SumaqX Terms and Conditions

1. Who we are

SumaqX is a digital platform operated by Noverra B.V., a private limited company incorporated under the laws of the Netherlands on 23 April 2026.

In these Terms, "SumaqX", "we", "us" and "our" refer to Noverra B.V. "User", "you" and "your" refer to the person or entity using the Service.

2. What SumaqX is — and what it is not

2.1 The Service

SumaqX is an AI-assisted Dutch startup visa readiness platform. It helps foreign founders evaluate whether their startup idea and profile may be a candidate for the Dutch "Start-up" residence permit administered by RVO (Netherlands Enterprise Agency) and IND (Immigration and Naturalisation Service).

The Service includes:

• AI Advisor (chat-based readiness guidance)
• Readiness Score and Roadmap
• Document checklist and secure upload workspace
• Directory of accredited Facilitators, Mentors, and Investors
• Booking, messaging, and event features
• Optional Google Calendar connection for availability checks and booking/session synchronisation
• Paid subscription plans

2.2 What SumaqX is not

This is critical. You must read this section before subscribing.

• We are not a law firm. SumaqX does not provide legal advice.
• We are not an immigration consultancy. SumaqX does not represent you before IND or RVO.
• We are not an accredited RVO Facilitator. The Dutch Startup Visa requires a recognised Facilitator — SumaqX helps you find and prepare to work with one, but we are not one.
• We are not a visa guarantee. No outcome from any government agency is promised, implied, or controllable by us.
• We do not evaluate applications on behalf of any government. The Readiness Score is an informational tool produced by a language model; it has no official status.
• We are not a financial advisor or investment intermediary. Introductions to investors do not constitute investment advice or a solicitation.

Any content, score, roadmap, or recommendation produced by SumaqX or its AI Advisor is informational only and must not be relied on as a substitute for qualified legal, immigration, tax, or financial advice.

3. Eligibility

To use the Service you must:

• Have the legal capacity to enter into a binding contract in your jurisdiction.
• Provide accurate, current, and complete information during registration and onboarding.
• Not be subject to EU, Dutch, UN, US, or UK sanctions that prohibit us from providing the Service to you.
• Not be using the Service on behalf of a sanctioned person or entity.

We may refuse, suspend, or terminate an account at our discretion where eligibility cannot be confirmed.

4. Account registration, roles, and responsibility

4.1 Roles

SumaqX supports five user roles. The features, obligations, and pricing differ per role:

• Founder — individual exploring or preparing a Dutch Startup Visa application.
• Facilitator — organisation or individual accredited (or seeking accreditation) as an RVO Facilitator.
• Mentor — domain expert who offers coaching, review, and session bookings.
• Investor — capital provider who may review startup dealflow via the platform.
• Admin — Noverra B.V. staff. Not available to external users.

4.2 Account security

You are responsible for:

• Keeping your credentials (password, Google OAuth session, recovery methods) confidential.
• All activity under your account.
• Notifying us immediately at [email protected] if you suspect unauthorised access.

One account per natural person. Sharing accounts between people is prohibited.

4.3 Accuracy of information

Founders in particular must provide truthful information about their identity, nationality, residence, startup, documents, and funds. Providing false information in connection with an immigration-related tool may have consequences under Dutch or your national law, independent of these Terms. SumaqX may remove or flag content that appears falsified.

5. Plans, pricing, and billing

5.1 Current plans

All prices are in Euro (EUR) and, where applicable, exclusive of VAT (BTW). VAT will be added at the rate required by Dutch and EU VAT rules based on your status (consumer vs business) and country of supply.

Prices and features may change. We will give reasonable advance notice (at least 30 days) for changes that affect recurring plans. If you do not accept a price change, you may cancel before the change takes effect.

5.2 Subscriptions and renewal

• Monthly plans renew automatically each month until cancelled.
• Cancellation stops the next renewal; you retain access to paid features until the end of the current paid period.

5.3 Payment processor

Payments are processed by Stripe Payments Europe, Ltd. We do not store your full card number. Use of the Service implies acceptance of Stripe's end-user terms.

5.4 Invoicing and taxes

Invoices are issued by Noverra B.V. and made available in your dashboard. You are responsible for ensuring the billing information (name, address, VAT number where applicable) is correct. Reverse-charge VAT applies to eligible B2B customers established in another EU Member State.

5.5 Right of withdrawal (EU consumers only)

If you are a consumer (natural person acting outside trade, business, craft, or profession) in the EU, you have a 14-day right of withdrawal from the date the subscription is concluded.

Important: When you subscribe, you will be asked to expressly request that the Service begin immediately and to acknowledge that you lose the right of withdrawal once the Service has been fully performed — consistent with Article 16(a) of Directive 2011/83/EU as implemented in the Dutch Civil Code (Book 6 Title 5 Section 2B).

If you withdraw within 14 days and the Service has only been partially performed, you will pay a proportionate amount for what has been used.

To exercise the right of withdrawal, email [email protected] with your account details and the statement: "I withdraw from my SumaqX subscription."

5.6 Refunds

Except where required by mandatory EU/Dutch consumer law (see § 5.5), fees already paid are non-refundable. At our discretion, we may offer credit or pro-rated refunds for service outages, billing errors, or clearly documented duplicate charges.

5.7 Late payment

If a payment fails, we may retry, pause paid features, and after reasonable notice, suspend or terminate the account. Outstanding amounts remain owed and may be collected in accordance with Dutch law.

6. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose, including but not limited to: visa fraud, identity fraud, money laundering, sanctions evasion, or misrepresentation to a public authority.
• Upload documents that are not yours or that you do not have the right to share (e.g. another person's passport, forged business plan, falsified bank statement).
• Upload malware, viruses, or exploit code, or attempt to bypass rate limits, authentication, or RLS protections.
• Scrape, extract, or reverse-engineer the platform, its data, or its AI Advisor outputs at scale.
• Use the AI Advisor or other users' content to train a competing model.
• Harass, threaten, or defame other users (including Facilitators, Mentors, Investors, and Admins).
• Post, upload, or distribute content that is illegal in the Netherlands, including CSAM, terrorism-related content, or content inciting violence or discrimination.
• Impersonate another person or misrepresent your affiliation with any company, investor, facilitator, or government agency.
• Use SumaqX to offer regulated immigration, legal, tax, or financial advice unless you are lawfully permitted to do so.
• Connect a Google Calendar (or other calendar account) that you do not own or are not authorised to use.

We may remove content and suspend accounts that breach this section, with or without prior notice depending on severity.

7. AI Advisor — specific terms

7.1 What it is

The AI Advisor is a generative AI chat interface backed by third-party large language models (e.g. Anthropic, OpenAI). It produces informational guidance based on your inputs and on SumaqX's system prompts, rules, and curated examples of Dutch startup visa cases.

7.2 Limitations you accept

By using the AI Advisor you acknowledge that:

• AI models can be incorrect, outdated, or hallucinate.
• Outputs are not legal advice and must not replace a qualified RVO Facilitator, immigration lawyer, or IND-specific guidance.
• Dutch visa rules, RVO criteria, IND policy, and fees change over time and may not be reflected in AI responses.
• The AI may generate content that sounds confident but is wrong. You must verify any fact that matters for a legal, immigration, financial, or medical decision.
• Do not paste passport numbers, full financial statements, or other sensitive identifiers into the chat. If you do so, SumaqX is not responsible for onward handling by the model provider beyond what the provider guarantees under our data processing agreement.

7.3 No automated decisions with legal effect

No decision with a legal or similarly significant effect on you is made solely by the AI Advisor (GDPR Art. 22). A human Admin or qualified professional is always the point of escalation for disputes, evaluations, or visa outcomes.

7.4 Ownership of outputs

You own the inputs you provide. You receive a personal, non-transferable licence to use outputs for your own lawful purposes. We may retain prompts and outputs for abuse detection, safety, and product improvement as described in the Privacy Policy.

7.5 Prohibited AI uses

You may not use AI Advisor outputs to:

• Produce a visa application represented as hand-written by a legal advisor.
• Impersonate RVO / IND / a Facilitator.
• Train a competing model.
• Generate content prohibited by § 6.

8. Facilitators, Mentors, Investors — the marketplace

SumaqX helps you discover and connect with third-party Facilitators, Mentors, and Investors. SumaqX is a platform, not a party to the services those third parties provide.

8.1 Independent relationship

Any service agreement, engagement letter, mentoring contract, NDA, or investment between you and another user is between you and them. SumaqX:

• Does not guarantee availability, quality, accreditation status, or outcomes of any third party.
• Is not a party to those agreements.
• Does not act as agent, broker, solicitor, or investment adviser.

8.2 Verification of Facilitators

We take reasonable steps to verify that Facilitators listed as "accredited" appear on the RVO list at the time of onboarding, but we do not continuously monitor accreditation. You must independently confirm a Facilitator's current accreditation on the official RVO register before engaging them for a visa application.

8.3 Introductions to Investors

Investor introductions are informational. They are not:

• Investment advice.
• A solicitation of securities.
• A recommendation to invest or accept investment.

Investors and founders are responsible for their own due diligence, KYC/AML, and compliance with securities and financial-supervision laws.

8.4 Payments between users

Any commercial terms between users (Mentor fees, Facilitator engagement fees, investment commitments) are negotiated and settled directly between those users. SumaqX is not an escrow, not a payment aggregator for those flows, and takes no commission unless a separate written agreement applies.

8.5 Conduct

All users must act professionally. Harassment, misrepresentation, or off-platform solicitation in violation of these Terms can lead to account termination.

9. Content, IP, and licences

9.1 Your content

"Your Content" means data, documents, messages, profile information, and other material you upload or generate via the Service.

You retain all rights to Your Content. You grant SumaqX a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and process Your Content solely to operate, secure, and improve the Service for you. The licence ends when the content is deleted, except where we must retain it for the periods set out in the Privacy Policy (legal obligations, dispute resolution).

9.2 Confidential documents

Business plans, financial documents, and passport copies uploaded to the document workspace are not shared with Mentors, Investors, or other Facilitators unless you explicitly choose to share them via the in-product share function.

9.3 Our IP

SumaqX, the Noverra B.V. name, logos, design system, AI system prompts, curated visa-case library, code, and content (excluding Your Content and third-party content) are owned by Noverra B.V. or licensed to it. You receive a limited, revocable, non-exclusive licence to use the Service as permitted by these Terms. You may not copy, redistribute, sublicense, or reverse-engineer any part of the Service.

9.4 Feedback

If you send us ideas, suggestions, or feedback about the Service, we may use them without obligation to you.

9.5 DMCA / IP takedown

Send IP infringement notices to [email protected] with the information required under Dutch and EU copyright law (identification of the work, the allegedly infringing material, your contact details, and a good-faith statement).

10. Privacy and data protection

We process personal data as controller under the EU General Data Protection Regulation (GDPR) and Dutch implementing law. See the separate Privacy Policy for full details on data categories, purposes, legal bases, retention, sub-processors, international transfers, Google Calendar / Google user data (including Limited Use), and your rights.

By agreeing to these Terms you confirm you have read the Privacy Policy.

11. Google Calendar

11.1 Optional connection

Connecting Google Calendar is optional. SumaqX may offer the connection so mentors and founders can use the Calendar features visible in the product: availability checks, booking/session synchronisation, event creation/update/cancellation, and Google Meet details where applicable. Connecting Google Calendar is not required to create a SumaqX account or to use core readiness features.

11.2 Authorisation

You may connect only calendars that you own or that you are authorised to use. You are responsible for complying with Google’s terms and with any organisation policies that apply to the calendar account.

11.3 Convenience feature; no sync guarantee

Calendar synchronisation is a convenience feature. Google Calendar remains the source you should verify for the definitive event state. SumaqX does not guarantee that Google Calendar synchronisation is continuous, complete, or error-free. If a booking status in SumaqX and an event in Google Calendar differ, check Google Calendar and contact support if needed.

11.4 Create, update, and cancel

When Calendar is connected, SumaqX may create, update, and cancel Google Calendar events only as needed for bookings and sessions on the Service (for example confirmed mentoring sessions, reschedules, and cancellations). SumaqX’s policy and product use of Calendar access are limited to those booking/session purposes.

11.5 Revoking access

You can disconnect Google Calendar in SumaqX (product settings / calendar flows) or revoke access at any time through your Google Account permissions. Revoking access stops future calendar sync; it does not cancel existing SumaqX bookings unless you cancel those bookings separately. Further detail on Google user data is in the Privacy Policy (Section 6).

12. Availability, changes, and maintenance

We aim for high availability but do not provide an SLA at MVP. The Service is provided on an "as is" and "as available" basis. We may:

• Update, change, or discontinue features.
• Perform maintenance that causes brief downtime.
• Impose rate limits on AI Advisor usage to preserve stability and manage costs.

For paid plans, we will make reasonable efforts to give advance notice of material feature removals that degrade the value of the plan and, where appropriate, offer a pro-rated credit.

13. Suspension and termination

13.1 By you

You may close your account at any time from Settings. Cancellation of a paid plan stops future charges; access continues until the end of the paid period. See the Privacy Policy for data retention after deletion.

13.2 By us

We may suspend or terminate your account with or without notice if you:

• Breach these Terms (especially § 6 and § 7.5).
• Fail to pay amounts due.
• Use the Service in a way that harms us, other users, or third parties.
• Submit information we reasonably believe is fraudulent or misleading in a visa-related context.

We will give reasonable notice where circumstances allow. Serious breaches (fraud, illegal content, security attack) may lead to immediate termination.

13.3 Effect of termination

Termination ends your licence to use the Service. Sections that by their nature should survive termination do survive — including § 2.2 (not a law firm), § 5.6 (refunds), § 7 (AI), § 9 (IP), § 10 (privacy), § 11 (Google Calendar), § 14 (disclaimers), § 15 (liability), § 16 (indemnity), § 17 (dispute resolution).

14. Disclaimers

To the maximum extent permitted by law, and without affecting your mandatory rights as a consumer under Dutch or EU law:

• The Service, including the AI Advisor, Readiness Score, Roadmap, and Facilitator / Mentor / Investor introductions, is provided "as is" and "as available".
• We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement, to the extent that disclaimer is permitted.
• We do not warrant that the Service will be error-free, uninterrupted, secure against every threat, or that AI outputs will be accurate or complete.
• We make no representation about visa outcomes. RVO and IND decisions are made by Dutch authorities under Dutch law and are outside our control.
• We do not endorse any Facilitator, Mentor, or Investor listed on the platform beyond any accreditation or verification status we specifically flag.
• We do not warrant that Google Calendar synchronisation will be continuous, complete, or free of delay; you should verify important session times in Google Calendar.

15. Limitation of liability

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Gross negligence or wilful misconduct.
• Any liability that cannot be limited under Dutch law or mandatory EU consumer law (including Book 6 of the Dutch Civil Code where applicable).

15.1 Caps (subject to § 15 intro)

Subject to the paragraph above, our total aggregate liability to you for any claim arising out of or related to the Service in any 12-month period is limited to the greater of:

• the fees you paid to us for the Service in the 12 months preceding the event giving rise to the claim; or
• €100.

15.2 Excluded losses

We are not liable for indirect, incidental, consequential, special, or punitive damages, including:

• Loss of profits, revenue, or business opportunity.
• Loss of goodwill or reputation.
• Visa rejection, delay, or any immigration outcome.
• Decisions made by Facilitators, Mentors, Investors, or government agencies based on content on the platform.
• Acts or omissions of third parties to whom we introduced you.
• Loss of data caused by your own failure to maintain copies.
• Calendar sync failures, missed or duplicate calendar events, or conflicts arising from Google Calendar or your calendar settings.

Your use of the AI Advisor for any regulated decision is entirely at your own risk. See § 7.

16. Indemnity

You agree to indemnify and hold harmless Noverra B.V., its directors, employees, contractors, and sub-processors from and against any claim, loss, or expense (including reasonable legal fees) arising out of:

• Your breach of these Terms.
• Your breach of applicable law (including immigration, tax, or sanctions law).
• Your Content, including documents you uploaded without authorisation.
• Your interactions with other users, including Facilitators, Mentors, and Investors.
• Your connection or use of a calendar account you are not authorised to use.

This clause does not apply to the extent the claim arises from our own breach, negligence, or wilful misconduct.

17. Governing law and jurisdiction

• These Terms and any non-contractual obligations are governed by the laws of the Netherlands, excluding conflict-of-law rules.
• The competent Dutch court in Eindhoven / Oost-Brabant (or, where mandatory, the court of your domicile if you are an EU consumer) has exclusive jurisdiction over any dispute.
• EU consumers retain the right to bring proceedings in their country of residence and to benefit from the mandatory consumer-protection rules of that country.
• The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

17.1 Complaints and online dispute resolution

You may send complaints to [email protected]. EU consumers may also access the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. We are not obliged to use, and currently do not submit to, a specific alternative dispute resolution body.

18. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified by email and in-product notice at least 30 days in advance where they affect recurring users. Continued use after the effective date means you accept the changes. If you do not accept, you must stop using the Service and cancel any paid plan.

19. Miscellaneous

• Entire agreement: These Terms, the Privacy Policy, and any plan-specific written agreement form the entire agreement between you and Noverra B.V. regarding the Service.
• Severability: If any clause is held unenforceable, the remainder stays in effect and we will replace the clause with an enforceable one that reflects the original intent as closely as possible.
• No waiver: Our failure to enforce a provision is not a waiver.
• Assignment: You may not assign these Terms without our written consent. We may assign to a successor (e.g. in a merger, reorganisation, or acquisition) upon notice.
• Force majeure: Neither party is liable for delay or failure caused by events beyond reasonable control (natural disasters, strikes, internet outages, cyber-attacks against third-party infrastructure, government action).
• No agency: These Terms do not create an agency, partnership, joint venture, employment, or franchise relationship.
• Notices: Legal notices to us must be sent to [email protected] and to the registered address above. We send notices to the email registered on your account.
• Language: These Terms are drafted in English. A Dutch translation may be provided for convenience; in case of conflict the English version prevails, except where Dutch consumer law requires a Dutch version.

20. Contact