Terms Of Service
Last updated on December 01, 2025
Terms Of Service
Last updated on December 01, 2025
Terms Of Service
Last updated on December 01, 2025
DEFINITIONS AND INTERPRETATIONS
1.1 Interpretation
1.1.1 Unless otherwise expressly provided in these Service Terms, the following applies to the interpretation of these Service Terms:
(i) any reference to a "person" includes any person, whether or not having a separate legal personality and wherever incorporated or registered;
(ii) the headings and numbering have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of these Service Terms;
(iii) the words "for example", "include", "includes", or "including", and words of similar import are used to indicate that the list to which they relate is not exhaustive;
(iv) the words "as of" will be deemed to include the day or moment in time specified thereafter;
(v) the term third party means any person or entity other than the Parties or one of their Affiliates;
(vi) any provision of these Service Terms may not be interpreted to the detriment of a Party due to the fact that that Party was responsible for the drafting of the provision;
(vii) any reference to a liability or obligation of a Party or any of such Party's Affiliates will be deemed to incorporate references to obligations on the part of such Party to procure that the relevant liability is discharged or obligation is performed by such Party or its relevant Affiliate(s), on the terms of and subject to the conditions set out in these Service Terms;
(viii) any reference to "in writing" or "the writing" includes "by electronic transmission", respectively, "electronic recording";
(ix) references to books, records, or other information include books, records or other information stored in any form, including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers; and
(x) in respect to any jurisdiction other than the Netherlands, a reference to any Netherlands legal term will be construed as a reference to the term or concept that most closely corresponds to it in that jurisdiction.
1.1.2 Wherever in these Service Terms reference is made to indemnifying, indemnification, or similar, the following indemnification shall apply between the Party granting the indemnification (the Indemnifying Party) and the Party receiving the benefit thereof (the Indemnified Party).
1.1.3 The Indemnifying Party shall fully hold harmless and make whole the Indemnified Party from all Losses incurred by the Indemnified Party arising out of one or more specified events or categories of events, provided that:
(i) the Indemnified Party shall notify the Indemnifying Party promptly after becoming aware of an event giving rise to an obligation to indemnify;
(ii) the Indemnified Party shall grant full control of the claim to the Indemnifying Party and shall provide such reasonable cooperation and assistance as reasonably required by the Indemnifying Party;
(iii) the Indemnified Party shall not make any definite statement or promise, or pursue any settlement, in respect of any event giving rise to indemnification without the express prior written consent of the Indemnifying Party.
1.1.4 The Indemnifying Party will not agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the Indemnified Party, not to be unreasonably withheld.
1.1.5 An indemnity is considered a strict liability and no Party shall be able to exclude liability on the basis of non-attributability of the damages under Section 6:75 of the Dutch Civil Code.
1.2 Definitions
1.2.1 Unless the context requires otherwise in these Service Terms, capitalized terms and expressions shall have the meaning as set out below:
Acceptable Use Policy | means a policy setting limits on use of Services with the purpose of ensuring the integrity and stability of the Services, including for customers other than Customer, and compliance with Applicable Laws. |
Affiliate | means with respect to a person: (a) each and every subsidiary of such person, under that person's Control; (b) any person of which such a person is a subsidiary and every other person that is a subsidiary of such person, provided in each case they are Controlled by the parent person; excluding in each case any investment fund. |
Applicable Law | means all applicable laws, statutes, regulations, rules, ordinances, codes, decrees, judgments, orders, or other requirements of any governmental authority having jurisdiction over the relevant Party or subject matter. |
Change | means any modification, addition, deletion, or other alteration to the Services or the Platform. |
Confidential Information | has the meaning given to it in Clause 14.1.1. |
Control | means in relation to a person, the ability of one or more persons, whether acting alone or in concert, to ensure, under the Law applicable to such person, that the activities and business of that person are conducted in accordance with the wishes of such person(s), and one or more persons shall be deemed to have Control of a person if it/they possesses/possess or is/are entitled to acquire the majority of the voting rights in that person, and Controlling and Controlled, and Change of Control shall be construed accordingly, excluding in each case any investment fund. |
Customer | has the meaning given to it in Clause 2.1.1. |
Customer Data | means all data, information, and content provided by Customer to Orq.ai through the Services, or generated by Customer in the course of using the Services, including all Personal Data provided by Customer to Orq.ai. |
Customer Group | means Customer's Group |
Customer Obligations | means the obligations of Customer set out in Clause 3.3 and elsewhere in these Service Terms. |
Data Breach | means any actual or suspected unauthorized access to, disclosure of, or loss of Personal Data or Customer Data. |
Default | means an attributable breach (toerekenbare tekortkoming in de nakoming) of these Service Terms for which the breaching Party is in default (verzuim). |
Documentation | means all documentation relating to the Services and Platform provided by Orq.ai to Customer, including through https://docs.orq.ai/docs/introduction. |
Exit Services | has the meaning given to it in Clause 13.1.4. |
Feedback | means any commentary in whatever form provided by Customer in respect of the functionality or performance of the Services, whether voluntary or upon request. |
Fees | means all fees, charges, and other amounts payable by Customer under these Service Terms. |
Force Majeure | has the meaning given to it in Clause 17.1.1. |
Group | means in respect of a Party, a Party and its Affiliates. |
High Risk Activities | means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control. |
Indemnified Party | means a Party entitled to indemnification under these Service Terms. |
Indemnifying Party | means a Party obligated to provide indemnification under these Service Terms. |
Intellectual Property Rights | means any unpatented inventions, patent applications utility models, design rights, copyrights (including, without limitation, such rights to computer software), plant breeder rights, plant variety rights, database rights, mask work rights, rights in topographies of semiconductor products, trade secret rights, any rights to trademarks, trade and business names, domain names, service mark applications and know-how and for each such right (i) rights derived therefrom, such as e.g. exploitation rights, (ii) the rights or forms of protection of a similar nature or having equivalent or similar effect to any of these rights and all other intellectual property rights in any part of the world, whether or not any of these rights are registered (iii) applications for registration of, and rights to apply for, any such rights, in each case for their entire existing and future protected scope of use, for their entire duration of protection, and for their entire geographic scope. |
Losses | means all losses, damages, costs, expenses, liabilities, claims, demands, proceedings, and judgments of any nature. |
Orq.ai | has the meaning given to it in Clause 2.1.1. |
Permitted User | has the meaning given to it in Clause 14.1.2. |
Personal Data | means any information relating to an identified or identifiable natural person as defined under applicable data protection laws. |
Platform | means Orq.ai’s proprietary Orq.ai Generative AI Collaboration Platform as further described in the relevant Documentation. |
Security Incident | means any event that compromises or threatens to compromise the security, confidentiality, integrity, or availability of the Platform, Services, or any data of a Party or a third party. |
Service Terms | means these Service Terms. |
Services | means any and all services provided by Orq.ai under these Service Terms from time to time. |
Subscription Period | has the meaning given to it in Clause 12.1.1 |
Switching Notice | has the meaning given to it in Clause 13.1.2 |
Third Party LLMs | means large language model services provided by third parties. |
Usage Data | means metrics and statistics relating to Customer’s and Customer’s personnel’s use of the Services. |
Viruses | means any malicious software, including viruses, worms, trojans, or other harmful code. |
Works | means any works that are created, conceived, authored, designed, developed, discovered, or reduced to practice, including without limitation: (i) names, logos, and other signs; (ii) business ideas, concepts, or methods; (iii) literary, artistic, or scientific works (such as text, drawings, diagrams, specifications, training works and documentation); (iv) software designs, schematics, and code in whatever form, including pseudocode, source code, object code or machine code, together with associated test data, build scripts and documentation; (v) algorithms, models, databases, and datasets (vi) inventions, discoveries, processes, concepts, methods, ideas, designs, prototypes, technical drawings, schematics, technical data, and know-how; (vii) all drafts, notes, preparatory works, updates, adaptations, enhancements, translations, and derivative works of any of the foregoing; and (viii) model weights, prompt libraries, dev ops scripts, repositories and other digital artefacts relating to or enabling the foregoing. |
SERVICE TERMS
2.1.1 These Service Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer") and Orq.ai ("Orq.ai"), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").
2.1.2 If contracting on behalf of an entity, you represent and warrant that you have authority to bind that entity. If you lack such authority, you agree that you are personally liable for obligations arising from your entering an agreement relating to Services.
2.1.3 If a master agreement is already executed between Orq.ai and Customer, or any entity to whom Customer is in any way related (a member of Customer’s Group, Customer’s employer or principal, etc.), Orq.ai may, by written notice (email sufficient), consolidate and absorb any Services contracted for hereunder into the master agreement. From the effective date specified in the notice, the master agreement will govern the said Services.
2.1.4 No general terms and conditions of the Customer, nor of third parties apply to the Services, irrespective of any reference to those terms and conditions in any communication before or after the date of these Service Terms.
2.1.5 We may update these Service Terms by posting an updated version with a revised "Last updated" date. Changes apply prospectively; continued use after the effective date constitutes acceptance.
THE SERVICES
3.1 Provision of Services
3.1.1 Orq.ai provides the Services "as available" with reasonable skill and care but does not guarantee any particular result, output accuracy, uptime or availability. Customer is responsible for verifying that output meets its requirements.
3.1.2 The Services are intended for users 18 years and older. Persons under 18 may not use or register for the Services.
3.1.3 The Services offered under these Service Terms are not designed to comply with sectoral laws such as HIPAA, FISMA or GLBA; do not use the Services where those laws apply. If such compliance is required, please contact Orq.ai to discuss an appropriate Services structure.
3.2 Personnel and Third Party Services
3.2.1 Orq.ai has the right to engage third parties where necessary for the proper execution of these Service Terms, without prejudice to its responsibilities hereunder.
3.2.2 The Platform enables the Customer to access the third-party services, including access to Third Party LLMs. Orq.ai provides no warranties or representations, and disclaims all warranties whether express or implied, with respect to these third-party services, including without limitation the availability, performance or accuracy of these services. Customer remains responsible for complying with any third-party terms and usage policies.
3.3 Customer Obligations
3.3.1 The Customer shall provide all cooperation reasonably necessary (the Customer Obligations) for Orq.ai to provide the Services to Customer.
3.3.2 Orq.ai is not liable for any failure to perform its obligations to the extent that this failure is attributable to Customer’s failure to perform its Customer Obligations in a timely fashion.
FEES AND PAYMENT
4.1.1 Fees are those presented at checkout and any metered/consumption charges disclosed on the Platform. Customer shall bear any applicable value added or sales taxes to the extent not explicitly already incorporated in the Fees.
4.1.2 Customer authorizes recurring charges to the payment method on file until cancellation. Fees are non‑refundable except where a refund is required by Applicable Law. Orq.ai may correct pricing errors even after we’ve requested or received payment.
4.1.3 Customer agrees to digital billing and invoicing.
4.1.4 Orq.ai may update prices for month‑to‑month and metered usage at any time by posting updated pricing on the Platform, effective for the next billing cycle (price changes for any pre‑paid fixed term take effect on renewal).
4.1.5 Any late payment shall constitute an immediate breach and Default of the Customer in respect of its payment obligations. Late amounts accrue interest at the lower of 1.5% per month or the maximum statutory commercial rate permitted by law, plus reasonable recovery costs. Orq.ai will, without prejudice to the foregoing, send a first payment reminder, and if the Customer does not respond to this reminder, Orq.ai is entitled to hand over the collection and to increase the amount due with administration and collection costs.
SECURITY AND CONTINUITY
5.1 Security measures
5.1.1 Orq.ai applies reasonable and appropriate technical and organizational measures, as further described in the Documentation.
5.1.2 The Customer acknowledges that it retains primary responsibility for data security related to its own IT infrastructure, networks, systems, and data stored within Customer-controlled environments and that Orq.ai cannot be held liable for any Security Incident to the extent originating in, caused by, enabled by, mediated through or otherwise connected with the customer infrastructure.
5.2 Data Breach
5.2.1 To the extent either Party becomes aware of a Data Breach, that Party shall inform the other Party thereof without undue delay. In the event of a Data Breach relating to Customer Data that, absent a vulnerability in the Platform, would not have occurred, Orq.ai shall, in close consultation with Customer, take all steps and do all things necessary to end the Data Breach. In the event of a Data Breach originating in, caused by, enabled by, mediated through or otherwise connected with customer infrastructure, Customer shall in close consultation with Orq.ai, take all steps and do all things necessary to (1) end the Data Breach and (2) prevent a future Data Breach of the same nature from occurring.
5.2.2 The Parties will cooperate in good faith on required notifications and evidence preservation relating to any Data Breach.
5.3 Business Continuity Plan
5.3.1 Customer is solely responsible for implementing, testing and maintaining a business continuity plan that meets the requirements of Customer’s business, and which takes into account the nature of the Services and their functions within the Customer’s business.
CHANGES
6.1.1 Orq.ai may modify, suspend or discontinue any part of the Services at any time without liability. Orq.ai may post maintenance windows or updates on our status or website pages.
ACCEPTABLE USE
7.1.1 The Customer shall abide by any Acceptable Use Policy as communicated to the Customer from time to time. In any case, Customer shall and shall ensure that each end-user shall:
(i) not create accounts, make purchases or otherwise access the Platform through automated means unless specifically described in the Documentation;
(ii) not attempt to circumvent usage limits, rate limits or payment obligations
(iii) not store, distribute or transmit any Viruses or any inappropriate content on or through the Platform;
(iv) not use the Platform with any High Risk Activities or in violation of Applicable Laws;
(v) not access or collect accounts, information, data, personal data, or portions of the Services without explicit authorization or otherwise attempt to gain unauthorized access to any part of the Platform;
(vi) not use the Services to develop, train or improve models that compete with the Services (except to the extent such restriction is not permitted by Applicable Law);
(vii) not conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;
(viii) ensure that the Customer’s (and any end user’s) access and use of the Services do not infringe the Intellectual Property Rights of any third party;
(ix) not access or use (nor allow the access or use of) the Services in any way to avoid incurring Fees or exceeding usage limits under these Service Terms;
(x) not harass, annoy, intimidate, or threaten any employees or agents engaged in providing any portion of the Platform;
(xi) unless explicitly agreed, not (i) copy, modify, duplicate, create derivative Works of, or distribute all or part of the Services; (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or part of the Services (except to the extent Applicable Law does not allow such restrictions);
7.1.2 The Customer's use of the Platform is subject to fair use limitations designed to ensure optimal performance for all users. Orq.ai reserves the right to implement reasonable usage limitations including API call rate limits, data processing volume restrictions, concurrent user session limits, and storage capacity limitations. Customer shall not circumvent or otherwise make ineffective any such limitations.
7.1.3 The Customer is fully responsible for the actions of its personnel and will control and monitor access to the Platform by its personnel and promptly notify Orq.ai of any suspected violations of Clause 7 (Acceptable Use) or Security Incidents, and implement appropriate internal policies and procedures to prevent violations.
SUSPENSION
8.1.1 Orq.ai may suspend the Customer's right to access or use any portion or all of the Services immediately upon notice to the Customer if Orq.ai reasonably determines that:
(i) the Customer’s use of the Services is in breach of Clause 7 (Acceptable Use);
(ii) the Customer's use of the Services poses a security risk to the Platform or any third party;
(iii) could have an adverse effect on Orq.ai, or for any other customer or third party;
(iv) the Customer is in material breach of these Service Terms;
(v) the Customer is in breach of its payment obligations;
(vi) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
8.1.2 If Orq.ai suspends the Customer's right to access or use any portion or all of the Services, the Customer remains responsible for all Fees incurred during the period of suspension.
WARRANTIES AND REPRESENTATIONS
9.1 Disclaimer
THE SERVICES AND PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CUSTOMER AGREES THAT ITS USE OF THE SERVICES AND PLATFORM WILL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORQ.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, PLATFORM AND CUSTOMER'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE TRADE. ORQ.AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES OR PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF ORQ.AI'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR CUSTOMER DATA STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR PLATFORM, (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. ORQ.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR PLATFORM, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS. CUSTOMER SHOULD USE ITS BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORQ.AI OR ELSEWHERE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE SERVICE TERMS. TO THE EXTENT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEIR DURATION IS LIMITED TO THIRTY (30) DAYS FROM DELIVERY.
COMPLIANCE WITH LAWS
10.1.1 Each Party shall comply with Applicable Laws applicable to it in its capacity as a service provider performing the Services or as a recipient of the Services as the case may be.
10.1.2 Customer represents it is not a sanctioned person and will not use the Services in violation of EU, UK or US export control, sanctions, or anti-boycott laws
DATA PROTECTION AND HIPAA
11.1.1 Orq.ai’s Privacy Policy governs how it handles personal data as a controller. Orq.ai is not a Business Associate and the Services are not intended for PHI; do not use the Services for HIPAA-regulated data.
11.1.2 To the extent Customer uses the Services to process Personal Data, Orq.ai shall be considered a data processor. Where Orq.ai acts as Processor, the Parties incorporate by reference the Data Processing Agreement available at [URL][ES1] . In the event of conflict between these Service Terms and the Data Processing Agreement, the latter shall prevail in respect of its subject matter.
TERM AND TERMINATION
12.1 Termination for Convenience
12.1.1 Customer may cancel its subscription via its account; cancellation is effective at the end of the current subscription term (the Subscription Period), without prejudice to Clause 12.3 (Effects of termination) and Clause 13.1.3, and no refunds are provided for partial periods.
12.1.2 Orq.ai may terminate the Services for convenience at any time, without any liability to Customer, but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management). The foregoing notwithstanding, if Orq.ai terminates the Services during a current Subscription Period Orq.ai shall, as its sole liability to the Customer, refund to Customer the Fees prepaid by Customer for Services not yet consumed.
12.2 Termination for cause
12.2.1 Orq.ai may terminate these Service Terms in whole or in part for cause, and without any liability to Customer but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management), if:
(i) Customer is in material breach of these Service Terms and the material breach remains uncured for a period of thirty (30) days from receipt of notice by Customer; or
(ii) Customer is in material breach of these Service Terms and the consequences of the breach can by their nature not be undone by curing the breach; or
(iii) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
12.2.2 Without prejudice to the generality of Clause 12.2.1, Orq.ai may also terminate these Service Terms in whole or in part immediately upon notice to Customer if:
(i) Orq.ai has the right to suspend the Services;
(ii) Orq.ai's suspension of Services, for whatever reason, lasts in excess of one month due to actions or omissions attributable to Customer;
(iii) Customer has left undisputed Fees (including Fees disputed in bad faith) unpaid for a duration in excess of one month after the due date of the invoice.
12.3 Effects of termination
12.3.1 Upon termination, expiration, or any other end to these Service Terms in whole or in part for whatever reason:
(i) the Customer's rights in respect of the affected Services under these Service Terms shall immediately terminate;
(ii) Rights and liabilities that have accrued up to the date of termination shall remain unaffected;
(iii) the provisions of this Clause, Clauses 4 (Fees and Payment), 9.1 (Disclaimer), 13 (Exit Management), 14 (Confidentiality), 15 (Intellectual Property Rights), 16 (Liability and Indemnification), 18 (Miscellaneous), and 19 (Disputes), and other provisions which by their nature or expressed intent are intended to survive termination, shall remain in full force and effect;
(iv) Orq.ai will, to the extent it stores any Customer Data, not take action to remove any Customer Data from its systems for thirty (30) days following the termination date to allow the Customer to retrieve such data, except to the extent Exit Services have been agreed, in which case Orq.ai shall have no obligation to retain any data after the completion of the Exit Services.
EXIT MANAGEMENT
13.1 Switching & Data Portability
13.1.1 Provider shall not impose pre-commercial, commercial, technical, contractual or organizational obstacles that prevent or hinder (i) termination after the maximum notice and successful completion of switching, (ii) concluding a new contract with another provider of the same service type or moving on-prem, (iii) the porting of Customer’s exportable data and Customer-controlled digital assets, or (iv) achieving functional equivalence for shared features, in each case as required by the EU Data Act.
13.1.2 Customer may switch to another service Orq.ai or an internally hosted service, or require the removal of all its data, by giving Orq.ai at least two (2) months’ prior written notice (a "Switching Notice"). These Service Terms will terminate on the day the transitional period ends as set out below in clause 13.1.6, even if that date falls before the end of a fixed Subscription Period, in which case all agreed but not yet due Fees for the remainder of the fixed term become immediately due and payable as termination compensation.
13.1.3 If these Service Terms end (for any reason) before Customer has given a Switching Notice, Customer may submit a Switching Notice within one (1) month after the end of these Service Terms, in which case the transitional period will commence immediately upon Orq.ai's receipt of the Switching Notice, and these Service Terms shall be considered to have re-entered into force for the duration of transitional period only, and only for such Services as had not yet been discontinued and the Services set out in Clause 13.1.4 and 13.1.5. If no Switching Notice is submitted within the (1) month timeframe, all Orq.ai's obligations under this Clause 13 will lapse. Orq.ai may in that case, at its sole discretion and upon Customer’s request, choose to still perform the obligations set out in this Clause 13.
13.1.4 Within a reasonable time after receiving a Switching Notice, Orq.ai shall provide reasonable cooperation and assistance to the Customer to facilitate an orderly transition of the Services to the Customer or a new service Orq.ai ("Exit Services"), including in any case, to the extent the Customer Data is stored within a database that is part of the Platform, other than temporarily for the purpose of transit or computation: providing a final extract of all Customer Data in a standard, portable format.
13.1.5 Orq.ai will provide such other Exit Services as are reasonably necessary and within its power to enable Customer to switch; however, this does not require Orq.ai:
(i) to create or maintain new technologies or services, nor to transform or convert any data provided in an open data format into other formats.
(ii) to disclose or transfer any digital assets protected by Intellectual Property Rights or that constitute a trade secret, nor to compromise the integrity or security of Customer’s or Orq.ai's services or systems.
13.1.6 The transitional period will not extend beyond thirty (30) calendar days from the end of the applicable notice period (or, if termination takes immediate effect, from the termination date), unless (a) within fourteen (14) days of the Switching Notice, Orq.ai reasonably notifies Customer that a longer period is strictly necessary for technical reasons—in which case the transitional period shall be limited to the shortest technically feasible period and in no event exceed seven (7) months; or (b) Customer requests a one‑time extension to the extent strictly necessary to ensure continuity of service during switching.
13.1.7 During the transitional period, Orq.ai will (i) provide reasonable assistance to Customer and its nominated third parties; (ii) maintain Service continuity and continue contracted functions; (iii) inform Customer of known continuity risks; and (iv) maintain a high level of security during transfer and throughout the retrieval period.
13.1.8 Customer may retrieve its data for up to thirty (30) days after the end of the transitional period. If no transitional period runs, the 30‑day retrieval window starts on the termination date. Orq.ai will erase Customer’s materials from active systems the day immediately after the retrieval period ends. Residual encrypted backups are automatically overwritten within one (1) month.
13.1.9 Orq.ai and Customer shall agree the reasonable Fees for the Exit Services. Orq.ai acting reasonably may require up to 50% of the Fees for Exit Services be paid in advance, the remainder shall be invoiced monthly in arrears. Clause 13.1.9 notwithstanding, to the extent these Service Terms have been terminated for cause for a reason attributable to Customer, Orq.ai may at its discretion require complete payment for the Exit Services be made in advance, including the payment in advance of a provisional budget for excess work, to be refunded if not utilized.
13.1.10 Switching costs will decrease and be withdrawn in line with Article 29 of Regulation (EU) 2023/2854; no switching costs shall apply from 12 January 2027.
13.1.11 Orq.ai maintains an online register describing exportable data categories, structures, formats and relevant standards/open interoperability specifications; Customer can access this register at any time.
CONFIDENTIALITY
14.1.1 Each Party shall treat as confidential all non-public information received from the other Party in connection with these Service Terms. Confidential Information includes Customer Data and Orq.ai's proprietary technology and business information.
14.1.2 Each Party may use Confidential Information solely for purposes of these Service Terms and may disclose it only to employees and contractors who need to know such information and are bound by confidentiality obligations (a Permitted User).
14.1.3 Confidentiality obligations do not apply to information that:
(i) is or becomes publicly available through no breach of these Service Terms;
(ii) is received from a third party without confidentiality restrictions;
(iii) is independently developed without use of Confidential Information; or
(iv) was known prior to disclosure without confidentiality obligations.
14.1.4 Each Permitted User may disclose Confidential Information where that Permitted User (or, where the Permitted User is an individual, his or her employer or any Affiliate of his or her employer) is compelled to do so through a binding order given by any party authorized to do so under Applicable Law. In these circumstances the recipient must give the disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
14.1.5 Upon termination, expiry, or any other end to these Service Terms, each Party shall cease all use of the Confidential Information of the other Party and return to the other Party, or at its option, destroy the Confidential Information stored in any form. The foregoing notwithstanding, each Party may continue to use in accordance with this Clause 14 such Confidential Information as must necessarily be used to obtain the benefit of any license granted hereunder that survives termination of these Service Terms.
14.1.6 This Clause 14 shall remain in full force and effect notwithstanding any termination of these Service Terms.
INTELLECTUAL PROPERTY RIGHTS
15.1.1 Orq.ai grants to the Customer, and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license under Orq.ai's Intellectual Property Rights in respect of any Works comprising the Services and Platform to use those Works in the manner strictly necessary to receive and use the Services for its internal business purposes. Except as otherwise agreed in writing, Customer shall not and shall not permit any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Services or Platform; or (ii) host the Services or Platform for the benefit of third parties.
15.1.2 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license for the duration of these Service Terms to use any Feedback, Works or Customer Data covered by the Customer Group’s Intellectual Property Rights solely to the extent necessary to deliver the Services.
15.1.3 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, perpetual, worldwide license to use Usage Data and Feedback solely for the purpose of improving the Services. Orq.ai may share Usage Data and Feedback with third parties to the extent it has been aggregated and anonymized.
LIABILITY AND INDEMNIFICATION
16.1 Limitations of Liability
16.1.1 The limitations of liability set out in this Clause 16.1.1 shall apply to damages arising out of or in connection with these Service Terms under any legal theory, including such damages as have as their basis a claim of tort, unearned payment, unjust enrichment, adjustment of these Service Terms due to a mistake or otherwise.
16.1.2 Orq.ai’s aggregate liability under these Service Terms shall be limited to the greater of the Fees of the preceding six months or EUR500.
16.1.3 Orq.ai shall be liable only for direct damages and shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss, corruption or unavailability of data, loss of revenues, or loss of opportunities arising in connection with these Service Terms.
16.1.4 The limitations of liability in this Clause 16 shall not to liability for death or personal injury, or any liability which cannot be excluded or limited under Dutch law, including liability arising from intent (opzet) or gross negligence (bewuste roekeloosheid).
16.2 Customer Indemnification in connection with use
16.2.1 The Customer will indemnify Orq.ai against any Losses arising out of a claim or action of any third party, including any regulator, resulting from:
(i) the Customer's use of the Services or Platform;
(ii) Customer’s processing of Customer Data; or
(iii) a dispute between the Customer and any of its customers, Affiliates, or its Affiliates' customers.
FORCE MAJEURE
17.1.1 Neither Party shall be liable for any breach to the extent it is the consequence of Force Majeure, except in case of indemnities. Force Majeure is understood to mean any circumstance independent of the will of the Party, which was not and could not reasonably have been foreseen, as a result of which performance of these Service Terms can no longer reasonably be required.
17.1.2 A Party shall be entitled to suspend the performance of its obligations under these Service Terms where such performance is prevented by a circumstance which is beyond such Party’s control and which such Party could neither have foreseen nor reasonably should have foreseen, or which if foreseeable could not reasonably have been mitigated, in conjunction with the conclusion of these Service Terms ("Force Majeure"). Force Majeure may include, inter alia, war or a state of affairs similar to war, mobilization or military conscription of a corresponding extent, revolt and rebellion, terrorism, sabotage, fire, floods, natural catastrophes, epidemics, pandemics, disruptions to public communications, disruptions to the public power networks, strikes, lock-outs or other general local labor market conflicts, requisition, seizure, decisions by public authorities, trade, payment or currency restrictions, or circumstances equivalent thereto. The same applies where the Force Majeure event exists for a Party's counterparties.
17.1.3 In the event a Party is prevented from performing its obligations under these Service Terms due to a Force Majeure event during a continuous period exceeding one (1) month, either Party shall be entitled to terminate these Service Terms with immediate effect.
17.1.4 A Party shall not be liable for Losses which arise for the other Party as a consequence of the postponement of the performance of these Service Terms, or that these Service Terms is terminated due to a Force Majeure event. A Force Majeure event shall not relieve a Party of its payment obligations in respect of any Service not performed as a result of the Force Majeure event, except to the extent it can be demonstrated that the affected Party has also avoided costs involved in performing the Services due to the Force Majeure Event.
17.1.5 If a Party wishes to invoke a Force Majeure event in accordance with this Clause 17, it shall give notice thereof to the other Party when there is a risk for failure or delay to perform an obligation under these Service Terms. In the absence of such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
MISCELLANEOUS
18.1 Electronic signature
You agree to transact electronically. Electronic signatures and records related to the Services have the same legal effect as handwritten signatures and paper records.
18.2 Assignment
Either Party may assign these Service Terms to an Affiliate or successor (including by merger, asset sale, or Change of Control) upon written notice; Customer may not unreasonably withhold novation support.
18.3 Notices
Any notice or other document to be served under these Service Terms may be delivered or sent by post or e-mail to the Party’s representative.
18.4 Entire agreement
These Service Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and replace all other agreements between the Parties whether oral or in writing in respect of its subject matter.
18.5 Waiver
No failure or delay by a Party in exercising its rights or remedies shall operate as a waiver unless it is made in writing. No single or partial exercise of any right or remedy of a Party shall preclude any other or further exercise of that or any other right or remedy.
18.6 Severability
In the event that one or more provisions of these Service Terms turn out to be invalid, the remaining provisions will remain effective. The Parties will discuss the invalid provisions in order to agree upon an alternative arrangement that is valid and which, as closely as possible, corresponds with the contents of the provisions to be replaced.
18.7 Third Party Rights
Except to the extent expressly set out herein, these Service Terms are not intended to create any rights on behalf of any third party, and no person who is not a party to these Service Terms may enforce any of its terms.
18.8 Compliance
No provision of these Service Terms shall be understood as requiring that Party breach any Applicable Law.
18.9 Applicable law
The validity, construction and enforcement of any rights or obligations arising out of- or in connection with these Service Terms shall be exclusively determined in accordance with the laws of the Netherlands, without reference to its conflicts of laws principles and excluding the Convention on the International Sale of Goods (CISG).
DISPUTES
19.1.1 All disputes arising from or related to these Service Terms will be submitted exclusively to the competent courts of Amsterdam, without prejudice to a Party’s right to appeal or cassation.
19.1.2 Notwithstanding anything to the contrary in these Service Terms either Party shall have the right to seek interim relief (such as an injunction) against the other Party through the competent courts to protect its rights and interests, or to enforce the obligations of the other Party.
DEFINITIONS AND INTERPRETATIONS
1.1 Interpretation
1.1.1 Unless otherwise expressly provided in these Service Terms, the following applies to the interpretation of these Service Terms:
(i) any reference to a "person" includes any person, whether or not having a separate legal personality and wherever incorporated or registered;
(ii) the headings and numbering have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of these Service Terms;
(iii) the words "for example", "include", "includes", or "including", and words of similar import are used to indicate that the list to which they relate is not exhaustive;
(iv) the words "as of" will be deemed to include the day or moment in time specified thereafter;
(v) the term third party means any person or entity other than the Parties or one of their Affiliates;
(vi) any provision of these Service Terms may not be interpreted to the detriment of a Party due to the fact that that Party was responsible for the drafting of the provision;
(vii) any reference to a liability or obligation of a Party or any of such Party's Affiliates will be deemed to incorporate references to obligations on the part of such Party to procure that the relevant liability is discharged or obligation is performed by such Party or its relevant Affiliate(s), on the terms of and subject to the conditions set out in these Service Terms;
(viii) any reference to "in writing" or "the writing" includes "by electronic transmission", respectively, "electronic recording";
(ix) references to books, records, or other information include books, records or other information stored in any form, including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers; and
(x) in respect to any jurisdiction other than the Netherlands, a reference to any Netherlands legal term will be construed as a reference to the term or concept that most closely corresponds to it in that jurisdiction.
1.1.2 Wherever in these Service Terms reference is made to indemnifying, indemnification, or similar, the following indemnification shall apply between the Party granting the indemnification (the Indemnifying Party) and the Party receiving the benefit thereof (the Indemnified Party).
1.1.3 The Indemnifying Party shall fully hold harmless and make whole the Indemnified Party from all Losses incurred by the Indemnified Party arising out of one or more specified events or categories of events, provided that:
(i) the Indemnified Party shall notify the Indemnifying Party promptly after becoming aware of an event giving rise to an obligation to indemnify;
(ii) the Indemnified Party shall grant full control of the claim to the Indemnifying Party and shall provide such reasonable cooperation and assistance as reasonably required by the Indemnifying Party;
(iii) the Indemnified Party shall not make any definite statement or promise, or pursue any settlement, in respect of any event giving rise to indemnification without the express prior written consent of the Indemnifying Party.
1.1.4 The Indemnifying Party will not agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the Indemnified Party, not to be unreasonably withheld.
1.1.5 An indemnity is considered a strict liability and no Party shall be able to exclude liability on the basis of non-attributability of the damages under Section 6:75 of the Dutch Civil Code.
1.2 Definitions
1.2.1 Unless the context requires otherwise in these Service Terms, capitalized terms and expressions shall have the meaning as set out below:
Acceptable Use Policy | means a policy setting limits on use of Services with the purpose of ensuring the integrity and stability of the Services, including for customers other than Customer, and compliance with Applicable Laws. |
Affiliate | means with respect to a person: (a) each and every subsidiary of such person, under that person's Control; (b) any person of which such a person is a subsidiary and every other person that is a subsidiary of such person, provided in each case they are Controlled by the parent person; excluding in each case any investment fund. |
Applicable Law | means all applicable laws, statutes, regulations, rules, ordinances, codes, decrees, judgments, orders, or other requirements of any governmental authority having jurisdiction over the relevant Party or subject matter. |
Change | means any modification, addition, deletion, or other alteration to the Services or the Platform. |
Confidential Information | has the meaning given to it in Clause 14.1.1. |
Control | means in relation to a person, the ability of one or more persons, whether acting alone or in concert, to ensure, under the Law applicable to such person, that the activities and business of that person are conducted in accordance with the wishes of such person(s), and one or more persons shall be deemed to have Control of a person if it/they possesses/possess or is/are entitled to acquire the majority of the voting rights in that person, and Controlling and Controlled, and Change of Control shall be construed accordingly, excluding in each case any investment fund. |
Customer | has the meaning given to it in Clause 2.1.1. |
Customer Data | means all data, information, and content provided by Customer to Orq.ai through the Services, or generated by Customer in the course of using the Services, including all Personal Data provided by Customer to Orq.ai. |
Customer Group | means Customer's Group |
Customer Obligations | means the obligations of Customer set out in Clause 3.3 and elsewhere in these Service Terms. |
Data Breach | means any actual or suspected unauthorized access to, disclosure of, or loss of Personal Data or Customer Data. |
Default | means an attributable breach (toerekenbare tekortkoming in de nakoming) of these Service Terms for which the breaching Party is in default (verzuim). |
Documentation | means all documentation relating to the Services and Platform provided by Orq.ai to Customer, including through https://docs.orq.ai/docs/introduction. |
Exit Services | has the meaning given to it in Clause 13.1.4. |
Feedback | means any commentary in whatever form provided by Customer in respect of the functionality or performance of the Services, whether voluntary or upon request. |
Fees | means all fees, charges, and other amounts payable by Customer under these Service Terms. |
Force Majeure | has the meaning given to it in Clause 17.1.1. |
Group | means in respect of a Party, a Party and its Affiliates. |
High Risk Activities | means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control. |
Indemnified Party | means a Party entitled to indemnification under these Service Terms. |
Indemnifying Party | means a Party obligated to provide indemnification under these Service Terms. |
Intellectual Property Rights | means any unpatented inventions, patent applications utility models, design rights, copyrights (including, without limitation, such rights to computer software), plant breeder rights, plant variety rights, database rights, mask work rights, rights in topographies of semiconductor products, trade secret rights, any rights to trademarks, trade and business names, domain names, service mark applications and know-how and for each such right (i) rights derived therefrom, such as e.g. exploitation rights, (ii) the rights or forms of protection of a similar nature or having equivalent or similar effect to any of these rights and all other intellectual property rights in any part of the world, whether or not any of these rights are registered (iii) applications for registration of, and rights to apply for, any such rights, in each case for their entire existing and future protected scope of use, for their entire duration of protection, and for their entire geographic scope. |
Losses | means all losses, damages, costs, expenses, liabilities, claims, demands, proceedings, and judgments of any nature. |
Orq.ai | has the meaning given to it in Clause 2.1.1. |
Permitted User | has the meaning given to it in Clause 14.1.2. |
Personal Data | means any information relating to an identified or identifiable natural person as defined under applicable data protection laws. |
Platform | means Orq.ai’s proprietary Orq.ai Generative AI Collaboration Platform as further described in the relevant Documentation. |
Security Incident | means any event that compromises or threatens to compromise the security, confidentiality, integrity, or availability of the Platform, Services, or any data of a Party or a third party. |
Service Terms | means these Service Terms. |
Services | means any and all services provided by Orq.ai under these Service Terms from time to time. |
Subscription Period | has the meaning given to it in Clause 12.1.1 |
Switching Notice | has the meaning given to it in Clause 13.1.2 |
Third Party LLMs | means large language model services provided by third parties. |
Usage Data | means metrics and statistics relating to Customer’s and Customer’s personnel’s use of the Services. |
Viruses | means any malicious software, including viruses, worms, trojans, or other harmful code. |
Works | means any works that are created, conceived, authored, designed, developed, discovered, or reduced to practice, including without limitation: (i) names, logos, and other signs; (ii) business ideas, concepts, or methods; (iii) literary, artistic, or scientific works (such as text, drawings, diagrams, specifications, training works and documentation); (iv) software designs, schematics, and code in whatever form, including pseudocode, source code, object code or machine code, together with associated test data, build scripts and documentation; (v) algorithms, models, databases, and datasets (vi) inventions, discoveries, processes, concepts, methods, ideas, designs, prototypes, technical drawings, schematics, technical data, and know-how; (vii) all drafts, notes, preparatory works, updates, adaptations, enhancements, translations, and derivative works of any of the foregoing; and (viii) model weights, prompt libraries, dev ops scripts, repositories and other digital artefacts relating to or enabling the foregoing. |
SERVICE TERMS
2.1.1 These Service Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer") and Orq.ai ("Orq.ai"), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").
2.1.2 If contracting on behalf of an entity, you represent and warrant that you have authority to bind that entity. If you lack such authority, you agree that you are personally liable for obligations arising from your entering an agreement relating to Services.
2.1.3 If a master agreement is already executed between Orq.ai and Customer, or any entity to whom Customer is in any way related (a member of Customer’s Group, Customer’s employer or principal, etc.), Orq.ai may, by written notice (email sufficient), consolidate and absorb any Services contracted for hereunder into the master agreement. From the effective date specified in the notice, the master agreement will govern the said Services.
2.1.4 No general terms and conditions of the Customer, nor of third parties apply to the Services, irrespective of any reference to those terms and conditions in any communication before or after the date of these Service Terms.
2.1.5 We may update these Service Terms by posting an updated version with a revised "Last updated" date. Changes apply prospectively; continued use after the effective date constitutes acceptance.
THE SERVICES
3.1 Provision of Services
3.1.1 Orq.ai provides the Services "as available" with reasonable skill and care but does not guarantee any particular result, output accuracy, uptime or availability. Customer is responsible for verifying that output meets its requirements.
3.1.2 The Services are intended for users 18 years and older. Persons under 18 may not use or register for the Services.
3.1.3 The Services offered under these Service Terms are not designed to comply with sectoral laws such as HIPAA, FISMA or GLBA; do not use the Services where those laws apply. If such compliance is required, please contact Orq.ai to discuss an appropriate Services structure.
3.2 Personnel and Third Party Services
3.2.1 Orq.ai has the right to engage third parties where necessary for the proper execution of these Service Terms, without prejudice to its responsibilities hereunder.
3.2.2 The Platform enables the Customer to access the third-party services, including access to Third Party LLMs. Orq.ai provides no warranties or representations, and disclaims all warranties whether express or implied, with respect to these third-party services, including without limitation the availability, performance or accuracy of these services. Customer remains responsible for complying with any third-party terms and usage policies.
3.3 Customer Obligations
3.3.1 The Customer shall provide all cooperation reasonably necessary (the Customer Obligations) for Orq.ai to provide the Services to Customer.
3.3.2 Orq.ai is not liable for any failure to perform its obligations to the extent that this failure is attributable to Customer’s failure to perform its Customer Obligations in a timely fashion.
FEES AND PAYMENT
4.1.1 Fees are those presented at checkout and any metered/consumption charges disclosed on the Platform. Customer shall bear any applicable value added or sales taxes to the extent not explicitly already incorporated in the Fees.
4.1.2 Customer authorizes recurring charges to the payment method on file until cancellation. Fees are non‑refundable except where a refund is required by Applicable Law. Orq.ai may correct pricing errors even after we’ve requested or received payment.
4.1.3 Customer agrees to digital billing and invoicing.
4.1.4 Orq.ai may update prices for month‑to‑month and metered usage at any time by posting updated pricing on the Platform, effective for the next billing cycle (price changes for any pre‑paid fixed term take effect on renewal).
4.1.5 Any late payment shall constitute an immediate breach and Default of the Customer in respect of its payment obligations. Late amounts accrue interest at the lower of 1.5% per month or the maximum statutory commercial rate permitted by law, plus reasonable recovery costs. Orq.ai will, without prejudice to the foregoing, send a first payment reminder, and if the Customer does not respond to this reminder, Orq.ai is entitled to hand over the collection and to increase the amount due with administration and collection costs.
SECURITY AND CONTINUITY
5.1 Security measures
5.1.1 Orq.ai applies reasonable and appropriate technical and organizational measures, as further described in the Documentation.
5.1.2 The Customer acknowledges that it retains primary responsibility for data security related to its own IT infrastructure, networks, systems, and data stored within Customer-controlled environments and that Orq.ai cannot be held liable for any Security Incident to the extent originating in, caused by, enabled by, mediated through or otherwise connected with the customer infrastructure.
5.2 Data Breach
5.2.1 To the extent either Party becomes aware of a Data Breach, that Party shall inform the other Party thereof without undue delay. In the event of a Data Breach relating to Customer Data that, absent a vulnerability in the Platform, would not have occurred, Orq.ai shall, in close consultation with Customer, take all steps and do all things necessary to end the Data Breach. In the event of a Data Breach originating in, caused by, enabled by, mediated through or otherwise connected with customer infrastructure, Customer shall in close consultation with Orq.ai, take all steps and do all things necessary to (1) end the Data Breach and (2) prevent a future Data Breach of the same nature from occurring.
5.2.2 The Parties will cooperate in good faith on required notifications and evidence preservation relating to any Data Breach.
5.3 Business Continuity Plan
5.3.1 Customer is solely responsible for implementing, testing and maintaining a business continuity plan that meets the requirements of Customer’s business, and which takes into account the nature of the Services and their functions within the Customer’s business.
CHANGES
6.1.1 Orq.ai may modify, suspend or discontinue any part of the Services at any time without liability. Orq.ai may post maintenance windows or updates on our status or website pages.
ACCEPTABLE USE
7.1.1 The Customer shall abide by any Acceptable Use Policy as communicated to the Customer from time to time. In any case, Customer shall and shall ensure that each end-user shall:
(i) not create accounts, make purchases or otherwise access the Platform through automated means unless specifically described in the Documentation;
(ii) not attempt to circumvent usage limits, rate limits or payment obligations
(iii) not store, distribute or transmit any Viruses or any inappropriate content on or through the Platform;
(iv) not use the Platform with any High Risk Activities or in violation of Applicable Laws;
(v) not access or collect accounts, information, data, personal data, or portions of the Services without explicit authorization or otherwise attempt to gain unauthorized access to any part of the Platform;
(vi) not use the Services to develop, train or improve models that compete with the Services (except to the extent such restriction is not permitted by Applicable Law);
(vii) not conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;
(viii) ensure that the Customer’s (and any end user’s) access and use of the Services do not infringe the Intellectual Property Rights of any third party;
(ix) not access or use (nor allow the access or use of) the Services in any way to avoid incurring Fees or exceeding usage limits under these Service Terms;
(x) not harass, annoy, intimidate, or threaten any employees or agents engaged in providing any portion of the Platform;
(xi) unless explicitly agreed, not (i) copy, modify, duplicate, create derivative Works of, or distribute all or part of the Services; (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or part of the Services (except to the extent Applicable Law does not allow such restrictions);
7.1.2 The Customer's use of the Platform is subject to fair use limitations designed to ensure optimal performance for all users. Orq.ai reserves the right to implement reasonable usage limitations including API call rate limits, data processing volume restrictions, concurrent user session limits, and storage capacity limitations. Customer shall not circumvent or otherwise make ineffective any such limitations.
7.1.3 The Customer is fully responsible for the actions of its personnel and will control and monitor access to the Platform by its personnel and promptly notify Orq.ai of any suspected violations of Clause 7 (Acceptable Use) or Security Incidents, and implement appropriate internal policies and procedures to prevent violations.
SUSPENSION
8.1.1 Orq.ai may suspend the Customer's right to access or use any portion or all of the Services immediately upon notice to the Customer if Orq.ai reasonably determines that:
(i) the Customer’s use of the Services is in breach of Clause 7 (Acceptable Use);
(ii) the Customer's use of the Services poses a security risk to the Platform or any third party;
(iii) could have an adverse effect on Orq.ai, or for any other customer or third party;
(iv) the Customer is in material breach of these Service Terms;
(v) the Customer is in breach of its payment obligations;
(vi) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
8.1.2 If Orq.ai suspends the Customer's right to access or use any portion or all of the Services, the Customer remains responsible for all Fees incurred during the period of suspension.
WARRANTIES AND REPRESENTATIONS
9.1 Disclaimer
THE SERVICES AND PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CUSTOMER AGREES THAT ITS USE OF THE SERVICES AND PLATFORM WILL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORQ.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, PLATFORM AND CUSTOMER'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE TRADE. ORQ.AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES OR PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF ORQ.AI'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR CUSTOMER DATA STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR PLATFORM, (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. ORQ.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR PLATFORM, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS. CUSTOMER SHOULD USE ITS BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORQ.AI OR ELSEWHERE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE SERVICE TERMS. TO THE EXTENT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEIR DURATION IS LIMITED TO THIRTY (30) DAYS FROM DELIVERY.
COMPLIANCE WITH LAWS
10.1.1 Each Party shall comply with Applicable Laws applicable to it in its capacity as a service provider performing the Services or as a recipient of the Services as the case may be.
10.1.2 Customer represents it is not a sanctioned person and will not use the Services in violation of EU, UK or US export control, sanctions, or anti-boycott laws
DATA PROTECTION AND HIPAA
11.1.1 Orq.ai’s Privacy Policy governs how it handles personal data as a controller. Orq.ai is not a Business Associate and the Services are not intended for PHI; do not use the Services for HIPAA-regulated data.
11.1.2 To the extent Customer uses the Services to process Personal Data, Orq.ai shall be considered a data processor. Where Orq.ai acts as Processor, the Parties incorporate by reference the Data Processing Agreement available at [URL][ES1] . In the event of conflict between these Service Terms and the Data Processing Agreement, the latter shall prevail in respect of its subject matter.
TERM AND TERMINATION
12.1 Termination for Convenience
12.1.1 Customer may cancel its subscription via its account; cancellation is effective at the end of the current subscription term (the Subscription Period), without prejudice to Clause 12.3 (Effects of termination) and Clause 13.1.3, and no refunds are provided for partial periods.
12.1.2 Orq.ai may terminate the Services for convenience at any time, without any liability to Customer, but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management). The foregoing notwithstanding, if Orq.ai terminates the Services during a current Subscription Period Orq.ai shall, as its sole liability to the Customer, refund to Customer the Fees prepaid by Customer for Services not yet consumed.
12.2 Termination for cause
12.2.1 Orq.ai may terminate these Service Terms in whole or in part for cause, and without any liability to Customer but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management), if:
(i) Customer is in material breach of these Service Terms and the material breach remains uncured for a period of thirty (30) days from receipt of notice by Customer; or
(ii) Customer is in material breach of these Service Terms and the consequences of the breach can by their nature not be undone by curing the breach; or
(iii) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
12.2.2 Without prejudice to the generality of Clause 12.2.1, Orq.ai may also terminate these Service Terms in whole or in part immediately upon notice to Customer if:
(i) Orq.ai has the right to suspend the Services;
(ii) Orq.ai's suspension of Services, for whatever reason, lasts in excess of one month due to actions or omissions attributable to Customer;
(iii) Customer has left undisputed Fees (including Fees disputed in bad faith) unpaid for a duration in excess of one month after the due date of the invoice.
12.3 Effects of termination
12.3.1 Upon termination, expiration, or any other end to these Service Terms in whole or in part for whatever reason:
(i) the Customer's rights in respect of the affected Services under these Service Terms shall immediately terminate;
(ii) Rights and liabilities that have accrued up to the date of termination shall remain unaffected;
(iii) the provisions of this Clause, Clauses 4 (Fees and Payment), 9.1 (Disclaimer), 13 (Exit Management), 14 (Confidentiality), 15 (Intellectual Property Rights), 16 (Liability and Indemnification), 18 (Miscellaneous), and 19 (Disputes), and other provisions which by their nature or expressed intent are intended to survive termination, shall remain in full force and effect;
(iv) Orq.ai will, to the extent it stores any Customer Data, not take action to remove any Customer Data from its systems for thirty (30) days following the termination date to allow the Customer to retrieve such data, except to the extent Exit Services have been agreed, in which case Orq.ai shall have no obligation to retain any data after the completion of the Exit Services.
EXIT MANAGEMENT
13.1 Switching & Data Portability
13.1.1 Provider shall not impose pre-commercial, commercial, technical, contractual or organizational obstacles that prevent or hinder (i) termination after the maximum notice and successful completion of switching, (ii) concluding a new contract with another provider of the same service type or moving on-prem, (iii) the porting of Customer’s exportable data and Customer-controlled digital assets, or (iv) achieving functional equivalence for shared features, in each case as required by the EU Data Act.
13.1.2 Customer may switch to another service Orq.ai or an internally hosted service, or require the removal of all its data, by giving Orq.ai at least two (2) months’ prior written notice (a "Switching Notice"). These Service Terms will terminate on the day the transitional period ends as set out below in clause 13.1.6, even if that date falls before the end of a fixed Subscription Period, in which case all agreed but not yet due Fees for the remainder of the fixed term become immediately due and payable as termination compensation.
13.1.3 If these Service Terms end (for any reason) before Customer has given a Switching Notice, Customer may submit a Switching Notice within one (1) month after the end of these Service Terms, in which case the transitional period will commence immediately upon Orq.ai's receipt of the Switching Notice, and these Service Terms shall be considered to have re-entered into force for the duration of transitional period only, and only for such Services as had not yet been discontinued and the Services set out in Clause 13.1.4 and 13.1.5. If no Switching Notice is submitted within the (1) month timeframe, all Orq.ai's obligations under this Clause 13 will lapse. Orq.ai may in that case, at its sole discretion and upon Customer’s request, choose to still perform the obligations set out in this Clause 13.
13.1.4 Within a reasonable time after receiving a Switching Notice, Orq.ai shall provide reasonable cooperation and assistance to the Customer to facilitate an orderly transition of the Services to the Customer or a new service Orq.ai ("Exit Services"), including in any case, to the extent the Customer Data is stored within a database that is part of the Platform, other than temporarily for the purpose of transit or computation: providing a final extract of all Customer Data in a standard, portable format.
13.1.5 Orq.ai will provide such other Exit Services as are reasonably necessary and within its power to enable Customer to switch; however, this does not require Orq.ai:
(i) to create or maintain new technologies or services, nor to transform or convert any data provided in an open data format into other formats.
(ii) to disclose or transfer any digital assets protected by Intellectual Property Rights or that constitute a trade secret, nor to compromise the integrity or security of Customer’s or Orq.ai's services or systems.
13.1.6 The transitional period will not extend beyond thirty (30) calendar days from the end of the applicable notice period (or, if termination takes immediate effect, from the termination date), unless (a) within fourteen (14) days of the Switching Notice, Orq.ai reasonably notifies Customer that a longer period is strictly necessary for technical reasons—in which case the transitional period shall be limited to the shortest technically feasible period and in no event exceed seven (7) months; or (b) Customer requests a one‑time extension to the extent strictly necessary to ensure continuity of service during switching.
13.1.7 During the transitional period, Orq.ai will (i) provide reasonable assistance to Customer and its nominated third parties; (ii) maintain Service continuity and continue contracted functions; (iii) inform Customer of known continuity risks; and (iv) maintain a high level of security during transfer and throughout the retrieval period.
13.1.8 Customer may retrieve its data for up to thirty (30) days after the end of the transitional period. If no transitional period runs, the 30‑day retrieval window starts on the termination date. Orq.ai will erase Customer’s materials from active systems the day immediately after the retrieval period ends. Residual encrypted backups are automatically overwritten within one (1) month.
13.1.9 Orq.ai and Customer shall agree the reasonable Fees for the Exit Services. Orq.ai acting reasonably may require up to 50% of the Fees for Exit Services be paid in advance, the remainder shall be invoiced monthly in arrears. Clause 13.1.9 notwithstanding, to the extent these Service Terms have been terminated for cause for a reason attributable to Customer, Orq.ai may at its discretion require complete payment for the Exit Services be made in advance, including the payment in advance of a provisional budget for excess work, to be refunded if not utilized.
13.1.10 Switching costs will decrease and be withdrawn in line with Article 29 of Regulation (EU) 2023/2854; no switching costs shall apply from 12 January 2027.
13.1.11 Orq.ai maintains an online register describing exportable data categories, structures, formats and relevant standards/open interoperability specifications; Customer can access this register at any time.
CONFIDENTIALITY
14.1.1 Each Party shall treat as confidential all non-public information received from the other Party in connection with these Service Terms. Confidential Information includes Customer Data and Orq.ai's proprietary technology and business information.
14.1.2 Each Party may use Confidential Information solely for purposes of these Service Terms and may disclose it only to employees and contractors who need to know such information and are bound by confidentiality obligations (a Permitted User).
14.1.3 Confidentiality obligations do not apply to information that:
(i) is or becomes publicly available through no breach of these Service Terms;
(ii) is received from a third party without confidentiality restrictions;
(iii) is independently developed without use of Confidential Information; or
(iv) was known prior to disclosure without confidentiality obligations.
14.1.4 Each Permitted User may disclose Confidential Information where that Permitted User (or, where the Permitted User is an individual, his or her employer or any Affiliate of his or her employer) is compelled to do so through a binding order given by any party authorized to do so under Applicable Law. In these circumstances the recipient must give the disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
14.1.5 Upon termination, expiry, or any other end to these Service Terms, each Party shall cease all use of the Confidential Information of the other Party and return to the other Party, or at its option, destroy the Confidential Information stored in any form. The foregoing notwithstanding, each Party may continue to use in accordance with this Clause 14 such Confidential Information as must necessarily be used to obtain the benefit of any license granted hereunder that survives termination of these Service Terms.
14.1.6 This Clause 14 shall remain in full force and effect notwithstanding any termination of these Service Terms.
INTELLECTUAL PROPERTY RIGHTS
15.1.1 Orq.ai grants to the Customer, and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license under Orq.ai's Intellectual Property Rights in respect of any Works comprising the Services and Platform to use those Works in the manner strictly necessary to receive and use the Services for its internal business purposes. Except as otherwise agreed in writing, Customer shall not and shall not permit any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Services or Platform; or (ii) host the Services or Platform for the benefit of third parties.
15.1.2 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license for the duration of these Service Terms to use any Feedback, Works or Customer Data covered by the Customer Group’s Intellectual Property Rights solely to the extent necessary to deliver the Services.
15.1.3 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, perpetual, worldwide license to use Usage Data and Feedback solely for the purpose of improving the Services. Orq.ai may share Usage Data and Feedback with third parties to the extent it has been aggregated and anonymized.
LIABILITY AND INDEMNIFICATION
16.1 Limitations of Liability
16.1.1 The limitations of liability set out in this Clause 16.1.1 shall apply to damages arising out of or in connection with these Service Terms under any legal theory, including such damages as have as their basis a claim of tort, unearned payment, unjust enrichment, adjustment of these Service Terms due to a mistake or otherwise.
16.1.2 Orq.ai’s aggregate liability under these Service Terms shall be limited to the greater of the Fees of the preceding six months or EUR500.
16.1.3 Orq.ai shall be liable only for direct damages and shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss, corruption or unavailability of data, loss of revenues, or loss of opportunities arising in connection with these Service Terms.
16.1.4 The limitations of liability in this Clause 16 shall not to liability for death or personal injury, or any liability which cannot be excluded or limited under Dutch law, including liability arising from intent (opzet) or gross negligence (bewuste roekeloosheid).
16.2 Customer Indemnification in connection with use
16.2.1 The Customer will indemnify Orq.ai against any Losses arising out of a claim or action of any third party, including any regulator, resulting from:
(i) the Customer's use of the Services or Platform;
(ii) Customer’s processing of Customer Data; or
(iii) a dispute between the Customer and any of its customers, Affiliates, or its Affiliates' customers.
FORCE MAJEURE
17.1.1 Neither Party shall be liable for any breach to the extent it is the consequence of Force Majeure, except in case of indemnities. Force Majeure is understood to mean any circumstance independent of the will of the Party, which was not and could not reasonably have been foreseen, as a result of which performance of these Service Terms can no longer reasonably be required.
17.1.2 A Party shall be entitled to suspend the performance of its obligations under these Service Terms where such performance is prevented by a circumstance which is beyond such Party’s control and which such Party could neither have foreseen nor reasonably should have foreseen, or which if foreseeable could not reasonably have been mitigated, in conjunction with the conclusion of these Service Terms ("Force Majeure"). Force Majeure may include, inter alia, war or a state of affairs similar to war, mobilization or military conscription of a corresponding extent, revolt and rebellion, terrorism, sabotage, fire, floods, natural catastrophes, epidemics, pandemics, disruptions to public communications, disruptions to the public power networks, strikes, lock-outs or other general local labor market conflicts, requisition, seizure, decisions by public authorities, trade, payment or currency restrictions, or circumstances equivalent thereto. The same applies where the Force Majeure event exists for a Party's counterparties.
17.1.3 In the event a Party is prevented from performing its obligations under these Service Terms due to a Force Majeure event during a continuous period exceeding one (1) month, either Party shall be entitled to terminate these Service Terms with immediate effect.
17.1.4 A Party shall not be liable for Losses which arise for the other Party as a consequence of the postponement of the performance of these Service Terms, or that these Service Terms is terminated due to a Force Majeure event. A Force Majeure event shall not relieve a Party of its payment obligations in respect of any Service not performed as a result of the Force Majeure event, except to the extent it can be demonstrated that the affected Party has also avoided costs involved in performing the Services due to the Force Majeure Event.
17.1.5 If a Party wishes to invoke a Force Majeure event in accordance with this Clause 17, it shall give notice thereof to the other Party when there is a risk for failure or delay to perform an obligation under these Service Terms. In the absence of such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
MISCELLANEOUS
18.1 Electronic signature
You agree to transact electronically. Electronic signatures and records related to the Services have the same legal effect as handwritten signatures and paper records.
18.2 Assignment
Either Party may assign these Service Terms to an Affiliate or successor (including by merger, asset sale, or Change of Control) upon written notice; Customer may not unreasonably withhold novation support.
18.3 Notices
Any notice or other document to be served under these Service Terms may be delivered or sent by post or e-mail to the Party’s representative.
18.4 Entire agreement
These Service Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and replace all other agreements between the Parties whether oral or in writing in respect of its subject matter.
18.5 Waiver
No failure or delay by a Party in exercising its rights or remedies shall operate as a waiver unless it is made in writing. No single or partial exercise of any right or remedy of a Party shall preclude any other or further exercise of that or any other right or remedy.
18.6 Severability
In the event that one or more provisions of these Service Terms turn out to be invalid, the remaining provisions will remain effective. The Parties will discuss the invalid provisions in order to agree upon an alternative arrangement that is valid and which, as closely as possible, corresponds with the contents of the provisions to be replaced.
18.7 Third Party Rights
Except to the extent expressly set out herein, these Service Terms are not intended to create any rights on behalf of any third party, and no person who is not a party to these Service Terms may enforce any of its terms.
18.8 Compliance
No provision of these Service Terms shall be understood as requiring that Party breach any Applicable Law.
18.9 Applicable law
The validity, construction and enforcement of any rights or obligations arising out of- or in connection with these Service Terms shall be exclusively determined in accordance with the laws of the Netherlands, without reference to its conflicts of laws principles and excluding the Convention on the International Sale of Goods (CISG).
DISPUTES
19.1.1 All disputes arising from or related to these Service Terms will be submitted exclusively to the competent courts of Amsterdam, without prejudice to a Party’s right to appeal or cassation.
19.1.2 Notwithstanding anything to the contrary in these Service Terms either Party shall have the right to seek interim relief (such as an injunction) against the other Party through the competent courts to protect its rights and interests, or to enforce the obligations of the other Party.
DEFINITIONS AND INTERPRETATIONS
1.1 Interpretation
1.1.1 Unless otherwise expressly provided in these Service Terms, the following applies to the interpretation of these Service Terms:
(i) any reference to a "person" includes any person, whether or not having a separate legal personality and wherever incorporated or registered;
(ii) the headings and numbering have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of these Service Terms;
(iii) the words "for example", "include", "includes", or "including", and words of similar import are used to indicate that the list to which they relate is not exhaustive;
(iv) the words "as of" will be deemed to include the day or moment in time specified thereafter;
(v) the term third party means any person or entity other than the Parties or one of their Affiliates;
(vi) any provision of these Service Terms may not be interpreted to the detriment of a Party due to the fact that that Party was responsible for the drafting of the provision;
(vii) any reference to a liability or obligation of a Party or any of such Party's Affiliates will be deemed to incorporate references to obligations on the part of such Party to procure that the relevant liability is discharged or obligation is performed by such Party or its relevant Affiliate(s), on the terms of and subject to the conditions set out in these Service Terms;
(viii) any reference to "in writing" or "the writing" includes "by electronic transmission", respectively, "electronic recording";
(ix) references to books, records, or other information include books, records or other information stored in any form, including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers; and
(x) in respect to any jurisdiction other than the Netherlands, a reference to any Netherlands legal term will be construed as a reference to the term or concept that most closely corresponds to it in that jurisdiction.
1.1.2 Wherever in these Service Terms reference is made to indemnifying, indemnification, or similar, the following indemnification shall apply between the Party granting the indemnification (the Indemnifying Party) and the Party receiving the benefit thereof (the Indemnified Party).
1.1.3 The Indemnifying Party shall fully hold harmless and make whole the Indemnified Party from all Losses incurred by the Indemnified Party arising out of one or more specified events or categories of events, provided that:
(i) the Indemnified Party shall notify the Indemnifying Party promptly after becoming aware of an event giving rise to an obligation to indemnify;
(ii) the Indemnified Party shall grant full control of the claim to the Indemnifying Party and shall provide such reasonable cooperation and assistance as reasonably required by the Indemnifying Party;
(iii) the Indemnified Party shall not make any definite statement or promise, or pursue any settlement, in respect of any event giving rise to indemnification without the express prior written consent of the Indemnifying Party.
1.1.4 The Indemnifying Party will not agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the Indemnified Party, not to be unreasonably withheld.
1.1.5 An indemnity is considered a strict liability and no Party shall be able to exclude liability on the basis of non-attributability of the damages under Section 6:75 of the Dutch Civil Code.
1.2 Definitions
1.2.1 Unless the context requires otherwise in these Service Terms, capitalized terms and expressions shall have the meaning as set out below:
Acceptable Use Policy | means a policy setting limits on use of Services with the purpose of ensuring the integrity and stability of the Services, including for customers other than Customer, and compliance with Applicable Laws. |
Affiliate | means with respect to a person: (a) each and every subsidiary of such person, under that person's Control; (b) any person of which such a person is a subsidiary and every other person that is a subsidiary of such person, provided in each case they are Controlled by the parent person; excluding in each case any investment fund. |
Applicable Law | means all applicable laws, statutes, regulations, rules, ordinances, codes, decrees, judgments, orders, or other requirements of any governmental authority having jurisdiction over the relevant Party or subject matter. |
Change | means any modification, addition, deletion, or other alteration to the Services or the Platform. |
Confidential Information | has the meaning given to it in Clause 14.1.1. |
Control | means in relation to a person, the ability of one or more persons, whether acting alone or in concert, to ensure, under the Law applicable to such person, that the activities and business of that person are conducted in accordance with the wishes of such person(s), and one or more persons shall be deemed to have Control of a person if it/they possesses/possess or is/are entitled to acquire the majority of the voting rights in that person, and Controlling and Controlled, and Change of Control shall be construed accordingly, excluding in each case any investment fund. |
Customer | has the meaning given to it in Clause 2.1.1. |
Customer Data | means all data, information, and content provided by Customer to Orq.ai through the Services, or generated by Customer in the course of using the Services, including all Personal Data provided by Customer to Orq.ai. |
Customer Group | means Customer's Group |
Customer Obligations | means the obligations of Customer set out in Clause 3.3 and elsewhere in these Service Terms. |
Data Breach | means any actual or suspected unauthorized access to, disclosure of, or loss of Personal Data or Customer Data. |
Default | means an attributable breach (toerekenbare tekortkoming in de nakoming) of these Service Terms for which the breaching Party is in default (verzuim). |
Documentation | means all documentation relating to the Services and Platform provided by Orq.ai to Customer, including through https://docs.orq.ai/docs/introduction. |
Exit Services | has the meaning given to it in Clause 13.1.4. |
Feedback | means any commentary in whatever form provided by Customer in respect of the functionality or performance of the Services, whether voluntary or upon request. |
Fees | means all fees, charges, and other amounts payable by Customer under these Service Terms. |
Force Majeure | has the meaning given to it in Clause 17.1.1. |
Group | means in respect of a Party, a Party and its Affiliates. |
High Risk Activities | means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control. |
Indemnified Party | means a Party entitled to indemnification under these Service Terms. |
Indemnifying Party | means a Party obligated to provide indemnification under these Service Terms. |
Intellectual Property Rights | means any unpatented inventions, patent applications utility models, design rights, copyrights (including, without limitation, such rights to computer software), plant breeder rights, plant variety rights, database rights, mask work rights, rights in topographies of semiconductor products, trade secret rights, any rights to trademarks, trade and business names, domain names, service mark applications and know-how and for each such right (i) rights derived therefrom, such as e.g. exploitation rights, (ii) the rights or forms of protection of a similar nature or having equivalent or similar effect to any of these rights and all other intellectual property rights in any part of the world, whether or not any of these rights are registered (iii) applications for registration of, and rights to apply for, any such rights, in each case for their entire existing and future protected scope of use, for their entire duration of protection, and for their entire geographic scope. |
Losses | means all losses, damages, costs, expenses, liabilities, claims, demands, proceedings, and judgments of any nature. |
Orq.ai | has the meaning given to it in Clause 2.1.1. |
Permitted User | has the meaning given to it in Clause 14.1.2. |
Personal Data | means any information relating to an identified or identifiable natural person as defined under applicable data protection laws. |
Platform | means Orq.ai’s proprietary Orq.ai Generative AI Collaboration Platform as further described in the relevant Documentation. |
Security Incident | means any event that compromises or threatens to compromise the security, confidentiality, integrity, or availability of the Platform, Services, or any data of a Party or a third party. |
Service Terms | means these Service Terms. |
Services | means any and all services provided by Orq.ai under these Service Terms from time to time. |
Subscription Period | has the meaning given to it in Clause 12.1.1 |
Switching Notice | has the meaning given to it in Clause 13.1.2 |
Third Party LLMs | means large language model services provided by third parties. |
Usage Data | means metrics and statistics relating to Customer’s and Customer’s personnel’s use of the Services. |
Viruses | means any malicious software, including viruses, worms, trojans, or other harmful code. |
Works | means any works that are created, conceived, authored, designed, developed, discovered, or reduced to practice, including without limitation: (i) names, logos, and other signs; (ii) business ideas, concepts, or methods; (iii) literary, artistic, or scientific works (such as text, drawings, diagrams, specifications, training works and documentation); (iv) software designs, schematics, and code in whatever form, including pseudocode, source code, object code or machine code, together with associated test data, build scripts and documentation; (v) algorithms, models, databases, and datasets (vi) inventions, discoveries, processes, concepts, methods, ideas, designs, prototypes, technical drawings, schematics, technical data, and know-how; (vii) all drafts, notes, preparatory works, updates, adaptations, enhancements, translations, and derivative works of any of the foregoing; and (viii) model weights, prompt libraries, dev ops scripts, repositories and other digital artefacts relating to or enabling the foregoing. |
SERVICE TERMS
2.1.1 These Service Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer") and Orq.ai ("Orq.ai"), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").
2.1.2 If contracting on behalf of an entity, you represent and warrant that you have authority to bind that entity. If you lack such authority, you agree that you are personally liable for obligations arising from your entering an agreement relating to Services.
2.1.3 If a master agreement is already executed between Orq.ai and Customer, or any entity to whom Customer is in any way related (a member of Customer’s Group, Customer’s employer or principal, etc.), Orq.ai may, by written notice (email sufficient), consolidate and absorb any Services contracted for hereunder into the master agreement. From the effective date specified in the notice, the master agreement will govern the said Services.
2.1.4 No general terms and conditions of the Customer, nor of third parties apply to the Services, irrespective of any reference to those terms and conditions in any communication before or after the date of these Service Terms.
2.1.5 We may update these Service Terms by posting an updated version with a revised "Last updated" date. Changes apply prospectively; continued use after the effective date constitutes acceptance.
THE SERVICES
3.1 Provision of Services
3.1.1 Orq.ai provides the Services "as available" with reasonable skill and care but does not guarantee any particular result, output accuracy, uptime or availability. Customer is responsible for verifying that output meets its requirements.
3.1.2 The Services are intended for users 18 years and older. Persons under 18 may not use or register for the Services.
3.1.3 The Services offered under these Service Terms are not designed to comply with sectoral laws such as HIPAA, FISMA or GLBA; do not use the Services where those laws apply. If such compliance is required, please contact Orq.ai to discuss an appropriate Services structure.
3.2 Personnel and Third Party Services
3.2.1 Orq.ai has the right to engage third parties where necessary for the proper execution of these Service Terms, without prejudice to its responsibilities hereunder.
3.2.2 The Platform enables the Customer to access the third-party services, including access to Third Party LLMs. Orq.ai provides no warranties or representations, and disclaims all warranties whether express or implied, with respect to these third-party services, including without limitation the availability, performance or accuracy of these services. Customer remains responsible for complying with any third-party terms and usage policies.
3.3 Customer Obligations
3.3.1 The Customer shall provide all cooperation reasonably necessary (the Customer Obligations) for Orq.ai to provide the Services to Customer.
3.3.2 Orq.ai is not liable for any failure to perform its obligations to the extent that this failure is attributable to Customer’s failure to perform its Customer Obligations in a timely fashion.
FEES AND PAYMENT
4.1.1 Fees are those presented at checkout and any metered/consumption charges disclosed on the Platform. Customer shall bear any applicable value added or sales taxes to the extent not explicitly already incorporated in the Fees.
4.1.2 Customer authorizes recurring charges to the payment method on file until cancellation. Fees are non‑refundable except where a refund is required by Applicable Law. Orq.ai may correct pricing errors even after we’ve requested or received payment.
4.1.3 Customer agrees to digital billing and invoicing.
4.1.4 Orq.ai may update prices for month‑to‑month and metered usage at any time by posting updated pricing on the Platform, effective for the next billing cycle (price changes for any pre‑paid fixed term take effect on renewal).
4.1.5 Any late payment shall constitute an immediate breach and Default of the Customer in respect of its payment obligations. Late amounts accrue interest at the lower of 1.5% per month or the maximum statutory commercial rate permitted by law, plus reasonable recovery costs. Orq.ai will, without prejudice to the foregoing, send a first payment reminder, and if the Customer does not respond to this reminder, Orq.ai is entitled to hand over the collection and to increase the amount due with administration and collection costs.
SECURITY AND CONTINUITY
5.1 Security measures
5.1.1 Orq.ai applies reasonable and appropriate technical and organizational measures, as further described in the Documentation.
5.1.2 The Customer acknowledges that it retains primary responsibility for data security related to its own IT infrastructure, networks, systems, and data stored within Customer-controlled environments and that Orq.ai cannot be held liable for any Security Incident to the extent originating in, caused by, enabled by, mediated through or otherwise connected with the customer infrastructure.
5.2 Data Breach
5.2.1 To the extent either Party becomes aware of a Data Breach, that Party shall inform the other Party thereof without undue delay. In the event of a Data Breach relating to Customer Data that, absent a vulnerability in the Platform, would not have occurred, Orq.ai shall, in close consultation with Customer, take all steps and do all things necessary to end the Data Breach. In the event of a Data Breach originating in, caused by, enabled by, mediated through or otherwise connected with customer infrastructure, Customer shall in close consultation with Orq.ai, take all steps and do all things necessary to (1) end the Data Breach and (2) prevent a future Data Breach of the same nature from occurring.
5.2.2 The Parties will cooperate in good faith on required notifications and evidence preservation relating to any Data Breach.
5.3 Business Continuity Plan
5.3.1 Customer is solely responsible for implementing, testing and maintaining a business continuity plan that meets the requirements of Customer’s business, and which takes into account the nature of the Services and their functions within the Customer’s business.
CHANGES
6.1.1 Orq.ai may modify, suspend or discontinue any part of the Services at any time without liability. Orq.ai may post maintenance windows or updates on our status or website pages.
ACCEPTABLE USE
7.1.1 The Customer shall abide by any Acceptable Use Policy as communicated to the Customer from time to time. In any case, Customer shall and shall ensure that each end-user shall:
(i) not create accounts, make purchases or otherwise access the Platform through automated means unless specifically described in the Documentation;
(ii) not attempt to circumvent usage limits, rate limits or payment obligations
(iii) not store, distribute or transmit any Viruses or any inappropriate content on or through the Platform;
(iv) not use the Platform with any High Risk Activities or in violation of Applicable Laws;
(v) not access or collect accounts, information, data, personal data, or portions of the Services without explicit authorization or otherwise attempt to gain unauthorized access to any part of the Platform;
(vi) not use the Services to develop, train or improve models that compete with the Services (except to the extent such restriction is not permitted by Applicable Law);
(vii) not conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;
(viii) ensure that the Customer’s (and any end user’s) access and use of the Services do not infringe the Intellectual Property Rights of any third party;
(ix) not access or use (nor allow the access or use of) the Services in any way to avoid incurring Fees or exceeding usage limits under these Service Terms;
(x) not harass, annoy, intimidate, or threaten any employees or agents engaged in providing any portion of the Platform;
(xi) unless explicitly agreed, not (i) copy, modify, duplicate, create derivative Works of, or distribute all or part of the Services; (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or part of the Services (except to the extent Applicable Law does not allow such restrictions);
7.1.2 The Customer's use of the Platform is subject to fair use limitations designed to ensure optimal performance for all users. Orq.ai reserves the right to implement reasonable usage limitations including API call rate limits, data processing volume restrictions, concurrent user session limits, and storage capacity limitations. Customer shall not circumvent or otherwise make ineffective any such limitations.
7.1.3 The Customer is fully responsible for the actions of its personnel and will control and monitor access to the Platform by its personnel and promptly notify Orq.ai of any suspected violations of Clause 7 (Acceptable Use) or Security Incidents, and implement appropriate internal policies and procedures to prevent violations.
SUSPENSION
8.1.1 Orq.ai may suspend the Customer's right to access or use any portion or all of the Services immediately upon notice to the Customer if Orq.ai reasonably determines that:
(i) the Customer’s use of the Services is in breach of Clause 7 (Acceptable Use);
(ii) the Customer's use of the Services poses a security risk to the Platform or any third party;
(iii) could have an adverse effect on Orq.ai, or for any other customer or third party;
(iv) the Customer is in material breach of these Service Terms;
(v) the Customer is in breach of its payment obligations;
(vi) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
8.1.2 If Orq.ai suspends the Customer's right to access or use any portion or all of the Services, the Customer remains responsible for all Fees incurred during the period of suspension.
WARRANTIES AND REPRESENTATIONS
9.1 Disclaimer
THE SERVICES AND PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CUSTOMER AGREES THAT ITS USE OF THE SERVICES AND PLATFORM WILL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORQ.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, PLATFORM AND CUSTOMER'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE TRADE. ORQ.AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES OR PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF ORQ.AI'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR CUSTOMER DATA STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR PLATFORM, (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. ORQ.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR PLATFORM, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS. CUSTOMER SHOULD USE ITS BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORQ.AI OR ELSEWHERE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE SERVICE TERMS. TO THE EXTENT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEIR DURATION IS LIMITED TO THIRTY (30) DAYS FROM DELIVERY.
COMPLIANCE WITH LAWS
10.1.1 Each Party shall comply with Applicable Laws applicable to it in its capacity as a service provider performing the Services or as a recipient of the Services as the case may be.
10.1.2 Customer represents it is not a sanctioned person and will not use the Services in violation of EU, UK or US export control, sanctions, or anti-boycott laws
DATA PROTECTION AND HIPAA
11.1.1 Orq.ai’s Privacy Policy governs how it handles personal data as a controller. Orq.ai is not a Business Associate and the Services are not intended for PHI; do not use the Services for HIPAA-regulated data.
11.1.2 To the extent Customer uses the Services to process Personal Data, Orq.ai shall be considered a data processor. Where Orq.ai acts as Processor, the Parties incorporate by reference the Data Processing Agreement available at [URL][ES1] . In the event of conflict between these Service Terms and the Data Processing Agreement, the latter shall prevail in respect of its subject matter.
TERM AND TERMINATION
12.1 Termination for Convenience
12.1.1 Customer may cancel its subscription via its account; cancellation is effective at the end of the current subscription term (the Subscription Period), without prejudice to Clause 12.3 (Effects of termination) and Clause 13.1.3, and no refunds are provided for partial periods.
12.1.2 Orq.ai may terminate the Services for convenience at any time, without any liability to Customer, but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management). The foregoing notwithstanding, if Orq.ai terminates the Services during a current Subscription Period Orq.ai shall, as its sole liability to the Customer, refund to Customer the Fees prepaid by Customer for Services not yet consumed.
12.2 Termination for cause
12.2.1 Orq.ai may terminate these Service Terms in whole or in part for cause, and without any liability to Customer but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management), if:
(i) Customer is in material breach of these Service Terms and the material breach remains uncured for a period of thirty (30) days from receipt of notice by Customer; or
(ii) Customer is in material breach of these Service Terms and the consequences of the breach can by their nature not be undone by curing the breach; or
(iii) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
12.2.2 Without prejudice to the generality of Clause 12.2.1, Orq.ai may also terminate these Service Terms in whole or in part immediately upon notice to Customer if:
(i) Orq.ai has the right to suspend the Services;
(ii) Orq.ai's suspension of Services, for whatever reason, lasts in excess of one month due to actions or omissions attributable to Customer;
(iii) Customer has left undisputed Fees (including Fees disputed in bad faith) unpaid for a duration in excess of one month after the due date of the invoice.
12.3 Effects of termination
12.3.1 Upon termination, expiration, or any other end to these Service Terms in whole or in part for whatever reason:
(i) the Customer's rights in respect of the affected Services under these Service Terms shall immediately terminate;
(ii) Rights and liabilities that have accrued up to the date of termination shall remain unaffected;
(iii) the provisions of this Clause, Clauses 4 (Fees and Payment), 9.1 (Disclaimer), 13 (Exit Management), 14 (Confidentiality), 15 (Intellectual Property Rights), 16 (Liability and Indemnification), 18 (Miscellaneous), and 19 (Disputes), and other provisions which by their nature or expressed intent are intended to survive termination, shall remain in full force and effect;
(iv) Orq.ai will, to the extent it stores any Customer Data, not take action to remove any Customer Data from its systems for thirty (30) days following the termination date to allow the Customer to retrieve such data, except to the extent Exit Services have been agreed, in which case Orq.ai shall have no obligation to retain any data after the completion of the Exit Services.
EXIT MANAGEMENT
13.1 Switching & Data Portability
13.1.1 Provider shall not impose pre-commercial, commercial, technical, contractual or organizational obstacles that prevent or hinder (i) termination after the maximum notice and successful completion of switching, (ii) concluding a new contract with another provider of the same service type or moving on-prem, (iii) the porting of Customer’s exportable data and Customer-controlled digital assets, or (iv) achieving functional equivalence for shared features, in each case as required by the EU Data Act.
13.1.2 Customer may switch to another service Orq.ai or an internally hosted service, or require the removal of all its data, by giving Orq.ai at least two (2) months’ prior written notice (a "Switching Notice"). These Service Terms will terminate on the day the transitional period ends as set out below in clause 13.1.6, even if that date falls before the end of a fixed Subscription Period, in which case all agreed but not yet due Fees for the remainder of the fixed term become immediately due and payable as termination compensation.
13.1.3 If these Service Terms end (for any reason) before Customer has given a Switching Notice, Customer may submit a Switching Notice within one (1) month after the end of these Service Terms, in which case the transitional period will commence immediately upon Orq.ai's receipt of the Switching Notice, and these Service Terms shall be considered to have re-entered into force for the duration of transitional period only, and only for such Services as had not yet been discontinued and the Services set out in Clause 13.1.4 and 13.1.5. If no Switching Notice is submitted within the (1) month timeframe, all Orq.ai's obligations under this Clause 13 will lapse. Orq.ai may in that case, at its sole discretion and upon Customer’s request, choose to still perform the obligations set out in this Clause 13.
13.1.4 Within a reasonable time after receiving a Switching Notice, Orq.ai shall provide reasonable cooperation and assistance to the Customer to facilitate an orderly transition of the Services to the Customer or a new service Orq.ai ("Exit Services"), including in any case, to the extent the Customer Data is stored within a database that is part of the Platform, other than temporarily for the purpose of transit or computation: providing a final extract of all Customer Data in a standard, portable format.
13.1.5 Orq.ai will provide such other Exit Services as are reasonably necessary and within its power to enable Customer to switch; however, this does not require Orq.ai:
(i) to create or maintain new technologies or services, nor to transform or convert any data provided in an open data format into other formats.
(ii) to disclose or transfer any digital assets protected by Intellectual Property Rights or that constitute a trade secret, nor to compromise the integrity or security of Customer’s or Orq.ai's services or systems.
13.1.6 The transitional period will not extend beyond thirty (30) calendar days from the end of the applicable notice period (or, if termination takes immediate effect, from the termination date), unless (a) within fourteen (14) days of the Switching Notice, Orq.ai reasonably notifies Customer that a longer period is strictly necessary for technical reasons—in which case the transitional period shall be limited to the shortest technically feasible period and in no event exceed seven (7) months; or (b) Customer requests a one‑time extension to the extent strictly necessary to ensure continuity of service during switching.
13.1.7 During the transitional period, Orq.ai will (i) provide reasonable assistance to Customer and its nominated third parties; (ii) maintain Service continuity and continue contracted functions; (iii) inform Customer of known continuity risks; and (iv) maintain a high level of security during transfer and throughout the retrieval period.
13.1.8 Customer may retrieve its data for up to thirty (30) days after the end of the transitional period. If no transitional period runs, the 30‑day retrieval window starts on the termination date. Orq.ai will erase Customer’s materials from active systems the day immediately after the retrieval period ends. Residual encrypted backups are automatically overwritten within one (1) month.
13.1.9 Orq.ai and Customer shall agree the reasonable Fees for the Exit Services. Orq.ai acting reasonably may require up to 50% of the Fees for Exit Services be paid in advance, the remainder shall be invoiced monthly in arrears. Clause 13.1.9 notwithstanding, to the extent these Service Terms have been terminated for cause for a reason attributable to Customer, Orq.ai may at its discretion require complete payment for the Exit Services be made in advance, including the payment in advance of a provisional budget for excess work, to be refunded if not utilized.
13.1.10 Switching costs will decrease and be withdrawn in line with Article 29 of Regulation (EU) 2023/2854; no switching costs shall apply from 12 January 2027.
13.1.11 Orq.ai maintains an online register describing exportable data categories, structures, formats and relevant standards/open interoperability specifications; Customer can access this register at any time.
CONFIDENTIALITY
14.1.1 Each Party shall treat as confidential all non-public information received from the other Party in connection with these Service Terms. Confidential Information includes Customer Data and Orq.ai's proprietary technology and business information.
14.1.2 Each Party may use Confidential Information solely for purposes of these Service Terms and may disclose it only to employees and contractors who need to know such information and are bound by confidentiality obligations (a Permitted User).
14.1.3 Confidentiality obligations do not apply to information that:
(i) is or becomes publicly available through no breach of these Service Terms;
(ii) is received from a third party without confidentiality restrictions;
(iii) is independently developed without use of Confidential Information; or
(iv) was known prior to disclosure without confidentiality obligations.
14.1.4 Each Permitted User may disclose Confidential Information where that Permitted User (or, where the Permitted User is an individual, his or her employer or any Affiliate of his or her employer) is compelled to do so through a binding order given by any party authorized to do so under Applicable Law. In these circumstances the recipient must give the disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
14.1.5 Upon termination, expiry, or any other end to these Service Terms, each Party shall cease all use of the Confidential Information of the other Party and return to the other Party, or at its option, destroy the Confidential Information stored in any form. The foregoing notwithstanding, each Party may continue to use in accordance with this Clause 14 such Confidential Information as must necessarily be used to obtain the benefit of any license granted hereunder that survives termination of these Service Terms.
14.1.6 This Clause 14 shall remain in full force and effect notwithstanding any termination of these Service Terms.
INTELLECTUAL PROPERTY RIGHTS
15.1.1 Orq.ai grants to the Customer, and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license under Orq.ai's Intellectual Property Rights in respect of any Works comprising the Services and Platform to use those Works in the manner strictly necessary to receive and use the Services for its internal business purposes. Except as otherwise agreed in writing, Customer shall not and shall not permit any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Services or Platform; or (ii) host the Services or Platform for the benefit of third parties.
15.1.2 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license for the duration of these Service Terms to use any Feedback, Works or Customer Data covered by the Customer Group’s Intellectual Property Rights solely to the extent necessary to deliver the Services.
15.1.3 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, perpetual, worldwide license to use Usage Data and Feedback solely for the purpose of improving the Services. Orq.ai may share Usage Data and Feedback with third parties to the extent it has been aggregated and anonymized.
LIABILITY AND INDEMNIFICATION
16.1 Limitations of Liability
16.1.1 The limitations of liability set out in this Clause 16.1.1 shall apply to damages arising out of or in connection with these Service Terms under any legal theory, including such damages as have as their basis a claim of tort, unearned payment, unjust enrichment, adjustment of these Service Terms due to a mistake or otherwise.
16.1.2 Orq.ai’s aggregate liability under these Service Terms shall be limited to the greater of the Fees of the preceding six months or EUR500.
16.1.3 Orq.ai shall be liable only for direct damages and shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss, corruption or unavailability of data, loss of revenues, or loss of opportunities arising in connection with these Service Terms.
16.1.4 The limitations of liability in this Clause 16 shall not to liability for death or personal injury, or any liability which cannot be excluded or limited under Dutch law, including liability arising from intent (opzet) or gross negligence (bewuste roekeloosheid).
16.2 Customer Indemnification in connection with use
16.2.1 The Customer will indemnify Orq.ai against any Losses arising out of a claim or action of any third party, including any regulator, resulting from:
(i) the Customer's use of the Services or Platform;
(ii) Customer’s processing of Customer Data; or
(iii) a dispute between the Customer and any of its customers, Affiliates, or its Affiliates' customers.
FORCE MAJEURE
17.1.1 Neither Party shall be liable for any breach to the extent it is the consequence of Force Majeure, except in case of indemnities. Force Majeure is understood to mean any circumstance independent of the will of the Party, which was not and could not reasonably have been foreseen, as a result of which performance of these Service Terms can no longer reasonably be required.
17.1.2 A Party shall be entitled to suspend the performance of its obligations under these Service Terms where such performance is prevented by a circumstance which is beyond such Party’s control and which such Party could neither have foreseen nor reasonably should have foreseen, or which if foreseeable could not reasonably have been mitigated, in conjunction with the conclusion of these Service Terms ("Force Majeure"). Force Majeure may include, inter alia, war or a state of affairs similar to war, mobilization or military conscription of a corresponding extent, revolt and rebellion, terrorism, sabotage, fire, floods, natural catastrophes, epidemics, pandemics, disruptions to public communications, disruptions to the public power networks, strikes, lock-outs or other general local labor market conflicts, requisition, seizure, decisions by public authorities, trade, payment or currency restrictions, or circumstances equivalent thereto. The same applies where the Force Majeure event exists for a Party's counterparties.
17.1.3 In the event a Party is prevented from performing its obligations under these Service Terms due to a Force Majeure event during a continuous period exceeding one (1) month, either Party shall be entitled to terminate these Service Terms with immediate effect.
17.1.4 A Party shall not be liable for Losses which arise for the other Party as a consequence of the postponement of the performance of these Service Terms, or that these Service Terms is terminated due to a Force Majeure event. A Force Majeure event shall not relieve a Party of its payment obligations in respect of any Service not performed as a result of the Force Majeure event, except to the extent it can be demonstrated that the affected Party has also avoided costs involved in performing the Services due to the Force Majeure Event.
17.1.5 If a Party wishes to invoke a Force Majeure event in accordance with this Clause 17, it shall give notice thereof to the other Party when there is a risk for failure or delay to perform an obligation under these Service Terms. In the absence of such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
MISCELLANEOUS
18.1 Electronic signature
You agree to transact electronically. Electronic signatures and records related to the Services have the same legal effect as handwritten signatures and paper records.
18.2 Assignment
Either Party may assign these Service Terms to an Affiliate or successor (including by merger, asset sale, or Change of Control) upon written notice; Customer may not unreasonably withhold novation support.
18.3 Notices
Any notice or other document to be served under these Service Terms may be delivered or sent by post or e-mail to the Party’s representative.
18.4 Entire agreement
These Service Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and replace all other agreements between the Parties whether oral or in writing in respect of its subject matter.
18.5 Waiver
No failure or delay by a Party in exercising its rights or remedies shall operate as a waiver unless it is made in writing. No single or partial exercise of any right or remedy of a Party shall preclude any other or further exercise of that or any other right or remedy.
18.6 Severability
In the event that one or more provisions of these Service Terms turn out to be invalid, the remaining provisions will remain effective. The Parties will discuss the invalid provisions in order to agree upon an alternative arrangement that is valid and which, as closely as possible, corresponds with the contents of the provisions to be replaced.
18.7 Third Party Rights
Except to the extent expressly set out herein, these Service Terms are not intended to create any rights on behalf of any third party, and no person who is not a party to these Service Terms may enforce any of its terms.
18.8 Compliance
No provision of these Service Terms shall be understood as requiring that Party breach any Applicable Law.
18.9 Applicable law
The validity, construction and enforcement of any rights or obligations arising out of- or in connection with these Service Terms shall be exclusively determined in accordance with the laws of the Netherlands, without reference to its conflicts of laws principles and excluding the Convention on the International Sale of Goods (CISG).
DISPUTES
19.1.1 All disputes arising from or related to these Service Terms will be submitted exclusively to the competent courts of Amsterdam, without prejudice to a Party’s right to appeal or cassation.
19.1.2 Notwithstanding anything to the contrary in these Service Terms either Party shall have the right to seek interim relief (such as an injunction) against the other Party through the competent courts to protect its rights and interests, or to enforce the obligations of the other Party.
DEFINITIONS AND INTERPRETATIONS
1.1 Interpretation
1.1.1 Unless otherwise expressly provided in these Service Terms, the following applies to the interpretation of these Service Terms:
(i) any reference to a "person" includes any person, whether or not having a separate legal personality and wherever incorporated or registered;
(ii) the headings and numbering have been inserted for convenience of reference only and do not affect the interpretation of any of the provisions of these Service Terms;
(iii) the words "for example", "include", "includes", or "including", and words of similar import are used to indicate that the list to which they relate is not exhaustive;
(iv) the words "as of" will be deemed to include the day or moment in time specified thereafter;
(v) the term third party means any person or entity other than the Parties or one of their Affiliates;
(vi) any provision of these Service Terms may not be interpreted to the detriment of a Party due to the fact that that Party was responsible for the drafting of the provision;
(vii) any reference to a liability or obligation of a Party or any of such Party's Affiliates will be deemed to incorporate references to obligations on the part of such Party to procure that the relevant liability is discharged or obligation is performed by such Party or its relevant Affiliate(s), on the terms of and subject to the conditions set out in these Service Terms;
(viii) any reference to "in writing" or "the writing" includes "by electronic transmission", respectively, "electronic recording";
(ix) references to books, records, or other information include books, records or other information stored in any form, including paper, magnetic media, films, microfilms, electronic storage devices and any other data carriers; and
(x) in respect to any jurisdiction other than the Netherlands, a reference to any Netherlands legal term will be construed as a reference to the term or concept that most closely corresponds to it in that jurisdiction.
1.1.2 Wherever in these Service Terms reference is made to indemnifying, indemnification, or similar, the following indemnification shall apply between the Party granting the indemnification (the Indemnifying Party) and the Party receiving the benefit thereof (the Indemnified Party).
1.1.3 The Indemnifying Party shall fully hold harmless and make whole the Indemnified Party from all Losses incurred by the Indemnified Party arising out of one or more specified events or categories of events, provided that:
(i) the Indemnified Party shall notify the Indemnifying Party promptly after becoming aware of an event giving rise to an obligation to indemnify;
(ii) the Indemnified Party shall grant full control of the claim to the Indemnifying Party and shall provide such reasonable cooperation and assistance as reasonably required by the Indemnifying Party;
(iii) the Indemnified Party shall not make any definite statement or promise, or pursue any settlement, in respect of any event giving rise to indemnification without the express prior written consent of the Indemnifying Party.
1.1.4 The Indemnifying Party will not agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the Indemnified Party, not to be unreasonably withheld.
1.1.5 An indemnity is considered a strict liability and no Party shall be able to exclude liability on the basis of non-attributability of the damages under Section 6:75 of the Dutch Civil Code.
1.2 Definitions
1.2.1 Unless the context requires otherwise in these Service Terms, capitalized terms and expressions shall have the meaning as set out below:
Acceptable Use Policy | means a policy setting limits on use of Services with the purpose of ensuring the integrity and stability of the Services, including for customers other than Customer, and compliance with Applicable Laws. |
Affiliate | means with respect to a person: (a) each and every subsidiary of such person, under that person's Control; (b) any person of which such a person is a subsidiary and every other person that is a subsidiary of such person, provided in each case they are Controlled by the parent person; excluding in each case any investment fund. |
Applicable Law | means all applicable laws, statutes, regulations, rules, ordinances, codes, decrees, judgments, orders, or other requirements of any governmental authority having jurisdiction over the relevant Party or subject matter. |
Change | means any modification, addition, deletion, or other alteration to the Services or the Platform. |
Confidential Information | has the meaning given to it in Clause 14.1.1. |
Control | means in relation to a person, the ability of one or more persons, whether acting alone or in concert, to ensure, under the Law applicable to such person, that the activities and business of that person are conducted in accordance with the wishes of such person(s), and one or more persons shall be deemed to have Control of a person if it/they possesses/possess or is/are entitled to acquire the majority of the voting rights in that person, and Controlling and Controlled, and Change of Control shall be construed accordingly, excluding in each case any investment fund. |
Customer | has the meaning given to it in Clause 2.1.1. |
Customer Data | means all data, information, and content provided by Customer to Orq.ai through the Services, or generated by Customer in the course of using the Services, including all Personal Data provided by Customer to Orq.ai. |
Customer Group | means Customer's Group |
Customer Obligations | means the obligations of Customer set out in Clause 3.3 and elsewhere in these Service Terms. |
Data Breach | means any actual or suspected unauthorized access to, disclosure of, or loss of Personal Data or Customer Data. |
Default | means an attributable breach (toerekenbare tekortkoming in de nakoming) of these Service Terms for which the breaching Party is in default (verzuim). |
Documentation | means all documentation relating to the Services and Platform provided by Orq.ai to Customer, including through https://docs.orq.ai/docs/introduction. |
Exit Services | has the meaning given to it in Clause 13.1.4. |
Feedback | means any commentary in whatever form provided by Customer in respect of the functionality or performance of the Services, whether voluntary or upon request. |
Fees | means all fees, charges, and other amounts payable by Customer under these Service Terms. |
Force Majeure | has the meaning given to it in Clause 17.1.1. |
Group | means in respect of a Party, a Party and its Affiliates. |
High Risk Activities | means any situation where the use or failure of the Services could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control. |
Indemnified Party | means a Party entitled to indemnification under these Service Terms. |
Indemnifying Party | means a Party obligated to provide indemnification under these Service Terms. |
Intellectual Property Rights | means any unpatented inventions, patent applications utility models, design rights, copyrights (including, without limitation, such rights to computer software), plant breeder rights, plant variety rights, database rights, mask work rights, rights in topographies of semiconductor products, trade secret rights, any rights to trademarks, trade and business names, domain names, service mark applications and know-how and for each such right (i) rights derived therefrom, such as e.g. exploitation rights, (ii) the rights or forms of protection of a similar nature or having equivalent or similar effect to any of these rights and all other intellectual property rights in any part of the world, whether or not any of these rights are registered (iii) applications for registration of, and rights to apply for, any such rights, in each case for their entire existing and future protected scope of use, for their entire duration of protection, and for their entire geographic scope. |
Losses | means all losses, damages, costs, expenses, liabilities, claims, demands, proceedings, and judgments of any nature. |
Orq.ai | has the meaning given to it in Clause 2.1.1. |
Permitted User | has the meaning given to it in Clause 14.1.2. |
Personal Data | means any information relating to an identified or identifiable natural person as defined under applicable data protection laws. |
Platform | means Orq.ai’s proprietary Orq.ai Generative AI Collaboration Platform as further described in the relevant Documentation. |
Security Incident | means any event that compromises or threatens to compromise the security, confidentiality, integrity, or availability of the Platform, Services, or any data of a Party or a third party. |
Service Terms | means these Service Terms. |
Services | means any and all services provided by Orq.ai under these Service Terms from time to time. |
Subscription Period | has the meaning given to it in Clause 12.1.1 |
Switching Notice | has the meaning given to it in Clause 13.1.2 |
Third Party LLMs | means large language model services provided by third parties. |
Usage Data | means metrics and statistics relating to Customer’s and Customer’s personnel’s use of the Services. |
Viruses | means any malicious software, including viruses, worms, trojans, or other harmful code. |
Works | means any works that are created, conceived, authored, designed, developed, discovered, or reduced to practice, including without limitation: (i) names, logos, and other signs; (ii) business ideas, concepts, or methods; (iii) literary, artistic, or scientific works (such as text, drawings, diagrams, specifications, training works and documentation); (iv) software designs, schematics, and code in whatever form, including pseudocode, source code, object code or machine code, together with associated test data, build scripts and documentation; (v) algorithms, models, databases, and datasets (vi) inventions, discoveries, processes, concepts, methods, ideas, designs, prototypes, technical drawings, schematics, technical data, and know-how; (vii) all drafts, notes, preparatory works, updates, adaptations, enhancements, translations, and derivative works of any of the foregoing; and (viii) model weights, prompt libraries, dev ops scripts, repositories and other digital artefacts relating to or enabling the foregoing. |
SERVICE TERMS
2.1.1 These Service Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer") and Orq.ai ("Orq.ai"), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").
2.1.2 If contracting on behalf of an entity, you represent and warrant that you have authority to bind that entity. If you lack such authority, you agree that you are personally liable for obligations arising from your entering an agreement relating to Services.
2.1.3 If a master agreement is already executed between Orq.ai and Customer, or any entity to whom Customer is in any way related (a member of Customer’s Group, Customer’s employer or principal, etc.), Orq.ai may, by written notice (email sufficient), consolidate and absorb any Services contracted for hereunder into the master agreement. From the effective date specified in the notice, the master agreement will govern the said Services.
2.1.4 No general terms and conditions of the Customer, nor of third parties apply to the Services, irrespective of any reference to those terms and conditions in any communication before or after the date of these Service Terms.
2.1.5 We may update these Service Terms by posting an updated version with a revised "Last updated" date. Changes apply prospectively; continued use after the effective date constitutes acceptance.
THE SERVICES
3.1 Provision of Services
3.1.1 Orq.ai provides the Services "as available" with reasonable skill and care but does not guarantee any particular result, output accuracy, uptime or availability. Customer is responsible for verifying that output meets its requirements.
3.1.2 The Services are intended for users 18 years and older. Persons under 18 may not use or register for the Services.
3.1.3 The Services offered under these Service Terms are not designed to comply with sectoral laws such as HIPAA, FISMA or GLBA; do not use the Services where those laws apply. If such compliance is required, please contact Orq.ai to discuss an appropriate Services structure.
3.2 Personnel and Third Party Services
3.2.1 Orq.ai has the right to engage third parties where necessary for the proper execution of these Service Terms, without prejudice to its responsibilities hereunder.
3.2.2 The Platform enables the Customer to access the third-party services, including access to Third Party LLMs. Orq.ai provides no warranties or representations, and disclaims all warranties whether express or implied, with respect to these third-party services, including without limitation the availability, performance or accuracy of these services. Customer remains responsible for complying with any third-party terms and usage policies.
3.3 Customer Obligations
3.3.1 The Customer shall provide all cooperation reasonably necessary (the Customer Obligations) for Orq.ai to provide the Services to Customer.
3.3.2 Orq.ai is not liable for any failure to perform its obligations to the extent that this failure is attributable to Customer’s failure to perform its Customer Obligations in a timely fashion.
FEES AND PAYMENT
4.1.1 Fees are those presented at checkout and any metered/consumption charges disclosed on the Platform. Customer shall bear any applicable value added or sales taxes to the extent not explicitly already incorporated in the Fees.
4.1.2 Customer authorizes recurring charges to the payment method on file until cancellation. Fees are non‑refundable except where a refund is required by Applicable Law. Orq.ai may correct pricing errors even after we’ve requested or received payment.
4.1.3 Customer agrees to digital billing and invoicing.
4.1.4 Orq.ai may update prices for month‑to‑month and metered usage at any time by posting updated pricing on the Platform, effective for the next billing cycle (price changes for any pre‑paid fixed term take effect on renewal).
4.1.5 Any late payment shall constitute an immediate breach and Default of the Customer in respect of its payment obligations. Late amounts accrue interest at the lower of 1.5% per month or the maximum statutory commercial rate permitted by law, plus reasonable recovery costs. Orq.ai will, without prejudice to the foregoing, send a first payment reminder, and if the Customer does not respond to this reminder, Orq.ai is entitled to hand over the collection and to increase the amount due with administration and collection costs.
SECURITY AND CONTINUITY
5.1 Security measures
5.1.1 Orq.ai applies reasonable and appropriate technical and organizational measures, as further described in the Documentation.
5.1.2 The Customer acknowledges that it retains primary responsibility for data security related to its own IT infrastructure, networks, systems, and data stored within Customer-controlled environments and that Orq.ai cannot be held liable for any Security Incident to the extent originating in, caused by, enabled by, mediated through or otherwise connected with the customer infrastructure.
5.2 Data Breach
5.2.1 To the extent either Party becomes aware of a Data Breach, that Party shall inform the other Party thereof without undue delay. In the event of a Data Breach relating to Customer Data that, absent a vulnerability in the Platform, would not have occurred, Orq.ai shall, in close consultation with Customer, take all steps and do all things necessary to end the Data Breach. In the event of a Data Breach originating in, caused by, enabled by, mediated through or otherwise connected with customer infrastructure, Customer shall in close consultation with Orq.ai, take all steps and do all things necessary to (1) end the Data Breach and (2) prevent a future Data Breach of the same nature from occurring.
5.2.2 The Parties will cooperate in good faith on required notifications and evidence preservation relating to any Data Breach.
5.3 Business Continuity Plan
5.3.1 Customer is solely responsible for implementing, testing and maintaining a business continuity plan that meets the requirements of Customer’s business, and which takes into account the nature of the Services and their functions within the Customer’s business.
CHANGES
6.1.1 Orq.ai may modify, suspend or discontinue any part of the Services at any time without liability. Orq.ai may post maintenance windows or updates on our status or website pages.
ACCEPTABLE USE
7.1.1 The Customer shall abide by any Acceptable Use Policy as communicated to the Customer from time to time. In any case, Customer shall and shall ensure that each end-user shall:
(i) not create accounts, make purchases or otherwise access the Platform through automated means unless specifically described in the Documentation;
(ii) not attempt to circumvent usage limits, rate limits or payment obligations
(iii) not store, distribute or transmit any Viruses or any inappropriate content on or through the Platform;
(iv) not use the Platform with any High Risk Activities or in violation of Applicable Laws;
(v) not access or collect accounts, information, data, personal data, or portions of the Services without explicit authorization or otherwise attempt to gain unauthorized access to any part of the Platform;
(vi) not use the Services to develop, train or improve models that compete with the Services (except to the extent such restriction is not permitted by Applicable Law);
(vii) not conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services;
(viii) ensure that the Customer’s (and any end user’s) access and use of the Services do not infringe the Intellectual Property Rights of any third party;
(ix) not access or use (nor allow the access or use of) the Services in any way to avoid incurring Fees or exceeding usage limits under these Service Terms;
(x) not harass, annoy, intimidate, or threaten any employees or agents engaged in providing any portion of the Platform;
(xi) unless explicitly agreed, not (i) copy, modify, duplicate, create derivative Works of, or distribute all or part of the Services; (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or part of the Services (except to the extent Applicable Law does not allow such restrictions);
7.1.2 The Customer's use of the Platform is subject to fair use limitations designed to ensure optimal performance for all users. Orq.ai reserves the right to implement reasonable usage limitations including API call rate limits, data processing volume restrictions, concurrent user session limits, and storage capacity limitations. Customer shall not circumvent or otherwise make ineffective any such limitations.
7.1.3 The Customer is fully responsible for the actions of its personnel and will control and monitor access to the Platform by its personnel and promptly notify Orq.ai of any suspected violations of Clause 7 (Acceptable Use) or Security Incidents, and implement appropriate internal policies and procedures to prevent violations.
SUSPENSION
8.1.1 Orq.ai may suspend the Customer's right to access or use any portion or all of the Services immediately upon notice to the Customer if Orq.ai reasonably determines that:
(i) the Customer’s use of the Services is in breach of Clause 7 (Acceptable Use);
(ii) the Customer's use of the Services poses a security risk to the Platform or any third party;
(iii) could have an adverse effect on Orq.ai, or for any other customer or third party;
(iv) the Customer is in material breach of these Service Terms;
(v) the Customer is in breach of its payment obligations;
(vi) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
8.1.2 If Orq.ai suspends the Customer's right to access or use any portion or all of the Services, the Customer remains responsible for all Fees incurred during the period of suspension.
WARRANTIES AND REPRESENTATIONS
9.1 Disclaimer
THE SERVICES AND PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CUSTOMER AGREES THAT ITS USE OF THE SERVICES AND PLATFORM WILL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORQ.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, PLATFORM AND CUSTOMER'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE TRADE. ORQ.AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES OR PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF ORQ.AI'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA AND/OR CUSTOMER DATA STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR PLATFORM, (5) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT. ORQ.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR PLATFORM, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND ANY THIRD-PARTY PROVIDERS. CUSTOMER SHOULD USE ITS BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORQ.AI OR ELSEWHERE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE SERVICE TERMS. TO THE EXTENT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEIR DURATION IS LIMITED TO THIRTY (30) DAYS FROM DELIVERY.
COMPLIANCE WITH LAWS
10.1.1 Each Party shall comply with Applicable Laws applicable to it in its capacity as a service provider performing the Services or as a recipient of the Services as the case may be.
10.1.2 Customer represents it is not a sanctioned person and will not use the Services in violation of EU, UK or US export control, sanctions, or anti-boycott laws
DATA PROTECTION AND HIPAA
11.1.1 Orq.ai’s Privacy Policy governs how it handles personal data as a controller. Orq.ai is not a Business Associate and the Services are not intended for PHI; do not use the Services for HIPAA-regulated data.
11.1.2 To the extent Customer uses the Services to process Personal Data, Orq.ai shall be considered a data processor. Where Orq.ai acts as Processor, the Parties incorporate by reference the Data Processing Agreement available at [URL][ES1] . In the event of conflict between these Service Terms and the Data Processing Agreement, the latter shall prevail in respect of its subject matter.
TERM AND TERMINATION
12.1 Termination for Convenience
12.1.1 Customer may cancel its subscription via its account; cancellation is effective at the end of the current subscription term (the Subscription Period), without prejudice to Clause 12.3 (Effects of termination) and Clause 13.1.3, and no refunds are provided for partial periods.
12.1.2 Orq.ai may terminate the Services for convenience at any time, without any liability to Customer, but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management). The foregoing notwithstanding, if Orq.ai terminates the Services during a current Subscription Period Orq.ai shall, as its sole liability to the Customer, refund to Customer the Fees prepaid by Customer for Services not yet consumed.
12.2 Termination for cause
12.2.1 Orq.ai may terminate these Service Terms in whole or in part for cause, and without any liability to Customer but without prejudice to Clause 12.3 (Effects of termination) and Clause 13 (Exit Management), if:
(i) Customer is in material breach of these Service Terms and the material breach remains uncured for a period of thirty (30) days from receipt of notice by Customer; or
(ii) Customer is in material breach of these Service Terms and the consequences of the breach can by their nature not be undone by curing the breach; or
(iii) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
12.2.2 Without prejudice to the generality of Clause 12.2.1, Orq.ai may also terminate these Service Terms in whole or in part immediately upon notice to Customer if:
(i) Orq.ai has the right to suspend the Services;
(ii) Orq.ai's suspension of Services, for whatever reason, lasts in excess of one month due to actions or omissions attributable to Customer;
(iii) Customer has left undisputed Fees (including Fees disputed in bad faith) unpaid for a duration in excess of one month after the due date of the invoice.
12.3 Effects of termination
12.3.1 Upon termination, expiration, or any other end to these Service Terms in whole or in part for whatever reason:
(i) the Customer's rights in respect of the affected Services under these Service Terms shall immediately terminate;
(ii) Rights and liabilities that have accrued up to the date of termination shall remain unaffected;
(iii) the provisions of this Clause, Clauses 4 (Fees and Payment), 9.1 (Disclaimer), 13 (Exit Management), 14 (Confidentiality), 15 (Intellectual Property Rights), 16 (Liability and Indemnification), 18 (Miscellaneous), and 19 (Disputes), and other provisions which by their nature or expressed intent are intended to survive termination, shall remain in full force and effect;
(iv) Orq.ai will, to the extent it stores any Customer Data, not take action to remove any Customer Data from its systems for thirty (30) days following the termination date to allow the Customer to retrieve such data, except to the extent Exit Services have been agreed, in which case Orq.ai shall have no obligation to retain any data after the completion of the Exit Services.
EXIT MANAGEMENT
13.1 Switching & Data Portability
13.1.1 Provider shall not impose pre-commercial, commercial, technical, contractual or organizational obstacles that prevent or hinder (i) termination after the maximum notice and successful completion of switching, (ii) concluding a new contract with another provider of the same service type or moving on-prem, (iii) the porting of Customer’s exportable data and Customer-controlled digital assets, or (iv) achieving functional equivalence for shared features, in each case as required by the EU Data Act.
13.1.2 Customer may switch to another service Orq.ai or an internally hosted service, or require the removal of all its data, by giving Orq.ai at least two (2) months’ prior written notice (a "Switching Notice"). These Service Terms will terminate on the day the transitional period ends as set out below in clause 13.1.6, even if that date falls before the end of a fixed Subscription Period, in which case all agreed but not yet due Fees for the remainder of the fixed term become immediately due and payable as termination compensation.
13.1.3 If these Service Terms end (for any reason) before Customer has given a Switching Notice, Customer may submit a Switching Notice within one (1) month after the end of these Service Terms, in which case the transitional period will commence immediately upon Orq.ai's receipt of the Switching Notice, and these Service Terms shall be considered to have re-entered into force for the duration of transitional period only, and only for such Services as had not yet been discontinued and the Services set out in Clause 13.1.4 and 13.1.5. If no Switching Notice is submitted within the (1) month timeframe, all Orq.ai's obligations under this Clause 13 will lapse. Orq.ai may in that case, at its sole discretion and upon Customer’s request, choose to still perform the obligations set out in this Clause 13.
13.1.4 Within a reasonable time after receiving a Switching Notice, Orq.ai shall provide reasonable cooperation and assistance to the Customer to facilitate an orderly transition of the Services to the Customer or a new service Orq.ai ("Exit Services"), including in any case, to the extent the Customer Data is stored within a database that is part of the Platform, other than temporarily for the purpose of transit or computation: providing a final extract of all Customer Data in a standard, portable format.
13.1.5 Orq.ai will provide such other Exit Services as are reasonably necessary and within its power to enable Customer to switch; however, this does not require Orq.ai:
(i) to create or maintain new technologies or services, nor to transform or convert any data provided in an open data format into other formats.
(ii) to disclose or transfer any digital assets protected by Intellectual Property Rights or that constitute a trade secret, nor to compromise the integrity or security of Customer’s or Orq.ai's services or systems.
13.1.6 The transitional period will not extend beyond thirty (30) calendar days from the end of the applicable notice period (or, if termination takes immediate effect, from the termination date), unless (a) within fourteen (14) days of the Switching Notice, Orq.ai reasonably notifies Customer that a longer period is strictly necessary for technical reasons—in which case the transitional period shall be limited to the shortest technically feasible period and in no event exceed seven (7) months; or (b) Customer requests a one‑time extension to the extent strictly necessary to ensure continuity of service during switching.
13.1.7 During the transitional period, Orq.ai will (i) provide reasonable assistance to Customer and its nominated third parties; (ii) maintain Service continuity and continue contracted functions; (iii) inform Customer of known continuity risks; and (iv) maintain a high level of security during transfer and throughout the retrieval period.
13.1.8 Customer may retrieve its data for up to thirty (30) days after the end of the transitional period. If no transitional period runs, the 30‑day retrieval window starts on the termination date. Orq.ai will erase Customer’s materials from active systems the day immediately after the retrieval period ends. Residual encrypted backups are automatically overwritten within one (1) month.
13.1.9 Orq.ai and Customer shall agree the reasonable Fees for the Exit Services. Orq.ai acting reasonably may require up to 50% of the Fees for Exit Services be paid in advance, the remainder shall be invoiced monthly in arrears. Clause 13.1.9 notwithstanding, to the extent these Service Terms have been terminated for cause for a reason attributable to Customer, Orq.ai may at its discretion require complete payment for the Exit Services be made in advance, including the payment in advance of a provisional budget for excess work, to be refunded if not utilized.
13.1.10 Switching costs will decrease and be withdrawn in line with Article 29 of Regulation (EU) 2023/2854; no switching costs shall apply from 12 January 2027.
13.1.11 Orq.ai maintains an online register describing exportable data categories, structures, formats and relevant standards/open interoperability specifications; Customer can access this register at any time.
CONFIDENTIALITY
14.1.1 Each Party shall treat as confidential all non-public information received from the other Party in connection with these Service Terms. Confidential Information includes Customer Data and Orq.ai's proprietary technology and business information.
14.1.2 Each Party may use Confidential Information solely for purposes of these Service Terms and may disclose it only to employees and contractors who need to know such information and are bound by confidentiality obligations (a Permitted User).
14.1.3 Confidentiality obligations do not apply to information that:
(i) is or becomes publicly available through no breach of these Service Terms;
(ii) is received from a third party without confidentiality restrictions;
(iii) is independently developed without use of Confidential Information; or
(iv) was known prior to disclosure without confidentiality obligations.
14.1.4 Each Permitted User may disclose Confidential Information where that Permitted User (or, where the Permitted User is an individual, his or her employer or any Affiliate of his or her employer) is compelled to do so through a binding order given by any party authorized to do so under Applicable Law. In these circumstances the recipient must give the disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
14.1.5 Upon termination, expiry, or any other end to these Service Terms, each Party shall cease all use of the Confidential Information of the other Party and return to the other Party, or at its option, destroy the Confidential Information stored in any form. The foregoing notwithstanding, each Party may continue to use in accordance with this Clause 14 such Confidential Information as must necessarily be used to obtain the benefit of any license granted hereunder that survives termination of these Service Terms.
14.1.6 This Clause 14 shall remain in full force and effect notwithstanding any termination of these Service Terms.
INTELLECTUAL PROPERTY RIGHTS
15.1.1 Orq.ai grants to the Customer, and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license under Orq.ai's Intellectual Property Rights in respect of any Works comprising the Services and Platform to use those Works in the manner strictly necessary to receive and use the Services for its internal business purposes. Except as otherwise agreed in writing, Customer shall not and shall not permit any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or redistribute the Services or Platform; or (ii) host the Services or Platform for the benefit of third parties.
15.1.2 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, worldwide license for the duration of these Service Terms to use any Feedback, Works or Customer Data covered by the Customer Group’s Intellectual Property Rights solely to the extent necessary to deliver the Services.
15.1.3 Customer provides, and shall ensure that Affiliates provide, to Orq.ai and as necessary its Affiliates, a royalty-free, non-exclusive, non-transferable, perpetual, worldwide license to use Usage Data and Feedback solely for the purpose of improving the Services. Orq.ai may share Usage Data and Feedback with third parties to the extent it has been aggregated and anonymized.
LIABILITY AND INDEMNIFICATION
16.1 Limitations of Liability
16.1.1 The limitations of liability set out in this Clause 16.1.1 shall apply to damages arising out of or in connection with these Service Terms under any legal theory, including such damages as have as their basis a claim of tort, unearned payment, unjust enrichment, adjustment of these Service Terms due to a mistake or otherwise.
16.1.2 Orq.ai’s aggregate liability under these Service Terms shall be limited to the greater of the Fees of the preceding six months or EUR500.
16.1.3 Orq.ai shall be liable only for direct damages and shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss, corruption or unavailability of data, loss of revenues, or loss of opportunities arising in connection with these Service Terms.
16.1.4 The limitations of liability in this Clause 16 shall not to liability for death or personal injury, or any liability which cannot be excluded or limited under Dutch law, including liability arising from intent (opzet) or gross negligence (bewuste roekeloosheid).
16.2 Customer Indemnification in connection with use
16.2.1 The Customer will indemnify Orq.ai against any Losses arising out of a claim or action of any third party, including any regulator, resulting from:
(i) the Customer's use of the Services or Platform;
(ii) Customer’s processing of Customer Data; or
(iii) a dispute between the Customer and any of its customers, Affiliates, or its Affiliates' customers.
FORCE MAJEURE
17.1.1 Neither Party shall be liable for any breach to the extent it is the consequence of Force Majeure, except in case of indemnities. Force Majeure is understood to mean any circumstance independent of the will of the Party, which was not and could not reasonably have been foreseen, as a result of which performance of these Service Terms can no longer reasonably be required.
17.1.2 A Party shall be entitled to suspend the performance of its obligations under these Service Terms where such performance is prevented by a circumstance which is beyond such Party’s control and which such Party could neither have foreseen nor reasonably should have foreseen, or which if foreseeable could not reasonably have been mitigated, in conjunction with the conclusion of these Service Terms ("Force Majeure"). Force Majeure may include, inter alia, war or a state of affairs similar to war, mobilization or military conscription of a corresponding extent, revolt and rebellion, terrorism, sabotage, fire, floods, natural catastrophes, epidemics, pandemics, disruptions to public communications, disruptions to the public power networks, strikes, lock-outs or other general local labor market conflicts, requisition, seizure, decisions by public authorities, trade, payment or currency restrictions, or circumstances equivalent thereto. The same applies where the Force Majeure event exists for a Party's counterparties.
17.1.3 In the event a Party is prevented from performing its obligations under these Service Terms due to a Force Majeure event during a continuous period exceeding one (1) month, either Party shall be entitled to terminate these Service Terms with immediate effect.
17.1.4 A Party shall not be liable for Losses which arise for the other Party as a consequence of the postponement of the performance of these Service Terms, or that these Service Terms is terminated due to a Force Majeure event. A Force Majeure event shall not relieve a Party of its payment obligations in respect of any Service not performed as a result of the Force Majeure event, except to the extent it can be demonstrated that the affected Party has also avoided costs involved in performing the Services due to the Force Majeure Event.
17.1.5 If a Party wishes to invoke a Force Majeure event in accordance with this Clause 17, it shall give notice thereof to the other Party when there is a risk for failure or delay to perform an obligation under these Service Terms. In the absence of such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
MISCELLANEOUS
18.1 Electronic signature
You agree to transact electronically. Electronic signatures and records related to the Services have the same legal effect as handwritten signatures and paper records.
18.2 Assignment
Either Party may assign these Service Terms to an Affiliate or successor (including by merger, asset sale, or Change of Control) upon written notice; Customer may not unreasonably withhold novation support.
18.3 Notices
Any notice or other document to be served under these Service Terms may be delivered or sent by post or e-mail to the Party’s representative.
18.4 Entire agreement
These Service Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and replace all other agreements between the Parties whether oral or in writing in respect of its subject matter.
18.5 Waiver
No failure or delay by a Party in exercising its rights or remedies shall operate as a waiver unless it is made in writing. No single or partial exercise of any right or remedy of a Party shall preclude any other or further exercise of that or any other right or remedy.
18.6 Severability
In the event that one or more provisions of these Service Terms turn out to be invalid, the remaining provisions will remain effective. The Parties will discuss the invalid provisions in order to agree upon an alternative arrangement that is valid and which, as closely as possible, corresponds with the contents of the provisions to be replaced.
18.7 Third Party Rights
Except to the extent expressly set out herein, these Service Terms are not intended to create any rights on behalf of any third party, and no person who is not a party to these Service Terms may enforce any of its terms.
18.8 Compliance
No provision of these Service Terms shall be understood as requiring that Party breach any Applicable Law.
18.9 Applicable law
The validity, construction and enforcement of any rights or obligations arising out of- or in connection with these Service Terms shall be exclusively determined in accordance with the laws of the Netherlands, without reference to its conflicts of laws principles and excluding the Convention on the International Sale of Goods (CISG).
DISPUTES
19.1.1 All disputes arising from or related to these Service Terms will be submitted exclusively to the competent courts of Amsterdam, without prejudice to a Party’s right to appeal or cassation.
19.1.2 Notwithstanding anything to the contrary in these Service Terms either Party shall have the right to seek interim relief (such as an injunction) against the other Party through the competent courts to protect its rights and interests, or to enforce the obligations of the other Party.
