TERMS OF SERVICE

TemsSoft B.V., trading as TemsAI

Version 2.0

Effective date: 01.10.2025

These Terms of Service (the "Terms") govern the provision and use of the TemsAI platform, mobile applications and related services. They constitute a binding agreement between TemsSoft B.V., a private limited company incorporated under the laws of the Netherlands in Utrecht under the registration number 95784004 with VAT number NL867296859B01, trading as "TemsAI" (hereinafter "TemsAI", "the Company", "we" or "us"), and the organisation that subscribes to or uses the Services (hereinafter the "Customer" or the "Licensee").

Enquiries relating to these Terms shall be directed to: welcome@tems.ai

1. ACCEPTANCE AND STRUCTURE OF THE AGREEMENT

1.1 These Terms take effect upon the earlier of the Customer's acceptance of them, whether by electronic acceptance, by execution of an order form, by creation of an account, or by any use of the Services.

1.2 Where an individual accepts these Terms on behalf of an organisation, that individual warrants that they are duly authorised to bind that organisation, and that organisation shall be the Customer for all purposes of these Terms.

1.3 The agreement between the parties (the "Agreement") comprises, in the following order of precedence in the event of conflict: (a) any order form executed by both parties; (b) the Data Processing Agreement published at www.tems.ai/legal/dpa; (c) these Terms. The Data Processing Agreement forms an integral part of these Terms, and by accepting these Terms the Customer accepts that agreement.

1.4 The Privacy Policy published at www.tems.ai/legal/privacy describes the processing of personal data by the Company and is incorporated by reference for information purposes.

1.5 These Terms apply to business use of the Services. The Services are business applications and are not offered to consumers. Any terms proposed by the Customer, including terms contained in purchase orders, vendor portals, supplier codes of conduct or standard purchasing conditions, are excluded and shall have no effect unless expressly accepted in writing by an authorised representative of the Company.

2. DEFINITIONS

2.1 "Authorised Users" means the Customer's employees, officers, contractors, associates, agents and any other person to whom the Customer grants access to the Services or on whose behalf the Customer submits content to the Services.

2.2 "Customer Content" means all data, documents, images, video, audio, source media and other material uploaded to, captured within, submitted to, or generated from material supplied to the Services by or on behalf of the Customer or any Authorised User.

2.3 "Services" means the TemsAI platform, mobile applications, and associated support and hosting, as subscribed to by the Customer.

2.4 "Subscription Term" means the period stated in the order form or, absent an order form, the period for which fees have been paid.

3. GRANT OF RIGHTS

3.1 Subject to compliance with these Terms and payment of the applicable fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, for its own internal business purposes and for the number of Authorised Users subscribed for.

3.2 The Customer retains all right, title and interest in and to Customer Content. The Customer grants the Company a limited, non-exclusive, royalty-free licence to host, store, process, transmit, transcode, analyse and display Customer Content, solely to the extent necessary to provide, secure, support and maintain the Services for that Customer, and for no other purpose.

3.3 The Company shall not use Customer Content, or any personal data contained within it, to train, fine-tune or otherwise improve any generally available machine learning model, whether operated by the Company or by any third party.

3.4 The Company may generate and use aggregated and anonymised statistics derived from the operation of the Services, including volumes of use, adoption of features, and metrics of performance and quality, for the purposes of operating, securing, benchmarking and improving the Services. Such statistics shall identify neither any individual nor any Customer, shall not constitute personal data, and shall be disclosed only in a form which does not identify the Customer.

3.5 All right, title and interest in and to the Services, including the software, platform architecture, artificial intelligence models, algorithms, methodology, workflow logic, user interfaces, documentation and trade marks of the Company, and all intellectual property rights therein, remain vested exclusively in the Company. No rights are granted save as expressly stated in these Terms.

3.6 Where the Customer provides feedback, suggestions or proposals concerning the Services, the Company may use them without restriction and without obligation of any kind to the Customer.

4. THE CUSTOMER'S RESPONSIBILITIES

4.1 Closed platform; control of access. The Services are not a publicly available platform. No content within the Customer's environment is accessible to the general public, and the Company does not determine, select or approve which persons may access the Customer's account or Customer Content. The Customer alone determines which of its employees, associates, contractors and third parties are granted access, at what level of permission, and for what period.

4.2 It is accordingly the sole responsibility of the Customer to satisfy itself, prior to granting any such access, that the access complies with all applicable laws and regulations, including data protection, privacy, confidentiality and employment legislation, and with the Customer's own internal policies, works council arrangements and confidentiality obligations, and to obtain any approvals or consents required in respect of that access.

4.3 Responsibility for Customer Content. The Company processes only such Customer Content as is submitted to the Services by the Customer or its Authorised Users, and does so solely upon the Customer's instructions. The Customer is solely and fully responsible for all Customer Content, including its accuracy, quality, legality and appropriateness, the manner in which it was collected, and its compliance with all applicable laws, regulations and internal policies. The Company exercises no control over Customer Content, does not determine what is submitted, and has no obligation to review, monitor, verify or moderate it.

4.4 Consents in respect of individuals. Prior to the submission to the Services of any material containing the image or voice of an individual, the Customer shall provide all notices and obtain all consents, authorisations and works council or employee representative approvals required in every relevant jurisdiction, including the jurisdiction of the individual concerned.

4.5 Authorised Users. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, and shall ensure that each Authorised User complies with these Terms.

4.6 Account security. The Customer is responsible for the confidentiality of account credentials, for the configuration of user roles, permissions and retention settings within the Services, and for promptly notifying the Company of any suspected unauthorised access.

4.7 The Customer shall not submit to the Services any special categories of personal data within the meaning of Article 9 of Regulation (EU) 2016/679, personal data relating to criminal convictions or offences, government identifiers, payment card data, or personal data of children, save as expressly agreed in writing with the Company.

5. ACCEPTABLE USE

5.1 The Customer shall not, and shall procure that its Authorised Users shall not:

(a) use the Services for any unlawful purpose, or in breach of any applicable law or regulation;

(b) submit content which infringes the intellectual property, privacy, publicity or other rights of any third party, or in respect of which the required consents have not been obtained;

(c) submit content which is unlawful, defamatory, obscene, or which constitutes classified or export-controlled information;

(d) use the Services for military, intelligence or weapons-related purposes;

(e) attempt to gain unauthorised access to the Services, any account other than its own, or any underlying system or network;

(f) introduce malicious code, or interfere with or disrupt the integrity or performance of the Services;

(g) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models or architecture of the Services, save to the extent such restriction is prohibited by applicable law;

(h) access the Services by automated means other than by interfaces provided or approved by the Company, or use the Services to build a competing product or service;

(i) resell, sublicense, rent or otherwise make the Services available to any third party who is not an Authorised User;

(j) impersonate any person or misrepresent an affiliation with any person or entity.

5.2 Prohibited applications of artificial intelligence. The Services are supplied for guidance, knowledge access, onboarding, training and workflow support (the "Permitted Use"). The Customer shall not use the Services:

(a) to take or support decisions concerning recruitment, selection, promotion, termination or other decisions bearing upon the employment relationship;

(b) to allocate tasks by reference to individual behaviour or personal characteristics;

(d) for emotion recognition in the workplace;

(e) for any purpose prohibited under Regulation (EU) 2024/1689 (the "EU AI Act") or comparable legislation.

5.3 Where the Customer uses the Services outside the Permitted Use, substantially modifies them, places them on the market under its own name or trade mark, or integrates them into a high-risk artificial intelligence system, the Customer assumes the obligations of a provider under the EU AI Act in respect of that use, and shall indemnify the Company in accordance with Clause 10.

5.4 The Company may suspend access to the Services, in whole or in part, where it reasonably believes that a breach of this Clause 5 has occurred, that continued use presents a risk to the security or integrity of the Services or to any third party, or where required by law. The Company shall, where practicable, give prior notice and shall restore access promptly once the cause has been remedied.

6. OPTIONAL FEATURES AND CONFIGURATION

6.1 The functionality of the Services does not require the faces or voices of individuals to appear in submitted material. The determination of what material is captured, by whom and in what form rests exclusively with the Customer.

6.2 In the default configuration, the Services do not store, display or play back the voice of any individual. Audio contained in submitted material is processed transiently for the sole purpose of automated transcription, and the content delivered to users consists of captions, textual guidance and visual instruction.

6.3 Certain subscription plans permit the Customer to enable: machine-generated voice-over, employing a synthesised voice which at no time reproduces or synthesises the voice of any individual; the retention and display of original audio; and the automated blurring of faces in images and video.

6.4 The selection of a subscription plan, and the activation of any feature within it, is the decision of the Customer alone. The Company does not select, recommend or determine the configuration appropriate to the legal, operational or jurisdictional circumstances of the Customer, and shall have no liability arising from the Customer's selection or non-selection of any plan or feature. Where the Customer elects to retain original audio, or elects not to enable automated blurring, the Customer alone determines the purposes and means of that processing and bears sole responsibility for its lawfulness.

7. CONTENT GENERATED BY THE SERVICES

7.1 Content generated by the Services, including work instructions, training material and guidance, is produced from sources supplied or selected by the Customer.

7.2 The Customer is responsible for reviewing, validating and approving all generated content prior to operational use, and in particular prior to any use bearing upon health, safety, quality or regulatory compliance.

7.3 The Company gives no warranty as to the accuracy, completeness or fitness for a particular purpose of generated content, and shall bear no responsibility for operational, safety, employment or compliance decisions taken by the Customer or its Authorised Users. The Services shall not be relied upon as the sole source of instruction in any safety-critical application without the Customer's own verification and approval.

8. FEES, TERM AND TERMINATION

8.1 The Customer shall pay the fees stated in the applicable order form or subscription plan. Unless otherwise stated, fees are exclusive of value added tax and other applicable taxes, are payable within thirty (30) days of the date of invoice, and are non-refundable save as expressly provided in the Agreement.

8.2 The Company may charge interest on overdue amounts at the statutory commercial rate applicable in the Netherlands, and may suspend the Services where an undisputed invoice remains unpaid for more than thirty (30) days following written notice.

8.3 The Agreement continues for the Subscription Term and renews automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.4 Either party may terminate the Agreement with immediate effect by written notice where the other party commits a material breach which is not remedied within thirty (30) days of written notice requiring its remedy, or becomes subject to insolvency, administration or an equivalent procedure.

8.5 The Company may amend the fees with effect from the commencement of a renewal term, upon not less than sixty (60) days' written notice. Where the Customer does not accept the amended fees, it may give notice of non-renewal within that period.

8.6 Upon termination or expiry, the Customer's right to access the Services ceases. The Customer may export Customer Content using the functionality of the Services during the Subscription Term and for thirty (30) days thereafter. Thereafter, Customer Content is returned or erased in accordance with the Data Processing Agreement.

8.7 Termination does not relieve the Customer of the obligation to pay fees accrued prior to the effective date of termination.

9. WARRANTIES, SUPPORT AND DISCLAIMER

9.1 The Company warrants that it shall provide the Services with reasonable skill and care, in accordance with the description of the Services then published, and in compliance with applicable law.

9.2 The Company shall use commercially reasonable endeavours to make the Services available, and shall provide support in accordance with the support terms applicable to the Customer's subscription plan. Planned maintenance shall, wherever practicable, be notified in advance and carried out outside normal business hours.

9.3 Save as expressly stated in Clause 9.1, and to the fullest extent permitted by law, the Services are provided on an "as is" basis and the Company excludes all other warranties, conditions and representations, whether express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement.

9.4 The Company does not warrant that the Services will be uninterrupted or free of error, that they will operate in combination with any hardware, software or system not supplied by the Company, or that defects will be corrected. The Company is not responsible for the Customer's own systems, identity provider, network, devices, third-party integrations or configuration choices, nor for interruptions attributable to third-party services or networks.

10. INDEMNITY BY THE CUSTOMER

10.1 The Customer shall defend, indemnify and hold harmless the Company and its affiliates against all claims, proceedings, losses, damages, fines, penalties and reasonable costs, including legal fees, arising from or in connection with:

(a) Customer Content, including its content, accuracy, legality, the manner of its collection, and the absence of any required consent, notice, authorisation or approval;

(b) any breach by the Customer or its Authorised Users of Clauses 4 or 5;

(d) any use of the Services outside the Permitted Use; and

(e) any claim brought by an Authorised User, an employee of the Customer, or any other individual arising from Customer Content or from access granted by the Customer.

10.2 The indemnity in Clause 10.1 is not subject to any limitation or exclusion of liability set out in these Terms.

11. INDEMNITY BY THE COMPANY

11.1 The Company shall defend the Customer against any claim by a third party alleging that the Services, as supplied by the Company and used in accordance with the Agreement, infringe that third party's intellectual property rights within the European Economic Area, and shall pay any damages finally awarded or agreed in settlement, provided that the Customer notifies the Company promptly, grants the Company sole control of the defence, and provides reasonable assistance.

11.2 The Company shall have no obligation under Clause 11.1 where the claim arises from Customer Content, from use of the Services in breach of the Agreement, from modification of the Services other than by the Company, or from combination of the Services with any product or system not supplied by the Company.

11.3 Where a claim under Clause 11.1 arises or is likely to arise, the Company may at its option procure the right for the Customer to continue using the Services, modify or replace the affected part of the Services, or terminate the affected Services upon written notice with a pro-rata refund of prepaid fees for the unused period. This Clause 11 states the entire liability of the Company in respect of intellectual property infringement.

12. LIMITATION OF LIABILITY

12.1 Nothing in the Agreement excludes or limits the liability of either party for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for intent or wilful misconduct, or for any other liability which cannot be excluded or limited under applicable law.

12.2 Subject to Clause 12.1, neither party shall be liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, business interruption, or loss or corruption of data caused by the other party, in each case whether arising in contract, tort or otherwise.

12.3 Subject to Clauses 12.1 and 12.2, and save in respect of the Customer's indemnity under Clause 10 and the Customer's obligation to pay fees, the total aggregate liability of each party to the other in respect of all claims arising under or in connection with the Agreement, whether in contract, tort, including negligence, or otherwise, shall not exceed the total fees paid by the Customer under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

12.4 The liability of the Company and its affiliates is aggregated and, taken together, shall not exceed the amount stated in Clause 12.3.

12.5 The liability of the Company shall be reduced to the extent that the loss is caused or contributed to by the Customer's breach of Clause 4 or 5, by its configuration of the Services, by its activation or non-activation of any optional feature, by its use of the Services outside the Permitted Use, or by its failure to review generated content in accordance with Clause 7.

12.6 No claim may be brought under the Agreement more than twelve (12) months after the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, save where a longer period is required by mandatory law.

12.7 The Customer acknowledges that the fees have been set in reliance upon the allocation of risk set out in this Clause 12.

13. DATA PROTECTION AND CONFIDENTIALITY

13.1 The processing of personal data in connection with the Services is governed by the Data Processing Agreement published at www.tems.ai/legal/dpa, which forms an integral part of these Terms. In respect of the processing of personal data, that agreement prevails over these Terms.

13.2 Each party shall keep confidential all non-public information of the other party disclosed in connection with the Agreement, shall use it only for the purposes of the Agreement, and shall protect it with no less care than it applies to its own confidential information. This obligation does not apply to information which is or becomes public otherwise than by breach, which was lawfully known prior to disclosure, or which is required to be disclosed by law or by a competent authority, provided that, where lawful, prior notice is given.

13.3 The Company maintains an information security management system certified to ISO/IEC 27001 and applies the technical and organisational measures described in the Data Processing Agreement.

13.4 The Customer may identify the Company's use of its name and logo as a customer reference only where the Customer has given prior written consent, which may be withdrawn on reasonable notice.

14. AMENDMENT OF THESE TERMS

14.1 The Company may amend these Terms upon not less than thirty (30) days' written notice, including notice given by electronic mail to account administrators or by publication within the Services.

14.2 Where an amendment materially and adversely affects the rights of the Customer, the Customer may terminate the Agreement by written notice given before the amendment takes effect, with a pro-rata refund of prepaid fees for the unused period. Continued use of the Services following the effective date of an amendment constitutes acceptance of it.

14.3 Amendments required by a change in applicable law, or by the requirements of a supervisory authority or certification body, take effect upon the date required by that change or requirement.

15. GENERAL PROVISIONS

15.1 Force majeure. Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, provided that it notifies the other party and uses reasonable endeavours to mitigate the effect. This does not apply to obligations to pay.

15.2 Assignment. Neither party may assign or transfer the Agreement without the prior written consent of the other, save that either party may assign it to an affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all of its assets.

15.3 Sub-contracting. The Company may engage sub-contractors and sub-processors in the provision of the Services, and remains responsible for their performance. Sub-processors are engaged in accordance with the Data Processing Agreement and are identified at www.tems.ai/legal/sub-processors.

15.4 Notices. Notices shall be given in writing to the electronic mail address recorded on the Customer's account and, in the case of notices to the Company, to legal@tems.ai. Notices are deemed received on the next business day following transmission.

15.5 Severability. If any provision of the Agreement is held invalid or unenforceable, the remainder continues in full force, and the parties shall replace the affected provision with a valid provision achieving as nearly as possible the same commercial effect.

15.6 No waiver. Failure or delay in exercising any right under the Agreement does not constitute a waiver of that right.

15.7 Third parties. Save as expressly provided, no person other than the parties may enforce any provision of the Agreement. The affiliates and sub-processors of the Company may rely upon the limitations and exclusions in Clause 12.

15.8 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, understandings and agreements, whether written or oral. Nothing in this Clause limits liability for fraudulent misrepresentation.

15.9 Survival. Clauses 3.5, 4.3, 7, 8.7, 10, 12, 13 and 15 survive termination or expiry of the Agreement.

15.10 Governing law and jurisdiction. The Agreement is governed by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The courts of Midden-Nederland have exclusive jurisdiction in respect of any dispute arising under or in connection with the Agreement, without prejudice to any mandatory right of a data subject under Article 79 of Regulation (EU) 2016/679.

16. RELATED DOCUMENTS

16.1 Data Processing Agreement. Forms an integral part of these Terms.

16.2 Privacy Policy

16.3 Sub-processors.

16.4 By creating an account or by using the Services, the Customer accepts these Terms and the Data Processing Agreement forming part of them, and confirms that it has read, agreed on and accepted the Privacy Policy.

TemsSoft B.V. - welcome@tems.ai