control, and government measures. The affected party will notify the other party as soon as possible and use reasonable efforts to mitigate the consequences.

19.3 Notices

(a) Routine notices. Notices given by eBrain to the Customer regarding changes to the Service, Subscriptions, Fees, sub-processors, this Agreement or other operational matters may be given via in-Service notification, dashboard message, or email to the administrative email address registered in the Account. The Customer is responsible for keeping the administrative email address current and for ensuring that Administrators receive and review such communications.

(b) Formal notices. Notices relating to termination, breach, indemnification claims, disputes or other material legal matters under this Agreement shall be given by email to [email protected] (for notices to eBrain) or to the administrative email address (for notices to the Customer), with confirmation of receipt requested. Such notices may also be sent by registered mail to H.J.E. Wenckebachweg 230, 1096 AS Amsterdam (for eBrain) or to the Customer's last known business address on file.

(c) Effective time. A routine notice under (a) is deemed received on the date sent. A formal notice under (b) is deemed received on the date of confirmed receipt or, in the case of registered mail, on the date of delivery.

19.4 Waiver

Failure or delay in enforcing any provision of this Agreement does not constitute a waiver of rights under that provision or any other right.

19.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. The invalid or unenforceable provision will be replaced by a valid provision that approximates the parties' original intention as closely as possible.

19.6 Independent parties

Nothing in this Agreement creates an employment, partnership, joint venture, agency or franchise relationship between the parties. The parties act as independent contractors.

19.7 Insurance

eBrain maintains appropriate insurance coverage for its business operations.

19.8 Entire agreement

This Agreement, together with the Order Form, the Privacy Policy and the DPA, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior arrangements and communications. In the event of conflict, the following order of precedence applies: (a) the Order Form, then (b) this Agreement, then (c) the Privacy Policy and the DPA (for matters they regulate).

19.9 Changes

eBrain may amend this Agreement from time to time. Amendments that are not solely to the Customer's benefit will be communicated to the Administrators at least 30 days before they take effect. If the Customer does not accept the amendment, the Customer may cancel the Agreement effective from the effective date of the amendment.

19.10 Interpretation

Headings in this Agreement are for reference only and do not contribute to interpretation. "Including" means "including without limitation".

20. Contact

For questions, comments or formal notices under this Agreement:

The eBrain Group B.V. H.J.E. Wenckebachweg 230 1096 AS Amsterdam, Netherlands Email: [email protected] Privacy: [email protected] General: [email protected] KvK: 96714239 VAT: NL867728127B01

— End of Terms of Service —