General Terms and Conditions
Version 2.0 — Effective date: 1 April 2026
Prevector B.V.
Chamber of Commerce (KVK): 99409127
VAT Identification Number (BTW): NL868977202B01
Registered Address: Van Sint Aldegondeplein 42, 2581 TP, The Hague, The Netherlands
Email: contact@prevector.ai
Article 1 — Definitions
In these General Terms and Conditions, the following terms shall have the meanings set forth below:
"Agreement" means any contract, order form, statement of work, or other written agreement between Prevector and Client for the provision of Products and/or Services, including these General Terms and Conditions.
"API" means the application programming interface through which Client accesses the MCP Server Products.
"API Credentials" means the unique security keys, tokens, authentication credentials, and other access credentials provided by Prevector to Client for accessing the Products.
"AI-Generated Content" means the textual content produced by artificial intelligence models within the Studio Platform, including accounting policy descriptions, disclosure narratives, advisory reports, and compliance review findings. AI-Generated Content does not include Computed Financial Data.
"Client" means the legal entity or business professional entering into an Agreement with Prevector for the use of Products and/or Services.
"Client Data" means all data uploaded to, generated within, or stored by the Studio Platform in connection with Client's use thereof, including trial balance data, prior-year financial statements, entity metadata, mapping data, supplemental data, compilation file data, generated financial statements, advisory reports, and export files.
"Computed Financial Data" means all financial figures, numeric tables, primary statements, movement schedules, subtotals, and arithmetic results that are produced by the deterministic computation engine of the Studio Platform without any involvement of artificial intelligence models. Computed Financial Data is derived exclusively from the confirmed account mapping, the trial balance, and the applicable taxonomy structure.
"Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Credit" means a single-use entitlement to generate one set of financial statements for one entity for one fiscal year through the Studio Platform.
"Data Processing Addendum" or "DPA" means the separate data processing addendum entered into between Prevector and Client governing the processing of personal data and confidential business data in connection with the Studio Platform, as required under applicable data protection law.
"Documentation" means the user guides, technical documentation, API documentation, and other materials provided by Prevector relating to the Products and Services.
"Effective Date" means the date on which the Agreement becomes effective as specified in the relevant order form or contract.
"Engagement" means a single financial statement preparation assignment for one entity for one fiscal year, initiated by Client within the Studio Platform.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.
"MCP Server" means the Model Context Protocol server software and related infrastructure provided by Prevector that offers structured access to regulatory and compliance content, as further described in Article 4B.
"Party" means either Prevector or Client, and "Parties" means both collectively.
"Prevector" means Prevector B.V., a private limited liability company incorporated under Dutch law.
"Products" means the Studio Platform and/or the MCP Server Products, as applicable.
"Quote" means a written price quotation issued by Prevector to Client for Products and/or Services.
"Services" means the professional services provided by Prevector, including but not limited to implementation support, onboarding, workshops, and custom development services.
"Studio Platform" or "Prevector Studio" means the web-based software platform provided by Prevector for the generation of financial statements compliant with Dutch Generally Accepted Accounting Principles (NL GAAP), as further described in Article 4A.
"Subscription Period" means the period during which Client is entitled to access and use the MCP Server Products as specified in the Agreement.
"Third-Party Content" means any content, data, standards, regulations, laws, directives, or other materials that are: (a) published by governmental or regulatory bodies (including the European Union, EU Member States, and their agencies); (b) published by standards-setting organisations; or (c) otherwise owned or controlled by third parties, in each case that are incorporated into or accessible through the Products.
"Usage Limits" means the restrictions on use of the Products as specified in the Agreement, including but not limited to API call limits, rate limits, number of authorised users, and number of Credits.
Article 2 — Scope and Applicability
2.1 These General Terms and Conditions apply to all Quotes, Agreements, and legal relationships between Prevector and Client relating to the provision of Products and Services by Prevector.
2.2 These General Terms and Conditions are exclusively intended for business-to-business (B2B) relationships. Prevector does not provide Products or Services to consumers as defined under applicable consumer protection laws.
2.3 By entering into an Agreement with Prevector, Client expressly accepts the applicability of these General Terms and Conditions and waives the applicability of any general terms and conditions of Client.
2.4 Deviations from these General Terms and Conditions are only valid if expressly agreed upon in writing in the Agreement.
2.5 In the event of any conflict between these General Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail. In the event of any conflict between these General Terms and Conditions and the Data Processing Addendum, the provisions of the Data Processing Addendum shall prevail with respect to matters of data processing and data protection.
2.6 Prevector reserves the right to amend these General Terms and Conditions. Amendments shall be communicated to Client via email and published on Prevector's website at least thirty (30) days prior to their effective date. Continued use of the Products or Services after the effective date constitutes acceptance of the amended terms.
Article 3 — Quotes and Agreements
3.1 All Quotes issued by Prevector are non-binding and valid for thirty (30) days from the date of issue, unless otherwise specified in the Quote.
3.2 An Agreement is formed upon: (a) written acceptance of a Quote by Client; (b) execution of an order form or contract by both Parties; or (c) commencement of performance by Prevector with Client's consent.
3.3 Prevector reserves the right to refuse or withdraw from an Agreement at any time prior to commencement of performance, without liability to Client.
3.4 Any additional or modified requests by Client after formation of the Agreement shall be subject to a new Quote and written agreement between the Parties.
Article 4A — Studio Platform
4A.1 Description
Prevector Studio is a web-based platform that generates financial statements compliant with NL GAAP (Dutch Generally Accepted Accounting Principles) for Dutch entities. Client uploads trial balance data and optional supporting documents. The platform maps accounts to the applicable taxonomy, deterministically computes all financial figures, and enriches the report with AI-generated textual content. Client reviews, edits, and approves the output in an interactive editor before exporting to iXBRL and/or DOCX format.
4A.2 Licence Grant
Subject to the terms of the Agreement and payment of applicable fees, Prevector grants Client a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Studio Platform for Client's internal business purposes and in accordance with the Documentation and Usage Limits.
4A.3 Credit Model
(a) Access to the Studio Platform's generation functionality requires Credits. Each Credit entitles Client to generate one set of financial statements for one entity for one fiscal year.
(b) Credits are purchased in accordance with the pricing, bundle sizes, and volume discounts specified in the Agreement or the applicable Quote.
(c) Unless otherwise specified in the Agreement, Credits are valid for eighteen (18) months from the date of purchase. Unused Credits expire at the end of this validity period without refund or rollover.
(d) Credits are non-transferable, non-refundable, and may not be resold.
(e) Prevector may offer promotional or pilot pricing. The terms of any promotional or pilot pricing shall be specified in the Agreement.
4A.4 Delivery and Access
Upon the Effective Date and receipt of payment (if applicable), Prevector shall provide Client with access credentials for the Studio Platform. Client is solely responsible for maintaining the confidentiality and security of its access credentials. Client shall immediately notify Prevector of any unauthorised use or suspected compromise.
4A.5 User Accounts
(a) Client may create user accounts for its employees and authorised personnel within its organisation. Unless otherwise specified in the Agreement, there is no limit on the number of user accounts per organisation.
(b) Each user account is personal and may not be shared between individuals.
(c) Client is responsible for all activities conducted through its user accounts and shall ensure that its users comply with these General Terms and Conditions.
4A.6 Client Data Ownership
Client retains all right, title, and interest in and to its Client Data. Prevector's right to process Client Data is limited to what is necessary to provide the Studio Platform and related Services in accordance with the Agreement and the Data Processing Addendum.
4A.7 Data Processing Addendum
Where Client's use of the Studio Platform involves the processing of personal data or confidential business data, the Parties shall enter into a Data Processing Addendum. The Data Processing Addendum forms an integral part of the Agreement and governs Prevector's obligations as a data processor with respect to such data.
4A.8 Updates and Modifications
Prevector may, at its sole discretion, update, modify, or enhance the Studio Platform from time to time. Such updates may include corrections, improvements, new features, or updates to reflect changes in applicable laws, regulations, taxonomy versions, or accounting standards. Prevector shall use reasonable efforts to notify Client of significant updates that may materially affect Client's use of the Studio Platform.
Article 4B — MCP Server Products
4B.1 Description
Prevector MCP Servers are infrastructure solutions that provide structured access to regulatory, accounting, auditing, tax, and sustainability reporting standards for use with artificial intelligence systems. The MCP Server Products retrieve and provide specific, limited content relevant to AI inference and response generation. MCP Server Products do not process, store, or have access to Client's confidential business data.
4B.2 Licence Grant
Subject to the terms of the Agreement and payment of applicable fees, Prevector grants Client a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the MCP Server Products during the Subscription Period solely for Client's internal business purposes and in accordance with the Documentation and Usage Limits.
4B.3 Product Tiers
Prevector offers the MCP Server Products in different subscription tiers, each with specific Usage Limits, rate limits, and features as specified in the Agreement. The specific tier, Usage Limits, included features, and support levels applicable to Client shall be set forth in the Agreement.
4B.4 Delivery and Access
Upon the Effective Date and receipt of payment (if applicable), Prevector shall provide Client with API Credentials and access to the Documentation. Client is solely responsible for maintaining the confidentiality and security of its API Credentials. Client shall immediately notify Prevector of any unauthorised use or suspected compromise of API Credentials.
4B.5 Updates and Modifications
Prevector may, at its sole discretion, update, modify, or enhance the MCP Server Products from time to time. Such updates may include corrections, improvements, new features, or updates to reflect changes in applicable laws, regulations, or standards. Updates shall be automatically applied or made available to Client. Prevector shall use reasonable efforts to notify Client of significant updates that may materially affect Client's use of the Products. Client acknowledges that updates to regulatory content (such as accounting standards, tax laws, or sustainability reporting requirements) are essential to the value of the Products and may not be refused.
Article 5 — Services
5.1 Prevector may provide professional Services to Client as specified in the Agreement. Services may include, but are not limited to: implementation support, including configuration, testing, and training; onboarding sessions; workshops and training sessions; and custom development services.
5.2 Prevector shall perform the Services with reasonable care and skill in accordance with generally accepted professional standards. The specific scope, deliverables, timeline, and acceptance criteria for Services shall be set forth in the Agreement or a separate statement of work.
5.3 Client shall provide Prevector with all information, access, and cooperation reasonably necessary for Prevector to perform the Services. Client acknowledges that Prevector's ability to perform the Services is dependent upon Client's timely cooperation and that any delays caused by Client may result in additional fees and extended timelines.
5.4 For custom development Services, the Agreement shall specify the project phases, milestones, deliverables, and acceptance criteria. Unless otherwise agreed in writing, all Intellectual Property Rights in custom developments shall remain with Prevector, and Client shall receive a licence to use such developments in accordance with Article 4A.2 or Article 4B.2, as applicable.
Article 6 — Support and Maintenance
6.1 Prevector shall provide technical support for the Products via email during regular business hours (Central European Time). Prevector shall use reasonable efforts to respond to support requests within one (1) business day.
6.2 Enhanced support options, including extended support hours and dedicated support channels, may be available as specified in the Agreement.
6.3 Prevector may perform scheduled maintenance on the Products from time to time. Prevector shall use reasonable efforts to provide advance notice of scheduled maintenance that may affect Product availability and to schedule such maintenance during off-peak hours.
6.4 Support does not include: (a) issues caused by Client's misuse or modification of the Products; (b) issues arising from Client's systems, networks, or third-party software; (c) training or consulting beyond the scope of technical support; or (d) support for deprecated versions of the Products.
Article 7 — Fees and Payment
7.1 Fees
Client shall pay to Prevector the fees specified in the Agreement. All fees are stated in Euro (EUR) and are exclusive of applicable taxes.
7.2 Studio Platform Fees
For the Studio Platform, fees are payable per Credit or per bundle of Credits, as specified in the Agreement. Payment terms for bundles (including any instalment arrangements) shall be set forth in the Agreement or the applicable Quote.
7.3 MCP Server Fees
For MCP Server Products, Prevector shall invoice Client at the start of each Subscription Period. The applicable fees, tier, and billing frequency shall be set forth in the Agreement.
7.4 Services Fees
For Services, Prevector shall invoice Client upon completion of the Services or, for custom development projects, upon completion of each milestone as specified in the Agreement.
7.5 Payment Terms
Unless otherwise specified in the Agreement, payment is due within fourteen (14) days of the invoice date. Payment shall be made by bank transfer to the account specified on the invoice.
7.6 Late Payment
In the event of late payment, Prevector shall be entitled to charge statutory commercial interest (handelsrente) as provided under Section 6:119a of the Dutch Civil Code, calculated from the due date until the date of actual payment. Prevector shall also be entitled to recover reasonable extrajudicial collection costs (buitengerechtelijke incassokosten) in accordance with the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten), including the minimum statutory amount of forty euros (€40).
7.7 Price Changes
Prevector may adjust the fees for Products and Services. For ongoing MCP Server subscriptions, Prevector shall provide Client with at least ninety (90) days' written notice prior to any fee increase. Fee increases shall apply from the start of the next Subscription Period following the notice period. For Studio Platform Credits, Prevector shall provide Client with at least thirty (30) days' written notice of changes to list prices. Credits already purchased shall not be affected by price changes.
7.8 Taxes
All fees are exclusive of value-added tax (BTW) and any other applicable taxes, levies, or duties. Client shall be responsible for payment of all such taxes (excluding taxes based on Prevector's income). If Prevector is required to collect or pay any taxes on behalf of Client, such taxes shall be invoiced to and paid by Client.
Article 8 — Intellectual Property
8.1 Prevector's Intellectual Property
Prevector and its licensors retain all right, title, and interest in and to the Products, Services, Documentation, and all related Intellectual Property Rights, including all modifications, improvements, and derivative works thereof. Nothing in the Agreement shall be construed as transferring any Intellectual Property Rights to Client, except for the limited licence expressly granted herein.
8.2 Client Data
Prevector does not claim any Intellectual Property Rights in Client Data. Client retains all right, title, and interest in and to its Client Data, including financial statements generated through the Studio Platform from Client Data.
8.3 Trademarks
"Prevector" and the Prevector logo are trademarks of Prevector B.V., registered or pending registration with the European Union Intellectual Property Office (EUIPO). Client shall not use Prevector's trademarks without prior written consent, except as necessary to identify the source of the Products in accordance with applicable trademark law.
8.4 Restrictions
Client shall not, and shall not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works based on the Products;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or data structures of the Products;
(c) sublicence, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Products to any third party;
(d) remove, alter, or obscure any proprietary notices, labels, or marks on the Products or Documentation;
(e) use the Products to develop a competing product or service.
8.5 Feedback
If Client provides any suggestions, ideas, enhancement requests, or other feedback regarding the Products or Services ("Feedback"), Prevector shall have a royalty-free, worldwide, irrevocable, perpetual licence to use, modify, and incorporate such Feedback into its products and services without any obligation to Client.
Article 9 — Fair Use and Acceptable Use
9.1 Usage Limits
Client's use of the Products is subject to the Usage Limits specified in the Agreement. For the Studio Platform, Usage Limits include the number of Credits purchased and the number of authorised users. For MCP Server Products, Usage Limits may include maximum number of API calls per month, maximum rate of API calls per second, and number of authorised MCP Server instances. The specific Usage Limits applicable to Client shall be set forth in the Agreement.
9.2 Prohibited Uses
Client shall not, and shall not permit any third party to:
(a) use the Products in excess of the Usage Limits or in a manner that could damage, disable, overburden, or impair the Products or interfere with any other party's use of the Products;
(b) attempt to gain unauthorised access to the Products, related systems, or networks;
(c) use the Products to store, transmit, or process any content that is unlawful, harmful, threatening, abusive, or otherwise objectionable;
(d) use automated means (including scripts, bots, or scrapers) to bulk download, extract, or copy the content or data accessible through the Products, except through the intended API interfaces;
(e) resell, sublicence, or otherwise make the Products available to third parties, whether for a fee or otherwise;
(f) benchmark or conduct performance testing of the Products without Prevector's prior written consent;
(g) use the Products in any manner that violates applicable laws or regulations;
(h) submit data to the Studio Platform that Client does not have the right to process or that would cause Prevector to violate applicable data protection law.
9.3 Monitoring and Enforcement
Prevector may monitor Client's use of the Products for compliance with the Usage Limits and these terms. In the event of any violation, Prevector may, in its sole discretion and without prejudice to any other rights or remedies: (a) issue a warning to Client; (b) temporarily suspend Client's access to the Products; or (c) terminate the Agreement in accordance with Article 13.
Article 10 — Confidentiality
10.1 Each Party (the "Receiving Party") agrees to hold in confidence and not disclose to any third party any Confidential Information received from the other Party (the "Disclosing Party"), except as expressly permitted under this Agreement.
10.2 Confidential Information includes, but is not limited to: the Products (including source code, algorithms, and architecture); Client Data; pricing terms; business strategies and plans; and any other information that is marked as confidential or that a reasonable person would understand to be confidential.
10.3 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; (d) is independently developed by the Receiving Party without use of the Confidential Information; or (e) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt notice and cooperates in seeking a protective order.
10.4 The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.
10.5 The obligations of confidentiality shall survive termination of the Agreement and continue for a period of five (5) years thereafter, or for as long as the information remains a trade secret under applicable law, whichever is longer.
Article 11 — Data and Privacy
11.1 Studio Platform — Client Data Processing
(a) Client acknowledges and agrees that the Studio Platform processes Client Data, which may include confidential business data of Client's clients, in order to provide the platform's core functionality. This processing includes, but is not limited to: receiving and storing uploaded trial balance data; AI-assisted account mapping; deterministic computation of financial figures; AI generation of textual content; interactive editing; and export of financial statements.
(b) Prevector processes Client Data solely for the purpose of providing the Studio Platform to Client in accordance with the Agreement. Prevector shall not use Client Data for any other purpose, including but not limited to training or improving artificial intelligence models, providing services to other clients, or any form of secondary use.
(c) The processing of Client Data is governed by the Data Processing Addendum, which forms an integral part of the Agreement. Client shall not use the Studio Platform until the Data Processing Addendum has been executed by both Parties.
(d) Prevector engages sub-processors in the provision of the Studio Platform. A current list of sub-processors, including their roles, categories of data processed, and data locations, is maintained in Prevector's Privacy Policy and in the Data Processing Addendum. Prevector shall notify Client of any intended changes to its sub-processors in accordance with the Data Processing Addendum.
11.2 MCP Server Products — No Client Data Processing
Client acknowledges and agrees that the MCP Server Products do not process, store, or have access to Client's confidential business data, client files, or personal data. The MCP Server Products function as infrastructure solutions that provide access to standardised regulatory and compliance content. Any data processed by Client's AI systems in connection with the use of the MCP Server Products remains solely within Client's systems and under Client's control.
11.3 Technical and Usage Data
In connection with both the Studio Platform and the MCP Server Products, Prevector collects and processes the following categories of data:
(a) Account Information: data necessary to authenticate Client and provide access to the Products, including contact person name, email address, and organisation details;
(b) Usage Data: information about Client's use of the Products, including feature usage, timestamps, and (for MCP Server Products) API call volumes, for purposes of monitoring Usage Limits, billing verification, performance optimisation, and service improvement;
(c) Anonymised Query Logs: anonymised records of interactions with the Products, collected solely for the purpose of improving platform functionality. Such logs are anonymised and cannot be linked to individual Clients or users;
(d) Error Logs: diagnostic information for troubleshooting purposes, which may temporarily include contextual information. Prevector applies data minimisation principles to error logs and retains them for a limited period as specified in the Privacy Policy.
11.4 GDPR Compliance
To the extent that Prevector processes personal data in connection with the Agreement, such processing shall be conducted in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Dutch GDPR Implementation Act (Uitvoeringswet AVG), and Prevector's Privacy Policy. Further details on data processing, data subject rights, international transfers, and sub-processors are set out in the Privacy Policy and, where applicable, the Data Processing Addendum.
11.5 Data Security
Prevector implements appropriate technical and organisational measures to protect data against unauthorised access, alteration, disclosure, or destruction. These measures include, but are not limited to, encryption in transit and at rest, access controls, organisation-scoped data isolation, and regular security assessments.
11.6 Data Retention
(a) Client Data processed through the Studio Platform is retained for the duration of the contractual relationship and for a period of seven (7) years thereafter, in accordance with Dutch statutory retention requirements (Algemene wet inzake rijksbelastingen, Article 52).
(b) Upon termination of the Agreement and expiry of the statutory retention period, Prevector shall securely delete or anonymise Client Data.
(c) Client may request earlier deletion of specific Client Data, subject to applicable statutory retention obligations. Prevector shall comply with such requests within thirty (30) days, except to the extent that retention is required by law.
Article 12 — Artificial Intelligence and Disclaimer
12.1 Use of AI in the Studio Platform
Client acknowledges that the Studio Platform uses artificial intelligence models to perform certain functions, including but not limited to: proposing account mappings from trial balance data; generating accounting policy descriptions and disclosure narratives; conducting compliance reviews against applicable accounting standards; and generating advisory reports. Client further acknowledges that Prevector selects and configures the AI models used in the Studio Platform at its sole discretion and may change or replace such models from time to time.
12.2 Deterministic Computation
Client acknowledges that all financial figures, numeric tables, primary statements (balance sheet, profit and loss account, equity statement of changes), movement schedules, maturity analyses, and arithmetic results within financial statements generated by the Studio Platform are produced by a deterministic computation engine. This computation engine derives results exclusively from the confirmed account mapping, the uploaded trial balance, any supplemental data provided by Client, and the applicable taxonomy structure. Artificial intelligence models are not involved in the production of Computed Financial Data.
12.3 No Professional Advice
The content generated by or accessible through the Products is provided for informational purposes only and does not constitute legal, tax, accounting, audit, or other professional advice. Client should consult qualified professionals for advice on specific matters. Prevector is not a law firm, accounting firm, tax adviser, or audit firm and does not provide professional services of such nature through the Products.
12.4 Client Responsibility for Output
Client is solely responsible for reviewing, verifying, editing, and approving all output generated by the Studio Platform before filing, publishing, distributing, or otherwise relying upon such output. This includes, but is not limited to: verifying the accuracy and completeness of all financial figures; reviewing the appropriateness of AI-Generated Content in the context of the specific entity; ensuring compliance with applicable laws, regulations, and accounting standards; and making any necessary corrections or additions.
12.5 Accuracy Disclaimer
While Prevector uses reasonable efforts to ensure the accuracy and quality of the Products, Prevector does not warrant that the output of the Studio Platform or the content accessible through the MCP Server Products is complete, accurate, current, or error-free. Accounting standards, laws, and frameworks are subject to change, interpretation, and amendment. Client should independently verify all content before reliance.
12.6 Human Oversight
Client agrees to maintain appropriate human oversight over any financial statements, decisions, or actions informed by the Products, particularly in domains such as financial reporting, statutory filing, audit, and regulatory compliance. Client acknowledges that the output of the Studio Platform is intended as a professional tool to assist qualified accountants and shall not be used as a substitute for professional judgement.
12.7 EU Artificial Intelligence Act
(a) To the extent that the Studio Platform or its output constitutes or is part of an AI system as defined under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), Prevector has designed the Studio Platform with the following provisions:
Full audit trail: all AI agent steps, model invocations, tool calls, and decisions are logged and traceable per Engagement;
Human-in-the-loop: all AI-generated output requires review and approval by Client before use;
Data provenance: every output element is traceable to its input sources;
Transparency: AI-Generated Content is distinguishable from Computed Financial Data within the platform.
(b) Client is responsible for its own compliance with the EU Artificial Intelligence Act in connection with its use of the Products, including any obligations applicable to deployers of AI systems.
Article 13 — Term and Termination
13.1 Term
The Agreement shall commence on the Effective Date and continue for the initial term specified in the Agreement. For MCP Server Products, the minimum Subscription Period shall be as specified in the Agreement. For the Studio Platform, the Agreement shall continue for so long as Client holds valid, unexpired Credits, unless terminated earlier in accordance with this Article.
13.2 Renewal
For MCP Server subscriptions, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Period, the Agreement shall automatically renew for successive periods equal to the initial Subscription Period, at the then-current pricing.
13.3 Termination for Cause
Either Party may terminate the Agreement immediately upon written notice if: (a) the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) the other Party becomes insolvent, files for bankruptcy, or has a receiver or administrator appointed over its assets; or (c) the other Party ceases to conduct business in the normal course.
13.4 Termination by Prevector
Without prejudice to Article 13.3, Prevector may suspend or terminate Client's access to the Products immediately and without prior notice if: (a) Client fails to pay any fees when due; (b) Client's use of the Products poses a security risk or may cause harm to Prevector, the Products, or other clients; or (c) Client violates the acceptable use provisions of Article 9.
13.5 Termination for Convenience
Either Party may terminate the Agreement for any reason upon ninety (90) days' prior written notice to the other Party. In the event of termination for convenience by Prevector, Client shall receive a pro-rata refund of any prepaid MCP Server subscription fees for the unused portion of the Subscription Period. Studio Platform Credits that have been purchased but not yet consumed shall remain valid until their expiry date, notwithstanding termination. In the event of termination for convenience by Client, no refund shall be due for purchased Credits or for the remaining Subscription Period of MCP Server Products.
13.6 Effect of Termination
Upon termination or expiration of the Agreement: (a) all rights and licences granted to Client shall terminate, subject to any remaining Credit validity period under Article 13.5; (b) Client's access credentials shall be revoked and access to the Products disabled; (c) Client shall immediately cease all use of the Products; (d) each Party shall return or destroy all Confidential Information of the other Party; and (e) Client shall pay all fees accrued up to the date of termination.
13.7 Data After Termination
Following termination, Prevector shall retain Client Data in accordance with Article 11.6. Client may request export of its Client Data within thirty (30) days following termination. After the applicable retention period, Prevector shall securely delete Client Data.
13.8 Survival
The following provisions shall survive termination or expiration of the Agreement: Article 1 (Definitions), Article 7 (Fees and Payment) with respect to amounts accrued prior to termination, Article 8 (Intellectual Property), Article 10 (Confidentiality), Article 11 (Data and Privacy), Article 12 (AI Disclaimer), Article 14 (Warranty Disclaimer), Article 15 (Limitation of Liability), Article 16 (Indemnification), and Article 17 (General Provisions).
Article 14 — Warranty Disclaimer
14.1 EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREVECTOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.
14.3 PREVECTOR DOES NOT WARRANT THAT: (A) THE PRODUCTS WILL MEET CLIENT'S REQUIREMENTS; (B) THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE OUTPUT OF THE STUDIO PLATFORM OR THE CONTENT ACCESSIBLE THROUGH THE MCP SERVER PRODUCTS IS ACCURATE, COMPLETE, OR CURRENT; OR (D) ERRORS WILL BE CORRECTED.
14.4 CLIENT ACKNOWLEDGES THAT THE PRODUCTS DEPEND ON THIRD-PARTY INFRASTRUCTURE (INCLUDING CLOUD HOSTING SERVICES AND AI MODEL PROVIDERS) AND THAT PREVECTOR DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE AVAILABILITY OR PERFORMANCE OF SUCH THIRD-PARTY SERVICES.
14.5 CLIENT ACKNOWLEDGES THAT THE STUDIO PLATFORM IS A PROFESSIONAL TOOL INTENDED TO ASSIST QUALIFIED ACCOUNTANTS AND THAT THE QUALITY AND ACCURACY OF THE OUTPUT DEPENDS IN PART ON THE QUALITY AND COMPLETENESS OF THE INPUT DATA PROVIDED BY CLIENT.
Article 15 — Limitation of Liability
15.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Liability Cap. SUBJECT TO ARTICLE 15.3, THE TOTAL CUMULATIVE LIABILITY OF PREVECTOR ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PREVECTOR UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Exclusions from Cap. The limitations set forth in this Article 15 shall not apply to: (a) liability arising from a Party's gross negligence (grove schuld) or wilful misconduct (opzet); (b) Client's payment obligations under the Agreement; (c) Prevector's obligations under the Data Processing Addendum with respect to personal data breaches; or (d) liability that cannot be limited or excluded under applicable law.
15.4 Indemnification Cap. Prevector's aggregate liability under its indemnification obligations in Article 16.1 shall be subject to the cap set forth in Article 15.2.
15.5 Basis of the Bargain. Client acknowledges that the fees charged by Prevector reflect the allocation of risk set forth in this Article 15 and that Prevector would not enter into the Agreement without these limitations.
Article 16 — Indemnification
16.1 Indemnification by Prevector
Subject to the limitations set forth in Article 15, Prevector shall defend, indemnify, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from allegations that the Products, as provided by Prevector and used in accordance with the Agreement, infringe any third-party Intellectual Property Rights. Prevector's obligations under this Article 16.1 shall not apply to the extent that a claim arises from: (a) Client's modification of the Products; (b) Client's combination of the Products with other products, services, or data not provided by Prevector; (c) Client's use of the Products in violation of the Agreement; or (d) Third-Party Content.
16.2 Indemnification by Client
Client shall defend, indemnify, and hold harmless Prevector from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Client's use of the Products in violation of the Agreement or applicable law; (b) Client's reliance on, filing, publication, or distribution of output generated by the Studio Platform without adequate review and verification as required under Article 12.4; (c) any claim that Client's data or content infringes third-party rights; or (d) Client's breach of any representation or warranty under the Agreement.
16.3 Indemnification Procedures
The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim; (b) give the indemnifying Party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying Party at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that admits liability on behalf of the indemnified Party or imposes obligations on the indemnified Party without the indemnified Party's prior written consent.
Article 17 — General Provisions
17.1 Governing Law
The Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
17.2 Dispute Resolution
The Parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement through negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either Party may submit the dispute to mediation administered by the Netherlands Arbitration Institute (NAI) in accordance with its mediation rules. If mediation fails to resolve the dispute within sixty (60) days of commencement, either Party may submit the dispute to the exclusive jurisdiction of the competent courts in The Hague, the Netherlands.
17.3 Assignment
Neither Party may assign or transfer the Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of the Agreement.
17.4 Notices
All notices required or permitted under the Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by internationally recognised overnight courier. Notices to Prevector shall be sent to contact@prevector.ai. Notices to Client shall be sent to the address or email specified in the Agreement.
17.5 Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) if such failure or delay results from circumstances beyond the Party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, failures of third-party telecommunications or power supply, cyberattacks on third-party infrastructure providers, or disruptions to third-party AI model services. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact of the force majeure event.
17.6 Entire Agreement
The Agreement, including these General Terms and Conditions, the Data Processing Addendum (where applicable), and any exhibits, schedules, or addenda thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter.
17.7 Severability
If any provision of the Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect.
17.8 Waiver
The failure of either Party to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement shall only be effective if in writing and signed by the waiving Party.
17.9 Independent Contractors
The relationship between the Parties is that of independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
17.10 Language
These General Terms and Conditions are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.
17.11 Complaints
Client may submit complaints regarding the Products or Services to Prevector at contact@prevector.ai. Prevector shall acknowledge receipt of the complaint within five (5) business days and shall use reasonable efforts to investigate and respond to the complaint within thirty (30) days.
17.12 Anti-Corruption
Each Party represents and warrants that it has not and will not, directly or indirectly, offer, pay, promise, or authorise the payment of any money, gift, or anything of value to any government official, political party, or any other person for the purpose of influencing any act or decision to obtain an improper advantage in connection with this Agreement. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the Dutch Criminal Code provisions on bribery (Articles 177 and 328ter of the Wetboek van Strafrecht) and, where applicable, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Article 18 — Pilot Programme
18.1 Prevector may offer a Pilot Programme to selected Clients. The Pilot Programme is a paid, time-limited engagement designed to evaluate the Studio Platform with real client data.
18.2 The terms of the Pilot Programme, including the number of Credits, pricing, duration, support commitments, and evaluation criteria, shall be specified in the Agreement or a separate pilot agreement.
18.3 Pilot Programme Credits are subject to the same terms as standard Credits under Article 4A.3, unless otherwise specified in the pilot agreement.
18.4 Client acknowledges that the Studio Platform may be at a pre-release or minimum viable product stage during a Pilot Programme. Prevector shall use reasonable efforts to address bugs and issues reported by Client during the pilot period, but does not warrant that all issues will be resolved within the pilot duration.
18.5 Upon completion of the Pilot Programme, Client may continue using the Studio Platform by purchasing additional Credits at the then-applicable pricing. Any transition terms (including any preferential pricing for pilot participants) shall be specified in the Agreement.
— End of General Terms and Conditions —
Prevector B.V.
Version 2.0 — Effective 1 April 2026
contact@prevector.ai | www.prevector.ai