Master Subscription Agreement

In this MSA, the following terms have the meanings set out below:

1.1 "Cusmato"

Cusmato V.O.F., with registered office at Poelweg 18, Ederveen, Netherlands, KvK 91857643, VAT NL865795277B01.

1.2 "Customer"

the natural person or legal entity that creates an account or uses the Services.

1.3 "Agreement" or "MSA"

this Master Subscription Agreement, including all annexes and the DPA, as amended from time to time in accordance with Article 16.

1.4 "DPA"

the Cusmato Data Processing Addendum, published at https://www.cusmato.app/docs, which governs the parties' obligations regarding the processing of personal data and forms an integral part of this MSA.

1.5 "Services"

the full range of functionalities offered by Cusmato via the SaaS platform, including the AI-driven helpdesk, AI Studio, Team Chat, Invoice Processing and Product Management, as further described at https://www.cusmato.app/docs.

1.6 "Subscription"

the subscription type chosen by Customer, including the number of Seats, term and applicable fee, as set out in the Order Form or during the registration process.

1.7 "Order Form"

the (digital) order form or activation confirmation on which the Services, subscription type, term and fee are recorded.

1.8 "Seat"

a usage licence for one individual employee of Customer within the Cusmato platform (Agent Seat or equivalent).

1.9 "Customer Data"

all data, content and information that Customer enters, uploads or otherwise entrusts to the platform in connection with the use of the Services, including personal data of end-customers.

1.10 "Confidential Information"

all information that one party provides to the other and that reasonably should be considered confidential, including but not limited to technical architecture, commercial data, pricing, Customer Data and AI model parameters. Excluded is information that is or was publicly known without breach of a confidentiality obligation.

1.11 "Intellectual Property"

all patents, copyrights, database rights, trademarks, trade secrets and other intellectual property rights.

1.12 "Pilot Period"

the trial period of thirty (30) calendar days described in Article 5.

1.13 "Business Day"

a day from Monday to Friday, excluding official Dutch public holidays.

2.1 This MSA applies to all Services that Cusmato provides to Customer. The MSA prevails over any purchase or other terms of Customer, unless otherwise agreed in writing.

2.2Customer accepts this MSA by: (a) creating an account and using the Services; or (b) checking an acceptance box ("checkbox") during the registration or ordering process; or (c) signing an Order Form that references this MSA. Whichever occurs first constitutes valid acceptance.

2.3 The DPA applies automatically from the moment of acceptance of this MSA and is deemed to form an integral part of the Agreement. Cusmato and Customer act as Processor and Controller respectively within the meaning of the GDPR insofar as Customer Data contains personal data.

2.4 If Customer accepts the Services on behalf of a legal entity, the person acting declares to be authorised to bind that legal entity.

3.1 Cusmato grants Customer a non-exclusive, non-transferable right to use the Services during the term of the Agreement in accordance with the chosen Subscription.

3.2 Cusmato aims for Service availability of at least 99.5% per calendar month, measured at month level and excluding planned maintenance. Planned maintenance windows are announced at least 48 hours in advance via the platform status page or email.

3.3 Cusmato reserves the right to update, extend or modify the Services. Material changes that negatively affect the core functionality of the chosen Subscription are communicated to Customer in writing at least 30 calendar days in advance.

3.4 Customer is responsible for a proper internet connection and for managing account credentials and access rights of its Seats.

3.5 Customer is not permitted to use the Services for: (a) distributing malware or spam; (b) violating applicable laws or regulations; (c) reverse engineering or decompiling the software; (d) sublicensing or reselling the Services without prior written consent from Cusmato.

4.1 The Cusmato AI System operates by default in Concept Mode: the AI generates a draft response and proposed action for each incoming customer service ticket. An Agent designated by Customer reviews and approves this draft before sending it to the end-customer. Customer is fully responsible for the content of each approved and sent response.

4.2Customer may activate Auto-Resolution mode per question type, whereby the system — after proven stability (defined as: a consecutive period of at least fourteen (14) Business Days in which the Confidence Gate threshold of ≥ 90% is consistently achieved, as recorded in the AI Logs) and only at a Confidence Gate score of ≥ 90% — sends responses automatically without Agent intervention. Activating Auto-Resolution is at Customer's own initiative and risk.

4.3 Cusmato does not guarantee that AI-generated draft responses are error-free, complete or legally correct. Customer must implement adequate control structures and bears ultimate responsibility for all communication sent to end-customers via the platform.

4.4 Cusmato does not use Customer Data for training, fine-tuning or evaluating its AI models, unless Customer grants express written consent (opt-in). This is without prejudice to what is stipulated in the DPA.

4.5 Customer informs its end-customers, to the extent required under Article 52 of the EU AI Act (Regulation (EU) 2024/1689), that they are communicating with or via an AI system, to the extent that obligation is not already fulfilled by Cusmato on behalf of Customer under the DPA.

5.1 If the parties agree on a Pilot Period, Customer has access to the agreed Services for thirty (30) calendar days after activation under the terms of this MSA, unless the Order Form expressly contains different pilot terms.

5.2 During the Pilot Period, Customer may terminate the Agreement at any time without giving reasons and free of charge with immediate effect, by written notice to Cusmato at support@cusmato.app.

5.3 Unless Customer terminates the Agreement in accordance with Article 5.2, the Pilot Period automatically converts to the agreed paid Subscription after the thirty days. Cusmato sends Customer a reminder no later than seven (7) calendar days before the end of the Pilot Period.

5.4 Cusmato is not liable for damage that Customer suffers as a result of using the Services during the Pilot Period, unless there is intent or wilful recklessness on the part of Cusmato.

6.1 The fee for the Subscription is set out in the Order Form or registration process and is exclusive of VAT.

6.2 Cusmato invoices in advance per subscription period (month or year). Payment must be made within fourteen (14) calendar days of the invoice date, unless otherwise agreed.

6.3 In case of late payment, Customer is in default by operation of law and Cusmato is entitled to: (a) charge statutory commercial interest from the due date; (b) suspend access to the Services after prior written reminder with a period of seven (7) Business Days.

6.4 Cusmato reserves the right to change subscription rates with a notice period of at least 60 calendar days. Customer has the right to terminate the Agreement free of charge as of the date the increase takes effect, provided Customer communicates this in writing within 30 calendar days of the announcement.

6.5 Fees already paid are not refunded, except in the cases referred to in Article 5.2 (Pilot Period) and Article 13.3 (termination due to material change).

7.1 Cusmato retains all Intellectual Property relating to the platform, software, AI architecture (including LLM layer and Policy Engine), documentation and all other materials developed by Cusmato. This MSA does not grant Customer any ownership rights.

7.2 Customer retains all Intellectual Property relating to Customer Data. Customer grants Cusmato a limited, non-exclusive licence to process Customer Data solely to the extent necessary for the provision of the Services.

7.3 Feedback, suggestions or improvement requests that Customer voluntarily provides to Cusmato may be freely used by Cusmato for product development, without creating any right to compensation for Customer.

8.1The parties keep each other's Confidential Information strictly confidential and use it solely for the performance of the Agreement. The confidentiality obligation applies during the term of the Agreement and three (3) years thereafter. For trade secrets within the meaning of the Trade Secrets Act, there is no time limit.

8.2The parties limit access to Confidential Information to employees and advisers who strictly need this information ("need-to-know") and ensure that these persons are bound by an equivalent confidentiality obligation.

8.3 If a party is required by law, court order or government order to disclose Confidential Information, it shall inform the other party in advance in writing (to the extent legally permitted) and limit disclosure to what is strictly necessary.

8.4Cusmato may mention Customer's name as a reference customer on its website and in marketing materials, unless Customer objects in writing.

9.1 Insofar as the performance of the Services entails Cusmato processing personal data on behalf of Customer, the terms of the DPA apply. The DPA is published at https://www.cusmato.app/docs and forms an integral part of this MSA.

9.2 In case of conflict between the provisions of this MSA and the DPA in the area of data protection, the provisions of the DPA prevail.

10.1 Cusmato warrants that: (a) it is entitled to offer the Services; (b) the Services will function in all material respects in accordance with the documentation at https://www.cusmato.app/docs; (c) it implements appropriate technical and organisational measures to protect Customer Data in accordance with the DPA.

10.2The Services are provided "as is" and "as available", to the extent permitted by law. Cusmato does not warrant that the Services will be uninterrupted, error-free or free of vulnerabilities. Cusmato gives no warranty as to the accuracy or completeness of AI-generated draft responses.

10.3 Customer warrants that: (a) use of the Services does not violate applicable laws or regulations; (b) Customer Data does not infringe third-party rights; (c) Customer is authorised to use the Services for the intended purposes.

11.1Cusmato's total liability to Customer arising from or in connection with the Agreement — regardless of the basis (breach of contract, tort, warranty or otherwise) — is limited per incident to the total amount that Customer has paid to Cusmato in the six (6) calendar months immediately preceding the event that caused the damage.

11.2 Cusmato is not liable for: (a) indirect damage, consequential damage, lost profits, missed savings or reputational damage; (b) damage resulting from incorrect configuration of the Services by Customer; (c) damage resulting from content that Customer has approved and sent via the Services; (d) damage caused by force majeure.

11.3 The limitations in this article do not apply to: (a) damage caused by intent or wilful recklessness of Cusmato; (b) damage resulting from a breach of the DPA for which the GDPR mandatorily prescribes liability (Art. 82 GDPR); (c) liability that cannot be limited under mandatory law.

11.4Customer indemnifies Cusmato against third-party claims arising from: (a) unlawful use of the Services by Customer; (b) Customer's breach of its obligations as Controller; (c) content of messages approved and sent by Customer.

12.1 The Agreement enters into force at the moment of acceptance in accordance with Article 2.2 and applies for the subscription period specified in the Order Form.

12.2 Unless otherwise agreed, the Subscription is automatically renewed for an equal period after the subscription period, unless a party terminates the Agreement in writing with a notice period of thirty (30) calendar days before the end of the current period.

12.3 Either party may terminate the Agreement with immediate effect in writing if: (a) the other party is in default with the performance of a material obligation and this default has not been remedied within fourteen (14) Business Days after written notice of default; (b) the other party applies for suspension of payments or bankruptcy.

12.4After termination of the Agreement: (a) Customer's right to use the Services lapses immediately; (b) Customer has thirty (30) calendar days to export Customer Data via the platform; (c) Cusmato deletes Customer Data in accordance with the DPA.

13.1 Cusmato reserves the right to amend this MSA. Amendments are communicated to Customer in writing with a notice period of at least thirty (30) calendar days.

13.2 After the notice period, the amended terms apply automatically, unless Customer objects in writing within that period.

13.3 If an amendment is materially adverse to Customer, Customer has the right to terminate the Agreement free of charge as of the date the amendment takes effect, provided the objection is submitted in writing and with reasons within thirty (30) calendar days of the announcement.

13.4 Cusmato archives all versions of this MSA. The current version is available at all times at https://www.cusmato.app/docs.

14.1 Neither party is liable for failure or delay in performing obligations due to circumstances beyond its reasonable control, including but not limited to: power failure at a hosting provider, DDoS attacks, natural disasters, government measures or disruptions in third-party internet infrastructure.

14.2 The party invoking force majeure shall inform the other party in writing as soon as possible. If the force majeure situation lasts longer than ninety (90) calendar days, both parties have the right to terminate the Agreement in writing without liability for damages.

15.1 Governing law. The Agreement is governed exclusively by Dutch law.

15.2 Competent court. Disputes are submitted in first instance to the competent court in Amsterdam, without prejudice to the right of the parties to seek urgent relief.

15.3 Assignment. Customer may not assign rights and obligations under the Agreement without prior written consent from Cusmato. Cusmato may assign the Agreement in the context of a merger, acquisition or sale of (part of) its business, with written notice to Customer.

15.4 Severability. If a provision is void or voidable, this does not affect the validity of the remaining provisions. The parties replace the void provision with a valid provision that approximates the intent of the original provision as closely as possible.

15.5 Entire agreement. This MSA, including the DPA and the Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations or letters of intent regarding the subject matter of this MSA.

15.6 Contact. Written notices may be sent to: Cusmato V.O.F., Poelweg 18, Ederveen, or by email to support@cusmato.app. Legal notices exclusively by email to legal@cusmato.app or by registered mail.