General Terms and Conditions

Last updated: August 2026

Below you’ll find our Terms and Conditions condensed to the main points of interest. Feel free to scroll down for a more detailed look.

The main points at a glance

Ownership of the Platform: A&S remains the sole owner of the Context Broker, the platform, its underlying technology, and any custom configuration built for you. You are granted a right to use it, not to own it.
Ownership of your data: All data you upload, and the Context Layer we build specifically for your organisation, remains yours at all times. We only access, store and use it to deliver and improve the service for you.
Use of your data to improve our platform: We may use anonymised and aggregated data (never identifiable to you or your business) to refine our models and produce industry benchmarks. We will never use your identifiable data to develop a competing tool, and we will never share it with other customers.
AI Tools and third-party integrations: Our platform connects to external AI tools (such as ChatGPT, Claude or Microsoft Copilot) that you choose to use. These tools are operated by independent providers we do not control, so you remain responsible for maintaining your own subscription or access to them, and we cannot guarantee their availability or performance.
Responsibility for AI-generated output: Any output generated through the platform or a connected AI tool is a decision-support aid, not a guaranteed result. You remain solely responsible for verifying the accuracy of that output before relying on it for any business decision.
Set-Up process: Implementation (Kick-off, scoping, integration configuration) is a one-time process covered by the Set-Up Fee. Timelines are estimates, and delays caused by missing input, access or personnel on your side may extend them without affecting your payment obligations.
Subscription duration and automatic renewal: Your subscription runs for the term agreed in the Order Form and renews automatically unless terminated with notice before the end of that term (see the exact notice period in your Order Form). This is standard SaaS practice and avoids unplanned service interruptions.
No mid-term cancellation or refund: You cannot downgrade or cancel your subscription during an active term, and fees already paid are not refunded upon early termination. You remain liable for the fees for the full term regardless of actual use.
Fee adjustments: We may adjust fees for a new subscription term, notified to you well in advance. If you do not agree with the adjusted fees, you can choose not to renew. We can also index our fees based on the Agoria index.
Payment terms: Fees are invoiced in advance (Set-Up Fee and Company Fee) or in arrears for usage beyond the included threshold, payable within 30 days. Late payment carries statutory interest and reasonable collection costs — this is a standard commercial term, not something specific to you.
Limitation of liability: Our aggregate liability is capped at the fees you paid in the 12 months preceding the event giving rise to a claim, and excludes indirect losses (like lost profits or business interruption). This is a market-standard cap that protects both parties from disproportionate exposure. This cap does not apply to damage caused by our intentional misconduct or gross negligence, so you remain protected in the most serious scenarios. We have also carved out a list of situations where we simply cannot be held responsible because they sit outside our control, for example, decisions you make based on AI-generated output, the quality of the data you feed into the platform, or outages of third-party AI tools like ChatGPT or Claude.
Exclusions from liability: We are not liable for issues caused by factors outside our control: for example, poor-quality or incomplete data you provide, misconfiguration of your own systems, outages of third-party AI tools, or your own failure to meet technical prerequisites (like maintaining an active AI tool subscription).
Intellectual property protection: You may not use the platform, the Context Layer, or generated output to build or train a competing product, nor share access with third parties, including competitors. This protects our technology and, indirectly, the value of what we build for you.
Feedback: If you share suggestions or feedback with us to help improve the platform, we may use that feedback freely without any obligation or compensation — this is standard in SaaS relationships and helps us build a better product for everyone.
Use of your name as a reference: We may use your company name and logo as a customer reference (for example on our website or in sales materials). If you would prefer not to be named, just let us know — this is easy to carve out on a case-by-case basis.
Data retention and deletion after termination: After your contract ends, we retain your data for 30 days so you can export it, after which we permanently delete it (unless we are legally required to keep it longer). Anonymised, aggregated data may be retained indefinitely, but this can never be traced back to you.
Confidentiality: Both parties are bound by confidentiality regarding non-public information shared during the relationship. Confidentiality obligations continue for three years after termination, and indefinitely for your underlying data.
Support: Standard support is included via email as part of your subscription, on a best-efforts basis without guaranteed response times.
Personal data (GDPR): Any personal data you introduce into the platform (e.g. employee names, contact details) is processed by us as a processor on your instructions, under a separate Data Processing Policy (DPP) available on our website. This document sets out our security measures, sub-processors, and data subject rights in detail.
Changes to these terms: We may update these terms from time to time. For material changes affecting your rights, we will give at least 30 days' written notice, and you may terminate if you do not accept the change.
Governing law and disputes: These terms are governed by Belgian law, and any disputes fall under the exclusive jurisdiction of the courts where A&S has its registered office.

The full Terms and Conditions

Hi! Thank you for choosing us and our solution. These Terms govern your use of the Archer & Summit (hereinafter “A&S”) Context Broker and related Services and define the relationship between you (the “Customer”) and us. Our aim is to provide a clear and transparent legal framework that proactively addresses any questions you may have regarding the Platform, Integrations, Services and Fees. By signing an Order Form or otherwise using the Platform, you confirm your acceptance of the latest version of these Terms on behalf of your organisation. We kindly ask you to read them carefully and refer to them each time you use the Platform.

Part I: Definitions & applicability

1. Definitions

Add-on(s): shall mean any optional additional module, feature or functionality made available by A&S as a supplement to the Platform, as specified in the Order Form;
Agreement: shall mean the agreement between A&S and the Customer for the provision of the Platform and Services, consisting of these Terms, the Order Form, the DPP, and any amendment or addition thereto;
AI Tool(s): shall mean the third-party large language model applications connected to the Context Broker via Integration, and all other AI applications connectable via MCP (Model Context Protocol) or equivalent;
Authorised Usage: shall mean use of the Platform by the Customer and its Users strictly for the Customer’s internal business purposes, within the usage limits set out in the Order Form and in accordance with these Terms; any use exceeding such limits or outside such purposes constitutes unauthorised usage;
Company Fee: shall mean the recurring base license fee payable by the Customer for access to the Platform by all Users within the Customer’s organisation, as set out in the Order Form;
Context Broker: shall mean the A&S proprietary software platform that captures, structures and centrally stores the Customer’s business context – including i.a. documents, guidelines, tone of voice, and ways of working – and injects that context automatically into AI Tool interactions via Integrations, as further described in the Documentation;
Context Layer: shall mean the centralized, structured repository of business context built and maintained by the Context Broker for the Customer, consisting of context snippets, documents, guidelines and other Customer Data uploaded or generated during the use of the Platform;
Customer: shall mean the legal entity that enters into an Agreement with A&S for the use of the Platform and Services;
Customer Data: shall mean all data, documents, information and content uploaded, entered or generated by the Customer or its Users in or through the Platform, including the Context Layer;
Documentation: shall mean the user manuals, technical documentation, specifications, onboarding materials and other materials made available by A&S relating to the Platform and Services, as updated from time to time;
DPP: shall mean the data processing policy of A&S;
Fees: shall mean, collectively, the Set-Up Fee, the Company Fee, any Add-on fees and any Usage Fee applicable to the Agreement, as set out in the Order Form;
Force Majeure: shall mean any circumstance beyond A&S reasonable control that prevents or delays the performance of its obligations, including but not limited to natural disasters, epidemics, war, terrorism, governmental measures, strikes, failures of energy or telecommunications networks, cyberattacks, internet or cloud-provider outages, and hardware supply-chain failures;
Identity Provider: shall mean the third-party authentication service (such as Google Workspace or Microsoft Entra) used by the Customer to authenticate Users to the Platform via a single sign-on connection;
Integration(s): shall mean the technical connections between the Platform and third-party tools or systems – including AI Tools, productivity applications and identity providers – as configured during the Set-Up;
Kick-off: shall mean the initial onboarding session between A&S and the Customer, during which the scope, team focus and technical implementation plan for the Set-Up are agreed; the Kick-off forms part of the Set-Up and is covered by the Set-Up Fee;
Order Form: shall mean the commercial order document or proposal signed by the Customer and A&S, specifying i.a. the Fees, Subscription Term, Add-ons, usage limits and any other specific commercial terms applicable to the Agreement;
Platform: shall mean the A&S Context Broker software platform and related interface together with all updates, upgrades and new versions made available during the Subscription Term;
Privacy Legislation: shall mean all applicable (supra)national legislation and regulations governing the processing of personal data, including but not limited to (i) Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) the Belgian Data Protection Law of 30 July 2018 and any national implementing legislation, as amended or replaced from time to time.
Services: shall mean all services provided by A&S under or in connection with the Agreement, including the Set-Up, Integrations, support and any other professional services as specified in the Order Form;
Set-Up: shall mean the one-time implementation and onboarding process carried out by A&S at the start of the Agreement, comprising the Kick-off, scoping, technical implementation, Integration configuration, training and go-live, as further described in the Documentation and Order Form;
Set-Up Fee: shall mean the one-time fee payable by the Customer for the Set-Up, as set out in the Order Form, the amount of which depends on the complexity of the Customer’s environment and the number and type of Integrations required;
Subscription Term: shall mean the duration of the Agreement as specified in the Order Form, being either monthly or annual; the Agreement renews automatically at the end of each Subscription Term unless terminated in accordance with these Terms;
Terms: shall mean these General Terms and Conditions, including all annexes thereto;
Usage Fee: shall mean any additional fee payable by the Customer for use of the Platform above the fair use threshold included in the Company Fee, as set out in the Order Form and
User: shall mean any individual employee, contractor or representative of the Customer authorized by the Customer to access and use the Platform under the Agreement.

2. Applicability of the Terms

2.1These Terms apply to all offers by A&S and any Agreement concluded between A&S and the Customer. By signing an Order Form or otherwise entering into an Agreement with A&S, the Customer accepts these Terms. These Terms shall be applicable regardless of whether A&S uses third parties to deliver or support the Platform.

2.2No other terms shall be binding upon A&S unless accepted by A&S in writing. A&S expressly rejects any general terms and conditions used by the Customer, including any terms referenced in the Customer’s purchase order or procurement portal.

2.3A&S reserves the right to update or amend the Agreement from time to time. Non-material amendments (including administrative or clarificatory changes) shall take effect upon notice to Customer. In the event of a material amendment, being an amendment that substantially affects the rights or obligations of Customer, A&S shall give at least thirty (30) days' prior written notice. If Customer does not accept the materially amended Terms, Customer must notify A&S within fifteen (15) days of A&S’s notice and A&S may either (i) permit Customer to continue under the prior version of the Agreement until the end of the Customer’s then-current Subscription Term (after which the modified Agreement will apply), or (ii) allow Customer to terminate the Agreement in writing prior to the effective date of the amendment. In case of termination by Customer in accordance with this Article 2.3, Customer shall pay all Fees due and outstanding up to the date of termination but shall not be obligated to pay Fees for the remaining Subscription Term, provided the termination is notified before the materially amended Terms take effect.

2.4In case of inconsistencies between documents forming part of the contractual relationship, the following order of precedence applies (highest first):

any signed agreement or Order Form, and any amendments thereto;
any statement of work, order confirmation, or quotation accepted in writing;
the DPP;
these Terms;
any other documents referenced in the foregoing.

2.5These Terms apply to the integrated offering of the Platform, Set-Up, Integrations and Services as provided by A&S under the Agreement, unless explicitly agreed otherwise in writing in the Order Form.

2.6Any changes, deviations, or additions to an Agreement (including order changes) require written acceptance by A&S. Email confirmation by A&S is sufficient unless the Parties explicitly agree otherwise.

Part II: General terms and conditions

3. Offers

3.1All offers made by A&S are non-binding and may be revoked at any time, unless stated otherwise in writing by A&S. A&S shall furthermore not be bound by any errors or omissions in its offers, including but not limited to pricing errors, typographical errors, or specification errors, provided that (i) A&S notifies Customer of such error or omission promptly upon discovery, or (ii) Customer knew or reasonably should have known of the error or omission at the time of acceptance of the offer.

3.2Any amendments made by Customer to an offer by A&S will be deemed a new offer by Customer, which A&S may accept or reject in its sole discretion. Offers will only be deemed accepted by A&S if A&S does so in writing.

3.3Any information or data related to the Platform, Integrations, AI Tools or Services, provided verbally or in writing, is binding only to the extent it is by reference expressly included and confirmed in writing in the Agreement with A&S.

3.4The Customer acknowledges that the Platform is designed to operate in conjunction with one or more AI Tools and that the Customer must, at its own cost, maintain a valid subscription, licence or API access to an AI Tool for the duration of the Subscription Term. A&S shall have no liability for the Customer's inability to use the Platform, in whole or in part, resulting from the Customer's failure to maintain such AI Tool access, or from the unavailability, suspension or discontinuation of an AI Tool by its provider.

3.5The Customer hereby understands and accepts that all demonstrations, sample outputs, figures, benchmarks or any other specifications relating to the Platform are estimates or illustrations only, and do not constitute a guaranteed outcome, although A&S will use best efforts to ensure their accuracy.

3.6Platform configurations, Add-ons and prices are subject to change at any time, and A&S shall at all times be entitled to modify price lists, brochures and printed matter, provided that any such modification shall not affect orders already confirmed in a signed Order Form prior to such modification.

3.7Customer represents and warrants that it will comply with all applicable laws and regulations, including without limitation export control, sanctions, and end-use restrictions, in connection with the Platform, Integrations, AI Tools and Services, and confirms that its use of the Platform will not involve any restricted, sanctioned or military end-use excluded by A&S.

4. Subscription

4.1Each Subscription shall be governed by a separate Order Form specifying the applicable Subscription Term and the Fees payable thereunder.

4.2Unless either Party gives written notice of termination to the other Party at least two (2) months prior to the end of the then-current Subscription Term, the Agreement shall automatically renew for a successive period equal to the initial Subscription Term, subject to the then-applicable Fees.

4.3The Customer may add Add-ons or increase its usage tier at any time during an ongoing Subscription Term, subject to a separate Order Form or written confirmation by A&S. Any such addition shall be billed pro rata for the remainder of the then-current Subscription Term and shall thereafter be included in the standard Fees payable upon renewal.

4.4For the avoidance of doubt, the Customer shall not be entitled to reduce the scope of its Subscription, cancel Add-ons, or otherwise downgrade the Platform during an ongoing Subscription Term. The Customer may cancel an Add-on with effect from the start of the next Subscription Term, without any pro rata refund for the then-current Subscription Term. The Agreement shall remain in force for the full duration of the applicable Subscription Term as set out in the Order Form, and the Customer shall remain obligated to pay the Company Fee and any Add-on fees for the entire Subscription Term, irrespective of actual use.

4.5Before each renewal of a Subscription Term, A&S may adjust the Fees to its then-current pricing for the relevant Platform tier and Add-ons. In case of an annual Subscription Term, A&S shall notify the Customer in writing of any such adjusted Fees at least three (3) months prior to the end of the then-current Subscription Term. If the Customer does not accept the adjusted Fees, the Customer may terminate the Agreement in writing with effect from the end of the then-current Subscription Term, in accordance with Article 4.2. If the Customer does not terminate in accordance with this provision, the Customer shall be deemed to have accepted the adjusted Fees with effect from the start of the renewed Subscription Term.

4.6Early termination of a Subscription Term shall not entitle Customer to a refund of any Fees, whether in full or in part. Customer remains obligated to pay all Fees set out in the Order Form for the full duration of the agreed Subscription Term.

5. Fees and Payment

5.1Unless otherwise agreed in the Order Form, the Fees applicable to an Agreement consist of one or more of the following: the Set-Up Fee, the Company Fee, any Add-on Fees, and/or the Usage Fee, each as defined in Article 1 and as set out in the Order Form. All Fees are exclusive of VAT and other applicable taxes and duties, in Euros or other currency as stated by A&S in writing.

5.2A&S is entitled to index the Fees during the Subscription Term in line with an increase in its costs, whereby the amount payable shall be calculated on the basis of the following formula:

P = [ 20% × p ] + [ 80% × p × (S/s) ]

Where:

P = the new Fee;

p = the initial Fee (immediately prior to the indexation);

S = the new Agoria Digital labour cost index (published in the month preceding the indexation);

s = the initial Agoria Digital labour cost index (published in the month preceding the start of the current Subscription Term or, if the Fee has been indexed before, the month preceding the last indexation).

A&S shall notify the Customer in writing of any indexation no later than 30 calendar days prior to the effective date of such indexation.

5.3Unless otherwise agreed in the Order Form:

The Set-Up Fee shall be invoiced upon signature of the Order Form and shall be payable within thirty (30) days of the invoice date, and in any event prior to the Kick-off;
The Company Fee and any Add-on Fees shall be invoiced upfront at the commencement of each Subscription Term and shall be payable within thirty (30) days of the invoice date;
The Usage Fee, if any, shall be invoiced in arrears following the end of the relevant billing period in which the applicable fair use threshold was exceeded, and shall be payable within thirty (30) days of the invoice date.

5.4The Customer shall notify A&S in writing of any dispute relating to an invoice without undue delay, and in any event within fifteen (15) business days of the invoice date, specifying the nature of the dispute in reasonable detail. Disputes do not suspend the Customer’s obligation to pay the undisputed portion of the invoice in accordance with these Terms.

5.5In the event the Customer (i) terminates or suspends all or a substantial portion of its business activities, (ii) becomes insolvent, or (iii) admits its inability to pay its debts, all amounts will be due immediately.

5.6By concluding an Agreement with A&S, the Customer agrees to electronic invoicing by A&S:

For transactions falling within the scope of mandatory structured electronic invoicing under applicable law, A&S shall issue invoices exclusively in a structured electronic format (Peppol BIS format via the Peppol network, or any other legally compliant structured format). These structured electronic invoices shall constitute the only legally valid invoices. The Customer ensures it has the necessary software and Peppol connection to receive and process such structured invoices. Any technical or organisational issues on the part of the Customer preventing receipt or processing shall not exempt the Customer from its payment obligations. If the Customer is unable to receive a structured invoice and A&S, as a courtesy, provides a copy via email, such delivery is at the Customer’s own risk and responsibility;
For transactions not yet subject to mandatory structured invoicing, A&S shall apply these requirements as soon as they become legally mandatory. Until such time, the Customer accepts that A&S may use standard electronic invoicing.

5.7The Customer shall not be entitled to refuse, set off, withhold, or suspend any payment obligation on account of an alleged defect in the Platform, an Integration, or any AI Tool, or on any other account whatsoever, except to the extent required by mandatory law.

5.8Without prejudice to any other rights or remedies available to A&S, any amount not paid by the Customer by its due date shall automatically and without prior notice of default bear interest at the statutory interest rate for commercial transactions applicable in Belgium, calculated from the due date until full payment. In addition, all costs related to the collection of outstanding claims, both judicial and extrajudicial (including the costs for lawyers, bailiffs, and collection agencies), shall be at the expense of Customer. In any case, A&S shall be entitled to charge an amount for extrajudicial costs of 15% of the outstanding amount, with a minimum of EUR 250 (two hundred and fifty euros), immediately when Customer is in default.

5.9Without prejudice to its right to terminate the Agreement in accordance with Article 15, A&S is entitled to suspend or postpone access to and use of the Platform, including any Integrations and AI Tool connectivity, as well as the performance of any additional Services, if the Customer has not complied with any payment obligation under the Agreement. A&S shall notify the Customer in writing before exercising this right, where reasonably possible. Suspension of access pursuant to this Article does not suspend the Customer’s payment obligations.

6. Orders

6.1Orders can be submitted via a signed Order Form and are only binding upon written acceptance by A&S. All Set-Up and go-live dates communicated by A&S, including the timeline for the kick-off, Integration configuration, and activation, are estimates only and are not binding.

6.2Customer-requested changes to the scope of the Set-Up, including changes to the Integrations, systems, or team covered, must be documented in writing and are subject to A&S’s prior approval and any resulting adjustment of the Set-Up Fee, timeline, and other affected terms. A&S shall be entitled to refuse such a request without giving reasons, in particular where the requested change is technically unfeasible, would compromise the security or stability of the Platform, or is inconsistent with A&S’s standard implementation methodology. A&S further reserves the right to decline to connect the Platform to any system it deems unsuitable or out of its service scope, including but not limited to systems used for military, defense, or other sensitive governmental purposes.

6.3Cancellation by the Customer prior to the Kick-off or during the Set-Up is permitted only by written notice and is subject to A&S’s prior written approval, which may be refused without giving reasons. In the event of cancellation after the Set-Up has commenced, the Customer shall pay A&S for all Services already performed and costs reasonably incurred up to the date of cancellation, including any Set-Up Fee already invoiced, which shall not be refunded.

6.4If circumstances arise that were not known to A&S at the time the Set-Up timeline was established, including delays caused by the Customer’s failure to make personnel, systems, or information available, A&S is entitled to extend the timeline accordingly.

6.5Unless otherwise agreed in the Order Form, the Customer is responsible for:

Ensuring that its IT environment, systems and network meet the technical requirements prior to the Kick-off;
Making the personnel, documentation and system access reasonably required for the Set-Up available, including for the alignment and integration phases;
Designating an administrator with sufficient authority to configure the Platform and manage Users.

Any delay caused by the Customer’s failure to comply with this Article shall not affect the Customer’s payment obligations and may result in an adjustment of the Set-Up timeline.

6.6A&S shall not knowingly connect, or continue to connect, the Platform to any system, or provide any Services, where doing so would breach applicable trade control, export control, or sanctions laws, including Council Regulation (EU) NO 833/2014 and NO 765/2006. The Customer represents and warrants that its use of the Platform will not, directly or indirectly, involve any restricted party, restricted destination, or military or defense end-use, and shall notify A&S immediately if it becomes aware of any such use.

7. The Platform

7.1A&S grants the Customer a non-exclusive, non-transferable, temporary, non-sublicensable right to use the Platform, including the Context Broker and any Integrations, solely for the Customer’s internal business purposes, for the duration of the applicable Subscription Term, extended to all Users within the Customer’s organization as specified in the Order Form.

7.2The Platform, including any output generated through connected AI Tools, is provided on an “as is” and “as available” basis. A&S does not warrant that the Platform will be error-free, uninterrupted, or that outputs will be accurate, complete or fit for a particular purpose. The Customer acknowledges that it shall at all times remain solely responsible for verifying the accuracy, validity, and suitability of any AI-generated output before taking any operational, business, or decision-making action based thereon.

7.3A&S shall provide updates and improvements to the Platform during the Subscription Term as part of the Company Fee. A&S reserves the right to make non-material changes to the Platform, including changes required by an AI Tool provider, without prior notice. Material changes that materially affect existing functionalities shall be notified to the Customer at least thirty (30) days in advance.

7.4The Customer acknowledges that the Platform may include open-source software components developed by third parties, and that AI Tools connected to the Platform are operated by independent third-party providers over which A&S has no control. A&S makes no warranty with respect to such open-source components or third-party AI Tools beyond what is offered by the respective license term or provider terms, and shall not be liable for any claims, damages or losses arising from the use of, or unavailability of, such components or AI Tools.

7.5The Customer shall not:

use the Platform, the Context Layer, or any output generated through it to develop, build, or train products or services that compete with A&S, including any competing context broker or AI tool;
publish or disclose benchmarking or performance testing results relating to the Platform without A&S’s prior written consent;
provide access to the Platform to any third party except as expressly permitted in writing by A&S and subject to appropriate confidentiality obligations.

7.6The Customer shall not, and shall ensure that its employees, agents, and contractors do not:

use the Platform to introduce, transmit, or store any malicious code, viruses, trojans, worms, or other harmful software or data;
attempt to circumvent, disable, or interfere with any security features, access controls, or technical protection measures of the Platform;
access or attempt to access any data, systems, or networks in connection with the Platform other than as strictly necessary for the Customer's own internal quality control purposes; or
permit any third party, including competitors of A&S, to access or use the Platform, whether directly or indirectly.

In the event of a breach of this Article, A&S reserves the right to immediately suspend Customer's access to the Platform, in addition to any other rights and remedies available to it under the Agreement or applicable law.

7.7The Customer shall prevent any unauthorized access to, or illegal or incompatible use of, the Platform. If the Customer becomes aware of any such unauthorized access or use, the Customer shall notify A&S immediately in writing, providing all available details. A&S shall be entitled to take all measures it reasonably deems necessary to prevent or stop such unauthorized access or use, including temporarily suspending access to the Platform.

7.8Where A&S has reasonable grounds to believe that Customer is using the Platform in a manner that is inconsistent with the licence restrictions set out in this Article 7 or the acceptable use provisions of Article 7.6, A&S shall be entitled, upon prior written notice of at least five (5) business days, to request that the Customer provides written confirmation of its Authorised Usage of the Platform, together with any relevant supporting information. Where the Customer's response is insufficient to address A&S's concerns, or where the Customer does not respond within ten (10) business days, A&S may, upon reasonable prior written notice and during normal business hours, request access to verify the Customer's use of the Platform on-site, in a manner that minimises disruption to the Customer's operations. A&S shall treat any information obtained in the course of such verification as Confidential Information. The costs of such verification shall be borne by A&S, unless the verification reveals a material breach of this Agreement, in which case the Customer shall bear A&S's reasonable costs.

8. Intellectual Property

8.1All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how, and all proprietary and/or commercial rights and trade secret rights, tools, Documentation, etc., in relation to the Platform, the Context Broker, and any Integrations, are owned by A&S. No transfer or other grant of rights is given to the Customer, unless explicitly stated in writing. This also applies to any Platform component, configuration, or Integration that has been specifically designed, developed, or compiled for the Customer, which remains the exclusive intellectual property of A&S, unless explicitly agreed otherwise in writing. A&S shall furthermore own all intellectual property rights in any anonymised and aggregated usage data, performance data, derived data, and analytical outputs generated in the course of the Customer’s use of the Platform, use such data for product improvement, benchmarking, and development purposes. For the avoidance of doubt, this Article does not affect the Customer’s ownership of the underlying customer data, as further set out in Article 9.

8.2The Customer shall not remove or change any indication(s) regarding copyrights, brands, trade names, or any other intellectual property right from the Platform or Documentation.

8.3Unless otherwise agreed in writing, the Customer may not make repairs or modifications to the Platform and Documentation, nor allow or enable any third parties to do so. The Customer may not, nor may it enable and/or allow third parties to reverse-engineer, copy, display, or distribute the Platform and Documentation, without A&S's prior approval.

8.4If the Customer provides suggestions, ideas, feedback, or recommendations to A&S regarding the Platform, Documentation, or Services, the Customer grants A&S a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate such feedback without restriction and without obligation to Customer.

8.5In case of breach by Customer of any obligation set out in this Article 8, Customer shall pay A&S a lump-sum compensation of twenty-five thousand euros (€25,000) per individual breach, without prejudice to A&S's right to claim full compensation for all actual damages caused by the breach to the extent they exceed such amount.

9. Data Rights

9.1The Customer retains ownership of its Customer Data, including the Context Layer, as generated specifically for its organisation. The Customer grants A&S a non-exclusive, worldwide licence to access, store, process, and use the Customer Data for the following purposes:

operating, maintaining, and improving the Platform, including the Context Broker and its Integrations, for the benefit of the Customer;
training and refining A&S's context-processing and machine learning models, using anonymised and aggregated data only, provided that such data is stripped of any information that could identify the Customer, its Users, or its specific business context; and;
generating anonymised industry benchmarks and statistical analyses for A&S’s own research and development purposes.

A&S shall not share identifiable Customer Data with third parties for commercial purposes without the Customer's prior written consent and shall not use the non-anonymised Context Layer to train or improve any model or product other than for the direct benefit of the Customer. Anonymised and aggregated data may be used by A&S freely for the purposes described above, including after termination of the Agreement.

9.2In the event of expiry or termination of the Agreement, A&S shall retain the Customer's identifiable Customer Data for a period of thirty (30) days following the termination date. During this period, the Customer may request an export of its Customer Data, including the Context Layer, in a standard data format. After expiry of this thirty (30) day period, A&S shall irrevocably delete the Customer's identifiable Customer Data, unless retention is required by applicable law. Anonymised and aggregated data derived from the Customer Data may be retained by A&S indefinitely.

9.3A&S shall not disclose identifiable Customer Data without prior written consent.

9.4The Customer authorises A&S to use the Customer's name, trademark, and logo for reference and promotional purposes, including on A&S’s website, in sales materials, and in investor or press communications, without requiring prior separate consent of the Customer for each individual use.

10. Privacy

10.1 A&S as Controller

10.1.1. When A&S processes personal data of the Customer’s representatives, Users, and contacts in its own right – for example, for the purposes of account management, invoicing, support, and the performance of the Agreement – A&S acts as the Controller within the meaning of applicable Privacy Legislation. Such processing is governed exclusively by A&S’s privacy policy, which is available on the Website at https://www.archerandsummit.com/privacy. The privacy policy sets out the categories of personal data collected by A&S, the purposes for which such data are processed, the legal bases relied upon, and the rights available to data subjects.

10.2. A&S as Processor

10.2.1. To the extent that the Customer uploads, enters, or otherwise introduces personal data into the Platform in the course of its use of the Platform and Services, the Customer acts as Controller and A&S acts as Processor within the meaning of applicable Privacy Legislation. All processing of such personal data by A&S on behalf of the Customer is governed exclusively by the DPP, which forms an integral part of the Agreement in accordance with Article 2.4 and is available on the Website at https://www.archerandsummit.com/legal/data-processing-policy.

10.2.2. By entering into an Agreement with A&S, the Customer confirms that it has read, understood and accepted the DPP in its current version. In the event of any conflict between the DPP and these Terms regarding the processing of personal data by A&S as Processor, the DPP shall prevail.

10.2.3. The Customer is solely responsible for ensuring that it has a valid legal basis under applicable Privacy Legislation for any personal data it introduces into the Platform, and for complying with all obligations incumbent upon it as Controller. A&S shall not be responsible for any failure by the Customer to comply with applicable Privacy Legislation in its capacity as Controller.

10.2.4. The DPP sets out, among other things, the categories of personal data processed by A&S as Processor, the purposes and duration of the processing, the sub-processors engaged by A&S, the technical and organisational security measures in place, and the arrangements applicable to data subject rights requests.

11. Confidentiality

11.1"Confidential Information" means (i) the existence and terms of the Agreement and (ii) any non-public, confidential, or proprietary information relating to a disclosing Party, including any that is designated by the disclosing Party as confidential information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. For A&S, this includes, without limitation, its Platform architecture, the Context Broker’s underlying methodology, pricing structure, and product roadmap. For the Customer, this includes, without limitation, the Customer Data and the Context Layer. Notwithstanding the foregoing, Confidential Information does not include information, data, or know-how which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving Party; (ii) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure; (iii) is lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party and not otherwise subject to restriction on disclosure; (iv) is approved for disclosure by prior written authorisation of the disclosing Party; or (v) is developed independently and separately by either Party without use of the disclosing Party's Confidential Information.

11.2Each Party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other Party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other Party shall not sell, copy, and/or distribute in any way Confidential Information to third parties, without the disclosing Party's prior written consent, which consent may be granted or withheld in such Party's sole and absolute discretion. Each Party shall only disclose Confidential Information to its employees, agents, or contractors who have a strict need to know for the purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set out in this Article 11.

11.3The confidentiality obligations set out in this Article 11 shall apply during the course of the Agreement and shall continue for a period of three (3) years following the expiry or termination of the Agreement for any reason whatsoever, except that confidentiality obligations relating to Customer Data shall survive indefinitely. Upon expiry or termination of the Agreement, each Party shall, within thirty (30) days of a written request by the other Party, return or destroy all Confidential Information of the disclosing Party in its possession, except to the extent that retention is required by applicable law.

12. Liability, Limitation of Damages and Indemnification

12.1A&S’s aggregate liability to the Customer for any and all claims arising out of or in connection with the Agreement, whether in contract, tort, or otherwise, shall be limited to the total Fees paid by the Customer to A&S in the twelve (12) months immediately preceding the event giving rise to the claim.

12.2A&S shall in no event be liable for loss or damage arising from or in connection with any of the following:

AI-generated output and Customer decisions. Any operational, business, regulatory, or commercial decision made by the Customer based on output, summaries, or analytical results generated by the Platform or a connected AI Tool, including but not limited to the approval, publication, or distribution of such output. The Customer remains solely responsible for independently verifying AI-generated output before acting upon it;
Customer Data and Context Layer quality. The accuracy, completeness, currency, or suitability of any Customer Data or Context Layer content introduced into or used in connection with the Platform. A&S does not warrant that the Platform will produce accurate or complete output where the underlying Customer Data is incomplete, outdated, or incorrect. Any degradation in Platform performance caused by deficient Customer Data shall be borne exclusively by the Customer;
Out-of-scope use. The use of the Platform for purposes, systems, teams, or Integrations falling outside the scope agreed in the Order Form, regardless of whether A&S was aware of such use;
Technical prerequisites. Any reduced performance, incomplete output, downtime, or damage arising from the Customer's failure to meet the technical requirements, including but not limited to insufficient network connectivity, an unconfigured Identity Provider connection, or the absence of a designated administrator;
Integration misconfiguration. Any inaccurate or incomplete output, or damage, resulting from the Customer's own misconfiguration of an Integration, or from changes made by the Customer or a third party to a connected system without A&S’s involvement;
User error. Any damage, inaccurate output, or losses arising from incorrect use, inadequate training, or procedural errors on the part of the Customer's Users operating the Platform;
Third-party integrations and AI Tools. Any loss or damage arising from the integration or interface of the Platform with the Customer's own systems, or with third-party AI Tools, applications, or platforms not controlled by A&S;
Connectivity and network failures. Any interruption to the availability of the Platform or any cloud-based features resulting from internet connectivity failures, network outages, power failures, or the unavailability of third-party cloud infrastructure or AI Tool providers, to the extent such circumstances are outside A&S’s reasonable control;
Data loss. Any loss of Customer Data or other data held by the Customer where such loss results from the Customer's failure to maintain adequate backups of its own data;
Back-ups. The Customer shall be solely responsible for maintaining regular and adequate backups of its Customer Data and any other data generated or stored in connection with the use of the Platform. For the purposes of this Article, "adequate backups" means backups that are (i) performed at intervals appropriate to the volume and criticality of the data, (ii) stored on a system independent of the Platform, and (iii) periodically tested to ensure data integrity and recoverability. A&S shall have no liability for any loss of data to the extent that the Customer has failed to maintain adequate backups in accordance with this provision.

12.3Without prejudice to the foregoing, A&S shall only be liable for direct damage suffered by the Customer. For the purposes of this Agreement, direct damage is understood by the Parties to mean exclusively:

reasonable costs incurred by the Customer in order to induce A&S to (again) properly perform the Agreement;
reasonable costs to determine the cause and extent of the damage suffered, to the extent that the Customer is able to determine such cause and extent without A&S's intervention;
reasonable costs incurred by the Customer to prevent or limit the damage, to the extent that the Customer is able to do so without A&S's intervention;
reasonable costs incurred by the Customer to have the performance still comply with the Agreement, to the extent that the Customer is able to do so without A&S's intervention.

12.4All other forms of damages may be defined as indirect damages, for which A&S shall not be liable. Without limitation to the foregoing, A&S shall in no event be liable for: loss of profit, loss of revenue, loss of savings, loss of production, loss of data, business interruption, damage to reputation, or damage to third parties, even if A&S has been advised of the possibility of such damage.

12.5Any action against a Party, whether in contract, tort, or otherwise, must be brought within one (1) year after the claim arises, or within such longer period as may be required by mandatory applicable law. Otherwise, such action shall be permanently barred.

12.6Any limitation or exclusion of liability stipulated in these Terms and the Agreement shall not apply in the event that the loss and/or damage is attributable to willful misconduct or deliberate recklessness on the part of A&S's management.

12.7In the event A&S enters into an Agreement with more than one party, each party shall be jointly and severally liable for fulfilling the Agreement.

12.8A&S will defend, indemnify, and hold harmless the Customer from and against third-party claims alleging that the Platform, as provided by A&S and used by the Customer in accordance with the Agreement, infringes or misappropriates a third party's intellectual property rights, and will pay the resulting damages and reasonable costs finally awarded against the Customer or agreed in settlement, provided that the Customer (i) promptly notifies A&S in writing of the claim, (ii) grants A&S sole control of the defence and settlement of the claim, and (iii) provides A&S with reasonable cooperation and assistance, at A&S's expense. A&S shall have no obligation under this Article 12.8 to the extent the claim arises from (a) the Customer Data or the Context Layer, (b) use of the Platform in combination with any product, service, or data not provided by A&S, where the infringement would not have arisen but for such combination, (c) modification of the Platform not made or authorised by A&S, or (d) the Customer's continued use of the Platform after A&S notifies the Customer to discontinue use to avoid infringement. If the Platform becomes, or in A&S's reasonable opinion is likely to become, the subject of such a claim, A&S may, at its own cost and discretion, either (1) procure for the Customer the right to continue using the Platform, (2) modify or replace the Platform so that it becomes non-infringing without material loss of functionality, or (3) if neither option is reasonably available, terminate the affected Subscription upon written notice and refund the Customer any prepaid but unused Fees for the terminated portion of the then-current Subscription Term. This Article 12.8 states A&S's entire liability, and the Customer's sole and exclusive remedy, for any claim of intellectual property infringement or misappropriation.

12.9Customer will defend, indemnify, and hold harmless A&S from and against third-party claims arising out of or related to (i) the Customer Data or Context Layer; (ii) the Customer’s misuse or unlawful use of the Platform; or (iii) the Customer’s breach of applicable laws, in each case to the extent permitted by applicable law.

13. Force Majeure

13.1Neither Party will be liable for any failure or delay in performing its obligations (except payment obligations) to the extent caused by circumstances beyond its reasonable control, including flood, fire, earthquake, pandemic, governmental measures, supply chain disruptions, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns, changes in law, or actions by governmental/public authorities (including embargoes), as well as outages of cloud infrastructure providers or third-party AI Tool providers, and app-store or platform decisions restricting functionality of the Platform.

13.2The affected Party will notify the other Party as soon as reasonably practicable and will use reasonable efforts to mitigate the effects of the force majeure event.

13.3A&S is not liable if it is prevented from or delayed in performing its obligations due to (i) failures of Customer-prescribed third-party systems or Integrations, (ii) defects in third-party AI Tools, software, or infrastructure not controlled by A&S, (iii) power failures, (iv) internet/data network/telecommunications failures, or (v) network or cyberattacks.

13.4A situation of Force Majeure that continues beyond three (3) months shall entitle either Party to terminate the Agreement with immediate effect by written notification to the other Party, without judicial intervention and without any liability for damages, provided that the Customer shall remain obligated to pay for the Set-Up and all Services performed prior to the date of termination.

13.5If the performance of the Agreement has become excessively burdensome for a Party due to a change in circumstances that was unforeseeable at the time of the conclusion of the Agreement and that is not attributable to that Party, that Party may request the other Party in writing to renegotiate the terms of the Agreement with a view to adapting or terminating it. If the Parties have negotiated in good faith for a minimum period of one (1) month without reaching an agreement, either Party shall have the right to terminate the Agreement upon written notice served on the other Party, without judicial intervention and without any obligation to pay compensation, save for amounts already due and outstanding at the date of termination.

14. Support

14.1When the Customer requires assistance or has an enquiry in respect of the Platform, Customer may contact A&S's support team at: hello@archerandsummit.com.

14.2A&S shall use its best efforts to assist the Customer as soon as reasonably possible following a support request. A&S makes no guarantee as to specific response times unless expressly agreed in writing in an Order Form.

14.3The Customer shall provide A&S with all necessary cooperation and information required to handle the support request, including a detailed description of the issue and the circumstances in which it occurred.

14.4Standard support (via email) is included in the Company Fee for the duration of the Subscription Term. Guaranteed response times, dedicated support channels, or other premium support arrangements may be provided as additional Services, subject to an additional services fee as agreed in the Order Form

14.5If the Customer observes any deficiency or problem with the Platform, including any Integration or connected AI Tool, the Customer shall immediately take all reasonable measures to prevent any further impact and shall notify A&S in writing as soon as possible.

14.6A&S may temporarily interrupt access to or availability of the Platform for the purpose of maintenance, updates, or upgrades. A&S will perform planned maintenance preferably outside of the Customer's regular business hours and will provide advance notice were reasonably possible. Temporary interruptions to the Platform as a result of planned maintenance shall not constitute a breach of the Agreement or give rise to any right of the Customer to claim compensation or to suspend payment obligations.

15. Duration and Termination

15.1The Agreement shall remain in force for as long as at least one Subscription is active between the Parties. Each Subscription shall be governed by a separate Order Form specifying the applicable Subscription Term.

15.2The Customer may not terminate a Subscription prior to the expiry of the applicable Subscription Term, except as expressly set out in this Article 15.

15.3If the Customer believes that A&S has failed to perform under the Agreement, it must notify A&S in writing and allow A&S to cure the alleged performance failure within a reasonable time.

15.4Notwithstanding the above and without any obligation to return any prepaid sums, A&S may terminate its relationship with the Customer, or may suspend the Customer's access to the Platform and/or suspend performance of Services at any time: (i) if the Customer is in breach of these Terms and/or the Agreement; (ii) if A&S reasonably suspects that the Customer is using the Platform to breach the law or infringe third-party rights; (iii) if A&S reasonably suspects that the Customer is trying to unfairly exploit or misuse the complaint policy, or any of A&S’s policies; (iv) if A&S reasonably suspects that the Customer is using the Platform fraudulently, or that access provided to the Customer is being used by a third party fraudulently; (v) for a force majeure event that continues for more than three (3) months, in accordance with Article 13.4; (vi) if the Customer fails to pay any amounts due to A&S; (vii) if required due to a change in laws/regulation by a regulator or authority with a lawful mandate; (viii) upon thirty (30) days' notice if A&S decides to cease offering the Platform, or a material component thereof, generally; (ix) the bankruptcy of the Customer has been applied for; (x) an attachment is levied on the assets of the Customer; (xi) the Customer is liquidated or discontinued; and/or (xii) the Customer is in violation of any applicable laws or regulations.

15.5Upon suspension and/or termination of the Agreement, all invoiced sums will become immediately due and payable.

15.6Upon termination or expiry: (i) the Customer shall immediately cease use of the Platform (unless otherwise agreed in writing); (ii) each Party shall return or destroy the other Party's Confidential Information upon request, subject to the mandatory retention obligations set out in Article 9.2; and (iii) the Customer shall promptly pay all outstanding amounts.

16. Netting

16.1In accordance with the Belgian Law on Financial Collateral of 15 December 2004, A&S and the Customer agree that all currently existing and future debts owed between them shall be automatically and permanently offset against each other. As a result of such automatic set-off, only the net balance – representing the largest remaining debt of one vis-à-vis the other – shall remain outstanding at any given time in the context of the ongoing contractual relationship between the Parties.

17. Miscellaneous

17.1Assignment. The Customer is not permitted to assign, delegate, or otherwise transfer the Agreement or any rights hereunder without A&S’s prior written consent, which will not be unreasonably withheld for assignment to an affiliate as part of an internal reorganisation, provided the Customer remains liable for its obligations unless agreed otherwise in writing. A&S may assign to an affiliate or as part of a merger, acquisition, or sale of substantially all assets, upon notice to the Customer.

17.2Entire Agreement. The Agreement and these Terms contain the entire agreement between A&S and the Customer regarding the Customer's use of the Platform and Services, and supersede and replace any previous communications, representations, or agreements, or the Customer's additional or inconsistent terms, whether oral or written. No oral agreements or representations shall be binding on either Party.

17.3No Waiver. Any failure or delay by either Party in exercising any right under the Agreement shall not operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of such right or any other right. Any waiver must be express and in writing.

17.4Notices. Any notice to be given under the Agreement shall be in writing and shall be deemed duly given when sent by email to the other Party's designated contact address as set out in the Order Form. A notice sent by email shall be deemed received one (1) working day after the date of dispatch, unless the sender receives notice of non-delivery.

17.5Severability. The invalidity, illegality, or unenforceability of any provision of these Terms shall not affect the validity or applicability of the remaining provisions, which shall continue in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable by a competent court or authority, the Parties shall enter into good faith negotiations to replace the affected provision with a valid and enforceable provision that most closely reflects the original intent and economic effect of the provision being replaced. If the Parties fail to reach agreement on such a replacement provision within a reasonable period, the competent court or authority shall have the power to modify or moderate the affected provision to the minimum extent necessary to render it valid and enforceable. If such modification or moderation is not possible, the relevant provision shall be deemed deleted.

17.6No Partnership. Nothing in these Terms or the Agreement shall be deemed to constitute a partnership, joint venture, or agency relationship between the Parties. Neither Party shall hold itself out as the agent, partner, or representative of the other.

17.7Counterparts and Electronic Signature. This Agreement may be signed in counterparts, including electronically (e.g., via DocuSign or an equivalent electronic signing platform), each of which shall constitute an original, and together they shall form one complete agreement. A copy transmitted electronically (e.g., in PDF format) shall have the same legal force as a physically signed original.

17.8Language. These Terms may be translated into other languages for convenience. In the event of any conflict or inconsistency between the English-language version and any translation, the English-language version shall prevail.

18. Governing Law and Jurisdiction

18.1 Jurisdiction

All disputes arising out of or relating to the performance of this Agreement shall be subjected to the exclusive jurisdiction of the courts of the district in which A&S has its registered office.

18.2 Applicable law

The Agreement as well as any agreement between Parties, of whatever nature, are governed by and construed in accordance with the laws of Belgium, with exclusion of all conflict of laws rules.