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

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

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

• Wholesale Partner: A White Label Partner that takes full responsibility for the client relationship, billing, and support.

• Agency Partner: A White Label Partner that receives a commission (revenue sharing) for clients they introduce to COTIT.

• Ecosystem Associate: A company that provides services to COTIT, White Label Partners, or Workspace Owners, such as implementation, 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 Conditions and any additional agreements signed between the parties (e.g. Service Agreement, Partnership Agreement, SLA, or DPA).

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

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

2.1 Wholesale Partnership
Wholesale Partners are fully responsible for the commercial relationship with their clients. COTIT will invoice the Wholesale Partner for Services delivered. Specific terms will be set out in a separate Wholesale Partnership Agreement.
2.2 Agency Partnership
‍Agency Partners receive a commission based on a revenue-sharing model. COTIT will contract directly with and invoice the Workspace Owner under the White Label Partner’s brand. Specific terms will be included 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 Service Agreement either with COTIT (in the case of Agency Partners) or with a Wholesale Partner. This governs fees, usage, and support.
4.2 Data Processing and Compliance
‍COTIT processes personal data in accordance with GDPR, our Privacy Policy, and where applicable, a DPA. Workspace Owners remain 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. For clients under a Wholesale Partner, SLA terms are the responsibility of that partner.

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 the confidentiality of any non-public information shared during the course of the engagement. This obligation shall survive termination of the Agreement. 

This Agreement may be terminated by either party with a 30-day written notice unless otherwise specified in a separate agreement.
‍Upon termination:

• Access to the Services 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 fori llegal activities

• Attempt to bypass system controls or restrictions

• Resell or copy the platform without authorization

• Use COTIT to build ortrain a competing product

• Abuse the system with excessive API requests or harmful scripts
  

Violations may result in immediate suspensionor termination

11.1 Limitation of Liability
COTIT's total liability is limited to the amount paid by the affected party in the twelve (12) months preceding the claim.
‍11.2 Disclaimer of Warranties
‍Services are provided “as is” without warranties of any kind, express or implied.
‍11.3 Indemnification
‍Each party agrees to indemnify the other against any claims or liabilities resulting from its own breach or misuse of the Services. 

This Agreement shall be governed by the laws of the Netherlands. Any dispute shall first be addressed through good-faith mediation. If unresolved, the dispute will be submitted exclusively to the competent court in Amsterdam, The Netherlands. 

Neither party shall be held liable for delays or failure to perform due to events beyond their control, including but not limited to: Acts of God, War or terrorism, Cyberattacks, Pandemics, Supply chain disruptions, Government restrictions, Labor shortages

• Entire Agreement: These Terms, along with applicable Privacy Policy, SLA, and partnership documents, form the full agreement.

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

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

• Assignment: Parties may not assign this Agreement without prior consent, except during mergers or acquisitions.

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

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

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