General Terms and Conditions (SaaS)

Effective date: 1 December 2025

These General Terms and Conditions apply to the use of the DBench.cloud software-as-a-service platform and related services. Please read them carefully before using the Service.

1. Definitions and scope

1.1 These Terms apply to all offers, quotations and agreements under which DBench.cloud (DBRE-Arch Consulting), established in the Netherlands, provides its software-as-a-service platform and related services (“SaaS Services”) to business customers (“Customer”).
1.2 Deviations from these Terms are only valid if agreed in writing. Customer’s purchase or other general terms are expressly rejected.

2. SaaS Services and availability

2.1 The SaaS Services are provided as an online service; no source code or on-premise software is transferred. Customer receives a non-exclusive, non-transferable, limited right to use the SaaS Services during the term of the agreement, solely for its internal business purposes.
2.2 DBench.cloud will use reasonable efforts to achieve agreed service levels and availability targets, as specified in the order or SLA. Scheduled maintenance will be announced in advance where reasonably possible.
2.3 Customer is responsible for its own internet connection, devices, configurations and third-party services required to access the SaaS Services.

3. Customer obligations

3.1 Customer shall provide all information and cooperation reasonably required for DBench.cloud to deliver the SaaS Services.
3.2 Customer shall ensure that all users keep login details confidential and use the SaaS Services in compliance with applicable laws and these Terms, including acceptable-use restrictions (no unlawful content, malware, or infringement of third-party rights).
3.3 Customer is responsible for the content and data it uploads or processes via the SaaS Services (“Customer Data”) and warrants that such use is lawful and does not infringe third-party rights.

4. Fees and payment

4.1 Customer shall pay the fees specified in the order form, pricing page or Service Agreement. Unless stated otherwise, all fees are quoted as VAT-inclusive total amounts, and include any applicable value added tax or similar sales taxes that DBench.cloud is required to charge.
4.2 Fees for subscriptions are billed in advance per billing period. Where payment is collected automatically through Stripe (for example by credit card or SEPA direct debit), the fee is due and payable on the (renewal) date of the subscription period and is charged immediately to the default payment method on file.
4.3 Where DBench.cloud issues an invoice for manual payment (for example if Customer chooses invoice billing instead of automatic charging), the payment term is thirty (30) days from the invoice date, unless a different term is explicitly agreed in writing and permitted under applicable Dutch and EU payment term rules. If Customer fails to pay on time, DBench.cloud may charge statutory commercial interest and reasonable collection costs, and may suspend access to the SaaS Services after prior notice.
4.4 If and to the extent that reverse charge, zero-rated, or VAT-exempt treatment applies under applicable tax rules (for example for certain B2B cross-border supplies), the prices may be treated as VAT-exclusive and Customer shall be responsible for any self-assessed or withheld taxes.
4.5 DBench.cloud may adjust prices annually in line with market developments or inflation; material increases will be communicated in advance, giving Customer the right to terminate as of the effective date if it does not agree.

6. Data protection and confidentiality

6.1 Each party shall keep confidential all non-public information received from the other party and use it only for the performance of the agreement, unless disclosure is required by law or a competent authority.
6.2 Where DBench.cloud processes personal data on behalf of Customer within the meaning of the GDPR, the parties will conclude a separate data processing agreement in accordance with Article 28 GDPR.
6.3 DBench.cloud will implement appropriate technical and organisational security measures, taking into account the state of the art, implementation costs, and the nature and risks of the processing.

7. Warranties and disclaimers

7.1 The SaaS Services are provided “as is” and “as available”. DBench.cloud does not warrant that the SaaS Services will be uninterrupted, error-free or fit for Customer’s specific purposes, except where explicitly stated in the agreement.
7.2 Customer is responsible for configuring the SaaS Services, validating results, and making back-ups of its own data to the extent reasonably possible.

8. Liability

8.1 DBench.cloud is only liable for direct damages resulting from an attributable breach of its obligations, subject to the limitations in this clause.
8.2 DBench.cloud is not liable for indirect or consequential damages such as loss of profit, loss of data, loss of goodwill or business interruption, except in cases of intent or wilful recklessness by DBench.cloud's management.
8.3 The total aggregate liability per contract year is limited to the amount of fees paid by Customer under the agreement in the twelve (12) months preceding the event giving rise to the claim, with an absolute cap of EUR 25.000.
8.4 Any claim expires if not notified in writing within six (6) months after Customer became aware, or reasonably should have become aware, of the event on which the claim is based.

9. Term and termination

9.1 The agreement is entered into for the initial term specified in the order form. Unless otherwise agreed, subscriptions renew automatically for successive renewal terms equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
9.2 Either party may terminate the agreement with immediate effect for cause if the other party commits a material breach that is not remedied within a reasonable cure period after written notice, or in case of bankruptcy, suspension of payments or liquidation of the other party.
9.3 Upon termination or expiry of the agreement, Customer's right to use the SaaS Services ends. Upon Customer's request made within thirty (30) days after the effective date of termination, DBench.cloud will provide Customer with an export of Customer Data in a commonly used, machine- readable format. After this period, DBench.cloud may delete or anonymise Customer Data, subject to applicable legal retention obligations.

10. Changes to the SaaS Services and Terms

10.1 DBench.cloud may modify the SaaS Services by adding, changing or removing features, provided the core functionality is not materially reduced. Material changes will be announced in advance where reasonably possible.
10.2 DBench.cloud may amend these Terms. In case of a material adverse change, DBench.cloud will notify Customer in advance; if Customer does not agree, it may terminate the agreement as of the date the change takes effect.

11. Applicable law and jurisdiction

11.1 These Terms and all agreements between DBench.cloud and Customer are exclusively governed by the laws of the Netherlands; the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
11.2 All disputes arising out of or in connection with the agreement shall be submitted to the competent court in the district of Midden-Nederland, location Amersfoort, the Netherlands, unless mandatory law provides otherwise.