Terms of Service

Effective date: 27 May 2026 | Version 1.1

Penningmeester.ai BV · Professor van der Waalsstraat 32, 2014 EG Haarlem, the Netherlands · KVK 96218886 · VAT NL867518005B01

Contact: legal@minerva-digital.io

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These Terms of Service ("Terms") constitute a legally binding agreement between you (and, where applicable, the organisation you represent) and Penningmeester.ai BV ("Minerva", "we", "us"). By creating an account, accepting an invitation, purchasing a subscription or credits, or otherwise using the Minerva Platform or Arena, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the services.

These Terms are intended for business customers and professional users. If you are a consumer (a natural person acting outside any trade, business, craft, or profession), additional rights may apply under Dutch and EU consumer protection law. Contact us at legal@minerva-digital.io if this applies to you.

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1. Definitions

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2. The Services

2.1 Minerva Platform

The Minerva Platform is a multi-tenant AI operating system for knowledge-intensive professional organisations. Features include AI-assisted knowledge management, document ingestion and retrieval, RAG-based chat, workflow automation, document production, prospect intelligence, and sales and marketing tooling, among others. Access is provided on a per-organisation subscription basis. Each organisation's data is logically isolated from all other organisations.

2.2 Arena

Arena is a public AI planning tool. Individual users may create an Arena Account, run multi-model AI plans, ask follow-up questions, and purchase Credits. Arena users have no organisational affiliation within the platform.

2.3 Plugins

Certain features are delivered as Plugins and are subject to additional licensing terms. Installing a Plugin constitutes acceptance of any Plugin-specific terms presented at the time of installation.

2.4 Service Changes

We reserve the right to modify, add to, or discontinue any feature, Plugin, or aspect of the Services at any time. We will provide reasonable advance notice of material changes via email or in-platform notification where practicable. Continued use of the Services after any change constitutes acceptance of the updated Terms or features.

2.5 Beta Features

Certain features may be made available in preview or beta form. Beta features are provided "as is", may be unstable or incomplete, and are not subject to any service level commitments. We may discontinue beta features at any time.

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3. Accounts and Access

3.1 Account Registration

To use the Services, you must create an account and provide accurate, current, and complete information. You are responsible for keeping your account information up to date. Accounts may not be shared with or transferred to any other person or entity.

3.2 Customer Administrators

Customers designate one or more administrators who manage Users, workspaces, integrations, billing, and permissions. Administrators are responsible for all actions taken within their organisation's account.

3.3 User Invitations

Customers are responsible for the Users they invite to the Minerva Platform. By inviting a User, the Customer warrants that the User is authorised to act on the Customer's behalf and that the Customer has the authority to bind the User to these Terms.

3.4 Credentials

You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at legal@minerva-digital.io if you become aware of any unauthorised access to your account. We are not liable for any loss or damage arising from your failure to protect your credentials.

3.5 Minimum Age

You must be at least 18 years old to create an account or use the Services. By creating an account, you confirm that you meet this requirement.

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4. Acceptable Use

4.1 Permitted Use

You may use the Services solely for your own internal professional purposes and, where you are a Customer, for the benefit of your organisation. Use of the Services for the benefit of third parties (other than your organisation's own clients in the ordinary course of business) requires our prior written consent.

4.2 Prohibited Conduct

You must not, and must not permit any User to:

• Use the Services to generate, store, transmit, or process content that is unlawful, harmful, fraudulent, deceptive, abusive, defamatory, obscene, or that infringes third-party rights;
• Use the Services to create, distribute, or deploy malware, spam, phishing attacks, or other malicious or deceptive materials;
• Attempt to circumvent, disable, or interfere with any security, authentication, credit metering, or access control mechanism of the Services;
• Scrape, crawl, harvest, or otherwise extract data from the Services by automated means beyond what is expressly permitted by our API documentation;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying models of the Services;
• Use the Services to train, fine-tune, or improve any AI model or system that is not operated by us, except as expressly permitted in writing;
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity;
• Use the Services in a manner that violates any applicable law, regulation, or third-party rights, including data protection laws and anti-spam regulations;
• Use the outreach and sales features of the Services to send unsolicited communications in violation of applicable law, including the GDPR, the Dutch Telecommunications Act, CAN-SPAM, or equivalent legislation in the recipient's jurisdiction. You are solely responsible for ensuring your outreach campaigns are lawful;
• Engage in conduct that places an unreasonable or disproportionately large load on our infrastructure, or that interferes with the use of the Services by others.

4.3 Compliance with Law

You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including those governing data protection, electronic communications, intellectual property, export controls, and professional regulation. We do not represent that the Services are suitable for use in any particular jurisdiction.

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5. Subscriptions, Credits, and Billing

5.1 Subscriptions

Access to the Minerva Platform is provided on a subscription basis. Your subscription grants your organisation access to the Platform features corresponding to your selected plan for the applicable subscription term. Subscription fees are set out at the time of purchase and are invoiced in advance.

5.2 Credit-Based Fair Use — How Credits Work

Subscriptions include a monthly credit allowance corresponding to your plan tier. Credits are the unit by which AI usage is metered within the platform. Each AI operation — including AI chat messages above the free tier, plan runs, document ingestion, web searches, and meeting transcription — consumes a defined number of Credits.

Monthly credit allowance: Your subscription plan entitles your organisation to a fixed number of Credits per calendar month. Unused Credits from a given month do not roll over to the following month unless otherwise stated in your Order.

Model tiers: The platform offers multiple AI model tiers — a free tier (efficient models at no credit cost), a standard tier (mid-range models at 1 credit per interaction), and a premium tier (highest-capability models at higher credit cost). You may choose which tier to use for any given operation. When your monthly credit allowance is exhausted or running low, you can continue using the platform by selecting the free or standard tier, which uses more efficient AI models at lower or zero credit cost.

Buying additional Credits: You may purchase additional Credits at any time through the billing section of your account settings. Additional Credits are charged at the prevailing top-up rate and added to your wallet immediately upon payment. Additional Credits do not expire during the term of your active subscription.

Credit consumption is irrevocable: Credits consumed by a completed AI operation are non-refundable, regardless of whether the Output meets your expectations. This is because we incur third-party AI inference costs at the point of execution.

Arena: Arena Account holders purchase Credits directly as pay-as-you-go. Arena Credits do not expire during the lifetime of an active Arena Account.

5.3 Fees and Payment

All fees are quoted in Euros (EUR) unless otherwise stated in your Order. Subscription fees are billed in advance on a monthly or annual basis. Additional Credits and Plugin subscriptions are billed at the time of purchase. Payment is processed via Stripe. We do not store payment card details — all card data is held by Stripe under their own terms. Invoices are issued electronically to the billing contact associated with your account.

5.4 Taxes

All fees are exclusive of VAT and any other applicable taxes. Where VAT is chargeable, it will be added to your invoice at the applicable rate. Business customers in the EU with a valid VAT registration number may be eligible for reverse charge treatment. Provide your VAT number during registration to have it applied to future invoices. You are responsible for any withholding taxes, duties, or levies imposed by your jurisdiction.

5.5 Late Payment

Invoices are due within 30 days of the invoice date. Overdue undisputed amounts will accrue interest at 1% per month (or the maximum rate permitted by Dutch law, if lower). We reserve the right to suspend access to the Services for non-payment after reasonable notice.

5.6 Disputes

If you dispute an invoice, notify us at legal@minerva-digital.io within 14 days of the invoice date with details of the dispute. You must pay undisputed amounts in full by the due date. We will investigate and resolve disputes in good faith.

5.7 No Refunds

Subscription fees and purchased Credits are non-refundable except: (a) where required by mandatory applicable law; (b) where we terminate your account without cause before the end of a paid subscription term, in which case we will refund a pro-rated portion of any prepaid fees for the unused period; or (c) at our sole discretion in exceptional circumstances.

5.8 Price Changes

We may change our pricing with at least 30 days' written notice. Price changes will not apply to your current subscription term; they will take effect on your next renewal.

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6. AI Outputs — Disclaimer and User Responsibility

This section is important. Please read it carefully.

6.1 Nature of AI Outputs

The Services use large language models and other AI systems to generate Outputs. AI-generated Outputs are probabilistic, not deterministic. They may be incomplete, inaccurate, outdated, biased, or otherwise unsuitable for your intended purpose. The models we use may "hallucinate" — that is, generate plausible-sounding content that is factually incorrect, references that do not exist, or conclusions that are not supported by the underlying data.

6.2 Your Responsibility to Verify

You are solely responsible for evaluating, verifying, and deciding whether to rely on any Output generated by the Services. Before acting on any Output — including but not limited to legal, financial, medical, regulatory, technical, or business decisions — you must independently verify its accuracy and suitability using appropriate professional expertise and sources. The Services are a productivity and research tool, not a substitute for professional judgment.

Outputs do not constitute legal advice, financial advice, medical advice, regulatory guidance, or professional advice of any kind. We are not a law firm, financial institution, medical practice, or regulated professional service. If you require professional advice, consult a qualified practitioner.

6.3 Source Verification

Where an Output cites, references, or appears to draw on specific sources, documents, or data, you must independently verify that those sources exist and say what the Output claims. We do not guarantee that cited sources are accurate, up to date, accessible, or that they support the conclusions drawn. The presence of a citation does not validate an Output.

6.4 No Warranty on Outputs

To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, regarding Outputs, including any warranty of accuracy, fitness for a particular purpose, or non-infringement. We provide Outputs "as is" and "as available". The risk of using Outputs is entirely yours.

6.5 Regulated Industries and High-Stakes Decisions

If you use the Services in a regulated industry (including but not limited to legal, financial services, healthcare, or public sector) or for any decision with material legal, financial, reputational, or safety consequences, you must implement appropriate human review and oversight processes. You must not deploy AI Outputs in any automated decision-making system that produces legal or similarly significant effects on individuals without appropriate human oversight and, where required, compliance with Art. 22 GDPR.

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7. Intellectual Property

7.1 Minerva's Intellectual Property

The Services, including all software, models, algorithms, interfaces, data structures, documentation, and underlying technology, are and remain the exclusive property of Penningmeester.ai BV and its licensors. Nothing in these Terms transfers any ownership interest in the Services to you. "Minerva", "Minerva Digital", "Arena", and associated logos are trade names and marks of Penningmeester.ai BV.

7.2 Your Content

You retain ownership of all Customer Content you submit to the Services. By submitting Customer Content, you grant us a limited, non-exclusive, royalty-free licence to process, store, transmit, and use your Customer Content solely to provide and improve the Services and as described in our Privacy Policy. We do not claim ownership of your Customer Content.

7.3 Outputs

As between you and us, you own the Outputs generated by the Services in response to your instructions, subject to the following: (a) we retain all rights in the underlying models, software, and infrastructure used to produce them; (b) Outputs are generated from large language models and may be similar or identical to Outputs generated for other users — we do not guarantee Output uniqueness; (c) you are solely responsible for ensuring that your use of Outputs does not infringe any third-party rights.

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, including incorporation into the Services, without obligation or compensation.

7.5 Platform Intelligence Database

The platform maintains a shared database of professional contact and company information sourced from publicly available sources ("platform_contacts" and "platform_companies"). This database is our proprietary asset. Customer Content (such as uploaded CRM notes or private contact lists) is never used to populate this shared database.

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8. Marketing and Reference Rights

8.1 Customer Reference

By accepting these Terms (or entering into any Order governed by these Terms), you grant Penningmeester.ai BV a non-exclusive, worldwide, royalty-free right to:

• Identify your organisation by name and display your organisation's official logo in our marketing materials, website, sales presentations, case studies, investor materials, and press releases, for the purpose of identifying you as a customer of the Services;
• Reference your organisation's use of the Services in general terms (e.g., "Minerva is used by [Organisation Name] for AI-assisted research workflows").

8.2 Scope of Reference Right

This right applies to your organisation as a legal entity and its official branding — not to individual Users, employees, or any named individuals within your organisation. We will not identify, quote, or feature individual people without their separate, specific written consent.

8.3 Usage Standards

Any use of your organisation's logo or brand will comply with your publicly available brand guidelines where known to us. We will not use your brand in a manner that suggests endorsement of a political position, or in any context that is materially inaccurate or misleading.

8.4 Variation of Reference Right

The marketing reference right granted in Section 8.1 is a contractual right arising from and forming part of this Agreement. It may only be varied, limited, or withdrawn by a written amendment to these Terms agreed between the parties and signed by an authorised representative of Penningmeester.ai BV. No unilateral notice, request, or communication by the Customer shall be effective to withdraw or limit this right outside of such a formal amendment process.

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9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

9.2 Obligations

Each party agrees to: (a) use the other party's Confidential Information solely for the purposes of the Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (c) not disclose Confidential Information to third parties without the disclosing party's prior written consent, except to its employees, contractors, and advisors who need to know the information and are bound by equivalent obligations.

9.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) must be disclosed by law or court order, provided the receiving party gives prompt prior written notice where permitted and cooperates to limit the scope of disclosure.

9.4 Duration

Confidentiality obligations survive termination of the Agreement for a period of three years, except that obligations in respect of trade secrets continue indefinitely.

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10. Data Protection

10.1 Privacy Policy

Our collection and use of personal data in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference and available at minerva-digital.io/privacy.

10.2 Data Processing Agreement

For business Customers, a Data Processing Agreement ("DPA") is embedded within our Privacy Policy (Section 11 of the Privacy Policy). By accepting these Terms, Customers enter into the DPA, which governs our processing of personal data on behalf of the Customer.

10.3 Customer Responsibilities

Customers are the data controller for all personal data contained in Customer Content. Customers warrant that they have a lawful basis for all personal data they upload to the Services, and that they have fulfilled their own transparency obligations to affected individuals.

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11. Third-Party Services and Integrations

11.1 AI Model Providers

The Services route requests to third-party AI model providers, including providers outside the European Union. By using the Services, you acknowledge that your prompts and Customer Content may be transmitted to these providers as described in our Privacy Policy. We select providers who have agreed not to use your data for model training. See our Privacy Policy for the full list.

11.2 Customer-Connected Integrations

The Services allow you to connect third-party tools and services (such as Google Drive, LinkedIn via HeyReach, Apollo, Instantly, and others). When you enable such integrations: (a) your use of those third-party services is governed by the terms and privacy policies of those services; (b) you are responsible for ensuring you have the rights and authorisations necessary to connect those services; (c) Minerva is not responsible for the availability, accuracy, or conduct of third-party services.

11.3 No Endorsement

Our integration with or reference to any third-party service does not constitute an endorsement of that service.

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12. Limitation of Liability

12.1 Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, loss of revenue, loss of data, loss of business, or loss of anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such damages.

12.2 Aggregate Cap

Each party's total aggregate liability to the other arising out of or in connection with the Agreement shall not exceed the greater of: (a) the total fees paid or payable by the Customer to us in the 12 months immediately preceding the event giving rise to the claim; or (b) €500. For Arena users, the cap is the total Credits purchased in the preceding 12 months.

12.3 AI-Specific Limitation

We are not liable for any loss, damage, harm, or liability arising from your reliance on, or use of, any AI-generated Output. This includes without limitation losses arising from inaccurate, incomplete, or hallucinated Outputs; decisions made on the basis of Outputs; or actions taken (or not taken) as a result of Outputs. You acknowledge that this limitation is a fundamental part of the basis on which we make the Services available.

12.4 Exceptions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited by applicable law.

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13. Indemnification

13.1 By Customer

The Customer shall indemnify, defend, and hold harmless Penningmeester.ai BV, its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Customer Content, including any claim that Customer Content infringes the rights of any third party; (b) the Customer's or any User's use of the Services in violation of these Terms or applicable law; (c) outreach or communications sent using the Services that violate applicable anti-spam, data protection, or marketing laws.

13.2 By Minerva

Penningmeester.ai BV shall indemnify and defend the Customer from and against claims that the Services as provided by us directly infringe any third-party intellectual property right, provided that the Customer: (a) promptly notifies us in writing; (b) gives us sole control of the defence and settlement; and (c) provides reasonable assistance. This obligation does not apply if infringement arises from Customer Content, Customer modifications, or combination of the Services with third-party products not provided by us.

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14. Term and Termination

14.1 Term

These Terms apply from the date you first create an account or use the Services and continue until terminated in accordance with this section.

14.2 Subscription Term

Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) unless you cancel before the renewal date. Cancellation takes effect at the end of the current billing period.

14.3 Termination for Cause

Either party may terminate the Agreement immediately on written notice if the other party: (a) commits a material breach of the Agreement that is not remedied within 14 days of written notice of the breach; or (b) becomes insolvent, is placed in liquidation or administration, or ceases to carry on business.

14.4 Termination by Us

We may suspend or terminate your access to the Services: (a) immediately if we believe your use poses a security risk or violates the Acceptable Use provisions; (b) for non-payment after 14 days' notice; or (c) by giving 30 days' written notice for any other reason.

14.5 Effect of Termination

On termination: (a) all rights granted under these Terms cease immediately; (b) you must stop using the Services; (c) unused Credits and prepaid subscription fees are non-refundable except as required by law or as set out in Section 5.7(b); (d) we will retain and delete Customer Content as described in our Privacy Policy; (e) provisions that by their nature should survive termination (including Sections 6, 7, 8, 9, 12, 13, 15, and 16) shall survive.

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15. Warranties and Disclaimer

15.1 Our Warranties

We warrant that: (a) we have the right and authority to provide the Services under these Terms; (b) we will provide the Services with reasonable skill and care; (c) we will implement and maintain the security measures described in our Privacy Policy.

15.2 Disclaimer

To the fullest extent permitted by applicable law, the Services (other than as set out in Section 15.1) are provided "as is" and "as available", without any warranty of any kind. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. We do not warrant that the Services will be available at all times, free from errors or vulnerabilities, or that Outputs will be accurate or complete.

15.3 Third-Party Services

We make no warranties regarding any third-party AI model providers, integrations, or services accessible through the platform. Their availability and performance are outside our control.

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16. General

16.1 Governing Law

These Terms are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Dispute Resolution

The parties will attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiation. If a dispute cannot be resolved within 30 days of written notice, it shall be submitted to the exclusive jurisdiction of the competent courts in Haarlem, the Netherlands. Nothing prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

16.3 Entire Agreement

These Terms, together with any Orders, our Privacy Policy, and any Plugin-specific terms, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, or understandings. Any Customer purchase order or other Customer-issued document does not modify these Terms unless expressly agreed in writing by an authorised representative of Penningmeester.ai BV.

16.4 Amendments

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice via email or in-platform notification. Continued use of the Services after the notice period constitutes acceptance of the updated Terms. The current version of these Terms is always available at minerva-digital.io/terms.

16.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.6 Waiver

A failure by either party to exercise or enforce any right under these Terms does not constitute a waiver of that right.

16.7 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate, successor, or acquirer without your consent, provided we give you reasonable notice. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

16.8 Force Majeure

Neither party is liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, wars, pandemics, failure of third-party infrastructure, or actions of third-party AI model providers. The affected party must notify the other promptly and resume performance as soon as reasonably practicable. If the force majeure event continues for more than 60 days, either party may terminate the Agreement on written notice without liability.

16.9 Notices

Notices under these Terms must be in writing. Notices to us should be sent to legal@minerva-digital.io or by post to Penningmeester.ai BV, Professor van der Waalsstraat 32, 2014 EG Haarlem, the Netherlands. Notices to you will be sent to the email address associated with your account. Notices are effective on the date sent.

16.10 Language

These Terms are written in English. In the event of any conflict between an English version and any translation, the English version prevails.

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17. Contact

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Penningmeester.ai BV · KVK 96218886 · BTW NL867518005B01

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