Terms & Conditions

SAAS TERMS

1. INTRODUCTION AND SCOPE

1.1. These general terms and conditions (“ SaaS Terms ”) govern the relationship between (a) DealsUp, a limited liability company incorporated under the laws of Luxembourg, with registered office at 32, rue Charles Darwin, L-1433 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B284055 (“ DealsUp ”, operating the Deelan.ai platform), and (b) the legal entity identified as customer in the relevant Order Form or in the online sign-up process (“ Customer ”). DealsUp and Customer are each referred to as a “ Party ” and together as the “ Parties ”.

1.2. “ Order Form ” means any order form, online subscription form, proposal or other commercial document issued by DealsUp (or made available by DealsUp through an online sign-up flow) that sets out the commercial terms applicable to Customer’s subscription to, access to or use of the Deelan.ai software-as-a-service platform, including the related interfaces, AI Features (as defined below), dashboards, integrations, APIs and documentation made available by DealsUp (the “ Platform ”), and that is accepted by Customer or otherwise forms the legal basis on which DealsUp provides the Platform to Customer. These SaaS Terms apply to each Order Form and form an integral part of it. The Order Form and these SaaS Terms together form the “ Agreement ”. In the event of a conflict between the Order Form and these SaaS Terms, the Order Form shall prevail to the extent of the conflict.

1.3. Customer is deemed to accept the Agreement (a) by signing an Order Form, (b) by ticking an acceptance checkbox or otherwise expressly accepting these SaaS Terms during an online sign-up flow, or (c) by accessing or otherwise using the Platform. The Agreement supersedes all prior proposals, negotiations and communications between the Parties relating to the Platform. Any terms or conditions provided by Customer (whether in a purchase order or otherwise) shall not apply and shall not bind DealsUp, even if referenced in Customer’s documentation or in a payment instrument.

1.4. Where Customer subscribes to the Platform through an online sign-up flow, Customer represents and warrants that the individual completing the sign-up is duly authorized to bind the legal entity identified as Customer, that all information provided during sign-up is accurate and complete, and that Customer accepts any subsequent updates to these SaaS Terms which DealsUp may communicate in accordance with article 16. Subscription fees paid by credit card or other electronic means are charged in advance on a recurring basis until termination in accordance with the Agreement.

2. ACCESS TO AND USE OF THE PLATFORM

2.1. Subject to payment of all fees due under the Agreement and Customer’s compliance with the Agreement, DealsUp grants Customer, from the date the Agreement is signed or any later date specified in the Order Form (“ Activation Date ”) and for the term of the Agreement, a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform solely for Customer’s internal business purposes and in accordance with the Agreement.

2.2. Access to the Platform is limited to the number of users, accounts, seats or other usage entitlements agreed in the applicable Order Form. Each account is personal and may be used by one person only. Customer shall not share account credentials with others, including within its own organization, nor create shared accounts that can be accessed by multiple persons acting through or on its behalf (“ End Users ”). Unless otherwise agreed in writing by DealsUp, End Users may only be individuals acting within Customer’s own organization, including Customer’s employees and individual independent contractors engaged by Customer on a fixed and ongoing basis for Customer’s internal business activities. Customer shall not attempt to circumvent these restrictions in any way. If DealsUp determines that these restrictions are being circumvented, DealsUp may suspend or terminate the relevant account(s) and charge the applicable fees.

2.3. Any increase to the existing subscription requested by Customer, including additional End Users or entitlements, may be requested at any time and is subject to agreement between the Parties. Unless otherwise agreed, such increase shall be charged pro rata for the remainder of the then-current term and paid in advance. Any reduction of the existing subscription, including a reduction of End Users or entitlements, may only take effect at the end of the then-current term, is subject to agreement between the Parties, and must be communicated to DealsUp at least 30 days before the end of that term, failing which the Agreement shall renew on the then-current conditions. Any credits or similar entitlements included in the subscription are valid only for the agreed period and may not be accumulated or carried over to a subsequent period.

2.4. Insofar as permitted by applicable law, DealsUp may from time to time modify, update, replace, or discontinue parts of the Platform or its functionalities in order to offer new services and features, improve or adapt existing services, or respond to changes in regulations or commercial needs, provided that such changes do not materially adversely affect the core functionality of the Platform. If DealsUp intends to make a change that materially adversely affects the core functionality of the Platform, DealsUp shall give Customer prior notice of such change. In that case, Customer shall have the right to terminate the affected Agreement or Order Form by written notice before the change takes effect, with effect as of the date on which the change becomes effective.

2.5. Use of the Platform, and in particular of AI Features that rely on third-party model providers, is subject to usage thresholds set by DealsUp to ensure that provision of the Platform remains technically and commercially viable. The applicable usage thresholds, including any specific limits on advanced voice-based, roleplay or other resource-intensive interactive AI Features, are set out in the Order Form or in the documentation made available to Customer. DealsUp may amend the applicable thresholds from time to time by reasonable prior written notice to Customer, provided that any such amendment is based on objective grounds, including technical or commercial viability, third-party model availability or security considerations. Where Customer’s usage substantially exceeds the applicable thresholds, DealsUp may, after giving Customer reasonable prior notice and an opportunity to upgrade the subscription or otherwise discuss higher entitlements, throttle, suspend or otherwise limit access to the affected AI Features, without prejudice to its other rights under the Agreement.

3. RESTRICTIONS

3.1. The Platform is intended for professional use only. Customer warrants that it will use the Platform only in its capacity as a professional actor and only for professional (non-consumer) purposes.

3.2. Customer shall not, and shall ensure that its End Users do not: (a) copy, modify, adapt, translate or create derivative works from the Platform or any of DealsUp’s Intellectual Property Rights (as defined in article 7) or Confidential Information (as defined in article 9), except with DealsUp’s prior written consent; Customer further shall not, and shall ensure that its End Users do not: (b) exceed any agreed usage limits, user limits or other entitlement restrictions; (c) sell, resell, sublicense, rent, lease, distribute, transfer or otherwise make the Platform available to any third party, except as expressly permitted; (d) decompile, reverse engineer, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, structure or organization of the Platform, except to the extent such restriction is prohibited by applicable law; (e) use the Platform to send spam or other unsolicited communications, or to generate content that is unlawful, defamatory, infringing or otherwise harmful; (f) interfere with, disrupt or compromise the integrity, security or performance of the Platform or any related systems or networks; (g) gain, or attempt to gain, unauthorized access to the Platform or any related systems or networks, or perform any unauthorized security testing; (h) use any automated or systematic means, including bots, spiders, scripts or scraping tools, to access, search, extract or scrape data from the Platform, except as expressly permitted by DealsUp; (i) remove, alter or obscure any copyright notice, trademark, proprietary legend or other rights notice in or on the Platform; (j) use any AI Feature (as defined in article 18) to make decisions producing legal or similarly significant effects without appropriate human oversight; (k) rely on any Output as factually accurate or complete without independent verification; (l) input into any AI Feature any data, content or recording that Customer is not lawfully entitled to use or that infringes any third-party right; or (m) use any AI Feature, Customer Data or Output to develop, train, benchmark, fine-tune or improve any AI model or service that competes with the Platform.

4. OBLIGATIONS OF CUSTOMER

4.1. Customer and End-Users shall keep all access credentials confidential and shall take all reasonable measures to prevent unauthorized access to the Platform. Customer shall notify DealsUp without undue delay in writing if it knows or reasonably suspects that any account or access credential has been compromised or misused. DealsUp may rely on any instruction, action or data transmission made through Customer’s accounts or access credentials without further verification, and all use of the Platform through such accounts or access credentials shall be at Customer’s sole risk and responsibility, whether authorized or not. Customer shall indemnify and hold harmless DealsUp against any claim, loss, damage or liability arising from any use, misuse or unauthorized use of Customer’s accounts or access credentials, except to the extent caused by DealsUp.

4.2. Customer shall: (a) provide DealsUp with all information, documentation and cooperation reasonably required for the performance of the Agreement; (b) use the Platform in compliance with applicable law; (c) be responsible for its own network connections and telecommunications links to the Platform; (d) implement appropriate measures to prevent the introduction of viruses, malware or other harmful code into the Platform; (e) remain responsible for making appropriate backups of its Customer Data (as defined in article 8); and (f) use the Platform with due care and diligence. In addition, Customer shall (g) review and validate all Outputs before relying on them for any business-, training-, coaching- or customer-facing decision, in particular where the decision may produce legal or similarly significant effects; (h) implement appropriate human oversight and appropriate technical and organizational measures when using AI Features, including for the protection of personal data; and (i) ensure that the use of the Platform and of AI Features by it and its End Users complies with applicable law, including the GDPR, Regulation (EU) 2024/1689 (the AI Act) and applicable employment law.

4.3. Customer is responsible for its End Users’ compliance with the terms (including use terms) of the Agreement.

5. SERVICES

5.1. DealsUp will provide standard support for the Platform during DealsUp’s normal business hours (Luxembourg time, business days), via the support channels published by DealsUp from time to time. DealsUp will use commercially reasonable efforts to acknowledge and to work towards a resolution of validly reported issues, taking into account their severity and impact. DealsUp may from time-to-time update, improve, replace or modify the Platform and its features, including for security, performance, regulatory or commercial reasons, provided that such changes shall not materially adversely affect the core functionality of the Platform without prior notice to Customer.

5.2. DealsUp will use commercially reasonable efforts to make the Platform available with a target monthly availability of 99.5%, measured on a calendar-month basis. The following are excluded from the availability calculation: (a) scheduled or emergency maintenance; (b) downtime caused by Customer, its End Users or any third party not under DealsUp’s control, including failures of third-party infrastructure, AI model providers, networks or integrations; (c) Force Majeure events; and (d) any suspension or withdrawal permitted under the Agreement. The 99.5% target is a service objective and not a service-level guarantee; no service credits, refunds or other financial remedies are payable for any failure to meet it, except where expressly provided in an Order Form.

5.3. Any implementation support, configuration, customization, integration work, consultancy or other services requested by Customer beyond DealsUp’s standard onboarding support and the provision of the Platform constitutes additional services and shall, subject to availability, be performed at DealsUp’s then-current rates. Such additional services may be set out in a separate statement of work or addendum agreed between the Parties (a “ Statement of Work ”), in which case the Statement of Work shall form part of the Agreement and these SaaS Terms shall apply to it on a residual basis. Statements of Work are exceptional and do not form part of the standard SaaS offering.

6. FEES AND PAYMENT

6.1. Customer shall pay the fees set out in the Order Form, increased with VAT and any other applicable taxes. Unless otherwise stated in the Order Form, invoices are payable within 30 days from the invoice date. Payment is deemed made when the relevant amount is credited to DealsUp’s bank account. Any invoice not disputed in writing within 14 days of receipt shall be deemed accepted. A dispute relating to part of an invoice does not suspend payment of the undisputed part. All payments are non-refundable, except where mandatory law provides otherwise.

6.2. Customer accepts that DealsUp will send invoices electronically. Customer is responsible for the proper storage and retention of such invoices and for compliance with all applicable legal requirements in that respect.

6.3. To the extent permitted by applicable law, Customer waives any right of set-off or compensation against amounts due to DealsUp under the Agreement.

6.4. Any late, incomplete, or non-payment of an undisputed invoice, or of the undisputed part of a partially disputed invoice, shall automatically and without prior notice give rise to late payment interest of 1.5% per started month, and the right for DealsUp to recover (i) a fixed compensation of EUR 40 per overdue invoice for recovery costs and (ii) all reasonable collection, legal and enforcement costs incurred above that amount (including reasonable external counsel fees, debt-collection-agency fees and bailiff costs), to the extent permitted by applicable law. Without prejudice to its other rights and remedies, DealsUp may also declare all outstanding amounts immediately due and payable.

6.5. DealsUp may apply an annual indexation of its fees with effect from each anniversary of the Activation Date, based on the year-on-year change in the harmonized index of consumer prices published by Eurostat for the Euro area (or a comparable successor index), provided that any such indexation shall result only in an increase and never in a decrease, and shall not exceed what is permitted by applicable law.

6.6. In addition to the indexation provided for above, DealsUp may adjust its applicable fees at any time. Such adjustments shall only take effect at the time of renewal of the Agreement and shall be communicated to Customer before the deadline for providing notice of non-renewal. In the absence of any timely objection or termination by Customer in accordance with the Agreement, the adjusted fees shall apply as of the renewal.

7. INTELLECTUAL P ROPERTY R IGHTS

7.1. “ Intellectual Property Rights ” means any rights in intellectual and industrial property, whether existing now or created in the future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and renewals of such rights, and the right to obtain or enforce them.

7.2. DealsUp retains all rights (including Intellectual Property Rights), title, and interest in and to the Platform, as well as any provided documentation and advice. Nothing in the Agreement transfers, assigns, or otherwise grants any ownership interest in any such Intellectual Property Rights.

7.3. Customer may provide suggestions, comments or other input to DealsUp relating to the Platform or any services (“ Feedback ”). DealsUp has no obligation to implement any Feedback and may do so at its sole discretion. Customer grants DealsUp a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, distribute, exploit, and otherwise use the Feedback for any purpose, including the development, improvement, and commercialization of DealsUp’s products and services.

7.4. Customer grants DealsUp a worldwide, non-exclusive, fully paid-up, royalty-free license to use its name and logo on DealsUp’s website, in presentations, in customer lists, on social media, at trade fairs, or other events aimed at presenting or promoting DealsUp’s products or services, and in any other media serving the same purpose. Any such use shall be made in good faith in a professional manner, and shall not misrepresent the relationship between Parties or portray Customer in a derogatory or misleading manner.

8. DATA AND SWITCHING

8.1. DealsUp may log certain activities of Customer and its End Users on the Platform for the purposes of evidence, security, auditing, and the detection and resolution of issues. Customer agrees that such logs may be used by DealsUp for auditing and evidentiary purposes, and the Parties accept the evidential value of such logs to the extent permitted by applicable law.

8.2. As between Parties, Customer retains all rights, title and interest in and to any data, content and other information submitted, uploaded to, stored on, transmitted through or otherwise made available by or on behalf of Customer through the Platform (“ Customer Data ”). Customer grants DealsUp and its affiliates, subcontractors, and service providers a worldwide, non-exclusive, non-transferable and royalty-free right to access, use, host, copy, store, transmit, modify and otherwise process Customer Data solely to the extent necessary to provide, maintain, support, and secure the Platform and related services for Customer. For the avoidance of doubt, all materials, content, scripts, playbooks, recordings, documents and other information uploaded by Customer or its End Users to the Platform (“ Customer Materials ”) remain the property of Customer or, where relevant, of the third party from which Customer has obtained them, and form part of the Customer Data. DealsUp acquires no right, title or interest in such Customer Materials except for the limited rights expressly granted under the Agreement.

8.3. Customer is responsible for the upload of Customer Data to the Platform. If DealsUp assists with such upload, Customer remains solely responsible for ensuring that the Customer Data is complete, accurate and suitable for use, and DealsUp shall have no liability in that respect. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and right to use the Customer Data, and shall ensure that the Customer Data is lawfully obtained and, where relevant, kept up to date.

8.4. In line with Regulation (EU) 2023/2854 (the “ Data Act ”), Customer may switch from the Platform to an on-premises ICT infrastructure or to another provider of data processing services offering functionally comparable services (a “ Provider Switch ”) at any time during the term of the applicable Order Form, by giving at least 2 months’ prior written notice to DealsUp. Such notice shall also constitute notice of termination of the applicable Order Form, with effect upon expiry of the Transitional Period.

8.5. Following notice of a Provider Switch, DealsUp shall, during a transitional period of up to 30 days (the “ Transitional Period ”), provide reasonable assistance to facilitate the Provider Switch. Where completion within that period is not reasonably possible due to technical complexity, data volume or other feasibility constraints, the Transitional Period may be extended by mutual agreement up to a maximum total duration of 7 months. During the Transitional Period, DealsUp shall (a) cooperate in good faith with Customer and any replacement provider designated by Customer; (b) continue to provide the Platform substantially in accordance with the Agreement; and (c) inform Customer of any material risks to service continuity of which DealsUp is reasonably aware in connection with the Provider Switch.

8.6. During the Transitional Period and for an additional period of 60 days thereafter (the “ Export Window ”), Customer may request the retrieval and export of customer-specific Customer Data. Upon such request, DealsUp shall make such Customer Data available to Customer (or to a replacement provider designated by Customer) in a commonly used, structured, machine-readable format that is technically feasible and appropriate in the circumstances. The Parties shall consult in good faith on the scope and format of the data to be provided. After expiry of the Export Window, DealsUp may, but is not obliged to, retain or make available such Customer Data, and may delete it in accordance with its retention policies, subject always to applicable law.

8.7. To the extent permitted under the Data Act, services performed by DealsUp in connection with a Provider Switch, including data export and transition assistance, may be charged at no more than DealsUp’s actual costs, including reasonably required man-hours at DealsUp’s then-current rates and other reasonable, documented expenses. Upon request, DealsUp shall provide information on the applicable rates and a non-binding estimate of the anticipated costs. From the date on which applicable law no longer permits such charges (currently 12 January 2027 under the Data Act), no fees shall be charged for the services referred to in this article, save for the limited scenarios where applicable law continues to permit such charges. If and to the extent applicable law is subsequently amended to reintroduce, broaden or restrict the scope of permissible charges, this article shall be read in line with such amended law.

9. CONFIDENTIALITY

9.1. “ Confidential Information ” means any information disclosed by or on behalf of one Party (the “ Discloser ”) to the other Party (the “ Recipient ”) in any form that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that the Recipient can demonstrate: (a) is publicly available without breach of an obligation owed to the Discloser; (b) was lawfully known to the Recipient before disclosure; (c) was independently developed without use of the Confidential Information; or (d) was lawfully received from a third party without breach of an obligation owed to the Discloser.

9.2. As between Parties, all rights in and to the Confidential Information remain with the Discloser. Except for the limited right to use the Confidential Information strictly as necessary for the performance of the Agreement, nothing in the Agreement grants the Recipient any right, title or interest in or to the Confidential Information. The Recipient shall: (a) use the Confidential Information only for the performance of the Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information, and in any event with no less than reasonable care; and (c) not copy, reproduce, reverse engineer, decompile, disassemble or otherwise attempt to derive, reconstruct or extract any Confidential Information, except as strictly necessary to perform the Agreement or as required by applicable law.

9.3. The Recipient may disclose Confidential Information only to its affiliates, personnel, subcontractors and professional advisers with a strict need to know it for the performance of the Agreement and who are bound by confidentiality obligations at least as protective as those in the Agreement. The Recipient remains responsible for their compliance.

9.4. The Recipient shall, upon the Discloser’s written request or upon termination of the Agreement, promptly return or destroy the Confidential Information and all copies, in any form or location, at the Discloser’s choice. If the Discloser does not communicate that choice within 5 Business Days (as defined in article 16.1) after termination, the Recipient may choose whether to return or destroy the Confidential Information and shall notify the Discloser accordingly. Backups retained to the extent technically unavoidable may be kept subject to this article for as long as they exist.

9.5. The obligations in this article apply during the term of the Agreement and for 3 years thereafter.

10. SUSPENSION AND WITHDRAWAL

10.1. DealsUp may suspend or withdraw access to the Platform, in whole or in part, where it determines that such action is reasonably necessary to: (a) comply with applicable law, court orders, or regulatory guidance; (b) address a material security risk, integrity issue, or system performance degradation; or (c) mitigate harm. Such suspension or withdrawal shall not constitute a breach of the Agreement. In addition, DealsUp may suspend Customer’s and any End User’s access to the Platform where (i) any undisputed amount is more than 15 days overdue and remains unpaid after written notice giving Customer at least 7 days to cure; (ii) Customer or any End User is in material breach of articles 3 (Restrictions), 4 (Obligations of Customer) or 18 (AI Feature-specific restrictions); or (iii) DealsUp reasonably believes that continued access poses a material risk of harm to DealsUp, its other customers, its sub-processors or any third party. Suspension on those grounds is without prejudice to DealsUp’s right to terminate the Agreement for material breach.

11. TERM AND TERMINATION

11.1. The Agreement enters into force on the Activation Date and remains in effect for the term stated in the Order Form. Unless the Order Form provides otherwise, the subscription renews automatically for successive periods equal to the initial term, unless either Party gives notice of non-renewal before the end of the then-current term, provided that for any term longer than 1 month such notice must be given at least 30 days before the end of the then-current term. Where the subscription term is monthly, notice of non-renewal must be given no later than the last day of the then-current month, failing which the Agreement shall renew for an additional month. Notice of non-renewal may be given by e-mail to the address designated by DealsUp for that purpose, and takes effect at the end of the then-current term.

11.2. Either Party may terminate the Agreement by written notice if the other Party commits a material breach of the Agreement and fails to remedy that breach within 30 days after receipt of notice requiring it to do so.

11.3. Either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes subject to bankruptcy, insolvency, liquidation or a similar proceeding, or ceases its business activities.

11.4. Upon termination or expiry of the Agreement for any reason: (a) all amounts due to DealsUp up to and including the effective date of termination or expiry shall become immediately due and payable; and (b) Customer’s right to access and use the Platform shall automatically end. Termination or expiry does not affect any rights or remedies accrued up to that date.

11.5. Any provision of the Agreement which by its nature or wording is intended to survive termination or expiry shall survive, including those relating to payment, Intellectual Property Rights, Customer Data, liability, indemnification, Confidential Information, applicable law, and dispute resolution.

12. REPRESENTATIONS AND WARRANTIES

12.1. Customer represents and warrants that: (a) it shall use the Platform in accordance with the Agreement and applicable law; (b) it shall comply with its obligations under the Agreement; and (c) it has obtained, and shall maintain, all rights, consents, approvals and authorizations necessary to use the Platform and to provide any personal data, Customer Data or other third-party data to DealsUp as contemplated by the Agreement.

12.2. DealsUp shall provide the Platform with reasonable skill and care. Except as expressly set out in the Agreement, the Platform is provided on an “as is” basis, and DealsUp does not warrant that the Platform will be uninterrupted, error-free, free of harmful code, compatible with any other software, system or service, or fit for Customer’s particular purposes or requirements. To the maximum extent permitted by applicable law, DealsUp disclaims all other express, implied and statutory warranties, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

12.3. The Platform, including any courses, simulations, role-plays, assessments, recommendations, reports or other Outputs (as defined below) generated through the Platform, is provided for internal training, learning, coaching and informational purposes only. Unless expressly agreed in writing, the Platform does not provide accredited education, official certification, professional advice, legal advice, HR advice, financial advice, medical advice or compliance advice. Customer remains solely responsible for reviewing, validating and approving all Customer Materials, courses, learning paths, simulations, assessments and Outputs before using them in any internal, employee-facing, trainee-facing, customer-facing or compliance-related context. DealsUp does not guarantee that use of the Platform will lead to any specific learning outcome, skill level, certification, regulatory compliance, sales result, employee performance improvement or other business result.

12.4. Customer acknowledges that the Platform may generate incomplete, inaccurate, outdated, biased or otherwise unsuitable information or Outputs. Customer shall independently assess and verify the suitability, legality and accuracy of any information or Output before relying on it or using it in practice.

12.5. Where the Platform offers Customer the ability to obtain services provided by third parties, such services are outside DealsUp’s control and responsibility. By obtaining such services via the Platform, a direct contractual relationship is established between Customer and the relevant third party. DealsUp acts solely as a facilitator and accepts no liability for the quality, delivery, performance, or any other aspect of the third party’s services or products. Any complaints, claims, or disputes arising from the services between Customer and the third party shall be addressed exclusively between those parties.

13. LIABILITY

13.1. To the fullest extent permitted by applicable law, DealsUp shall not be liable for any indirect, incidental, consequential, special, punitive or reliance damages, including any hypothetical earnings or opportunity loss, loss of revenue, loss of profits, loss of anticipated savings, loss of business, loss of goodwill, reputational harm, loss or corruption of data or other information, or the cost of procuring substitute goods or services.

13.2. Except in cases of willful misconduct, fraud, death, or personal injury, or to the extent liability cannot be limited under applicable law, DealsUp’s aggregate liability arising out of or in connection with the Agreement shall not exceed 100% of the fees paid by Customer under the Agreement during the 12 months preceding the event giving rise to the claim. The exclusions and limitations of liability in this article do not apply to: (a) Customer’s payment obligations under the Agreement; or (b) any liability that cannot, under applicable law, be limited or excluded.

13.3. To the fullest extent permitted by applicable law, Customer may bring claims arising out of or in connection with the Agreement only against DealsUp and not against any of DealsUp’s directors, employees, subcontractors, agents or other representatives in their personal capacity.

14. FORCE MAJEURE

14.1. “ Force Majeure ” means any event or circumstance beyond a Party’s reasonable control that prevents, delays or materially impairs the performance of its obligations under the Agreement and could not reasonably have been avoided or overcome. This includes acts of authorities, sanctions, trade restrictions, natural disasters, pandemics, epidemics, public health measures, war, armed conflict, civil unrest, terrorism, riots, strikes or labor disturbances, cyberattacks, network intrusions, failures or disruptions of computers, internet, cloud, hosting or telecommunications systems, and unavailability of essential resources, excluding money.

14.2. Neither Party is liable for any delay or failure to perform its obligations to the extent caused by Force Majeure. The affected Party shall notify the other Party without undue delay and use reasonable efforts to mitigate the effects of the Force Majeure. The affected obligations shall be suspended for the duration of the Force Majeure. If the Force Majeure continues for 3 months or more, either Party may terminate the Agreement with immediate effect by written notice, without liability, except that Customer remains liable for all fees accrued up to the effective date of termination.

15. INDEMNIFICATION

15.1. Customer shall defend, indemnify and hold harmless DealsUp, its affiliates, subcontractors, personnel, directors, officers, agents and representatives against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with: (a) Customer’s or any End User’s use or misuse of the Platform, AI Features or Output; (b) any Customer Data, Customer Materials, prompts or other content submitted, uploaded, processed or used by or on behalf of Customer; (c) any breach by Customer or any End User of the Agreement or applicable law; (d) any allegation that Customer Data, Customer Materials or Customer’s use of the Platform infringes, misappropriates or otherwise violates any third-party right; or (e) any decision, act or omission based on or relating to Output.

15.2. DealsUp shall promptly notify Customer of any claim for which indemnification is sought, provided that any delay in giving notice shall not relieve Customer of its obligations except to the extent Customer is materially prejudiced by such delay. Customer shall not settle any claim in a manner that imposes any admission, restriction, liability or obligation on DealsUp without DealsUp’s prior written consent. DealsUp may participate in the defence with counsel of its own choosing at its own cost.

16. MISCELLANEOUS

16.1. Headings are for convenience only. References to “including” or similar words mean including without limitation. References to days mean calendar days unless stated otherwise. “Business Day” means any day other than a Saturday, Sunday or public holiday in Luxembourg on which banks are generally open for business in Luxembourg. References to hours mean clock hours and run from the relevant moment; other periods run from the day after the relevant event and include the last day, unless that day is not a Business Day, in which case the period ends on the next Business Day. Monthly and yearly periods end on the day before the corresponding calendar date in the following month or year.

16.2. Notices under the Agreement must be in writing and sent to the other Party’s registered address or to an email address stated in the Order Form or generally used for commercial communications.

16.3. Any amendment or modification of the Agreement is valid only if made in writing, excluding email, and signed by duly authorized representatives of both Parties. Notwithstanding the foregoing, DealsUp may amend these SaaS Terms (but not the commercial terms set out in an Order Form) by giving Customer at least 30 days’ prior written notice of the change (e-mail being sufficient). If the change materially and adversely affects Customer, Customer may terminate the affected Agreement by written notice received by DealsUp before the change takes effect, with such termination taking effect on the date the change becomes effective and without liability for either Party, save in respect of fees accrued up to that date. Customer’s continued use of the Platform after the effective date of the change constitutes acceptance of the amended SaaS Terms.

16.4. Where the Agreement or any Order Form is signed or amended, it may be executed by handwritten signature or by means of an electronic signature, being any electronic process attached to or logically associated with the relevant document and used by a Party to sign and indicate its agreement. Such electronic signature shall have the same legal effect as a handwritten signature to the extent permitted by applicable law.

16.5. If any provision of the Agreement is held to be invalid or unenforceable, it shall be limited or severed to the minimum extent necessary, without affecting the validity and enforceability of the remaining provisions. Parties shall replace the affected provision with a valid provision that reflects its original intent as closely as possible.

16.6. Neither Party may assign or transfer the Agreement without the prior written consent of the other Party, except that DealsUp may assign or transfer the Agreement, without further consent, to an affiliate or in connection with a merger, reorganization, or sale of the relevant part of its business, provided the transferee assumes the obligations under the Agreement.

16.7. DealsUp may subcontract the performance of its obligations under the Agreement. DealsUp remains liable for the acts of its subcontractors as for its own, subject always to the liability regime set out in the Agreement.

16.8. Any waiver of a right under the Agreement is valid only if made in writing, excluding email, and signed by an authorized representative of the waiving Party. Any failure or delay in exercising a right does not constitute a waiver.

16.9. The Agreement is governed by Luxembourg law, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of, Luxembourg-City have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

AI-SPECIFIC TERMS

17. ACCESS TO AND USE OF AI FEATURES

17.1. “ AI Feature ” means any feature or functionality made available as part of the Platform that involves or interacts with an AI system, and that enables the generation, classification, extraction, translation, prediction, or transformation of content, signals, or data.

17.2. “ Output ” means any content, result, recommendation, prediction, extraction, response, or other output generated by or through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by Customer.

17.3. If an AI Feature is made available as part of the Platform, Customer may use that AI Feature only as expressly permitted in the Order Form and documentation, and solely for its internal business purposes. Unless the Order Form expressly states otherwise: (a) no license is granted to use any underlying model, component, or architecture used to generate the Output, except to the extent strictly necessary to use the Platform; and (b) Customer is solely responsible for obtaining any additional rights or licenses required to use such underlying model, component or architecture beyond those purposes.

18. AI FEATURE - SPECIFIC RESTRICTIONS

18.1. Customer shall not, and shall ensure that its End Users do not, without DealsUp’s prior written consent: (a) use any AI Feature to make decisions producing legal or similarly significant effects without appropriate human oversight; (b) rely on any Output as factually accurate without independent verification; (c) input into any AI Feature any data or content that is unlawful, infringes third-party rights or that Customer is not lawfully entitled to use; or (d) use any AI Feature in breach of applicable law or any permitted use set out in the documentation.

19. THIRD - PARTY AI PROVIDERS

19.1. Customer acknowledges that an AI Feature may incorporate or rely on services, models or infrastructure provided by third-party providers. Where DealsUp uses such third-party providers in connection with Customer Data, DealsUp shall use reasonable care in selecting them and shall seek to ensure, where commercially reasonable and appropriate in light of the relevant use case, that their terms contain appropriate restrictions on the use of Customer Data and appropriate confidentiality, data protection and deletion or retention safeguards. DealsUp shall not, and shall use commercially reasonable efforts to ensure that its AI model providers and other relevant sub-processors shall not, use Customer Data, Customer Materials, prompts, audio or video recordings made through the Platform, or Outputs to train, fine-tune or otherwise develop any AI model, except where Customer has expressly opted in to such use in writing.

19.2. DealsUp makes no representation or warranty in respect of any third-party AI system or component, including in relation to its performance, accuracy, reliability, compliance with applicable law or fitness for a particular purpose.

20. HIGH - RISK AI FEATURES

20.1. If an AI Feature made available under the Agreement qualifies as a high-risk AI system under Regulation (EU) 2024/1689, Parties shall, where and to the extent required by applicable law, cooperate in good faith to agree on any additional contractual terms reasonably necessary to address the requirements applicable to that AI Feature. Unless expressly agreed otherwise in writing, any model contractual clauses, guidance or standard terms published by the European Commission, the European AI Office or any other authority shall not apply automatically.

21. INTELLECTUAL PROPERTY RIGHTS

21.1. As between Parties, and to the extent permitted by applicable law, Customer shall own any rights it may have in Output generated through Customer’s use of an AI Feature. DealsUp does not claim any rights in or to such Output, except to the extent the Output reproduces or incorporates elements of DealsUp’s Intellectual Property Rights. Customer is solely responsible for its use of any Output, including for ensuring that such use complies with applicable law and does not infringe any third-party rights. DealsUp does not represent or warrant that any Output will be unique, available for protection or enforceable under applicable law. The Parties acknowledge that, under applicable copyright and intellectual property frameworks, the existence, scope and enforceability of intellectual property rights in AI-generated Outputs is uncertain. Accordingly, neither Party makes any representation or warranty that any Output is, or will be, protectable or enforceable as intellectual property of Customer or of any third party, and neither Party shall raise this uncertainty as a ground to challenge the allocation set out in this article.

21.2. Customer is solely responsible for ensuring that it has all necessary rights and authorizations to input any data, content, or prompt into an AI Feature and that such input does not infringe any third-party rights or violate applicable law.

22. TRANSPARENCY AND HUMAN OVERSIGHT

22.1. Customer acknowledges and agrees that the use of any AI Feature may generate Outputs that are inaccurate, incomplete, biased or otherwise unsuitable for use without further human review. Customer is solely responsible for ensuring that any Output is properly evaluated and verified by it before being used in any context where accuracy, reliability, fairness or compliance with applicable law is required. Customer shall ensure that all Outputs are subject to appropriate human oversight before being used in connection with any decision-making process that may produce legal or similarly significant effects. Customer acknowledges in particular that AI Features may produce so-called “hallucinations” (plausible but factually incorrect or fabricated content), may misinterpret prompts or uploaded materials, and may produce inconsistent results across sessions. Customer is solely responsible for reviewing and validating all Outputs before using them in any business-, training-, coaching- or customer-facing context, and for not relying on Outputs as a substitute for professional judgment.

22.2. Where the Platform offers role-play, simulation or similar interactive AI Features that involve audio or video recording of End Users, Customer is responsible for (a) informing its End Users about the recording, processing and analysis of their voice, image and conversational input by the Platform; (b) obtaining all consents and providing all notices required under applicable law, including data protection and employment law; and (c) configuring End User access to the Platform accordingly. DealsUp acts as a processor in respect of such recordings to the extent they qualify as personal data, in accordance with the data processing agreement entered into between the Parties.

22.3. Where DealsUp makes available functionality or documentation describing the capabilities, limitations, training data, or operating parameters of an AI Feature, Customer shall take such information into account when assessing the suitability of the AI Feature or any Output for a particular use case.

23. SUSPENSION AND WITHDRAWAL

23.1. DealsUp may suspend or withdraw access to any AI Feature, in whole or in part, where it determines that such action is reasonably necessary to (a) comply with applicable law, court orders or regulatory guidance, (b) address a material security risk, integrity issue or system performance degradation, or (c) prevent misuse or mitigate harm, including where the AI Feature is being used in breach of the Agreement. Where practicable, DealsUp shall provide Customer with a written notice of any suspension or withdrawal. In urgent cases, DealsUp may take immediate action and notify Customer as soon as reasonably possible thereafter.