Terms of Service
Last updated: March, 19 - 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you") and Terran Labs BV, a company incorporated under the laws of Belgium ("Tuplex", "we", "us").
By accessing or using the Tuplex platform and related services (the "Service"), you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
These Terms incorporate by reference:
1. Definitions
"Account" means a Customer account registered on the Service.
"Authorized Users" means individuals authorized by Customer to access and use the Service under Customer's Account, including employees, contractors, and agents.
"Content" means any data, text, files, documents, images, or other materials.
"Customer Content" means any Content that Customer or its Authorized Users submit, upload, or otherwise transmit to or through the Service, including inputs to AI features.
"Documentation" means the user guides, online help, and other technical documentation made available by Tuplex for the Service.
"Effective Date" means the date on which Customer first accepts these Terms or first accesses the Service.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, and any other intellectual or industrial property rights, whether registered or unregistered.
"Order" means an ordering document, online subscription page, or in-app purchase that specifies the Service plan, fees, and any additional terms agreed between the parties.
"Output" means any Content generated by the Service's AI features in response to Customer Content.
"Service" means the Tuplex cloud-based AI agent platform, including all associated APIs, web applications, desktop applications, and related services as described in the Documentation.
"Subscription Term" has the meaning set out in Section 10.1.
2. Service Description
2.1. Tuplex is an AI agent platform that enables Customers to create, configure, and deploy AI-powered agents for professional workflows. The Service integrates with third-party AI models and tools to process Customer instructions and generate Outputs.
2.2. The Service is provided as a cloud-hosted software-as-a-service (SaaS) solution. Features and functionality may vary by subscription plan as described in the applicable Order.
2.3. Tuplex may update, modify, or enhance the Service from time to time. We will use reasonable efforts to notify Customer of material changes that adversely affect the Service's core functionality.
3. Account Registration and Security
3.1. To use the Service, Customer must create an Account by providing accurate and complete registration information. Customer agrees to keep this information current.
3.2. Customer is responsible for maintaining the confidentiality of Account credentials and for all activities that occur under its Account. Customer must promptly notify Tuplex of any unauthorized use of its Account.
3.3. Customer is responsible for ensuring that its Authorized Users comply with these Terms. Customer is liable for any breach of these Terms by its Authorized Users.
3.4. Customer must be at least 18 years of age (or the age of legal majority in its jurisdiction) to create an Account.
4. Use of the Service
4.1. License Grant. Subject to these Terms and payment of applicable Fees, Tuplex grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with these Terms and the applicable Order.
4.2. Usage Restrictions. Customer shall not, and shall not permit any third party to:
- (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service;
- (b) modify, adapt, translate, or create derivative works based on the Service;
- (c) sublicense, lease, rent, loan, or otherwise transfer the Service to any third party;
- (d) use the Service to build a competitive product or service;
- (e) remove or alter any proprietary notices, labels, or marks on the Service;
- (f) use the Service in violation of the Acceptable Use Policy;
- (g) use the Service to transmit any malicious code, viruses, or harmful components;
- (h) interfere with or disrupt the integrity or performance of the Service;
- (i) attempt to gain unauthorized access to the Service or related systems;
- (j) use the Service in any manner that exceeds reasonable use parameters or circumvents rate limits.
4.3. Compliance with Laws. Customer shall use the Service in compliance with all applicable laws, regulations, and industry standards, including but not limited to data protection laws, export control regulations, and the EU AI Act (Regulation (EU) 2024/1689).
5. AI Features and Outputs
5.1. AI-Generated Outputs. The Service uses third-party artificial intelligence and machine learning models to generate Outputs. Customer acknowledges and agrees that:
- (a) Outputs may be inaccurate. AI-generated Outputs are provided without any warranty as to accuracy, completeness, reliability, or fitness for any particular purpose. Outputs may contain errors, inaccuracies, biases, or inappropriate content.
- (b) Human review required. Customer is solely responsible for reviewing, verifying, and validating any Output before relying on or acting upon it. Customer shall not use Outputs as a sole source of truth, factual information, or as a substitute for professional advice.
- (c) Non-uniqueness. Due to the nature of AI systems, Outputs are not guaranteed to be unique. Other users of the Service may receive similar or identical Outputs in response to similar inputs.
- (d) Third-party models. Outputs are generated by third-party AI models (including models provided by Anthropic, OpenAI, Google, and Mistral). The availability, capabilities, and behaviour of these models may change and are outside Tuplex's direct control.
5.2. No Training on Customer Content. Tuplex does not use Customer Content (inputs or Outputs) to train, improve, or develop AI models, unless Customer explicitly opts in to such use through a separate written agreement. Customer Content is processed solely for the purpose of providing the Service.
5.3. EU AI Act Transparency. In accordance with the EU AI Act (Regulation (EU) 2024/1689), Tuplex informs you that Outputs generated by the Service are machine-generated content produced by artificial intelligence systems. When deploying Outputs in professional or public contexts, Customer is responsible for appropriate disclosure and labelling as required by applicable law.
5.4. Autonomous Agent Actions. Where the Service enables AI agents to perform autonomous actions (such as executing tools, accessing connected services, or processing data), Customer remains solely responsible for the configuration, supervision, and consequences of such actions. Tuplex strongly recommends enabling human-in-the-loop review for consequential agent actions.
6. Intellectual Property
6.1. Tuplex IP. Tuplex and its licensors retain all right, title, and interest (including all Intellectual Property Rights) in and to the Service, Documentation, and all related technology, updates, enhancements, and derivative works thereof. No rights are granted to Customer other than as expressly set forth in these Terms.
6.2. Customer Content. As between Customer and Tuplex, Customer retains all rights, title, and interest in and to Customer Content.
6.3. Output Ownership. To the extent permitted by applicable law, and as between Customer and Tuplex, Tuplex hereby assigns to Customer all of its right, title, and interest (if any) in and to Output generated through Customer's use of the Service. Customer acknowledges that the legal status of AI-generated content under intellectual property law is evolving and that Tuplex makes no representation that Output is or will be protectable under copyright or other intellectual property law.
6.4. License to Tuplex. Customer grants Tuplex a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Content solely for the purpose of providing and improving the Service, maintaining security, and complying with applicable law.
6.5. Feedback. If Customer provides Tuplex with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Tuplex may freely use and incorporate such Feedback without obligation to Customer.
7. Fees and Payment
7.1. Fees. Customer shall pay all fees specified in the applicable Order ("Fees"). All Fees are stated in EUR and USD and are exclusive of applicable taxes unless otherwise specified.
7.2. Subscription Fees. For subscription-based plans, Fees are billed [monthly/annually] in advance. Payment obligations are non-cancellable for the duration of the applicable Subscription Term.
7.3. Usage-Based Fees. For usage-based features (including AI processing credits), Customer shall be charged based on actual consumption as measured by Tuplex's systems. Usage metrics and applicable rates are specified in the Order or on the pricing page. Tuplex's usage records are the definitive source for billing calculations.
7.4. Credits. Prepaid credits, if applicable, expire 12 months after purchase. Unused credits are non-refundable and non-transferable. Credits have no monetary value and cannot be exchanged for cash.
7.5. Taxes. All Fees are exclusive of taxes. Customer is responsible for all applicable taxes, including VAT, sales tax, GST, and other indirect taxes, except for taxes based on Tuplex's net income. Tuplex will collect and remit taxes where required by law.
7.6. Late Payment. If Customer fails to pay any Fees when due, Tuplex may (a) charge interest on overdue amounts at the rate of 1% per month (or the maximum rate permitted by law, if lower) and (b) suspend Customer's access to the Service after providing 7 days' written notice. Suspension does not relieve Customer of its payment obligations.
7.7. Price Changes. Tuplex may modify its Fees upon at least 30 days' prior written notice. Revised Fees will apply at the start of the next Subscription Term. Customer may choose not to renew if it does not agree with revised Fees.
8. Confidentiality
8.1. Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technology, data, pricing, and Customer Content.
8.2. Obligations. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for the purpose of exercising its rights or fulfilling its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose Confidential Information to any third party except to its employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as those in this Section.
8.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) is received from a third party without restriction.
8.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or legal process, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice and cooperates with efforts to seek protective treatment of such information.
9. Data Protection
9.1. Each party shall comply with its obligations under applicable data protection laws, including Regulation (EU) 2016/679 ("GDPR"), the Belgian Data Protection Act of 30 July 2018, and, where applicable, the California Consumer Privacy Act (as amended by the CPRA) and other international data protection legislation.
9.2. Tuplex processes personal data as described in its Privacy Policy.
9.3. To the extent that Tuplex processes personal data on behalf of Customer in the course of providing the Service, the parties agree that Customer is the data controller and Tuplex is the data processor. Such processing shall be governed by the Data Processing Agreement, which is incorporated by reference into these Terms.
9.4. Tuplex maintains an up-to-date list of sub-processors. Tuplex will notify Customer of any intended changes to its sub-processors in accordance with the Data Processing Agreement.
10. Term and Termination
10.1. Subscription Term. These Terms commence on the Effective Date and continue for the initial subscription period specified in the Order (the "Initial Term"). Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the subscription will automatically renew for successive periods of the same duration ("Renewal Terms"). The Initial Term and any Renewal Terms are collectively the "Subscription Term".
10.2. Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party:
- (a) materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice; or
- (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course.
10.3. Termination for Convenience. Customer may terminate these Terms at any time by cancelling its subscription through the Account settings or by providing written notice to Tuplex. Termination for convenience takes effect at the end of the then-current billing period.
10.4. Effect of Termination. Upon termination or expiration:
- (a) Customer's right to access and use the Service immediately ceases;
- (b) each party shall return or destroy the other party's Confidential Information;
- (c) Tuplex will make Customer Content available for export in a machine-readable format for a period of 30 days, after which Tuplex may delete Customer Content in accordance with applicable law;
- (d) outstanding Fees for the remainder of any committed Subscription Term remain due and payable;
- (e) Sections 6, 7 (for accrued obligations), 8, 11, 12, 13, and 14 survive termination.
10.5. Data Portability. In accordance with the EU Data Act (Regulation (EU) 2023/2854), Customer may request export of its data in a structured, commonly used, and machine-readable format. Tuplex shall support the transition for a period of 30 days following termination and shall not impose switching charges beyond effectively performed services at market rates.
11. Warranties and Disclaimers
11.1. Tuplex Warranties. Tuplex warrants that:
- (a) the Service will perform materially in accordance with the Documentation during the Subscription Term;
- (b) Tuplex will provide the Service using commercially reasonable skill and care;
- (c) Tuplex has the right to grant the licenses set forth in these Terms;
- (d) Tuplex will comply with applicable laws in providing the Service.
11.2. Warranty Remedy. If the Service fails to conform to the warranty in Section 11.1(a), Customer's sole remedy is for Tuplex to use commercially reasonable efforts to correct the non-conformance. If Tuplex is unable to correct the non-conformance within a reasonable time, Customer may terminate the affected Order and receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.
11.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TUPLEX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11.4. AI Disclaimer. WITHOUT LIMITING THE FOREGOING, TUPLEX DOES NOT WARRANT THAT OUTPUTS GENERATED BY AI FEATURES WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF AI-GENERATED OUTPUTS.
11.5. Third-Party Services. Tuplex is not responsible for any third-party services, integrations, or AI models accessed through the Service. Use of third-party services is subject to the applicable third-party terms.
12. Limitation of Liability
12.1. Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO TUPLEX IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR [•] EUR, WHICHEVER IS GREATER.
12.3. Carve-Outs. The limitations in Sections 12.1 and 12.2 shall not apply to:
- (a) liability arising from a party's gross negligence or wilful misconduct;
- (b) liability arising from a party's breach of its confidentiality obligations under Section 8;
- (c) Customer's payment obligations under Section 7;
- (d) either party's indemnification obligations under Section 13;
- (e) Tuplex's liability for failure to perform the essential obligations that form the core of the Service (except in cases of force majeure);
- (f) liability that cannot be limited or excluded under applicable law, including under Belgian law.
12.4. Essential Basis. The limitations and exclusions in this Section 12 reflect the allocation of risk between the parties, are an essential element of the basis of the bargain, and shall apply regardless of the failure of essential purpose of any limited remedy.
13. Indemnification
13.1. Tuplex Indemnification. Tuplex shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that the Service (excluding Customer Content and third-party components) infringes any third-party Intellectual Property Right ("IP Claim").
13.2. Exclusions. Tuplex's indemnification obligation does not apply to the extent an IP Claim arises from: (a) Customer's modification of the Service or Outputs; (b) Customer's combination of the Service with non-Tuplex products or services; (c) Customer's use of the Service in violation of these Terms; (d) Customer Content; or (e) use of a non-current version of the Service where a current version would have avoided the claim.
13.3. Remediation. If the Service becomes (or in Tuplex's opinion is likely to become) the subject of an IP Claim, Tuplex may, at its option and expense: (a) obtain the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order and refund any prepaid Fees for the unused portion of the Subscription Term.
13.4. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Tuplex and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Content; (b) Customer's use of the Service in violation of these Terms or applicable law; or (c) Customer's violation of any third-party rights.
13.5. Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not agree to any settlement that imposes obligations on the indemnified party without its prior written consent.
14. Dispute Resolution and Governing Law
14.1. Governing Law. These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
14.2. Jurisdiction. Subject to Section 14.3, any dispute arising out of or in connection with these Terms that cannot be resolved amicably within 30 days shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.
14.3. EU Consumer Dispute Resolution. If you are a consumer residing in the European Economic Area (EEA), you may also raise a dispute through the European Commission's Online Dispute Resolution (ODR) Platform at https://ec.europa.eu/consumers/odr. This does not affect your right to bring proceedings before the courts of your country of residence under applicable mandatory consumer protection laws.
15. EU Consumer Rights
This Section 15 applies only to individuals who qualify as consumers under EU law and reside in the EEA.
15.1. Right of Withdrawal. You have the right to withdraw from these Terms within 14 days of acceptance without giving any reason. To exercise your right of withdrawal, you must inform us by a clear statement (e.g., by email to legal@tuplex.ai) of your decision. You may use the Model Withdrawal Form attached as Annex A, but it is not obligatory.
15.2. Refund upon Withdrawal. If you withdraw within the 14-day period, we will reimburse you for any subscription Fees paid, prorated from the date of withdrawal to the end of the billing period. The reimbursement will be made using the same payment method used for the initial transaction, within 14 days of receiving your withdrawal notice.
15.3. Consent to Immediate Performance. By using the Service before the expiry of the withdrawal period, you expressly consent to the immediate performance of the Service and acknowledge that you will lose your right of withdrawal once the Service has been fully performed during the withdrawal period.
15.4. Consumer Guarantee. Under applicable EEA consumer law, you benefit from a legal guarantee of conformity covering the Service. If the Service does not conform to these Terms, you are entitled to have the Service brought into conformity, to a proportionate reduction in Fees, or to terminate the contract, as provided under Directive (EU) 2019/770.
16. General Provisions
16.1. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labour disputes, failures of third-party AI model providers, internet or telecommunications failures, and cyberattacks. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.
16.2. Assignment. Customer may not assign or transfer these Terms without Tuplex's prior written consent. Tuplex may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
16.3. Notices. All notices under these Terms shall be in writing and sent to the addresses specified in the Order or Account settings. Notices are effective upon receipt. Tuplex may also provide notices through the Service or by email to the Account administrator.
16.4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original commercial intent.
16.5. Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of such right or remedy. A waiver must be in writing and signed by the waiving party.
16.6. Entire Agreement. These Terms, together with the Order, DPA, AUP, Privacy Policy, Cookie Policy, and SLA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and representations.
16.7. Amendments. Tuplex may update these Terms from time to time. We will provide at least 30 days' prior notice of material changes by email or through the Service. Continued use of the Service after the effective date of changes constitutes acceptance. If Customer does not agree to the updated Terms, Customer may terminate the subscription in accordance with Section 10.3.
16.8. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16.9. Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
16.10. Language. These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail (except where prohibited by applicable law).
Annex A: Model Withdrawal Form
To be used only by EEA consumers exercising their right of withdrawal under Section 15.1.
To: Terran Labs BV, Email: legal@tuplex.ai
I hereby give notice that I withdraw from the contract for the provision of the Tuplex service.
- Order date: _______________
- Customer name: _______________
- Customer address: _______________
- Customer email: _______________
- Date: _______________
- Signature (if sent by post): _______________
Contact
For questions about these Terms, contact us at:
Terran Labs BV
Email: legal@tuplex.ai