General Terms and Conditions — Audit Scoot

Audit Scoot B.V., KvK [KVK] — Version 2.0, [DATE]. These GTC are provided before conclusion of the agreement and can be downloaded and stored at any time from auditscoot.com/legal/terms.

These General Terms and Conditions (“GTC”) govern all access to and use of the Audit Scoot software (the “Service”) provided by Audit Scoot B.V. (“Provider”). By creating an account, accepting an order online, or using the Service, the customer (“Customer”) accepts these GTC. The Service is offered exclusively to business customers (B2B). Where a signed Master Subscription Agreement exists, it prevails over these GTC to the extent of any conflict.

1. Definitions

• “Engagement”: one dataset comprising the general ledger and related files of a single legal entity for a single reporting period not exceeding 12 months (one fiscal year), submitted for analysis. A resubmission of a corrected dataset for the same entity and period within 30 days is the same Engagement; a different period or entity is a new Engagement.
• “Engagement Credit” / “Credit”: the right to run one Engagement.
• “Credit Pack”: a prepaid bundle of Credits at the pack rate stated at purchase.
• “Platform Fee”: the annual fee for access to the Service, including unlimited user accounts within Customer’s organisation (the legal entity that accepted these GTC).
• “Active Subscription”: a subscription whose current Platform Fee period is paid and not expired or terminated.
• “Client Audit Data”: data processed by the Service for analysis, typically originating from Customer’s own audit clients. Client Audit Data is processed locally on Customer’s hardware and is never transmitted to Provider.
• “Mapping Metadata”: the dataset schema mapping (column names and standardized category labels), excluding transaction records.
• “Output”: results generated by the Service (analyses, visualisations, risk scores, generated queries, exports, Engagement Archives).
• “Service Description”: the then-current document describing the Service’s scope, published at auditscoot.com/legal/service-description; it constitutes the documentation for the purposes of these GTC.

2. The Service

2.1 The Service is a data-analytics tool assisting audit professionals in performing procedures on general ledger data. It is provided as described in the Service Description.

2.2 Local processing. The Service ingests and analyses Client Audit Data locally on Customer’s hardware. Provider does not receive, host, store, or access Client Audit Data. The application transmits to Provider only: Mapping Metadata, the user’s AI questions, a one-way cryptographic licence fingerprint of the dataset, and usage/licensing records. An internet connection is required for activation, licensing, and AI-assisted features; analysis execution is local.

2.3 Tool, not professional service. Provider is not an audit firm and performs no audit procedures, expresses no assurance, and provides no audit, accounting, tax, or legal advice. Customer’s qualified professionals remain solely responsible for planning, performing, and documenting their engagements, for all professional judgments, for compliance with applicable auditing standards (ISA/NV COS, UK ISAs, US GAAS/PCAOB, as applicable) and professional regulation, and for any opinion issued.

2.4 AI-assisted features. Certain features use a third-party large-language-model provider to translate the user’s question and the Mapping Metadata into database queries and output configurations. Generated queries and Outputs are drafts requiring review by Customer’s professionals before reliance. Provider does not warrant that any analysis will identify all errors, anomalies, or fraud in a dataset. Provider may substitute the underlying AI model or provider with one of materially equivalent capability; the DPA’s subprocessor mechanism governs the data aspects of any such change.

2.5 Versioning. The analysis catalogue is versioned; every Output is stamped with the catalogue version used. Material methodology changes are documented in release notes. Results depend on the version in force at execution.

2.6 Availability. Provider uses commercially reasonable efforts to keep licensing and AI services available, subject to maintenance and circumstances beyond its control.

3. Accounts, acceptable use, suspension

3.1 Customer designates an administrator who manages user accounts. Credentials are personal; Customer is responsible for use under its accounts.

3.2 Customer shall not: (a) use the Service other than for its own professional engagements; (b) resell, sublicense, or provide service-bureau access; (c) reverse engineer except as permitted by mandatory law; (d) introduce malicious code; (e) use the Service to build a competing product; (f) circumvent usage measurement, licensing, or Credit consumption.

3.3 Only Customer’s own personnel and engaged contractors under confidentiality obligations may use the accounts.

3.4 Suspension. Provider may suspend the Service, wholly or partly and with immediate effect, where reasonably necessary to address a security threat, unlawful use, or a material breach of §3.2, notifying Customer without undue delay and reinstating access as soon as the ground has been resolved. Suspension under this clause does not extend Credit validity and does not relieve payment obligations where the suspension is justified.

4. Fees, Credits, and payment

4.1 Platform Fee: invoiced annually in advance, due within 14 days, non-refundable. It renews for successive 12-month periods unless terminated per §10. At renewal Provider may adjust the Platform Fee by no more than the Dutch CPI (CBS) or [5]%, whichever is higher, with at least 60 days’ prior notice.

4.2 On-demand Engagements: charged at the list price in force when the Engagement is started, invoiced monthly in arrears, payable within 30 days.

4.3 Credit Packs: prepaid, due within 14 days of the order, priced per the rate card or Order Form at purchase. Locked rates agreed for a committed period are not affected by rate-card changes during that period.

4.4 Credit validity and use. Credits are valid for 12 months from purchase. Consuming a Credit requires an Active Subscription. Unused Credits expire without refund at the end of their validity, except that Credits from the immediately preceding pack roll over once upon purchase of a new pack before expiry, assuming the new pack’s validity period.

4.5 Consumption. A Credit is consumed when an Engagement is started (dataset submitted for analysis). Re-running analyses on the same Engagement within 30 days consumes no additional Credit. Credits are non-refundable and non-transferable to other legal entities, including affiliates, unless agreed in writing.

4.6 Trial. One free Engagement Credit per Customer group, valid 60 days, for evaluation on real or anonymised data, subject to these GTC in full including §7 and the DPA.

4.7 Payment terms. Prices exclude VAT. Provider may adjust the rate card for future purchases with 60 days’ notice. Late payments accrue statutory commercial interest (art. 6:119a BW) plus reasonable collection costs; Provider may suspend for amounts overdue by more than 30 days after notice. Customer is not entitled to suspend or set off its payment obligations (application of art. 6:127 BW is excluded).

4.8 Fair use. An Engagement may contain up to [5] million journal entry lines; larger datasets by prior agreement. AI-assisted features are subject to reasonable fair use (guideline: [500] queries per user per month); Provider may propose commercial terms for structurally higher usage and may throttle abusive volumes after notice.

5. Intellectual property

5.1 The Service, its software, models, analysis catalogue, and documentation remain the exclusive property of Provider and its licensors. Customer receives a non-exclusive, non-transferable right to use the Service during the subscription for its internal professional purposes.

5.2 Client Audit Data remains the property and responsibility of Customer (and, as applicable, its clients). It resides on Customer’s systems; Provider acquires no rights in it.

5.3 Output may be used by Customer without restriction in its engagement files and deliverables. Provider may use aggregated, irreversibly anonymised usage statistics that do not identify Customer or its clients to improve the Service.

5.4 Feedback may be used by Provider without restriction or compensation.

6. Data protection, security, and audit-file retention

6.1 The Data Processing Agreement (Annex — DPA) applies to personal data in Mapping Metadata and AI questions and forms an integral part of these GTC.

6.2 Client Audit Data is processed locally per §2.2. Server-side data (account, licensing, Mapping Metadata in transit) is hosted in the European Union. Provider maintains the measures in DPA Schedule 1.

6.3 Provider does not use Client Audit Data (which it never receives), Mapping Metadata, or AI questions to train machine-learning models, and imposes equivalent restrictions on its AI subprocessor.

6.4 Audit-file retention. The Service generates a machine-readable Engagement Archive (parameters, executed queries, results, catalogue version, timestamps) locally. Customer is responsible for exporting the Engagement Archive into its own audit file to meet its professional retention duties, and for backing up its local project files. Provider is not an archiving service and is not responsible for loss of data stored on Customer’s systems.

7. Customer warranties (professional secrecy and lawful data)

Customer warrants that: (a) it is entitled, under its engagement terms, applicable law, and its professional rules (Wta/NBA, ICAEW/FRC, AICPA/PCAOB, IBR/IRE, or equivalent), to process Client Audit Data through the Service and to engage Provider for the limited processing described in §2.2; (b) it has given any required notices and obtained any required permissions; (c) it will not knowingly submit data whose processing would be unlawful. Customer will indemnify Provider against third-party claims arising from a breach of this §7; this indemnity is not subject to the limitations of §9.

8. Confidentiality

Each party keeps the other’s confidential information secret, uses it only for the agreement, and protects it with at least reasonable care, during the agreement and for 5 years after (indefinitely for Client Audit Data, if any is ever disclosed). Disclosures required by law or by a competent regulator (including audit oversight bodies) are permitted, with prior notice where lawful.

9. Liability

9.1 Provider’s total aggregate liability per contract year, for all events together, is limited to the total fees paid by Customer in the 12 months preceding the event.

9.2 For breaches of §6 (data protection) or §8 (confidentiality), a separate aggregate cap of two times the amount in §9.1 applies.

9.3 Neither party is liable for indirect or consequential damage, including lost profit, lost savings, business interruption, reputational damage, claims by Customer’s clients, or regulatory sanctions imposed on Customer; Customer’s professional responsibility (§2.3) cannot be transferred to Provider.

9.4 The limitations in this §9 do not apply to Customer’s indemnity under §7, nor in case of intent or deliberate recklessness (opzet of bewuste roekeloosheid) of a party’s management, nor where limitation is not permitted by mandatory law.

9.5 Claims must be notified in writing within 12 months of the moment the claiming party became, or reasonably should have become, aware of the damage.

10. Term, termination, and consequences

10.1 The subscription runs for 12 months and renews automatically unless either party gives 2 months’ written notice before the end of the current period.

10.2 Either party may terminate with immediate effect upon material breach not cured within 14 days of notice, or upon the other party’s bankruptcy or suspension of payments.

10.3 Consequences. Upon expiry or termination: (a) the right to use the Service ends and the software ceases to activate; (b) local project files and Engagement Archives on Customer’s systems remain Customer’s and remain locally readable/exportable for [60] days for export purposes; (c) Credits: on expiry by non-renewal or termination by Customer for Provider’s breach, unexpired Credits remain usable during a 60-day run-off solely to complete Engagements started before the end date, after which they lapse; on termination by Provider for Customer’s material breach, unexpired Credits are forfeited; (d) accrued payment obligations survive.

10.4 §§5, 6.4, 7, 8, 9, 10.3, 12, and 13 survive termination.

11. Changes

Provider may improve or modify the Service provided core functionality per the Service Description is not materially reduced during a paid period. Provider may amend these GTC with 30 days’ notice; if an amendment materially disadvantages Customer, Customer may terminate as of its effective date.

12. Miscellaneous

Customer’s general or purchase conditions do not apply. Neither party may assign without consent, except Provider may assign to an affiliate or in connection with a merger or sale of business. Force majeure suspends obligations (other than payment) for its duration. Invalid provisions are replaced by valid ones approximating their intent; the remainder stays in force. The English text prevails over any translation.

13. Governing law and forum

Dutch law governs this agreement, excluding the Vienna Sales Convention, and remains the substantive law of any dispute regardless of forum.

For Customers established in the European Union, the competent court of Amsterdam, the Netherlands, has exclusive jurisdiction.

For Customers established outside the European Union (including the United Kingdom and the United States), any dispute arising out of or in connection with this agreement is finally settled by arbitration under the [ICC / NAI] Rules. The seat, number of arbitrators, and language of the arbitration are those stated in the Order Form or Master Subscription Agreement; failing such agreement, the seat is Amsterdam, a sole arbitrator decides, and the language is English. Nothing in this clause prevents either party from seeking interim or injunctive relief from a competent court.