General Terms and Conditions

Last Updated: 1 Sep 2025

Article 1. Definitions

Client
The legal entity or business that purchases Services from Supplied Technologies B.V. (“Supplied”), including its employees and/or authorized customers.

Services
All digital, professional, and support services offered by Supplied, including the Digital Services.

Digital Services
Online platforms, portals, and applications provided to the Client.

User
Authorized employees or customers of the Client who have access to the Digital Services.

Client Data
Information and software provided by the Client for the performance of Services.

Personal Data
Any information relating to an identified or identifiable natural person.

Agreement
The contract between Supplied and the Client, including these General Terms, the Billing Agreement, and any Order Form(s).

Order Form
Any document or digital confirmation specifying subscribed Services, billing period, and applicable pricing.

Billing Period
The recurring period (monthly or annual) used for invoicing.

Portals
The secure websites through which Digital Services are accessed.

Article 2. General Provisions

2.1 These General Terms apply to all Services, Digital Services, and Agreements with Supplied.

2.2 Supplied may amend these Terms following written notice. If the Client disagrees with proposed amendments, it may terminate the Agreement in writing within 45 working days of notice.

2.3 Supplied performs its Services with due care and professionalism, following industry best practices.

2.4 Basic support is included in all Services. Additional or premium support may be agreed upon separately.

Article 3. Applicability

3.1 Deviations from these Terms are valid only if expressly agreed in writing.

3.2 The applicability of any purchase or standard terms of the Client is expressly excluded.

Article 4. Access and Use of Digital Services

4.1 The Agreement grants the Client a non-exclusive, non-transferable license to access the Digital Services during the term of the Agreement.

4.2 The Client manages all User accounts and is responsible for safeguarding login credentials.

4.3 Security tools and access codes are personal and non-transferable. Compromised credentials must be reported immediately to Supplied.

4.4 The Client is responsible for its own internet access, hardware, and security environment.

4.5 Supplied may temporarily disable access to perform maintenance or ensure system integrity. Routine maintenance is scheduled outside CET business hours where possible.

4.6 The Client must provide Supplied with any information reasonably required to deliver the Services.

Article 5. Warranty, Maintenance, and Data Retention

Your personal data is processed in accordance with our Privacy Policy , our Data Processing Agreement (DPA), and applicable data protection laws, including the EU GDPR. This includes limited data retention and processing for improving our own AI and analytics systems, as described below

5.1 Platform Warranty

Supplied ensures that the Digital Services substantially meet the published specifications.

5.2 Security Measures

Supplied implements appropriate technical and organizational measures to protect Client Data.

5.3 Availability

Annual availability of the Digital Services is guaranteed at 95%, with a target of 100%.

5.4 Data Retention

Client Data is retained only for as long as required by applicable law.

5.5 Data Deletion and Export

Upon termination of the Agreement:
• Client Data will be irreversibly deleted within 30 days, unless legal retention obligations apply.
• Upon request, and at the Client’s expense, Supplied will provide a data export in CSV or JSON format.

5.6 Updates and Maintenance

Updates and new releases are tested prior to deployment and will not materially degrade functionality.

5.7 Incident Resolution

Supplied will begin resolving service disruptions within one (1) working day, excluding disruptions caused by third-party networks, power failures, or Client systems.

5.8 Nature of Validations and Data Use

5.8A Technical Validations Only
Any validations, checks, or automated remediation performed by Supplied are technical and logical validations only, based on the data made available to Supplied.
Such validations do not constitute legal, tax, or regulatory advice, nor do they guarantee acceptance by tax authorities or regulators.

5.8B Data Use for Service Improvement
Supplied may retain limited copies or anonymized forms of deleted data for the purposes of:
• Improving AI models, automation, and recommendation engines
• Detecting errors, fraud, or performance issues
• Ensuring service quality, accuracy, and compliance

Where feasible, data is aggregated, pseudonymized, or anonymized and is never used to train third-party models.

5.9 Client Responsibility for Data and Compliance

Supplied provides a technical and operational platform and does not act as the Client’s legal, tax, or regulatory advisor.

The Client remains solely responsible for:
• Accuracy, completeness, legality, and timeliness of all Client Data
• Lawful data collection from users, sellers, or counterparties
• Final review, approval, and submission of regulatory filings
• Compliance with all applicable tax, reporting, and regulatory obligations

Supplied shall not be liable for penalties, fines, or sanctions resulting from inaccurate, incomplete, late, or unlawful Client Data.

5.10 No Professional Advice

The Digital Services do not replace professional legal, tax, or accounting advice. The Client is encouraged to seek independent advice where required.

Article 6. Prices and Payment

6.1 Fees and Billing Structure
The applicable fees, subscription plans, and billing structure are defined in the Billing Agreement or Order Form. These documents form an integral part of this Agreement.

6.2 Billing Period
Unless otherwise agreed in writing, all Services are billed in advance per Billing Period.

6.3 Prices Exclusive of Taxes
All prices and fees are stated exclusive of VAT, sales tax, withholding tax, or any other applicable taxes or levies.

6.4 Payment Due Date
Invoices are payable within 10 days of the invoice date, unless otherwise agreed in writing.

6.5 Suspension for Non-Payment
Supplied may suspend or limit access to the Services if payment remains outstanding following:
(a) a second payment reminder, and
(b) a minimum 7-day cure period after that reminder.

6.6 Invoice Disputes
Invoice disputes must be submitted in writing within 14 days of the invoice date. Undisputed portions of an invoice remain payable within the normal payment term.

6.7 Late Payment Interest
Overdue amounts accumulate statutory commercial interest from the original due date until full payment is received. 

6.8 Multi-Year Subscriptions (2, 3 Year Terms): Prepayment, Refunds & Upgrades

6.8.1 Prepayment and Contract Commitment
Multi-year subscriptions (2-year and 3-year terms) are prepaid in full at the discounted rate corresponding to the selected term (5% for 2-year plans, 10% for 3-year plans). These subscriptions constitute a binding commitment for the full prepaid duration.

6.8.2 Non-Refundability of 1-Year Plans
1-year subscriptions are non-refundable under all circumstances.

6.8.3 Refunds for Early Termination of Multi-Year Plans

If the Client terminates a prepaid 2-year or 3-year subscription before the end of the prepaid term, Supplied will refund 50% of the unused portion of the total contract value, calculated on a prorated monthly basis: Refund = (Total contract value ÷ total contract months × remaining months) × 50%

Where:

A 2-year subscription = 24 months
A 3-year subscription = 36 months

Completed months are non-refundable.
Upon termination, the contract ends immediately and the Client has no further payment obligations beyond the prepaid amount.

6.8.4 Upgrades During a Prepaid Multi-Year Term

(a) Upgrade Eligibility
The Client may upgrade to a higher-tier subscription at any time during the prepaid term.

(b) Prorated Credit Calculation
Supplied will calculate a prorated credit for the unused portion of the Client’s current prepaid subscription, based on the remaining months of the prepaid term:

Credit = (Total prepaid amount of current plan ÷ total contract months × remaining months)

(c) Upgrade Charge Calculation
The prorated credit will be applied against the prorated cost of the upgraded plan for the remaining months of the same prepaid contract term.

(d) Continued Multi-Year Discount
If the Client upgrades during a 2-year or 3-year prepaid term, the same multi-year discount (5% or 10%) originally selected shall continue to apply to the upgraded plan for the remaining months of the prepaid term.

(e) Term Does Not Reset
Upgrades do not extend, modify, or reset the original contract duration or renewal date. The upgraded plan remains active until the end of the original prepaid term.

(f) Downgrades
Downgrades take effect only at the next renewal date and do not entitle the Client to any refunds or credits within an active prepaid term.

6.9 Usage-Based Billing
For monthly or usage-based Services, final invoices are calculated according to actual consumption during the Billing Period, in accordance with the Billing Agreement.

Article 7. Security, Authentication, and Access

7.1 Supplied employs strict security to prevent unauthorized access, including separate databases and controlled permissions.
7.2 Each User must have an individual login. Shared credentials are prohibited.
7.3 Supplied may require changes to authentication methods for security reasons.
7.4 The Client must promptly report any suspected breaches, loss, or theft of access credentials.
7.5 The Client is responsible for all use (and misuse) of Services via its accounts or systems.
7.6 The Client must ensure its own customers follow the same security requirements.
7.7 If the Client stores data locally, it bears sole responsibility for that storage.
7.8 The Client may not remove or bypass Supplied’s technical protections.

Article 8. Intellectual Property

8.1 All intellectual property rights in the Digital Services and related materials remain the exclusive property of Supplied.
8.2 The Client retains all rights to its own data.
8.3 No ownership of Supplied’s software or materials is transferred to the Client.
8.4 Supplied grants the Client a limited, non-exclusive, non-transferable license to use the Digital Services for the duration of the Agreement.
8.5 Supplied indemnifies the Client against third-party claims alleging that use of the Digital Services infringes IP rights, provided the Client promptly notifies Supplied and cooperates fully in defense.

Article 9. Confidentiality

9.1 Both parties must keep confidential all non-public information shared during the Agreement.
9.2 Supplied safeguards Client Data and indemnifies the Client against unauthorized disclosure by its personnel.
9.3 The Client must treat Supplied’s technology and systems as confidential.
9.4 Confidentiality does not apply where disclosure is required by law or the information becomes public through no fault of the receiving party.

Article 10. Liability

10.1 Supplied is liable for direct damages caused by proven negligence, limited to the total fees paid by the Client during the preceding 12 months (per claim and in aggregate).
10.2 Supplied is not liable for indirect, incidental, or consequential damages, or for failures due to Client systems, internet outages, or force majeure events.
10.3 This limitation does not apply in cases of willful misconduct or gross negligence under Dutch law.

10.4 Supplied shall not be liable for:
• rejections, delays, or penalties imposed by tax authorities or regulators;
• differences in interpretation of regulatory requirements by authorities;
• changes in law or technical specifications issued by regulators after data submission deadlines.

The Client remains responsible for monitoring regulatory deadlines and ensuring timely submission.

Article 11. Term and Termination

11.1 The term of the Agreement is stated in the applicable Order Form.
11.2 Annual or multi-year subscriptions renew automatically unless terminated at least 60 days before renewal.
11.3 Monthly or pay-per-use plans may be cancelled at any time, effective immediately.
11.4 Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to remedy the breach within 30 days.
11.5 Pre-paid fees are refundable only as explicitly described in Article 6.8. No other refunds apply upon termination.

Article 12. Data Protection

12.1 Supplied acts as a processor of Personal Data under applicable data protection law. A separate Data Processing Agreement (DPA) applies and forms part of this Agreement.
12.2 The DPA is available at: https://www.getsupplied.ai/utilities/data-processing-agreement

Article 13. Governing Law and Dispute Resolution

13.1 This Agreement is governed by Dutch law.
13.2 Any disputes will be submitted exclusively to the District Court of Amsterdam, unless resolved amicably between the parties.

Article 14. Contact

Supplied Technologies B.V.
KvK 93146620
📧 support@supplied.eu
📞 +31 6 86630404
🌐 https://www.getsupplied.ai

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