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Customer Agreement

This Customer Agreement along with any other terms and policies incorporated herein by reference and form an integral part hereof, as amended from time to time (collectively the “Agreement” or “Customer Agreement”), form a legally binding and enforceable agreement between EdTech Plus B.V. with address at Gustav Mahlerlaan 300, 1082 ME Amsterdam (“ORFI”, “we”, “us”, “our”) and the customer accessing or using the Services (the “Customer”, “you”, or “your”). The Customer and ORFI shall each be referred to as a “Party” and collectively as the “Parties”.

The Services are to be used by you solely in the Territory for business purposes, i.e., for professional Customers, and intended for their professional or business activity, and not for their personal or family use. If you do not agree to all of the terms of this Agreement, you may not access or use the Services.

By accepting this Agreement, either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the Customer indicated on the Order Form (if applicable) or the organization, business, or other legal entity for which you act; and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you may not accept this Agreement and may not use the Services.

The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form or other document that references this Agreement, by using (or making any payment for) the Services or by otherwise indicating your acceptance of this Agreement (the “Effective Date”).

Defined terms used in this Agreement with initial letters capitalized have the meaning given in the “Definitions” Section hereof.

DEFINITIONS

“Account” means the closed section of the Platform, access provided by ORFI to the Customer, containing login details, information on the status of the account, etc.

“Affiliates” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Data Protection Law” means all laws, regulations, rules, and guidance related to privacy, data processing, and data protection applicable to ORFI’s processing of Personal Data in connection with offering and providing the Services by ORFI as specified in the Data Processing Addendum.

“Arrears” means the amount of money that is overdue and unpaid after the due date agreed by the Parties.

“Candidate” means a person who is inquiring about working with the Customer (including employment contract, contract-based, temporary, or freelance roles), and may include an existing employee who makes an enquiry about a new role within the Customer’s organisation.

“Candidate Interview” means the activity during which the Customer invites its Candidates for interview sessions for the Hiring Purpose, which may be video recorded or text transcribed by the Customer.

“Candidate Reports” means written and electronic documents prepared in relation to interviews conducted with individual Candidates, which may include interview notes, test results, feedback, or any other information compiled during the selection process.

“Content” means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials.

“Customer Content” means the Customer and its Users’ Content submitted to the Platform, data on Candidates and/or selection settings for Candidate Reports customized by the Customer (“input”) submitted on the resources of the Platform using the Services, and the received Candidate Reports generated by the Services (“output”).

“Confidential information” means any information of the disclosing party, including, but not limited to, scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (their parts) of computer programs; statistics, information on customers, products, services, research findings.

“Credit(s)” means a unit of value purchased by a Customer from ORFI, which may be used solely within the ORFI Platform to access and purchase specific Services offered by ORFI, namely Conversational interviews and Technical interviews. The number of credits required for each Service is determined and displayed at the time of Service selection and configuration. Credits are not legal tender, do not represent a claim for cash or any monetary equivalent, and have no value outside the ORFI Platform. Credits are non-transferable, non-refundable, and may not be redeemed for cash or any other form of value except as expressly permitted for the purchase of Services on the Platform. Unless otherwise specified in an applicable Order Form or related document, credits expire automatically 12 months from the date of purchase, after which any unused credits are forfeited without refund or liability to ORFI.

“Fees” means the aggregate fees based on the Customer's usage of the Services.

“Hiring Purpose” means the activities and decisions related to recruiting and selecting individuals both for employment and (including contract-based, temporary, or freelance roles) within the Customer’s organization, including activities to prepare or test the Candidate’s fitness for a new role.

“Human-in-the-loop” means implementing the measures and tools to ensure the use of Services is supervised and reviewed by qualified individuals within the Customer’s organization before it is shared or finalized.

“Intellectual Property Rights” or “IPR” means (a) any and all intellectual or industrial property rights anywhere in the world, including patent rights, utility model rights, rights in layout-designs (topographies) of integrated circuits, patent term extensions of any kind, registration rights of any drug, medicine, food stuff, or cosmetics, rights to trade secrets and know-how, design rights, copyrights, moral rights, neighboring rights, database rights or other rights in compilations of data (to the extent applicable under law), trademark rights, rights in trade names, trade dress and internet domain names, service mark rights, brand names, and any and all rights of a similar nature, and (b) all applications for any of such rights, including any divisional, continuation, continuation in part, as well as (c) rights to apply for any such intellectual or industrial property rights (including renewals and extensions), anywhere in the world, and any rights of priority, and (d) any protections that arise from (b) and (c), including all rights to causes of action and remedies related to infringement, misappropriation, violation, dilution, or other unauthorized use of the foregoing, as well as rights to receive income, royalties, damages, payments, or other consideration in connection with the foregoing. For each of the categories (a) through (d), it shall include all rights whether (i) now known, contemplated, or unforeseen, (ii) having a statutory basis or existing under equity, common law, or otherwise, and (iii) registered or unregistered, registrable or not.

“Linked Documents” means documents that are integral parts of this Agreement and apply to the Services by reference. The Linked Documents are specified in Section 19 of this Agreement;

“Order Form” means any Order Form signed by ORFI and Customer describing the Services, Fees, duration, and other matters agreed by the Parties under this Agreement.

“Personal Data” means any information relating to an (directly or indirectly) identified or identifiable individual, as defined by applicable data protection laws and regulations.
“Platform” means ORFI’s software platform available at the Site that provides the means to use the Services and other resources of the Platform.

“Restricted Purpose” means the use of the Services (as well as software products and any other IP rights constituting a part or all of the Service) for or within products (including in software solutions and/or in services related to such software solution) and/or within objects (tangible property) that can be used by the Customer for any of the following military purposes (in accordance with their technical documentation): (a) in weapons and military equipment; or (b) in ammunition; or (c) in military transport for purposes of military use (including ground, air, naval and space).

“Services” means services assisting Customers’ recruiters and hiring managers by transcribing and analyzing Candidate Interviews available via the Platform at the Site.

“Site” means a website available online at https://orfi.ai as may be updated by ORFI from time to time;

“Trial” means the total amount of credits, when the Customer is entitled to test the Services and examine its options free of charge.

“Territory” means the jurisdictions in which the rights and obligations under this Agreement apply, listed at https://www.anthropic.com/supported-countries

“Third Party Services” means the services provided by third-party providers, including but not limited to third-party language model service providers (general-purpose AI model/AI systems) and/or third-party components and services incorporated in the Services.

“User” means any individual or entity that the Customer authorizes to access or use the Services on the Customer’s behalf, including but not limited to employees, contractors, consultants, or agents of the Customer or its Affiliates.

1. SCOPE OF THIS AGREEMENT

1.1. Description of Services. ORFI hereby provides the Customer access to the Platform and the right to use the Services for the Hiring Purpose, and the Customer shall use and pay for the Services according to the provisions of this Agreement.

1.2. Hiring Purpose. The Customer shall use the Services exclusively for the Hiring Purpose. The Customer acknowledges and agrees that ORFI Services are intended solely to support, and not to replace, human decision-making in the hiring process. ORFI does not guarantee the accuracy, completeness, or suitability of the Services for making hiring decisions and disclaims any liability for Customer’s hiring decisions, and the Customer shall not rely on the Services in a substantial or exclusive way, subject to Section 3 (Human-in-the-loop; Use of Outputs) and Section 15 (Disclaimers; Limitation of Liability).

1.3. Use of Customer Content. ORFI shall use Customer Content for the purposes of training, fine-tuning, or otherwise improving any machine learning models, algorithms, or artificial intelligence system unless the Customer has opted out via e-mail (privacy@orfi.ai).

ORFI is permitted to use any Customer Content, whether in its original form or in any anonymized, pseudonymized, or aggregated form, for the purposes of Service improvement, product development, internal analytics, benchmarking, or any similar purpose, unless the Customer has opted out via e-mail (privacy@orfi.ai) in such a case only anonymized and aggregated data will be used for the purposes stated above. 

In any case, the previous use of Customer Content for the purposes mentioned above won’t be affected by you opting out.

2. PROVISION OF SERVICES

2.1. ORFI may:

2.1.1. scan and implement features of the Platform to verify compliance with safety and legal requirements and detect whether dangerous or legally prohibited Customer Content is uploaded to the Platform. Customer Content will not be harmed or deleted in the process unless it is in violation of this Agreement;

2.1.2. take preventive measures for maintenance of the Platform that result in temporary interruptions in the operation of the Services, subject to prior notification to the Customer;

2.1.3. request the Customer to provide additional information and/or documents to confirm the details provided when the Customer signed up to the Platform and entered into this Agreement. ORFI may suspend the Customer's access to the Services if the Customer fails to provide requested information within five (5) calendar days from the date of request;

2.1.4. subcontract the provision of the Services to third parties;

2.1.5. refuse to provide the Services if, in its sole discretion, it determines that its volume of resources is limited or not available to provide the requested Services adequately. In such cases, ORFI shall not bear any responsibility or liability for the inability to provide the requested Services due to resource constraints;

2.1.6. exercise any other rights and obligations stipulated in this Agreement or under applicable laws;

2.2. Customer Affiliates. The Customer may order the Services for use by its Affiliates. In such cases, the rights granted to the Customer under this Agreement, including the right to access and use the Services, shall extend to those Affiliates. Notwithstanding the foregoing, the Customer shall retain the exclusive right to enforce this Agreement against ORFI and shall remain fully responsible for all obligations under this Agreement, including ensuring that its Affiliates comply with all applicable terms and conditions herein. Any act or omission by an Affiliate that would constitute a breach of this Agreement if committed by the Customer shall be deemed a breach by the Customer.

2.3. Service Suspension. ORFI may suspend, limit, or block Customer’s access to use of the Platform, Services, or the Customer Content if the Customer does not comply with the terms of the Agreement. ORFI will use reasonable efforts to notify you of any suspension and give you the opportunity to resolve the issue prior to suspension. 

3. HUMAN-IN-THE-LOOP; USE OF OUTPUTS

3.1. Human-in-the-loop. The Customer shall implement and maintain an effective Human-in-the-loop to use the Services. This includes, but is not limited to, ensuring that a qualified professional within the Customer’s organization reviews all Candidate Reports that may impact decision-making regarding Candidates prior to their dissemination or use. The Customer is solely responsible for evaluating the appropriateness and accuracy of Candidate Reports for its intended use cases and shall ensure that such evaluations are conducted before using or sharing any such reports. The Customer acknowledges and shall inform its Users that factual content within the Candidate Reports may be incomplete, inaccurate, misleading, or outdated and should not be relied upon without independent verification. The Customer shall remain fully liable for implementing and enforcing Human-in-the-loop practices within its organization in accordance with this Agreement. ORFI shall provide reasonable assistance upon the Customer’s request to support the Customer’s compliance with this obligation.

3.2. Use of Outputs. The Customer acknowledges and agrees that within the Services are generated outputs such as the Candidate Reports by Third Party Services utilizing Customer Content and Candidate records—the interpretation and application of these outputs, including any hiring decisions, rest solely with the Customer. The Customer affirms that it will use the Service’s outputs in compliance with all applicable laws and regulations. Accordingly, ORFI shall not be held liable for any decisions or actions taken by the Customer based on the Services’ outputs, including hiring decisions.​

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Ownership by Parties. Except as expressly stated in this Agreement, this Agreement does not grant either Party any rights to the other’s Content or Intellectual Property Rights, by implication or otherwise.

4.2. Ownership by Customer. As between the Parties and to the extent permitted by applicable law, ORFI agrees that Customer retains all rights and owns Customer Content. ORFI disclaims any rights it receives to the Customer Content under this Agreement. Subject to Customer’s compliance with this Agreement, ORFI hereby assigns to Customer its right, title and interest (if any) in, and to Customer Content.

5. SERVICES ACCESS AND MANAGEMENT

5.1. Accounts. To access the Platform and the Services, the Customer must create an account using a valid corporate email address.

5.2. Customer Responsibilities. The Customer is solely responsible for:

(a) all Platform activities by its Users, Affiliates, employees, agents, or third parties under its control;

(b) promptly notifying ORFI of unauthorized access/use of accounts;

(c) managing user authentication, access controls, and periodic review/removal of User permissions;

(d) implementing security protocols (e.g., forced password changes); and

(e) configuring and using the Services securely, maintaining its own safeguards alongside ORFI’s measures.

ORFI is not liable for harm caused by unauthorized access due to the Customer’s failure to secure accounts or terminate access.

5.3. Authorized Users. The Customer remains fully responsible for all account activities, including those of authorized third parties. Third parties (authorized users) must comply with this Agreement, and their acts and omissions are deemed the Customer’s own.

5.4. Control of Customer Content. ORFI does not control the Customer Content available on the Platform, and ORFI is not liable for its accuracy, quality, and permissibility.

5.5. Access to Customer Content. The Customer agrees and confirms that ORFI may receive access to the Customer Content for the following purposes:

5.5.1. For the performance of the Services: ORFI may access and utilize Customer Content to render the Services to the Customer;

5.5.2. For security purposes: ORFI may access Customer Content if ORFI has reasonable grounds to believe that such access is required to maintain the confidentiality, integrity, availability, performance, and resilience of ORFI’s Platform and its Services; and

5.5.3. For legal reasons: ORFI has the right to access, review, and remove all or a part of Customer Content if ORFI has reasonable grounds to believe that the Customer Content breaches the law or this Agreement. The Customer understands that applicable laws could require ORFI to disclose Customer Content, and if these laws apply, ORFI is obliged to comply with them.

6. CHANGES

6.1.  Right to Changes. ORFI may, from time to time, change the terms of the Agreement or the Linked Documents, including pricing.

6.2.  Notice of Changes. ORFI will inform the Customer at least ten (10) calendar days prior to any changes to the terms of the Agreement or the Linked Documents becoming effective, except if the changes apply to new technical functionalities of the Services or new Services to which ORFI is entitled to make changes with no prior notice and which will become effective immediately upon posting on the Site.

6.3.  Notice Procedure. ORFI will notify the Customer of changes to the terms of the Agreement or any of the Linked Documents or pricing hereof by sending to the e-mail address registered by the Customer.

6.4.  Customer’s Right to Terminate. If the Customer does not agree with the changes to the Agreement, Linked Documents or pricing, the Customer may terminate this Agreement by sending a written notice of termination within ten (10) calendar days since the changes become effective. After the expiry of ten (10) calendar days without such notice, the Customer will be deemed to have accepted the changed terms.

7. TRIAL

7.1.  Granting Trial. ORFI may provide the Customer with a Trial to test the Services. A Trial is limited by credits separately agreed by the Parties.

7.2.  Trial Limitation. During the Trial ORFI will be under no obligation to provide the Customer with any support services with respect to the Services. ORFI provides the Customer, during the Trial, a non-exclusive, nontransferable right to access and use the Services for the Customer’s internal evaluation purposes, and subject to the access and use restrictions set forth in this Agreement or otherwise provided by ORFI from time to time.

7.3. Storage Limitation. Following the Trial ORFI is not obligated to keep or store any Customer Content. The Customer assumes all risks and all costs associated with its use of the Services during the Trial. The Customer’s sole and exclusive remedy in case of any dissatisfaction or ORFI breach of the Agreement during the Trial is termination of the Services provided during the Trial.

7.4. Service Suspension during Trial. ORFI may at any time, technically and functionally, suspend the usage of the Services granted within the Trial.

8. FEES, CREDIT PURCHASES AND USAGE, PAYMENT OBLIGATIONS

8.1.  Fees. The Fees for the Services are detailed in the Order Form or other document that references this Agreement (including invoice). ORFI will issue your invoices for the Fees for the credits. If you do not make a timely payment, the Customer’s access to the Services may be suspended until you do. Except in the case of uncured material breach of this Agreement by ORFI, payments for the credits are non-cancelable, and fees are nonrefundable.

8.2. Credit Purchases and Usage.

8.2.1 Customers may add funds to their accounts to purchase Credits, which can be used to access Services offered by ORFI.

8.2.2 Credits may be used to purchase two types of Services: (i) conversational interviews and (ii) technical interviews.

8.2.3 Each type of Service is priced differently, and the number of Credits required for each Service will be displayed to the Customer at the time the Service is selected and configured for a specific role.

8.2.4 Credits may only be used to purchase Services as described herein and have no cash value outside of the ORFI Platform.

8.2.5 Unless otherwise expressly stated in the applicable Order Form or other document that references this Agreement (including invoice), all Credits purchased by Customer under this Agreement shall automatically expire, and any associated right to use such Credits shall terminate, on the date that is 12 months from the date of the Order Form or other document that references this Agreement (including invoice) under which the Credits were purchased. Upon expiration, any unused Credits shall be forfeited without refund, setoff, or other liability to ORFI, and such Credits shall thereafter have no monetary or redeemable value.

8.3. Payment. To access Services, the Customer must make an advance payment for the Services unless otherwise agreed by the Parties. Payments must be made by the due date or, if not specified, no later than within 30 (thirty) calendar days following the invoice in the specified method and currency. Access is denied until payment is received.

8.4. Invoicing. The Customer shall pay all applicable Service Fees and charges for usage of the Services using one of the payment methods ORFI supports. All bank charges and commissions connected with payment for the Services shall be paid by the Customer. The Customer's obligation to pay all Service Fees is non-cancellable. All amounts payable by the Customer under this Agreement may not be withheld or deducted by setting off with counterclaims.

8.5. Taxes. The Customer is solely responsible for paying all applicable taxes, fees, and duties (collectively referred to as "Taxes") associated with the Services provided under this Agreement. Each Party is responsible for the Taxes applicable to its own transactions under the Agreement. The Services price, Fees, and/or charges payable to ORFI will be exclusive of all applicable Taxes and will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, the Customer will pay such additional amount, as necessary, to ensure that the net amount received by ORFI is equal to the amount then due and payable by the Customer for the Services.

8.6 Request of Documents for Tax Purposes. The Customer may be required to provide information to ORFI as reasonably required to determine whether ORFI is obliged to collect amounts of Taxes from the Customer under local tax legislation. The Customer will provide ORFI with any applicable tax identification information or further documentation or information that ORFI may require under applicable law to ensure its compliance with applicable tax law, regulations, and authorities. The Customer will be liable to pay or reimburse ORFI for any taxes, interest, penalties, or fines arising out of any misdeclaration or misinformation provided by the Customer to ORFI.

8.7. Fees Change. ORFI may, from time to time, change the Service Fees (including by updating the relevant information on the Site at URLs of pricing for specific Services), subject to prior notice to the Customer according to Section 6 (Changes). Any such changes to the Fees will not affect the paid Services under any respective Order Form or invoice.

8.8. Customer Support. The Customer may contact via email support@orfi.ai if any questions arise in respect of the cancellation and/or refund.

8.9. Arrears. If applicable, late payments are subject to an interest rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by ORFI in collecting such outstanding amounts. ORFI may, at its sole discretion, suspend the Customer's right to access the Services for any late payment.

9. CUSTOMER’S OBLIGATIONS

9.1.  The Customer hereby represents, warrants, and undertakes the following:

9.1.1.     shall pay for the Services in due time;

9.1.2.     shall comply with all applicable laws and regulations (including but not limited to taking appropriate safeguards to prevent discrimination or bias in its usage of the Services and obtaining appropriate opt-in consent where required) and shall not use the Services in a way if such usage violates applicable law and/or third-party rights;

9.1.3.     the Customer’s engagement with ORFI is not and/or will not be in breach of any of the Customer's undertakings toward any of its other engagements;

9.1.4.     shall independently make backup copies of the Customer Content;

9.1.5.     shall immediately inform ORFI in case of any technical problems with the Services;

9.1.6.    shall ensure safe storage and prevent the login details the Customer uses to access the Services from being compromised;

9.1.7.     shall obtain and maintain any required consents, permits, registrations, privacy notices, etc., necessary to permit the processing of the Customer Content under this Agreement;

9.1.8.     shall inform ORFI of changes in the Customer's details no later than seven (7) calendar days from the date of such changes;

9.1.9.     is solely responsible for the development, operation, maintenance, and use of the Customer Content and hereby warrants that: (i) the Customer Content will not infringe any rights, including any privacy rights or proprietary rights, of any third parties; and (ii) it has obtained all necessary rights, releases and permissions to submit all the Customer Content to the Service and to grant the rights granted under this Agreement. The Customer Content shall not include sensitive data unless otherwise agreed by the Parties;

9.1.10.  shall follow guidelines and the documentation when using the Platform and the Services provided by ORFI at the Site (if applicable);

9.1.11. shall disclose to its Candidates that the Customer uses the Services;

9.1.12.  shall not transfer its rights and obligations under this Agreement to third parties without written consent from ORFI;

9.1.13. shall not disable, distort, or try otherwise to circumvent any billing or accounting mechanism for the Services the Customer used.

10. ACCEPTABLE USE

10.1. The Customer shall not (and shall not assist any third party to): (a) use the Services for purposes other than for the Hiring Purpose, and shall not use the Services as a conversation transcribing tool; (b) shall not decompile, disassemble, or evade technical constraints of the Services and software products of ORFI subject to applicable law; (c) shall not and must not attempt to (i) access the Services to build a competing product or service, or resell the Services except as expressly approved by ORFI; (ii) reverse engineer or duplicate the Services; or (iii) support any third party’s attempt at any of the conduct restricted hereof; (d) shall not use the Services (as well as software products and any other IP rights constituting a part of or the whole Service) for the Restricted Purpose and for other purposes than the Hiring Purpose; (e) shall not (i) sub-license/distribute/provide to other parties, and (ii) use Services (as well as software products and any other IPR constituting a part of or the whole Service) to distribute, import, make available, publicly perform, and publicly display the same.

10.2. The Customer shall not use the Site to send unsolicited commercial email to any person.

10.3. The Customer shall not use the Site in any way that causes or may cause damage to, or impairment of the availability or accessibility of, the Site or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity. The Customer must also not use the Site to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse, worm, keystroke logger, or other malicious computer software.

10.4. The Customer acknowledges and agrees that to the extent the Services include the Third Party Services, including but not limited to services which are artificial intelligence (including, AI systems and/or general-purpose AI models), the Customer shall follow the Usage Policy of Anthropic's available at the website here https://www.anthropic.com/

10.5. Third Party Services. The Customer gives ORFI permission to process the Customer Content that ORFI selects and to share it with providers of the Third Party Services (including, but not limited to, “Anthropic” available at https://www.anthropic.com/) solely as necessary for the purpose of providing the Services to the Customer.

11.  PERSONAL DATA AND DATA PROCESSING

11.1. The Customer is responsible for any required notices, consents, and/or authorizations related to the provision of, and ORFI processing of any Personal Data as part of the Services provided by ORFI, as well as of any use by the Customer or its employees of the Services in a manner that is inconsistent with the terms of this Agreement. For more information on how ORFI processes personal information when acting as a controller of Personal Data, please refer to the Privacy Notice.

11.2. Except regarding the data processed as described in Section 11.5 hereof, ORFI acts as a processor on behalf of the Customer. In all instances when the Customer uploads Personal Data of third parties, including the Customer’s employees and/or Candidates, using the Services, the Customer remains responsible for ensuring that such Personal Data has been collected, processed, and transferred to ORFI in compliance with Applicable Data Protection Law. Such compliance may require providing notice to the affected data subjects or obtaining consent prior to sharing their Personal Data with ORFI using the Services. Customer shall indemnify and hold harmless ORFI and anyone on its behalf from any third-party claims raised against ORFI based on an alleged infringement of Applicable Data Protection Law (including damages and reasonable attorney’s fees) by Customer or any other party on its behalf.

11.3. ORFI reserves the right to restrict the storage and processing of Personal Data within certain Services. The Customer acknowledges and agrees that ORFI may, in its sole discretion, restrict or prohibit the storage of Personal Data within specific Services. The Customer is responsible for ensuring compliance with such restrictions and shall abstain from storing or in any manner processing any Personal Data in any Service where such storage or processing is restricted or prohibited by ORFI.

11.4 To the extent that ORFI acts as a data processor, the Data Processing Addendum shall apply.

11.5 ORFI may process data which the Customer provides when signing up, creating an account, and logging into the Platform, subject to the terms set forth in the Privacy Notice, in ORFI’ role as data controller according to Applicable Data Protection Law, and specifically to conclude, manage, administer, execute, and implement this Agreement.

12. CUSTOMER INDEMNIFICATION

12.1. The Customer will defend, hold harmless, and indemnify ORFI, its affiliates, agents, subcontractors, partners, licensors, and each of their respective employees, officers, and directors from any and all losses arising out of or relating to any third-party claims concerning: (a) any Customer Content and infringement of third-party rights by the Customer (in particular, but not limited to, Intellectual Property Rights, similar rights as e.g., know-how or data protection or privacy rights); (b) the Customer’s usage of the Services (including any activities under the Account and use by the Customer employees and personnel); (c) breach of any term of this Agreement or any Linked Documents or violation of applicable law by the Customer (including by any person/entity under the Account and/or the Customer's employees and personnel) or otherwise stipulated in this Agreement. The Customer will reimburse ORFI for reasonable attorneys’ fees and legal expenses.

12.2. ORFI shall promptly notify the Customer of the relevant claim and will reasonably cooperate in the defense. The Customer will retain the right to control the defense of any such claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that ORFI will have the right not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The Customer’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of ORFI to provide prompt notice of the claim, or (b) failure to reasonably cooperate in the defense.

12.3. Customer’s defense or indemnification obligations will not apply to the extent the underlying allegation arises from ORFI’s fraud, willful misconduct, violations of law, or material breach of the Agreement.

13. WARRANTIES AND REPRESENTATIONS

13.1.  Mutual. Each Party warrants and represents that it has all right, power, and authority to enter into this Agreement and perform all of its obligations hereto.

13.2. Customer Warranties and Representations. The Customer warrants and represents that:

(a) all details provided by the Customer are accurate and complete, and the Customer will keep such information current at all times during the term of this Agreement;

(b) the Customer’s engagement with ORFI is not and/or will not be in breach of any of the Customer's agreements to which it is a Party;

(c) the Customer and all of its Users have provided all necessary notices, made all necessary registrations, obtained all the necessary rights, licenses, consents, releases, and permissions of third parties, and legally hold all the necessary rights, title, and interest to the Customer Content to process the data under this Agreement and/or grant the rights granted to Customer under this Agreement;

(d) Customer Content and its use thereof does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (iii) cause ORFI to violate any law, regulation, rule, or rights of third parties;

(e) the Customer has reviewed the Services, the documentation, and all Linked Documents and has found the Services suitable for its needs, and it waives any claim and/or demand towards ORFI in this regard;

(f) the Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Content;

(g) the Customer Content does not and will not violate Acceptable Use (Section 10 “Acceptable Use”);

(h) The Customer warrants, represents, and certifies that it is not the subject or target of any sanctions administered or enforced by the UN Security Council, the US Government (including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the Bureau of Industry and Security of the US Department of Commerce (“BIS”) or the US Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union or any Member-State, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions Authorities”). This includes but is not limited to designation on any lists maintained by a Sanctions Authority (such as OFAC’s Specially Designated Nationals List, OFAC’s Foreign Sanctions Evaders List, and BIS’s Entity List), as well as location, organization, or nationality in a country or region subject to applicable comprehensive sanctions. The Customer also confirms that it is not owned or controlled by any party on any sanctions lists administered or enforced by a relevant Sanctions Authority;

(i) the Customer and all of its operations, the Customer Content, and the Customer’ use of Services, are in compliance with all applicable law.

13.3.  Notice by Customer. In the event that, after execution of this Agreement, the Customer has a reasonable basis to believe that any of the foregoing warranties and representations may no longer be true or have been breached, the Customer shall immediately notify ORFI in writing. The Customer shall immediately notify ORFI in writing of any breach of the foregoing representation or any change in ownership or other material change in fact that makes the foregoing representation no longer accurate.

13.4. Termination by ORFI. ORFI reserves the right to terminate the Agreement immediately if it reasonably determines that the Customer breaches this Section. ORFI will not be liable for any losses incurred by the Customer due to such termination.

14. DISCLAIMERS; LIMITATION OF LIABILITY

14.1. Disclaimers. Unless required by applicable law, the ORFI Services, the Platform, the Content, outputs, and the documentation are provided "AS IS", without representations or warranties of any kind, whether express, implied, or statutory. ORFI disclaims all warranties, including, without limitation, any implied or express warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising from course of dealing, course of performance, or usage of trade. Additionally, ORFI does not warrant that the Services will be performed error-free or uninterrupted, or that they will function or operate in conjunction with any other product, device, software, or other materials. Furthermore, ORFI does not guarantee that any Customer Content will be secure or not otherwise lost or altered. The Customer is solely responsible for determining the appropriateness of using, reproducing, modifying, performing, displaying, or distributing any of the Services or outputs and assumes any and all risks associated with the Customer's use or distribution of any of the Services or outputs and its exercise of rights and permissions under this Agreement.

14.2.  Limitation of Liability. ORFI and ORFI’s suppliers will not be liable to the Customer for any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, business, anticipated savings, revenues, goodwill, reputation, customers, use or data). ORFI will not be responsible for any compensation, reimbursement, or damages arising in connection with:

14.2.1.  the Customer’s failure to use the Services, including as a result of any termination or suspension of this Agreement or the Customer’s use or access to the Services, or cessation of any or all of the Services, or any unanticipated or unscheduled downtime of all or a part of the Services for any reason.

14.2.2.  any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any Customer Content or other data.

14.2.3.  In any case, the aggregate liability under this Agreement, including any liability for a failure of ORFI to comply with a representation, warranty, or indemnity obligation, will not exceed the amount the Customer actually paid ORFI under this Agreement during the 3 (three) months before the liability arose.

14.2.4.  security breaches or incidents that result from the Customer's or its agents’, contractors’, or Affiliates’ failure to maintain appropriate security measures.

14.2.5. use of the Third Party Services, and ORFI cannot provide warranty or support coverage for issues caused by defects or changes in the Third Party Services.

14.2.6.  The foregoing limitations of liability will apply only to the maximum extent permitted by applicable law and regardless of the form or cause of action, whether in contract, tort, or otherwise.

15. TERM AND TERMINATION

15.1.  Term. This Agreement becomes effective when the Customer accepts it and is deemed to be concluded for an indefinite period.

15.2.  Mutual Termination. Either Party may terminate this Agreement for convenience by written notice sent to ORFI at least ten (10) calendar days before the expected date of termination.

15.3.  Changes and Termination. If the Customer does not agree with changes to any Linked Document, the Customer may terminate this Agreement for convenience by notifying ORFI in writing within ten (10) calendar days since the changes become effective. The Agreement shall be deemed terminated from the date when ORFI receives the Customer’s notice.

15.4.  Termination Procedure. The Customer's termination notice shall be sent as a scanned copy of a notice signed by the Customer or an authorized representative of the Customer to ORFI's e-mail address indicated on Site or hereof.

15.5.  Immediate Termination. ORFI is entitled to terminate this Agreement with the Services being immediately disabled and with no expenses or damages reimbursed: (a) if ORFI relationship with subcontractors or partners who provide software or other technology ORFI uses to provide the Services expires, terminates or requires ORFI to change the way ORFI provides the Services; or (b) in the event of breach of Section 13 (Warranties and Representations) by the Customer.

15.5.1. In case the circumstances mentioned in Section 15.5(a) (Immediate Termination) arise, and if there are pre-paid Fees, ORFI will return such Fees proportionate to the unused volume of Candidate Reports to the Customer within thirty (30) calendar days after termination of this Agreement based on a written application of the Customer signed by the Customer or an authorized representative of the Customer. The Customer must submit to ORFI an application for return.

15.6. Withholdings. ORFI may withhold the Service Fees payable by the Customer, accrued liquidated damages, and losses ORFI incurred as a result of the Customer's failure to perform contractual obligations, from any amounts to be refunded to the Customer.

15.7. Termination Effect. Irrespective of the grounds for termination, termination shall neither affect any of the Customer’s payment obligations accrued until termination takes effect, nor shall termination affect payments made by the Customer prior to such termination.

16. CONFIDENTIALITY; PUBLICITY

16.1.  The Parties undertake not to disclose or transfer to any third parties’ Confidential Information obtained from each other while implementing the Agreement, except as specified in the Agreement, stipulated by applicable law, or agreed by the Parties in writing, and not to use it for purposes contrary to the purposes of the Agreement.

16.2. When one party receives Confidential Information (called the “Recipient"), they may use it only for the purposes for which it was provided under the Agreement. The Recipient can only share and/or disclose the Confidential Information to its or any Group Company’s employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the Party's obligations under the Master Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other Party's confidential information comply with this Section.

16.3. The obligations mentioned in Section 16.2. do not apply to information that (a) the Recipient obtained without breaching any confidentiality obligations; (b) becomes known to the public without the Recipient’s involvement; (c) the Recipient independently develops without using Confidential Information of the other party; or (d) the Recipient is legally required to disclose due to a court or governmental order, subject to Section 16.4. below.

16.4. If either Party receives any request or intends to disclose all or any Confidential Information pursuant to Section 16.3(d) above, that Party agrees to consult the other before making such disclosures (unless prohibited by law). During this consultation, the disclosing Party agrees to act reasonably and in good faith, considering any input or concerns raised by the other party regarding the proposed disclosure.

16.5.  Any references to ORFI shall only be published, and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of ORFI, except where applicable law obligates the provision of the relevant information.

17. APPLICABLE LAW AND DISPUTE RESOLUTIONS

17.1. This Agreement and any attached or linked documents shall be governed and construed in accordance with the laws of the Netherlands.

17.2. All disputes arising out of or in connection with this Agreement shall be solely submitted to the courts of Amsterdam.

18. MISCELLANEOUS

18.1.  No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between the Customer and ORFI that are not expressly stipulated in the Agreement.

18.2.  Severability. If any term (or part of term) of this Agreement and/or any document referred to in the Agreement is invalid, void, illegal, and unenforceable, the rest of the Agreement and any document referred to in the Agreement will remain in effect.

18.3.  No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement and/or any document referred to in the Agreement.
18.4.  Assignment. The Agreement provides no assignment of any rights or no license granted by ORFI to the Customer for any parts of the Platform and the Services, unless otherwise expressly stipulated in the Agreement and the documents referred to in the Agreement.

18.4.1. The Customer may not assign any part of this Agreement or the documents referred to in the Agreement without the prior written consent of ORFI.

18.4.2.  ORFI reserves the right to assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement to another company or entity, provided that ORFI notifies the Customer of such assignment in writing at least ten (10) calendar days in advance. The Customer acknowledges and agrees that such assignment shall not relieve ORFI of its obligations under this Agreement, and the assigned entity shall assume all rights, duties, and obligations of ORFI herein.

18.5.   Publicity. The Customer hereby authorizes ORFI to use the Customer’s name, logo, trademark, trade name, and/or the name of the Customer’s software product or website for informational, advertising, and marketing purposes. Such use may include, without limitation, inclusion in customer lists, promotional materials, presentations, case studies, and on ORFI’s website. No additional consent shall be required from the Customer.

18.6.  Anticorruption clause. The Parties adhere to the applicable anticorruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties' obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This clause constitutes the Parties' representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this clause. If a Party suspects that any provisions of this clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing.

To notify ORFI: http://we-speakup.ethicspoint.com

To notify Customer: address indicated in the Order Form or invoice.

18.7. Trade Compliance. The Customer agrees to comply with all applicable export, import, trade, and economic sanctions laws and regulations, including but not limited to EU trade restrictions and sanctions regulations, BIS’s Export Administration Regulations, and OFAC’s sanctions regulations (collectively, “Trade Laws”). The Customer acknowledges that (a) certain information, products, or technologies may require a license or other governmental approval for export or reexport under applicable Trade Laws, and (b) it will notify ORFI in advance of assigning any project, technology, or information that may require authorization or special handling under applicable Trade Laws. Upon written request, both parties agree to provide reasonable assistance to support full compliance with applicable Trade Laws. For clarity, ORFI does not pre-screen Customer Content for adherence to export control regulations and will materially rely on Customer’s notification regarding the control status of Customer Content to ensure compliance with applicable Trade Laws.

18.8. Restrictions Related to Russia and Belarus. Neither the Customer nor any other person acting for or on Customer’s behalf or Customer’s Ultimate Beneficial Owners (UBOs) are incorporated, registered, located and/or reside in Russia and/or Belarus. The Customer declares that they will not use or integrate the Services in any Customer’s activities related to Russia and/or Belarus.

The Customer shall immediately notify ORFI in writing of any breach of the foregoing representation or any change in ownership or other material change in fact that makes the foregoing representation no longer accurate.

ORFI reserves the right to terminate the Agreement immediately if it reasonably determines that the Customer is in breach of this provision. ORFI will not be liable for any losses incurred by the Customer due to such termination.

18.9.  Force Majeure. Parties are released from liability for partial or full failure to discharge the obligations under the Agreement, if such failure was caused by force majeure in accordance with applicable laws, including acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption by public bodies of acts prohibiting or restricting activities of Parties under the Agreement; other circumstances that have arisen after the Agreement was signed as a result of emergencies the Parties could neither foresee nor prevent, which make it impossible to discharge (properly discharge) the obligations of the Parties.

If force majeure occurs, each Party shall notify the other Party. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations. If force majeure or its consequences last for one (1) month or more, either Party may unilaterally terminate the Agreement for convenience.

18.10. Notice. All notices must be in English, sent to our email address at support@orfi.ai. Notices to the Customer will be sent to the email or postal address in the Order Form/invoice. Any notice provided under this clause shall be deemed to be received: (i) three (3) days after being mailed to such Party by certified or registered mail, postage prepaid, return receipt requested; (ii) one (1) business day after being sent to such Party via a nationally recognized overnight courier service (proof of delivery, but not acceptance, required); or (iii) on the business day when transmitted via email (with confirmation of transmission, but not of receipt, required). All communications shall be sent to the Parties at their respective addresses as set forth in the Customer Agreement or Order Form/invoice, as the same may be updated by the relevant recipient Party from time to time by written notice to the other Party. The Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.

18.11. Parties’ Details. If Parties change their name, their legal status, addresses and/or settlement details and make other changes that may affect the implementation of the Agreement, a Party that made changes shall notify the other Party within five (5) calendar days from when such changes became effective.

18.12. Survival. Obligations of Parties, which, by their nature, shall remain in effect (including, but not limited to, confidentiality, obligations to use information), will survive the termination of this Agreement.
18.13. Conflicting Terms. In the event of any conflict between the Linked Documents constituting this Agreement, the Agreement shall prevail. If ORFI provides this Agreement in more than one language for the country of the Customer’s billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.

18.14. Execution. This Agreement may be executed in counterparts, each of which shall have equal legal force.

19. LINKED DOCUMENTS

Linked Documents are an integral part of this Agreement by reference and accepted together with this Agreement, namely:

Service Terms (“Service Terms”): https://docs.orfi.ai/service-terms/

Privacy Notice (“Privacy Notice”): https://docs.orfi.ai/privacy-notice/

Data Processing Agreement (“DPA”): https://docs.orfi.ai/data-processing-agreement/

EdTech Plus B.V. (“ORFI”)

Address (location):  Gustav Mahlerlaan 300, 1082 ME Amsterdam

Web address: https://docs.orfi.ai/customer-agreement/

Publication date: [04/11/2025]