Terms of Service

1Definitions

The following capitalised terms have the meanings set out below.

2The Platform and Services

2.1 Description of Services. Cuchilla Connect provides a cloud-based software platform for padel clubs, racket sports clubs and sports facility operators. The Platform includes, among other things:

• Player CRM: player profiles, contact management, segmentation, tagging, churn-risk scoring and activity timelines.
• Marketing automation: automated communication workflows, win-back campaigns, open-match and off-peak notifications, event and tournament promotions and behaviour-triggered messaging.
• Omnichannel messaging: email campaigns, WhatsApp messaging through the WhatsApp Business API and SMS, with template management and scheduling.
• AI-assisted features: campaign copy suggestions, send-time optimisation, churn prediction and automated court-filling workflows (see Section 7.9).
• Analytics and reporting: player activity, campaign performance, revenue attribution and court utilisation.
• Integrations with third-party booking systems, email and messaging providers and payment processors, as technically and contractually available (see Section 8).
• User management: role-based access control, multi-user support and audit logging.

2.2 Service availability. Cuchilla Connect uses commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for: scheduled maintenance, notified at least 48 hours in advance where reasonably possible; emergency maintenance to address critical security vulnerabilities or system failures; and downtime caused by Third-Party Services, force majeure or other circumstances beyond Cuchilla Connect's reasonable control. Cuchilla Connect does not guarantee uninterrupted or error-free operation. The Services are provided subject to the warranties in Section 10.

2.3 Service modifications. Cuchilla Connect may modify, update, enhance or discontinue features of the Platform. Where a modification materially reduces the functionality available under the Customer's current Subscription Plan, Cuchilla Connect gives at least 30 days' written notice, and the Customer may terminate the Agreement without penalty if the reduction takes effect within its current billing period. Cuchilla Connect will not make changes that materially reduce the overall level of security or data protection of the Services.

2.4 Beta and preview features. Cuchilla Connect may offer beta, preview or experimental features. These are provided "as is", may be changed or discontinued at any time and are excluded from service level commitments. Beta features are subject to the same data protection and security obligations as the rest of the Services.

2.5 Onboarding and implementation. Where onboarding, configuration, data import or training is included in the Subscription Plan or an Order Form, Cuchilla Connect performs it with reasonable professional skill and care. The Customer provides timely access to the information, authorisations and personnel reasonably required. Integration credentials are only provided through the secure methods offered in the Platform, never by email or chat. Delays caused by the Customer or a Third-Party Service do not entitle the Customer to a reduction of Subscription Fees.

3Account registration and access

3.1 Registration. To access the Services, the Customer registers an account with accurate, complete and current information. The Customer warrants that the person completing the registration is authorised to bind the Customer to these Terms.

3.2 Account information. The Customer keeps all account and billing information accurate throughout the term and updates it promptly after any change. Cuchilla Connect is not liable for failures or errors resulting from inaccurate account information.

3.3 Credentials and security. Login credentials, including usernames, passwords and API keys, are personal and confidential. The Customer must: (a) not share credentials between individuals; (b) use strong, unique passwords; (c) enable multi-factor authentication for every Authorised User with administrator rights, which the Platform requires for such users; (d) notify Cuchilla Connect immediately at security@cuchilla.nl of any suspected unauthorised access or compromise of credentials or Integration tokens; and (e) ensure that Authorised Users comply with these Terms and with the Customer's own security policies. The Customer is responsible for activity under its account, except to the extent caused by Cuchilla Connect's breach of these Terms or the DPA.

3.4 Authorised Users. The number of Authorised Users permitted under each Subscription Plan is set out in the Order Form or the published plan documentation. Authorised Users must be employees, contractors or agents acting on behalf of the Customer. The Customer may not grant access to third parties for the purpose of reselling or sublicensing the Services.

3.5 Suspension of access. Cuchilla Connect may suspend or restrict access to the Platform, in whole or in part, in case of: non-payment of Subscription Fees after the due date and notice under Section 6.5; a material breach of these Terms, including prohibited use under Section 4; a reasonable suspicion of fraud, abuse or a security threat affecting the Platform or other customers; or an instruction from a competent authority. Cuchilla Connect gives prior notice where possible, except where immediate action is needed to protect the security or integrity of the Platform or other customers. Suspension never results in deletion of Customer Data. Access is restored promptly once the issue is resolved.

3.6 Administrators and access reviews. The Customer appoints at least one administrator who manages Authorised Users. The Customer removes access for Authorised Users who leave or no longer need it without delay and reviews its list of Authorised Users at least every six months. Cuchilla Connect personnel access a Customer account only to provide support, onboarding or security, on a need-to-know basis, and such access is logged.

4Acceptable use

4.1 Permitted use. The Customer may use the Platform solely for its own internal business operations in managing its club or sports facility, including communicating with its registered players and members. Any use outside the scope of the Subscription Plan or these Terms requires Cuchilla Connect's prior written consent.

4.2 Prohibited conduct. The Customer must not, and must ensure that its Authorised Users do not:

• (a) upload, transmit or process content that infringes any Intellectual Property Right, privacy right or other right of a third party;
• (b) send spam, unsolicited commercial messages or communications that violate applicable law, including the Dutch Telecommunications Act (Telecommunicatiewet), the ePrivacy Directive, the WhatsApp Business Policy or other messaging rules;
• (c) transmit false, misleading, defamatory, discriminatory, harassing or otherwise unlawful content;
• (d) decompile, disassemble, reverse engineer or otherwise try to derive source code, model weights or trade secrets from the Platform;
• (e) use scripts, bots, crawlers or scrapers to extract data from the Platform beyond what the official API permits;
• (f) try to bypass, disable or interfere with security controls, authentication or rate limits, or test the security of the Platform without written permission (good-faith vulnerability reports to security@cuchilla.nl are welcome, see our Security Statement);
• (g) use the Platform or information derived from it to build, benchmark or improve a competing product;
• (h) resell, sublicense, rent, lease or transfer access to the Platform without Cuchilla Connect's prior written consent;
• (i) upload or transmit malware or other malicious code;
• (j) upload special categories of personal data (Article 9 GDPR), such as health or medical data, or criminal data, unless agreed in writing with Cuchilla Connect.

4.3 Customer responsibility for communications. The Customer is responsible for ensuring that all communications sent through the Platform by email, WhatsApp or SMS comply with applicable law, including: obtaining and keeping valid consent records from End Users / Players for each channel where required; ensuring that consent is freely given, specific, informed and unambiguous; honouring opt-out and unsubscribe requests without undue delay; and complying with the terms of each messaging platform. Cuchilla Connect provides tools for consent and opt-out management but is not responsible for the Customer's compliance with communication laws. The Customer indemnifies Cuchilla Connect against claims, fines and penalties resulting from the Customer's failure to comply with this Section.

4.4 Sending volumes and fair use. Subscription Plans include defined messaging and player volumes. Where the Customer materially and repeatedly exceeds its plan limits, Cuchilla Connect notifies the Customer and the parties discuss an appropriate plan. If usage continues to exceed the limits after notice, Cuchilla Connect may charge excess usage at its then-current rates or apply rate limits. Cuchilla Connect may also apply technical limits where sending behaviour risks the deliverability, reputation or compliance of shared sending infrastructure.

5Trials, pilots and promotional offers

5.1 Trial Periods. Cuchilla Connect may offer a Trial Period with access to the Services free of charge or at a reduced fee. The duration, scope and conditions are those communicated to the Customer in writing or set out in the Order Form or promotional offer.

5.2 Terms during a Trial Period. These Terms apply in full during a Trial Period, except the payment obligations in Section 6 to the extent fees have been waived or reduced. Sections 4 (Acceptable use), 7 (Data protection), 9 (Intellectual property) and 12 (Confidentiality) and the DPA apply without limitation.

5.3 No service levels during a Trial Period. Services provided during a Trial Period are provided "as is", without service level commitments. Cuchilla Connect's obligations under Section 7 and the DPA apply in full. To the extent permitted by law, Cuchilla Connect's liability in connection with a Trial Period is excluded, except for the exceptions in Section 11.3 and liability under Section 11.5.

5.4 Transition to a paid subscription. Unless agreed otherwise in writing, the subscription continues on the applicable Subscription Plan at the end of the Trial Period and Subscription Fees are payable from the following day. Cuchilla Connect informs the Customer in writing of the plan and fee before the Trial Period ends. The Customer may notify Cuchilla Connect in writing before the end of the Trial Period that it does not wish to continue; access then ends on the last day of the Trial Period and no fees are payable.

5.5 Promotional offers. Promotional offers, such as introductory free periods or discounts, apply only to new Customers, only for the period stated and only if the Customer registers within the stated offer window. Offers cannot be combined unless expressly stated. Cuchilla Connect may withdraw or amend an offer at any time, without effect on offers already accepted.

5.6 Data after a Trial Period. Where the Customer does not continue to a paid subscription, Section 14.4 applies to the export and deletion of Customer Data, with the export window starting on the last day of the Trial Period.

6Subscriptions, pricing and payment

6.1 Subscription Plans. Cuchilla Connect offers several Subscription Plans with different features, usage limits and pricing. The Customer selects a plan at registration or in an Order Form. The plans currently offered are:

Current plan features, usage limits and pricing are published on the Cuchilla Connect website or set out in the Order Form, and form part of the Agreement. In case of conflict, the Order Form prevails. Custom enterprise plans and partner arrangements, including referral and white-label arrangements, are documented in a separate Order Form.

6.2 Subscription term. Subscriptions are monthly or annual. Annual subscriptions are invoiced annually in advance and have a minimum commitment of 12 months. Monthly subscriptions are invoiced monthly in advance.

6.3 Fees and taxes. All Subscription Fees are exclusive of VAT and other applicable taxes, which are payable by the Customer. Published fees do not include third-party costs such as WhatsApp conversation charges levied by Meta, SMS gateway fees, transactional email charges or payment processor fees. Such costs are either charged directly by the third party or passed through at cost.

6.4 Billing and payment. Invoices are issued in advance at the start of each billing period and are payable within 14 days of the invoice date, by the methods stated on the invoice. Card and bank details are processed by our payment provider; Cuchilla Connect does not store full card numbers.

6.5 Late payment. If payment is late, Cuchilla Connect may: charge statutory commercial interest (wettelijke handelsrente) from the due date until payment in full; charge reasonable collection costs where recovery action is required; and suspend access under Section 3.5 after giving at least 7 days' written notice of the outstanding amount. Suspension does not relieve the Customer of its payment obligations.

6.6 Price changes. Cuchilla Connect may adjust Subscription Fees no more than once per calendar year, with at least 30 days' notice. If the increase exceeds 10 per cent of the then-current Subscription Fee, the Customer may terminate the Agreement without penalty by written notice before the new pricing takes effect. Continued use after the effective date constitutes acceptance.

6.7 Refunds. Subscription Fees paid in advance are non-refundable, except where required by mandatory law or set out in these Terms, including termination after a material breach by Cuchilla Connect, an unacceptable price increase under Section 6.6, a material reduction of functionality under Section 2.3, an objection to a new Sub-processor under the DPA, or termination by Cuchilla Connect for convenience under Section 14.3. For annual subscriptions, Cuchilla Connect may at its discretion refund unused complete months on early termination.

6.8 Disputed invoices. The Customer raises any dispute about an invoice in writing within 14 days of the invoice date, with full details. Undisputed amounts remain payable by the due date.

7Data protection and privacy

7.1 Roles and DPA. For Player Data and other personal data processed through the Services on behalf of the Customer, the Customer is the controller and Cuchilla Connect is the processor within the meaning of the GDPR. The Data Processing Agreement published at www.cuchillaconnect.com/legal/dpa forms part of the Agreement and is accepted by the Customer when it accepts these Terms. On request, Cuchilla Connect countersigns a copy. In case of conflict on data protection matters, the DPA prevails over these Terms.

7.2 Customer responsibilities. As controller, the Customer is responsible for: a valid legal basis for all processing of Player Data; transparent privacy information to Players, including about profiling such as churn-risk scoring; valid consent for each communication channel where required; responding to data subject requests, with Cuchilla Connect's assistance under the DPA; and making sure the export of data from third-party booking systems to the Platform is permitted.

7.3 Cuchilla Connect as controller. Cuchilla Connect processes Customer account, contact, billing and usage data as controller, as described in its Privacy Policy at www.cuchillaconnect.com/legal/privacy.

7.4 Anonymised and aggregated data. Cuchilla Connect may use fully anonymised and aggregated data derived from use of the Platform, such as feature adoption rates and aggregate campaign benchmarks, to improve the Services and produce industry insights. Such data cannot be attributed to an individual Customer or End User. Cuchilla Connect never uses one Customer's Player Data for another Customer.

7.5 Sub-processors. Cuchilla Connect engages Sub-processors to deliver the Services. The current list, with locations and transfer mechanisms, is published at www.cuchillaconnect.com/legal/subprocessors. Cuchilla Connect informs the Customer at least 30 days before adding or replacing a Sub-processor, and the Customer may object as set out in the DPA.

7.6 Security. Cuchilla Connect implements and maintains the Security Measures, appropriate to the risk, and will not materially reduce the overall level of protection during the term. Customer Data is encrypted in transit and at rest and logically separated per Customer.

7.7 Personal Data Breaches. Cuchilla Connect notifies the Customer without undue delay, and in any case within 48 hours of becoming aware, of a Personal Data Breach affecting Customer personal data. The notice describes, as far as known, the nature of the breach, the categories and approximate number of data subjects and records, the likely consequences and the measures taken or proposed. Cuchilla Connect supports the Customer in its notifications to the supervisory authority and data subjects.

7.8 Audits. Cuchilla Connect makes available all information necessary to demonstrate compliance with Article 28 GDPR, including the Agreement, the DPA, the Security Measures and summaries of independent security assessments. The Customer may, once per year and on 30 days' notice, have an audit carried out by an independent auditor bound by confidentiality, at its own cost, unless the audit follows a Personal Data Breach caused by Cuchilla Connect or a supervisory authority requires it.

7.9 AI features. AI-assisted features use third-party model providers listed as Sub-processors. Cuchilla Connect does not use Customer Data or Player Data to train AI models and contracts only with providers that do not use it for training. AI outputs are suggestions; the Customer decides what is sent and to whom (see Section 10.4). No decision with legal or similarly significant effects on a Player is taken by automated means alone. The Customer can switch off AI features and exclude individual Players from scoring.

8Integrations and Third-Party Services

8.1 Nature of Integrations. The Platform can connect to Third-Party Services via APIs and webhooks, including booking and club management systems such as Playtomic, Bookaball, Padel Mates and MATCHi, the WhatsApp Business API provided by Meta, email delivery providers and payment processors. The availability and functionality of Integrations depend on the terms, rate limits and technical capabilities of the relevant Third-Party Service. Reference to a Third-Party Service does not imply endorsement or partnership unless stated in writing. A booking system connected by the Customer is not a Sub-processor of Cuchilla Connect; the Customer has its own agreement with that provider.

8.2 Customer authorisation. By configuring an Integration, the Customer authorises Cuchilla Connect to authenticate with the Third-Party Service using credentials or tokens provided by the Customer, to exchange Customer Data with it in line with the Customer's configuration, and to store authentication tokens in encrypted form for as long as the Integration is active. Tokens are deleted when the Customer disconnects the Integration or the Agreement ends.

8.3 Customer responsibilities for Integrations. The Customer is responsible for: maintaining valid API keys, tokens and authorisations; obtaining any permission required from the Third-Party Service provider for the export of data to the Platform; complying with the terms of each Third-Party Service; and notifying Cuchilla Connect promptly at security@cuchilla.nl if Integration credentials are compromised.

8.4 Third-Party Services. Cuchilla Connect does not control Third-Party Services and is not liable for loss or damage resulting from: changes to or discontinuation of a Third-Party Service or its API; errors, delays or data loss caused by a Third-Party Service; a Third-Party Service's failure to comply with the law or its own terms; or the suspension of the Customer's access to a Third-Party Service. Where an Integration that is material to the Customer stops being available, Cuchilla Connect informs the Customer and Section 2.3 applies.

8.5 WhatsApp Business API. Use of the WhatsApp Integration is subject to the WhatsApp Business Policy and applicable messaging rules. The Customer is responsible for valid opt-in from recipients before sending WhatsApp messages and for template approval requirements. Cuchilla Connect does not guarantee the approval of templates, the continued availability of a sender number or the delivery of any individual message.

9Intellectual property

9.1 Ownership of the Platform. All Intellectual Property Rights in the Platform, including software, source code, documentation, interfaces, databases, algorithms, models, trademarks and branding, remain the exclusive property of Cuchilla Connect and its licensors. Nothing in the Agreement transfers ownership to the Customer.

9.2 Licence. Subject to compliance with these Terms and payment of the Subscription Fees, Cuchilla Connect grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for its internal business purposes during the term of the Agreement.

9.3 Ownership of Customer Data. The Customer retains full ownership of all Customer Data. Cuchilla Connect acquires no rights in Customer Data other than a limited licence to process it as necessary to provide the Services, in accordance with these Terms and the DPA.

9.4 Feedback. If the Customer or an Authorised User provides suggestions or feedback about the Platform, Cuchilla Connect may use and incorporate it without restriction or compensation. Feedback does not include Customer Data.

9.5 Publicity. Neither party uses the other party's name, logo or trademarks in public marketing without prior written consent. Consent may be withdrawn on 30 days' written notice. Any case study, testimonial or quotation attributed to the Customer requires the Customer's prior written approval of the specific content.

9.6 Customer indemnity for infringement. The Customer warrants that Customer Data does not infringe third-party Intellectual Property Rights and indemnifies Cuchilla Connect against claims, damages and reasonable costs resulting from any alleged or actual infringement by Customer Data.

10Warranties and disclaimers

10.1 Cuchilla Connect warranties. Cuchilla Connect warrants that: it has the right and authority to enter into the Agreement and grant the licences in it; the Platform as provided does not knowingly infringe third-party Intellectual Property Rights; it provides the Services with reasonable professional skill and care, consistent with industry standards; and it complies with the data protection laws that apply to it as processor and as controller.

10.2 Customer warranties. The Customer warrants that: it has the authority to enter into the Agreement; all Customer Data and communications sent through the Platform comply with applicable law, including data protection, consumer protection and communications law; and it uses the Platform only in accordance with these Terms.

10.3 Disclaimer. To the extent permitted by law and except as expressly stated in the Agreement, the Platform is provided "as is" and "as available". Cuchilla Connect disclaims all other warranties, express or implied, including fitness for a particular purpose, and any warranty that the Platform will be uninterrupted or error-free or that AI-generated content, recommendations or predictions are accurate or complete. This disclaimer does not limit Cuchilla Connect's obligations under Section 7 and the DPA.

10.4 AI-assisted outputs. AI-assisted outputs, including campaign copy, churn scores, segment suggestions and send-time recommendations, are tools to support human decisions. They are not professional advice and should be reviewed by a person before use. The Customer remains responsible for the content of all communications sent through the Platform, including those created with AI features.

10.5 No guarantee of commercial results. Cuchilla Connect does not guarantee any particular commercial outcome, such as court occupancy, player retention, deliverability, response rate or revenue. Figures, benchmarks or examples in marketing materials, demonstrations or proposals are indicative only and do not form part of the Agreement.

11Limitation of liability

11.1 Cap on liability. To the extent permitted by law, Cuchilla Connect's total aggregate liability in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, does not exceed the total Subscription Fees paid by the Customer in the 12 months before the event giving rise to the claim. This cap applies in aggregate to all claims in any 12-month period, subject to Section 11.5.

11.2 Exclusion of indirect loss. To the extent permitted by law, Cuchilla Connect is not liable for loss of profits, revenue or anticipated savings; loss of business, contracts or goodwill; business interruption; or indirect, special, incidental, consequential or punitive damages. Loss or corruption of data is excluded only to the extent it is not caused by Cuchilla Connect's breach of Section 7 or the DPA.

11.3 Exceptions. Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; intent or deliberate recklessness (opzet of bewuste roekeloosheid) of its management; or any other liability that cannot be limited or excluded under Dutch or EU law.

11.4 Duty to mitigate. Each party takes reasonable steps to mitigate any loss it suffers in connection with the Services.

11.5 Data protection. For claims resulting from Cuchilla Connect's breach of Section 7 or the DPA, the cap in Section 11.1 is replaced by an amount equal to three times the Subscription Fees paid in the 12 months before the event giving rise to the claim. Fines imposed on a party by a supervisory authority remain with the party that caused them, to the extent permitted by law. Liability towards data subjects under Article 82 GDPR is not limited by this Section.

12Confidentiality

12.1 Obligations. Each party keeps the other party's Confidential Information confidential and uses it only to perform its obligations or exercise its rights under the Agreement, applying at least the care it applies to its own confidential information and in any case reasonable care. Customer Data is Confidential Information of the Customer.

12.2 Permitted disclosures. Confidential Information may be disclosed to employees, contractors, advisers or Sub-processors who need to know it for the Agreement and are bound by confidentiality obligations at least as protective as this Section. A party may disclose Confidential Information where required by law, court order or a regulator, after giving the other party prior notice where legally permitted.

12.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes public through no breach of these Terms; (b) was already known to the receiving party without restriction; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.

12.4 Survival. Confidentiality obligations survive termination of the Agreement for three years, and for Customer Data for as long as Cuchilla Connect holds it.

13Service levels and support

13.1 Standard support. Cuchilla Connect provides support by email at info@cuchilla.nl from 09:00 to 18:00 CET, Monday to Friday, excluding Dutch public holidays. Security issues can be reported at any time to security@cuchilla.nl. Cuchilla Connect aims to acknowledge support requests within one business day.

13.2 Severity levels.

Response times are targets, not guarantees. Enhanced service levels may be agreed in a separate enterprise agreement.

13.3 Planned maintenance. Cuchilla Connect gives at least 48 hours' notice of planned maintenance that may affect availability, by email or in the Platform. Emergency maintenance may be performed without notice where needed to address critical security or stability issues.

14Term and termination

14.1 Term. The Agreement starts on the date the Customer accepts these Terms, by registration, order confirmation or use of the Services, and continues until terminated under this Section.

14.2 Termination by the Customer. The Customer may terminate the Agreement:

• monthly subscriptions: at any time on one calendar month's written notice, effective at the end of the current billing month;
• annual subscriptions: on at least one calendar month's written notice before the end of the annual subscription period;
• immediately on written notice, if Cuchilla Connect commits a material breach that is not remedied within 30 days of written notice;
• immediately on written notice, in case of an unacceptable price increase under Section 6.6, a material reduction of functionality under Section 2.3 or an unresolved objection to a new Sub-processor under the DPA.

14.3 Termination by Cuchilla Connect. Cuchilla Connect may terminate the Agreement: immediately on written notice if the Customer commits a material breach, including non-payment or prohibited use, that is not remedied within 14 days of written notice; immediately on written notice if the Customer becomes insolvent, is declared bankrupt, enters into administration or liquidation or stops doing business; or on 30 days' written notice for any reason, with a pro-rata refund of prepaid Subscription Fees for the unused period.

14.4 Effects of termination. On termination or expiry of the Agreement:

• the Customer's licence to use the Platform ends;
• all outstanding amounts become immediately due;
• Cuchilla Connect gives the Customer 30 days to export its Customer Data in a common, machine-readable format (CSV or JSON) and assists with the export on request;
• after the export window, Cuchilla Connect deletes all Customer Data within 90 days, including from backups within 35 days of their rotation, unless EU or Dutch law requires longer retention, and confirms the deletion in writing on request;
• Integration tokens are revoked and deleted;
• each party returns or destroys the other party's Confidential Information on request.

14.5 Survival. Sections 1, 7 (for as long as Cuchilla Connect holds Customer Data), 9, 11, 12, 14.4, 15, 17 and accrued payment obligations survive termination.

15Force majeure

15.1 Definition. Neither party is liable for a failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government action, power outages, internet infrastructure failures, denial-of-service attacks or the failure of third-party suppliers. Force majeure does not release Cuchilla Connect from its obligations to protect Customer Data and to notify Personal Data Breaches.

15.2 Notification and mitigation. A party relying on force majeure notifies the other in writing as soon as reasonably possible, takes reasonable steps to limit the effects and resumes performance as soon as possible. If force majeure prevents performance for more than 60 consecutive days, either party may terminate the Agreement on 14 days' written notice without liability, other than payment of amounts already due.

16Changes to these Terms

16.1 Updates. Cuchilla Connect may update these Terms to reflect changes in its Services, business practices or applicable law. The current version and effective date are always shown at the top of this document and at www.cuchillaconnect.com/legal/terms. Previous versions are available on request.

16.2 Notice of material changes. For material changes, Cuchilla Connect gives at least 30 days' written notice by email to the registered account address before the changes take effect, unless a shorter period is required by law.

16.3 Acceptance. Continued use of the Services after the effective date of updated Terms constitutes acceptance. If the Customer does not agree, it may terminate the Agreement by written notice before the effective date, without penalty and with a pro-rata refund of prepaid fees for the unused period.

17Governing law and disputes

17.1 Governing law. The Agreement and any dispute arising from or in connection with it, including non-contractual disputes, are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

17.2 Amicable resolution. The parties first try to resolve any dispute through good-faith negotiation for at least 30 days after one party sends the other a written description of the dispute.

17.3 Jurisdiction. If the dispute is not resolved within 30 days, it is submitted exclusively to the competent court in Amsterdam, the Netherlands. This does not prevent either party from seeking urgent relief in any jurisdiction to protect its Intellectual Property Rights, Confidential Information or personal data.

18General provisions

18.1 Entire agreement. The Agreement, including the DPA, any Order Form and the documents referred to in it, is the entire agreement between the parties on its subject and supersedes all prior negotiations and agreements. General terms and conditions of the Customer do not apply. In case of conflict, the order of precedence is: (1) the DPA, for matters of data protection; (2) the Order Form; (3) these Terms of Service; (4) the Privacy Policy.

18.2 Amendments. Amendments to the Agreement are only effective if made in writing and signed or electronically accepted by authorised representatives of both parties, except for updates under Section 16.

18.3 Severability. If a provision is invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, and the remaining provisions remain in force.

18.4 Waiver. No failure or delay in exercising a right is a waiver of that right, and a waiver of one breach is not a waiver of a later breach.

18.5 Assignment. The Customer may not assign or transfer the Agreement without Cuchilla Connect's prior written consent. Cuchilla Connect may assign the Agreement to a successor in a merger, acquisition or sale of substantially all of its assets, on written notice to the Customer, provided the successor is bound by the same data protection obligations.

18.6 Notices. Notices must be in writing and sent by email with confirmation of receipt, or by registered post, to the addresses in the Agreement or Order Form. Notices to Cuchilla Connect go to info@cuchilla.nl; privacy matters to privacy@cuchilla.nl; security matters to security@cuchilla.nl. Email notices take effect on confirmation of receipt; postal notices three business days after sending.

18.7 Relationship of the parties. The parties are independent contractors. Nothing in the Agreement creates an employment, partnership, joint venture or agency relationship.

18.8 Language. The Agreement is drawn up in English. In case of conflict between the English version and a translation, the English version prevails.

19Contact

Cuchilla Connect B.V., Tweede Anjeliersdwarsstraat 8-C, 1015 NT Amsterdam, the Netherlands · KvK 42030628 · info@cuchilla.nl · www.cuchillaconnect.com