Terms of Service

1. Parties and Application

These Terms govern business-to-business Services supplied by elyXion B.V., trading as elyXion, to the Customer identified in an Order Form, Statement of Work, proposal, or other written order accepted by elyXion. They do not apply to consumer purchases unless expressly adapted in writing.

By signing an Order Form, accepting a proposal, or using recurring Services after receiving these Terms, the Customer agrees to them. Individual employees do not become contracting parties merely by using the Services.

2. Definitions

1. **Affiliate** means an entity controlling, controlled by, or under common control with a party.
2.  **Agreement** means the applicable Order Form, Statement of Work, these Terms, the Service Terms, SLA, DPA, and incorporated policies.
3. **Deliverable** means a work product expressly identified for delivery.
4. **Documentation** means service, architecture, operating, or user documentation supplied by elyXion.
5. **Order Form** means the commercial order identifying Services, fees, term, and customer-specific commitments.
6. **Portal** means elyXion ‘s customer-facing service portal.
7. **Services** means the services identified in an Order Form.
8. **Statement of Work** or **SOW** means a document defining project scope, assumptions, deliverables, responsibilities, and acceptance criteria.
9. **Third-Party Service** includes Microsoft and other services not owned and controlled by elyXion.

3. Contract Structure and Precedence

If documents conflict, the following order applies unless the Order Form states otherwise: negotiated Order Form or SOW; negotiated DPA for data-processing matters; negotiated service schedule; SLA; Service Terms; these Terms; then incorporated policies. A customer purchase order is accepted only for administrative convenience and does not amend the Agreement unless elyXion expressly agrees in writing.

4. Formation, Term, and Renewal

An Agreement begins on the effective date in the Order Form. Project Services end when completed or terminated. Recurring Services continue for the initial term and renew for successive [RENEWAL PERIODS] unless either party gives at least [NOTICE PERIOD] written notice. A renewal may reflect scope, vendor price, inflation, or service changes notified under the Agreement.

5. Service Performance

elyXion will perform the Services with reasonable skill and care, using appropriately skilled personnel and the methods reasonably selected for the engagement. Outcomes depending on Customer systems, users, third parties, internet connectivity, licences, or business decisions are not guaranteed.

elyXion may use employees, Affiliates, and subcontractors but remains responsible for its contractual obligations. Named individuals are not guaranteed unless the Order Form expressly says so. Equivalent personnel may be substituted.

6. Customer Responsibilities

The Customer will:

• provide accurate, complete, and timely information, decisions, access, facilities, licences, test data, and suitably authorised contacts;
• maintain lawful rights to all Customer Data, systems, software, domains, tenant subscriptions, and materials made available to elyXion;
• operate supported configurations and follow security, backup, change, and remediation recommendations allocated to the Customer;
• control Authorised Users, protect credentials, apply multi-factor authentication where required, and promptly remove access for leavers;
• review Deliverables and change requests within agreed timeframes;
• maintain its own governance, legal compliance, business continuity, and final decision authority unless expressly included in scope; and
• notify elyXion promptly of incidents, material changes, regulatory requirements, or dependencies that may affect the Services.

elyXion is not responsible for delay or failure caused by Customer dependencies. Timelines and fees may be adjusted through change control.

7. Project Governance and Change Control

The SOW will identify scope, assumptions, milestones, dependencies, and acceptance criteria. Either party may request a change. elyXion will describe the likely effect on fees, timing, risk, and resources. A change is binding only when approved by authorised representatives, except urgent security or continuity action permitted by the Agreement.

Status reporting does not amend scope. Work requested outside scope may be declined or charged at the applicable rate.

8. Acceptance

Where acceptance criteria are stated, the Customer will test the Deliverable and provide written acceptance or a reasonably detailed rejection within [ACCEPTANCE PERIOD]. A rejection must identify a material non-conformity against the agreed criteria. elyXion will use reasonable efforts to correct a valid non-conformity and resubmit.

A Deliverable is deemed accepted when the Customer confirms acceptance, uses it in production other than for agreed testing, fails to respond within the acceptance period, or the stated criteria are met. Minor defects that do not materially prevent intended use do not justify rejection and will be handled through an agreed remediation plan.

9. Fees, Expenses, and Taxes

The Customer will pay fees in the currency and on the schedule stated in the Order Form. Unless stated otherwise, invoices are due within [PAYMENT TERM] days. Fees exclude VAT and similar taxes. Reasonable pre-approved travel and out-of-pocket expenses are chargeable.

Recurring fees may be invoiced in advance. Consumption, licence, cloud, telecommunication, and third-party fees may vary with actual use or vendor pricing. elyXion may pass through documented vendor increases on notice.

Overdue undisputed sums may accrue statutory commercial interest and reasonable recovery costs. The Customer must notify elyXion of a good-faith invoice dispute within [DISPUTE PERIOD] and pay the undisputed amount.

10. Suspension

elyXion may suspend affected Services to the minimum reasonable extent where: undisputed fees remain overdue after notice; use creates a security, legal, or operational risk; the Customer breaches the Acceptable Use Policy; a provider suspends a required Third-Party Service; or suspension is required by law. Where practicable, elyXion will give notice and an opportunity to cure. Emergency suspension may occur without advance notice.

11. Intellectual Property

Each party retains ownership of material, technology, data, methods, know-how, trademarks, and intellectual property owned or developed independently of the Agreement.

Upon full payment, the Customer receives ownership of bespoke Deliverables only to the extent expressly stated in the Order Form. Unless expressly assigned, elyXion retains its background materials, reusable code, libraries, connectors, templates, automation, architecture patterns, methodologies, generic improvements, skills, and know-how. elyXion grants the Customer a non-exclusive, perpetual licence to use embedded elyXion background materials as necessary to use the paid Deliverable for its internal business purposes.

Open-source and Third-Party Services remain subject to their own licences. elyXion will identify material third-party dependencies where reasonably practicable.

12. Customer Data

The Customer retains its rights in Customer Data. It authorises elyXion to host, access, copy, transmit, and otherwise process Customer Data only as necessary to supply, secure, support, and improve the contracted Services, comply with documented instructions, and meet law. Processing of Customer Personal Data is governed by the DPA.

The Customer is responsible for data quality, lawful collection, notices, legal bases, and instructions. elyXion does not acquire rights to use Customer confidential data to train public or shared AI models unless the Customer expressly agrees in writing.

13. Confidentiality

Each receiving party will protect the other party’s non-public business, technical, security, pricing, personal, and customer information using at least reasonable care; use it only for the Agreement; and disclose it only to personnel and advisers who need it and are bound by confidentiality.

Confidential Information excludes information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed. If disclosure is legally required, the recipient will, where lawful, give prompt notice and disclose only what is required.

These duties continue for five years after termination, and for trade secrets and personal data as long as protected by law.

14. Security

elyXion will maintain risk-appropriate technical and organisational measures for systems under its control. The Security Overview describes principles and examples, not absolute guarantees. Customer-controlled environments and shared-responsibility cloud services require the Customer to perform its allocated controls.

No system can be guaranteed free from vulnerabilities, interruption, or attack. Each party will cooperate in incident investigation and remediation.

15. Third-Party Services

Microsoft Azure, Microsoft 365, GitHub, Terraform providers, domain registries, hosting platforms, and other Third-Party Services may be essential dependencies. Their availability, functionality, security, regions, licences, and terms are controlled by their providers. elyXion is not liable for a third party’s independent acts or omissions, but will provide contracted coordination and reasonable assistance.

The Customer authorises elyXion to administer Third-Party Services where included in scope. The Customer remains responsible for accepting provider terms and paying provider fees unless elyXion expressly resells them.

16. Warranties and Disclaimers

elyXion warrants that Services will materially conform to the agreed scope and will be performed with reasonable skill and care. The Customer’s exclusive remedy for breach of this warranty is re-performance of the affected Service or, if re-performance is not reasonably possible, refund of the fees paid for the materially non-conforming portion.

Advice, assessments, forecasts, cost estimates, security findings, AI output, and roadmaps are based on information and conditions available at the time. Except as expressly stated, Services are provided without implied guarantees of uninterrupted operation, complete threat detection, regulatory compliance, specific savings, or business results.

17. Indemnities

Each party will defend the other against a third-party claim that materials supplied by the indemnifying party infringe intellectual property rights, and pay finally awarded damages or approved settlements, provided the protected party gives prompt notice, control of defence, and reasonable cooperation. The indemnity does not apply to modifications, combinations, use outside scope, continued use after notice, or materials supplied by the protected party.

elyXion may procure continued use, modify or replace an affected Deliverable, or terminate the affected part and refund prepaid unused fees.

18. Liability

Nothing excludes liability that cannot lawfully be excluded, including liability for fraud or wilful misconduct where applicable.

Subject to that rule, neither party is liable for indirect, consequential, special, or punitive loss; loss of profit, revenue, goodwill, anticipated savings, or business opportunity; or loss or corruption of data to the extent avoidable by the responsible party’s agreed backup obligations.

Each party’s aggregate liability arising from the Agreement is limited to [LIABILITY CAP]. Separate or higher caps, if any, for confidentiality, data protection, security, IP indemnity, or unpaid fees must be stated in the Order Form. Multiple claims arising from the same event are treated as one event.

The limitations reflect the fees and risk allocation and apply regardless of legal theory.

19. Force Majeure

Neither party is liable for delay caused by events beyond its reasonable control, including widespread internet or utility failure, natural disaster, war, civil disorder, epidemic, government action, labour disruption not limited to its own workforce, or systemic cloud-provider failure. The affected party will notify the other and mitigate reasonably. Payment obligations for Services already delivered are not excused.

20. Compliance

Each party will comply with laws applicable to its performance, including anti-bribery, sanctions, export control, employment, privacy, and cybersecurity laws. The Customer will not require elyXion to process data or configure systems unlawfully. Regulated-sector requirements apply only when identified and agreed in writing.

21. Termination

Either party may terminate for material breach not cured within thirty days after written notice, or immediately where the breach cannot be cured, insolvency occurs, or continued performance would be unlawful. elyXion may terminate affected Services for persistent non-payment after the suspension process.

On termination, the Customer will pay fees for Services performed, committed third-party costs, and any agreed early-termination charges. Each party will return or delete Confidential Information subject to law, backup cycles, and the DPA.

22. Exit and Transition

At the Customer’s request, elyXion will provide reasonable standard export and offboarding assistance included in the service description. Additional transition assistance is chargeable. elyXion need not transfer its own tools, security-sensitive information, third-party licences, or unpaid Deliverables.

23. Publicity

elyXion will not publish the Customer’s name, logo, case study, or confidential engagement details without permission. The Customer may not imply Microsoft or other third-party endorsement through elyXion.

24. Changes to Terms

elyXion may update non-negotiated online terms for legal, security, vendor, or service reasons. Material adverse changes to incorporated terms will be notified at least [NOTICE PERIOD] before taking effect, unless urgent legal or security circumstances require earlier action. Changes do not retroactively alter an active fixed SOW without agreement.

25. Notices

Contract notices must be sent to the addresses in the Order Form and are effective on confirmed delivery. Operational tickets and ordinary email are not termination or legal notices unless acknowledged by an authorised representative.

26. General

Neither party may assign the Agreement without consent, not to be unreasonably withheld, except to an Affiliate or in connection with a merger or sale of substantially all relevant business, provided the assignee can perform. elyXion may subcontract performance.

The Agreement is the entire agreement on its subject. Invalid provisions are adjusted to the minimum extent needed and the remainder continues. Delay in enforcing a right is not waiver. The parties are independent contractors; no partnership, agency, or employment relationship is created.

27. Governing Law and Disputes

Dutch law governs the Agreement, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties will first escalate disputes to authorised executives and attempt good-faith resolution for thirty days. If unresolved, the courts of [DUTCH COURT/ARRONDISSEMENT] have exclusive jurisdiction, unless mandatory law requires otherwise.