Terms and Conditions for the Matisse Platform

Labmatisse B.V. | Version 2.1 | Effective as of November 9th, 2026

Introduction

These terms and conditions apply to the Matisse platform, a Software-as-a-Service application developed and operated by Labmatisse. The platform allows professional users to upload photographs of teeth to a private, encrypted and secure database and to generate a reference code for the production of a crown, tooth or part thereof.

Matisse is a business-to-business service. It is made available exclusively to dental laboratories, dental practices and other professional users acting in the course of a trade, business, craft or profession, and is not offered to consumers.

These terms and conditions set out how the platform may be used and the rights and obligations attached to that use. They apply to every subscription and to all use of the platform, and are accepted on registration. We recommend reading them carefully before registering.

Definitions

In these Terms, the following capitalized terms have the meanings set out below.

Account	the registered account through which the Customer and its Authorized Users access the Platform.
Agreement	the agreement between Labmatisse and the Customer regarding the use of the Platform, consisting of these Terms, the subscription details and pricing confirmed at registration, the Documentation, the Data Processing Agreement and any written amendment agreed between the parties.
Authorized User	a natural person authorized by the Customer to access the Platform under the Customer’s Account.
Content	all photographs, images, project data, notes and other information uploaded to, entered into or generated by the Customer within the Platform. Content does not include the Platform itself, the Documentation or any other materials made available by Labmatisse.
Customer	the company, partnership, practice or other legal entity that registers for an Account and subscribes to the Platform, as identified by the company name, registration number and address entered during registration.
Data Processing Agreement	the data processing agreement between Labmatisse and the Customer, available at Data Processing Agreement, which forms an integral part of the Agreement and governs the processing of personal data by Labmatisse on the Customer’s behalf.
Documentation	the user manual, help pages, system requirements and other technical documentation made available by Labmatisse for the Platform.
Intellectual Property Rights	all unpatented inventions, patents, trademarks, service marks, trade names, domain names, copyrights (including rights in the software forming part of the Platform), moral rights, rights in designs, know-how, database rights, trade secrets and all other intellectual property rights and forms of protection of a similar nature, licenses to such rights, in each case whether registered or pending registration, and rights to apply for any such rights.
Labmatisse	Labmatisse B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce under number 74032682.
Platform	the Matisse platform, offered by Labmatisse in the form of Software-as-a-Service, including where offered through colorisse.ai, together with the Documentation and, insofar as made available to the Customer, any mobile or desktop application provided by Labmatisse for accessing the Platform.
Subscription	the Customer’s right to access and use the Platform for the Subscription Period, in accordance with the Subscription Plan and subject to payment of the Subscription Fees.
Subscription Fees	the recurring fees payable by the Customer for the Subscription, as confirmed at registration.
Subscription Period	the period (for example monthly or annually) for which the Subscription is taken out, as selected by the Customer when subscribing.
Subscription Plan	the plan selected by the Customer when subscribing, determining the functionality available and the number of Authorized Users.
Terms	these terms and conditions.

Applicability and conclusion of the Agreement

These Terms apply to all offers, subscriptions and to all use of the Platform. Deviations from these Terms are valid only if expressly agreed in writing by Labmatisse.
The applicability of any general terms, purchasing conditions or other standard conditions of the Customer is expressly rejected.
In the event of any conflict between the documents forming the Agreement, the following order of precedence applies: (a) any written amendment signed by both parties; (b) the Data Processing Agreement, in respect of the processing of personal data; (c) the subscription details and pricing confirmed at registration; (d) these Terms; (e) the Documentation.
The Agreement is concluded on the earliest of: (a) the moment Labmatisse confirms the Customer’s registration and grants access to the Account; (b) the moment the Customer activates a free trial; or (c) the moment the Customer first uses the Platform.

Account, registration and access

Use of the Platform requires an active internet connection, a registered Account and, save during a free trial, payment of the applicable Subscription Fees.
The Customer is responsible for the accuracy and completeness of the registration details. The Customer shall ensure that a valid and up-to-date email address is linked to the Account at all times, as all communication relating to the Platform will be sent to that address.
Access to the Account is protected by a username and password. The Customer is responsible for selecting secure credentials, for keeping them strictly confidential and for securing access to the Account against third parties.
Labmatisse may assume that all actions performed from the Account after logging in with valid credentials are performed by the Customer or under its authority and supervision. The Customer is liable for those actions, unless and until it has notified Labmatisse that its credentials have been compromised.
If the Customer knows or suspects that its credentials have been compromised, it shall immediately change the password and notify Labmatisse without undue delay.
The Customer shall not share the Account with, or make it available to, any third party.

Free trial

Labmatisse may offer a free trial, allowing the Customer to evaluate the Platform without charge. The duration, scope and availability of the free trial are determined by Labmatisse and are stated at the time the free trial is offered. Labmatisse may vary or withdraw the free trial at any time for future customers.
A free trial may be used only once per Customer. Labmatisse may refuse or terminate a free trial where it reasonably suspects abuse, including repeated registrations by the same Customer or by affiliated entities.
These Terms apply in full during the free trial, with the exception of Clause 10, which applies as from the moment the free trial converts into a paid Subscription.
No fees are charged during the free trial and no refunds apply in relation to the free trial.
Unless the Customer cancels before the end of the free trial, it automatically converts into a paid Subscription for the Subscription Plan and Subscription Period selected by the Customer, and the applicable Subscription Fees become due.
The Customer may cancel the free trial at any time before its expiry through the Account or by sending an email to info@matisse.ai.
During the free trial the Platform is made available “as is”. Labmatisse gives no warranties in respect of the free trial and, to the maximum extent permitted by law, has no liability arising from or in connection with it.
If the free trial expires without conversion into a paid Subscription, Labmatisse may block access to the Account and delete the Account and the Content in accordance with Clause 15.

Subscription Plans and functionality

The Platform is offered in different Subscription Plans. The Subscription Plan selected by the Customer determines the available functionality, the number of Authorized Users and the applicable Subscription Fees.
The Platform provides the Customer with, at minimum:
1. the function to upload photographs of teeth to a private, encrypted and secure database; and
2. the function to generate a reference code for a crown or tooth to be made by the Customer or by a third party.
The number of reference codes that may be generated is determined by the Subscription Plan. Where a Subscription Plan provides for unlimited generation, this is subject to fair use: reference codes may only be generated at a volume that is normal for the number of Authorized Users. If use structurally exceeds that volume, Labmatisse may, after notifying the Customer, limit generation or require an upgrade to a higher Subscription Plan.

Use of the Platform

Subject to the Customer's compliance with the Agreement and payment of the Subscription Fees, Labmatisse grants the Customer, for the duration of the Agreement, a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform for its own internal business purposes within its own organization.
The Platform may be used only by the number of Authorized Users included in the Subscription Plan. Unless the Subscription Plan provides otherwise, one Account entitles one Authorized User to access the Platform. Additional Authorized Users require additional subscriptions.
Access credentials are personal to each Authorized User and may not be shared. The Customer is responsible for the acts and omissions of its Authorized Users as if they were its own.
The Customer may use the Platform in the course of providing dental technical products and services to its own customers. This does not entitle the Customer to resell, sublicense or otherwise commercialize access to the Platform itself.
The Customer shall not, and shall not permit any third party to:
1. access the Platform other than through the interfaces made available by Labmatisse for that purpose, or otherwise than by an Authorized User logging in with their own credentials, and in particular not by means of scraping, crawling, bots, scripts, automated queries, screen capture or other automated access, save through an API provided by Labmatisse and used in accordance with its documentation;
2. copy, modify, reverse engineer, decompile or disassemble the software forming part of the Platform, save to the extent that mandatory law does not permit such a prohibition;
3. sublicense the Platform or otherwise make it available to third parties, whether directly or through the Account, including on a Software-as-a-Service basis;
4. remove or render illegible any indication of Labmatisse as the holder of Intellectual Property Rights in the Platform;
5. use any data, output or other element of the Platform to develop or improve a competing product or service, to create a substitute reference system, or to make such data available to third parties;
6. generate reference codes or other outputs other than in connection with the Customer's own dental technical work, including work the Customer outsources to a third party for production;
7. damage or jeopardize the security, integrity or availability of the Platform, or circumvent, disable or interfere with any technical protection or security measure applied to it.
The Customer shall not use the Platform in violation of applicable laws or regulations. The Customer shall further not:
1. upload, store, transmit or distribute via the Platform any material that is unlawful, infringes the rights of third parties (including Intellectual Property Rights), or that is defamatory, offensive, discriminatory, inciting hatred, pornographic, or that violates the privacy of third parties;
2. impersonate any other person, forge documents, or upload any file containing malware or malicious code;
3. damage the image or legitimate interests of Labmatisse.
For each breach of Clause 6.5, the Customer forfeits to Labmatisse an immediately payable penalty of EUR 5,000, increased for continuing breaches by EUR 2,500 for each day the breach continues, up to a maximum of EUR 50,000 per breach. The penalty is due without notice of default or judicial intervention and is not subject to set-off. It applies without prejudice to Labmatisse's right to claim full damages, demand performance and suspend or terminate the Agreement. Article 6:92 paragraphs 1 and 2 of the Dutch Civil Code do not apply.
Labmatisse may analyze use of the Platform, including logging and usage data, to verify compliance with this Clause 6.
Labmatisse is entitled to modify or remove information provided by the Customer at any time, before or after creation of the Account, if such information is wholly or partly in violation of these Terms. Labmatisse is further entitled to temporarily or fully restrict the Customer's access to the Platform if the Customer violates these Terms and fails to remedy the violation following notification from Labmatisse. In cases of fraud or attempted fraud, Labmatisse may permanently terminate access to the Platform without prior notification.
If, in Labmatisse's reasonable opinion, the continued functioning of the computer systems or networks of Labmatisse or of third parties is damaged or jeopardized, for example through excessive data transmission, leaks of personal data or virus activity, Labmatisse may take all steps it reasonably deems necessary to end or avert such damage or jeopardy.
Labmatisse is not liable for any damage arising from measures taken under Clause 6.9 or 6.10.
Labmatisse is at all times entitled to file a criminal complaint in respect of any offense committed through or using the Platform. Labmatisse is further entitled to supply the Customer's name, address, IP address and other identifying data to a third party alleging that the Customer violates its rights or these Terms, if the validity of the complaint is sufficiently substantiated and the applicable legal and judicial requirements for disclosure are met.

Customer obligations

The Customer warrants that, in relation to all Content uploaded to the Platform, it complies with all legal obligations incumbent upon it, and in particular that:
1. it has obtained all consents and other legal bases required to upload photographs of patients’ teeth;
2. it holds all rights and permissions necessary to upload the Content to the Platform;
3. it has provided the required information to the persons whose data it uses, and complies with applicable data protection legislation (both the national law of its country of establishment and European Union law), as well as with any applicable rules on intellectual property or industrial rights;
4. it does not enter any personal data of the patient in the Content, including in the photographs themselves or in the file or project names.
The Customer shall promptly inform Labmatisse of any incident relating to Content uploaded to the Platform that could affect the confidentiality, integrity or security of that Content. An incident may include any risk that could lead to disclosure of Content to unauthorized persons, data loss or theft, attempts to access the system enabling unauthorized access to Content, the detection of Content deleted or altered without authorization, or any virus or cyberattack affecting the Platform. Incidents shall be reported by the Customer to Labmatisse within a maximum of twenty-four (24) hours from the moment the Customer became aware of the incident, by email to info@matisse.ai.
Labmatisse shall notify the Customer without undue delay after becoming aware of any personal data breach affecting Content or other personal data processed on the Customer’s behalf, in accordance with the Data Processing Agreement.
If third parties bring claims against Labmatisse arising from the Customer’s breach of the Agreement or from unlawful acts by the Customer, the Customer shall indemnify Labmatisse against the resulting damages, costs and consequences, including reasonable legal costs.

Availability, maintenance, updates and support

Labmatisse shall use its best efforts to keep the Platform available at all times and to provide the Customer with access to the Content stored by Labmatisse, but does not guarantee uninterrupted, timely, secure or error-free availability. Labmatisse may engage third parties in the performance of the Agreement.
Labmatisse actively maintains the Platform. Where maintenance is expected to affect availability negatively, Labmatisse shall carry it out at times when use of the Platform is relatively low, and shall announce it in advance whenever possible. Emergency maintenance may take place at any time and without prior announcement.
Labmatisse shall take reasonable measures to keep the Platform up to date and releases updates from time to time to address defects or improve functioning. In doing so, Labmatisse depends in part on its own third-party suppliers.
An update may be accompanied by terms additional to the Agreement. Labmatisse shall inform the Customer in advance if this is the case, and Clause 19 applies.
The Customer is solely responsible for its own use of the Platform and for its own hardware, software, network and internet connection. The Documentation sets out the recommended requirements for the hardware and software environment.
Labmatisse shall provide a reasonable level of support through its website, email or other communication channels announced to the Customer, and shall respond to usage-related inquiries within a reasonable time. Labmatisse does not guarantee that every support request, feature request or defect report will be acted upon.
The Customer's feedback and suggestions are welcome, but Labmatisse ultimately determines which adaptations to the Platform it carries out, including the addition or discontinuation of functionality.

Medical Purpose Disclaimer and Intended Use

The Platform and any outputs generated through the Platform, including but not limited to reference codes, colour codes, analyses, recommendations, or other results (collectively: the “Outputs”), are not intended by Labmatisse to be used for any medical purpose within the meaning of Regulation (EU) 2017/745 on medical devices (hereinafter: the “MDR”).
The Platform does not qualify as a medical device, medical software, or in vitro diagnostic device, and is not designed, intended, or marketed for the diagnosis, prevention, monitoring, prediction, prognosis, treatment, or alleviation of disease, injury, or other medical condition.
The Platform does not provide medical advice, diagnosis, treatment recommendations, or clinical decision support.
Any Outputs generated by the Platform are provided solely as a non-binding technical and aesthetic reference, intended to assist professional users in their own independent assessment and craftsmanship.
The Platform does not replace, influence, or overrule the professional judgement, expertise, or responsibility of dental technicians, dentists, or other healthcare professionals.
The Customer acknowledges and agrees that:
1. all clinical, medical, technical, and therapeutic decisions remain solely the Customer's responsibility or the responsibility of the relevant healthcare professional;
2. the Customer will independently verify the suitability, accuracy, and applicability of any Output before applying it in practice;
3. the use of the Platform and any Outputs shall never be the sole basis for any clinical, medical, or therapeutic decision concerning a patient.
The Platform does not generate patient-specific clinical conclusions and does not claim clinical accuracy, medical efficacy, or treatment outcomes.
Any similarity between Outputs and clinical results is incidental and does not constitute a medical claim.
The Customer is solely responsible for ensuring that its use of the Platform and the application of any Outputs comply with applicable healthcare regulations, professional standards, patient consent requirements, and any medical device or healthcare laws applicable to its own products, services, or activities.
Labmatisse shall not be responsible for any regulatory qualification, certification, or compliance obligations arising from the Customer's use of the Platform or from any product or service the Customer provides to third parties.
The Customer shall indemnify and hold harmless Labmatisse from and against any claims, damages, losses, fines, penalties, or liabilities arising from (i) the use of the Platform or Outputs as a medical device or medical software, (ii) any reliance on Outputs for diagnostic, therapeutic, or clinical decision-making, or (iii) any assertion that the Platform falls within the scope of the MDR due to the Customer's use, representations, or application.

Subscription Fees, billing, price changes and refunds

The Platform is offered on a subscription basis for the Subscription Period selected by the Customer when subscribing. Subscription Fees are billed in advance for the applicable Subscription Period and the Subscription renews automatically in accordance with Clause 18.
All amounts are stated in euros (EUR) and are exclusive of VAT and other levies imposed by government authorities, which are charged in addition where applicable.
Payment is made by the payment method selected by the Customer in the Account. The Customer may choose between (a) automatic collection by credit card or another automatic payment method offered by Labmatisse, or (b) payment on invoice, to the extent Labmatisse makes that option available to the Customer.
Where the Customer provides a credit card or other automatic payment method on registration, the Customer authorizes Labmatisse to collect the Subscription Fees automatically for each Subscription Period, in each case in advance and at the start of the relevant period. Where registration takes place in combination with a free trial period, the first collection is made on the first day following the end of that trial period, after which the Subscription continues automatically in accordance with Clause 18. The Customer may end the trial period free of charge via the Account at any time before it expires, in which case no collection is made.
Where the Customer opts for payment on invoice, invoices are payable within fourteen (14) days of the invoice date, unless a different term is stated on the invoice.
The Customer is responsible for ensuring that the payment details held in the Account are accurate, complete and up to date, and that sufficient funds or credit are available. If an automatic collection fails or is reversed, Labmatisse may re-present the collection up to two further times within fourteen (14) days and will notify the Customer in writing. If collection remains unsuccessful, Labmatisse will issue an invoice, to which Clause 10.5 applies.
If the Customer fails to pay on time, it is in default by operation of law, without notice of default being required. The Customer then owes statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code and extrajudicial collection costs in accordance with the Extrajudicial Collection Costs (Fees) Decree, with a minimum of EUR 150.
If payment remains outstanding for more than fourteen (14) days after a written reminder, Labmatisse may suspend access to the Platform until payment has been received in full. Suspension does not relieve the Customer of its payment obligations.
Labmatisse is entitled to adjust the Subscription Fees annually with effect from 1 January, in accordance with the Dutch Consumer Price Index (CPI) as published by Statistics Netherlands (CBS), subject to a maximum increase of five per cent (5%) per year. Such an adjustment does not give rise to a right of termination.
Any other change to the Subscription Fees takes effect only as from the start of the next Subscription Period and requires at least fourteen (14) days' prior written notice. If the Customer does not wish to accept the change, it may prevent the Subscription from renewing by giving written notice in accordance with Clause 18.3.
If the Customer upgrades or downgrades its Subscription Plan during a running Subscription Period, billing adjustments may be applied on a prorated basis, as communicated within the Platform at the time of the change. Any prorated charges or credits are reflected in the next invoice or billing cycle.
All Subscription Fees are non-refundable. Termination of the Agreement, on whatever ground and by whichever party, does not give rise to any refund or credit. In particular, no refunds are granted for: Subscription Periods already commenced, whether monthly or annual; unused Subscription time, unused capacity to generate reference codes, or partial Subscription Periods; deletion of the Account or termination by the Customer; downgrades of the Subscription Plan; suspension or termination on account of a breach of these Terms by the Customer.
The Customer is not entitled to suspend payment or to set off any amount against the Subscription Fees.

Intellectual property rights

All Intellectual Property Rights in the Platform, including the software underlying it, the Documentation and all materials developed or made available by Labmatisse in connection with the Platform, together with all modifications and extensions thereto, vest and remain with Labmatisse or its suppliers.
The Customer obtains only the rights of use expressly granted under these Terms. No further rights are granted, whether expressly or by implication.
The Customer has no right of access to the source code or source files of the Platform, except where mandatory law provides otherwise.
All Intellectual Property Rights and other rights in the Content vest and remain with the Customer or its own suppliers or licensors. The Customer grants Labmatisse a non-exclusive, worldwide, royalty-free right to host, store, reproduce and process the Content to the extent necessary to provide the Platform and to perform the Agreement, and, subject to Clause 14, to derive irreversibly anonymized data from it.
If the Customer provides Labmatisse with feedback, defect reports or suggestions for improvement, it grants Labmatisse a perpetual, irrevocable and unrestricted right to use that information for the Platform. This does not apply to information the Customer has expressly marked as confidential.
Labmatisse shall refrain from accessing Content stored or transferred by the Customer using the Platform, except where this is necessary for the proper provision of the Platform, for support requested by the Customer, or where Labmatisse is required to do so by law or by order of a competent authority. In such cases Labmatisse shall use its best efforts to limit access to the minimum necessary. This does not restrict Labmatisse's rights under Clause 6.8 and Clause 14.

Confidentiality

Each party shall keep confidential all information of a confidential nature received from the other party in connection with the Agreement, and shall not disclose it to any third party without the other party’s prior written consent. Information is confidential if it is designated as such, or if its confidential nature reasonably follows from its content or the circumstances of disclosure.
This obligation does not apply to information that: (a) is or becomes publicly available other than through a breach of this Clause 12; (b) was already lawfully in the receiving party’s possession without an obligation of confidentiality; (c) is independently developed without use of the other party’s confidential information; or (d) must be disclosed pursuant to a statutory obligation or a binding order of a competent authority, in which case the disclosing party shall inform the other party in advance where lawfully permitted.
Each party may disclose confidential information to its employees, contractors and advisers on a need-to-know basis, provided they are bound by equivalent obligations of confidentiality.
This Clause 12 remains in force for one (1) year after termination of the Agreement.

Privacy and data protection

Labmatisse processes personal data relating to the Customer, its Authorized Users and its business contacts as a controller, in accordance with the General Data Protection Regulation (hereinafter: the “GDPR”) and its privacy statement, available at Privacy Statement.
In respect of Content uploaded by the Customer, the Customer is the controller and Labmatisse acts as processor. That processing is governed exclusively by the Data Processing Agreement. Where the Customer itself acts as processor for a dental practice or other controller, Labmatisse acts as sub-processor, and the Data Processing Agreement applies accordingly.
The Customer warrants that it has a valid legal basis for the processing it instructs Labmatisse to carry out, and that it has complied with its information and, where applicable, consent obligations towards data subjects.
Labmatisse implements appropriate technical and organizational measures within the meaning of Article 32 GDPR, as further described in the Data Processing Agreement.

Anonymized data, AI improvement and dataset commercialization

This Clause 14 establishes a contractual framework only. The rights described in it do not constitute a commitment, obligation or roadmap and do not imply that Labmatisse currently uses data for the purposes described below. These rights shall not be exercised until the technical and organizational measures ensuring irreversible anonymization have been fully implemented and internally validated.
Labmatisse may derive data from the use of the Platform, including reference codes, color parameters, material characteristics, performance metrics, statistical correlations and other technical outputs, provided that such data is irreversibly anonymized so that it can no longer be related, directly or indirectly, to an identified or identifiable natural person, nor to an identifiable Customer, clinic or patient (hereinafter: “anonymized data”).
Anonymized data may be used by Labmatisse for the following purposes:
1. improving, training, validating and testing algorithms and artificial intelligence models used in the Platform;
2. quality assurance, analytics and statistical research;
3. development, optimization and evaluation of dental, ceramic and related products, materials and workflows;
4. creation and commercial exploitation of aggregated or anonymized datasets, including by making such datasets available to third parties, provided that such datasets (i) cannot be used to derive insights about individual Customers, clinics or patients; (ii) do not disclose proprietary or competitively sensitive information of the Customer; and (iii) are not represented as originating from any specific Customer or clinic.
Labmatisse shall not use uploaded photographs, Content or other data containing personal data for the purposes described in this Clause 14 unless such data has been irreversibly anonymized in accordance with applicable data protection law. Labmatisse shall not attempt to re-identify anonymized data, whether intentionally or negligently, nor permit any third party to do so.
The anonymization of Content and other personal data processed on the Customer’s behalf is carried out on the documented instruction of the Customer as controller, as further recorded in the Data Processing Agreement. This Clause 14 does not grant Labmatisse any right to process personal data beyond the scope of the Data Processing Agreement, does not affect the Customer’s role as controller, and does not result in Labmatisse acting as a (joint) controller.
To the extent that data has been irreversibly anonymized, it no longer constitutes personal data within the meaning of the GDPR, in accordance with Recital 26 GDPR, and falls outside the scope of the Data Processing Agreement.
Labmatisse shall ensure that any third party receiving anonymized data is contractually prohibited from attempting to re-identify data subjects, combining the datasets with other data for re-identification purposes, transferring the datasets to further third parties without equivalent contractual restrictions, or otherwise using the datasets in violation of applicable law.

Deletion of projects, Content and the Account

Where the Customer deletes a project or Content within the Platform, it is moved to a temporary deletion state for a period of up to thirty (30) days. During that period the Customer may restore the deleted project or Content. It is not actively processed or used during that period, other than for storage and recovery purposes. After expiry of the thirty (30) day period, the project or Content is permanently deleted and cannot be restored, unless retention is required to comply with applicable law or to establish, exercise or defend legal claims.
Upon termination of the Agreement, for whatever reason, Labmatisse is entitled to immediately block access to the Account and to delete the Account and all data associated with it.
Upon deletion of the Account, Labmatisse shall permanently delete, without undue delay, all personal data relating to the Customer and its Authorized Users and all projects, Content and other data uploaded or created within the Platform.
Deletion of the Account is irreversible. Following deletion, the Customer no longer has access to the Platform and restoration of the Account or the associated data is not possible.
Clauses 15.3 and 15.4 do not apply to the extent that retention of certain data is required to comply with applicable law, to establish, exercise or defend legal claims, or where limited backup copies persist for a short period in accordance with standard system retention cycles.

Warranties and liability

Labmatisse warrants that the Platform substantially operates in accordance with the Documentation, but nothing else. Save for that warranty, the Platform is provided “as is” and Labmatisse gives no warranties of any kind, whether express or implied, including any warranty of fitness for a particular purpose, accuracy, or uninterrupted availability.
The liability of Labmatisse for damages or other claims arising from an attributable breach of contract (including breaches of warranties or indemnities), a tort, or any other legal ground, is limited to the amount of the Subscription Fees paid by the Customer in the three (3) months prior to the moment the cause of the damage occurred, with a series of related events being considered as one event.
Without prejudice to the foregoing, Labmatisse shall only be liable for direct damages. Direct damages means exclusively:
1. reasonable costs necessary to determine the cause and extent of the damage, insofar as this assessment relates to direct damage as defined here;
2. reasonable costs incurred to ensure that the Platform complies with the agreed functionalities, unless these costs cannot be attributed to Labmatisse;
3. reasonable costs incurred to prevent or limit direct damage, provided that the Customer can demonstrate that these costs have resulted in a limitation of direct damage as referred to here.
All other damage is considered indirect damage and is excluded from compensation.
The expected results with the recipe that Matisse provides is only a reference system and Labmatisse is not responsible for any final result on any patient since there is no direct control or influence from Labmatisse on the craftsmanship of the users of the reference code. The Customer will indemnify Labmatisse for any claim that derives from the use of the generated reference codes, or when the manufacturer of the ceramics changes the color(s) of the raw materials used.
Labmatisse will not accept any claims of the Customer with regard to the processing of Content uploaded to the Platform, nor will it be liable for said processing. The Customer is aware that it is the data controller in accordance with the Data Processing Agreement. The Customer shall indemnify Labmatisse against any third-party claim by its own customers with regard to the Content uploaded to the Platform in connection with data processing.
Damages may only be claimed if reported to Labmatisse in writing, with reasons, at most two (2) months after discovery, and in any event within twelve (12) months after the event giving rise to the damage.
Any limitation of liability described in these Terms does not apply if the damage results from intent or deliberate recklessness by Labmatisse or its executives.

Force majeure

In case of force majeure, Labmatisse is never required to compensate for damages suffered by the Customer, nor is either party obliged to perform any obligation under the Agreement while prevented by force majeure.
Force majeure includes, among others: disruptions or unavailability of the internet or telecommunication infrastructure; failures of hosting, cloud or other third-party suppliers; cyberattacks and denial-of-service attacks; power interruptions; government measures; epidemics and pandemics; riots, war and terrorism; strikes; company disruptions; interruptions in supply; fires; and floods.
Where a situation of force majeure has lasted longer than sixty (60) days, either party may terminate the Agreement in writing with immediate effect. Such termination operates for the future only, has no retroactive effect and does not give rise to any obligation to undo performance already rendered within the meaning of Article 6:271 of the Dutch Civil Code.

Duration, renewal and termination

The Agreement enters into force on the date it is concluded in accordance with Clause 2.4 and continues for the initial Subscription Period selected by the Customer or, during a free trial, for the duration of that free trial.
Unless terminated in accordance with this Clause 18, the Subscription renews automatically for successive Subscription Periods of equal length.
Each party may terminate the Agreement at any time by written notice, with effect from the end of the current Subscription Period. The Customer may terminate through the Account or by sending an email to info@matisse.ai.
Except where these Terms expressly provide otherwise, the Agreement cannot be terminated with effect before the end of the current Subscription Period. Article 7:408 paragraph 1 of the Dutch Civil Code does not apply to the Agreement.
Either party may terminate the Agreement in whole or in part with immediate effect, by written notice, in the event of a material or persistent breach by the other party. Where the breach is capable of being remedied, the Agreement may be terminated only if the breaching party has failed to remedy the breach within thirty (30) days after written notice specifying the breach. Labmatisse may terminate with immediate effect and without a cure period in the event of fraud or attempted fraud, or where the Customer’s use poses a serious and immediate risk to the security or integrity of the Platform.
The Agreement terminates automatically and immediately in case the Customer enters into bankruptcy, applies for a suspension of payments, its assets are seized, or in case the Customer enters into liquidation, legal dissolution or winding-up.
After termination of the Agreement, regardless of the reason, the Customer must cease all use of the Platform. Clause 15 governs the deletion of the Account and of all data associated with it.

Changes to these Terms

Labmatisse may amend or supplement these Terms. Labmatisse shall notify the Customer of any amendment or supplement by email at least thirty (30) days before it takes effect, allowing the Customer to review it.
If the Customer does not wish to accept an amendment or supplement, it may terminate the Agreement in writing before the date on which the change takes effect. Continued use of the Platform on or after the date an amendment or supplement takes effect constitutes acceptance of it.
Amendments required by law, by a decision of a competent authority, or that are of a minor administrative nature and do not adversely affect the Customer, may be implemented with immediate effect without a right of termination.

Miscellaneous

The Agreement is governed exclusively by the laws of the Netherlands.
Any disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court of the district in which Labmatisse has its principal place of business.
Labmatisse may transfer the Agreement, in whole or in part, to a third party, including in the context of a merger, acquisition or transfer of business. The Customer grants its cooperation to such a transfer in advance within the meaning of Article 6:159 of the Dutch Civil Code. The Customer may not assign the Agreement or any rights under it without Labmatisse’s prior written consent, which shall not be unreasonably withheld.
If one or more provisions of these Terms are voided or declared invalid, this shall not affect the validity of the remaining provisions. In such a case, Labmatisse will establish a new provision to replace the invalidated one, ensuring that the original intent is followed as closely as possible.
The records kept by Labmatisse of communications, transactions and use of the Platform constitute conclusive evidence between the parties, subject to proof to the contrary by the Customer.
Notices under the Agreement shall be given in writing, by email to the address linked to the Account for notices to the Customer, or to info@matisse.ai for notices to Labmatisse.