Master Subscription Agreement (Platform Terms)

1. Parties, contract documents, and order of precedence

This Agreement is between Next Basket Platform B.V. (trading as NEXT BASKET AI), a Besloten Vennootschap (B.V.) — a private limited company under the laws of the Netherlands, with its registered office at Fascinatio Boulevard 216, 3065 WB Rotterdam, Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel, KVK) under number 84479493 ("NEXT BASKET", "we", "us"), and the business customer identified at registration or in an Order Form ("Customer", "you"). The person accepting this Agreement confirms they are authorised to bind the Customer.

Your contract with us consists of the documents listed below. If the documents conflict, the document HIGHER in the list governs to the extent of the conflict:

• 1. A signed Order Form (if any) — the individually negotiated commercial document.
• 2. This Master Subscription Agreement (MSA), as individually negotiated.
• 3. The Data Processing Agreement (DPA) and any other signed service addenda.
• 4. The Service Level Agreement (SLA), where one applies.
• 5. The Acceptable Use Policy (AUP).
• 6. The published Platform Terms (the online version of these terms, where no signed MSA applies).
• 7. The Service Description.
• 8. The pricing page — LAST in precedence.

An Order Form is formed when you accept a plan at checkout or sign a proposal; it records the plan, price, term, any add-ons, and any agreed SLA. The Data Processing Agreement, published at /data-processing-addendum/, is incorporated into this Agreement by reference wherever we process the personal data of your customers on your behalf.

The pricing page (/pricing/) is a marketing summary of current plans and prices. It does not override, amend, or take precedence over any of the documents above; the concluded contract governs. Where the pricing page and this Agreement (or an Order Form) differ, this Agreement and the Order Form control.

2. B2B only — business-use attestation

The NEXT BASKET platform is offered to businesses and other organisations only. It is not offered to, and may not be purchased or used by, consumers. As part of registration and at checkout, you must affirm the following attestation:

• "I am purchasing and using NEXT BASKET solely for business or commercial purposes and not for personal, family, or household use."

You represent and warrant that this attestation is true for the entire duration of your subscription. If it is or becomes untrue, you must stop using the platform and notify us; we may terminate the subscription. Because the platform is B2B-only, consumer-protection regimes aimed at personal, family, or household transactions are not intended to apply — but nothing in this Agreement excludes rights that mandatorily apply notwithstanding this classification.

3. Acceptance — clickwrap record

Unless a signed Order Form provides otherwise, you accept this Agreement by an affirmative clickwrap step: an unticked checkbox presented at registration and at paid checkout, adjacent to a conspicuous link to the full text of this Agreement, which you must actively tick before proceeding. Browsing the website does not create a subscription contract.

For each acceptance we keep an acceptance record containing at least: the version identifier of the accepted document, a cryptographic hash of the accepted document text, the date and time of acceptance (UTC), the accepting account ID, the IP address from which acceptance was made, and the state of the acceptance checkbox. We retain this record for the duration of the contract and any period required for the establishment, exercise, or defence of legal claims, and we can produce it to you on request.

4. The Service, the Service Description, and beta features

NEXT BASKET is a software-as-a-service (SaaS) e-commerce platform that lets you build, host, and operate an online store — storefront, catalogue, checkout, order management, and related tools and AI features (together, the "Service"). The features of your plan are set out in the Service Description and, where applicable, your Order Form.

We may improve and change the Service over time. We will not materially reduce the core functionality of your paid plan during a paid term without notice and a reasonable alternative. Features labelled beta, preview, early access, or similar are provided "as is", for evaluation, without any service-level, support, or availability commitment; they may be changed or withdrawn at any time and should not be used for production-critical workloads.

5. Subscriptions, billing, automatic renewal, and cancellation

Paid plans are recurring subscriptions billed in advance for each billing period (monthly or annual, as selected at checkout or in your Order Form). Payment is processed by our payment processor, Stripe; a valid payment method is required to activate a paid plan, and you authorise us and Stripe to charge it for the subscription and any add-ons you select, plus applicable taxes, for each period until cancellation.

AUTOMATIC RENEWAL — please read. Unless you cancel before the end of the current billing period, your subscription renews automatically for a further period of the same length at the then-current price for your plan. Any introductory or promotional price applies only for its stated period; afterwards the subscription renews at the standard price. We disclose the automatic-renewal terms clearly and conspicuously before you subscribe and in the post-purchase acknowledgement. For annual subscriptions, we send a renewal reminder at least thirty (30) days before each renewal date; where an introductory or promotional price is ending, we send a reminder at least seven (7) days before the standard price first applies.

CANCELLATION — self-service. You can cancel at any time from your account dashboard, and by written notice to billing@nextbasket.com. Cancelling is at least as easy as subscribing was and is never made more difficult. Cancellation stops the next automatic renewal and takes effect at the end of your current paid period, and you keep access until then. Refund treatment on cancellation is governed by the Refund and Cancellation Policy.

6. Taxes and US sales tax

Fees are exclusive of taxes. You are responsible for all applicable taxes, levies, and duties on your subscription — including any US state and local sales tax, VAT, and similar transaction taxes — except taxes on our income. Where we are required by law to collect a tax, it will be added to your invoice.

NEXT BASKET has no US entity, no US registered agent, no US tax nexus, no US state tax registrations, and no merchant-of-record arrangement. Contracts are concluded by Next Basket Platform B.V., and we add taxes only where we are legally required to collect them; you remain responsible for your own taxes wherever we are not obliged to collect them. US expansion is planned, and a US sales-tax collection mechanism (for example, activating Stripe Tax) will be introduced only after a separate tax review and before any separate US commercial launch.

7. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that reasonably should be understood as confidential ("Confidential Information"). The receiving party will use it only to perform this Agreement, protect it with at least reasonable care, and not disclose it to third parties except to employees, advisers, and subcontractors bound by confidentiality obligations at least as protective. These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party; disclosure required by law or court order is permitted with prompt notice where legally allowed. Confidentiality obligations survive termination of this Agreement.

8. Security commitments

We implement and maintain appropriate technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, loss, and alteration — including encryption in transit, access controls, logging, and vulnerability management. Payment card data is processed by Stripe (PCI DSS Level 1); we do not store full card numbers.

Further detail on our security practices is set out in our Security Overview at /security/. That overview is provided for general information only; we do not claim any specific certification or audit (such as SOC 2 or ISO 27001), or make specific representations (such as penetration-test results or encryption at rest), except where separately evidenced in writing.

9. Service levels (SLA) and maintenance windows

We do not publish a general uptime service-level agreement (SLA) at launch. Where a separate SLA is agreed, it attaches to an eligible Order Form and is incorporated into this Agreement with the precedence stated in Section 1; in that case, service credits are your sole and exclusive remedy for availability shortfalls, except where this Agreement provides otherwise.

We operate the platform to an internal engineering target of 99.8% availability per calendar month for eligible paid plans. This target is an operational goal, not a contractual commitment, and it does not create any right to service credits unless an Order Form or a separate SLA expressly defines the measurement method, exclusions, service credits, and claim procedure.

For planned maintenance we aim to give reasonable advance notice, targeting at least seventy-two (72) hours where practical. Emergency or security maintenance may be carried out without advance notice. Properly notified planned maintenance, and downtime caused by third parties or events beyond our reasonable control, are excluded from any availability measurement only where an applicable SLA expressly says so.

10. Support

We provide support for the Service as described in the Service Description for your plan. Support channels, hours, and target response times depend on your plan level, and support is provided in English.

Our initial-response targets for urgent issues are set out below. These are initial-response targets, not resolution-time guarantees; the final, plan-specific support terms are those stated in your Order Form or the Service Description.

• BUSINESS plan — for urgent issues, an initial-response target of two (2) hours, seven days a week, during support hours of 1:00 AM to 3:00 PM US Eastern Time.
• PRO plan — for urgent issues, an initial-response target of one (1) hour, 24 hours a day, 7 days a week.

11. Backup and disaster recovery

We maintain backup and disaster-recovery procedures for the platform designed to restore the Service and Customer Data after a major incident. Backups do not replace your own exports: you can export your data as described in Section 14.

We maintain commercially reasonable backup, recovery, and business-continuity measures. Other than the post-termination data-export and deletion windows stated in Section 14, we do not publish specific recovery-point or recovery-time objectives, backup-reliability retention parameters, or other precise measures (such as encryption at rest, secondary-cloud replication, or restore-drill cadence) in these terms; any such figures, once confirmed by our engineering team, are set out in a separate SLA or Security Schedule.

12. Export control and sanctions

You represent that neither you nor any party owning or controlling you is (a) listed on any US, EU, UK, or UN sanctions list — including the US Treasury OFAC Specially Designated Nationals (SDN) list, (b) located in, organised under the laws of, or ordinarily resident in a comprehensively sanctioned country or region, or (c) otherwise a person with whom we are prohibited from dealing. You will not use the Service in violation of export-control or sanctions laws, and will not sell or export goods through the Service in violation of those laws.

To enforce this, we rely on our payment provider’s sanctions controls together with reasonable manual checks against applicable EU, UN, UK, and US sanctions lists where a risk is identified. A dedicated US-specific screening tool is not yet operational; automated US-specific sanctions screening will be introduced before any separate US commercial launch.

13. Insurance

We do not publicly commit to any specific insurance coverage or limit in these terms. Where a certificate of insurance is available, we can provide evidence of coverage — such as cyber/technology errors-and-omissions or commercial general liability insurance — to enterprise customers under a non-disclosure agreement, on request.

14. Customer Data, your shoppers, and data export on exit

As between the parties, you own the content and data you upload or create through the Service — your products, media, text, store configuration, and the personal data of your own customers ("Customer Data"). You grant us a worldwide, non-exclusive licence to host, store, process, transmit, display, and adapt Customer Data only as needed to provide, secure, and support the Service and as permitted by the DPA. You are responsible for having the rights and permissions needed for Customer Data, and you remain the seller of record to your shoppers.

Where we process personal data of your shoppers on your behalf, you are the controller (or "business") and we act as your processor (or "service provider"); that processing is governed by the Data Processing Agreement, which ranks as stated in Section 1.

On expiry or termination of your subscription, there is a thirty (30) day export window during which you can export Customer Data in commonly used, machine-readable formats (CSV and JSON), together with available media archives. After that window, we delete or anonymise Customer Data held in active production systems within ninety (90) days, subject to legal retention requirements. Copies held in backups expire on our ordinary backup cycle and no later than one hundred and eighty (180) days, unless a longer period is required by law or to address a security incident.

15. AI features and AI output

The Service includes AI-assisted features that can generate content and take configured actions for your store ("AI Output"). AI Output is generated by statistical models and may be inaccurate, incomplete, or unsuitable for your purpose. You are responsible for reviewing AI Output before relying on it or publishing it, and for ensuring your use of AI features and AI Output complies with applicable law. We do not warrant that AI Output is accurate, original, non-infringing, or fit for any particular purpose, and AI Output is not professional advice.

The NEXT BASKET AI Terms are published at /ai-terms/ and are incorporated into this Agreement by reference as a service-specific addendum under the Master Subscription Agreement and any Order Form. They rank above our general informational policies but do not override the individually negotiated terms of this Agreement or an Order Form.

16. Intellectual property and feedback

The Service, the platform software, and all related intellectual-property rights are owned by Next Basket Platform B.V. or its licensors. We grant you a limited, non-exclusive, non-transferable right to use the Service for your own business during your subscription, in accordance with this Agreement. You may not copy, modify, resell, sublicense, reverse-engineer, or create derivative works of the Service except as permitted by law or with our written consent. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you.

17. Indemnification

BY CUSTOMER. You will defend, indemnify, and hold us harmless from third-party claims and related costs (including reasonable attorneys’ fees) arising out of Customer Data, your store and the products or services you sell, your breach of this Agreement or the AUP, or your violation of law or of a third party’s rights. This reflects that you — not we — are the seller of record for your store.

BY NEXT BASKET (reciprocal platform IP indemnity). We will defend you against third-party claims that the platform, as provided by us and unmodified, infringes that third party’s intellectual-property rights when used as permitted by this Agreement and the documentation, and we will indemnify you against amounts finally awarded or agreed in settlement for such a claim. This indemnity does not apply to: (a) Customer Data or other content you provide; (b) modifications made by you or a third party; (c) combinations with products, services, or materials not supplied by NEXT BASKET; or (d) use contrary to this Agreement or the documentation. If the platform is, or in our reasonable opinion may become, subject to such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund any unused prepaid fees. This indemnity is subject to the enhanced (2×) liability cap in Section 18.

18. Limitation of liability

EXCLUSION. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising from or related to this Agreement, even if advised of the possibility.

CAP. Subject to the enhanced cap and the carve-outs below, each party’s aggregate liability arising out of or related to this Agreement is limited to the total fees paid or payable under the affected Order Form (or, where no Order Form applies, under this Agreement) in the twelve (12) months immediately preceding the event giving rise to the claim.

ENHANCED CAP (2×). For claims arising from a breach of confidentiality, a breach of data-protection obligations, or the intellectual-property indemnity in Section 17, each party’s aggregate liability is limited instead to two (2) times that twelve-month amount.

The caps above do not apply to your payment obligations, or to liability for fraud, wilful misconduct, or death or personal injury caused by negligence, or to any other liability that cannot be excluded or limited under applicable law.

19. Term, suspension, and termination

This Agreement applies from acceptance and continues while you hold a subscription. You may cancel as described in Section 5. Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent. We may suspend the Service for non-payment, for a material breach of the AUP, where required by law, or to prevent harm to the platform or others — using notice and suspension proportionate to the issue where practicable, and lifting the suspension when the cause is resolved.

On termination, your right to use the Service ends and the data-export window in Section 14 applies. Sections that by their nature survive (including confidentiality, IP, indemnities, limitation of liability, and governing law) survive termination.

20. Governing law and jurisdiction

This Agreement, and any dispute arising out of or relating to it or to your use of the Service, is governed by the laws of the Netherlands, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods — applied consistently across all of our legal pages and the rest of the contract set — and subject always to any mandatory law of your place of residence that cannot be overridden by contract.

The competent courts of Rotterdam, the Netherlands have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or your use of the Service that the parties cannot resolve amicably.

This Agreement contains no mandatory arbitration and no class-action waiver: US-style individual arbitration is NOT the default dispute-resolution method. A separate US dispute-resolution mechanism would be introduced only after NEXT BASKET establishes a US entity and registered agent, launches commercially in the US, and counsel recommends it. Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property or confidential information.

21. General provisions

This Agreement, together with the documents listed in Section 1, is the entire agreement between the parties on its subject matter and supersedes prior discussions. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. You may not assign this Agreement without our consent; we may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations). Notices to you may be given by email to your account email or by in-product notice; notices to us go to the contact below. The parties are independent contractors.

22. Contact

Questions about this Agreement? Email office@nextbasket.com, or write to Next Basket Platform B.V., Fascinatio Boulevard 216, 3065 WB Rotterdam, Netherlands.