AYVES Terms of Service

Draft v1.0 — for AYVES BV review and adoption. Version: 1.0 · Last updated: 24 August 2026

Working draft prepared by the company for its own review and adoption. Not reviewed by external counsel. Placeholders in [square brackets] mark facts to confirm before adoption. These Terms are written for business/professional customers only; AYVES is not offered to consumers.

These Terms of Service (the "Terms") govern access to and use of the AYVES platform (the "Service") provided by AYVES BV ("AYVES", "we", "us"), a private limited company established in Eindhoven, Netherlands (KvK [AYVES BV KvK registration number]). By accepting these Terms, or by accessing or using the Service, the organisation you represent (the "Customer", "you") agrees to be bound by them. If you are accepting on behalf of an organisation, you confirm you are authorised to bind it.

1. What the Service is — and is expressly not

1.1 What AYVES is. AYVES is a research platform. It reads publicly filed corporate disclosures — principally public Country-by-Country Reports (CbCR) — and, through versioned and documented methodologies, produces an evidence-grade record of companies' tax-risk. Every figure presented is cited to its source document. Every rating is a deterministic arithmetic function of the published figures, reproducible from a published methodology.

1.2 What AYVES is not. The Service is a reading of public disclosures. It is not, and must not be relied upon as:

tax advice, an opinion on any entity's tax position, or a determination of any tax liability, safe-harbour eligibility, or compliance with any tax law;
investment advice, a recommendation, or an inducement to buy, sell or hold any security;
legal advice or a determination that any company or person has acted unlawfully or improperly; or
an allegation of tax evasion, tax avoidance, or wrongdoing of any kind.

1.3 Screening tool, not a verdict. AYVES surfaces where a company's own reported figures are atypical relative to the rest of that company's own filing. A rating is a prompt for a qualified professional to look closer, using neutral, hedged language. It is not a conclusion. Section 9 (Disclaimers) and Section 10 (Liability) qualify all output accordingly.

1.4 Methodology and known limitations. The methodology, including its indicators, thresholds and explicitly disclosed limitations (for example, that a company routing profit uniformly through low-tax jurisdictions may show no within-company signal), governs how output is produced. You agree to read AYVES output in light of those stated limitations.

2. Eligibility and accounts

2.1 Professional users only. The Service is offered to organisations and their professional users (for example, stewardship, responsible-investment and analysis teams at asset owners and asset managers). It is not intended for, and must not be used by, consumers.

2.2 Access at launch is by invitation. During the current phase, access is granted on an invitation / allow-listed basis and provisioned by us. We may decline, suspend or withdraw access at our discretion, acting reasonably.

2.3 Authentication. Accounts use magic-link sign-in. You are responsible for the security of the email account associated with your access and for all activity under your users' accounts. Notify us promptly of any suspected unauthorised use.

2.4 Colleagues and teams. Where you invite colleagues, you are responsible for their compliance with these Terms and for the lawful basis on which you provide us their business contact details.

3. Commercial terms, tiers and payment

3.1 Current model — invitation and manual invoicing. At launch, paid access is arranged by written order and billed by manual invoice to institutional customers. The commercial particulars (scope of access, users, fees, billing period, payment terms) are set out in an order form, order email, or written agreement between you and us (an "Order"). Where an Order and these Terms conflict, the Order prevails for the matters it covers.

3.2 Tiers. The platform provides a free tier offering genuine core research capability and a paid tier layering additional features. We may also make available:

an honour-system / bring-your-own-key (BYOK) arrangement, under which you supply your own third-party AI provider credentials; and
self-service paid plans and prepaid usage ("wallet") mechanisms.

The tiers, features and prices in effect for you are those stated in your Order or in the Service at the time. We do not promise that any tier, feature set or price is permanent, and free-tier scope and paid pricing may change on reasonable notice.

3.3 Payment. Where fees apply, they are payable per the Order or, for self-service plans, through our payment processor. Fees are exclusive of VAT and other applicable taxes, which you are responsible for where due. Late payment may lead to suspension after reasonable notice.

3.4 No promise of eternal free access. Nothing in the Service or these Terms is a promise of permanently free or permanently priced access.

4. Acceptable use

4.1 You agree not to, and not to permit any user to:

(a) use the Service other than for your own internal professional research and stewardship purposes;
(b) resell, redistribute, sublicense, or make the Service or its output available to third parties as a substitute for their own access, except for the ordinary internal and stewardship uses described in Section 6.3;
(c) scrape, harvest, or bulk-extract the Service or its underlying data other than through features we provide (for example, export functions and any documented API);
(d) attempt to derive our methodology's non-public parameters, reverse engineer the Service, or circumvent rate limits, the anonymous-tier controls, or security measures;
(e) upload malware, or content you have no right to upload;
(f) use the Service to harass, defame, or unlawfully process personal data about any individual;
(g) misrepresent AYVES output — for example, presenting a rating as an allegation of wrongdoing, or stripping a rating of its citations, hedged rationale, methodology version, or disclaimers; or
(h) use the Service in breach of applicable law, including sanctions, data-protection and market-abuse law.

4.2 Output-handling conditions. Because AYVES output concerns named companies, you agree that when you reproduce or circulate AYVES output outside your organisation you will keep it in its hedged form and retain its citations, methodology version and disclaimer. You will not present AYVES output as an assertion that a company has evaded or avoided tax or acted unlawfully.

4.3 We may throttle, suspend or terminate access that breaches this Section, immediately where necessary to protect the Service, others, or ourselves, and otherwise on reasonable notice.

5. The upload feature (customer-supplied filings)

5.1 What it is. You may upload a public filing PDF (for example, a public CbCR) for analysis.

5.2 Your warranties on upload. By uploading a document you represent and warrant that:

(a) the document is a public corporate disclosure (or one you are otherwise lawfully entitled to submit for processing);
(b) you have the right to upload it and to have us process it as described;
(c) it does not contain confidential CbCR data filed only with a tax authority, third-party confidential information you are not entitled to share, or content that infringes any right; and
(d) it does not knowingly contain malware or manipulated content designed to corrupt extraction.

5.3 Operator review before the shared record changes. Where an upload concerns a company already in the shared research record, your uploaded document and any resulting extraction are reviewed by our operators before they are allowed to join or alter the shared record. Until then, the analysis is treated as your own account-scoped work. This protects the integrity of the shared record for all customers.

5.4 Extraction is AI-assisted and human-gated. Figures are extracted with AI assistance, cross-validated against the source text, and confirmed by a human in an editable review table before analysis runs. You are responsible for reviewing and confirming the extracted figures for uploads you drive.

5.5 What we do with uploaded bytes. The raw PDF bytes are processed transiently and are not retained after extraction; only extracted text and structured data are stored, per our Privacy Notice. Only extracted text (never the raw bytes) is sent to our AI providers.

6. Intellectual property and licences

6.1 Our IP. The Service, the software, the methodology documents, the design system, the ratings engine, and all related intellectual property are and remain owned by AYVES or its licensors. Except for the rights expressly granted, no licence is given.

6.2 Licence to you. Subject to these Terms and payment of any applicable fees, we grant you a non-exclusive, non-transferable, revocable right, during your access term, to access and use the Service and its output for your internal professional research and stewardship purposes.

6.3 Use of output in stewardship. You may use AYVES output internally and in your ordinary stewardship and reporting activities (for example, in engagement with an issuer, in reporting to your own clients or board, or to a regulator), provided you comply with Section 4.2 (hedged form, citations, methodology version, disclaimer retained).

6.4 Your content. You retain rights in the documents you upload and the content you create (portfolios, notes, engagement records). You grant us a licence to host and process that content to provide the Service, and — for uploads that pass operator review under Section 5.3 — to incorporate extracted, cited data derived from public filings into the shared research record. We do not claim ownership of your uploaded public documents.

6.5 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation.

7. Data protection

7.1 The processing of personal data in connection with the Service is described in our Privacy Notice.

7.2 Where we process personal data on your behalf and on your instructions (your account and the content you create), we act as your processor, and the Data Processing Agreement ("DPA") applies and forms part of these Terms. Where we determine the purposes and means — in particular for the company-research database built from public sources — we act as an independent controller, as the DPA and Privacy Notice explain.

7.3 You are responsible for ensuring you have a lawful basis for any personal data you provide to us (for example, your colleagues' contact details) and for your own use of AYVES output.

8. Availability, support and change

8.1 Pre-release posture — honest statement. The Service is at an early (pre-BETA) stage. It is provided "as is" and "as available." We do not offer a service-level agreement, an uptime commitment, or a guaranteed support-response time at this stage. We aim to keep the Service available and to respond to support and corrections requests promptly, but these are goals, not contractual commitments.

8.2 Corrections process. We operate a corrections process for the company-research record, with identity verification and a target (not guaranteed) response of 10 business days, as described in the Privacy Notice, Section 9.3. An issuer or an individual named in the record may use it.

8.3 Support. Support is provided on a reasonable-efforts basis through [support contact / channel].

8.4 Changes to the Service. We develop the Service continuously and may add, change or remove features. We will not materially reduce the core capability of a tier you are paying for during a paid period without reasonable notice or a pro-rata remedy.

8.5 Changes to these Terms. We may update these Terms. For material changes affecting paying customers, we will give reasonable notice. Continued use after the effective date constitutes acceptance; if you do not accept, your remedy is to stop using the Service and, for a paid period, to receive a pro-rata refund of pre-paid unused fees.

9. Disclaimers and warranties

9.1 Nature of the output. You acknowledge and agree that:

(a) AYVES output is a reading of public disclosures and is not tax, legal or investment advice, and not an allegation of wrongdoing (Section 1);
(b) the underlying public filings may themselves contain errors, and extraction — although AI-assisted, cross-validated and human-gated — may not be perfect;
(c) the methodology has explicitly disclosed limitations, and a "CLEAN" or absent signal is not an assurance that a company's tax affairs are correct or complete; and
(d) you remain responsible for your own analysis, decisions and any use you make of the output, and for obtaining your own professional advice.

9.2 Warranty disclaimer. To the fullest extent permitted by law, and without prejudice to any non-excludable rights you have, the Service and its output are provided without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that any output is accurate, complete or fit for any particular decision.

10. Limitation of liability

10.1 Nothing excluded that cannot be. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law (including, where applicable, under mandatory Dutch law).

10.2 No indirect loss. Subject to 10.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or loss or corruption of data, arising out of or in connection with the Service, whether in contract, tort (including negligence) or otherwise.

10.3 Reliance loss. Subject to 10.1, and reflecting that the Service is a screening aid and not advice, we are not liable for any loss arising from your reliance on AYVES output as if it were tax, legal or investment advice, or as an allegation of wrongdoing.

10.4 Liability cap. Subject to 10.1, our total aggregate liability arising out of or in connection with the Service and these Terms, in any twelve-month period, is limited to the greater of (a) the total fees you paid to us for the Service in that twelve-month period, and (b) €[cap amount, e.g. 5,000]. For free-tier or BYOK use where no fees are paid, our aggregate liability is limited to €[free-tier cap, e.g. 500].

10.5 Basis of the bargain. You acknowledge that the fees (or their absence) reflect this allocation of risk, and that these limitations are reasonable given the nature of the Service as a non-advisory research aid.

11. Indemnity

11.1 You will indemnify us against third-party claims and resulting losses to the extent arising from (a) your breach of Section 4 (Acceptable use) or Section 5 (Uploads), (b) your misrepresentation of AYVES output as an allegation of wrongdoing or as professional advice, or (c) your unlawful processing of personal data you provided to us. We will notify you of any such claim, allow you to control the defence (with our reasonable input), and reasonably cooperate. This Section is subject to the same non-excludable carve-outs as Section 10.1.

12. Term, suspension and termination

12.1 Term. These Terms apply for as long as you have access to the Service, and any Order runs for the period it states.

12.2 Termination for convenience. Either party may terminate access for convenience on 30 days' written notice, unless an Order says otherwise. For pre-paid paid access terminated by us for convenience, we will refund pre-paid unused fees on a pro-rata basis.

12.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within 30 days of notice (or immediately, for a breach incapable of cure or for a serious breach of Section 4).

12.4 Effect of termination. On termination your right to access the Service ends. You may export your account data before termination using the in-app tools; after a reasonable wind-down period we delete or de-identify your personal data per the Privacy Notice, subject to the deliberate retentions stated there (audit/reproducibility records; payment records for the statutory fiscal period). Data derived from public filings that has entered the shared research record is not your confidential information and may be retained.

12.5 Survival. Sections 1, 6, 9, 10, 11, 13 and any accrued payment obligations survive termination.

13. Governing law, jurisdiction and general

13.1 Governing law. These Terms and any non-contractual obligations arising from them are governed by the laws of the Netherlands.

13.2 Jurisdiction. The competent courts of the Netherlands (the court for the district of the company's registered office, [court district — e.g. Rechtbank Oost-Brabant]) have exclusive jurisdiction, without prejudice to any mandatory jurisdiction rule that applies to you.

13.3 Entire agreement. These Terms, together with the Order, the DPA and the Privacy Notice, are the entire agreement between us regarding the Service and supersede prior discussions.

13.4 Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or in connection with a reorganisation or sale of the business, on notice.

13.5 No waiver; severability. A failure to enforce is not a waiver. If any provision is unenforceable, the rest continues in force and the provision is read down to the minimum extent necessary.

13.6 Notices. Notices to us go to [legal/notices contact email]; notices to you go to the account email or the contact in your Order.

AYVES BV · AYVES Terms of Service · Draft v1.0 · 24 August 2026.