Master Subscription Agreement

Subject to the terms of this Agreement, Veliu will make available to Customer the Brand Agent, the AI that Veliu builds for a single brand, and the related services (together, the “Services”).

On the Customer’s website and on the other channels stated in the Order, the Brand Agent talks with each visitor in the brand’s voice, composes the pages around each visitor’s request from the Customer’s own approved content and components, and answers AI agents that buy on a person’s behalf.

In the back office, it studies the Customer’s market, assesses how AI agents read the Customer’s catalog, prepares the Customer’s pages, data and feeds for the Customer’s approval, writes approved enrichment into the Customer’s systems, reads the software the Customer connects, and provides analytics and recommendations, and carries out minor activities across GEO (generative engine optimisation), SEO (search engine optimisation), advertising, social media and reviews. Strategy, implementation on those channels and campaign management remain with the Customer or its partner.

Every plan includes the same Services; plans differ by the company-size band stated in the Order and by the support level set out in Section 3.3.

The promise and its limits. Veliu makes the Customer’s catalog readable and buyable by AI agents, measurably, with no promise as to traffic, sales, rankings, or recommendations by any AI platform. Checkout always remains on the Customer’s own payment infrastructure; the Customer is the merchant of record for every transaction; Veliu does not enter the payment chain. The Services operate on top of third-party AI platforms that Veliu does not control and that change over time.

2.1 Ordering; Agreement. Subscriptions are purchased pursuant to the Order. The Order identifies the plan, the band, the fees, the payment schedule and payment methods, and the start date. An Order that Veliu issues states an expiry date; Veliu may accept or decline an acceptance that arrives after that date. Before acceptance, Veliu may issue a new revision of an Order, which replaces the earlier ones; the revision that Customer accepts, identified by its number and issue date, is the Order. Each Order forms part of this Agreement, in the version recorded under Section 18.14.

2.2 Access grant. During the Term, subject to Customer’s compliance with this Agreement, Customer may access and use the Services for Customer’s internal business purposes in accordance with the documentation that Veliu makes available in the back office or on its website (the “Documentation”), this Agreement and the Order. Customer may also make the Brand Agent available on its website and on the other channels stated in the Order, to their visitors and to the AI agents that act on a person’s behalf. The access grant includes the right to use the reports, assessments, insights, and other outputs generated through the Services (“Service Content”) for Customer’s internal business purposes, to export them in the formats the Services offer, and to read them through Veliu’s API and MCP endpoint, as set out in Section 4.8. Veliu does not make the Service Content generated for Customer available to any other customer.

2.3 Users. “User” means an employee or contractor of Customer, or a partner that Customer admits under Section 18.12, that Customer allows to use the Services on Customer’s behalf using the login credentials designated by Veliu. There is no maximum number of Users. Customer will not make the Services available to anyone other than Users (apart from the Brand Agent, which Customer makes available to visitors and AI agents under Section 2.2), is responsible for its Users’ compliance with this Agreement, and will keep credentials confidential. Customer will promptly notify Veliu of any compromise of credentials.

2.4 Restrictions. Customer will not (and will not permit anyone else to): (a) provide access to, distribute, sell, or sublicense the Services or Service Content to a third party (other than Users, including a partner that Customer admits as a User under Section 18.12, and except as Section 2.2 or the Order expressly permits); (b) use the Services to build a competing product or service; (c) reverse engineer or seek to access source code or non-public APIs, except where applicable law does not permit such a restriction; (d) modify or create derivative works of the Services or copy any element of them; (e) remove proprietary notices; (f) publish benchmarks or performance information about the Services, except Customer’s own results, with Veliu’s consent by email; (g) interfere with operation, circumvent access restrictions, or conduct security or vulnerability testing without authorisation; (h) transmit malicious code; or (i) use the Services in violation of applicable law.

2.5 Set-up and Activation.

(a) Set-up. After the Order is accepted, Veliu carries out the AI first training and onboarding of the Brand Agent on the Customer’s catalog and content, configures the Services, and provides the code that runs the Brand Agent on the Customer’s website (the “Veliu code”), which Veliu installs with the access Customer provides or which Customer installs following Veliu’s instructions (together, “Set-up”). Customer will promptly provide the access, information, approvals and cooperation reasonably required. The Brand Agent composes its pages only from content and components that Customer has approved. Nothing is published on the Customer’s website or other channels, or written into the Customer’s systems, without the Customer’s approval, which Customer may give case by case or, where the Services allow it, in general terms (for example by enabling automatic publication).

(b) Activation Date and Go-live. “Activation Date” means the start date stated in the Order or, where the Order states none, the date on which Customer accepts the Order. Veliu gives Customer access to the back office within seven (7) days of the Activation Date. The moment at which the Brand Agent is first live and publicly accessible to visitors on the Customer’s website is “Go-live”: Veliu brings about Go-live within thirty (30) days of the Activation Date and confirms its date to Customer by email. In this Agreement, days are calendar days unless stated as Business Days, and “Business Day” means a day other than a Saturday, Sunday or public holiday in Ireland.

(c) Delays attributable to Customer. Where Go-live depends on something that Customer has to provide or do (for example an approval, an access or the installation of the Veliu code), Veliu tells Customer by email what is needed. The thirty (30) days in paragraph (b) are then extended by the days between that email and the day on which Customer provides what is needed.

(d) Delays attributable to Veliu. If Go-live occurs more than thirty (30) days after the Activation Date, as extended under paragraph (c), for reasons attributable to Veliu, the Exit Window (Section 10.2A) and the Initial Term (Section 10.1) are extended by the days of delay. Veliu credits the Subscription Fees for the days of delay against the next debit of Subscription Fees or, where no further Subscription Fees are due under the Order, refunds them within thirty (30) days. A Brand Agent that is still not live after that period, for reasons attributable to Veliu, is a Critical Failure under Section 3.4.

2.6 No usage limits; band; abuse.

(a) No usage limits. The Brand Agent carries no limit on conversations, visitors, the channels stated in the Order, geographies, languages or Users, for every function the Services make available to the plan stated in the Order. The band under paragraph (b) sets the Subscription Fees and leaves use unlimited.

(b) Band. The band stated in the Order is the sizing estimate on which the Subscription Fees are set. If, for three (3) consecutive calendar months, the visits to the Customer’s website in the month, or the value of the orders placed through it in the twelve (12) months ending with that month, exceed the upper limit of the band by more than fifty percent (50%), as measured by the Services, Veliu may propose the plan whose band matches the actual volumes. The Parties then discuss the proposal in good faith for thirty (30) days. If they agree, the new plan and its Subscription Fees apply from the first day of the calendar month after the agreement, and the Term continues unchanged. If they do not agree within those thirty (30) days, either Party may terminate the Order by notice given in the calendar month after those thirty (30) days end, with effect at the end of that month, without costs, penalties or further commitment: the Subscription Fees up to that date remain due, and the Set-up Fee remains due on its dates. Under monthly billing nothing is refunded; under annual billing, the Subscription Fees up to that date are calculated at one tenth (1/10) of the annual Subscription Fees for each month, the first month pro rata, and Veliu refunds the rest of the annual Subscription Fees paid if Customer requests the refund under Section 8.9 at the latest within fifteen (15) days after the Order ends. This paragraph (b) applies only where the band in the Order has an upper limit.

(c) Abuse. “Abuse” means automated requests generated to load the Services (for example bots or scripts that simulate visitors or conversations), scraping or extraction of the Services, use for any company or brand other than those stated in the Order, resale, circumvention of access restrictions, or any use contrary to good faith. Requests from AI agents that act on a person’s behalf are part of the normal use of the Services. Veliu may limit or suspend Abuse, after notice to Customer where practicable. Where the Abuse comes from Customer or its Users, Section 6 also applies.

2.7 AI transparency. The Brand Agent tells visitors and AI agents that they are interacting with an artificial-intelligence system, as Regulation (EU) 2024/1689 (the “AI Act”) requires. Customer will not remove or hide that disclosure, and remains responsible for its own obligations as the deployer of the Brand Agent on its channels.

This Section 3 sets out Veliu’s service levels: the availability commitment and the service credits that back it, the support included in each plan, and the procedure for Critical Failures.

3.1 Availability commitment.

(a) Commitment. Veliu commits that each of the following (the “Covered Services”) is Available at least 99.0% of the minutes in each calendar month: (i) the Brand Agent on the Customer’s website, from Go-live; (ii) the gateway endpoints described in Section 4.3, where the Order states them, from Go-live; and (iii) the back office, from the day on which Veliu gives Customer access to it. The percentage of the minutes in a calendar month in which a Covered Service is Available is its “Monthly Availability”.

(b) Measurement. A Covered Service is “Available” in a minute if it responds to requests in that minute without a server-side error. Veliu measures availability with its own monitoring, which checks each Covered Service from at least two locations in the European Union. A minute counts as unavailable when the checks from at least two locations fail in that minute. Monthly Availability is calculated on the minutes of the month in which the commitment applies, leaving out the minutes excluded under paragraph (c). For example, a month of thirty (30) days with no excluded minutes has 43,200 minutes: a Monthly Availability of 99.0% allows up to 432 minutes of unavailability, and one of 97.0% up to 1,296 minutes. Veliu shares the monitoring records for a month with Customer on request.

(c) Exclusions. The minutes in which a Covered Service is not Available because of any of the following are excluded: (i) scheduled maintenance, notified to Customer at least forty-eight (48) hours in advance and carried out outside the hours from 08:00 to 20:00 CET on Business Days, up to four (4) hours in a calendar month; (ii) the Customer’s website, hosting, CMS, DNS or network; (iii) acts or omissions of Customer, its Users or anyone acting for them; (iv) Abuse under Section 2.6(c); (v) the third-party platforms under Section 7 that Customer connects or on which the Brand Agent is distributed (the hosting and model providers that Veliu uses count toward the commitment); (vi) force majeure under Section 18.8; and (vii) beta features under Section 16. Maintenance that does not meet the conditions in point (i) counts as unavailability. “CET” means Central European Time, including Central European Summer Time when it applies.

3.2 Service credits. If the Monthly Availability of a Covered Service is below 99.0%, Customer may claim a credit of ten percent (10%) of the Subscription Fees for that month; if it is below 97.0%, the credit is twenty-five percent (25%). A month gives rise to one credit only, at the higher rate that applies. Customer claims a credit by email to support@veliu.com within thirty (30) days after the end of the month, stating the Covered Service and the dates and times of unavailability observed. Veliu answers within ten (10) Business Days and applies the credit against the next Subscription Fees due; where no further Subscription Fees fall due under the Order, Veliu pays the credit within thirty (30) days to the payment method used. Under annual billing, the Subscription Fees for a month are one twelfth of the annual Subscription Fees. Service credits are Customer’s sole remedy for availability, without prejudice to Section 10.2B.

3.3 Support by plan. “Business Hours” means 09:00 to 18:00 CET on Business Days. Every plan includes support by ticket: Customer opens a ticket by email to support@veliu.com or through the help entry in the back office. The support level depends on the plan:

(a) Ticket support (Core). Support by ticket, with a first answer within two (2) Business Days.

(b) Level I support (Challenger). A named account manager, reachable by email, one scheduled call per month, and a first answer within one (1) Business Day.

(c) Level II support (Leader and Heritage). A senior account manager, a direct channel (a shared Slack channel or another messaging channel agreed with Customer), a quarterly review, priority on tickets, and a first answer within eight (8) Business Hours.

The plan in the Order includes the corresponding support level. The response times in this Section 3.3 are targets: missing them gives rise to no credit or penalty, without prejudice to Sections 3.4 and 10.2B.

3.4 Critical Failures and tickets.

(a) Critical Failure. “Critical Failure” means any of the following, for a cause within the Services and outside the exclusions in Section 3.1(c): (i) the Brand Agent is unavailable or not working on the Customer’s website or on a channel stated in the Order; (ii) the gateway endpoints, where the Order states them, are unreachable; (iii) the Services write wrong data into the Customer’s systems; or (iv) a function described in Section 1 that the Services make available to Customer stops working, so that Customer cannot use it.

(b) Tickets. Customer reports a Critical Failure by ticket, by email to support@veliu.com or through the help entry in the back office, with a description, the evidence available (for example screenshots, URLs or examples of wrong data) and the dates and times observed. The ticket is opened at the time recorded by Veliu’s mail server or back office. Veliu acknowledges each ticket within one (1) Business Day, with a ticket reference, and keeps Customer informed until the ticket is closed.

(c) Target. Veliu’s target is to fix each Critical Failure, or to provide a workaround that restores the affected function in substance, within fifteen (15) Business Days of the ticket. Where the Critical Failure persists beyond that period, Section 10.2B applies.

3.5 Updates and maintenance. Every update, improvement and maintenance release of the Services is included in the Subscription Fees. Veliu keeps the Services compatible with the versions of the connected software it declares in the Documentation. During the Term, updates keep the overall functionality of the plan at least at its level at Go-live, unless a change in a third-party platform or in the law requires otherwise; Veliu then informs Customer in advance where practicable.

4.1 Retention of rights. Neither Party grants the other any rights except as expressly set out. Customer retains all rights in Customer Data; Veliu and its licensors retain all rights in the Services, Service Content, and the Veliu Technology (the software, models, agents, code and know-how that Veliu uses to provide the Services), subject to Section 4.6.

4.2 Customer Data. “Customer Data” means materials that Customer or its Users input or make available to Veliu, including catalog data and queries submitted through the Services, and the data that the Services collect on Customer’s behalf from its website, its other channels and the software it connects, including the conversations between the Brand Agent and visitors and the related order data. Customer grants Veliu a non-exclusive, worldwide, royalty-free, non-sublicensable (except to contractors and service providers), non-transferable (except under Section 18.1) right to access and use Customer Data, within the limits of Sections 4.6 and 4.7, to (a) provide the Services and (b) derive and generate Telemetry. Veliu uses Customer Data only to provide the Services to Customer and to derive Telemetry under Sections 4.4 and 4.6.

4.3 Writes into the Customer’s systems. Where the Services write into the Customer’s systems with the Customer’s approval, the following principles apply:

• Portability by design. Standard, non-proprietary structures written into the Customer’s own store (for example standard taxonomy categories, standard category attributes, product identifiers such as GTIN, and standard public feed namespaces) remain with the Customer and persist independently of the Services.
• App-lifecycle enrichment. Veliu-specific enrichment placed in a Veliu-reserved namespace follows the lifecycle of the Veliu application and ceases to be available if the application is uninstalled.
• Gateway endpoints. Endpoints hosted on Veliu infrastructure (manifest, MCP server, feeds, agent-readable pages) answer from Veliu’s systems; the Customer’s domain carries pointers only, so deactivation on termination operates on Veliu’s side.
• Checkout. Checkout is always handed off to the Customer’s payment infrastructure; the Customer is the merchant of record; Veliu does not enter the payment chain.

4.4 Telemetry. “Telemetry” means information, technical logs, data, metrics, and learnings generated or derived from, or related to, the operation and Customer’s and Users’ use of the Services and/or Customer Data, which information does not identify Users, Customer, its brand, or any natural person as the source thereof. As between the Parties, and subject to Section 4.6, Veliu owns Telemetry. Telemetry includes, without limitation, signals captured at the Veliu gateway and MCP server about how AI agents interact with catalogs (for example which agent class made a request, which type of product was retrieved, and the query arguments an agent submitted), in each case in non-identifying form.

4.5 Data Processing Agreement. To the extent Veliu processes Customer Data that is personal data under applicable data protection law, including Regulation (EU) 2016/679 (the “GDPR”), in providing the Services, the Parties will comply with the Veliu Data Processing Agreement at https://veliu.com/legal/data-processing-agreement (the “DPA”), incorporated into this Agreement by reference.

4.6 Customer Data and AI training.

(a) No training on Customer Data. Veliu does not use Customer Data, Customer’s Confidential Information or Service Content to train, fine-tune, evaluate or otherwise improve any artificial-intelligence model, agent or system that is made available to, or operated for, anyone other than Customer. In particular, Veliu never uses for that purpose: product and catalog data that Customer has not published; sales, traffic, conversion, margin and other performance figures; lists of customers, leads and contacts; prices, strategies, plans, supplier terms and any other trade secret or know-how; information about Customer’s own customers, suppliers and partners; and the content of the conversations between the Brand Agent and Customer’s visitors.

(b) What Veliu learns from Customer stays with Customer. Models, prompts, configurations, knowledge and memory that Veliu derives from Customer Data serve only Customer’s own Brand Agent and Services. Veliu does not transfer them to, or use them for, any other customer.

(c) What improves Veliu’s AI. Veliu improves its models, agents and Services only with Telemetry (Section 4.4): measurements, signals and inferences about how AI agents and visitors interact with catalogs and storefronts in general, kept in aggregated or de-identified form that does not identify Customer, its brand, its unpublished data, any natural person, or any of Customer’s customers, suppliers or partners. Examples of Telemetry are which catalog structures AI agents read correctly, which query patterns fail, error and latency rates, and conversion patterns by product category across many brands. Deriving Telemetry from Customer Data, and using Telemetry in that form, is the only exception to paragraph (a).

(d) Third-party model providers. The Services run on large language models hosted by third-party providers under enterprise terms that do not allow the provider to use Customer Data to train its models. The providers, and where they process data, are listed in the DPA.

(e) Public information. Information that Customer publishes on its own website or feeds, such as product names, descriptions and prices visible to anyone, is public. Veliu’s assessment tools read it from the outside, as any AI shopping agent does, and Veliu may use it in aggregated and de-identified form for statistics and research that never name Customer and never disclose anything that Customer has not published. Veliu may also name Customer in its public indexes and benchmarks, which score brands from information anyone can read and apply the same method to every brand, without stating that Customer is a Veliu customer; Section 17 governs any such statement.

(f) Survival. This Section 4.6 survives termination for as long as Veliu holds any Customer Data, or anything derived from it under paragraph (b).

4.7 Hosting, security and EU residency.

(a) EU residency. Veliu stores Customer Data, and runs the Services that process it, on infrastructure located in the European Union, operated by cloud providers that hold SOC 2 Type II reports, and ISO/IEC 27001 certification where the provider holds it: Amazon Web Services, Google Cloud, Vercel and Supabase, in their EU regions. Model inference follows paragraph (e).

(b) Encryption and resilience. Customer Data is encrypted in transit with TLS 1.2 or higher and at rest with AES-256. Veliu backs it up at least daily and runs the Services on cloud infrastructure designed for redundancy and recovery.

(c) Access and operations. Veliu grants access to Customer Data on a least-privilege basis, with multi-factor authentication, and logs that access. Veliu runs vulnerability management and an incident-response process.

(d) Security incidents. Veliu notifies Customer of a security incident affecting Customer Data without undue delay and no later than seventy-two (72) hours after becoming aware of it, with the information then available, and keeps Customer informed as further information becomes available.

(e) Model inference. AI model inference runs with the providers listed in the DPA, in EU regions where the provider offers them, otherwise under the standard contractual clauses adopted by the European Commission.

(f) Subprocessors. The DPA lists every subprocessor, its purpose and its location.

4.8 Access to reports and data. Customer may read its reports, assessments and insights in the back office, export them in the formats the Services offer, and, where the Services offer it, read them through Veliu’s API and MCP endpoint with the keys issued in its account. The keys are credentials under Section 2.3. For thirty (30) days after an Order ends, Customer may still export them.

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable law when using the Services. Customer acts for business purposes and holds a valid VAT number or equivalent business registration. Customer represents and warrants that it has made all disclosures, provided all notices (including the notices that its website gives visitors about the Brand Agent and the processing of their personal data), and obtained all rights, consents, and permissions necessary for Veliu to access and use Customer Data and exercise the rights granted in this Agreement without violating law, third-party rights, or terms that apply to the Customer Data. Where the Services write into systems operated by a third-party platform on the Customer’s behalf, Customer is responsible for having the necessary rights and authorisations on that platform.

Veliu may suspend access if: (a) Customer breaches Section 2.4 or Section 5; (b) an amount remains unpaid after the second failed debit under Section 8.6(a), or Customer’s account is 30 days or more overdue; (c) a change in law requires suspension; (d) Customer’s actions risk harm to other customers or to the security, availability, or integrity of the Services; or (e) Customer revokes the Mandate under Section 8.5 and does not provide a valid replacement payment method within ten (10) Business Days of Veliu’s request. Where practicable, Veliu will give prior notice (email sufficing). Suspension does not suspend Customer’s payment obligations. Veliu restores access promptly once the cause of the suspension has been removed.

The Services support integration with third-party platforms not provided by Veliu (for example the Customer’s e-commerce platform, and AI platforms and protocols). Use of any third-party platform is governed solely by the Customer’s agreement with that provider. Veliu does not control and has no liability for third-party platforms. By enabling a third-party platform to interact with the Services, Customer authorises Veliu to access and exchange Customer Data with that platform on Customer’s behalf, and where an integration requires Customer’s credentials, Customer represents it has the right to provide them and authorises Veliu to use them for that purpose.

8.1 Fees. Customer will pay the fees in each Order. Section 8.9 governs the refund of prepaid Subscription Fees under Sections 2.6(b), 10.2A(c), 10.2B, 10.4(b) and 13.4 and under Section 6.4 of the DPA. Fees may include: (a) a one-off fee for AI first training and onboarding, the “Set-up Fee”; (b) recurring fees for the Services, the “Subscription Fees”; and (c) fees for AI Deep Audits (one-off paid assessments of a brand carried out with Veliu’s technology), packages or other services ordered separately (“Additional Fees”). Fees are in the currency stated in the Order; where a currency conversion applies, it is handled at the current rate by Stripe at the time the transaction is processed. Fees are invoiced and collected as set out in Sections 8.3 to 8.5, and the Subscription Fees for each Renewal Term follow Section 8.7. Fees are non-refundable except as set out in Sections 2.6(b), 8.5(e), 10.2A(c), 10.2B, 10.4(b) and 13.4 and in Section 6.4 of the DPA.

8.2 Taxes. Customer is responsible for all sales, use, VAT, GST, withholding, or similar taxes, other than taxes on Veliu’s income. Fees are exclusive of taxes. Veliu applies VAT according to the country in which Customer is established: (a) to a Customer established in Ireland, Veliu charges Irish VAT at the rate in force, currently twenty-three percent (23%); (b) to a Customer established in another member state of the European Union that provides a valid VAT number, Veliu charges no VAT (0%) and the reverse-charge mechanism applies; and (c) to a Customer established outside the European Union, Veliu charges no VAT. Customer provides its VAT number, or equivalent business registration, before acceptance of the Order and keeps it valid. Where a Customer established in the European Union does not provide a valid VAT number, Veliu charges Irish VAT.

8.3 Payment schedule. The payment schedule of each Order is as follows.

(a) Set-up Fee. Unless the Order provides for instalments, the Set-up Fee is paid in full at acceptance of the Order. Veliu may postpone the start of Set-up until the first payment has been credited to its account.

(c) Subscription Fees. Subscription Fees accrue from the Activation Date. Unless the Order provides for annual billing, they are billed monthly: the fees for each calendar month are collected on the last Business Day of that month, or on the date stated in the Order (the “Collection Date”), and the first month is charged pro rata from the Activation Date.

(d) Invoice. Veliu Limited issues the invoice for each amount once the payment is credited to its account. Invoices are issued electronically, made available in the Customer’s account and sent by email. Each SEPA debit is notified in advance under Section 8.5(d).

(e) AI Deep Audit. If a brand that has received an AI Deep Audit purchased from Veliu signs an Order within sixty (60) days of delivery of the audit, the Set-up Fee of that Order is reduced by Veliu’s List Price (Section 8.8) for the AI Deep Audit delivered, up to the full amount of the Set-up Fee. An AI Deep Audit purchased from an Authorised Partner (Section 18.12) gives no credit on the Set-up Fee.

8.4 Payment methods. Euro Orders are paid by SEPA Direct Debit under Section 8.5, through Stripe, Veliu’s payment service provider; SEPA Direct Debit requires a euro account with a bank in the Single Euro Payments Area (SEPA). Customer keeps its payment method valid and up to date. Veliu does not accept manual bank transfers. Where an amount exceeds the limit Stripe applies to a single debit or charge, Veliu collects it in several debits or charges. Customer may switch between the payment methods the Order enables by updating its payment details through Stripe at least ten (10) Business Days before the next Collection Date.

8.5 SEPA Direct Debit.

(a) Scheme. Debits under this Section 8.5 are made in euro and processed by Stripe, as Veliu’s payment service provider, under the SEPA Core Direct Debit scheme.

(b) Mandate. Where Customer pays by SEPA Direct Debit, before the first debit Customer provides the IBAN and account holder details of a bank account in its own name and accepts, through the Stripe interface, a recurring SEPA Direct Debit mandate authorising Veliu, and Stripe on its behalf, to debit that account for all amounts due under this Agreement (the “Mandate”). Customer keeps the Mandate in force for the duration of this Agreement and until all amounts due have been paid, and may revoke it only to replace it with a new Mandate on another account in its name. Customer notifies Veliu of any change of bank account at least ten (10) Business Days before the next Collection Date. Customer warrants that the person accepting the Mandate is authorised to operate the account. Veliu, or Stripe on its behalf, confirms the Mandate by email, stating its unique mandate reference and the creditor identifier under which debits are collected.

(c) Collection. Veliu debits the Subscription Fees billed monthly on each Collection Date, and the Set-up Fee and its instalments, annual Subscription Fees and Additional Fees on the due date stated in the Order or notified under paragraph (d).

(d) Pre-notification. Veliu, or Stripe on its behalf, notifies Customer by email of the amount and date of each debit at least three (3) calendar days before the debit. For an amount due at acceptance of the Order, the Order, which states the amount, is the notice, and Customer agrees that the debit may be made from acceptance. The Parties agree on these periods in derogation of the fourteen (14) calendar days applicable by default under the SEPA rules. For recurring debits of the same amount, one notice (including a debit schedule) may cover several debits.

(e) Incorrect debits and bank refunds. Customer reports any incorrect amount to Veliu at admin@veliu.com, before the debit or at the latest within thirty (30) days after it, and Veliu refunds any amount debited in excess within ten (10) Business Days. Under the SEPA Core scheme, Customer’s bank may refund an authorised debit at Customer’s request within eight (8) weeks of the debit date. Customer undertakes not to request such a refund for amounts due under this Agreement. A refund obtained from the bank does not discharge Customer’s obligation to pay: the amount remains due and Section 8.6 applies.

(f) When payment is made; limits. A payment is made when the debited amount is credited to Veliu and is not subsequently returned or reversed. Where an amount exceeds the limits Stripe applies to a single debit, Veliu collects it in several debits under Section 8.4.

(g) Costs. Each Party bears its own bank charges for SEPA Direct Debit, subject to Section 8.6(b).

8.6 Failed payments and late payment.

(a) If a debit or charge fails, or is rejected, returned or reversed (including following a refund request to Customer’s bank), for a reason not attributable to Veliu, Veliu notifies Customer and presents it again after five (5) Business Days, or collects it with another payment method that the Order enables and Customer has saved. If it fails a second time, Veliu may suspend the Services until the amount is paid; Customer may pay it at any time through Stripe with a payment method that the Order enables. If the amount remains unpaid thirty (30) days after the suspension began, Veliu may terminate the Order by notice, and the Subscription Fees for the rest of the Initial Term or Renewal Term in progress, and any Set-up instalments, remain due on their original dates.

(b) Customer reimburses the fees charged to Veliu by its payment service provider and banks for each failed, returned or reversed debit not attributable to Veliu.

(c) Amounts not paid when due bear interest at the rate set by the European Communities (Late Payment in Commercial Transactions) Regulations 2012, currently the ECB reference rate plus eight (8) percentage points, and Veliu is entitled to the fixed compensation for recovery costs under those Regulations (€40, €70 or €100 depending on the amount due), without prejudice to reasonable recovery costs exceeding it.

(d) Veliu may suspend the Services under Section 6. Non-payment is a material breach for the purposes of Section 10.2.

8.7 Price stability.

(a) Fixed fees. The Subscription Fees stay fixed for the Initial Term and for each Renewal Term. During the Initial Term or a Renewal Term, they change only under Section 2.6(b), on an upgrade that Customer orders, or when a Promotion ends on the date stated in the Order under Section 8.8(c).

(b) Changes at renewal. Veliu may change the Subscription Fees only with effect from a renewal, by notice given at least ninety (90) days before the end of the Initial Term or Renewal Term in progress, email sufficing. Customer may then give notice of non-renewal until sixty (60) days before the end of that term; otherwise, the new Subscription Fees apply from the renewal. A Promotion that ends at the end of a term is a change under this paragraph (b); without that notice, the Promotion continues for the following term.

8.8 List Price and Promotions.

(a) “List Price” means the full price of a plan, Set-up, Service or AI Deep Audit in Veliu’s price list in force at the relevant time, before any Promotion (for the Heritage plan, the quoted price before any Promotion).

(b) “Promotion” means any reduction on the List Price, including introductory or launch prices, reduced or waived Set-up Fees (for example for activation by an agreed date), free months (including those granted for annual billing), bundles and any other commercial incentive, whether offered by Veliu directly or through an Authorised Partner of Veliu.

(c) A Promotion applies for the period and under the conditions stated in the Order or, if the Order states no period, until the Order ends, subject to Section 8.7(b). A Promotion that has ended does not revive on a later Order.

8.9 Refund of prepaid Subscription Fees.

(a) Scope. Where this Agreement provides that Veliu refunds Subscription Fees paid for the period after the date on which an Order ends (Sections 2.6(b), 10.2A(c), 10.2B, 10.4(b) and 13.4, and Section 6.4 of the DPA), the refund concerns annual billing only: under monthly billing the Subscription Fees are collected month by month and nothing is refunded. Ending an Order under those Sections gives no other refund. The Satisfaction Guarantee, where an Order states that it applies, is governed by Section 10.3 alone.

(b) Request. Veliu makes the refund on Customer’s request. Customer sends the request by email to admin@veliu.com at the latest within fifteen (15) days after the date on which the Order ends, with the subject “Refund · [brand name]” and the sentence “We request the refund of the prepaid Subscription Fees for [brand name] under Section 8.9.”, stating the reference of the Order and, for a termination under Section 10.2B, the ticket reference, from a legal representative of Customer or from the User who administers Customer’s account. The time recorded by Veliu’s mail server is conclusive. Veliu acknowledges receipt within two (2) Business Days. A request sent after that period has no effect, and without a request that meets this paragraph no refund is due. When Veliu gives notice under Section 2.6(b) or ends the affected Services under Section 13.4, its notice states that Customer may request the refund under this Section 8.9 and the period in this paragraph (b).

(c) Amount and timing. The refund is the Subscription Fees paid for the period after the date on which the Order ends, calculated as the Section that provides for it sets out or, where it does not, pro rata by day on the annual Subscription Fees. Veliu makes the refund within thirty (30) days of a request that meets paragraph (b), to the payment method used for the payment, and issues the corresponding credit note (with taxes, where charged). Veliu may set off against the refund any amount due by Customer. The Set-up Fee, the fees for AI Deep Audits and Additional Fees are not refunded under this Section.

9.1 Mutual warranties. Each Party warrants that it is duly organised and in good standing, has authority to enter into this Agreement, and will comply with laws applicable to its performance.

9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 3, 4.6, 4.7 AND 9.1, THE SERVICES, SERVICE CONTENT, AND ALL SUPPORT ARE PROVIDED “AS IS”. VELIU MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VELIU DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE. Without limiting the foregoing, Customer acknowledges that: (a) the Services and Service Content are not professional advice; (b) they may include inaccurate or erroneous information, including because they operate on top of third-party AI platforms; (c) Customer is responsible for independently evaluating the Service Content; (d) because AI platforms change, Veliu does not guarantee the Services will support or be compatible with any specific AI platform; and (e) Veliu makes no promise as to traffic, sales, rankings, or recommendations by any AI platform. Section 3 states Veliu’s availability commitment and its sole remedies.

10.1 Term. Each Order runs for twelve (12) months from its Activation Date, as extended under Section 2.5(d) (the “Initial Term”), and renews automatically for successive periods of twelve (12) months (each a “Renewal Term”) at the same Subscription Fees, subject to Section 8.7, unless either Party gives notice of non-renewal at least sixty (60) days before the end of the Initial Term or Renewal Term in progress; for Customer, an email to admin@veliu.com suffices. The Initial Term and the Renewal Terms of an Order are its “Term”. This Agreement begins when Customer accepts its first Order and continues while any Order is in effect. Monthly billing is a way to pay the twelve-month commitment in instalments: the Subscription Fees for the whole Initial Term or Renewal Term in progress remain due even if the Services are not used.

10.2 Termination for cause. Either Party may terminate this Agreement or any Order immediately on written notice if the other: (a) fails to cure a material breach within 30 days after notice; (b) ceases operation without a successor; or (c) becomes subject to an insolvency proceeding not dismissed within 60 days.

10.2A Exit Window.

(a) When. The “Exit Window” runs from the ninety-first (91st) day after the Activation Date until 23:59 Irish time on the ninety-eighth (98th) day after it, the Activation Date not being counted, with the extension under Section 2.5(d) where it applies. During the Exit Window, Customer may terminate the Order without giving reasons. For example, if the Activation Date is 1 December 2026, the Exit Window runs from 2 March 2027 until 23:59 Irish time on 9 March 2027.

(b) How. Customer sends the notice by email to admin@veliu.com, with the subject “Exit · [brand name]” and the sentence “We terminate the Order for [brand name] under Section 10.2A.”, from a legal representative of Customer or from the User who administers Customer’s account. The time recorded by Veliu’s mail server is conclusive. Veliu acknowledges receipt within two (2) Business Days.

(c) Effect. The Order ends at the end of the calendar month in which Veliu receives the notice. The Subscription Fees up to that date and the Set-up Fee, including the instalments not yet due, remain due on their dates. Nothing further is due for the rest of the Initial Term. Under monthly billing nothing is refunded; under annual billing, the Subscription Fees up to that date are calculated at one tenth (1/10) of the annual Subscription Fees for each month, the first month pro rata, and Veliu refunds the rest of the annual Subscription Fees paid if Customer requests the refund under Section 8.9 at the latest within fifteen (15) days after the Order ends.

(d) Only within the Exit Window. Before the Exit Window, no termination for convenience is possible. A notice sent outside the Exit Window has no effect, and the Order continues under its terms.

10.2B Persistent Critical Failure. If a Critical Failure reported under Section 3.4 is not fixed or worked around within fifteen (15) Business Days of the ticket and persists, Customer may terminate the Order by thirty (30) days’ notice to admin@veliu.com, citing the ticket reference. The Order ends at the end of the calendar month in which the thirty (30) days expire. Customer owes the Subscription Fees up to that date only. Under monthly billing nothing is refunded; under annual billing, Veliu refunds the Subscription Fees already paid for the period after that date on Customer’s request under Section 8.9. The Set-up Fee already paid is not refunded; its instalments that have not yet fallen due at termination are waived. This right is available at any time during the Term.

10.3 Satisfaction Guarantee. Where an Order states that the Satisfaction Guarantee applies, the Order’s own version of this Agreement contains Section 10.3.

10.4 Effect.

(a) Access and data. On termination, Customer’s access to the Services ceases, except the export of Service Content under Section 4.8 for thirty (30) days after the Order ends. Veliu will return or delete Customer Data and Customer Confidential Information, as the DPA sets out for personal data, except copies (i) permitted under this Agreement, (ii) required by law, or (iii) in standard backups. Deactivation of gateway pointers operates on Veliu’s side per Section 4.3.

(b) Amounts. Termination does not affect amounts accrued before it. Where an Order ends before the end of its Term: (i) if Customer terminates under Section 10.2, Section 10.2B or Section 6.4 of the DPA, or Veliu terminates the affected Services under Section 13.4, Customer owes the Subscription Fees up to termination only, and Veliu refunds the Subscription Fees already paid for the period after it on Customer’s request under Section 8.9; (ii) if Veliu terminates under Section 8.6(a) or Section 10.2, the Subscription Fees for the rest of the Initial Term or Renewal Term in progress remain due on their original dates; and (iii) in the cases governed by Section 2.6(b) or Section 10.2A, that Section sets out the amounts due.

10.5 Survival. Sections 2.4, 4, 5, 8, 9.2, 10.2A (as to amounts), 10.2B (as to refunds), 10.4, 10.5, 11, 12, 13, 14, 15, 16, 17 and 18 survive.

If Customer provides feedback about the Services, Veliu may use and exploit it without restriction.

12.1 Consequential damages waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, NEITHER PARTY WILL HAVE LIABILITY FOR LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY.

12.2 Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VELIU IN THE 12 MONTHS BEFORE THE CLAIM AROSE. This Section 12.2 does not limit Customer’s obligation to pay the fees due under this Agreement.

12.3 Excluded claims. “Excluded Claims” means (a) breach of Section 14 (Confidentiality) (excluding claims relating to Customer Data) and (b) the Parties’ indemnification obligations under Section 13. Nothing in this Agreement excludes liability that cannot be excluded under applicable law (including for death or personal injury caused by negligence, or for fraud).

12.4 Nature of claims. The limitations apply regardless of the form of action and survive even if a limited remedy fails of its essential purpose.

13.1 By Veliu. Veliu will defend and indemnify Customer against third-party claims alleging that the Services, used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will pay damages finally awarded (or amounts in settlement Veliu approves).

13.2 By Customer. Customer will defend and indemnify Veliu against third-party claims to the extent arising from Customer’s breach of Section 5 or from Customer’s business practices or use of Service Content.

13.3 Procedure. The indemnified Party will promptly notify the indemnifying Party, give reasonable cooperation, and allow the indemnifying Party to control the defense and settlement (provided no settlement imposes a non-monetary obligation on the indemnified Party without consent).

13.4 Mitigation. If the Services are or may become subject to an IP claim, Veliu may at its option procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Services and refund the prepaid, unused Subscription Fees for those Services on Customer’s request under Section 8.9, the date on which those Services end counting as the date on which the Order ends for the purposes of Section 8.9.

13.5 Exceptions. Veliu has no obligation for claims arising from modification of the Services by anyone other than Veliu, combination of the Services with items not provided by Veliu, use not in accordance with this Agreement, or trial/beta features.

13.6 Exclusive remedy. This Section 13 states each Party’s entire liability and exclusive remedy for third-party IP claims.

“Confidential Information” means information that a Party discloses to the other in connection with this Agreement and that is marked as confidential or that a reasonable person would understand to be confidential. Each Party protects the other’s Confidential Information, uses it only to perform under this Agreement, and may disclose it only to representatives bound by confidentiality. Veliu’s Confidential Information includes the terms of each Order and the Services; Customer’s includes Customer Data. The obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is received from a third party without restriction, or is independently developed. Each Party may seek equitable relief for breach.

Either Party may disclose Confidential Information if required by law, subpoena, or court order, giving advance notice where legally permitted so the other Party may seek protective treatment.

Free, trial, alpha, beta, or early-access use is permitted for internal evaluation for the designated period (or 30 days if none). These are provided without warranty, indemnity, or support, and each Party’s total liability in connection with trials and betas will not exceed €50 (or US$50 for US-currency Orders). This covers the free AI report.

Veliu may name Customer, or use its trademarks, in customer lists and promotional materials only with Customer’s prior written consent, email sufficing; Customer may withdraw it at any time with effect for future materials.

18.1 Assignment. Neither Party may assign without consent, except in connection with a merger or transfer of all or substantially all assets.

18.2 Governing law; jurisdiction. This Agreement is governed by the laws of Ireland, without regard to conflicts-of-laws rules. The courts of Ireland have exclusive jurisdiction over disputes relating to this Agreement, and both Parties submit to that jurisdiction.

18.3 Notices. Written notice to Veliu at 31-36 Ormond Quay Upper, Suite 4.01 Ormond Building, D07 F6DC, Dublin 7, Ireland (admin@veliu.com) and to Customer at the Order address; deemed given on the usual terms (personal delivery, registered mail, overnight courier, or email confirmation). Veliu may send operational notices by email or through the Services. The notices under Sections 10.1, 10.2A and 10.2B are validly given by email, as those Sections provide.

18.4 Additional terms. Any additional packages or services that Customer wishes to subscribe to, whether as ad hoc bundles or in addition to its existing plans, will be governed by a separate additional Order. Such Orders form part of this Agreement and are subject to it.

18.5 Entire agreement. This Agreement, including the Order (and any additional Order), the DPA, and referenced attachments, is the entire agreement and supersedes prior agreements on the subject matter.

18.6 Amendments. Amendments must be in writing and signed, or agreed through electronic means provided by Veliu. Customer purchase orders and business forms have no legal effect and are rejected. Veliu may notify updates to this Agreement at least ninety (90) days before the end of the Initial Term or Renewal Term in progress, with effect from the renewal, and Customer may then give notice of non-renewal until sixty (60) days before the end of that term.

18.7 Waiver and severability. Failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect.

18.8 Force majeure. Neither Party is liable for delay or failure due to causes beyond its reasonable control. This Section 18.8 does not apply to payment obligations.

18.9 Subcontractors. Veliu may use subcontractors and remains responsible for their performance. Subprocessors that process personal data are listed in the DPA.

18.10 Independent contractors. The Parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship.

18.11 Order of precedence. Conflicts are resolved in this descending order: (a) the Order (including any additional Order); (b) this Agreement; (c) the DPA (except that the DPA controls for matters of personal-data processing).

18.12 Authorised Partners. An “Authorised Partner” is an agency, consultancy, freelancer or technology company that Veliu admits to its Partner Program. Where Customer was introduced by, or works with, an Authorised Partner: (a) the partner is not a party to this Agreement, acts in its own name and has no authority to represent Veliu, to bind Veliu, to grant guarantees, discounts or terms other than those in the Order, or to promise results; (b) the partner’s own services (for example consulting, strategy, activation support and campaign management) are agreed between Customer and the partner, and Veliu has no responsibility for them; and (c) Customer authorises Veliu to share with the partner the information needed to manage the relationship and calculate the partner’s remuneration, such as the status of the Order, the plan, the Activation Date and the fees paid. Customer may give the partner access to its account as a User under Section 2.3.

18.13 Language. This Agreement is made in English. Veliu provides versions in Italian, German, French, Spanish, Dutch and Portuguese for consultation only. The English version is the one Customer accepts and the one Veliu records; in case of inconsistency the English version prevails.

18.14 Acceptance record. Customer accepts this Agreement by accepting the Order (signing the order form, paying or authorising payment on the offer page or at checkout). Veliu records the English text of this Agreement as rendered with the details of the Order, its version (2.1, 28 October 2026), the Order revision, the date and time of acceptance, the IP address and the user who accepted, and makes a copy available in the Customer’s account and by email.