Terms of Service

Status: Draft for review - This document is provided for operational use and is currently under legal review by external counsel. It may be updated to reflect specialist feedback.

Effective date: 01 January 2026 (or the date you first accept these Terms)

By subscribing to or using ITLedger, you agree to these Terms of Service ("Terms"). You also authorize Brainforge B.V. to process personal data on your behalf as your processor under the GDPR, as outlined in the Data Protection and Processing section below.

  1. Definitions - "Brainforge", "we", "us", or "our": Brainforge B.V., a Dutch private limited company (besloten vennootschap) registered in the Netherlands. - "ITLedger" or "Service": Our software-as-a-service (SaaS) platform and related websites, APIs, and documentation. - "Customer", "you" or "your": The entity or person that registers for, subscribes to, or uses the Service. - "Agreement": These Terms together with any Order Form, pricing page, and any referenced policies or addenda (including the Data Processing and Security Terms). - "Order Form": Any online checkout, in‑app purchase, or written ordering document referencing the Service and pricing. - "Subscription Term": The period during which you have paid for access to the Service. - "Customer Content": Data, files, configurations, and other materials that you or your Users submit to the Service. - "User": An individual you authorize to access the Service under your account.
  1. Scope and Eligibility - Business use only. The Service is provided to business users (B2B). If you are a consumer under EU law, you must not use the Service. - Authority. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms. - Conflicts. If there is a conflict, the following order of precedence applies: (1) a fully executed Order Form, (2) these Terms (including Section 10 Data Processing), (3) policies referenced herein.
  1. Account, Access and Security - Registration. You must provide accurate account information and keep it updated. - Credentials. You are responsible for safeguarding account credentials and all activities under your account. - Suspension. We may suspend access without liability if: (a) you breach these Terms; (b) needed to protect the Service or third parties; or (c) required by law.
  1. Subscriptions, Billing, Taxes and Renewals - Plans and pricing. Plan features and pricing are shown at the time of purchase (or in your Order Form). Fees are in EUR and exclusive of VAT, sales and other taxes unless stated otherwise. - Invoicing and payment. Unless stated otherwise: fees are due in advance, net 14 days from invoice date; late amounts may incur 1.5% per month (or the maximum allowed by law), applied first to interest then principal. - Auto‑renewal. Subscriptions renew automatically for the same term unless canceled before the current term ends. You can cancel renewals in-app or by written notice. Prepaid fees are non‑refundable unless required by law. - Changes. You may upgrade at any time; downgrades take effect at the next renewal term. - Trials and free tier. Free access may have reduced features and can be modified or discontinued at any time.

You will not (and will not permit anyone to): - Use the Service in violation of applicable law, including export, sanction, privacy or IP laws; - Upload illegal, harmful, or infringing content; attempt to gain unauthorized access; or disrupt others’ use; - Reverse engineer or attempt to discover source code except to the extent the restriction is prohibited by applicable law; - Misrepresent your identity or misappropriate the Service to provide a competing service.

  1. Acceptable Use
  1. Intellectual Property and Feedback - Ownership. We and our licensors own all rights in the Service and underlying technology. No rights are granted except as expressly stated. - License to use. Subject to these Terms and timely payment of fees, we grant you a non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Service during the Subscription Term. - Customer Content. You retain ownership of Customer Content. You grant us a worldwide, royalty‑free license to host, copy, process, and display Customer Content solely to provide and improve the Service, perform troubleshooting, security, analytics, and fulfill legal obligations. - Feedback. You grant us a perpetual, irrevocable, royalty‑free license to use feedback or suggestions without restriction.

Each party may disclose Confidential Information to the other. The receiving party will apply reasonable technical and organizational measures to protect it and use it only to perform under the Agreement. These obligations do not apply to information that is public, independently developed, received from a third party without duty of confidentiality, or required to be disclosed by law (with prompt notice where lawful).

  1. Confidentiality
  1. Availability, Support and Changes to the Service - Availability. We aim for high service availability but do not guarantee uninterrupted operation. We do not offer a formal uptime SLA unless expressly agreed in an Order Form. Maintenance windows and updates may occur. - Support. We are a small team. Unless otherwise agreed in an Order Form, support is provided on a reasonable-effort basis during Dutch business hours (Mon–Fri, 09:00–17:00 CET/CEST), excluding Dutch public holidays. Response times are not guaranteed. - Changes. We may improve or modify the Service. Material breaking changes will be announced in advance where reasonably possible.
  1. Warranties and Disclaimers - We provide the Service “as is” and “as available.” To the extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, and non‑infringement. You are responsible for determining whether the Service meets your regulatory and operational needs.

This section forms our data processing terms under Article 28 GDPR. - Roles. For Customer Content that contains personal data, Customer is the Controller and Brainforge is the Processor. For account administration, billing, security logs, and marketing about our own services, Brainforge acts as an independent Controller. - Scope. We will process personal data only: (a) on documented instructions from you, including through your in‑app settings and API calls; (b) to provide the Service; (c) to fulfill legal obligations; and (d) for security, integrity, and fraud prevention. - Categories and data subjects. Typical personal data may include user identity, contact information, usage and device data; data subjects may include your employees, contractors, customers, or end‑users. You determine the categories and volume of personal data submitted. - Security. We implement appropriate technical and organizational measures, including access controls, encryption in transit and at rest (for supported stores), network isolation, vulnerability management, and backup/restore processes proportionate to risk. - Sub‑processors. We use vetted sub‑processors for hosting, storage, telemetry, and support. The current list is available on request via the privacy contact listed below. We will notify you of material changes and provide an opportunity to object on reasonable grounds. - International transfers. Where personal data is transferred outside the EEA/UK/Switzerland to a country without an adequacy decision, we rely on appropriate safeguards such as the EU Standard Contractual Clauses (and UK Addendum where applicable), and additional technical measures where appropriate. - Assistance. We will reasonably assist you with data subject requests, data protection impact assessments (DPIAs), and consultations with supervisory authorities, taking into account the nature of processing and information available to us. - Breach notification. We will notify you without undue delay after becoming aware of a personal data breach affecting your Customer Content, including relevant details as they become available. - Audits. Upon written request no more than once per 12 months, we will make available reasonable audit summaries or responses to industry‑standard security questionnaires based on information in our possession. On‑site inspections are only where required by applicable law or a competent regulator and are subject to mutual agreement on scope, timing, and cost; remote reviews are preferred. All audits must preserve other customers’ confidentiality and our service continuity. - Return and deletion. Upon termination or at your request, we will delete or return Customer Content within 30 days unless we are legally required to retain it. Aggregated or anonymized data that does not identify a person may be retained for analytics and service improvement. - Processor obligations. Personnel are bound by confidentiality. We ensure our sub‑processors are bound by data protection obligations no less protective than those in this section.

  1. Data Protection and Processing (GDPR)
  1. Indemnification - By Customer. You will defend and indemnify us against third‑party claims arising from your Customer Content, your use of the Service in breach of law or these Terms, or any allegation that your data or configurations infringe third‑party rights. - By Brainforge. We will defend and indemnify you against third‑party claims alleging that the Service (as provided by us) infringes EU or U.S. IP rights, and pay final court‑awarded damages or approved settlements, provided you promptly notify us, allow us sole control of the defense, and provide reasonable assistance. We may modify the Service to cure infringement, procure a license, or terminate the affected features with a pro‑rata refund of prepaid fees for the unused period. This does not apply to claims arising from your combinations, modifications, or use contrary to documentation.
  1. Limitation of Liability - Indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, consequential, exemplary, special or punitive damages, or loss of profits, revenue, data, or business. - Cap. Each party’s total aggregate liability arising out of or related to the Agreement will not exceed the fees paid or payable by you to us for the Service giving rise to the claim in the 12 months preceding the first incident giving rise to liability. Nothing limits liability for death or personal injury caused by negligence, for gross negligence or wilful misconduct, or where liability cannot be excluded under mandatory law.
  1. Term, Termination and Data Export - Term. These Terms apply from acceptance and continue through your Subscription Term(s). - Termination for cause. Either party may terminate upon written notice if the other party materially breaches these Terms and fails to cure within 30 days after notice. - Effect. Upon termination or expiry, your right to access the Service ends. For 30 days after termination, we will make Customer Content available for export (unless prohibited by law or you request earlier deletion). Thereafter, we will delete Customer Content per Section 10.

We may update these Terms to reflect changes in law, security, or the Service. We will provide at least 30 days’ notice for material changes (e.g., in‑app notice or email). Continued use after the effective date constitutes acceptance. If you do not agree, you may cancel auto‑renewal and stop using the Service before the change takes effect.

  1. Changes to these Terms

These Terms and any non‑contractual obligations arising out of them are governed by the laws of the Netherlands. The courts of Amsterdam, the Netherlands, have exclusive jurisdiction, without prejudice to mandatory protections under applicable law.

  1. Governing Law and Venue
  1. Miscellaneous - Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. - Force majeure. Neither party is liable for delays or failures due to events beyond reasonable control. - No waiver. Failure to enforce any provision is not a waiver. - Severability. If any provision is unenforceable, the remainder remains in effect and the invalid provision will be interpreted to achieve its intent. - Entire agreement. These Terms and any Order Form comprise the entire agreement and supersede prior understandings on the subject. - Publicity. We may use your name and logo to identify you as a customer, unless you opt out by written notice.
  1. Contact and Legal Notices - Brainforge B.V. (Netherlands) - Operator of ITLedger - Registered address: Exaltolaan 36, 2841 ME Moordrecht, Netherlands - Chamber of Commerce (KvK): 86735497 - VAT (BTW): NL864069315B01 - Websites: https://itledger.eu | https://brainforge.nl - Support: support@itledger.eu - Legal/Privacy: jorrit@brainforge.nl - Sub‑processor list: available on request via jorrit@brainforge.nl - Security overview: https://itledger.eu/security - Privacy policy: https://itledger.eu/privacy

Acceptance By selecting a paid plan or clicking "I agree" during sign‑up, you confirm that: (a) you accept and agree to these Terms on behalf of your organization; and (b) you authorize Brainforge B.V. to process personal data on your behalf as your processor for the purposes of providing the Service, subject to Section 10 above.