These Terms and Conditions govern access to and use of the AstrisNexus Platform. They set out the rights and obligations of Clients and define the scope of our services. By registering an account or using the Platform, you agree to be bound by these Terms.

1. Definitions

2. Applicability and Formation

2.1 These Terms govern all access to and use of the Platform, as well as all offers, quotations, Order Forms, and Agreements relating thereto.

2.2 An Agreement is formed when the Client, acting through a User, (i) accepts these Terms electronically, including by click-through acceptance on the Platform, or (ii) enters into a commercial agreement that incorporates these Terms, in each case whether or not such acceptance or agreement is effected through an Order Form, and whichever occurs first.

2.3 Any purchasing or other terms of the Client are excluded unless expressly accepted in writing by AstrisNexus.

3. Scope of Services

3.1 AstrisNexus acts solely as a provider of technology infrastructure and provides access to the Platform on a software-as-a-service basis, including:

1. the Astris™ module and, where applicable, the Nexus™ module;

2. Secure File Storage; and

3. collaborative workspace functionality.

3.2 AstrisNexus targets 99% or higher monthly uptime, excluding (i) scheduled maintenance announced at least 24 hours in advance and performed outside 22:00–06:00 CET, and (ii) force majeure events.

3.3 The Platform may include optional features that technically facilitate information sharing, professional networking, or the identification of Advisors and Investors. AstrisNexus does not initiate, control, or endorse any contact, introduction, referral, recommendation, or solicitation. All decisions to approach or engage third parties are made exclusively by the User.

3.4 AstrisNexus may modify the Platform, provided that core functionality is not materially reduced. For purposes of this section, “core functionality” means the essential capabilities described in Section 3.1(a) through (c). Material changes will be notified at least 30 days in advance.

3.5 Where applicable, AstrisNexus may provide Implementation Services. The scope, timeline, fees, and deliverables of any Implementation Services are defined exclusively in the applicable Order Form.

3.6 The successful provision of Implementation Services is contingent upon Client cooperation. The Client shall, at a minimum:

1. provide timely access to necessary systems, data, and personnel;

2. designate a project contact with appropriate authority;

3. provide feedback and approvals within agreed timeframes; and

4. ensure Users are available for training and onboarding sessions.

3.7 Implementation Services shall be deemed completed and accepted and the Platform ready for production use:

1. upon the Client’s written acceptance; or

2. if the Client uses the Platform in a production capacity; or

3. thirty (30) days after AstrisNexus notifies the Client that implementation is complete, unless the Client has identified material deficiencies in writing within that period.

Upon completion and acceptance of the Implementation Services, the License Term shall commence.

3.8 AstrisNexus warrants that Implementation Services will be performed in a professional and workmanlike manner in accordance with the Order Form. This warranty does not extend to:

1. outcomes or results achieved through use of the Platform;

2. Client-specific workflows or business processes;

3. integration with third-party systems outside AstrisNexus’s control; or

4. any matters outside the defined implementation scope.

The Client’s sole remedy for breach of this warranty is re-performance of the deficient services or, if re-performance is not commercially reasonable, a pro-rata refund of implementation fees attributable to the deficient portion.

3.9 Changes to the agreed implementation scope must be documented in a written change order signed by both parties. Additional fees may apply.

3.10 AstrisNexus may, upon the Client's request and as specified in the applicable Order Form, undertake non-recurring engineering work to develop, configure, or adapt Platform functionality for specific use cases or workflows.

1. NRE Services may include, without limitation, the development of new use cases, bespoke feature development, prompt engineering, and the configuration of Platform modules for specialised applications. NRE Services build on the existing AstrisNexus Platform and underlying architecture.

2. The scope, deliverables, timeline, acceptance criteria, and fees for NRE Services shall be defined exclusively in the applicable Order Form. NRE fees are separate from Implementation Fees and Licence Fees.

3. All intellectual property rights in any deliverables, features, configurations, modules, prompts, models, or other outputs arising from NRE Services shall vest exclusively in AstrisNexus. The Client receives a non-exclusive, non-transferable licence to use the NRE Deliverables as part of the Platform for the duration of the Licence Term, subject to the terms of the Agreement. This licence terminates upon expiry or termination of the Agreement.

4. AstrisNexus may, at its sole discretion, incorporate NRE Deliverables into the Platform and make them available to other clients. The Client shall have no right to exclusivity in respect of NRE Deliverables unless expressly agreed in writing in the applicable Order Form.

5. NRE fees are non-refundable once work has commenced, except where AstrisNexus materially fails to deliver the NRE scope expressly agreed in the applicable Order Form, in which case the Client's sole remedy is re-performance or, if re-performance is not commercially reasonable, a pro-rata refund of NRE fees attributable to the undelivered portion.

6. Sections 3.6 (Client cooperation), 3.8 (warranty), and 3.9 (change requests) apply to NRE Services mutatis mutandis.

4. Eligibility

4.1 Users must (i) be at least eighteen (18) years of age and (ii) act in a professional or institutional capacity. Users represent and warrant that they are duly authorised to represent the Client. This representation and warranty is continuing, and Users shall promptly notify AstrisNexus and immediately cease all use of the Platform if such authority is revoked or otherwise terminates.

4.2 The Platform is primarily intended for Clients established in the European Union, European Economic Area, United Kingdom, or Switzerland. Access from other jurisdictions may be permitted subject to written agreement documented in an Order Form.

4.3 Clients are solely responsible for ensuring that their access to and use of the Platform complies with all applicable laws, regulations, and professional conduct rules in their jurisdiction, including, without limitation, securities regulations, data protection laws, and applicable professional licensing or authorisation requirements. AstrisNexus makes no representation or warranty as to the lawfulness of use of the Platform in any particular jurisdiction.

4.4 AstrisNexus may refuse or suspend access at its sole discretion if eligibility criteria are not, or are no longer, met, and may require Clients to provide documentary evidence of domicile or professional status at any time.

5. Access and Acceptable Use

5.1 AstrisNexus grants the Client a non-exclusive, non-transferable, revocable licence to use the Platform for its internal business purposes during the License Term. The Client may permit its Users to access the Platform under this licence, provided they comply with these Terms.

5.2 Login credentials are personal and may not be shared. Users must promptly notify AstrisNexus of any unauthorised access or suspected compromise.

5.3 Users shall not:

1. reverse-engineer, decompile, or scrape the Platform;

2. bypass or circumvent technical controls or security measures;

3. upload malware, viruses, or unlawful content;

4. harvest data or use automated “spider” tools or bots;

5. infringe third-party intellectual property rights or applicable law;

6. use the Platform to provide services to unauthorised third parties; or

7. use the Platform in violation of applicable export-control, sanctions, or trade laws.

5.4 AstrisNexus may suspend access in case of breaches, security risks, or non-payment, and will lift the suspension once the issue has been remedied to its satisfaction. Suspension does not relieve the Client’s payment obligations.

6. International Use and Local-Law Compliance

6.1 The Platform is controlled from the Netherlands and may not be lawful in every jurisdiction. Each User is solely responsible for complying with all applicable local, state, national, and foreign laws, rules, and regulations—including securities laws, professional conduct rules, and data protection requirements—when using the Platform.

6.2 Users represent and warrant that they are not (a) located in, or a national of, a country or region subject to EU, UN, or US comprehensive sanctions, or (b) listed on any EU or US government-issued restricted-party list.

6.3 Clients acknowledge that AstrisNexus provides technology infrastructure and does not conduct regulated financial services activities in any jurisdiction. Use of the Platform is subject to compliance with applicable laws, including any restrictions on professional services, data handling, or technology use. AstrisNexus disclaims all responsibility for violations arising from misuse of the Platform in regulated contexts.

7. Helpdesk and Support

7.1 Standard support is available Monday to Friday, 09:00–17:00 CET, excluding Dutch public holidays.

7.2 Incidents must be reported via [email protected] with sufficient detail to enable reproduction and diagnosis of the issue.

7.3 Work necessitated by misuse, unauthorised modifications, or other non-standard use may be charged at AstrisNexus’s prevailing rates, subject to prior notice and Client approval for amounts exceeding €500.

8. Additional User Obligations

8.1 Users are responsible for:

1. maintaining reliable internet access and compatible hardware;

2. ensuring that uploaded Documentation is lawful, accurate, and free of third-party rights;

3. obtaining all necessary legal bases and consents for personal data processing;

4. maintaining adequate information-security controls on their own systems;

5. ensuring that they have the necessary rights or authorisation from the Client to upload and use any Documentation on the Platform.

9. Data Protection and Security

9.1 Data, including personal data, is processed in accordance with AstrisNexus’s Privacy Policy and the Data Processing Agreement, each of which is incorporated into the Agreement by reference and governs deletion, retention, and international transfer mechanisms where AstrisNexus acts as processor on behalf of the Client acting as controller. A current list of sub-processors and AI technology providers is set out in Annex I to the Data Processing Agreement.

9.2 AstrisNexus maintains an ISO/IEC 27001:2022 certified Information Security Management System (ISMS). ISO/IEC 27001 certification relates to AstrisNexus’s organisational security management practices and does not constitute a guarantee of security outcomes or immunity from security incidents.

9.3 AstrisNexus does not use Client Content to train, fine-tune, or otherwise improve the AI models used by the Platform. AstrisNexus may use Usage Data solely in aggregated and anonymised form for service improvement and performance monitoring.

9.4 Information about data storage locations, including regions and data centre arrangements, is described in the Privacy Policy and may be updated from time to time. Clients requiring specific data residency arrangements should address such requirements in the Order Form.

9.5 The Platform utilises third-party large language model providers for AI functionality. AstrisNexus implements contractual and technical safeguards to protect Client data when using such providers.

10. Fees and Payment

10.1 Fees applicable to the Platform are charged on a separate basis and consist of:

1. where applicable, Implementation Fees;

2. Licence Fees; and

3. where applicable, Usage-Based Fees.

10.2 Implementation Fees are non-refundable upon acceptance of the applicable Order Form, except to the extent AstrisNexus materially fails to deliver the implementation scope expressly agreed in that Order Form.

10.3 The Licence Term constitutes a minimum commitment period. Licence Fees for the committed Licence Term are non-cancellable and non-refundable and are payable in full irrespective of actual usage or early termination by the Client.

10.4 Upon termination or non-renewal, no pro-rata refund of prepaid License Fees will be provided, except where termination results from AstrisNexus’s material uncured breach, in which case prepaid fees for the unused portion of the License Term shall be refunded pro rata.

10.5 Unless otherwise specified in the applicable Order Form:

1. Implementation Fees are payable fifty percent (50%) upon execution of the Order Form and fifty percent (50%) upon completion and acceptance of the Implementation Services;

2. Licence Fees are payable monthly in advance for each month of the Licence Term specified in the applicable Order Form and are payable within thirty (30) days of the applicable invoice date; and

3. Usage-Based Fees are invoiced monthly in arrears and are payable within thirty (30) days of the applicable invoice date.

10.6 Late payments accrue statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code. AstrisNexus may suspend Platform access if payment is more than thirty (30) days overdue.

10.7 Unless otherwise stated in the Order Form, all fees are denominated in euros and stated exclusive of applicable taxes. Value Added Tax (VAT) applies as follows:

1. For Clients established in the Netherlands: Dutch VAT at the statutory rate;

2. For Clients established in the EU outside the Netherlands: reverse-charge mechanism applies under EU VAT rules;

3. For non-EU Clients: no EU VAT applies, but Clients remain responsible for any applicable local taxes or duties.

10.8 AstrisNexus may increase Licence Fees upon renewal of the Licence Term. Any such increase shall be communicated at least sixty (60) days prior to the applicable renewal date.

10.9 AstrisNexus may apply an annual indexation of the Licence Fees in accordance with the Dutch Consumer Price Index (CPI, all households), as published by Statistics Netherlands (CBS), with a maximum increase equal to the applicable CPI percentage.

10.10 Increases to Licence Fees during an ongoing Licence Term are not permitted, except where the Parties mutually agree in writing to any extension, expansion, or modification of the scope of the services, including but not limited to additional users, features, functionality, capacity, or usage volumes.

10.11 Implementation Fees are fixed and not subject to increase following execution of the applicable Order Form.

10.12 All fees are payable in full without deduction, set-off, counterclaim, or withholding, except to the extent required by law.

10.13 In the event of any conflict between this Section 10 and the terms of an Order Form, the Order Form shall prevail with respect to fees, payment terms, and License Term.

11. Ownership, Usage Rights and Intellectual Property

11.1 Client Content remains the exclusive property of the Client. AstrisNexus does not acquire or claim any ownership rights in or to such Documentation.

11.2 By uploading Client Content, the Client grants AstrisNexus a non-exclusive, royalty-free, worldwide, and revocable licence to access, store, use, analyse, and process such materials solely for the purpose of delivering the Services. This licence:

1. is non-transferable, except to sub-processors strictly required for service delivery;

2. includes the right to process Client Content through third-party AI providers as necessary for Platform functionality;

3. terminates automatically upon expiry or termination of the Agreement, subject to applicable retention obligations; and

4. does not authorise AstrisNexus to disclose Client Content to third parties, except as required for service delivery or as required by law.

11.3 The licence granted under Article 11.2 does not transfer any ownership rights in the Client Content to AstrisNexus or any third party. AstrisNexus acquires no intellectual property rights in Client Content by virtue of such licence.

11.4 AI Output is owned by the Client, subject to AstrisNexus’s retained ownership of (i) the underlying Platform technology, (ii) AI models and algorithms, (iii) templates and methodologies, and (iv) any proprietary processes used to generate the outputs. The Client receives a perpetual, royalty-free licence to use, modify, and reproduce AI Output for its internal business purposes and to provide copies to its clients in connection with advisory services, but not for public distribution, resale, or sublicensing.

11.5 For the avoidance of doubt, the Client may share AI Output with its own clients, their investors, counterparties, and regulators in the ordinary course of the Client’s advisory activities.

11.6 AstrisNexus retains all right, title, and interest in and to the Platform, including all software, AI models, algorithms, templates, methodologies, user interfaces, and any modifications, enhancements, or derivative works thereof. No rights are granted to the Client except as expressly set forth in these Terms.

11.7 The Client shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform.

11.8 Any suggestions, enhancement requests, recommendations, or other feedback provided by the Client regarding the Platform may be used by AstrisNexus without restriction or compensation. The Client hereby assigns to AstrisNexus all rights in such Feedback.

12. Confidentiality

12.1 Each party shall keep Confidential Information strictly confidential and use it solely for the performance of the Agreement.

12.2 The confidentiality obligation does not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) was lawfully known to the receiving party before disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality.

12.3 The confidentiality obligation survives for five (5) years after termination of the Agreement, or indefinitely in respect of trade secrets.

12.4 Unless otherwise agreed in the Order Form AstrisNexus may, with the Client’s prior written consent (email suffices), reference the Client’s name and display its corporate logo on the AstrisNexus website, in marketing materials, and in presentations to prospective clients, solely to identify the Client as a user of the Platform. Consent may be withdrawn at any time by written notice to [email protected]. Upon receipt of a withdrawal notice, AstrisNexus will cease using the logo in new materials and will remove it from its website within fourteen (14) days.

12.5 AstrisNexus may disclose Confidential Information to sub-processors and service providers (including cloud infrastructure and AI technology providers) to the extent necessary for delivery of the Service, provided such parties are bound by confidentiality obligations substantially similar to those in these Terms.

13. Regulatory Status

13.1 AstrisNexus provides technology infrastructure. AstrisNexus does not provide professional advisory services of any kind, including but not limited to investment, legal, financial, or tax advice.

13.2 AstrisNexus is not authorised to conduct regulated financial services activities under any applicable financial services regulatory regime. AstrisNexus does not arrange, execute, or facilitate securities transactions, nor does it provide portfolio management, investment research, or regulated financial analysis services.

13.3 AstrisNexus does not act as an agent, broker, intermediary, fiduciary, or representative of any Client. No agency, partnership, joint venture, or employment relationship is created by these Terms or by use of the Platform. AstrisNexus has no authority to bind any Client or to act on behalf of any Client.

13.4 AstrisNexus makes no representation that use of the Platform will result in successful transactions, accurate valuations, or favourable outcomes. Where the Platform includes directory, networking, or information-sharing features, AstrisNexus does not endorse, recommend, or vouch for any listed parties and is not responsible for any engagements, relationships, or transactions that may result.

14. Artificial Intelligence and Professional Responsibility

14.1 The Platform utilises large language models and other artificial intelligence technologies to generate AI Output. AI Output is probabilistic in nature and may contain inaccuracies, omissions, inconsistencies, or content that is unsuitable for a particular purpose. AI Output is generated automatically and without human review by AstrisNexus. The Platform is workflow support infrastructure and is not a decision-making system, valuation engine, or analytical tool warranted as accurate for investment, transactional, or advisory decision-making.

14.2 AI Output does not constitute legal, financial, investment, tax, valuation, or other professional advice or opinions from AstrisNexus. AstrisNexus does not act as advisor, intermediary, broker, fiduciary, or decision-maker. AstrisNexus does not participate in, facilitate, negotiate, structure, or execute transactions, does not handle or transmit funds or securities, and receives compensation solely for the provision of technology infrastructure.

14.3 Users and Clients remain solely responsible for:

1. reviewing, verifying, editing, and finalising all AI Output before use or reliance;

2. independently assessing the accuracy, completeness, consistency, and suitability of AI Output;

3. exercising independent professional judgment and maintaining applicable professional standards;

4. ensuring compliance with all applicable laws, regulations, licensing requirements, and professional conduct rules; and

5. all communications, advice, documents, analyses, and deliverables provided to their own clients or counterparties, irrespective of whether such materials were generated or assisted by the Platform.

AI Output shall not be presented as final work product without appropriate professional review and modification.

14.4 AstrisNexus does not review, verify, endorse, approve, or validate Client Content or AI Output. AstrisNexus makes no representations or warranties, whether express or implied, regarding the accuracy, reliability, completeness, fitness for purpose, or suitability of any information processed or generated by the Platform.

14.5 Users and Clients acknowledge that reliance on AI Output without adequate independent verification may result in material errors, omissions, or unsuitable outcomes. AstrisNexus expressly disclaims all liability for decisions, actions, or omissions taken in reliance on AI Output, to the maximum extent permitted under applicable law.

14.6 Where AI Output or AI-assisted materials are provided to third parties, Users and Clients shall:

1. comply with all applicable legal, regulatory, and professional transparency obligations concerning the use of AI-assisted tools;

2. ensure such materials have been independently and professionally reviewed and verified;

3. not represent such materials as having been reviewed, verified, endorsed, or approved by AstrisNexus; and

4. assume full responsibility for their accuracy and suitability.

15. Disclaimer of Warranties

THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

15.1 Without prejudice to Section 14, AstrisNexus specifically disclaims any warranties regarding:

1.  the accuracy, reliability, completeness, or timeliness of any AI Output or other information generated or processed through the Platform;

2.  the suitability of the Platform or any AI Output for any particular purpose or use case;

3. uninterrupted, error-free, or secure operation of the Platform;

4. the results that may be obtained from use of the Platform;

5. that AI Output will meet Client or User requirements or expectations; or

6. that defects in AI models or Platform functionality will be identified or corrected.

15.2 Users acknowledge that the Platform is subject to ongoing development. Features or functionality may be modified, removed, or operate differently than expected. Certain features may be designated as “beta,” “pilot,” or “experimental,” in which case they are provided without any warranty whatsoever and may be unstable, incomplete, or subject to material changes.

15.3 Where the exclusion of implied warranties is not permitted under applicable law, such warranties are limited to the minimum extent required by law.

16. Liability

16.1 AstrisNexus’s aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:

1. for paying Clients: the total fees (Implementation Fees plus License Fees) paid by the Client in the twelve (12) months immediately preceding the event giving rise to liability; or

2. for Clients using the Platform without charge (including during pilot or trial periods): liability is excluded to the maximum extent permitted by applicable law.

16.2 Where multiple claims arise from the same underlying facts or circumstances, they shall be treated as a single claim for purposes of this limitation.

16.3 To the maximum extent permitted by applicable law, AstrisNexus shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, investment value, transaction outcome, regulatory exposure, or other economic or non-economic loss, whether arising in contract, tort, or otherwise, and whether or not AstrisNexus has been advised of the possibility of such damages.

16.4 The exclusions and limitations set out in this Section shall not apply to the extent such liability arises from AstrisNexus’s wilful misconduct or gross negligence, or where liability cannot be excluded under applicable law, and shall in all cases remain subject to the aggregate liability cap set out in Section 16.1.

16.5 Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by law, including liability for:

1. death or personal injury caused by negligence;

2. fraud or fraudulent misrepresentation; or

3. any other liability that cannot be excluded or limited under applicable law.

17. Indemnification

17.1 The Client shall indemnify, defend, and hold harmless AstrisNexus, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or in connection with:

1. Client Content or other materials uploaded, provided, or processed by the User or Client via the Platform;

2. any breach of the Agreement by the User or Client;

3. any infringement or alleged infringement of third-party intellectual property rights, privacy rights, or confidentiality obligations by the User or Client;

4. the Client’s misuse of the Platform, including use in violation of applicable laws or these Terms; or

5. any claim that Client-provided data, instructions, or materials caused the Platform to generate unlawful, defamatory, or infringing outputs.

17.2 Excluded from indemnity: Claims arising solely from AstrisNexus’s own negligence, wilful misconduct, or breach; regulatory investigations or penalties arising from AstrisNexus’s regulatory status or conduct; professional liability claims against the Client for advisory services provided to the Client’s own clients (Client retains this risk as part of professional practice); or claims related to defects, errors, or malfunctions in the Platform itself (covered by AstrisNexus warranties and liability provisions instead).

17.3 AstrisNexus will: (i) promptly notify the Client of any claim subject to indemnification (provided that failure to notify does not relieve the Client’s obligations except to the extent materially prejudiced); (ii) provide reasonable cooperation in the defence of such claim; and (iii) grant the Client sole control of the defence and settlement, provided that the Client may not settle any claim in a manner that:

1. admits fault or liability on behalf of AstrisNexus;

2. imposes obligations on AstrisNexus; or

3. restricts AstrisNexus’s business operations,

without AstrisNexus’s prior written consent (not to be unreasonably withheld).

17.4 Nothing in this Section 17 shall require the Client to indemnify AstrisNexus for consequences that are wholly disproportionate to the Client’s actions or that arise primarily from defects in the Platform or AstrisNexus’s own conduct.

18. Term, Suspension, Termination and Exit

18.1 The License Term commences on the date specified in the Order Form and continues for the initial License Term.

18.2 The Licence Term shall automatically renew for successive renewal terms equal in length to the initial Licence Term, unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Licence Term. Any renewal shall be subject to the applicable fees communicated in accordance with Section 10.5 and the then-current Terms. If the Licence Term expires without renewal, the Client’s access to the Platform shall terminate.

18.3 Either party may terminate the Agreement with immediate effect if:

1. the other party commits a material breach that is not cured within twenty (20) business days of written notice specifying the breach; or

2. the other party becomes insolvent, enters bankruptcy, liquidation, or administration, or is subject to comparable proceedings.

18.4 Termination for cause does not relieve the Client of its obligation to pay all fees due for the remainder of the License Term, except where termination results from (i) AstrisNexus's material uncured breach, or (ii) AstrisNexus's insolvency, bankruptcy, liquidation, or administration under Section 18.3(b), in which case the Client shall not be liable for License Fees attributable to the period after the effective date of termination, and prepaid fees for such period shall be refunded pro rata.

18.5 AstrisNexus may suspend Platform access (without terminating the Agreement) if:

1. payment is more than thirty (30) days overdue;

2. AstrisNexus reasonably believes the Client is in material breach of these Terms;

3. suspension is required to prevent harm to AstrisNexus, the Platform, or other clients; or

4. required by law or regulatory authority.

18.6 AstrisNexus will provide reasonable notice before suspension unless immediate suspension is necessary. Suspension does not relieve the Client’s payment obligations. Access will be restored once the issue is remedied to AstrisNexus’s reasonable satisfaction.

18.7 Upon termination or expiration:

1. Platform access ceases immediately (or on the effective date of termination);

2. the Client shall promptly pay all outstanding fees, including all License Fees due for the remainder of the committed License Term (if termination is by the Client or for Client breach);

3. within thirty (30) days after termination, the Client may request a machine-readable export of its Client Content and AI Output in commonly available formats (JSON, CSV, PDF, or XLSX). Requests for specialised formats may incur additional fees as specified in Section 18.7(e);

4. AstrisNexus will delete Client Content within ninety (90) days after termination, except where: (i) longer retention is required by applicable law or regulation; (ii) the Client has requested specific retention for legal or regulatory purposes; (iii) the data resides in backup systems, in which case deletion will occur in accordance with AstrisNexus’s standard backup retention cycle (maximum 180 days from termination); or (iv) anonymised or aggregated data is retained for service improvement as permitted under the Privacy Policy. For deletion of personal data, the procedures set forth in the Privacy Policy and DPA shall apply;

5. AstrisNexus may charge reasonable costs for extended retention periods, assisted data migration, or customised export formats beyond standard offerings; and

6. all licences granted by the Client to AstrisNexus terminate, subject to applicable survival provisions.

18.8 The following provisions survive termination or expiration: Sections 8 (User Obligations), 9 (Data Protection — to the extent required for post-termination data handling), 10 (Fees — to the extent fees remain due), 11 (Intellectual Property), 12 (Confidentiality), 13 (Regulatory Status), 14 (Artificial Intelligence and Professional Responsibility), 15 (Disclaimer of Warranties), 16 (Liability), 17 (Indemnification), 19 (Amendments and Notices), 20 (Governing Law), 21 (Limitation Period), and 22 (Miscellaneous), together with any other provisions that by their nature are intended to survive.

19. Amendments and Notices

19.1 AstrisNexus may amend these Terms by giving thirty (30) days’ prior notice via the Platform or by email. For material changes that substantially reduce functionality or materially increase obligations, AstrisNexus will provide sixty (60) days’ notice where commercially reasonable. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

19.2 Amendments shall not materially affect an active License Term under an executed Order Form without mutual written agreement, except where required by law, regulation, or security requirements. Changes apply to renewals unless otherwise agreed.

19.3 If the Client objects to amendments affecting future renewals and the parties cannot agree on revised terms, the Client may decline to renew by providing notice in accordance with Section 18.2, but such objection does not affect the Client’s obligations during the current License Term.

19.4 All notices under the Agreement may be given by email unless mandatory law requires another form. Notices to AstrisNexus shall be sent to [email protected] (or such other address as notified). Notices to the Client shall be sent to the Client’s designated notification email address, which the Client must keep accurate and up to date.

20. Governing Law and Dispute Resolution

20.1 The Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed exclusively by the laws of the Netherlands.

20.2 The parties shall first attempt to resolve any dispute amicably. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

21. Limitation Period

21.1 Any claim arising out of or related to the Agreement must be brought within two (2) years from the date on which the claimant first became aware—or should reasonably have become aware—of the facts giving rise to the claim, failing which the claim is permanently barred, to the extent permitted by applicable mandatory law.

22. Miscellaneous

22.1 If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22.2 The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, discussions, or agreements relating thereto.

22.3 Neither party may assign or transfer the Agreement without the other party’s prior written consent, except that AstrisNexus may assign the Agreement without consent to an affiliate, or in connection with a merger, reorganisation, or sale of substantially all of its assets.

22.4 Nothing in the Agreement shall be construed to create an agency, partnership, or joint venture between the parties.

22.5 Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, epidemics, war, terrorism, labour disputes, or cloud-service provider outages.

22.6 The controlling language of these Terms is English. Translations are provided for convenience only and shall have no legal effect.

22.7 AstrisNexus may from time to time make available features or functionality designated as “beta,” “pilot,” “experimental,” or similar designations (“Beta Features”). Beta Features are provided “as-is” without warranty of any kind and may be modified or discontinued at any time without notice. AstrisNexus shall have no liability whatsoever for Beta Features, and Clients use Beta Features entirely at their own risk.

22.8 The Agreement is entered into solely between AstrisNexus and the Client. Nothing in the Agreement, express or implied, is intended to or shall confer upon any third party (including the Client’s own clients, counterparties, investors, or other stakeholders) any legal or equitable right, benefit, or remedy of any nature whatsoever. No third party may enforce any term of the Agreement or bring any claim arising from or related to the Agreement.

22.9 In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply (highest to lowest):

1. The applicable Order Form;

2. The Data Processing Agreement (for data protection matters only);

3. These General Terms and Conditions.

22.10 For the avoidance of doubt, no terms contained in purchase orders, vendor onboarding forms, or other Client-generated documents shall modify the Agreement unless expressly accepted by AstrisNexus in a written instrument signed by an authorised officer.

Questions about these Terms or the Agreement may be directed to AstrisNexus’s legal team at [email protected].