Terms of Service.

1. Acceptance of Terms

By accessing or using the PayoutMatching platform (the "Platform"), operated by PayoutMatching B.V. ("PayoutMatching", "we", "us"), you ("User", "Customer") agree to be bound by these Terms of Service. If you do not agree to these terms, you must immediately cease using the Platform.

2. Definitions

3. Licence and Restrictions

PayoutMatching grants User a limited, non-exclusive, non-transferable and revocable right to use the Platform for internal business purposes.

Restrictions:

• Decompiling, reverse-engineering or otherwise attempting to obtain the source code of the Platform is strictly prohibited.
• User may not use the Platform to provide services that compete with PayoutMatching.
• It is not permitted to use the Platform for the storage or distribution of infringing, defamatory or otherwise unlawful material.
• Automated scraping or crawling of the Platform outside the official API channels is not permitted.

4. Account Security

User is responsible for maintaining the confidentiality of account credentials and passwords. All activities that occur under the User's account are attributed to the User. PayoutMatching must be notified immediately of any unauthorised use of an account or other security breaches.

5. Intellectual Property

All rights, titles and interests in and relating to the Platform, including but not limited to software, algorithms, interfaces, logos and trademarks, remain the exclusive property of PayoutMatching. Nothing in these terms constitutes a transfer of intellectual property rights to User.

User retains all rights to the Data entered into the system. User grants PayoutMatching a worldwide, royalty-free licence to use, copy and process such Data to the extent necessary for the delivery and improvement of the services.

6. Fees and Invoicing

User owes the fees as agreed in the Agreement or as stated in PayoutMatching's price list.

• Invoicing takes place monthly or annually in advance.
• Unless otherwise stated, all prices are exclusive of VAT.
• Upon exceeding the 14-day payment term, User is in default by operation of law and statutory commercial interest becomes due.
• PayoutMatching is entitled to suspend access to the Platform if invoices are not paid on time.

7. Service Level Agreement (SLA)

PayoutMatching endeavours to achieve 99.9% availability. Maintenance work is carried out outside office hours where possible and announced at least 24 hours in advance, unless there is an emergency.

8. Confidentiality

Both parties undertake to keep confidential all confidential information obtained from each other in the context of the Agreement. Information is considered confidential if communicated as such by the other party or if it follows from the nature of the information.

9. Liability

PayoutMatching is solely liable for direct damages resulting from an attributable shortcoming. PayoutMatching's total cumulative liability is limited to the amount paid by User in the six (6) months preceding the damage-causing event.

PayoutMatching is expressly not liable for:

• Indirect damages, consequential damages, loss of profit or missed savings.
• Damages arising from decisions made on the basis of automated AI insights.
• Damages caused by inaccurate or incomplete Data provided by User.

10. Force Majeure

Neither party is obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure includes: disruptions to internet infrastructure, cyber attacks (DDoS), fire, strikes and government measures.

11. Termination

Subscriptions may be cancelled with a notice period of one (1) month before the end of the initial contract term. Cancellation must be made in writing or via the Platform.

Upon termination, User has thirty (30) days to request an export of their own Data, after which PayoutMatching will permanently delete the Data in accordance with its retention policy.

12. Governing Law

All legal relationships between PayoutMatching and User are governed exclusively by Dutch law. Disputes will be submitted in the first instance to the competent court in Amsterdam.