METROMINDS - TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of the MetroMinds platform and related services provided by OmniMinds Technologies B.V. ("OmniMinds", "we", "us", or "our"). By entering into an Order Form, creating an account, or accessing or using the Service, the contracting organization ("Client", "you", or "your") agrees to be bound by these Terms.

1. DEFINITIONS AND SCOPE

1.1 Service: The MetroMinds enterprise SaaS platform, dashboards, tools, libraries, workspaces, assessment functionality and associated documentation provided by OmniMinds.

1.2 Customer Data: All text, workflows, internal use cases, financial inputs, assessment responses, architecture parameters, notes, uploaded materials and operational data submitted to the Service by or on behalf of the Client.

1.3 Authorized Users: Employees, contractors, invited participants or agents authorized by the Client to access all or part of the Service.

1.4 Order Form: An ordering document, proposal or other written agreement identifying the subscription, fees, term and any agreed service-specific conditions.

1.5 Documentation: User guidance, product descriptions and technical or operational instructions made available by OmniMinds for the Service.

2. ACCOUNTS AND AUTHORIZED USERS

2.1 The Client is responsible for determining who may access its account, assigning appropriate roles, maintaining accurate user information and promptly removing access that is no longer required.

2.2 Account credentials and personal invitation links must be kept confidential and may not be shared. The Client must promptly notify OmniMinds of suspected unauthorized access or misuse.

2.3 The Client is responsible for the acts and omissions of its Authorized Users and for ensuring their use complies with these Terms and applicable law.

3. SUBSCRIPTION, FEES AND PAYMENT

3.1 Subscription Scope: The subscription scope, applicable modules, user or organization limits, fees, billing cycle and initial term are set out in the Order Form.

3.2 Fees: Fees are payable in the currency and within the payment period stated in the Order Form. Fees are exclusive of applicable taxes unless stated otherwise.

3.3 Late Payment: If an undisputed amount remains overdue after written notice and a reasonable cure period, OmniMinds may suspend affected access until payment is received. Suspension does not remove the Client's payment obligations.

3.4 Fee Changes: Fees may be changed for a renewal term by prior written notice. A change does not affect the current committed term unless agreed by the parties.

4. TERM, RENEWAL AND TERMINATION

4.1 Term: These Terms start when the Client accepts them or begins using the Service and continue for the subscription term stated in the Order Form.

4.2 Renewal: Unless the Order Form states otherwise, a subscription does not renew automatically without written agreement. If automatic renewal is agreed, the renewal and notice period will be stated in the Order Form.

4.3 Termination for Cause: Either party may terminate the affected agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice. A shorter cure period may apply where the breach creates an immediate security, legal or confidentiality risk.

4.4 Insolvency: Either party may terminate immediately if the other party enters liquidation, becomes insolvent or ceases business, except where prohibited by law.

4.5 Effect of Termination: Upon termination, access ends and outstanding fees become due. On request made before or within thirty (30) days after termination, OmniMinds will provide a reasonable export of available Customer Data in a commonly usable format where technically feasible. Customer Data will then be deleted in accordance with the DPA, subject to legal retention and backup rotation.

5. CUSTOMER DATA, PRIVACY AND CONFIDENTIALITY

5.1 Ownership of Customer Data: The Client retains all right, title and interest, including intellectual property rights, in Customer Data.

5.2 Processing Roles: OmniMinds acts as Controller for its own account administration, security, billing and business contact processing. For personal data within Customer Data, the Client generally acts as Controller and OmniMinds as Processor.

5.3 Data Processing Agreement: The MetroMinds Data Processing Agreement is incorporated into and forms part of the agreement where OmniMinds processes personal data on behalf of the Client.

5.4 No Sale or Public AI Training: OmniMinds will not sell Customer Data or use Customer Data or proprietary use cases to train, fine-tune or improve public, third-party or multi-tenant AI models.

5.5 Client Warranty: The Client warrants that it has all rights, permissions and lawful bases required to submit Customer Data and instruct its processing.

5.6 Mutual Confidentiality: Each party will protect the other party's non-public business, technical and commercial information using at least reasonable care and will use it only to perform or exercise rights under the agreement. Confidentiality does not apply to information that is public without breach, already lawfully known, independently developed or lawfully received from a third party. Required disclosures must be limited and, where lawful, preceded by notice.

6. ACCEPTABLE USE AND RESTRICTIONS

6.1 The Client and Authorized Users must not use the Service to violate law, infringe rights, introduce malicious code, bypass access controls, disrupt the Service, conduct unauthorized security testing, or process data for which they lack a lawful basis.

6.2 The Client must not reverse engineer, decompile or attempt to extract source code; scrape or duplicate the standardized use-case library for external commercial redistribution; resell access unless expressly authorized; or use the Service or its protected content to build a competing product or service.

6.3 OmniMinds may remove or restrict access to content that creates a material security or legal risk. Where reasonably possible, OmniMinds will notify the Client and allow corrective action.

7. ROI CALCULATIONS, AI OUTPUTS AND CLIENT RESPONSIBILITY

7.1 Indicative Nature: ROI models, readiness scores, cost-saving projections, timelines, benchmarks, categorizations and risk scorecards are informational planning outputs and may depend on assumptions and Client-supplied data.

7.2 No Guarantee of Results: OmniMinds does not guarantee realization of projected ROI, savings, readiness outcomes or implementation results. Outcomes depend on data quality, organizational decisions, implementation choices and external variables.

7.3 Human Review: The Service is a decision-support tool. The Client remains responsible for validating outputs and for commercial, operational, employment, legal, regulatory and investment decisions.

7.4 No Formal Legal or Audit Advice: The Service does not constitute legal advice, regulatory certification, a conformity assessment or statutory audit. The Client remains responsible for its compliance with applicable frameworks, including the EU AI Act and NIS2 where relevant.

8. OMNIMINDS INTELLECTUAL PROPERTY

8.1 OmniMinds retains all rights in the Service, including software, algorithms, databases, methodology, taxonomy, interface design, brand names, standardized use-case content and Documentation, excluding Customer Data.

8.2 Subject to these Terms and payment of applicable fees, OmniMinds grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service for internal business purposes during the subscription term.

8.3 Feedback may be used by OmniMinds to improve the Service provided that it does not identify the Client or disclose Customer Data or Client confidential information.

9. SERVICE OPERATION, SUPPORT AND CHANGES

9.1 OmniMinds will use commercially reasonable efforts to maintain the availability, security and performance of the Service. Any specific service levels or support commitments apply only if stated in an Order Form.

9.2 OmniMinds may maintain, update or modify the Service. Material reductions to core subscribed functionality will be communicated in advance where reasonably possible.

9.3 Planned maintenance will be communicated when it is expected to materially affect availability. Emergency maintenance may be performed without prior notice where necessary to protect the Service or users.

10. SUSPENSION

OmniMinds may suspend affected access where reasonably necessary to address a security incident, unlawful use, material breach, risk to other customers or the Service, or overdue undisputed fees. OmniMinds will limit suspension to the affected scope and restore access after the cause is resolved where reasonably possible.

11. WARRANTIES, DISCLAIMERS AND LIABILITY

11.1 Each party warrants that it has authority to enter into the agreement. OmniMinds warrants that it will provide the Service with reasonable professional care.

11.2 Except for express warranties in the agreement, the Service is provided on an as-available basis to the maximum extent permitted by law. OmniMinds does not warrant uninterrupted or error-free operation or that every output will be complete or suitable for a particular decision.

11.3 OmniMinds will not be liable for indirect, incidental, special or consequential loss, loss of profit, loss of anticipated savings, or decisions made by the Client based on Service outputs, except where such exclusion is prohibited by law.

11.4 To the maximum extent permitted by law, OmniMinds' aggregate liability arising from the Service or agreement is capped at the fees paid or payable by the Client for the affected Service during the twelve (12) months preceding the event giving rise to the claim. This cap does not apply where liability cannot lawfully be limited, including liability arising from fraud, wilful misconduct or other mandatory legal exceptions.

12. FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including severe cyberattacks, widespread telecommunications failure, government action, natural disaster or material disruption of upstream infrastructure. The affected party will take reasonable steps to mitigate the impact and resume performance.

13. CHANGES TO TERMS

OmniMinds may update these Terms for legal, security or service reasons. Material changes will be notified in advance and will normally take effect at renewal. Changes required urgently by law or to address a material security risk may take effect earlier. If a material change substantially disadvantages the Client during a committed term, the parties will discuss a reasonable solution.

14. GENERAL

14.1 Order of Precedence: If documents conflict, the order is: the signed Order Form or negotiated agreement; the DPA for personal data processing matters; these Terms; and the Documentation, unless expressly stated otherwise.

14.2 Assignment: Neither party may assign the agreement without the other's prior written consent, except to an affiliate or in connection with a merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the obligations.

14.3 Severability: If a provision is unenforceable, it will be adjusted to the minimum extent necessary and the remaining provisions continue in effect.

14.4 No Waiver: Failure to enforce a right is not a waiver of that right.

14.5 Entire Agreement: The agreement and incorporated documents form the entire agreement regarding the Service and replace prior discussions on the same subject.

14.6 Notices: Formal notices must be sent to the business or legal contact stated in the Order Form, with a copy to any address designated for legal notices.

15. GOVERNING LAW AND JURISDICTION

These Terms and disputes arising from them are governed by the laws of the Netherlands. The competent courts of the judicial district where OmniMinds Technologies B.V. maintains its statutory seat have exclusive jurisdiction, unless mandatory law requires otherwise.