Version 2026-09-10, applies from this date

General Terms and Conditions

The general terms and conditions of Instant Process, covering use of the platform, subscriptions, export, liability and the data processing clause.

Article 1 | Definitions

In these general terms and conditions, the following terms, which are always capitalised, are used with the meanings set out below.

Instant Process: the general partnership Instant Process, the user of these general terms and conditions, with its registered office in Delft, registered in the Commercial Register under Chamber of Commerce number 42140557.
Other Party: any natural or legal person with whom Instant Process has entered into, or intends to enter into, an Agreement.
Consumer: An Other Party who is a natural person and is not acting for purposes falling within the scope of their professional or business activities.
Parties: Instant Process and the Other Party jointly.
Agreement: any Agreement between the Parties under which Instant Process has undertaken to make the Platform and any related services available to the Other Party.
User: any natural person who, under the terms of the Agreement, is entitled to use the Platform, whether or not they are also the Other Party.
Platform: the online platform developed by Instant Process and made available via, amongst other things, the Instant Process website and any future mobile application or other interface, for modelling, documenting, visualising, analysing, sharing and managing business processes.
Account: the personal online user environment through which a User, where applicable, gains access to the Platform and the features available to them.
Subscription: a paid Agreement for the use of the Platform.
User Content: all data and content entered, created, uploaded, imported, processed or made available by a User via the Platform, including, but not limited to, process models, process descriptions, texts, comments, any chat messages, files, AI prompts and other data.
AI Functionality: any functionality offered on or in connection with the Platform that utilises artificial intelligence, machine learning models, language models or similar technology.
Offer: any offer made by Instant Process with the intention of entering into an Agreement upon its acceptance by the Other Party, which may include an offer on the Instant Process website, a quotation from Instant Process or a verbal proposal from Instant Process.
In Writing: in addition to traditional written communication, communication by email or any other means of communication which, in view of the state of the art and generally accepted social norms, may be regarded as equivalent to this.

Article 2 | General provisions

These general terms and conditions apply to every Offer, every Agreement and all legal relationships arising therefrom between the Parties.
The applicability of any general terms and conditions of the Other Party is expressly rejected.
Any deviation from the provisions of these general terms and conditions may only be made expressly and In Writing. If, and to the extent that, what the Parties have expressly agreed In Writing deviates from the provisions of these general terms and conditions, the terms expressly agreed In Writing by the Parties shall apply.
Should one or more of the provisions of these general terms and conditions or the Agreement as such be declared void or null and void, this shall not affect the validity of the remaining provisions. Where this occurs, the Parties are obliged to consult with one another in order to agree on a replacement provision in respect of the invalid provision. In doing so, the purpose and intent of the original provision shall be taken into account as far as possible.
The Platform and the services provided by Instant Process are not intended for individuals who are resident or based in the United States of America, nor for companies, organisations or other entities that are based in the United States of America or use the Platform from there. Instant Process does not target the US market with its services. Such persons and entities are not permitted to enter into an Agreement with Instant Process or to use the Platform.

Article 3 | Offers and the formation of Agreements

Every Offer is non-binding and may still be withdrawn by Instant Process immediately after its acceptance by the Other Party, for example because the Offer is no longer available under the stipulated conditions.
The Other Party may not derive any rights from an Offer that contains an obvious error or mistake.
Without prejudice to the provisions of paragraph 1, every Agreement shall come into effect at the moment the Other Party has accepted the Offer in the manner, if any, specified by Instant Process for that purpose.
If the Agreement is concluded verbally and Instant Process subsequently confirms it in writing, that written confirmation shall serve as evidence of what the Parties have agreed, subject to proof to the contrary by the Other Party.
If the Other Party enters into the Agreement on behalf of another natural or legal person, it hereby declares, by entering into the Agreement, that it is authorised to do so. The Other Party shall be jointly and severally liable with that natural or legal person for the fulfilment of the obligations arising from that Agreement if and in so far as it transpires that it was not authorised to represent the natural or legal person in question.

Article 4 | Trial period and right of withdrawal for Consumers

Instant Process may offer the option to use features that are normally part of a paid Subscription free of charge for a specified period. Unless expressly agreed otherwise in Writing, this trial period shall be one month.
A free trial period is available only once per User and Other Party.
The Consumer has the statutory right to withdraw from a Subscription within 14 days of its conclusion without giving any reason.
Instant Process shall only fulfil the Subscription during the statutory cooling-off period with the Consumer’s prior express consent.
Where the right of withdrawal is exercised following an express request as referred to in the previous paragraph, the Consumer shall owe Instant Process an amount proportionate to that part of the Subscription which Instant Process had already fulfilled at the time of withdrawal.
The Consumer may withdraw from the Subscription by using the withdrawal function made available by Instant Process via its online interface, by using the model withdrawal form provided by Instant Process, or by means of another In Writing communicated statement. As soon as possible after Instant Process has received the Consumer’s notice of withdrawal, Instant Process will confirm receipt thereof on a durable medium.
If the Consumer is entitled to a refund under the right of withdrawal, Instant Process will refund the payment already received from the Consumer, less any proportionate amount due as referred to in paragraph 5, as soon as possible, but no later than 14 days after the Subscription has been cancelled.

Article 5 | The Platform and terms of use

The Platform enables Users to digitally model, document, visualise, analyse and manage business processes and, where the relevant functionalities are available, to share them with others and edit them collaboratively. These functionalities may include, amongst other things, textual process modelling, visual process representations, collaborative process environments, comments, suggestions, version and change history, export options, sharing processes via links, AI Functionalities, and the processing or importing of files and other data.
The description of the Platform and its potential functionalities set out in the previous paragraph is intended solely as a general guide. Instant Process is entitled to further develop the Platform and to add, amend, technically redesign, expand or replace functionalities. During the term of a paid Agreement, Instant Process shall not impose any material restriction on functionalities that have been expressly agreed as an essential part of the Subscription purchased by the Other Party, unless this is reasonably necessary for legal, security, technical or other compelling reasons.
Instant Process may make the Platform available, in whole or in part, free of charge without the need for an Account. When used without an Account, no User Content is stored in an Instant Process Account.
Instant Process may also offer a free Account. A free Account may be subject to restrictions regarding, amongst other things, the number of stored processes, collaboration options, export options, AI Functionalities and other functions.
No rights may be derived from free use without an Account or from a free Account with regard to the continued availability or scope of the relevant functionalities. Instant Process is entitled at all times to amend, restrict or terminate free forms of use and free functionalities.
Premium is offered on a per-user basis. Each User has their own Account and personal login details.
Where applicable, the Other Party may enter into an Agreement under which several Users are granted access to the Platform. The Other Party shall determine, within the agreed parameters, which individuals may make use of the available Accounts or user rights. The Other Party is liable to Instant Process for the fulfilment of the obligations under the Agreement by Users who use the Platform under its Agreement, as if such acts or omissions were those of the Other Party itself.
Users are obliged to keep their personal login details strictly confidential and not to disclose them to or make them available to unauthorised Third Parties. The Other Party must notify Instant Process without delay if it suspects that unauthorised persons have gained access to an Account.
Use of the Platform is at the sole risk of the Other Party and Users. They are solely responsible for the accurate and complete entry, storage, export, downloading, retention and verification of User Content and other outputs from the Platform, and for correcting such content where necessary. Instant Process cannot guarantee that the operation of the Platform, nor the input, processing, storage, analysis, visualisation, export or other output of data, will at all times be accurate, complete, up to date, uninterrupted or error-free. Instant Process accepts no liability in this regard.
The Platform is a tool for modelling, visualising, managing and analysing business processes. Instant Process does not guarantee that a business process created or analysed using the Platform is optimal in terms of content, legally correct, operationally faultless or fit for a particular purpose, nor does it guarantee that use of the Platform will lead to cost savings, improved efficiency or any other business outcome. Instant Process accepts no liability in this regard.
The Other Party and Users remain responsible at all times for verifying all information generated by or via the Platform before relying on it, applying it in practice or acting upon it. Instant Process accepts no liability in this regard.
Insofar as the Platform offers AI Functionalities, these may be used, amongst other things, to generate suggestions, advice, analyses, proposals, process descriptions and changes to or in relation to processes. The AI Functionality may utilise one or more external AI providers or AI models. Information generated by AI Functionalities may be incorrect, incomplete, out of date or otherwise unsuitable for the User’s intended purpose. AI output does not constitute professional, legal, financial, technical or other specialist advice from Instant Process. The Other Party and Users must independently assess all AI output before accepting, processing or applying it. Instant Process accepts no liability in this regard.
Where Instant Process refers to ‘unlimited use’ of AI Functionalities in relation to a Subscription, this is always subject to reasonable and normal use. If a User’s usage deviates to an exceptionally large extent from what might reasonably be expected of an average User of the relevant package, or if it results in a disproportionate technical burden or costs, Instant Process is entitled to apply reasonable usage restrictions, technical limits, request or token limits, or other appropriate measures.
Insofar as the Platform offers the option to upload or import external files, including, for example, spreadsheet files, or other data, the Other Party or User shall be solely responsible for the content, accuracy and lawfulness thereof and for holding all rights and authorisations necessary for their use and Processing.
The Other Party and Users warrant that User Content and the use thereof do not constitute a breach of the rights of Third Parties and do not contravene applicable laws and regulations. Insofar as User Content contains Personal Data, the Other Party or the User is responsible for the lawfulness of its collection and processing and for ensuring that they have the necessary legal basis, provide the required information and possess any other necessary authorisations, without prejudice to the obligations incumbent upon Instant Process if it acts as a data processor in respect of that data in accordance with Article 17.
Insofar as the Platform allows processes or process environments to be shared with other Users, the Other Party is itself responsible for the persons to whom it grants access and for the resulting accessibility of User Content.
A User may, insofar as the Platform provides the functionality to do so, share a process via a link with a person who does not have an Account. The Other Party and the User are themselves responsible for sharing, managing and, where necessary, revoking or restricting such access, and must take into account any confidential information and Personal Data that may become accessible via the shared link.
Every User must comply with Instant Process’s applicable user instructions and documentation. Instant Process is entitled to amend its online documentation and user instructions in connection with changes to or extensions of the Platform.
Use of the Platform is permitted solely in accordance with the purposes for which the Platform was developed and is intended.
The User shall ensure that their systems, connections and equipment meet the technical requirements necessary to use the Platform properly.
The Users shall ensure that appropriate security measures are in place to protect against unauthorised use, viruses, malware and other digital threats.
The Other Party undertakes to ensure that every User acting under its responsibility refrains from any unauthorised use of the Platform and acts and behaves in accordance with what Instant Process may expect of a reasonable User.
The Other Party and Users are prohibited from using the Platform for unlawful purposes, infringing the rights of Third Parties, distributing malware or harmful software, circumventing security measures, gaining or attempting to gain unauthorised access, disrupt or place an excessive load on the Platform, or otherwise use the Platform in contravention of applicable laws and regulations or the Agreement.
The Other Party and Users are prohibited from attempting to decompile or reverse-engineer the software used in connection with the Platform, to manipulate it in any other unauthorised manner, or to develop software that breaches Instant Process’s rights.
Instant Process is entitled to restrict, block or suspend a User’s access to the Platform, in whole or in part, if there are reasonable grounds to suspect misuse, a security risk, a breach of this Article or any other serious failure to comply with the Agreement. In so far as circumstances reasonably permit, Instant Process shall notify the Other Party thereof and shall afford the Other Party the opportunity to remedy the breach.
Throughout the term of the Agreement, Instant Process shall endeavour to ensure the proper functioning of the Platform through updates and further development; however, it shall not be bound by any specific deadlines regarding the provision of updates, unless expressly agreed otherwise in Writing.

Article 6 | Accounts, Subscriptions, term and cancellation

Free use without an account and free Accounts are offered for as long as Instant Process makes the relevant form of use available. A User may delete a free Account using the functionality provided for this purpose within the Platform.
A free trial period shall commence for the expressly agreed duration and shall end automatically upon the expiry of that period.
Unless otherwise expressly agreed In Writing, a Premium Subscription is entered into for an indefinite period.
In the case of a fixed-term Subscription, the Subscription shall be tacitly renewed for an indefinite period upon expiry of that fixed term, unless the Subscription has been cancelled in good time in accordance with the provisions of the following paragraph.
A Subscription shall terminate upon notice of one month’s notice, but not before the expiry of any specified term of the Subscription. The Other Party may give notice of termination via the Account Portal, provided that, if this functionality is not available for the relevant type of Subscription, the Other Party must give notice of termination In Writing.
If a specific number of Users and Accounts has been agreed under a Subscription, the Other Party may not unilaterally reduce this number during the current fixed contract period or notice period. The agreed fee remains payable until the normal expiry of the Subscription, based on the agreed number.

Article 7 | Export, switching and data upon termination of the Agreement

Insofar as the Platform provides functionality for this purpose, the User may export or download User Content and other information created or processed within the Platform in the file formats made available for this purpose by Instant Process. The standard export options available may include, amongst other things, PDF and image files.
Free forms of use may be subject to an Instant Process watermark. With certain Subscriptions, exporting without such a watermark may be available. Where the Platform provides the functionality to do so, a User may also add their own label or watermark to a process.
The standard export and download options available are for guidance only and may be amended, expanded, technically redesigned or replaced by Instant Process, except where a particular export option has been expressly agreed as an essential part of the Agreement.
Instant Process shall, where the Platform is used under the Agreement on the basis of an Account or any other Agreement under which Instant Process processes or stores exportable data or digital assets on its behalf, in accordance with Regulation (EU) 2023/2854 (Data Act), to switch to another data processing service or its own IT infrastructure and to transfer or have the relevant exportable data and digital assets deleted. In doing so, the Other Party shall make use, as far as possible, of the export options available within the Platform. Insofar as the data and digital assets transferable under the Data Act cannot be fully obtained in this way, Instant Process shall make them available upon request in accordance with this Article.
The transferable data referred to in the previous paragraph comprises, insofar as it exists and insofar as it is eligible for transfer under the Data Act, the User Content entered by or on behalf of the Other Party, process models, process descriptions, comments, imported files and data, output data generated through the use of the Platform, and the metadata relevant to their use. Data relating exclusively to the internal operation of the Platform, the transfer of which would infringe the intellectual property rights or trade secrets of Instant Process or Third Parties, is excluded from transfer.
Instant Process shall provide the Other Party with information on the available procedures, methods and formats for switching and data transfer, as well as on any technical limitations thereof known to Instant Process. Instant Process also maintains an up-to-date online register containing information on the data structures, data formats and relevant standards and open interoperability specifications in which the exportable data is available. A link to this register is made available to the Other Party via the Instant Process website or its documentation portal.
The Other Party may notify Instant Process in writing of its wish to switch to another data processing service or to its own IT infrastructure. The switch process shall commence no later than two months after Instant Process receives this notification. From that point onwards, a transition period of up to 30 calendar days shall apply for the completion of the migration. If, within 14 working days of receiving the migration request, Instant Process determines that completion of the migration within this transition period is technically unfeasible, it shall notify the Other Party thereof within that period, explain the reasons for the technical unfeasibility and specify an alternative transition period of up to seven months. The Other Party may extend the transition period once by a period it deems more suitable for its own purposes. During the transitional period, the Agreement shall remain in force and the Other Party shall remain liable for the agreed remuneration, in so far as the services remain available during that period.
Instant Process will, within reasonable limits, provide the legally required assistance during the switching process, ensure the continuity and security of the service as far as possible, and not create any contractual, commercial, organisational or technical barriers that prevent switching in contravention of the Data Act or make it unreasonably difficult.
At the end of the transition period, Instant Process will keep the eligible exportable data and digital assets available for retrieval for at least 30 calendar days. Thereafter, Instant Process may delete this data, unless Instant Process is required by law to retain it for a longer period or the Parties have agreed on a longer retention period.
To the extent required by the Data Act, Instant Process makes the exportable data available in a structured, commonly used and machine-readable format and facilitates switching via suitable interfaces. Instant Process is not obliged to develop or provide new technology, bespoke functionalities or a system from another provider.
Until 12 January 2027, Instant Process will only charge fees for switching to the extent and for as long as permitted by the Data Act. These fees will not exceed Instant Process’s costs directly associated with the switching process in question. From 12 January 2027, Instant Process will no longer charge any switching fees.
Apart from the statutory obligations referred to in this Article, Instant Process is not obliged to carry out data migration, bespoke conversion, implementation or configuration of a system provided by another supplier or of the Other Party’s own IT infrastructure.
The Other Party and Users are themselves responsible for the timely export and storage of User Content and other information which they wish to retain following the termination of the Agreement, save where otherwise provided for in this Article. Instant Process is not obliged to provide an independent archiving or backup service for the Other Party.
Upon termination of the Agreement, the right of the Users concerned to use the Platform shall cease, without prejudice to any applicable statutory transitional or notice period. Once this period has expired, Instant Process is entitled to remove User Content and, following its lawful removal, is under no obligation to make it available again, reconstruct it or convert it.
In addition to the provisions of this Article, Article 17 shall also apply to Personal Data that Instant Process processes solely as a data processor on behalf of the Other Party.

Article 8 | Support

Unless otherwise expressly agreed in Writing, Instant Process does not offer a guaranteed support service. Users may, amongst other things, submit enquiries by email. No response times or resolution times are guaranteed.
Online documentation and other user information made available by Instant Process form an important part of the support provided to Users. The content of these materials may be amended in line with the further development of the Platform.
Support is provided by Instant Process on a best-efforts basis and not on a results-based basis. The Other Party may not derive any rights from the speed, availability or manner in which support is provided.
The fact, if any, that Instant Process has provided support in the past, regardless of its nature, scope or speed, does not create any obligation or guarantee for the provision of support in the same manner in the future.

Article 9 | Availability, maintenance and Third Parties

Instant Process shall endeavour to keep the Platform available for the duration of the Agreement, but does not provide any specific uptime guarantee in this regard, unless expressly agreed otherwise In Writing.
Instant Process is entitled to temporarily suspend the Platform or parts thereof if this is necessary for maintenance, modification, improvement, security, updating or other technical work.
Instant Process relies on external suppliers for various components of the Platform, including providers of hosting, AI Functionalities, payment services, cloud and IT infrastructure, and any integrations. Instant Process cannot guarantee that services or facilities provided by Third Parties will be available at all times without interruption or error.
Instant Process shall not be liable for any damage resulting solely from a fault or failure of an external service or facility over which Instant Process has no reasonable control, except to the extent that the relevant circumstance must be borne by Instant Process under mandatory law.

Article 10 | Prices and payments

In the case of a Subscription, the Offer shall specify the applicable price or prices. The prices quoted by Instant Process are exclusive of VAT, unless expressly stated otherwise in Writing or the Other Party is a Consumer, in which case the prices are quoted inclusive of VAT.
Payments must be made at the specified time or within the payment term stated by Instant Process on the invoice, in the manner specified by Instant Process. For online Subscriptions, payment may be made via a payment service provider appointed by Instant Process.
Instant Process is entitled to amend the agreed prices for future Subscription periods. In the case of a fixed-term Subscription, any price change to the detriment of the Other Party shall not take effect until after the expiry of the current agreed fixed term, unless the change results directly from a statutory measure. In the case of an Agreement for an indefinite period, Instant Process shall notify the Other Party of any proposed price change no later than two months before it takes effect.
Instant Process is entitled, without prior notice, to index the agreed prices annually in line with the Consumer Price Index (CPI) as determined by Statistics Netherlands.
If payment is not made on time, the Other Party shall be deemed to be in default by operation of law, on the understanding that a Consumer shall only be deemed to be in default after having been given a demand for payment In Writing within a period of 14 days, commencing on the day following receipt of the demand, and payment has not been made within that period.
From the moment the Other Party is in default, the Other Party shall owe interest at a rate of 2 per cent per month on the outstanding amount, with any part of a month being treated as a full month. In the case of a Consumer, the statutory interest rate in force at the time shall apply in place of the aforementioned contractual interest rate.
All reasonable judicial, extrajudicial and enforcement costs incurred in recovering sums owed by the Other Party shall be borne by the Other Party.

Article 11 | Force majeure

Instant Process shall not be obliged to continue to perform the Agreement if, and for as long as, it is unable to do so as a result of force majeure. Force majeure is understood to mean, in addition to what is defined as such in legislation and case law, all external causes over which Instant Process has no control and which render the further performance of the Agreement impossible or seriously impede it.
Force majeure includes, amongst other things, disruptions to internet connections, disruptions to communication links, disruptions to or failure of hosting services, failure of services provided by Third Parties, power cuts, cyber incidents, viruses, government measures and any other circumstance over which Instant Process has no reasonable control.
If the force majeure event makes it permanently impossible to perform the Agreement, the Parties shall be entitled to terminate the Agreement with immediate effect.
If, at the time the force majeure situation arises, Instant Process has already partially fulfilled its obligations, or is only able to fulfil them in part, it shall be entitled to separate payment for the part of the Agreement that has already been performed or that remains performable. Losses resulting from force majeure shall not be eligible for compensation.

Article 12 | Suspension and termination

Instant Process shall be entitled, where the circumstances of the case reasonably justify it, to suspend the performance of the Agreement or to terminate the Agreement in whole or in part with immediate effect, if the Other Party fails to fulfil its obligations under the Agreement, including the provisions set out in these general terms and conditions, or where circumstances that come to the attention of Instant Process after the conclusion of the Agreement give good reason to fear that the Other Party will not fulfil its obligations. If the fulfilment of the Other Party’s obligations, in respect of which it is failing or is likely to fail, is not permanently impossible, the right to terminate shall only arise after the Other Party has been given notice of default in Writing by Instant Process, in which notice a reasonable period is specified within which the Other Party may still fulfil its obligations, and fulfilment has still not taken place after the expiry of that period.
If the Other Party is in a state of bankruptcy, has applied for a moratorium on payments, has had any of its assets seized, or in cases where the Other Party is otherwise unable to dispose of its assets freely, Instant Process shall be entitled to terminate the Agreement with immediate effect, unless the Other Party has provided sufficient security to ensure the fulfilment of its obligations.
Furthermore, Instant Process is entitled to terminate the Agreement in whole or in part if circumstances arise which are such that performance of the Agreement is impossible or that it cannot reasonably be expected to maintain the Agreement unchanged.
The Other Party shall not be entitled to claim damages in connection with any right of suspension or termination lawfully exercised by Instant Process pursuant to this Article.
If the grounds for the suspension or termination of the Agreement are attributable to the Other Party, the Other Party shall be liable for any loss suffered by Instant Process as a result.
If Instant Process terminates the Agreement pursuant to this Article, any claims it may have against the Other Party that have become due and payable shall be payable immediately.
Instant Process is also entitled to temporarily block an Account or access to the Platform if this is reasonably necessary to mitigate a security incident, misuse, risk of fraud or any other serious threat to the Platform, its Users or Third Parties.

Article 13 | Liability and Indemnity

Instant Process shall not be liable for any loss or damage caused by inaccuracies or omissions in information provided by the Other Party or a User, incorrect data entry by Users, unlawful or incorrect use of the Platform, any other failure by the Other Party or a User to fulfil their obligations arising from the law or the Agreement, or any other circumstance for which Instant Process cannot be held responsible.
The Other Party and Users are at all times responsible for verifying all information generated by or with the aid of the Platform, including, but not limited to, process models, process descriptions, visualisations, analyses, exports, AI output, suggestions and other results. Instant Process shall not be liable for any loss or damage arising from the use or application of incorrect, incomplete or out-of-date output without proper verification.
Instant Process shall not be liable for any damage arising from malfunctions, maintenance work, internet disruptions, the failure of external hosting or other services, or any other limitations in the operation or availability of the Platform that cannot be attributed to Instant Process.
Instant Process’s liability for indirect damage, consequential damage, loss of profit, losses incurred, lost savings, reduced goodwill, damage resulting from business interruption, damage arising from claims by the Other Party’s staff, customers, suppliers or other Third Parties, corruption or loss of data, and all other forms of damage not mentioned in the following paragraph, on whatever grounds, is excluded.
The limitations on Instant Process’s liability set out in these general terms and conditions shall not apply if the damage is attributable to wilful misconduct or deliberate recklessness on the part of Instant Process or its senior staff. Subject to the limitation referred to in the following paragraph, Instant Process shall only be held liable for direct damage attributable to it. Direct damage is understood to mean exclusively:

the reasonable costs incurred in determining the cause and extent of the damage, in so far as such determination relates to damage within the meaning of these general terms and conditions;
any reasonable costs necessary to ensure that Instant Process’s defective performance complies with the Agreement;
reasonable costs incurred to prevent or limit damage, in so far as the Other Party demonstrates that these costs have led to a reduction in the direct damage as referred to in these general terms and conditions.

In the event that, notwithstanding the provisions elsewhere in these general terms and conditions, Instant Process should be liable in any way, such liability shall be limited to the proper performance of the defective service at a later date. If such rectification is not possible or has demonstrably become pointless for the Other Party, Instant Process’s liability shall be limited to a maximum of the total, cumulative invoice value of the relevant Subscription, at least in respect of that part of the Subscription to which the liability relates. Where the Subscription has already been in force for more than 12 months, the invoice value referred to above shall be determined exclusively on the basis of the invoice value for the last 12 months of the Agreement. If the Agreement is free of charge for the Other Party, Instant Process’s liability shall be limited to an amount of €1 per Agreement.
The limitation period for all legal claims against Instant Process is 12 months from the date on which the claim arose, provided that any liability on the part of Instant Process shall lapse if 18 months have elapsed since the termination of the Agreement and the legal claim has not been brought within the aforementioned period. The foregoing applies to Consumers insofar as the law does not imperatively preclude it.
The Other Party shall indemnify Instant Process against any claims by Third Parties, including Users and persons whose Personal Data or other information is processed via the Platform by or on behalf of the Other Party, who suffer loss in connection with the performance of the Agreement and where the cause is attributable to the Other Party or a User acting under its responsibility or any other Third Party. Should Instant Process be held liable by Third Parties on that basis, the Other Party shall be obliged to assist Instant Process both in and out of court and to take all steps without delay that may reasonably be expected of it in such circumstances. Should the Other Party fail to take adequate measures, Instant Process shall be entitled, without notice of default, to take such measures itself. All reasonable costs and damages incurred by Instant Process as a result shall be borne by the Other Party to the extent that they can be attributed to it.

Article 14 | Intellectual property

All copyright and other intellectual property rights in the Platform and its components, including the software, source code, platform architecture, design, documentation, methodologies, standard components, trade names and trademarks, are owned by Instant Process or its licensors.
For the duration of the Agreement, Instant Process grants Users a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Platform, solely to the extent necessary for its normal use in accordance with the Agreement.
Without the prior written consent of Instant Process, it is prohibited to copy, reproduce, distribute or exploit material in which Instant Process holds rights, or to create derivative works from such material, except to the extent that this is compatible with the normal use of the Platform.
In the event of a breach of the provisions of the preceding paragraphs attributable to the Other Party, Instant Process or its licensor reserves all rights to which it is entitled by law, including the right to compensation for any loss suffered as a result and to the immediate termination or rectification of the Breach.
The Other Party and Users retain any intellectual property rights to which they are legally entitled in respect of their own User Content. Use of the Platform does not entail any transfer of those rights to Instant Process.
The Other Party and Users grant Instant Process, for the duration and to the extent necessary for the performance of the Agreement, the non-exclusive right to technically host, copy, process, structure, visualise, analyse, convert, export, make available to persons designated by the Users and, if the Users utilise the relevant functionality, to process via AI Functionalities.

Article 15 | Amendments to these general terms and conditions

Instant Process may amend the general terms and conditions if there are reasonable grounds for doing so, for example in connection with changes to legislation or regulations, the services provided, the Platform, the technology used, security, suppliers or subscription types.
Instant Process shall notify the Other Party of any amendment affecting a current Subscription no later than two months before it comes into effect. In the case of a fixed-term Subscription, a change to the Other Party’s detriment shall not take effect until the current fixed term has expired, unless the change is necessary due to mandatory law, a government measure, a security risk or any other circumstance that reasonably justifies its earlier application.

Article 16 | Governing law and dispute resolution

Every Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
Before taking any legal action, the Parties shall endeavour to settle any dispute by mutual agreement.
Only the competent court within the judicial district of The Hague shall have jurisdiction at first instance to hear any legal disputes between the Parties, without prejudice to Instant Process’s right to designate another court with jurisdiction under the law. A Consumer is, however, entitled to choose the court having jurisdiction under the law within one month of Instant Process having given notice of its intention to bring proceedings In Writing before the court it has designated.

Article 17 | Personal Data and data processing agreement

Applicability

Insofar as Instant Process processes Personal Data in the performance of the Agreement, Instant Process shall process such Personal Data in accordance with the applicable laws and regulations governing the processing of Personal Data.
Insofar as Instant Process processes Personal Data for the purposes of its own business operations, including account management, customer and client relationship management, invoicing, payment administration, communication, support, security and statutory record-keeping, Instant Process acts as the data controller in respect of that Personal Data.
Insofar as Instant Process processes Personal Data on behalf of the Other Party in the context of the performance of the Agreement, Instant Process shall be regarded as a data processor within the meaning of the General Data Protection Regulation (GDPR) in respect of that Personal Data. In that case, the provisions of this Article shall constitute the data processing agreement between the Parties.
The provisions of this Article shall apply, in particular, as a data processing agreement if the Other Party or a User includes Personal Data relating to, for example, employees, staff, customers, suppliers, contacts or other individuals in process models, process descriptions, comments, any chat messages, imported files, AI prompts or other User Content, and Instant Process, which processes Personal Data exclusively for the benefit of the Other Party.

Additional definitions

In addition to the definitions set out in Article 1, the following terms, which are also always capitalised, are used in this Article with the meanings set out below:

Data Subject: the identified or identifiable natural person to whom Personal Data relates.
Third Party: a natural or legal person, a public authority, a service or any other body, other than the Data Subject, the Other Party, Instant Process or the persons authorised under the direct authority of the Parties to process Personal Data.
Breach: A breach relating to Personal Data as referred to in the GDPR.
Personal Data: any information relating to an identified or identifiable natural person.
Sub-Processor: a third party engaged by Instant Process which processes Personal Data on behalf of the Other Party.
Processing: a processing operation or a set of processing operations relating to Personal Data, whether or not carried out by automated means.

Duration and end

The provisions of this Article shall not take effect until the date on which the Agreement is concluded and in so far as Instant Process actually processes Personal Data as a data processor on behalf of the Other Party.
Insofar as this Article constitutes a data processing agreement, it shall remain in force for the duration of the Agreement and for as long as Instant Process continues to process Personal Data on behalf of the Other Party thereafter.
Any obligations under this Article which, by their nature, are intended to continue after the termination of the Agreement shall remain in force after such termination.

Purpose, nature and scope of the processing

The purpose of the Processing is to provide and technically operate the Platform and the functionalities used therein, insofar as this involves the processing of Personal Data contained in User Content on behalf of the Other Party.
Instant Process processes Personal Data only to the extent necessary for the performance of the Agreement.
Depending on how the Platform is used, the Processing may relate, amongst other things, to Personal Data contained in process models, process descriptions, comments, any chat messages, imported files, spreadsheet files, AI prompts, data analysed via AI Functionalities and other User Content.
The nature of the Processing may include, amongst other things, the receipt, collection, recording, organisation, structuring, storage, consultation, modification, combination, visualising, analysing, making available, transmitting, exporting and deleting Personal Data, insofar as this takes place in the context of the use of the Platform.
The Processing is carried out solely for the purpose of performing the Agreement, including making the Platform available to Users, the technical facilitation of agreed functionalities, collaboration within process environments, the storage and export of User Content and, where applicable, Processing via AI Functionalities.

Categories of Data Subjects and Personal Data

Depending on how the Platform is used, the categories of Data Subjects may include, amongst others, employees and other staff of the Other Party, customers, clients, suppliers, business associates, contacts and other natural persons whose data the Other Party or a User includes in User Content.
Depending on the actual structure of the Platform’s use, the categories of Personal Data may include, amongst other things: name details, business or other contact details, role and organisational details, and other Personal Data entered or made available by the Other Party or a User in User Content.
The Other Party determines which Personal Data it has processed via the Platform and, as the data controller, is responsible for the lawfulness thereof. The Platform is not primarily intended for the processing of Personal Data, and the Other Party must exercise restraint when entering (or having entered) Personal Data that is not necessary for the intended processing purpose.

Processing solely on behalf of

Insofar as Instant Process acts as a data processor, it shall process the relevant Personal Data exclusively on behalf of the Other Party and in accordance with the Other Party’s documented instructions. The Agreement and the use of the Platform by authorised Users shall be deemed to constitute instructions from the Other Party. If Instant Process is required by law to process Personal Data outside the scope of these instructions, it shall notify the Other Party in advance, unless such notification is prohibited by law.
Instant Process does not process the Personal Data in question for its own purposes, except in so far as it concerns Personal Data that Instant Process processes separately as an independent data controller as referred to in paragraph 2.
If, in Instant Process’s opinion, an instruction from the Other Party contravenes applicable data protection legislation, Instant Process shall notify the Other Party of this as soon as possible.
Instant Process ensures that individuals who have access to Personal Data under its authority have undertaken to maintain confidentiality or are bound by an appropriate statutory duty of confidentiality.

Third Parties and Sub-Processors

Instant Process shall not disclose Personal Data to Third Parties or otherwise make it available to them, except to the extent that this is necessary for the performance of the Agreement, is carried out on the instructions of the Other Party, or arises from a legal obligation.
Instant Process is entitled to use Sub-Processors in connection with the Processing. Depending on the functionalities used, these may include, amongst others, hosting providers, AI providers, cloud and infrastructure suppliers, and other technical service providers.
The Other Party grants Instant Process general authorisation to engage and replace Sub-Processors.
Instant Process shall ensure that, to the extent required by law, a Sub-Processor is subject to contractual obligations that are, in essence, equivalent to the relevant privacy and security obligations imposed on Instant Process under this Article.
Instant Process remains liable to the Other Party for the fulfilment of the data protection obligations imposed on the relevant Sub-Processor, insofar as these arise from the GDPR.
If Instant Process appoints or replaces a Sub-Processor, it shall inform the Other Party of this in advance or, if prior notice is not reasonably possible, as soon as possible in a manner accessible to the Other Party.
The Other Party may object to a new Sub-Processor if there are demonstrable and reasonable grounds for doing so that are directly related to the protection of Personal Data. In such a case, the Parties shall consult with a view to finding a reasonable solution. If no reasonable solution proves possible and the use of the Sub-Processor in question is necessary for the provision of the service, Instant Process may terminate the relevant functionality or, insofar as the change materially affects the Other Party, terminate the relevant Agreement or the relevant part thereof.

International transfer

The Platform’s main hosting takes place in the Netherlands, whilst for certain functionalities – including AI Functionalities – use may be made of suppliers or Sub-Processors whose data processing takes place wholly or partly outside the Netherlands or outside the European Economic Area.
Insofar as Instant Process, in its capacity as a data processor, transfers Personal Data to a country outside the European Economic Area or makes such data accessible there, it shall ensure that this takes place exclusively in accordance with the applicable provisions of Chapter V of the GDPR, for example, on the basis of an adequacy decision, applicable standard contractual clauses or another legally permitted basis for transfer.

Security

Instant Process shall, taking into account the state of the art, the costs of implementation, as well as the nature, scope, context and purposes of the Processing, as well as the risks to Data Subjects, shall implement appropriate technical and organisational measures to protect Personal Data against loss or any form of unlawful Processing.
When determining an appropriate level of security, Instant Process takes into account the risks associated with the Processing, in particular those arising from the destruction, loss, alteration, unauthorised disclosure of, or unauthorised access to, Personal Data that is transmitted, stored or otherwise processed.
Instant Process cannot guarantee that security measures will be effective in all circumstances, but will endeavour to achieve a level of security appropriate to the Processing in question.

Assistance to the Other Party

Insofar as the Other Party, taking into account the nature of the Processing and the information available to Instant Process, reasonably requires assistance to comply with requests from Data Subjects, Instant Process shall assist the Other Party by means of appropriate technical and organisational measures to the extent that this is reasonably possible.
If a Data Subject submits a request directly to Instant Process concerning Personal Data that Instant Process processes solely as a data processor on behalf of the Other Party, Instant Process will, in principle, forward this request to the Other Party and will not itself take a decision on the substance of the request, unless it is legally obliged to do so.
Instant Process shall, taking into account the nature of the Processing and the information available to it, assist the Other Party, within reasonable limits, in complying with obligations relating to security, Breaches, data protection impact assessments and prior consultation with supervisory authorities. If, in Instant Process’s opinion, the work involved falls outside the normal performance of the Agreement, Instant Process shall be entitled to charge the Other Party for the reasonable costs incurred in this regard, insofar as this is reasonable.

Breaches relating to Personal Data

In the event of a Breach relating to Personal Data processed by or on behalf of Instant Process in its capacity as a data processor, Instant Process shall inform the Other Party of this without undue delay after becoming aware of the Breach.
Instant Process shall, to the extent available and as required by law, provide information that the Other Party reasonably requires to fulfil its legal obligations in connection with the Breach, including information regarding the nature of the Breach, its likely consequences and the measures taken or proposed.
The decision as to whether a Breach must be reported to a supervisory authority or to Data Subjects is the responsibility of the Other Party insofar as it is the data controller in respect of the Personal Data concerned.

Audits and disclosure of information

Instant Process shall, upon reasonable request and to the extent necessary to demonstrate compliance with the obligations incumbent on Instant Process as a data processor, provide the Other Party with the information reasonably available to Instant Process.
If the Other Party wishes to carry out an audit or have one carried out, Instant Process shall cooperate with this within reasonable limits, provided that:

The Other Party gives timely notice of this In Writing;
where available, the first reasonably accessible reports, certifications or other information shall be used if they provide sufficient insight;
the audit does not place an unreasonable burden on Instant Process’s operations and security;
confidential information belonging to Instant Process and other clients is adequately protected;
the audit is carried out by the Other Party or by an independent, expert auditor who is bound by appropriate confidentiality obligations; and
the costs of the audit shall be borne by the Other Party, unless the audit reveals that Instant Process has, through its own fault, materially failed to comply with its obligations under this Article.

Instant Process shall make available to the Other Party and the competent supervisory authority all information reasonably necessary to demonstrate compliance with the obligations set out in Article 28 of the GDPR and shall cooperate with audits and inspections to the extent required by law.

Retention periods, refunds and deletion

The Other Party is responsible for the timely export of Personal Data and other User Content that it wishes to retain following the termination of the Agreement, insofar as the Platform provides export functionality for this purpose.
Upon termination of the Agreement, Instant Process shall delete the Personal Data which it processes solely as a data processor on behalf of the Other Party, and shall delete any existing copies, unless a legal obligation requires the retention of the Personal Data in question.
Insofar as Personal Data remains present in technical backups for a limited period following deletion, it will not be actively processed again for other purposes and will be deleted in accordance with the regular backup cycle, unless a legal obligation requires otherwise.

Liability

Article 13 shall apply in full to any liability on the part of Instant Process relating to the processing of Personal Data, its role as a data processor or the implementation of this Article, insofar as this is compatible with mandatory data protection legislation.

Final Provision

This Article forms an integral part of the Agreement. In the event of any conflict between this Article and other provisions of these general terms and conditions, this Article shall prevail in respect of the Processing operations governed by this Article.