Terms and Conditions of ModelMatic B.V.
Version April 2026
Article 1 — Definitions
1.1 General Terms and Conditions: these terms and conditions.
1.2 Customer: the natural person or legal entity with whom ModelMatic B.V. has concluded an Agreement. This also includes any party negotiating with ModelMatic B.V. about such an agreement, as well as its representative(s), authorised agent(s), successor(s) in title and heirs.
1.3 Quotation: an offer from ModelMatic B.V. to provide ModelMatic.
1.4 Agreement: the agreement between ModelMatic B.V. and the Customer.
1.5 ModelMatic B.V.: ModelMatic B.V., having its registered office at Princetonlaan 6, 3584 CB Utrecht, the Netherlands, registered with the Dutch Chamber of Commerce under number 95586679, VAT number NL867193177B01.
1.6 ModelMatic: an online SaaS platform that automates and accelerates documentation through transcription of audio/video, processing of documentation, generation of summaries and insights, generation of editable BPMN process models and other documentation (via its proprietary FlowGen algorithm and language models).
Article 2 — Applicability of the General Terms and Conditions
2.1 These General Terms and Conditions apply to all Quotations and Agreements under which ModelMatic B.V. provides ModelMatic to the Customer.
2.2 Deviations from or additions to these General Terms and Conditions shall only apply if agreed between the parties in writing.
2.3 The applicability of any purchasing or other terms and conditions of the Customer is expressly rejected.
2.4 To the extent ModelMatic B.V. makes third-party products or services available to the Customer or grants access to them, the (licence or sales) terms of those third parties shall apply to such products or services in the relationship between ModelMatic B.V. and the Customer, overriding any conflicting provisions in these General Terms and Conditions, provided that ModelMatic B.V. has notified the Customer of the applicability of such third-party terms and has given the Customer a reasonable opportunity to take note of them. By way of exception, the Customer cannot rely on any failure by ModelMatic B.V. to comply with the aforementioned obligation if the Customer is a party as referred to in Section 6:235(1) or (3) of the Dutch Civil Code.
2.5 If and to the extent the aforementioned third-party terms prove not to apply between the Customer and ModelMatic B.V., or are declared inapplicable for any reason, these General Terms and Conditions shall apply in full.
2.6 If any provision of these General Terms and Conditions is null and void or is annulled, the remaining provisions shall remain in full force and effect. In such case, ModelMatic B.V. and the Customer shall consult in order to agree on new provisions with as much as possible the same purport as the null and void or annulled provisions.
2.7 Without prejudice to clause 2.6, in the event of any conflict between arrangements made between the parties, the provisions of these General Terms and Conditions shall prevail, unless the parties have expressly deviated from them in writing and with reference to these terms. In the event of conflict between provisions in different chapters of these terms and conditions, the provisions of the earlier chapter shall prevail, unless expressly agreed otherwise.
2.8 The legal relationship between the Customer and ModelMatic B.V. qualifies as a contract for services ("overeenkomst van opdracht"). The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.
2.9 Specific restrictions and obligations apply to the use of ModelMatic, as set out in Article 11 (Warranty and Customer obligations) and Article 13 (Prohibited use and processing of data).
Article 3 — Offers
3.1 All Quotations from ModelMatic B.V. are without obligation, unless ModelMatic B.V. has indicated otherwise in writing. Quotations do not apply to future Agreements. The Customer warrants the accuracy and completeness of the information provided to ModelMatic B.V. by or on behalf of the Customer on which ModelMatic B.V. has based its Quotation. Obvious errors in the Quotation and other statements are not binding on ModelMatic B.V.
Article 4 — Price and payment
4.1 The Customer owes the following fees for the SaaS service:
a) Licence fee per user: payable monthly, quarterly or annually in advance;
b) Any fixed costs (such as a platform fee): payable monthly in advance;
c) In the case of annual prepayment: discount on the monthly price;
d) Minimum term: three months;
e) Any additional services (e.g. custom modules) shall be quoted and invoiced separately based on the rates set out in the Quotation. By way of exception to clause 4.1(c), a free trial period of 14 days may be offered. If the Customer does not cancel within these 14 days, the trial period shall automatically convert into a paid Agreement for the minimum period of one quarter.
4.2 All prices are exclusive of VAT and any other government-imposed levies. All prices communicated by ModelMatic B.V. are in euros, and the Customer shall pay in euros.
4.3 If the Customer consists of several natural persons and/or legal entities under the Agreement, each of those (legal) persons is jointly and severally liable vis-à-vis ModelMatic B.V. for performance of the Agreement.
4.4 With respect to the services performed by ModelMatic B.V. and the amounts owed by the Customer in relation thereto, the data from ModelMatic B.V.'s records constitute full proof, without prejudice to the Customer's right to provide evidence to the contrary.
4.5 ModelMatic B.V. may implement annual price changes based on the CPI index, subject to at least 30 days' prior notice. The Customer is not entitled to terminate the Agreement on account of such price change.
4.6 The parties shall set out in the Agreement the date or dates on which ModelMatic B.V. invoices the Customer for the agreed services. The Customer shall pay amounts owed in accordance with the agreed or invoiced payment terms. The Customer is not entitled to suspend any payment, nor to set off amounts owed.
4.7 ModelMatic B.V. applies a payment term of 14 days from the invoice date.
4.8 If, in the opinion of ModelMatic B.V., the Customer's financial position and/or payment behaviour gives cause to do so, ModelMatic B.V. is entitled to require the Customer to provide (additional) security without delay, in a form to be determined by ModelMatic B.V.
4.9 If the Customer fails to pay amounts owed or fails to pay them on time, the Customer shall, without notice of default being required, automatically be in default and shall owe contractual interest of 1% per month from the date of default, unless the statutory (commercial) interest rate is higher, in which case the statutory (commercial) interest rate shall apply. If ModelMatic B.V. has to take collection measures after the due date of the invoice, the Customer shall owe extrajudicial costs. The extrajudicial costs amount to 15% of the principal sum, with a minimum of € 250.
4.10 ModelMatic B.V. has the right to suspend its obligations if the Customer does not comply, or does not fully comply, with its obligations under this article, without owing any compensation to the Customer. In the event of continued non-payment, ModelMatic B.V. is entitled to (temporarily) block access to accounts.
4.11 The SaaS service to be provided by ModelMatic B.V. shall commence within a reasonable period after entering into the Agreement, by making available the means to access ModelMatic. The Customer shall ensure that, without delay after entering into the Agreement, it has the facilities required for the use of ModelMatic.
4.12 By way of exception to clause 4.1(d), ModelMatic B.V. is entitled to agree in the Agreement (including in an online sign-up process or Quotation) on an initial period during which no fee is owed by the Customer. The minimum term of three (3) months and the related payment obligations only take effect once this initial period has expired. If the Customer does not terminate the Agreement before the end of the initial period, it shall automatically convert into the paid Agreement for the minimum period of three (3) months, in accordance with clause 5.1.
Article 5 — Term of the Agreement
5.1 The Agreement is entered into for an indefinite period with a minimum term of three (3) months. After three (3) months, the Agreement shall be tacitly renewed for successive periods of one (1) month, unless the Customer terminates it in writing with a notice period of one (1) month before the end of the current period. If the parties have agreed on an annual subscription (annual prepayment), the Agreement is entered into for a term of one (1) year. After the end of the annual term, the Agreement shall be tacitly renewed for successive periods of one (1) year, unless the Customer terminates it in writing no later than one (1) month before the end of the current annual term.
5.2 Termination must be done in writing by email or letter to the contact details provided by ModelMatic B.V. Amounts already paid will not be refunded upon termination.
Article 6 — Confidentiality
6.1 The Customer and ModelMatic B.V. shall ensure that all information received from the other party which they know or should reasonably know to be confidential is kept secret. This prohibition does not apply if and to the extent that disclosure of the relevant information to a third party is necessary pursuant to a court decision, a statutory provision, a lawful order of a government authority, or for the proper performance of the Agreement. The party receiving confidential information shall only use it for the purpose for which it was provided. Information shall in any event be regarded as confidential if it has been designated as such by either party or if its confidential nature follows from the nature of the information.
6.2 The Customer acknowledges that software made available by or through ModelMatic B.V. is at all times confidential and contains trade secrets of ModelMatic B.V.
6.3 This article shall remain in force after the end of the Agreement between the parties.
Article 7 — Intellectual property
7.1 All (future) intellectual property rights, including but not limited to: trademark rights, design rights, copyrights and related rights, database rights, know-how, trade secrets and domain names, relating to the software, the FlowGen algorithm, prompts, methodology, websites, data files, documentation and other materials developed under or made available to the Customer under the Agreement, as well as preparatory materials, rest exclusively with ModelMatic B.V., its licensors or its suppliers. The Customer is not entitled to claim the intellectual property rights vested in ModelMatic B.V., its licensors or its suppliers. The Customer shall only acquire the rights of use expressly granted under these General Terms and Conditions, the written Agreement between the parties, and mandatory law. Any right of use granted to the Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
7.2 Customers obtain a licence to use ModelMatic but do not obtain ownership of the software itself. Output generated by ModelMatic (BPMN models, summaries, insights, etc.) is the property of the Customer and may be freely used, stored and shared. The underlying logic, prompts, models, algorithms (including FlowGen) and methodology remain the property of ModelMatic B.V.
7.3 Any delivery, provision or disclosure of software, products or services to the Customer, whether by way of offer or Agreement, shall never constitute a transfer of intellectual property rights.
7.4 The Customer shall not remove or modify (or have removed or modified) any indication of the confidential nature or of the copyright, trademarks, trade names or any other intellectual property right in the software, websites, data files or other materials.
7.5 The Customer is not permitted to copy, decompile, reverse engineer, modify or otherwise adapt ModelMatic, except and only to the extent expressly permitted by mandatory law. It is not permitted to make ModelMatic or (parts of) the software available to third parties, to rent it out, lease it or otherwise distribute it.
7.7 ModelMatic B.V. is entitled to use customer names and logos in marketing materials, such as on its website and in case studies, unless the Customer objects to this in writing.
7.8 If the Customer acts in breach of any obligation under this article, the Customer shall owe an immediately payable penalty of € 25,000 per violation, or per day that the violation continues, to ModelMatic B.V., without prejudice to any right of ModelMatic B.V. to compensation, performance or other remedies available under the law.
7.9 This article shall remain in force after the end of the Agreement between the parties.
Article 8 — Performance of services
8.1 ModelMatic B.V. shall use its best efforts to perform services with care, in accordance with the arrangements and procedures agreed in writing with the Customer where applicable. All services of ModelMatic B.V. are performed on the basis of a best-efforts obligation, unless and to the extent that a specific result has expressly been promised in the written Agreement and that result is described with sufficient precision in the Agreement.
8.2 ModelMatic B.V. is not liable for any damage or costs arising from the use or misuse of access or identification codes, certificates or other security measures, unless such misuse is a direct result of wilful misconduct or gross negligence on the part of the management of ModelMatic B.V.
8.3 ModelMatic B.V. is not obliged to follow any instructions of the Customer in performing its services insofar as such instructions alter or supplement the content or scope of the agreed services. If such instructions are nevertheless followed, the relevant work shall be compensated in accordance with the usual rates of ModelMatic B.V.
8.4 ModelMatic B.V. is entitled to engage third parties in performing the services without the Customer's consent.
8.5 ModelMatic is made available by ModelMatic B.V. to the Customer for use within the Customer's own organisation. The Customer may only use ModelMatic for business documentation and process optimisation purposes. The Customer is not permitted to allow third parties to use ModelMatic, other than employees who fall under the Customer's responsibility. By way of exception, the Customer is permitted to use ModelMatic for the provision of services to its own customers (end-customers), provided that: (i) such use takes place solely in the context of the Customer's own services and does not qualify as making available, reselling or sublicensing ModelMatic as a standalone service; (ii) the Customer remains fully responsible and liable for the use of ModelMatic by its employees and in the context of its services to end-customers; (iii) each user has their own personal access, and sharing of accounts is not permitted; and (iv) the use per end-customer is structured in such a way that no unauthorised access to other end-customers' data can occur. ModelMatic B.V. reserves the right to impose further conditions or to charge additional fees if use for the benefit of multiple end-customers is of a structural nature.
8.6 ModelMatic B.V. may make changes to the content or scope of ModelMatic. If such changes are substantial and result in a change to the Customer's procedures, ModelMatic B.V. shall inform the Customer thereof as timely as possible.
8.7 ModelMatic B.V. may continue the provision of ModelMatic using a new or modified version of the underlying software or AI models. ModelMatic B.V. is not obliged to maintain, modify or add specific features or functionalities of the service for the Customer.
8.8 ModelMatic B.V. may take ModelMatic out of service in whole or in part temporarily for preventive, corrective or adaptive maintenance or other forms of service. ModelMatic B.V. shall not let the downtime last longer than necessary and shall schedule it where possible at times when ModelMatic is typically used least intensively (regular maintenance: every Sunday 22:00–02:00 CET; emergency maintenance: announced at least 4 hours in advance where possible; major updates: announced at least 1 week in advance).
8.9 ModelMatic B.V. is under no obligation to provide the Customer with a physical medium or download of the underlying software.
8.10 ModelMatic B.V. may set a maximum on the storage space or data traffic per month that the Customer may use in the context of ModelMatic. The Customer shall not exceed such limits, unless the Customer has accepted a proposal from ModelMatic B.V. to expand the Agreement. If such maximum is exceeded, ModelMatic B.V. is entitled to charge an additional amount in accordance with the rates set out in the Agreement. If no express storage and/or data limit has been agreed, a fair use policy of ModelMatic B.V. applies.
8.11 With respect to the loading speed, accessibility and availability of ModelMatic, ModelMatic B.V. does not provide any warranty or obligation of result. The target availability is 98% per component (transcription, summary, BPMN conversion, platform). No separate Service Level Agreement (SLA) is provided.
Article 9 — Support services
9.1 If the services of ModelMatic B.V. under the Agreement also include support to users and/or administrators of ModelMatic, ModelMatic B.V. shall provide support by email (support@modelmatic.nl) and by telephone (for critical matters). The Customer shall describe support notifications as fully and in as much detail as possible, so that ModelMatic B.V. is enabled to respond adequately. ModelMatic B.V. shall handle properly substantiated requests for support within the following target times:
a) Critical: first response within 2 business hours, target resolution within 8 business hours (working days);
b) High: first response within 4 business hours, target resolution within 2 working days;
c) Medium: first response within 1 working day, target resolution within 5 working days;
d) Low: first response within 2 working days, best effort.
9.2 ModelMatic B.V. does not warrant the accuracy, completeness or timeliness of responses or support provided. Support is provided on working days during the usual business hours of ModelMatic B.V.
Article 10 — Notice and Takedown (NTD)
10.1 The Customer shall ensure that users always behave carefully and do not act unlawfully towards third parties when using ModelMatic, in particular by respecting intellectual property rights and other rights of third parties, respecting the privacy of data subjects, not disseminating discriminatory, offensive or otherwise inappropriate information via the platform, not gaining unauthorised access to systems, not spreading viruses or other harmful programs or data, and refraining from criminal offences and the breach of any statutory obligation.
10.2 In order to prevent liability towards third parties or to limit the consequences thereof, ModelMatic B.V. is at all times entitled to take measures in respect of an act or omission by or at the risk of the Customer. Costs that are reasonably necessarily incurred in connection with such measures shall be borne by the Customer. At the first written request of ModelMatic B.V., the Customer shall immediately remove data and/or information from ModelMatic B.V.'s systems, failing which ModelMatic B.V. is entitled, at its option, to remove such data and/or information itself or to disable access to it. In the event of a breach or threatened breach of this article, ModelMatic B.V. is also entitled to (temporarily) deny the Customer and/or users access to ModelMatic immediately and without prior notice. In such case, ModelMatic B.V. is also entitled to terminate the Agreement with immediate effect, without being liable towards the Customer.
10.3 ModelMatic B.V. cannot be required to form an opinion on the merits of claims by third parties or the Customer's defence, or to be involved in any way in a dispute between a third party and the Customer. The Customer shall deal with the relevant third party itself and shall inform ModelMatic B.V. in writing and with proper supporting documents.
10.4 ModelMatic B.V. is not responsible or liable for content made available to third parties by or on behalf of the Customer via ModelMatic.
Article 11 — Warranty and Customer obligations
11.1 ModelMatic B.V. does not warrant that ModelMatic is error-free or that it will operate without interruption. ModelMatic B.V. shall use its best efforts to remedy errors in the underlying software within a reasonable period, if and to the extent such software has been developed by ModelMatic B.V. itself and the relevant errors have been reported by the Customer to ModelMatic B.V. in writing with a detailed description. ModelMatic B.V. may in certain cases postpone the remedy of errors until a new version of the underlying software is put into use. ModelMatic B.V. does not warrant that errors in components originating from third parties will be remedied.
11.2 On the basis of the information provided by ModelMatic B.V. regarding measures to prevent and limit the consequences of malfunctions, errors and other imperfections in ModelMatic, corruption or loss of data, or other incidents, the Customer shall identify the risks to its organisation and take additional measures where necessary. ModelMatic B.V. declares itself willing, at the Customer's request, to cooperate reasonably with further measures to be taken by the Customer, on (financial) terms to be set by ModelMatic B.V. ModelMatic B.V. is never obliged to recover corrupted or lost data other than by restoring, where possible, the most recent available back-up of the relevant data.
11.3 ModelMatic B.V. does not warrant that ModelMatic will be adapted on time to changes in relevant laws and regulations.
11.4 Decisions taken by the Customer on the basis of information and results derived from ModelMatic, including generated BPMN models, summaries and insights, are at the Customer's own expense and risk. The output is supporting/conceptual in nature and must be validated by the Customer. ModelMatic B.V. does not warrant the accuracy, completeness or suitability of the generated documentation for legal, organisational, audit or compliance purposes.
11.5 ModelMatic, including the AI models used, has a supporting nature. ModelMatic B.V. does not warrant that:
a) the results of ModelMatic are complete, error-free or suitable for the Customer's intended specific purpose;
b) the information in ModelMatic is complete or always up to date;
c) by using ModelMatic, the Customer fully complies with the legal requirements applicable to the Customer under laws and regulations.
11.6 ModelMatic is intended for use solely within the Customer's own organisation. It is not permitted to:
a) resell, rent out or share the software with third parties without the written consent of ModelMatic B.V.;
b) share accounts between different persons, other than as expressly permitted by ModelMatic B.V.
11.7 API integrations or connections with other systems are only permitted if and to the extent expressly agreed in writing with ModelMatic B.V., and on the condition that all intellectual property rights remain vested in ModelMatic B.V. and the integration is used exclusively within the Customer's own organisation.
Article 12 — Information and other cooperation obligations
12.1 The parties acknowledge that the success of information and communication technology activities depends on proper and timely mutual cooperation. The Customer shall at all times provide all reasonable cooperation in a timely manner and shall inform ModelMatic B.V. of relevant facts and circumstances.
12.2 The Customer warrants the accuracy and completeness of the data, information, designs and specifications provided to ModelMatic B.V. by or on behalf of the Customer, including where these originate from third parties. The data, information, designs and specifications must be provided in the form and manner requested by ModelMatic B.V.
12.3 The Customer is responsible for management, including the verification of settings, the use of ModelMatic and the manner in which the results of ModelMatic (such as generated models and insights) are deployed. The Customer is also responsible for instructing and monitoring its employees' use.
12.4 The Customer shall itself provide the necessary equipment, internet connection, infrastructure and supporting software, and shall install, configure, parameterise and keep up to date the (auxiliary) software required on its own equipment.
12.5 If the Customer fails to comply with any obligation under this article, ModelMatic B.V. is entitled to suspend its own obligations in whole or in part. The resulting costs shall be borne by the Customer, without prejudice to the right of ModelMatic B.V. to exercise any other statutory right.
Article 13 — Prohibited use and processing of data
13.1 It is not permitted to enter, process or store the following types of information in ModelMatic, other than where strictly necessary and lawful for the use of ModelMatic as a documentation platform:
a) special categories of personal data within the meaning of the GDPR (such as health data, data concerning racial or ethnic origin, religious or philosophical beliefs, sexual orientation), unless strictly necessary for the purpose and in accordance with the GDPR;
b) criminal data or data on suspicions of criminal offences;
c) confidential and business-sensitive information that is manifestly not necessary or appropriate in light of the purpose.
13.2 The Customer shall ensure that only data is entered that is necessary for the use of ModelMatic, and that such data is processed in accordance with the GDPR.
13.3 ModelMatic B.V. reserves the right to deny access to ModelMatic to users who violate these conditions and, where necessary, to take appropriate legal action.
13.4 ModelMatic B.V. shall not use input, transcripts and/or generated output provided by or on behalf of the Customer for training, fine-tuning or otherwise improving (language) models of third parties or of ModelMatic B.V., unless the parties expressly agree otherwise in writing.
13.5 ModelMatic B.V. is entitled to use (i) technical and usage data (such as logging, performance data and error messages) and (ii) solely anonymised and/or aggregated data for security, quality monitoring, statistics and improvement of the service, provided that such data cannot reasonably be traced back to the Customer or to individual data subjects.
13.6 If ModelMatic B.V. wishes in the future to use (parts of) customer data for training/improvement of models or algorithms, this shall only take place on the basis of a separate, express written consent (opt-in) from the Customer and on further terms to be agreed, which shall in any event include arrangements regarding purpose, scope, security and (where possible) anonymisation.
Article 14 — Deadlines
14.1 ModelMatic B.V. shall use reasonable efforts to observe the (final) delivery deadlines and/or (delivery) dates stated by it or agreed between the parties as far as possible. Interim (delivery) dates stated by ModelMatic B.V. or agreed between the parties shall at all times be regarded as target dates, do not bind ModelMatic B.V., are not to be regarded as firm deadlines, and are always indicative in nature.
14.2 If a deadline threatens to be exceeded, ModelMatic B.V. and the Customer shall consult in order to discuss the consequences of the overrun for the further planning.
14.3 Mere exceeding of a final (delivery) deadline or (delivery) date does not place ModelMatic B.V. in default. ModelMatic B.V. shall only be in default after the Customer has given it written notice of default, granting ModelMatic B.V. a reasonable period to remedy the failure, and such reasonable period has expired. The notice of default must contain a description of the failure that is as full and detailed as possible.
14.4 If it has been agreed that performance of the agreed work will take place in phases, ModelMatic B.V. is entitled to postpone the start of the work belonging to a phase until the Customer has approved the results of the preceding phase in writing.
14.5 ModelMatic B.V. is not bound by any final (delivery) date or (delivery) deadline if the parties have agreed on a change in the content or scope of the Agreement, or if the Customer does not fulfil, or does not fulfil on time or in full, its obligations under the Agreement. The fact that additional work (or the demand for additional work) arises during performance of the Agreement is never a ground for the Customer to terminate or rescind the Agreement.
Article 15 — Rescission and termination of the Agreement
15.1 Each party may rescind the Agreement on the ground of an attributable failure to perform only if the other party, after a written notice of default that is as detailed as possible and that sets a reasonable period for remedying the failure, remains in attributable default in the performance of material obligations under the Agreement. Payment obligations of the Customer and all obligations of the Customer to cooperate and/or provide information shall in any event be regarded as material obligations.
15.2 If, at the time of rescission, the Customer has already received performance in execution of the Agreement, such performance and the related payment obligations shall not be subject to reversal, unless the Customer proves that ModelMatic B.V. is in default with respect to the material part of such performance. Amounts invoiced by ModelMatic B.V. prior to the rescission in respect of what it has already properly performed or delivered in execution of the Agreement shall remain payable in full and shall become immediately due at the time of rescission.
15.3 The Customer is not entitled to terminate an Agreement entered into for a definite term prematurely, except in the cases expressly regulated in these General Terms and Conditions.
15.4 Either party may terminate the Agreement in whole or in part by written notice with immediate effect and without notice of default if the other party is granted suspension of payments, if bankruptcy is filed for, or if the business of the other party is liquidated or terminated other than for reconstruction or merger of businesses. ModelMatic B.V. may also terminate the Agreement in whole or in part by written notice with immediate effect and without notice of default if control over the Customer's business changes directly or indirectly. In the event of termination on the grounds of this clause, ModelMatic B.V. shall never be obliged to refund amounts already received or to pay compensation. If the Customer becomes subject to bankruptcy, the Customer's right to use ModelMatic and the related services shall end without any separate act of termination by ModelMatic B.V. being required.
15.5 Upon termination of the Agreement, the Customer shall retain read-only access to its account and generated output for 30 days. After 90 days, all input, transcripts and generated output shall be deleted, unless the parties agree otherwise. During the 30-day period, the Customer may export or copy what it needs itself. During the period of read-only access, the Customer is responsible for exporting, copying or otherwise securing any data it wishes to retain. If the Customer requests assistance with export or additional (bespoke) delivery of data, ModelMatic B.V. may perform such work at its then-current rates.
Article 16 — Liability of ModelMatic B.V.
16.1 ModelMatic is offered on a best-efforts basis. ModelMatic B.V. does not guarantee any specific uptime or error-free operation of ModelMatic, in part because external infrastructure and third-party AI models are used. The target availability is 98% per component.
16.2 ModelMatic generates automated output (transcripts, summaries, BPMN models, insights) for supporting purposes. Despite built-in safeguards to prevent misleading or incorrect information, it remains the sole responsibility of the Customer to validate and approve the output before it is used. ModelMatic B.V. is not liable for damage arising from the use of the generated content without appropriate human verification.
16.3 ModelMatic B.V. is not liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, reputational damage, loss or corruption of data, damage to physical items (hardware and peripherals) and damage due to business interruption, or damage arising from third-party claims. This exclusion only applies to the extent permitted by mandatory law and is without prejudice to liability for wilful misconduct or gross negligence.
16.4 ModelMatic B.V. is only liable for direct damage. Direct damage means:
a) property damage;
b) reasonable costs to prevent or limit property damage;
c) reasonable extrajudicial costs;
d) fines imposed by supervisory authorities to the extent attributable to ModelMatic B.V., with the burden of proof on the Customer.
16.5 The total liability of ModelMatic B.V. for direct damage is limited to the amount paid by the Customer to ModelMatic B.V. for the licences under the Agreement in the twelve (12) months preceding the event, with a maximum of € 5,000 per event in the aggregate.
16.6 ModelMatic B.V. does not warrant the accuracy, completeness or suitability of the generated output for legal, organisational, audit or compliance purposes.
Article 17 — Force majeure
17.1 Neither party is obliged to perform any obligation if it is prevented from doing so due to force majeure. Force majeure on the part of ModelMatic B.V. includes, among other things: (i) force majeure of suppliers of ModelMatic B.V.; (ii) failure of suppliers prescribed by the Customer to ModelMatic B.V. to properly perform their obligations; (iii) defectiveness of third-party items, equipment, software or materials the use of which has been prescribed by the Customer to ModelMatic B.V.; (iv) governmental measures; (v) power failure; (vi) failure of internet, data network or telecommunications facilities; (vii) (cyber)crime, (cyber)vandalism, war, terrorism; (viii) pandemic, epidemic; (ix) general transport problems.
17.2 If a force majeure situation lasts longer than thirty (30) days, each party is entitled to rescind the Agreement in writing. What has already been performed under the Agreement shall in that case be settled on a pro rata basis, without the parties otherwise owing each other anything.
Article 18 — Transfer of rights and obligations
18.1 The Customer shall never sell, transfer or pledge its rights and obligations under an Agreement to a third party without the prior written consent of ModelMatic B.V.
18.2 ModelMatic B.V. may sell, transfer or pledge its rights and obligations under the Agreement to a third party. ModelMatic B.V. shall inform the Customer thereof in good time insofar as reasonably possible.
Article 19 — Governing law and jurisdiction
19.1 The Agreement between ModelMatic B.V. and the Customer is governed by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is excluded.
19.2 Any disputes arising between ModelMatic B.V. and the Customer in connection with the Agreement concluded between the parties and/or any further agreements resulting therefrom shall be submitted exclusively to the competent court in the Midden-Nederland district, the Netherlands, unless mandatory law provides otherwise.
