Debat.NL, we, us - Debat.NL B.V. (KvK 52870251), Rijnsburgerweg 56, 2333 AC Leiden, Netherlands

Customer, you - the legal entity that signs an order form or otherwise uses the service agreement - these terms, every order form and any documents incorporated by reference service - the Debat.EU cloud software, APIs, mobile apps, documentation and related support (if agreed)

Order form - any ordering document executed by both parties (including online checkout) subscription term - the period stated in an order form during which customer may use the service

User - an individual authorised by customer to access the service

Order Form – any order document signed by both parties (including online purchase)

Confidential information - information defined in clause 9

Fees paid - amounts actually received by Debat.NL from customer (cleared funds) during the relevant look-back period; invoiced but unpaid amounts are excluded until settled

2.1 This agreement consists of the following documents, which together govern the customer’s use of the services provided by Debat.NL B.V.:

• These general terms and conditions,
• The service description and any associated appendices,
• The privacy statement, and
• The end-user terms of use presented in the app.

2.2 In the event of a conflict between the provisions of these documents, the following order of precedence shall apply:

• (1) These general terms and conditions,
• (2) The service description and appendices,
• (3) The end-user terms of use,
• (4) The data processing agreement.

2.3 The end-user terms of use govern the behaviour, rights, and obligations of individual users accessing the DebatEU app under the customer's license. The customer acknowledges and agrees that such end users must accept the end-user terms of use before accessing the app, and that compliance with those terms forms an integral part of the service. The customer remains responsible for ensuring that its users behave in accordance with these terms.

3.1 Non-exclusive, non-transferable right for users to access the service during the subscription term for customer’s internal business purposes.

3.2 The service is subscription-based; no software is sold.

3.3 Customer shall not reverse-engineer, bypass limits, resell, build a competing service, or upload unlawful content.

3.4 Suspension. Debat.NL may suspend the service immediately for customer breach, security risk or legal requirement and will reinstate once resolved.

3.5 Fair-usage policy. Usage limits are in the documentation or order form. Debat.NL may throttle, charge overage, or require upgrade if limits are exceeded; excessive API traffic may be rate-limited or blocked.

3.6 Service modifications. Debat.NL may make backward-compatible changes at any time; backward-incompatible changes require at least 60 days’ notice and a migration path where
feasible.

3.7 Availability. Unless an SLA is agreed, the service is provided on a commercially reasonable best-effort basis without uptime guarantee.

3.8 Acceptable use. Customer and users must not:

• a) Violate any law, IP right, privacy right, export-control or sanctions rule;
• b) Create, store or transmit illegal, exploitative, hateful or extremist content, including terrorist propaganda or child sexual abuse material;
• c) Request or process personal data of minors without lawful basis;
• d) Create malware, phishing, spam or facilitate network abuse;
• e) Provide professional medical, legal or financial advice without proper qualification and disclaimers;
• f) Reverse-engineer or extract source models, embeddings or proprietary parameters;
• g) Publicly benchmark the service without Debat.NL’s written consent;
• h) Attempt to re-identify anonymised data or bypass content-moderation controls. Breach of this clause is a material breach permitting immediate suspension or termination.

4.1 Customer is responsible for all activity under its accounts, credential security and legality of customer data.

4.2 Customer shall comply with EU, US and UN export-control and sanctions laws and indemnifies Debat.NL for violations.

4.3 Customer warrants it holds all rights necessary for uploaded data.

5.1 Fees are invoiced in advance for the entire subscription term and payable within 30 days of invoice.

5.2 Late payments accrue statutory commercial interest plus reasonable collection costs.

5.3 Fees are non-refundable except under clauses 8 or 12.

5.4 If Debat.NL terminates for customer breach, prepaid fees are non-refundable.

6.1 All IP in the service remains with Debat.NL or its licensors.

6.2 Customer owns customer data and grants Debat.NL a license to process it solely to provide and improve the service.

6.3 Debat.NL may use feedback without restriction.

6.4 Open-source components. Portions of the service may include open-source software under their own licenses; Debat.NL disclaims warranties and liability for such components.

6.5 Training-data disclaimer. AI outputs may include fragments of public content; Debat.NL disclaims liability for reuse of any fragment exceeding 50 consecutive characters.

7.1 Each party complies with data-protection law; Debat.NL is processor for customer data and controller for account/usage data.

7.2 Processing is governed by the data processing addendum.

7.3 Debat.NL uses encryption in transit and at rest, least-privilege access controls and 30-day log retention.

7.4 Debat.NL notifies customer without undue delay of personal-data breaches; assistance beyond 8 person-hours per incident is chargeable.

7.5 Cookie/local-storage use: only a short-lived authentication token; no analytics or advertising cookies.

7.6 Data-localisation disclaimer. EU residency applies solely to customer content. Technical telemetry and support metadata may be processed outside the EU under SCCs or the EU-US DPF.

8.1 Debat.NL warrants material conformity of the service under normal documented use and reasonable skill in service delivery.

8.2 If Debat.NL cannot remedy a breach of warranty within a commercially reasonable time, customer may terminate the affected subscription and receive a pro-rata refund of unused prepaid fees.

8.3 AI outputs are machine-generated and must be validated by customer.

8.4 Except as stated, the service is provided “as is”; all implied warranties are disclaimed.

9.1 Each party will keep confidential information secret, use it only to perform the agreement, and protect it with reasonable care.

9.2 Obligations do not apply to publicly available, pre-known, independently developed or lawfully received information.

9.3 Disclosures required by law are permitted with prior notice where lawful.

10.1 Debat.NL will defend customer against third-party patent or copyright claims alleging that the service infringes such rights and pay resulting damages, provided customer promptly notifies Debat.NL, grants sole control, and cooperates. Debat.NL may obtain a licence, modify the service or terminate with refund.

10.2 Customer will defend and indemnify Debat.NL against claims, losses and costs arising from customer data, unlawful prompts, export-control or sanctions breaches, or customer’s breach of law.

10.3 Total liability under this clause is capped at the fees paid by customer in the 12 months preceding the claim.

11.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or goodwill.

11.2 For all claims not covered by clause 10, each party’s aggregate liability is capped at the fees paid for the affected subscription in the 12 months preceding the event.

11.3 Caps do not apply to indemnities, unpaid fees, or liability that cannot be limited by law.

12.1 The agreement continues until all subscription terms end.

12.2 Either party may terminate for material breach not cured within 30 days of written notice.

12.3 Customer may terminate for convenience on 30 days’ notice; all remaining fees for the subscription term become immediately payable as an early-termination fee.

12.4 Upon termination, customer access ends; Debat.NL will delete or return customer data within 90 days unless law requires retention.

12.5 Clauses 6, 8.4, 9, 10, 11, 12.4-12.5, 15 and payment obligations survive termination.

No liability for delay or failure caused by events beyond reasonable control; fees for delivered services remain payable. If force majeure persists for more than 45 consecutive days, Debat.NL may terminate without liability.

Neither party may assign the agreement without the other’s written consent, except to an affiliate or successor in a merger or asset sale. Debat.NL may subcontract but remains responsible for subcontractors.

Notices must be in writing and sent by e-mail to kroes@debat.eu (for Debat.NL) or to the address in the order form, or delivered by courier to the recipient’s registered address.

No waiver of any right under this agreement will be effective unless made in writing. If any provision of this agreement is found to be invalid or unenforceable, it shall be replaced by a valid provision that reflects the original intent as closely as possible, and the remainder of the agreement shall remain in full force and effect. This agreement constitutes the entire agreement between the parties and supersedes all prior proposals, discussions, and agreements relating to its subject matter. Headings are included for convenience only and do not affect interpretation.

The agreement is governed by dutch law. The courts of amsterdam have exclusive jurisdiction, but Debat.NL may seek injunctive relief in any competent court to protect intellectual-property or confidentiality rights.