DRAFT — needs Dutch lawyer review before publication. Specific liability caps, governing law clauses, and consumer-protection language must be lawyer-finalised. Do NOT publish this version verbatim.
Last updated: [FILL: YYYY-MM-DD] Effective from: [FILL: YYYY-MM-DD]
1. Parties
These Terms govern your use of AdminTools (the "Service") operated by:
- Provider: [FILL: NythTech B.V.]
- Address: [FILL: registered address]
- KvK: [FILL: 8-digit KvK]
- VAT: [FILL: NLxxxxxxxxxBxx]
By creating an account, paying for a subscription or lifetime deal, or otherwise using the Service, you ("the Customer") agree to these Terms. If you don't agree, don't use the Service.
2. The Service
AdminTools is a multi-tenant SaaS for Dutch SMEs and accountancy firms, covering:
- Receipt and bank statement ingestion
- Automated transaction-to-invoice matching
- Sales-invoice creation, sending, and payment tracking
- Mileage and BTW (VAT) reporting
- Optional integrations (WeFact, Exact Online, GoCardless, Stripe)
The Service is delivered as-is; specific features, pricing, and limits may change with reasonable notice (Section 12).
3. Subscriptions, Lifetime Deals, and Free Trials
3.1 Subscription plans (Pro, Business, etc.)
- Billed monthly or annually via Stripe.
- Auto-renews unless cancelled before the next billing cycle.
- Cancellation takes effect at the end of the current period.
- Upgrades prorate; downgrades take effect next cycle.
3.2 Lifetime Deal (LTD)
- One-time payment grants perpetual access to the tier purchased,
subject to:
- One business per code. Additional businesses require a separate monthly subscription. LTD codes are not stackable across businesses (you can only redeem one code per user).
- 100 cloud-AI extractions per calendar month included. Beyond that, you must configure your own Anthropic or OpenAI API key (Bring-Your-Own-Key, "BYOK") in Settings; we'll use it without further charge from us.
- 60-day refund window from redemption. After the window closes, the deal is final.
- Service availability for the lifetime of the Service, defined as while NythTech B.V. continues to operate AdminTools as a going concern. We're not obliged to operate the Service indefinitely if it becomes commercially unviable.
3.3 Free trials
[FILL: include if you offer trials. Specify length, conversion behaviour, data retention if not converted.]
4. Customer responsibilities
You agree to:
- Provide accurate registration data (name, business details, VAT ID)
- Keep your password confidential and enable MFA for admin roles
- Use the Service only for legitimate business purposes
- Not attempt to reverse engineer, scrape, or overload the Service
- Comply with all applicable laws (Dutch tax law, GDPR, your sector's regulations)
- Pay your invoices on time
You retain ownership of all data you upload. We claim no rights to your business data beyond what's necessary to operate the Service (see the Data Processing Agreement, Section 9).
5. Acceptable use
You may not:
- Upload illegal content
- Submit data on behalf of someone who hasn't consented
- Use the Service to circumvent tax obligations
- Attempt to access another customer's data
- Run automated tools that materially exceed normal usage patterns
- Resell or sublicense the Service without our written agreement
We reserve the right to suspend accounts for violations, with notice where practical.
6. Pricing and payment
- Prices are in euros (EUR) excluding BTW.
- Payment is by card (Stripe) or, for enterprise, by invoice (NET 14).
- Failed payments enter a 14-day grace period; persistent failure results in account suspension and eventual downgrade to free tier.
- LTD payments are non-refundable after the 60-day window (Section 3.2).
7. Service levels
- We target 99.5% monthly uptime measured from the public health endpoint.
- Scheduled maintenance is announced in-app at least 48 hours in advance where practical.
- We provide best-effort support via email at support@nythtech.com. Enterprise SLAs available on request.
8. Intellectual property
- The Service (code, design, branding) is our property.
- Your business data is your property.
- Feedback you provide to us about the Service may be incorporated into improvements without compensation, unless explicitly marked as confidential.
9. Data Processing Agreement (DPA)
To the extent we process your customers' personal data on your behalf, we act as Data Processor and you as Data Controller. The terms of that processing are:
- We process only on your documented instructions.
- We restrict access to authorised personnel.
- We notify you within 72 hours of any data breach affecting your data.
- We use the sub-processors listed in our Privacy Policy (Section 4), with at least 30 days' notice of any addition.
- Upon termination, we return or delete your data within 30 days, except where law requires us to retain it.
A standalone DPA can be requested for enterprise customers requiring the EU-Commission template clauses.
10. Confidentiality
Each party will keep the other's confidential information secret and use it only for the Service. This obligation survives termination.
11. Liability
Subject to mandatory consumer-protection law, our total liability for any claim arising from these Terms is capped at the fees you paid us in the 12 months preceding the claim. For LTD customers, this is the price paid for the LTD.
We're not liable for:
- Indirect, consequential, or punitive damages
- Lost profits or business interruption
- Data loss caused by Customer-side issues (forgotten password without MFA backup, accidental deletion, etc.) — though we maintain backups and will assist where possible
- Failures of third-party sub-processors beyond our reasonable control
These limits don't apply to gross negligence, wilful misconduct, or where Dutch law prohibits limitation.
12. Changes to these Terms
We may amend these Terms with 30 days' notice for material changes (price increases, scope reductions). Continuing to use the Service after the effective date constitutes acceptance. If you don't accept, you may terminate without penalty within 30 days; we'll refund any pre-paid unused period.
LTD pricing or core feature scope changes that materially reduce what an LTD customer originally paid for require their explicit opt-in.
13. Termination
- By you: any time, via Settings → Account → Delete. Data export available before deletion. Mandatory financial records (bewaarplicht) retained for 7 years.
- By us: with 30 days' notice for convenience, or immediately for material breach (Section 5 violations, non-payment after grace period).
14. Governing law and jurisdiction
These Terms are governed by Dutch law. Disputes go to the courts of [FILL: Amsterdam / Utrecht / wherever your registered office is].
If you're a consumer (not a business customer) you retain mandatory protections under the law of your residence.
15. Miscellaneous
- Severability: if a clause is held unenforceable, the rest stays in effect.
- Entire agreement: these Terms + the Privacy Policy + any signed order form constitute the full agreement.
- No waiver: failure to enforce any right doesn't waive it.
- Assignment: you may not assign these Terms without our consent; we may assign them in a corporate restructuring.
16. Contact
- General: support@nythtech.com
- Privacy: privacy@nythtech.com
- Legal notices: legal@nythtech.com (or registered post to the address in Section 1)