General Terms & Conditions

Article 1. Definitions

In these general terms and conditions, the following terms have the following meanings:

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Article 2. Applicability and Order of Precedence

1. These General Terms & Conditions apply to all offers, quotations, Order Forms, Agreements and Services provided by Apostle.
2. The applicability of any purchasing terms, general terms or other terms of Customer is expressly rejected unless explicitly accepted by Apostle in writing.
3. If any provision of these General Terms & Conditions is held to be invalid, unenforceable or void, the remaining provisions shall remain in full force and effect. In such event, the Parties shall replace the invalid provision with a valid provision that most closely reflects the original intent and purpose.
4. Apostle may amend these General Terms & Conditions where reasonably necessary due to changes in applicable laws or regulations, security requirements, technological developments, changes to the Services or other objectively justified operational reasons.
5. Apostle shall notify Customer in writing or electronically of any material amendments in advance. If Customer does not object in writing with reasonable justification within fourteen (14) days after notification, Customer shall be deemed to have accepted the amendment.
6. Changes to material commercial terms, including pricing structures, contract duration or notice periods, shall for existing Customers not become effective before the start of a new renewal term or contract period, unless otherwise agreed in writing between the Parties.
7. If Customer timely objects with reasonable justification, the Parties shall consult in good faith. If the Parties do not reach agreement within a reasonable period, the previously agreed version shall remain applicable for the remainder of the then-current contract term, unless the amendment is required to comply with mandatory legal obligations or essential security requirements. In such event, Apostle shall be entitled to terminate the Agreement upon two (2) calendar months written notice.
8. In the event of conflict between contractual documents, the following order of precedence shall apply, whereby the higher-ranked document prevails only with respect to the specific subject matter for which that document was intended:
   a.  a later written addendum signed by both Parties, solely for the subject matter covered therein;
   b.  the applicable Order Form;
   c.  the DPA, solely with respect to Personal Data processing matters;
   d.  the SLA, solely with respect to service levels, availability, maintenance and support arrangements;
   e.  these General Terms & Conditions.

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Article 3. Offers and Formation of the Agreement

1. All offers, quotations and pricing proposals issued by Apostle are non-binding unless explicitly stated otherwise in writing.
2. Unless stated otherwise, quotations remain valid for thirty (30) days from the quotation date.
3. An Agreement is formed upon:
   a.  execution of an Order Form or agreement;
   b.  written confirmation by Apostle; or
   c.  commencement of the Services at Customer’s request.
4. The Agreement includes only those Services and functionalities expressly specified in the applicable Order Form or written addendum.
5. Oral statements, product demonstrations, sales presentations, roadmaps or pre-contractual statements shall not create binding obligations unless expressly agreed in writing.
6. Obvious errors, clerical errors, calculation errors or typographical errors in offers, quotations or any other documents issued by Apostle shall not be binding upon Apostle.
7. Where a quotation or the Agreement is based on incorrect or incomplete information provided by Customer, Apostle shall be entitled to reasonably adjust the quotation, planning, scope or pricing. If performance of the Agreement is thereby no longer reasonably possible, the Parties shall consult in good faith regarding amendment or termination of the Agreement.
8. Services or requests by Customer that fall outside the agreed scope shall constitute additional work. The Parties shall first consult regarding such additional work. Any additional Services, planning or costs shall only be carried out after Customer has provided its written approval, unless such work concerns urgent activities expressly requested by Customer or activities reasonably necessary to mitigate disruptions, security risks or compliance risks.
9. If Customer does not provide written approval for necessary additional work that is essential for the performance of the agreed Services, Apostle shall be entitled to suspend performance to the extent that performance without such additional work is not reasonably possible.
10. Apostle shall be entitled to refuse assignments on reasonable and objective grounds without being liable for any damages resulting therefrom.

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Article 4. Performance of the Services

1. Apostle shall perform the Services with commercially reasonable care and skill.
2. Unless explicitly agreed otherwise in writing, all obligations of Apostle qualify as obligations of reasonable efforts and not obligations to achieve a specific result.
3. Customer acknowledges that proper performance of the Services depends in part on timely cooperation, information and input from Customer.
4. Any implementation schedules or delivery dates communicated by Apostle are indicative only and shall not qualify as strict deadlines unless explicitly agreed otherwise.
5. Customer is responsible for:
   a.  its own systems and internet connections;
   b.  adequate backups;
   c.  secure configuration of its IT environment;
   d.  proper use of the Services; and
   e.  compliance with reasonable instructions provided by Apostle.
6. Apostle shall be entitled to engage third parties or subcontractors for the performance of the Agreement while retaining responsibility for the Services, except to the extent that such matters relate to dependencies on external platforms or third parties beyond Apostle’s reasonable control.
7. Apostle shall not be liable for disruptions, limitations, modifications or reduced functionality caused by third-party platforms, social media networks, cloud providers, app stores, APIs or other external dependencies on which the Services rely.
8. Service levels, response times, recovery times or availability objectives shall apply only if and to the extent expressly included in an applicable Service Level Agreement (SLA) or written addendum.

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Article 5. Acceptance

1. Where Services, implementations, configurations, deliverables or functionalities are subject to acceptance, Customer shall test and assess the relevant deliverables within seven (7) days after delivery or availability, unless otherwise agreed in writing.
2. Customer shall notify Apostle in writing within the applicable acceptance period if the delivered Services or deliverables materially deviate from the expressly agreed specifications. Such notification must contain a sufficiently detailed description of the alleged defect or deviation, the circumstances under which the issue occurs and reasonable supporting evidence enabling Apostle to reproduce or investigate the issue.
3. If Customer fails to reject the deliverables within the applicable acceptance period in accordance with this Article, the Services or deliverables shall be deemed fully accepted.
4. Acceptance may only be withheld in the event of material deviations from expressly agreed functionalities which substantially prevent normal operational use of the relevant Services.
5. The following shall in any event not constitute grounds for rejection: cosmetic defects; minor deviations; issues that do not materially affect operational use; feature requests; future roadmap expectations; or disruptions caused by third-party platforms or dependencies.
6. If Customer rightfully rejects a deliverable, Apostle shall use reasonable efforts to remedy the relevant material deviation within a reasonable period.
7. Partial acceptance or operational use of the Services by Customer shall constitute acceptance of the relevant parts already put into production or otherwise used operationally.
8. Use of the Services in production, activation of Users, onboarding of Users, or continued operational use after delivery shall constitute acceptance unless Customer has already submitted a substantiated written rejection in accordance with this Article.
9. Acceptance shall not affect Customer’s ongoing obligation to pay the agreed fees.

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Article 6. Prices and Payments

1. All prices, rates and fees stated by Apostle are exclusive of VAT and any other applicable taxes, duties or governmental charges unless expressly stated otherwise.
2. Fees, licence fees and any other charges applicable to the Services shall be as specified in the applicable Order Form or quotation.
3. Customer shall pay all invoices within fourteen (14) days after the invoice date unless otherwise agreed in writing.
4. Recurring subscription fees, licence fees and other periodic fees may be invoiced in advance.
5. Apostle shall be entitled to annually increase the applicable fees by a maximum of seven percent (7%) or, if higher, in accordance with the applicable Dutch Consumer Price Index (CPI).
6. In addition to Article 6.5, Apostle may reasonably adjust its pricing where necessary due to material increases in infrastructure costs, cloud provider pricing, third-party licence fees, changes in applicable laws or regulations, security or compliance requirements or material expansion of the agreed Services. Apostle shall notify Customer reasonably in advance of such adjustments.
7. If Customer fails to pay an invoice on time, Apostle shall first provide Customer with a written payment reminder granting an additional payment period of seven (7) days.
8. If payment remains outstanding after expiry of the additional payment period, Customer shall be in default by operation of law. Apostle shall be entitled to charge the statutory commercial interest, recover reasonable extrajudicial collection costs and suspend the Services, provided Customer has been notified in advance where reasonably possible.
9. Suspension of the Services due to overdue payment shall not affect Customer’s continuing payment obligations.
10. If Customer requires a Purchase Order (“PO”) for internal invoice processing, Customer shall remain responsible for providing such Purchase Order in a timely manner. The absence of a Purchase Order shall not suspend Customer’s payment obligations nor affect the validity of the Agreement.
11. Unless expressly agreed otherwise in writing, agreed discounts, promotional pricing or commercial incentives shall apply only for the agreed contractual term and only to the specific Services identified in the applicable Order Form.
12. Where the Parties have agreed on monthly payment, different rates or surcharges may apply as specified in the applicable Order Form.
13. Fees relating to implementation services, onboarding services, consultancy, additional Services, usage-based Services or other agreed additional work shall be invoiced in accordance with the applicable Order Form or any other written agreement between the Parties.
14. Unless expressly agreed otherwise in writing, invoices shall be paid without set-off, suspension or deduction.
15. Failure by Apostle to immediately enforce any payment right shall not constitute a waiver of such right.

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Article 7. Term and Renewal

1. The Agreement shall commence on the Effective Date and shall remain in force for the initial term specified in the applicable Order Form.
2. Unless terminated in accordance with this Article, the Agreement shall automatically renew for successive periods of twelve (12) months.
3. Either Party may terminate the Agreement by giving at least two (2) calendar months’ written notice prior to the end of the then-current contractual term.
4. During any renewal term, the Agreement shall continue under the same terms and conditions unless the Parties expressly agree otherwise in writing.
5. Apostle may place the Agreement or specific Services on hold at Customer’s written request, subject to Apostle’s prior written approval. Unless otherwise agreed in writing, payment obligations shall continue during such hold period.
6. Suspension or placing the Agreement on hold shall not affect Customer’s obligation to pay any amounts that became due prior to or during the agreed hold period.
7. Apostle may terminate the Agreement with immediate effect by written notice if:
   a.  Customer files for bankruptcy or is declared bankrupt;
   b.  Customer applies for or is granted a suspension of payments;
   c.  an attachment, dissolution or comparable circumstance materially threatens Customer’s ability to perform the Agreement; or
   d.  a change of control occurs as a result of which continuation of the Agreement can no longer reasonably be required from Apostle.
8. Upon termination, all outstanding claims of Apostle shall become immediately due and payable, without prejudice to any other rights or remedies available to Apostle.
9. Termination of the Agreement shall not release either Party from obligations which, by their nature, are intended to survive termination, including payment obligations, liability, intellectual property rights, confidentiality, governing law and dispute resolution.

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Article 8. Early Termination

1. Either Party shall be entitled to terminate the Agreement in whole or in part by written notice if the other Party materially breaches any of its obligations under the Agreement and, after having been given written notice of default, fails to remedy such breach within thirty (30) days after receipt of such notice.
2. A notice of default must describe the alleged breach in sufficient detail to enable the defaulting Party to remedy the breach within a reasonable period.
3. To the extent that a breach is, by its nature, incapable of being remedied, the Agreement may be terminated without a prior remedy period.
4. Termination of the Agreement shall not affect:
   a.  payment obligations relating to Services already provided;
   b.  claims that have already become due and payable; and
   c.  rights and obligations which, by their nature, are intended to survive termination.
5. Amounts already paid shall not be refunded in respect of Services that have already been validly provided prior to termination.
6. Termination of the Agreement shall not release Customer from its obligation to pay for implementation services, onboarding services, licence fees or any other agreed fees that became due prior to the date of termination.
7. Upon written request and subject to payment of all outstanding amounts, Apostle may, where reasonably possible and technically feasible, provide Customer with an export of Customer Data in a commonly used format. Customer acknowledges that certain Customer Data may already be available through self-service export functionalities within the Services and that not all data, configurations or metadata are technically suitable for export.
8. Following termination of the Agreement, Apostle may archive Customer Data in accordance with its internal offboarding procedures. Customer Data is not necessarily deleted immediately following termination and may remain archived for operational, administrative, legal or security purposes. Customer Data shall thereafter be deleted or anonymised in accordance with Apostle’s internal retention policies, unless longer retention is required by applicable law.
9. Customer acknowledges that backup files, disaster recovery copies and system snapshots constitute historical copies maintained for business continuity purposes. Customer Data contained in such backups is not actively modified or deleted following termination of the Agreement and shall expire through Apostle’s normal backup retention and overwrite procedures.

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Article 9. Warranties

1. Apostle shall use commercially reasonable efforts to provide the Services and the Apostle Software professionally and with due care in accordance with the Agreement. Unless expressly agreed otherwise in writing, all obligations of Apostle shall constitute obligations to use reasonable efforts (best efforts obligations) and not obligations to achieve a specific result.
2. Apostle does not warrant that the Services or the Apostle Software will operate uninterrupted, error-free or entirely free from defects. Apostle shall use commercially reasonable efforts to remedy reported material defects or malfunctions within a reasonable period in accordance with the applicable support and maintenance provisions.
3. Unless expressly agreed otherwise in writing, Apostle does not warrant that use of the Services will independently result in specific commercial, operational or strategic outcomes, including specific levels of reach, engagement, adoption, leads or revenue growth, as such outcomes also depend on factors beyond Apostle’s reasonable control, including Customer’s use of the Services, the quality of Customer’s content, internal adoption and third-party platform algorithms.
4. Apostle shall not be responsible for any failure or incomplete functioning of the Services where such failure is related to:
   a.  disruptions or changes affecting third-party platforms, social media networks, APIs or third-party services;
   b.  Customer’s internet or telecommunications connections;
   c.  Customer’s hardware, software or configurations; or
   d.  incorrect or improper use of the Services by Customer or its Users.
5. Any warranties expressly provided by Apostle shall lapse if Customer or any third party modifies the Services, configurations or integrations without Apostle’s prior permission.
6. To the maximum extent permitted by applicable law, no warranties are given other than those expressly set out in the Agreement.

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Article 10. Account and Access

1. Customer shall receive access rights corresponding to the agreed number of Users, licenses or package limitations.
2. Customer shall ensure that only authorized Users access the Services.
3. Accounts are personal and may not be shared between multiple Users unless explicitly permitted by Apostle.
4. Customer remains fully responsible for management of Users, password management, access management, user onboarding and offboarding and all activities occurring under Customer accounts.
5. Customer and Users shall maintain adequate password security, keep credentials confidential, use appropriate security measures and immediately notify Apostle of suspected unauthorized access or misuse.
6. Customer shall not attempt unauthorized access, interfere with the Services, circumvent technical protections, introduce malware, perform penetration testing without authorization or use the Services unlawfully.
7. Apostle shall be entitled to temporarily suspend or restrict access where reasonably necessary in connection with:
   a.  security risks;
   b.  abuse or suspected abuse;
   c.  breach of the Agreement;
   d.  protection of the availability or integrity of the Services.
   
   Where reasonably possible, Apostle shall inform Customer in advance of such suspension.
8. Any suspension pursuant to Article 10.7 shall not affect Customer’s payment obligations unless the suspension was caused solely by a breach attributable to Apostle.

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Article 11. Updates and Maintenance

1. During the term of the Agreement, Apostle shall use commercially reasonable efforts to maintain the Services and to provide updates, patches, bug fixes and functional improvements where appropriate.
2. Apostle shall be entitled to modify, improve, replace or update functionalities, interfaces, workflows or technical components of the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services.
3. Suggestions, feedback or requests for modifications submitted by Customer shall not create any obligation for Apostle to implement such suggestions, unless the Parties expressly agree otherwise in writing.
4. Planned maintenance that is reasonably expected to affect the availability of the Services shall, where reasonably possible, be announced in advance. Emergency maintenance may be carried out without prior notice where reasonably necessary.
5. Customer shall report incidents or support requests as soon as reasonably possible and shall provide all reasonable cooperation required for investigation and resolution.
6. Apostle shall handle support requests within reasonable timeframes, prioritised according to their impact and urgency, in accordance with Apostle’s internal support procedures and, where applicable, the agreed Service Level Agreement (SLA).
7. Unless a separate SLA or written addendum has been expressly agreed, availability, support and maintenance shall be provided on a commercially reasonable efforts basis. Where a separate SLA applies to specific packages or enterprise services, the service levels, response times, recovery times and availability commitments set out therein shall apply exclusively to those Services. In the event of any conflict, the SLA shall prevail.
8. Support may also be provided through automated support tools, including digital assistants or AI-assisted support, as a supplement to the regular support channels.
9. Apostle reserves the right to reasonably modify its support channels, support processes and support methodologies, provided that such changes do not materially undermine the agreed service levels.

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Article 12. Availability

1. Apostle shall use commercially reasonable efforts to keep the Services available and secure, taking into account the nature of a cloud-based SaaS service, except during scheduled maintenance, emergency maintenance, service interruptions or circumstances beyond Apostle’s reasonable control.
2. Unless expressly agreed otherwise in a separate Service Level Agreement (SLA), Apostle does not guarantee uninterrupted availability or any specific uptime percentage.
3. Apostle shall be entitled to temporarily limit, interrupt or suspend all or part of the Services where reasonably necessary to protect:
   a.  the security of its systems;
   b.  the integrity or availability of the Services; or
   c.  the prevention or mitigation of incidents, abuse, cyberattacks or vulnerabilities.
   
   Where reasonably possible, Apostle shall inform Customer accordingly.
4. Apostle implements appropriate technical and organisational security measures which, taking into account the state of the art, are appropriate in view of the nature of the Services and the associated processing risks, as further described in the DPA, security documentation or the Apostle Trust Center.
5. Apostle maintains an information security management system certified in accordance with ISO/IEC 27001:2022, which is subject to periodic and at least annual external audits. Upon request, Apostle may provide relevant certification information, scope information and reasonable supporting documentation.
6. Apostle applies security measures including, among others, encryption in transit, access controls, logging and monitoring, where appropriate in view of the nature of the Services.
7. No security measure provides absolute protection. Apostle does not guarantee that security incidents can be completely prevented but shall use commercially reasonable efforts to prevent, detect and respond to such incidents.
8. Where personal data is processed, the DPA shall additionally apply and, in the event of any conflict, shall prevail with respect to subprocessors, security measures relating to personal data and personal data breach notifications.
9. Current information regarding security measures, infrastructure and relevant compliance documentation may be made available through the Apostle Trust Center or comparable security documentation.

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Article 13. Force Majeure

1. Neither Party shall be obliged to perform any obligation under the Agreement to the extent that performance is prevented by a force majeure event, being a circumstance beyond the reasonable control of the affected Party that could not reasonably have been foreseen or prevented.
2. Force majeure includes, but is not limited to:
   a.  war, terrorism, riots or governmental measures;
   b.  strikes or labour disputes;
   c.  fire, floods, natural disasters or pandemics;
   d.  failures in energy supply, telecommunications or internet services;
   e.  cyber incidents, large-scale network failures or malicious attacks by third parties;
   f.  failures of suppliers, hosting providers, cloud providers or other third parties on whom performance reasonably depends;
   g.  changes to or disruptions of third-party platforms, APIs or external networks on which the Services rely.
3. The affected Party shall inform the other Party as soon as reasonably possible of the force majeure event and shall use commercially reasonable efforts to mitigate its consequences.
4. Obligations affected by the force majeure event shall be suspended for the duration of the event.
5. If the force majeure event continues for more than three (3) calendar months, either Party shall be entitled to terminate the Agreement in writing with respect to the unperformed part of the Agreement, without any obligation to pay damages.
6. Force majeure shall not affect Customer’s payment obligations in respect of Services validly provided prior to the occurrence of the force majeure event.

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Article 14. Liability

1. Apostle’s total cumulative liability arising from an attributable failure to perform, tort or any other legal basis shall be limited to compensation for direct damages and shall not exceed the total amount paid by Customer under the Agreement during the twelve (12) months preceding the event giving rise to the liability.
2. If the Agreement has been in force for less than twelve (12) months at the time the damage occurred, Apostle’s maximum liability shall be limited to the total amount paid by Customer under the Agreement up to that time.
3. Apostle shall not be liable for any indirect damage, consequential damage, loss of profit, loss of anticipated savings, loss of goodwill, reputational damage, loss or corruption of data or damages resulting from business interruption.
4. Any claim for damages shall lapse unless Customer has notified Apostle thereof in writing within twelve (12) months after Customer became aware, or could reasonably have become aware, of the damage.
5. The limitations of liability set out in this Article shall not apply in the event of:
   a.  wilful misconduct or deliberate recklessness by the management of Apostle;
   b.  death or personal injury; or
   c.  liability that cannot be excluded or limited under mandatory applicable law.
6. Apostle shall not be liable for damages arising from:
   a.  the use of third-party platforms or external integrations;
   b.  improper use of the Services by Customer;
   c.  incorrect, incomplete or unlawful Customer Data or Customer Content; or
   d.  acts or omissions of Customer’s Users.
7. Customer shall indemnify Apostle against third-party claims arising from:
   a.  Customer Data, Customer Content or other materials originating from Customer;
   b.  use of the Services in violation of applicable law or the Agreement; or
   c.  infringement of third-party rights by Customer or its Users.
8. To the extent Apostle is required to defend itself against any third-party claim, Customer shall provide all reasonable cooperation requested by Apostle.

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Article 15. Intellectual Property

1. All intellectual property rights relating to the Services, Apostle Software, Documentation, APIs, integrations, designs, databases, source code, object code, dashboards, AI Functionalities, FIN and all related materials remain exclusively vested in Apostle or its licensors.
2. Nothing in the Agreement transfers any intellectual property rights to Customer.
3. Customer receives only a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services during the term of the Agreement in accordance with the agreed scope.
4. Customer shall not reverse engineer, decompile, disassemble, attempt to derive source code, copy, reproduce, modify or create derivative works from the Services, except to the extent mandatory law explicitly permits otherwise.
5. Customer retains ownership of its own Customer Data.
6. Apostle may freely use suggestions, recommendations, feedback, enhancement requests and ideas provided by Customer for improvement of the Services without restriction or compensation.
7. If a third party claims that the Services infringe that third party’s intellectual property rights, Apostle may, at its sole discretion and expense:
   a.  obtain the right for Customer to continue using the affected Services;
   b.  modify the affected Services so that they no longer infringe;
   c.  replace the affected Services with functionally equivalent Services; or
   d.  terminate the affected part of the Agreement if the foregoing options are not reasonably available.
8. Apostle shall not be liable for infringement claims arising from modifications by Customer, combinations with third-party systems, Customer instructions, Customer Data or use contrary to Documentation or the Agreement.
9. Nothing in this Article shall oblige Apostle to provide Customer with source code, technical documentation, algorithms, trade secrets, Confidential Information or any other information that Apostle is not expressly required to provide to Customer under the Agreement.
10. Apostle shall indemnify Customer against third-party claims alleging that the Apostle Software infringes such third party’s intellectual property rights, provided that:
    a.  Customer promptly notifies Apostle in writing of such claim;
    b.  Customer grants Apostle sole control over the defence and any settlement; and
    c.  Customer provides all reasonable cooperation requested by Apostle.
11. In such event, Apostle may, at its sole discretion:
    a.  obtain the right for Customer to continue using the Apostle Software;
    b.  modify the Apostle Software so that it no longer infringes;
    c.  replace the relevant functionality with functionally equivalent functionality; or
    d.  terminate the affected functionality against a refund of prepaid fees for the remaining contractual term.
12. Apostle shall have no obligation to indemnify Customer to the extent the claim results from:
    a.  use of the Services in breach of the Agreement or the Documentation;
    b.  modifications made by Customer or third parties;
    c.  combination of the Services with systems, software, data or materials not supplied or approved by Apostle; or
    d.  Customer Data, Customer Content or Customer instructions.

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Article 16. Customer Data

1. Customer retains all rights, title and interest in and to Customer Data.
2. Customer represents and warrants that it has all necessary rights, permissions and legal grounds to use and provide Customer Data within the Services.
3. Apostle may process Customer Data as reasonably necessary to provide the Services, maintain the Services, secure the Services, provide support, comply with legal obligations or improve the Services.
4. Unless otherwise agreed in writing, Customer Data shall be processed and stored within the European Economic Area (EEA) or through subprocessors using appropriate transfer mechanisms in accordance with the applicable Data Processing Agreement (DPA).
5. Where Customer Data contains Personal Data, processing shall take place in accordance with the applicable DPA.
6. Customer remains responsible for the lawfulness of Customer Data, the content of Customer Data, obtaining required consents, compliance with applicable laws and accuracy of Customer Data.
7. Apostle does not monitor Customer Data proactively and shall not be responsible for Customer Data uploaded, stored or shared by Customer or Users.
8. Apostle may remove or restrict access to Customer Data where reasonably necessary due to legal obligations, security risks, abuse, infringement claims or violations of the Agreement.
9. Apostle may use anonymised or aggregated data derived from Customer Data for analytics, benchmarking, security, product improvement, reporting and statistical purposes. Such data shall not identify Customer or individual Users.
10. Where Customer Data has been published to third-party social media platforms through the Services, Apostle shall not be responsible for removing, modifying or deleting such content following termination of the Agreement. Customer remains responsible for managing content published on third-party platforms after termination of the Agreement.
11. Upon written request and subject to payment of all outstanding amounts, Apostle may, where reasonably possible and technically feasible, provide Customer with an export of Customer Data in a commonly used format. Customer acknowledges that certain Customer Data may already be available through self-service export functionalities within the Services.
12. Following termination of the Agreement, Apostle may archive Customer Data in accordance with its internal offboarding procedures. Customer Data is not necessarily deleted immediately following termination and may remain archived for operational, administrative, legal or security purposes. Customer Data shall thereafter be deleted or anonymised in accordance with Apostle’s internal retention policies, unless longer retention is required by applicable law.
13. Customer acknowledges that backup files, disaster recovery copies and system snapshots constitute historical copies maintained for business continuity purposes. Customer Data contained in such backups is not actively modified or deleted following termination of the Agreement and shall expire through Apostle’s normal backup retention and overwrite procedures.

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Article 17. Right of Use

1. Apostle grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services during the term of the Agreement solely for Customer’s internal business purposes.
2. The right of use is limited to the agreed number of Users, the agreed package, agreed modules, agreed usage limitations and the agreed term.
3. Customer shall not use the Services unlawfully, use the Services for spam, distribute malware, violate third-party rights, overload the Services or use the Services in a manner harmful to Apostle or third parties.
4. Customer shall comply with applicable laws, Documentation, reasonable security instructions and applicable social media platform policies.
5. Apostle may reasonably suspend or limit usage where necessary to protect security, integrity, availability, stability of the Services or other customers.
6. Customer shall remain responsible for all acts and omissions of its Users.
7. If Customer or any User acts in violation of the Agreement, applicable law, the rights of third parties or Apostle’s reasonable rules of use, Apostle shall be entitled to take appropriate measures, including restricting, suspending or terminating access to the Services, to the extent such measures are reasonable and proportionate having regard to the nature and seriousness of the violation.
8. Measures taken pursuant to Article 17.7 shall, where reasonably possible, be proportionate and preceded by notice to Customer, unless immediate action is required due to security, legal obligations or acute risks.

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Article 18. APIs and Integrations

1. Apostle may make APIs, integrations or connections with third-party services available as part of the Services.
2. The availability and proper functioning of APIs and integrations depend in part on third-party platforms, software, authentication providers and other external technical dependencies over which Apostle has no control.
3. Apostle does not guarantee the uninterrupted availability, continued compatibility or continued operation of third-party APIs or integrations.
4. Third-party providers may modify, suspend or discontinue APIs, authentication methods, technical requirements, rate limits, platform policies or available functionalities at any time. Apostle shall not be liable for any resulting limitation, disruption or loss of functionality of the Services.
5. Customer shall remain responsible for obtaining and maintaining all third-party accounts, licences, permissions, subscriptions and authorisations required for the use of integrations with third-party services.
6. Apostle may reasonably modify, replace, suspend or discontinue integrations where reasonably necessary due to changes made by third-party providers, security considerations, legal requirements or technical developments.
7. Unless expressly agreed otherwise in writing, Apostle does not guarantee that existing or future third-party integrations will remain available throughout the term of the Agreement.

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Article 19. Single Sign-On

1. Where included in the agreed Services or otherwise agreed in writing, Apostle may provide Single Sign-On (“SSO”) functionality.
2. Customer shall remain fully responsible for the management, security and proper configuration of its own identity provider environment, including user lifecycle management, authentication policies and access rights.
3. Apostle does not guarantee uninterrupted availability, compatibility or continuous operation of SSO functionality where such functionality depends on third-party identity providers, authentication services or Customer’s own configurations.
4. Apostle shall not be liable for disruptions, authentication failures, synchronisation issues or unauthorised access resulting from Customer’s identity provider, third-party authentication providers, Customer’s own configurations or external authentication systems.
5. Customer shall ensure that access rights of former employees, contractors and Users are revoked in a timely manner and shall remain fully responsible for all access granted through its identity provider environment.

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Article 20. Training and Implementation

1. Apostle may provide implementation services, onboarding services, training or guidance where agreed in the applicable Order Form or otherwise agreed in writing.
2. Unless expressly agreed otherwise in writing, implementation services, onboarding services and training shall be performed on a commercially reasonable efforts basis and do not constitute obligations to achieve a specific result.
3. Customer shall provide all cooperation reasonably required by Apostle for the implementation of the Services, including the timely provision of information, access, decisions, personnel and technical resources.
4. Delays resulting from Customer’s failure to provide the required cooperation, information or access may result in adjusted implementation timelines and any additional costs reasonably incurred by Apostle may be charged to Customer.
5. Unless expressly agreed otherwise in writing, Apostle does not guarantee implementation dates, go-live dates, user adoption, customer engagement or any specific operational or commercial results.
6. Following completion of the implementation, the Services shall be deemed to be delivered in accordance with the acceptance provisions set out in Article 5 of these General Terms & Conditions.

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Article 21. AI Functionalities

1. Apostle may provide optional AI Functionalities, including FIN, as part of the Services.
2. AI Functionalities may rely on external AI providers, machine learning models, large language models or other third-party AI infrastructure.
3. Customer acknowledges that AI-generated output may be inaccurate, incomplete, contain errors or produce unexpected results and therefore requires appropriate human review.
4. Customer remains solely responsible for reviewing AI-generated output, assessing its suitability, ensuring compliance with applicable laws and regulations and for all decisions, actions and consequences arising from the use of AI-generated output.
5. Unless expressly agreed otherwise in writing, Apostle shall not use Customer Data processed through commercial AI providers for training publicly available or general-purpose AI models.
6. Apostle does not guarantee uninterrupted availability of AI Functionalities, specific output quality, specific outcomes, compatibility with every use case or continued availability of third-party AI services.
7. Apostle may modify, limit, replace or discontinue AI Functionalities where reasonably necessary due to technological developments, legal or regulatory requirements, third-party restrictions, ethical considerations, security requirements or operational reasons.
8. AI Functionalities are intended solely as a supporting tool and do not replace human judgement. Customer shall at all times remain solely responsible for assessing the accuracy, completeness and suitability of AI-generated output and for all decisions, actions and consequences arising from its use.
9. Where AI Functionalities make use of AI providers or subprocessors established outside the European Economic Area (EEA), such processing shall take place solely in accordance with applicable data protection legislation, the applicable Data Processing Agreement and appropriate transfer mechanisms as required under the GDPR.

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Article 22. Miscellaneous Provisions

1. Customer may not assign, transfer or otherwise transfer the Agreement or any rights or obligations arising therefrom without Apostle’s prior written consent.
2. Apostle may assign or transfer the Agreement to an affiliated company, legal successor or purchaser of all or substantially all of its business activities.
3. Failure by either Party to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
4. Electronic communications, electronic signatures and electronic acceptance mechanisms shall have the same legal force and effect as written signatures, to the extent permitted by applicable law.
5. The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations, understandings and agreements relating thereto.
6. Any amendment to or deviation from the Agreement shall be valid only if agreed in writing by both Parties.
7. If any provision of the Agreement is held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall replace the invalid provision with a valid provision that reflects the original intent as closely as reasonably possible.
8. Provisions which by their nature are intended to survive termination of the Agreement shall remain in force after termination, including provisions relating to confidentiality, intellectual property, payment obligations, liability, governing law and dispute resolution.
9. Nothing in the Agreement shall be construed as creating a partnership, joint venture, agency, employment relationship or any other relationship other than that of independent contracting parties.
10. Customer grants Apostle the right to use Customer's company name, logo, and use case for marketing or promotional purposes. Upon seeing success, Customer agrees to work with Apostle to produce a public case study, quote, or customer statement, and to participate in up to four (4) reference calls, as reasonably requested by Apostle. Apostle will reach out for customer involvement and align on a schedule, and will not publish or arrange any of the foregoing without customer approval.

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Article 23. Governing Law and Jurisdiction

1. These General Terms & Conditions, the Agreement and all legal relationships arising therefrom shall be governed exclusively by the laws of the Netherlands, excluding the rules of Dutch private international law that would lead to the application of any other law.
2. The Parties shall first make reasonable efforts to resolve any dispute arising out of or in connection with the Agreement amicably and in good faith through mutual consultation.
3. If the Parties fail to resolve the dispute amicably, the dispute shall be submitted exclusively to the competent court of the District Court of Oost-Brabant, location ’s-Hertogenbosch, the Netherlands.