General SaaS and Subscription Terms

Introduction

These terms apply exclusively to business customers. An Order Form and the Data Processing Agreement together with these terms constitute one agreement.

Parties, Applicability and Interpretation

These terms apply to every offer, trial period, order and agreement in which HS Management & Beheer B.V. (hereinafter: 'Supplier') provides the REOVA service to a legal entity or natural person acting in a professional or business capacity (hereinafter: 'Tenant'). Consumers may not subscribe to REOVA under these terms.

The Agreement consists of the signed or electronically accepted Order Form, these General Terms, the Data Processing Agreement, the Acceptable Use Policy, the Service and Data Policy and the current Sub-processor List. In case of conflict, the following order of precedence applies: the Order Form, the Data Processing Agreement for data protection matters, these General Terms, the Service and Data Policy, the Acceptable Use Policy and the Sub-processor List.

Tenant's terms are expressly rejected. A deviation binds Supplier only if it is confirmed in writing by an authorized representative. The Dutch text is controlling, unless the Order Form expressly designates another authentic language.

Definitions

Formation and Authority

The Agreement is formed by signature, electronic acceptance by an authorized Tenant administrator, or actual use after the documents have been made available on a durable medium. Acceptance is recorded with document version and hash, commercial snapshot, identity, timestamp and technical evidence data.

The person accepting declares that they are authorized to bind Tenant. Tenant warrants that account, billing and business data are correct and current and that every User complies with this Agreement.

Service, Right of Use and Changes

During the Agreement, Supplier grants a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service internally within the agreed Tenant, plans, modules, quantities and limits. All rights not expressly granted are reserved.

Supplier may maintain, secure, improve and modify the Service. Material reduction of the core functionality of the paid plan will be announced in advance where reasonably possible. Supplier may replace obsolete or risky components if the essential user value is reasonably preserved.

For features designated as beta, preview, experimental or AI, they may change, be of limited availability and provide no guaranteed outcome. AI prepares and advises; Tenant remains responsible for human review and for decisions regarding publication, transmission, pricing, legal consequences and transactions.

Accounts, Security and Cooperation

• Tenant manages Users, roles, permissions and linked accounts and removes access as soon as it is no longer needed.
• Login credentials are personal. Tenant reports suspected misuse or loss immediately and takes reasonable security measures, including strong authentication where offered.
• Tenant provides timely information, decisions and cooperation necessary for setup, support, migration, incident handling and compliance.
• Tenant is responsible for lawful source data, correct instructions, its own business processes and independent verification of output.

Tenant Data, Intellectual Property and Feedback

Tenant retains its rights to Tenant Data. Tenant grants Supplier, for the duration and purpose of the Agreement, the rights necessary to host, process, secure, convert, present, back up and transmit Tenant Data on instruction.

Supplier and its licensors retain all rights to REOVA, software, models, interfaces, documentation, trade names, designs, generic know-how and improvements. Tenant acquires no ownership through payment or use.

Tenant warrants that Tenant Data and instructions do not infringe third-party rights and may lawfully be processed. Non-confidential feedback may be used by Supplier without compensation for improvement, provided no Tenant Data or trade secrets are recognizably published.

Subscription, Billing and Taxes

Plan, billing interval, currency, start date, price and any discount are stated in the Order Form. Unless otherwise specified, billing occurs in advance. Amounts are exclusive of VAT and other applicable levies.

Invoices are payable within fourteen days of invoice date or via the agreed payment method. Tenant may not set off, suspend or withhold payment, except to the extent mandatory law permits. Upon late payment, Tenant owes the statutory commercial interest and reasonable out-of-court collection costs after applicable notice of default.

Supplier may adjust prices for a subsequent renewal period with at least thirty days' prior notice. A discount or fixed price guaranteed in the Order Form remains valid during the period stated therein. Usage, additional modules, AI credits, external services and success fees may be billed separately.

Trial Period with a Registered Payment Method

The standard trial starts after the payment provider has confirmed a valid registered payment method and the trial subscription. The trial lasts exactly 14 × 24 hours from that provider-confirmed start time. During this period, the Subscription Fee is € 0 and no Success Fee arises. Before confirmation, REOVA displays the exact end date and the amount payable thereafter for the chosen plan.

The subscription continues automatically after the trial and the payment provider attempts to collect the agreed Subscription Fee, unless Tenant cancels before the trial ends. If Tenant cancels in time, operational access ends at the trial end time. If collection fails, the payment recovery status in the Service and Data Policy applies. A checkout redirect, payment-provider customer record or browser confirmation alone is not proof of a valid trial, payment method or payment.

When operational access ends, billing, support, contract information and available export or recovery actions remain accessible. Tenant Data is retained for at least sixty days after operational access ends for recovery purposes, unless extended or a statutory retention obligation applies. Reactivation requires an active paid subscription or a written exception.

This standard duration applies to new standard trials under this version. The agreed duration of previously issued written offers and existing tenant-specific agreements remains valid. Previously accepted trial end dates are not shortened. The offer and checkout display the applicable duration and end date.

Success Fees and Events

A Success Fee is separate from the Subscription Fee and a subscription discount, unless the Order Form expressly provides otherwise. The obligation, trigger, evidence source, amount, tax and correction rules follow from the Order Form or the price list accepted by Tenant. No Success Fee accrues during a trial.

Tenant provides accurate information about relevant events and disputes a success fee with reasons within fourteen days of invoice or report. A dispute suspends only the reasonably disputed portion.

Term, Renewal and Termination

The initial term and interval are stated in the Order Form. A monthly subscription renews each month and an annual subscription each year, unless one party terminates before the termination deadline stated in the Order Form. If no deadline is specified, Tenant may terminate at the latest before the new period; termination takes effect at the end of the already paid period.

A planned termination does not end paid rights prematurely. No refund is made for an already commenced period, unless mandatory law or the Order Form provides otherwise.

Suspension and Termination

Supplier may suspend access in whole or in part due to a security risk, prohibited use, legal order, serious or continuing breach, or payment default. Where reasonable, Supplier gives prior warning and a cure period; in acute risks, immediate action may be taken.

Either party may terminate the Agreement for a material breach that is not remedied within a reasonable period after written notice of default, or immediately upon insolvency or cessation of business to the extent legally permitted. Supplier may terminate when continuation would violate legislation or sanctions.

Availability, Support and Third Parties

Supplier endeavors as a diligent SaaS provider to ensure secure and usable availability. There is no guarantee of results or uninterrupted availability unless an separate SLA is expressly agreed in the Order Form. Maintenance, force majeure, internet disruptions and third-party dependencies may affect availability.

External services and integrations, including email, calendar, maps, real-time messaging, WhatsApp, payment and AI providers, have their own terms and availability. Supplier is not responsible for decisions, changes, blocks or outages of a third party beyond its reasonable control, but will take reasonable remedial or alternative measures where practical.

Confidentiality and Privacy

Parties keep confidential information confidential and use it solely for the Agreement. The obligation does not apply to information that was demonstrably public, lawfully obtained from a third party, independently developed or must be provided under law or order. The receiving party limits a mandatory disclosure where possible and informs in advance if permitted.

For processing of personal data on behalf, the Data Processing Agreement applies. For data for which Supplier is independently responsible as controller, the Privacy Statement applies. The rights of data subjects and powers of supervisory authorities are not affected by contractual restrictions.

Warranties and Exclusions

Supplier warrants that it provides the Service professionally and with reasonable care. To the extent legally permitted, all other express and implied warranties are excluded, including warranties that the Service is error-free, always available, achieves every business purpose, meets all sector-specific requirements of Tenant or that AI, source or third-party output is accurate and complete.

Tenant remains responsible for professional judgment, compliance with real estate, consumer, marketing, tax and other regulations, consent of data subjects, publication decisions, contracts with its own customers and back-ups or exports reasonably necessary for its business continuity.

Liability

Supplier is liable only for direct damage that is the direct result of an attributable breach, after Tenant has given Supplier written and sufficiently detailed notice of default and a reasonable cure period has passed unused, unless performance is permanently impossible.

To the extent legally permitted, Supplier is not liable for indirect or consequential damage, including loss of profit or revenue, missed savings or opportunities, business interruption, reputational damage, loss from decisions based on output, third-party claims and loss or damage to data. Reasonable direct costs to restore Tenant Data from an available and sound back-up are not excluded as consequential damage.

The total, aggregated liability of Supplier for all events and related events in one contract year is limited to the Subscription Fees that Tenant actually paid to Supplier in the twelve months immediately preceding the damage-causing event. VAT, AI or usage credits, success fees and passed-through or external costs do not count. If Tenant paid no Subscription Fee in that period, a total cap of € 100 applies.

The limitations apply regardless of the legal basis and also to assistants and sub-processors. They do not apply to the extent exclusion or limitation is not permitted under mandatory law, including damage resulting from intent or willful recklessness of Supplier's management and liability that cannot be contractually limited toward data subjects or supervisory authorities.

Tenant reports a possible claim no later than thirty days after discovering the relevant facts or reasonably should have discovered them, so that damage can be limited. Any legal action expires twelve months after the claim arises, to the extent the law permits such an expiration period.

Indemnification by Tenant

Tenant indemnifies Supplier against third-party claims and reasonable costs arising from unlawful Tenant Data, infringement of intellectual property rights, missing consent, prohibited communication, unauthorized use by Tenant or an instruction that violates law or this Agreement. The indemnification does not apply to the extent the claim is demonstrably caused by an attributable breach of Supplier. Supplier informs Tenant, allows Tenant to reasonably conduct the defense and provides reasonable cooperation.

Export, Retention and Deletion

After termination or lock, Tenant may request an available export during the applicable recovery period. Export format, scope, technical feasibility and secure delivery follow the Service and Data Policy. Supplier retains contract, invoice, audit, security and compliance evidence as long as necessary or legally required.

After the recovery period, the workspace is eligible for controlled deletion review; deletion is not automatic. Legal holds, disputes, statutory obligations, security investigations and technically separate back-up cycles may delay deletion. Data in back-ups remains shielded and is overwritten according to the cycle.

A Property Passport and the related real estate graph may be retained longer only if a valid basis, transparent information and appropriate access rules have been established before operational activation. Without that basis, the general deletion and retention system applies.

Force Majeure

No party is liable for non-performance due to a cause beyond reasonable control, such as large-scale internet or cloud outage, power failure, cyberattack despite appropriate measures, war, government action, epidemic, labor dispute or failure of essential infrastructure. Payment obligations for already delivered services remain. If force majeure lasts longer than sixty days, either party may terminate the affected portion without compensation.

Contract Transfer to Future Spanish S.L.

Tenant grants in advance cooperation with transfer of the contractual relationship to a Spanish sociedad limitada controlled by the same ultimate owner that continues REOVA. Supplier notifies the legal name, registration, VAT and contact details and the transfer date at least thirty days in advance on a durable medium. The transfer may not reduce Tenant's material rights of use and does not broaden the liability cap.

Until the notified transfer date, HS Management & Beheer B.V. remains the contracting party. After the transfer date, the S.L. steps in for future services, invoices, obligations and claims, to the extent legally possible. Already due obligations and liability for earlier events remain with the party on which they rest under applicable law. If additional cooperation is required for contract transfer, Tenant will not unreasonably withhold it.

Changes, Transfer and Communication

Supplier may amend these terms due to legislation, security, product development or business operations. Material amendments are announced at least thirty days in advance. If a material amendment materially adversely affects Tenant's position, Tenant may terminate before the effective date at the end of the current paid period, unless the amendment is necessary due to law or acute security.

Tenant may not transfer the Agreement without prior written consent, except upon transfer of the entire business where the transferee accepts all obligations in writing and poses no competitor or sanctions risk. Electronic service, security, billing and legal notices are deemed written and may be sent to the registered administrator and contact addresses.

Law, Forum and Final Provisions

The Agreement is governed exclusively by Dutch law. The Vienna Sales Convention is excluded. Disputes are submitted exclusively to the competent court of the District Court Midden-Nederland, location Utrecht, unless mandatory law designates another competent court.

Parties first attempt for at least thirty days to reach a business solution, without this preventing a necessary preliminary injunction or securing an expiration or limitation period. Invalidity of a provision does not affect the rest; parties replace it with a valid provision that approximates the purpose and economic effect as closely as possible. Failure to exercise or not immediately exercise a right does not mean that right is waived.