Version: 2.0

Date: 21 June 2026

1. Definitions

The following capitalised terms shall have the meanings set out below:

2. Applicability

2.1. These General Terms and Conditions apply to all Agreements between dembrane and the Client and to all Services provided by dembrane.

2.2. If the Client applies its own purchasing or other terms and conditions (including GIBIT, ARBIT or municipal procurement terms), such terms shall not apply unless and to the extent the parties have expressly agreed in the order confirmation which provisions of those terms shall take precedence over these General Terms and Conditions. Such arrangements shall be included as an annex to the Agreement.

2.3. Deviations from these General Terms and Conditions shall only be valid if agreed in writing in the Agreement.

2.4. In the event of any conflict, the following order of precedence shall apply: (1) the order confirmation or quotation, (2) the DPA, (3) the other Annexes, (4) these General Terms and Conditions.

3. Services and licence

3.1. dembrane grants the Client, for the duration of the Agreement, a non-exclusive, non-sublicensable right to use the Platform, solely for the Client's internal business operations and, where the Client operates external Workspaces, for the delivery of projects on behalf of a Data Owner in accordance with Articles 3.8 and 3.9, and otherwise in accordance with the Documentation. This right of use is non-transferable, save for the transfer of an external Workspace to its Data Owner as described in Article 3.9.

3.2. The right of use is provided on a per-Seat basis and is limited to the number of Seats and the functionalities associated with the agreed tier, as described in the Agreement. A Seat is required for each User, save for read-only observer seats as described in Article 3.8.

3.3. dembrane may further develop, update and improve the Platform. Changes that materially restrict core functionality shall be announced in advance via the Platform.

3.4. The quality of transcriptions and analyses depends in part on the quality of the audio input provided (background noise, microphone quality, spoken language). This constitutes a scope delineation, not a limitation of warranty.

3.5. dembrane is not responsible for the operation of integrations, connections or third-party applications that are connected to the Platform by the Client and that are not managed by dembrane.

3.6. Services that do not involve the processing of personal data (e.g. dembrane-training) may be activated immediately upon signing of the Agreement. Services that involve the processing of personal data (uploading audio, transcription, LLM analysis of transcriptions) shall only be activated after the DPA (Annex B) has been validly accepted by both parties.

3.7. Tiers and usage. The Platform is offered in three tiers, distinguished by their compliance characteristics: Innovator, Changemaker and Guardian. The functionalities, compliance characteristics and fees associated with each tier are as described in the Agreement and the Documentation. dembrane does not meter or cap usage of recording, transcription or analysis by volume or duration, and does not charge by credits. dembrane reserves the right to apply and adjust reasonable rate limits to protect the stability and fair use of the Platform, as referred to in Articles 4.2(c) and 9.4(c). A large majority of Users will not encounter such limits.

3.8. Workspaces. The Client may create Workspaces to separate projects. On creation, each Workspace is designated as internal or external.

3.9. Data ownership and transfer. The Data Owner is the controller of the personal data processed in a Workspace within the meaning of the GDPR. Processing of such personal data by dembrane is governed by the DPA (Annex B), to which the Data Owner is party as Controller, and dembrane processes such personal data as a processor in its own right. Where the Client operates an external Workspace on behalf of a Data Owner, the Client acts as a processor of that Data Owner and is responsible for establishing its own lawful basis and processing arrangements with the Data Owner. Where the Data Owner establishes its own account, ownership of the external Workspace passes to the Data Owner, who may add further Seats through its own billing context, while the original creator retains access to the Seats it has already paid for. Projects may be transferred freely within a single data-ownership context. Projects may not be moved between internal and external Workspaces, or between separate data-ownership contexts, for compliance reasons; any such transfer is a support-assisted process.

3.10. Legacy tiers. The Pilot and Pioneer tiers are no longer offered. Agreements entered into on a retired tier, or on superseded terms, remain governed by their existing order confirmation until their next renewal date, at which point the then-current tiers and terms apply unless the parties agree otherwise in writing.

4. Acceptable use

4.1. The Client warrants that the Platform shall be used exclusively in accordance with the Agreement, the Documentation and applicable laws and regulations.

4.2. The Client and its Users are not permitted to:

4.3. The Client is responsible for the acts and omissions of its Users. The Client shall ensure that Users are adequately instructed on the correct use of the Platform.

4.4. The Client is responsible for the security of login credentials and shall report any unauthorised access to dembrane without delay.

5. Intellectual property

5.1. All intellectual property rights in the Platform, the underlying software, the Documentation and the technology developed by dembrane vest exclusively in dembrane or its licensors.

5.2. The Client retains all rights to the Client Data. Output generated by the Platform on the basis of Client Data shall be considered the property of the Client.

5.3. The Client grants dembrane the right to use Client Data to the extent necessary for the performance of the Services. This right shall terminate upon termination of the Agreement, subject to the retention periods set out in the DPA.

5.4. If the Client provides feedback, suggestions or improvement proposals to dembrane, dembrane may freely use these for the further development of the Platform, without the Client being entitled to any compensation. Feedback shall not be traced back to individual Clients.

5.5. dembrane may collect and use anonymised and aggregated usage statistics (not Client Data) for platform improvement, benchmarking and reporting purposes.

6. Fees and payment

6.1. The Client shall pay the fees as agreed in the Agreement. All amounts are exclusive of VAT unless stated otherwise.

6.2. Invoicing shall take place as follows, unless otherwise agreed in the Agreement:

6.3. The payment term is 30 days from the invoice date.

6.4. If the payment term is exceeded, the Client shall be in default by operation of law and shall owe statutory commercial interest (Article 6:119a of the Dutch Civil Code) on the outstanding amount.

6.5. If the Client fails to pay within an additional period of 14 days following a written reminder, dembrane shall be entitled to suspend the Services until full payment has been received. Suspension shall not release the Client from its payment obligations.

6.6. dembrane may adjust the fees as of the renewal date. Any fee adjustment shall be communicated to the Client in writing no later than 60 days before the renewal date. If the Client does not agree to the fee adjustment, the Client shall have the right to terminate the Agreement as of the renewal date, subject to the notice period set out in Article 7.2. If dembrane fails to provide timely notice, the existing fees shall remain in effect for the subsequent renewal period.

6.7. Per-Seat model and usage. Fees are based on the number of Seats and the agreed tier, and not on metered usage or credits. Where a Client's usage is consistently and substantially above typical levels, dembrane may contact the Client to agree a custom fee in line with its usage. For external Workspaces, fees are invoiced within the Workspace's own billing context; where ownership of an external Workspace passes to the Data Owner, Seats subsequently added by the Data Owner are invoiced to the Data Owner.

7. Term and renewal

7.1. The Agreement is entered into for the initial term as agreed in the order confirmation.

7.2. For subscription-based Services as referred to in Article 6.2(a), the Agreement shall be tacitly renewed upon expiry of the initial term for the same period, unless either party terminates the Agreement in writing with a notice period of at least 30 days before the end of the then-current period. For event-based Services as referred to in Article 6.2(b), the Agreement shall terminate upon completion of the Services, without tacit renewal.

7.3. Termination shall be effected in writing; an email to the contact address specified in the Agreement shall suffice.

7.4. The Agreement shall take effect on the date of signing. For Services involving the processing of personal data, Article 3.6 shall apply.

8. Termination

8.1. Either party may terminate the Agreement with immediate effect if:

8.2. If the DPA has not been signed by both parties within 60 days of signing the Agreement, either party shall have the right to terminate the Agreement free of charge.

8.3. Consequences of termination:

8.4. The obligations under Article 5 (Intellectual property), Article 10 (Liability), Article 12 (Confidentiality) and Article 17 (Governing law) shall survive termination.

9. Warranties and disclaimers

9.1. dembrane warrants that the Platform shall function in all material respects in accordance with the Documentation. In the event of a demonstrable deviation, the sole remedy shall be for dembrane to remedy the deviation within reason.

9.2. If no SLA (Annex A) has been declared applicable, dembrane shall use reasonable efforts to achieve a Platform availability of at least 99.0% per calendar month, measured excluding scheduled maintenance announced at least 48 hours in advance. This constitutes a best-efforts obligation; the service credits and escalation procedures from the SLA shall not apply in such cases.

9.3. dembrane does not warrant that the Platform will function without interruption, error-free or free of all vulnerabilities.

9.4. The Platform uses third-party LLMs for transcription, summarisation and analysis. The Client acknowledges and accepts that:

9.5. Beta Features are expressly experimental and are provided "as is". No SLA obligations, warranties or liability of dembrane shall apply to Beta Features. The Client is advised not to use Beta Features for production-critical workflows without independent validation.

9.6. dembrane shall make its then-current ISO 27001 certificate and, where available, the summary of the most recent penetration test report available through its compliance data room. The Client may consult these documents at any time. The Client's audit right in respect of the processing of personal data is exclusively governed by the DPA (Annex B, Article 7).

10. Liability

10.1. The total liability of dembrane towards the Client, on any legal basis whatsoever, shall be limited per calendar year to the amount actually paid by the Client to dembrane for the Services in the 12 months preceding the event giving rise to the damage.

10.2. dembrane shall not be liable for indirect damage, including but not limited to consequential damage, loss of profit, missed savings, damage due to business interruption and damage due to loss or corruption of data.

10.3. The limitations in this article shall not apply in the event of:

10.4. The service credits set out in the SLA (Annex A) shall constitute the sole and exclusive remedy of the Client for failures in the availability and performance of the Platform.

10.5. The Client is responsible for the use of the Platform and the Output by its Users. dembrane shall not be liable for damage arising from decisions taken by the Client on the basis of AI-generated Output without adequate independent verification.

10.6. The total liability of the Client towards dembrane, on any legal basis whatsoever (including the indemnification under Article 11.1), shall be limited per calendar year to twice the amount actually paid by the Client to dembrane for the Services in the 12 months preceding the event giving rise to the damage.

11. Protection against third-party claims

11.1. Client's responsibility. If a third party files a claim against dembrane in connection with:

the Client shall indemnify dembrane against the reasonable costs and damage incurred by dembrane as a result of such claim.

11.2. dembrane's responsibility. If a third party files a claim against the Client on the basis of infringement of intellectual property rights applicable in the Netherlands by the Platform itself (not by Client Data or Output), dembrane shall indemnify the Client, provided that:

11.3. Procedure. The party receiving a claim shall notify the other party in writing as soon as reasonably practicable. The parties shall cooperate in good faith in handling the claim.

12. Confidentiality

12.1. Both parties shall treat confidential information of the other party as strictly confidential and shall use such information solely for the performance of the Agreement.

12.2. Information shall be deemed confidential if it has been designated as such or if its confidential nature is reasonably apparent.

12.3. The confidentiality obligation shall not apply to information that:

12.4. The confidentiality obligation shall remain in force for the duration of the Agreement and a reasonable period thereafter.

13. Processing of personal data

13.1. To the extent that dembrane processes personal data on behalf of the Client or a Data Owner in the performance of the Services, dembrane shall act as a processor within the meaning of the GDPR. The terms for such processing are set out in the DPA (Annex B). Data ownership in respect of Workspaces is governed by Article 3.9.

13.2. The DPA may be signed separately by the duly authorised representative of the Client or the Data Owner. See Article 3.6 for the phased activation of Services.

13.3. Further arrangements regarding the processing of personal data, including security measures, sub-processors and retention periods, are exclusively governed by the DPA.

14. Force majeure

14.1. Neither party shall be liable for a failure to perform its obligations under the Agreement to the extent that such failure is caused by force majeure.

14.2. Force majeure shall in any event include: natural disasters, war, terrorism, government measures, strikes, epidemics, disruptions in telecommunications or energy infrastructure, and — to the extent outside dembrane's sphere of influence — disruptions at or changes by third-party AI providers, cloud infrastructure providers and their underlying suppliers, and internet outages.

14.3. If the force majeure situation continues for more than 60 days, either party shall have the right to terminate the Agreement in writing. Services already performed shall be settled on a pro rata basis.

15. Amendments

15.1. dembrane may amend these General Terms and Conditions. Non-material amendments shall be announced by email at least 60 days before they take effect. If the Client continues to use the Services after the effective date, the Client shall be deemed to have accepted the amendments.

15.2. Amendments that materially limit the liability, fees, core functionality or service levels to the detriment of the Client shall require the Client's written consent. Such amendments shall be announced at least 60 days before the intended effective date: changes to core functionality via the Platform, and changes to liability, fees or service levels by email. If the Client does not consent, the Client shall have the right to terminate the Agreement as of the effective date of the amendment, without owing any compensation.

15.3. If an SLA is applicable, it shall be evaluated annually on the basis of actual performance. Adjustments to the SLA shall be subject to the amendment regime set out in this article.

16. Miscellaneous provisions

16.1. Assignment. Neither party may assign rights or obligations under the Agreement to a third party without the prior written consent of the other party, except for assignment to a group company or in the context of a merger or acquisition. The transfer of an external Workspace to its Data Owner under Article 3.9 does not constitute an assignment requiring consent under this article.

16.2. Use for the benefit of third parties. The Client may use the Platform for the benefit of separate organisations through external Workspaces. Such use, including data ownership, billing and transfer, is governed by Articles 3.8 and 3.9. The Client remains the contracting party of dembrane for the Seats it has paid for and remains responsible for use of the Platform by the Users it authorises.

16.3. Independent parties. The Agreement does not create any employment relationship, partnership, agency or joint venture between the parties.

16.4. Entire agreement. The Agreement (including Annexes) constitutes the entire agreement between the parties and supersedes all prior oral and written agreements relating to the subject matter of the Agreement.

16.5. Severability. If any provision of these General Terms and Conditions is void or voidable, this shall not affect the validity of the remaining provisions. The parties shall replace the relevant provision with a valid provision that approximates the original intent as closely as possible.

16.6. Notices. Notices under the Agreement shall be made in writing. Email to the contact address specified in the Agreement shall qualify as written notice. Notices shall be deemed received on the day of dispatch by email, or 2 business days after dispatch by post.

16.7. Publicity. dembrane may reference the Client's name and logo on its website and in commercial communications, solely with the Client's prior written consent.

17. Governing law and disputes

17.1. The Agreement and these General Terms and Conditions shall be governed by Dutch law.

17.2. Disputes arising from or in connection with the Agreement shall in the first instance be submitted exclusively to the competent court in 's-Hertogenbosch, unless a different competent court has been designated in the order confirmation.

Annexes

The following annexes may form part of the Agreement. The order confirmation shall specify which annexes are applicable.