# Business SaaS Terms

Version: 2026-08-23

## 1. Parties and scope

These Business SaaS Terms (“Terms”) are between d5s B.V. (“d5s”, “we”, “us”) and the business or other organisation identified during signup or ordering (“Customer”). They govern Customer's access to and use of the d5s services, applications, documentation, and support identified in an online checkout, Order Form, or service description (the “Service”).

If you are an individual buying a self-service subscription mainly for private use, Consumer Terms version 2026-08-23 apply to your purchase, form part of the Agreement, identify the Business SaaS Terms version they incorporate, and prevail where they state a different rule.

Customer accepts these Terms by creating an account, placing an order, or using the Service after these Terms are made available. Except where the Consumer Terms apply, the person doing so represents that they:

1. act for a business, public body, foundation, association, or other organisation and not primarily as a consumer;
2. have authority to bind Customer; and
3. are at least 18 and legally capable of entering the agreement.

These Terms, the Consumer Terms where applicable, the Acceptable Use Policy (“AUP”), the Data Processing Addendum (“DPA”) where d5s processes personal data on Customer's behalf, the applicable Order, any SOW, and any expressly incorporated schedules together form the agreement between the parties (the “Agreement”). “Order” means an online checkout completed by Customer or an order form agreed by both parties (“Order Form”). “SOW” means a statement of work agreed by both parties.

## 2. Order of precedence

If documents conflict, the following order applies: (1) the Standard Contractual Clauses incorporated under the DPA, for the transfers they govern; (2) the DPA, for data-protection subject matter; (3) the Consumer Terms, for consumer subject matter where they apply; (4) the Order and its special terms; (5) an applicable SOW, for the services it describes; (6) a service-specific SLA; (7) these Terms; (8) the AUP; and (9) documentation. An Order Form may vary the ranking of items (4) to (9) only. A purchase order is administrative only and its additional terms do not apply.

## 3. Accounts and authorised users

Customer must provide accurate information, keep it current, designate administrators, and protect credentials and authentication devices. Customer is responsible for its authorised users, their permissions, and activity under Customer's accounts, except to the extent caused by d5s's breach.

Customer will promptly notify security@d5s.tech of suspected unauthorised access and cooperate with reasonable containment steps. Accounts and credentials may not be shared outside the licensed user or transferred to another person except through supported administration.

An authorised user may close their individual account through the available product process. Closure may be delayed where the user is the last owner or administrator of an active organisation or workspace, where ownership must first be transferred, or where an active subscription or unresolved payment obligation requires action. Ordinary profile data is deleted or irreversibly anonymised within 30 days after closure, subject to the retention exceptions in the Privacy Notice.

## 4. Right to use the Service

During the subscription term and subject to the Agreement, d5s grants Customer a limited, non-exclusive, non-transferable right for authorised users to access and use the Service for Customer's internal business purposes.

Customer may not:

- resell, sublicense, or provide the Service as a bureau service unless an Order expressly permits it;
- copy, modify, reverse engineer, decompile, or attempt to derive source code except to the limited extent a law does not allow that restriction;
- circumvent usage, access, safety, or security controls;
- benchmark or test the Service for publication without written permission, except for internal evaluation;
- use the Service to build a substantially competing service using non-public aspects of d5s;
- remove proprietary notices; or
- use the Service contrary to the AUP.

## 5. Customer content and instructions

“Customer Content” means data, prompts, files, messages, configurations, credentials, connector data, tool results, outputs, and other material submitted to or generated for Customer through the Service.

As between the parties, Customer retains its rights in Customer Content. Customer grants d5s and its subprocessors a non-exclusive right to host, copy, transmit, display, and otherwise process Customer Content only as needed to provide, secure, maintain, and support the Service in accordance with the Agreement.

Customer is responsible for:

1. having all rights, notices, legal bases, and permissions needed for Customer Content and instructions;
2. configuring users, workspaces, agents, connectors, tools, recipients, and approvals;
3. the lawfulness and accuracy of Customer Content;
4. deciding whether outputs are suitable before relying on or disclosing them; and
5. maintaining exports or backups where the ordered service does not expressly include a backup commitment.

d5s does not acquire ownership of Customer Content and does not use it to train a d5s general-purpose model. d5s may use service-generated usage, reliability, and security telemetry to operate and improve the Service, but will minimise or aggregate that telemetry and will not use it to identify Customer or disclose Customer Confidential Information except as needed to provide support, secure the Service, or comply with law.

## 6. AI, tools, and third-party services

The Service may use probabilistic AI models and may let authorised users connect tools, models, data sources, or destinations provided by third parties.

Customer acknowledges that:

- outputs may be incomplete, inaccurate, non-unique, offensive, or unsuitable;
- similar outputs may be generated for other users;
- Customer must apply qualified human review before material decisions or actions;
- the Service is not a substitute for legal, medical, financial, safety, employment, or other professional judgment;
- Customer is responsible for permissions and actions it grants to agents and connected services; and
- third-party services have their own terms, availability, and data practices.

d5s may transmit Customer Content to a selected or configured provider to perform Customer's instruction. Current subprocessors are listed in the Subprocessor List. Customer-directed integrations are not controlled by d5s merely because they are accessible through the Service.

## 7. Acceptable use and safeguards

Customer and authorised users must comply with the AUP and applicable law. Customer must not use the Service where failure or an erroneous output could reasonably lead directly to death, serious bodily injury, or catastrophic physical or environmental damage without a separately agreed, appropriately certified control environment.

Customer must implement proportionate oversight for consequential workflows, including access limits, testing, monitoring, human approval, and a way to stop or reverse actions where appropriate.

## 8. Subscriptions, usage, and changes

The selected plan, subscription period, seats, included usage, usage charges, credits, and features appear in the Order. Subscriptions begin on the stated start date and renew for the stated renewal period unless cancelled in accordance with the Agreement.

Customer may cancel self-service renewal through the available account controls or by contacting hello@d5s.tech before the renewal date. Cancellation takes effect at the end of the then-current paid period unless the Agreement states otherwise. Fees already paid are non-refundable except where the Agreement or mandatory law provides otherwise.

Customer is responsible for usage above included quantities at the rates disclosed before the usage is incurred. d5s will not treat an ambiguous product label as authority to charge an undisclosed amount.

d5s may change a self-service plan or price prospectively by giving at least 30 days' notice. A change takes effect no earlier than the next renewal, unless Customer affirmatively orders it sooner. If Customer does not agree, Customer may cancel renewal before the change takes effect.

## 9. Fees, payment, and tax

Customer will pay the fees stated in the Order in the stated currency and by the due date. Self-service payments may be processed by Stripe. Customer authorises recurring charges for the subscription and disclosed usage until cancellation takes effect.

Fees are exclusive of VAT and similar taxes unless expressly stated. Customer will provide valid billing and VAT information and pay applicable taxes other than taxes on d5s's net income. Where reverse charge or withholding applies, the parties will cooperate with legally required documentation.

Overdue undisputed amounts may accrue statutory commercial interest and reasonable collection costs to the extent permitted by law. d5s will give notice and a reasonable opportunity to cure before suspending solely for non-payment, except for fraud, chargeback abuse, or urgent risk. Customer must raise a good-faith invoice dispute within 30 days after the invoice date, without limiting rights that cannot lawfully be waived.

## 10. Privacy and security

Each party will comply with applicable data-protection law. The Privacy Notice explains d5s controller processing. If d5s processes personal data on Customer's behalf, the current DPA at the time of acceptance, or the DPA listed in the Order, applies.

d5s will maintain the technical and organisational measures described in Annex 2 of the DPA, or in a security schedule expressly incorporated in an Order Form. Those measures apply to all Customer Content, whether or not it contains personal data. d5s may update those measures provided the overall protection is not materially reduced. Customer remains responsible for secure account configuration, authorised-user conduct, connector permissions, endpoint security, and lawful instructions.

## 11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential, including Customer Content, security information, product roadmaps, pricing, and business plans.

Recipient will use Confidential Information only to perform the Agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers, and subprocessors who need it and are bound by confidentiality. These duties do not cover information Recipient can document was lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source.

If law requires disclosure, Recipient will give advance notice where legally permitted and disclose only what is required. On request or termination, Recipient will return or delete Confidential Information except for legally required records and protected backups.

## 12. Intellectual property

d5s and its licensors retain all rights in the Service, software, documentation, models, designs, and improvements. No rights are granted except those expressly stated.

If Customer provides feedback, Customer grants d5s a worldwide, perpetual, irrevocable, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.

Any professional-services deliverable and related IP treatment is governed by the applicable SOW. Unless a SOW says otherwise, d5s retains pre-existing materials, tools, methods, generic know-how, and reusable components.

## 13. Service operation, changes, and beta features

d5s may maintain and improve the Service and may change features where this does not materially reduce the core paid functionality during a committed term. d5s may replace third-party providers or models and will follow DPA subprocessor notice obligations where applicable.

Preview, beta, experimental, or evaluation features are identified as such, may change or end, and are provided without an SLA. Customer should not use them for production-critical or regulated workloads unless expressly agreed.

## 14. Suspension

d5s may limit or suspend affected access when reasonably necessary to prevent or address:

- a security incident or credible threat;
- unlawful use or a material AUP breach;
- harm to the Service, another customer, or a third party;
- non-payment after notice and cure;
- a legal or regulatory requirement; or
- usage materially exceeding technical limits in a way that threatens service integrity.

Where feasible and lawful, d5s will give notice, limit suspension to the affected scope, and work with Customer to restore access after the issue is resolved. Urgent action may occur without prior notice.

## 15. Warranties

Each party warrants it has authority to enter the Agreement.

d5s warrants that the paid Service will materially conform to its applicable documentation during the subscription term and that professional services will be performed with reasonable skill and care. Customer's exclusive remedy for a verified breach is re-performance or correction; if d5s cannot materially correct it within a reasonable period, Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the unused affected period.

Except as expressly stated and to the maximum extent permitted by law, the Service, outputs, beta features, and third-party services are provided “as is”. d5s disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Mandatory warranties remain unaffected.

## 16. Indemnities

d5s will defend Customer against a third-party claim that the unmodified paid Service, when used as permitted by the Agreement, infringes that third party's intellectual-property right, and will pay damages and reasonable costs finally awarded or agreed in settlement. d5s has no obligation for a claim caused by Customer Content, Customer instructions, a Customer or third-party modification, a combination not supplied or required by d5s, use after d5s has provided a non-infringing replacement, or use outside the Agreement.

If such a claim appears likely, d5s may procure the right to continue use, modify or replace the affected Service with a materially equivalent non-infringing alternative, or terminate the affected Service and refund prepaid fees for the unused terminated period.

Customer will defend d5s against a third-party claim arising from unlawful Customer Content, Customer instructions, or Customer's material breach of the AUP or Section 5, and will pay damages and reasonable costs finally awarded or agreed in settlement.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's cost, and allow the indemnifying party to control the defence and settlement. Delay in notice reduces the obligation only to the extent materially prejudiced. No settlement may admit fault by, impose non-monetary obligations on, or fail to release the indemnified party without its consent, not to be unreasonably withheld.

## 17. Liability

Nothing excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct, or death or personal injury to the extent caused by negligence and made non-excludable by applicable law. Customer's obligation to pay valid fees is not a liability subject to the damages cap.

Subject to that rule:

1. neither party is liable for indirect or consequential loss, lost profit, lost revenue, loss of goodwill, or loss of anticipated savings; and
2. each party's aggregate liability arising from the Agreement is limited to the fees paid or payable by Customer for the affected Service during the 12 months immediately before the event giving rise to liability.

For breach of confidentiality, breach of the DPA, or an indemnity obligation under Section 16, each party's aggregate liability is limited to twice the general cap above. These limits apply in aggregate across the Agreement and do not create multiple recoveries for the same event.

## 18. Term and termination

These Terms apply from Customer's acceptance and continue while any subscription or Order is active.

Either party may terminate an affected Order for material breach if the breach is not cured within 30 days after written notice. Either party may terminate immediately if the other becomes insolvent, ceases business, or enters analogous proceedings, subject to mandatory law.

On expiry or termination:

- Customer's access ends, except for an agreed retrieval period;
- accrued payment obligations remain due;
- each party returns or deletes the other's Confidential Information as required;
- Customer Content is handled under the DPA and documented deletion process; and
- provisions intended by nature to survive will survive, including payment, confidentiality, IP, disclaimers, liability, and general terms.

Unless an Order states another period, Customer may retrieve Customer Content for 30 days after termination. d5s may restrict the Service during that period to export and account-administration functions. d5s deletes Customer Content from active systems within 30 days after the retrieval period ends and allows protected backups and non-current object versions to expire within seven additional days, except for records that law requires d5s to preserve. The DPA controls where Customer Content contains personal data.

## 19. Compliance

Each party will comply with laws applicable to its performance, including anti-bribery, sanctions, and export-control laws. Customer will not allow the Service to be accessed or used by a prohibited person or for a prohibited end use. d5s does not provide Customer with legal compliance advice for Customer's workflows.

## 20. Changes to these Terms

d5s may update these Terms prospectively. For a material change affecting an active subscription, d5s will provide the full revised terms and at least 30 days' notice. The change applies at the next renewal unless law, security, or a new feature requires earlier effect and the Agreement permits it. Customer may prevent renewal if it does not agree. Each published version remains available through its immutable URL, so Customer can identify the version in force at acceptance.

## 21. Notices

Legal notices to d5s must be sent to legal@d5s.tech and Nieuwezijds Voorburgwal 104-108, 1012 SG Amsterdam, the Netherlands. d5s may send notices to Customer's administrative or legal contact. Routine service messages may be delivered in-product or by email. Email notice is effective on the next business day after sending if no delivery-failure notice is received. Notice sent by tracked post is effective three business days after dispatch. A party must promptly update its notice contact.

## 22. General

Neither party may assign the Agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation, financing, or sale of substantially all relevant assets, provided the assignee assumes the Agreement.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations, and the affected party will mitigate and resume performance.

The parties are independent contractors. The Agreement creates no partnership, agency, employment, or third-party beneficiary. Failure to enforce a right is not a waiver. Invalid provisions are adjusted only as necessary, and the remainder continues. The Agreement is the entire agreement about its subject. Electronic acceptance and signatures may be used.

## 23. Governing law

The Agreement is governed by Dutch law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

## 24. Contact and company information

d5s B.V. (“d5s”)
Registered office: Amsterdam
Address: Nieuwezijds Voorburgwal 104-108, 1012 SG Amsterdam, the Netherlands
KVK: 42132069
VAT ID: NL869866552B01
General: hello@d5s.tech
Legal: legal@d5s.tech
Support: hello@d5s.tech