MERCURIUS OS

General Terms and Conditions — Mercurius OS

Incapital B.V., trading as Mercurius OS, with its registered office at Keizersgracht 391 A, 1016 EJ Amsterdam, the Netherlands, Chamber of Commerce no. 62844768 (hereinafter: "Mercurius").

1. Definitions

• Service: the Mercurius OS online platform (including Marketing Intelligence), including the portal, connections, reports and the AI-supported analysis, writing and publishing functions.
• Customer: the legal entity or business that takes out a subscription to the Service. The Service is intended exclusively for business use (B2B).
• Agreement: the subscription as recorded in the order confirmation, including these terms and the data processing agreement.
• Content: texts, images and other expressions prepared or published via the Service.

2. Applicability

• 1. These terms apply to every offer and every Agreement between Mercurius and the Customer.
• 2. The Customer's purchasing or other terms do not apply.
• 3. Deviations apply only if agreed in writing.

3. The Service

• 1. Mercurius will make reasonable efforts to provide the Service with care and professionalism (best-efforts obligation). The Service analyses, writes and publishes using artificial intelligence; the Customer stays in control by approving Content before publication.
• 2. Human approval: Content is only published after the Customer (or a user designated by the Customer) has approved it. The Customer is responsible for the content of approved and published Content.
• 3. Dependence on third parties: the Service works with platforms and services of third parties (including Meta, LinkedIn, Google, hosting providers and AI suppliers). Mercurius is not responsible for changes, outages, restrictions or termination on the part of those third parties, but will make reasonable efforts to limit the consequences for the Customer.
• 4. Mercurius aims for high availability but does not guarantee uninterrupted operation. Planned maintenance is carried out outside office hours where possible.
• 5. Mercurius may further develop the Service and change parts of it, provided the core functionality is retained.

4. Formation and term

• 1. The Agreement is formed after the Customer's digital registration, Mercurius' review and confirmation by the Customer's authorised signatory (order confirmation).
• 2. The subscription is entered into per month and is tacitly renewed each time for one month.
• 3. The subscription can be cancelled monthly, effective at the end of a subscription month, subject to one month's notice.
• 4. Mercurius may terminate the Agreement with immediate effect in the event of the Customer's bankruptcy, suspension of payments or serious breach.

5. Prices and payment

• 1. All prices are in euros and exclude VAT. The current packages and prices are stated in the order confirmation.
• 2. Payment is made monthly in advance, by automatic SEPA direct debit (recurring mandate) or, if agreed, by invoice with a payment term of 14 days.
• 3. In the event of a failed or reversed direct debit, the Customer will receive a reminder. If payment still fails, Mercurius may suspend the Service until payment has been made. Publications and reports then stop; the Customer's existing obligations remain.
• 4. Mercurius may adjust prices annually and will announce this at least two months in advance. In the event of an increase other than an inflation adjustment, the Customer may cancel effective the date of the increase.

6. Customer obligations

• 1. The Customer provides correct and complete information (including brand rules and channel connections) and keeps it up to date.
• 2. The Customer ensures that it is authorised to use the connected channels and accounts and that connections are validly established.
• 3. The Customer does not use the Service for unlawful, misleading or infringing Content and indemnifies Mercurius against third-party claims arising from Content approved by the Customer.
• 4. Login details are personal; the Customer manages who has access (Access management) and reports misuse immediately.

7. Intellectual property

• 1. All rights to the Service, the software and the underlying systems remain with Mercurius (or its licensors).
• 2. Content created for the Customer via the Service and approved by the Customer may be used freely by the Customer for its own business.
• 3. The Customer grants Mercurius the right to use supplied brand materials (logos, house style, photos) to the extent necessary for the Service.
• 4. Mercurius may use the Customer's name and logo as a reference, unless the Customer objects. The Customer can easily indicate this at registration or later.

8. AI-specific provisions

• 1. Content is (partly) generated by AI models. Mercurius builds in quality controls, but the Customer remains ultimately responsible for approved Content (see 3.2).
• 2. Mercurius does not guarantee that AI-generated Content is free of factual inaccuracies; this is why the approval step applies.
• 3. Customer data is not used to train third-party AI models.

9. Privacy and data protection

• 1. Insofar as Mercurius processes personal data on behalf of the Customer, the data processing agreement that forms part of the Agreement applies.
• 2. The parties comply with the GDPR.

10. Liability

• 1. Mercurius' total liability per event (or series of related events) is limited to the amount the Customer paid to Mercurius in the three months before the event.
• 2. Mercurius is not liable for indirect damage, including lost profit, missed savings, reputational damage or damage resulting from loss of data, except in the case of intent or deliberate recklessness.
• 3. Mercurius is not liable for damage caused by (changes or outages at) third-party platforms, or by Content approved by the Customer.
• 4. Claims lapse 12 months after the damage arises.

11. Confidentiality

The parties keep each other's confidential information secret and use it only for the performance of the Agreement.

12. End of the Agreement

• 1. After termination, the Customer can request an export of its data (posts, reports, file data) for up to 30 days.
• 2. After that, Mercurius deletes the Customer's data, subject to statutory retention obligations (including accounting records).
• 3. Connections with the Customer's channels are severed on termination.

13. Miscellaneous

• 1. Mercurius may amend these terms and will announce amendments at least one month in advance. In the event of a material deterioration, the Customer may cancel effective the date of the amendment.
• 2. The Agreement is governed by Dutch law. Disputes will be submitted to the Amsterdam District Court.