Terms of service

Our agreement

Verbrio B.V. provides implementation, document processing and reconstruction services for businesses. It also offers its software as the Verbrio Platform (“Platform”), a subscription that a business can take out directly. Where an agreed solution needs ongoing operation by Verbrio, it runs on the Platform. Visiting this website or booking an introductory call does not start a paid engagement.

A signed quote or statement of work defines the project. It specifies deliverables, assumptions, customer responsibilities, payment milestones, acceptance criteria, scope-change approval and any minimum ongoing term. These details are agreed per project.

These terms form the agreement between Verbrio B.V. (“Verbrio”, “we”) and the business or organisation that accepts an order, creates an account, or uses the Verbrio applications or services under an agreement (“Customer”, “you”). Merely visiting our public website does not make a visitor a Customer. Verbrio B.V. is registered at Hoedemakerplein 2, 7511 JP Enschede, the Netherlands, under Chamber of Commerce number 96023325 and VAT ID NL867435276B01.

Verbrio is offered only for professional use. By accepting these terms, you confirm that you act for a business, have authority to bind it, and are not contracting as a consumer. An accepted order, checkout terms, and our Data Processing Agreement form part of this agreement. An order controls commercial details, the DPA controls personal-data processing, and these terms control everything else. This English text is the sole legally binding version; translations are provided only for transparency, readability, and accessibility.

Scope, delivery and acceptance

We agree which process, records and systems are in scope, what we will deliver and how you will assess the result. You nominate a decision-maker and provide the agreed access, source material and feedback. Dependencies and assumptions belong in the project scope.

Changes to deliverables, timing or costs require the agreed approval process before additional work begins. Acceptance follows the criteria and review process in the signed scope.

Fees and the Platform subscription

The quote sets the price, taxes, payment milestones and any deposit. It also identifies third-party costs and what normal usage includes. Additional usage and work outside scope need an agreed basis for charging.

Where Verbrio continues to host, support or maintain a delivered solution, that solution runs on the Platform, and the Platform subscription is the recurring fee for its operation. While a Verbrio Partnership is active, the Platform is included in it. The project agreement defines the responsibilities, service expectations, duration and how the arrangement ends.

A Platform subscription is billed monthly or yearly. It includes unlimited organisations, users and files, within fair use. The AI processing the Platform performs for that use is included in the subscription price.

Fair use means normal day-to-day use of the Platform by your own group of companies. All organisations on one subscription must belong to that group. Bulk historical archives are not day-to-day use; we quote them separately, for example as a Historical records reconstruction project. We may suspend access under Section 7 if your use goes beyond fair use.

When you take out a Platform subscription at sign-up, a 30-day free trial starts at checkout. The first charge, for the billing period you chose, is taken when the trial ends, 30 days after checkout. If you cancel before the trial ends, you are not charged. The free trial is available once per Customer.

A Platform subscription renews automatically at the end of each billing period until you cancel it. You can cancel at any time before the next renewal. Cancelling stops the next renewal; the subscription and your access continue until the end of the current billing period or trial, and then end.

Prices, currencies, billing periods, usage limits, promotions, trial terms, taxes, and renewal details shown in an accepted order or at checkout prevail. Unless stated otherwise, paid plans renew automatically for the same period until cancelled before the next renewal. Fees already charged are non-refundable except where the order, checkout terms, or mandatory law says otherwise.

A promotional or launch pricing tier shown in an accepted order or at checkout remains the Customer’s pricing tier while the subscription remains continuously active. Changing the same subscription between monthly and annual billing does not end that tier; the price for the new billing period is calculated using the same tier. Ending or changing the promotion affects new subscriptions only. If the Customer cancels the subscription or allows it to lapse, any later subscription is offered at the price then shown in the new order or at checkout.

We may increase a promotional or launch subscription price only to reflect a documented, material increase in third-party costs directly required to provide the service and outside our reasonable control, such as hosting, compute, storage, network, third-party AI services, dedicated hardware, or critical supplier costs. The increase must be reasonable and proportionate to that cost increase and may not be used merely to increase our margin.

We may change the price of a standard-price subscription for ordinary commercial reasons. For any subscription price increase, we will give account administrators at least 30 days’ advance written notice stating the current price, new price, effective date, and a reasonable explanation of the basis for the increase. An increase takes effect only at the first renewal occurring at least 30 days after notice and never during a prepaid annual term. You may cancel before it takes effect; otherwise, the subscription renews at the notified price.

Checkout, invoicing, tax handling, and refunds may be provided by Polar as merchant of record and separate controller. You must provide valid billing details and pay amounts when due. We may restrict paid features after reasonable notice if payment is overdue. Cancellation stops future renewal but does not erase amounts already due.

The retained subscription, checkout, promotional-pricing and automatic-renewal provisions apply only where that arrangement is selected. A project does not become a subscription by default. The signed scope controls project fees, third-party costs and included usage; normal reconstruction archive ingestion is not billed again as an ordinary automation archive add-on.

Your data and our software

You retain your rights in the records and other material you provide. You are responsible for having the authority to share them and connect the systems involved. We use that access for the agreed work and documented instructions.

Verbrio retains its pre-existing platform intellectual property. Rights to bespoke work or standalone software, including licences, source access and handover materials, must be explicit in the signed scope. They are not assumed from the type of project.

You retain all rights in documents, messages, contacts, orders, invoices, and other data you or your integrations submit (“Customer Data”). You grant Verbrio a limited right to host, copy, transmit, transform, and otherwise process Customer Data only to provide, secure, support, and improve the service as permitted by the DPA and your documented instructions.

You confirm that you have a lawful basis and all required notices, permissions, and rights for Customer Data and connected accounts. You must configure integrations appropriately, honour data-subject rights, keep source copies where legally required, and must not submit unlawful material, special-category data, or highly sensitive credentials unless expressly agreed and appropriately protected.

Verbrio and its licensors retain all rights in the service, software, documentation, branding, models, workflows, and improvements. During the agreement, we grant you a limited, non-exclusive, non-transferable right to let authorised users use the service for your internal business operations. No source code or ownership is transferred.

You may give feedback, which we may use without restriction or identifying you. We will not use your name or logo publicly without permission. You must not copy, resell, sublicense, reverse engineer, scrape, benchmark publicly, or use the service to build a competing product, except where law expressly prevents that restriction.

The retained platform rights remain applicable to Verbrio’s pre-existing platform. Any expressly agreed project-specific ownership, licence, source-code access or handover rights in the signed scope qualify those provisions for that delivery. Standalone software does not require a Platform subscription unless Verbrio continues to host, maintain or operate part of it.

Confidentiality and personal data

Each party protects the other's non-public information and limits its use to the engagement. Access by team members and providers should match the work they need to perform. An applicable DPA defines processing instructions and responsibilities for customer personal data.

Each party must protect the other party’s non-public information with reasonable care and use it only for this agreement. Disclosure is permitted to personnel, advisers, and providers who need it and are bound by confidentiality, or when law requires it after notice where legally allowed. These duties do not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from another source.

Our Privacy Policy explains processing for our own purposes. The DPA applies when Verbrio processes personal data for you. Our Subprocessor Register identifies service providers and notice arrangements. The Cookie Policy covers website storage and analytics.

Reconstruction and human review

Reconstruction produces structured records and traceable evidence from the sources in scope. Gaps and unresolved matches should remain visible. The output is a data service for your team and advisers; it is not legal advice, accounting assurance or a guaranteed audit outcome.

You review AI-assisted results before consequential use. The agreed deliverables define the checks performed and the decisions that remain with you.

Verbrio provides tools for business documents, connected services, and related workflows. Features may include AI-assisted extraction, classification, search, translation, summaries, suggestions, and automation. We may improve or replace features while preserving the service’s overall purpose. Beta or preview features may be changed or withdrawn and are provided without a service commitment.

AI output can be incomplete or wrong. You remain responsible for reviewing results before relying on them, sending messages, making payments, filing records, or taking legal, tax, accounting, employment, or other consequential action. Verbrio does not provide professional advice and does not guarantee that output meets a legal retention, reporting, or compliance duty.

Completion and handover

The project agreement defines completion, termination, handover and any continuing access. It records how data will be returned or deleted, including applicable backup handling and retention requirements. No single export window or ongoing commitment applies to every project.

Either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the other becomes insolvent or a breach cannot reasonably be cured. We may suspend access sooner where reasonably necessary to stop a security threat, unlawful use, material harm, or overdue payment. Where practicable, we will give notice, limit the suspension, and restore access once the issue is resolved.

At the end of the service, you remain responsible for charges already due. Unless law, a dispute, or an order requires otherwise, we will make workspace data available for export for 30 days, then delete it from active systems. Encrypted backup copies remain protected and expire through our backup-retention lifecycle; legally required records may be retained but isolated from normal use. You should export anything you need before the window closes.

The retained workspace export period concerns hosted workspace data, not a universal period for every project deliverable. Other return, deletion, backup and retention arrangements belong in the project processing schedule. The DPA and applicable Standard Contractual Clauses retain precedence for personal-data processing.

Accounts and authorised users

You must provide accurate account and business information, keep login details secure, and promptly tell us about suspected unauthorised access. You are responsible for your authorised users and activity under your workspace, except to the extent caused by our breach. We may rely on instructions from an account administrator. Accounts may not be shared outside your organisation or used to bypass plan limits.

Acceptable use

You must not use the service to:

break the law, infringe rights, mislead people, or process data without authority;

send spam, malware, abusive content, or unauthorised automated communications;

probe, disrupt, overload, bypass, or gain unauthorised access to systems or limits; or

facilitate surveillance, discrimination, high-risk decisions, or other use likely to cause material harm without appropriate human oversight and safeguards.

Availability, support, and third parties

We aim to provide a reliable service but do not promise uninterrupted or error-free availability unless an order includes a service level. Maintenance, security work, internet failures, integrations, and events outside our control may affect access. We may apply reasonable usage and technical limits to protect customers and the service.

Third-party integrations and external services are controlled by their providers and may change or fail. You authorise us to exchange data with integrations you enable. We are not responsible for a third party’s service, terms, security, or independent processing, although we remain responsible for our subprocessors as required by the DPA.

Warranties and disclaimers

Each party warrants that it has authority to enter this agreement and will comply with applicable law. Verbrio warrants that it will provide the paid service with reasonable skill and care and materially in line with its documentation. If we breach this warranty, we will use reasonable efforts to correct the service; if we cannot do so, you may terminate the affected service and receive a pro-rata refund of prepaid unused fees.

Except for that express warranty and to the extent permitted by law, the service is provided “as is” and “as available”. We do not promise that every error will be corrected, that third-party data is accurate, or that the service is suitable for your particular compliance, revenue, or business outcome.

Liability

To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, lost profit, revenue, goodwill, anticipated savings, or loss of data that could reasonably have been avoided through required backups, even if the possibility was known. This does not exclude direct costs reasonably incurred to restore data because of our breach.

Subject to the carve-outs below, each party’s total aggregate liability arising from the service or this agreement is limited to the fees paid or payable for the service during the 12 months immediately before the first event giving rise to the claim. Related events count as one claim.

No limitation applies to payment obligations or liability that cannot lawfully be limited, including fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence. Liability for infringement or misuse of the other party’s intellectual property, breach of confidentiality, and data-protection obligations remains subject to applicable law and any specific allocation in the DPA.

Events outside reasonable control

Neither party is liable for delay or failure caused by an event it could not reasonably control, such as widespread internet or utility failure, natural disaster, war, epidemic, labour action, government measure, or critical supplier failure despite reasonable continuity measures. The affected party must notify the other, mitigate the effect, and resume performance promptly. Payment obligations for service already provided are not excused.

Changes and notices

We may update these terms for legal, security, operational, or product reasons. We will give account administrators at least 30 days’ notice of a material adverse change where reasonably possible; urgent legal or security changes may apply sooner. If you object, you may stop using and terminate the affected service before the change takes effect. Continued use after that date means acceptance of the updated version. Subscription price changes are governed exclusively by Section 3; this Section 14 does not shorten its notice periods or override its rules.

Operational notices may be sent in the service or to the account email. Formal legal notices to Verbrio must be sent to [email protected] and, where delivery by post is legally required, to our registered address. You are responsible for keeping your notice details current.

General and governing law

This agreement is the entire agreement about the service and replaces earlier statements on the same subject. Failure to enforce a right is not a waiver. If a provision is unenforceable, it is adjusted only as needed and the rest remains effective. Neither party may assign the agreement without consent, except to an affiliate or successor in a merger, reorganisation, or sale of substantially all relevant assets, provided customer protections are not reduced.

Dutch law governs this agreement, without regard to conflict-of-law rules. The competent courts of the District Court of Overijssel have exclusive jurisdiction, unless mandatory law requires another court. The parties will first try in good faith to resolve a dispute through their authorised representatives.

Contact

Questions about these terms or formal notices can be sent to: