Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") govern access to and use of the VERDIX AI governance platform and associated services ("Services") provided by Insaights B.V. ("Insaights", "we", "our", "us"), incorporated in Amsterdam, the Netherlands.

By accessing or using the Services, you ("Customer", "you") agree to be bound by these Terms and any applicable Order Form or subscription agreement. If you are accepting on behalf of an organisation, you represent that you have authority to do so.

2. The Services

VERDIX provides a software-as-a-service AI governance platform for enterprise organisations, including:

• AI initiative intake and scoping
• Council governance workflows
• Financial modelling and algorithmic scenario probing
• Shadow AI registry
• Evidence management
• AI Asset Package generation at production handover

The specific features and data sovereignty tier available to you depend on your subscription tier as set out in your Order Form.

3. Subscription and payment

VERDIX is available on an annual subscription basis. Pricing is as specified in your Order Form. Subscriptions renew automatically unless cancelled in writing at least 60 days before the renewal date.

All fees are payable in EUR, exclusive of applicable VAT or other taxes. Insaights reserves the right to adjust pricing on renewal with at least 90 days' notice.

Overdue invoices may result in suspension of access. Outstanding amounts bear interest at the statutory rate under Dutch law.

4. Permitted use

Subject to these Terms and payment of applicable fees, Insaights grants you a non-exclusive, non-transferable right to access and use the Services for your internal business purposes.

You may not:

• Sublicense, resell, or transfer access to the Services without written consent (except where permitted under a consultancy partner agreement)
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to build a competing product
• Access the Services using automated means not authorised by Insaights
• Use the Services in a manner that violates applicable law

5. Customer data

You retain ownership of all data you submit to the Services ("Customer Data"). You grant Insaights a limited licence to process Customer Data solely for the purpose of providing the Services.

You are responsible for ensuring that your use of the Services and submission of Customer Data complies with applicable law, including GDPR. Processing of personal data within the Services is governed by the Data Processing Agreement at verdix.app/legal/dpa.

6. Intellectual property

Insaights retains all intellectual property rights in the Services, including the VERDIX platform, its underlying technology, algorithms, and any improvements or derivatives. Nothing in these Terms transfers ownership of the Services to you.

Feedback, suggestions, or ideas you provide regarding the Services may be used by Insaights without restriction or compensation.

7. Confidentiality

Each party may receive confidential information of the other in connection with the Services. Each party agrees to protect such confidential information with at least the same degree of care it uses for its own confidential information, and not to disclose it to third parties without consent, except as required by law.

Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed without reference to confidential information.

8. Warranties and disclaimers

Insaights warrants that the Services will perform materially in accordance with the documentation during the subscription term. Insaights will use commercially reasonable efforts to correct reported material non-conformances within a reasonable time.

The Services are provided to support your AI governance processes. They do not constitute legal, regulatory, or compliance advice. Insaights does not warrant that use of the Services will ensure compliance with the EU AI Act or any other regulation. You remain responsible for your own compliance obligations.

Except as expressly stated, the Services are provided "as is" and Insaights disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for indirect, consequential, special, incidental, or punitive damages, including lost profits, even if advised of the possibility of such damages.
• Insaights's total aggregate liability arising out of or in connection with these Terms shall not exceed the amounts paid or payable by you to Insaights in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Dutch law.

10. Term and termination

These Terms commence on the date of your subscription agreement and continue for the initial subscription term, renewing automatically unless cancelled.

Either party may terminate these Terms immediately on written notice if:

• The other party commits a material breach and fails to remedy it within 30 days of written notice
• The other party becomes insolvent or subject to insolvency proceedings

On termination, all licences granted under these Terms terminate. Insaights will make Customer Data available for export for 30 days following termination, after which it will be deleted.

11. Governing law and disputes

These Terms are governed by the laws of the Netherlands, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or in connection with these Terms shall first be referred to senior representatives of both parties for good-faith resolution. If not resolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.

12. General provisions

Entire agreement: These Terms, together with any Order Form and the DPA, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements.

Amendments: Insaights may update these Terms by posting the revised version at verdix.app/legal/terms. Material changes will be notified by email to the Customer's registered contact at least 30 days before taking effect.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

Assignment: You may not assign these Terms or any rights under them without Insaights's prior written consent. Insaights may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Force majeure: Neither party is liable for delay or failure in performance to the extent caused by circumstances beyond its reasonable control.

13. Contact

Legal enquiries:
legal@insaights.co

Insaights B.V.
Amsterdam, the Netherlands