• COTIT: Refers to COTIT B.V., a Dutch companyproviding a modular supply chain visibility platform and related services.

• Services: Refers to the COTIT platform, including allsoftware modules, APIs, AI agents, infrastructure components, configurations,and additional services offered by COTIT.

• White Label Partner: A company thatpartners with COTIT to offer the Services under their own brand.

• Wholesale Partner: A White Label Partnerthat takes full responsibility for the client relationship, billing, andsupport.

• Agency Partner: A White LabelPartner that receives a commission (revenue sharing) for clients they introduceto COTIT.

• Ecosystem Associate: A company thatprovides services to COTIT, White Label Partners, or Workspace Owners, such asimplementation, integration, or business development.

• Workspace Owner: The end-client usingthe COTIT platform for their supply chain visibility and operations.

• Agreement: Refers to these General Terms and Conditionsand any additional agreements signed between the parties (e.g. ServiceAgreement, Partnership Agreement, SLA, or DPA).

• Service Level Agreement (SLA): A separateagreement defining the expected service levels, metrics, and remedies.

• Data Processing Agreement (DPA): A GDPR-compliant contract governing theprocessing of personal data.

2.1 Wholesale Partnership
Wholesale Partners are fully responsible forthe commercial relationship with their clients. COTIT will invoice theWholesale Partner for Services delivered. Specific terms will be set out in aseparate Wholesale Partnership Agreement.
2.2 Agency Partnership
‍Agency Partners receive a commission based ona revenue-sharing model. COTIT will contract directly with and invoice theWorkspace Owner under the White Label Partner’s brand. Specific terms will beincluded in a separate Agency Partnership Agreement.

Ecosystem Associates may deliver added-value services to COTIT, its Partners, or Workspace Owners.Each relationship will be governed by a separate agreement.

4.1 Service Agreement
‍Workspace Owners will sign a direct ServiceAgreement either with COTIT (in the case of Agency Partners) or with aWholesale Partner. This governs fees, usage, and support.
4.2 Data Processing and Compliance
‍COTIT processes personal data in accordancewith GDPR, our Privacy Policy, and where applicable, a DPA. Workspace Ownersremain the data controller for their environment.
‍4.3 SLAs
‍SLAs may be entered into separately.Workspace Owners contracting with COTIT may negotiate an SLA directly. Forclients under a Wholesale Partner, SLA terms are the responsibility of thatpartner.

5.1 Partners
Payment terms are defined in the respective Partnership Agreement (Wholesale or Agency).
5.2 Workspace Owners
Payment terms are defined in their Service Agreement.
5.3 SLAs
Additional fees for SLAs will be defined in the SLA and billed by COTIT or the Wholesale Partner, depending on the relationship.

All core intellectual property rights, including the platform architecture, codebase, and AI modules, remain the exclusive property of COTIT. White Label Partners are granted a non-exclusive, non-transferable license to use COTIT branding or platform features as outlined in their agreement. Workspace Owners may license custom configurations or developments made specifically for them. Ownership of such configurations may be transferred only if explicitly agreed upon in writing and does not include transfer of platform source code or proprietary technology unless stated otherwise. Reverse engineering, reselling, or duplication of the platform is prohibited without written consent.

All parties agree to maintain theconfidentiality of any non-public information shared during the course of theengagement. This obligation shall survive termination of the Agreement. 

This Agreement may be terminated by eitherparty with a 30-day written notice unless otherwise specified in a separateagreement.
‍Upon termination:

• Access to theServices will be revoked.

• Outstanding invoices become immediately due.

• Sections relating to confidentiality, liability, IP, and data protection will survive termination.

Certain Services may include AI-powered features, such as automated workflows, recommendations, or decision support. COTIT does not guarantee the accuracy or reliability of AI-generated outputs and is not liable for decisions made based solely on automated results, unless otherwise agreed in writing. Clients are responsible for evaluating and verifying AI-generated insights in their operational context. 

Clients, partners, and associates may not

• Use the platform forillegal activities

• Attempt to bypasssystem controls or restrictions

• Resell or copy theplatform without authorization

• Use COTIT to build ortrain a competing product

• Abuse the system withexcessive API requests or harmful scripts
  

Violations may result in immediate suspensionor termination

11.1 Limitation of Liability
COTIT's total liability is limited to theamount paid by the affected party in the twelve (12) months preceding theclaim.
‍11.2 Disclaimer of Warranties
‍Services are provided “as is” withoutwarranties of any kind, express or implied.
‍11.3 Indemnification
‍Each party agrees to indemnify the otheragainst any claims or liabilities resulting from its own breach or misuse ofthe Services. 

This Agreement shall be governed by the lawsof the Netherlands. Any dispute shall first be addressed throughgood-faith mediation. If unresolved, the dispute will be submitted exclusivelyto the competent court in Amsterdam, The Netherlands. 

Neither party shall be held liable for delaysor failure to perform due to events beyond their control, including but notlimited to: Acts of God, War or terrorism, Cyberattacks, Pandemics, Supply chain disruptions, Government restrictions, Labor shortages

• Entire Agreement: These Terms, alongwith applicable Privacy Policy, SLA, and partnership documents, form the fullagreement.

• Severability: If any provision isdeemed unenforceable, the remainder remains in effect.

• Waiver: Failure to enforce any provision does notconstitute a waiver.

• Assignment: Parties may notassign this Agreement without prior consent, except during mergers oracquisitions.

• Notices: All formal communication must be sent viaemail or registered mail.

• Amendments: Changes must beagreed to in writing by both parties.

• Relationship: The parties are independent contractors. Nothing in this Agreementcreates a partnership, joint venture, or employment relationship.