Terms of Service

Last updated: 2026-03-23

These Terms of Service (“Terms”) are entered into between FerroIT B.V., a company incorporated under the laws of the Netherlands, having its registered office at Scheepswervenweg 7, 9608PD Westerbroek, registered with the Dutch Chamber of Commerce under number 83899472 (“FerroIT”), and the customer identified in the applicable Order Form (“Customer”). FerroIT and Customer may each be referred to as a “Party” and together as the “Parties”.

1. Agreement structure

These Terms govern Customer’s access to and use of FerroIT’s software platform, installed software components, documentation, and related services. The agreement between the Parties consists of:

the applicable Order Form;
any Statement of Work (“SOW”);
these Terms; and
the Appendices.

If there is a conflict, the order of precedence is the same as listed above, unless expressly agreed otherwise in writing.

2. Definitions

In these Terms:

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
Agreement means the Order Form, any SOW, these Terms, and the Appendices.
Anonymized Data means data derived from Customer Data or Output that has been aggregated and de-identified such that it does not identify, and is not reasonably likely to identify, Customer or any natural person, taking into account the means reasonably likely to be used for re-identification under applicable law.
Applicable Data Protection Laws means all laws applicable to the processing of Personal Data under this Agreement, including, where applicable, GDPR, UK GDPR, and related implementing laws.
Customer Data means data and information submitted, uploaded, or otherwise made available by Customer or its users through the Software.
Documentation means FerroIT’s published user, technical, or operating documentation for the Software.
End User means any individual authorized by Customer to access or use the Software.
Feedback means suggestions, ideas, or requests for improvement relating to the Software or Services, excluding Customer Data and Customer Confidential Information.
Order Form means an ordering document signed by both Parties that references these Terms.
Output means results, reports, models, files, calculations, or other deliverables produced by the Software from Customer Data.
Personal Data has the meaning given in Applicable Data Protection Laws.
Services means hosting, maintenance, support, professional services, implementation services, and related services provided by FerroIT.
SLA means the service level terms in Appendix B or in the applicable Order Form.
Software means FerroIT’s hosted platform, installed software components, and related software made available under the Agreement.
Subscription Term means the initial term and any renewal periods specified in the Order Form.

3. Business use only

The Software and Services are offered only for business use. Customer represents that it acts in the course of a business and not as a consumer.

If a competent court determines that a person or entity using the Services is entitled to mandatory consumer protections, then:

only the affected provisions will be adjusted to the minimum extent necessary to comply with mandatory law;
the remainder of the Agreement remains in force; and
the Parties will in good faith discuss a compliant commercial replacement where needed.

FerroIT may suspend or refuse consumer-facing use that is incompatible with the intended B2B nature of the Services, but will not terminate the entire Agreement solely for that reason if a lawful alternative arrangement is reasonably available.

4. Access and use

Subject to Customer’s payment of fees and compliance with the Agreement, FerroIT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Software and Documentation solely for Customer’s internal business purposes and within the scope stated in the Order Form.

Customer will not, and will not permit others to:

copy, modify, or create derivative works of the Software except as expressly permitted;
reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent mandatory law permits;
remove or alter proprietary notices;
resell, sublicense, lease, distribute, or otherwise commercially exploit the Software except as expressly agreed;
exceed usage limits or licensed scope;
introduce malware or harmful code; or
use the Software in violation of law.

All rights not expressly granted are reserved by FerroIT and its licensors.

5. Ownership and data

5.1 FerroIT ownership

FerroIT and its licensors retain all right, title, and interest in and to the Software, Documentation, Services, and FerroIT confidential information, including all intellectual property rights. The Software is licensed, not sold.

5.2 Customer Data and Output

Customer retains all right, title, and interest in and to Customer Data. As between the Parties, Customer owns Output, excluding any FerroIT technology, software, tools, methods, templates, know-how, or other intellectual property embodied in or used to generate the Output.

Customer grants FerroIT a limited right to process Customer Data and Output only as necessary to provide, secure, maintain, support, and back up the Services, and otherwise as instructed by Customer, permitted by the Agreement, or required by applicable law. Any use of Customer Data or Output for service improvement will be limited to the extent permitted by Applicable Data Protection Laws, the DPA, and the Parties’ agreed processing instructions. Nothing in this Section limits FerroIT’s right to use Anonymized Data in accordance with Section 5.3.

5.3 Anonymized Data and product improvement

FerroIT may create and use Anonymized Data for lawful business purposes, including analytics, benchmarking, security, service improvement, product development, and research, provided that:

FerroIT will not knowingly use Anonymized Data to identify Customer or any natural person;
FerroIT will not attempt to re-identify Customer or any natural person;
FerroIT will maintain reasonable technical and organizational measures designed to prevent re-identification;
where appropriate to the use case, FerroIT may apply aggregation thresholds, sampling controls, suppression, or comparable privacy-enhancing techniques; and
FerroIT will not disclose Anonymized Data in a manner reasonably likely to reveal Customer confidential information.

FerroIT’s compliance with these safeguards may be reviewed through audit materials made available under the DPA, security documentation, or Section 15, subject to confidentiality restrictions.

5.4 Feedback

If Customer provides Feedback, Customer grants FerroIT a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback without restriction. Feedback does not include Customer Data or Customer Confidential Information.

5.5 Third-party components

The Software may include open source or third-party components subject to separate license terms. Those terms apply to the relevant components.

6. Customer responsibilities

Customer is responsible for:

obtaining and maintaining the systems and connectivity needed to use the Software;
ensuring its users comply with the Agreement and Documentation;
configuring workflows and settings for its own use cases;
verifying the accuracy, completeness, and suitability of Output before relying on it;
maintaining independent backups where Customer considers that necessary; and
obtaining required professional approvals, certifications, or permits for its activities.

7. Safety-critical and maritime use

The Software is a design and workflow tool, not a substitute for professional engineering judgment, independent verification, regulatory review, or certification.

If Customer uses the Software or Output in maritime, engineering, structural, safety-critical, or regulated contexts, Customer must:

independently verify results before reliance;
involve qualified engineers, naval architects, or other licensed professionals where required;
obtain required approvals, certifications, and permits from relevant authorities, class societies, and regulators; and
comply with all applicable standards, rules, and regulations.

FerroIT may provide documentation, version information, calculation references, and audit-trail support reasonably intended to assist Customer’s internal traceability and certification processes, but Customer remains solely responsible for final design decisions, regulatory submissions, construction use, and compliance outcomes.

Except to the extent liability cannot lawfully be excluded or limited, FerroIT is not responsible for Customer’s unverified reliance on Output in safety-critical or regulated use.

8. Third-party integrations

Customer is responsible for third-party services, accounts, and licenses it chooses to use with the Software, unless FerroIT expressly agrees otherwise in writing.

FerroIT is not responsible for third-party services’ availability, accuracy, or security. Where FerroIT offers a documented integration, FerroIT will use commercially reasonable efforts to maintain the integration and to provide reasonable notice of material breaking changes or deprecations as reasonably practicable.

9. Acceptance and warranty

9.1 Acceptance

For deliverables provided under an SOW, Customer has 30 days after delivery to test and reject a deliverable by written notice identifying material reproducible non-conformities. If Customer does not reject within that period, or puts the deliverable into production use beyond limited testing, the deliverable is deemed accepted.

9.2 Limited warranty

For 90 days after the applicable acceptance date, FerroIT warrants that the Software or deliverable will materially conform to the Documentation when used as permitted. Customer’s exclusive remedy for breach of this warranty is, at FerroIT’s option:

repair or correction; or
if correction is not reasonably practicable, termination of the affected Order Form and refund of prepaid unused fees for the affected Software or Services.

9.3 Exclusions

The warranty does not apply to issues caused by misuse, unauthorized changes, third-party products, Customer configurations, Customer Data, or failure to implement updates.

9.4 Disclaimer

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Software and Services are provided “as is” and FerroIT disclaims all other warranties, whether express, implied, statutory, or otherwise.

10. Service levels and maintenance

FerroIT will use commercially reasonable efforts to meet the service levels stated in the SLA. Service credits, if any, are Customer’s sole monetary remedy for availability failures, subject to the Agreement.

FerroIT may perform scheduled and emergency maintenance. FerroIT will use reasonable efforts to provide advance notice for scheduled maintenance that is expected to materially impact availability.

11. Fees, payment, and suspension

Fees, currency, invoicing terms, and any renewal pricing are stated in the Order Form. Fees exclude taxes, duties, and similar charges, except taxes based on FerroIT’s net income.

Late payments may accrue interest at 1.5% per month or the maximum amount permitted by law, whichever is lower.

FerroIT may suspend access if payment is more than 30 days overdue after written notice and a 10-business-day cure period, or immediately where necessary for security, legal, or abuse-prevention reasons. FerroIT will restore access as reasonably practicable after the cause of suspension is resolved. Suspension does not relieve Customer of payment obligations.

12. Term and termination

The Agreement starts on the effective date of the first Order Form and continues for the Subscription Term and any renewal periods stated in the Order Form.

Either Party may terminate for material breach if the breach is not cured within 30 days after notice, or within 60 days if the breach is not reasonably curable within 30 days but cure is being diligently pursued.

Either Party may terminate immediately upon the other Party’s insolvency, bankruptcy, or assignment for the benefit of creditors.

Customer may terminate at the end of the then-current term for convenience by giving the notice stated in the Order Form, or if none is stated, at least 60 days’ prior written notice.

13. Effect of termination and data export

Upon expiration or termination:

Customer’s right to use the Software ends;
Customer may export Customer Data for 180 days after termination, unless otherwise agreed or legally required;
FerroIT will provide export in commonly used machine-readable formats reasonably suited to the data type, such as CSV, JSON, or standard database export formats, together with reasonably necessary schema or structural information where available;
FerroIT will use commercially reasonable efforts not to impose unreasonable API throttling or technical restrictions that materially prevent ordinary export during the export period;
FerroIT will provide reasonable transition assistance on request, subject to a commercially reasonable fee; unless otherwise agreed in the Order Form, fees for standard export assistance will not exceed FerroIT’s then-current professional services rates and will be scoped in advance; and
after the export period, FerroIT will securely delete Customer Data unless retention is required by law or otherwise agreed under the DPA or documented customer instructions.

Accrued payment obligations and provisions that by their nature should survive termination will survive.

14. Data protection, privacy, and security

14.1 Roles

For Personal Data processed under the Agreement, Customer is the Controller and FerroIT is the Processor unless otherwise agreed in writing.

14.2 DPA

The Parties will enter into the DPA attached as Appendix A or otherwise agreed in writing. If there is a conflict between these Terms and the DPA on Personal Data processing, the DPA controls for that subject matter.

14.3 Security posture

FerroIT will maintain appropriate technical and organizational measures designed to protect Customer Data and Personal Data. FerroIT’s security program may include controls aligned with recognized standards and frameworks, depending on the relevant Services and operational scope, including:

ISO/IEC 27001;
SOC 2 Type II; and
applicable cybersecurity resilience obligations, including NIS2-related requirements where relevant.

References to standards or frameworks in this Agreement do not constitute a representation that FerroIT holds any particular certification unless expressly stated in writing.

FerroIT will make reasonable summary information about relevant certifications, reports, or security measures available under confidentiality restrictions.

14.4 Personal Data breaches

FerroIT will notify Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Data and, where expressly required by the applicable DPA, within the timeframe stated there.

14.5 Subprocessors

FerroIT may use subprocessors subject to the DPA. FerroIT will maintain a subprocessor list and provide notice of material changes where required under the DPA.

15. Confidentiality and audit materials

Each Party will protect the other Party’s Confidential Information using at least reasonable care and use it only for purposes of the Agreement. Confidential Information excludes information that is public without breach, already known without restriction, lawfully received from a third party, or independently developed.

Confidentiality obligations survive for 2 years after termination, except for trade secrets, which remain protected as long as they qualify as trade secrets.

On request and subject to confidentiality restrictions, FerroIT may provide reasonable information regarding security, compliance, and relevant audit materials, including available third-party audit reports and certification summaries. Customer audit rights are limited to what is stated in the DPA or otherwise expressly agreed.

16. Indemnification

16.1 FerroIT IP indemnity

FerroIT will defend Customer against third-party claims that the unmodified Software, used in accordance with the Agreement, infringes a third party’s patent, copyright, or trademark in the jurisdiction where the claim is brought, and will pay final damages or approved settlements, subject to Customer:

promptly notifying FerroIT;
giving FerroIT sole control of the defense and settlement, provided FerroIT may not settle in a way that admits Customer fault or imposes non-monetary obligations on Customer without consent; and
providing reasonable assistance.

If the Software is, or is likely to be, enjoined, FerroIT may:

procure the right to continue use;
modify or replace the Software; or
terminate the affected Services and refund prepaid unused fees for the affected portion.

16.2 Exclusions

FerroIT has no indemnity obligation to the extent a claim arises from Customer Data, Output, unauthorized modifications, third-party combinations not supplied by FerroIT, or use outside the Agreement or Documentation.

16.3 Customer indemnity

Customer will defend FerroIT against third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use, Customer’s breach of the Agreement, or Customer’s safety-critical or regulated use of the Software or Output.

17. Limitation of liability

17.1 Unlimited liability carve-outs

Nothing in the Agreement limits or excludes liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
willful misconduct; or
any liability that cannot be limited or excluded under applicable law.

17.2 Liability caps

Except for the carve-outs above and Customer’s indemnity obligations under Section 16.3:

each Party’s aggregate liability for general claims arising out of the Agreement will not exceed the fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the event giving rise to the claim;
FerroIT’s aggregate liability for proven third-party IP indemnity claims under Section 16.1 will not exceed 2 times that amount;
FerroIT’s aggregate liability for proven breaches of Section 14 relating to security incidents or Personal Data breaches, to the extent not already subject to an uncapped category above, will not exceed 2 times that amount; and
service credits are governed exclusively by the SLA and do not increase the liability caps above.

The Parties may agree different caps in an Order Form.

17.3 Excluded damages

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profits, revenue, goodwill, or business interruption, except where such limitation is not permitted by law or where expressly stated otherwise for indemnity obligations.

18. Export controls and compliance

Each Party will comply with applicable export control, sanctions, anti-bribery, and anti-corruption laws. Customer represents that it is not prohibited from receiving the Software or Services under applicable trade or sanctions laws.

19. Force majeure

Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, widespread cyberattacks by third parties, pandemics, or failures of third-party infrastructure providers. If such an event continues for more than 60 days, either Party may terminate the affected Order Form on written notice.

20. General

These Terms are governed by the laws of the Netherlands, excluding conflict-of-law rules. The competent courts in Amsterdam, the Netherlands have exclusive jurisdiction, unless mandatory law provides otherwise. The CISG does not apply.

Notices must be in writing and sent to the addresses stated in the Order Form or otherwise designated in writing.

Customer may not assign the Agreement without FerroIT’s prior written consent, except in connection with merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. FerroIT may assign the Agreement to an Affiliate or successor in connection with merger, reorganization, or sale of substantially all assets on notice to Customer.

If any provision is unenforceable, the rest remains effective and the Parties will replace the provision with a valid one that most closely reflects the original intent.

No amendment is effective unless in writing and signed by authorized representatives of both Parties.

Failure to enforce a provision is not a waiver.

The Parties are independent contractors and do not form a partnership, joint venture, or employment relationship.

FerroIT may identify Customer as a customer and use Customer’s name or logo only with Customer’s prior written consent.

Appendix A — Data Processing Addendum

This Appendix A forms part of the Agreement where FerroIT processes Personal Data on behalf of Customer.

Customer is Controller and FerroIT is Processor unless otherwise agreed in writing.
FerroIT will process Personal Data only on Customer’s documented instructions unless required by law.
FerroIT will ensure authorized personnel are bound by confidentiality.
FerroIT will implement appropriate technical and organizational measures.
FerroIT will assist Customer with data subject rights, security obligations, DPIAs, and breach response to the extent required by law.
FerroIT will notify Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Data and within any more specific timeframe stated in the applicable DPA or Order Form.
FerroIT may use subprocessors subject to written protections no less protective than this DPA and will provide notice or objection rights where required.
International transfers will be governed by a lawful transfer mechanism such as SCCs and related safeguards where required.
At the end of the Services, FerroIT will return or delete Personal Data in accordance with the Agreement, Customer instructions, and applicable law.
Audit and inspection rights are limited to what is necessary and proportionate, taking into account available certifications, audit reports, and confidentiality restrictions.
Liability under this Appendix is governed by the Agreement, subject to mandatory data protection law.

Appendix B — Service Levels

FerroIT will use commercially reasonable efforts to make the Software available 99.9% per calendar month, excluding scheduled maintenance, emergency maintenance, force majeure, and downtime caused by Customer systems or third-party dependencies outside FerroIT’s reasonable control.
If availability falls below the commitment, Customer may claim service credits within 30 days after the affected month:
- 99.0% to below 99.9%: 10% credit of monthly fees for the affected Service;
- 95.0% to below 99.0%: 25% credit;
- below 95.0%: 50% credit.
Credits are capped at 100% of the monthly fees for the affected Service and are Customer’s sole monetary remedy for availability failures.
If FerroIT misses the availability commitment for 3 consecutive months or 4 months in any rolling 12-month period, Customer may terminate the affected Order Form on 30 days’ written notice.
Support response targets and escalation procedures, if any, will be stated in the Order Form or support schedule.