Effective Date: 20 February 2026  |  Last Updated: 20 February 2026

1. Definitions and Interpretation

1.1. In these Terms and Conditions ("Terms"), the following capitalised expressions shall bear the meanings ascribed to them below, unless the context requires otherwise:

"Agreement" means the contractual relationship between Hyperscout and the Client, formed upon acceptance of these Terms in conjunction with the applicable Subscription Order and any annexes incorporated by reference.

"Client" means any legal person, sole proprietorship, partnership, or other entity acting in the exercise of a profession or business that subscribes to the Platform, and, where the context so permits, includes its authorised representatives and end users.

"Confidential Information" means all non-public information, whether commercial, technical, financial, or operational, disclosed by one Party to the other in connection with the Agreement, including, without limitation, the Retailer DNA Outputs, proprietary algorithms, pricing structures, client lists, and internal methodologies.

"Hyperscout" refers to the entity operating the Platform, registered at Bazarstraat 44, The Hague, the Netherlands, currently a sole proprietorship transitioning to a besloten vennootschap met beperkte aansprakelijkheid (BV) with effect from 1 March 2026, and in these Terms acting under the trade name "Hyperscout."

"Platform" means the web-based and mobile software application operated by Hyperscout at https://www.hyperscout.io, together with all related tools, APIs, databases, and dashboards through which the Service is delivered.

"Retailer DNA Output" means any profile, score, analytical metric, matchmaking recommendation, or derivative dataset generated by Hyperscout through its proprietary algorithms, including the structuring, classification, and scoring of retailer attributes such as brand portfolio alignment, market positioning, and buying behaviour indicators.

"Reseller" means a third party authorised by Hyperscout to distribute access to the Platform under a separate reseller agreement, including, where applicable, trade show operators.

"Service" means the matchmaking, data enrichment, retailer profiling, and related analytical functionalities made available to the Client via the Platform, as further described in the Subscription Order.

"Subscription Order" means the specific commercial document, whether executed electronically or on paper, setting forth the Service tier selected by the Client, pricing, billing frequency, and any special conditions agreed between the Parties.

"Subscription Period" means the initial term and any renewal periods during which the Client has a valid subscription, as specified in the Subscription Order.

1.2. References to "Parties" shall mean Hyperscout and the Client jointly, and "Party" shall mean either of them individually. Any reference to a statutory provision shall include that provision as amended, re-enacted, or replaced from time to time.

2. Scope of Application and Formation of Contract

2.1. These Terms govern all offers, subscriptions, and use of the Platform and Service by the Client. By creating an account, completing a Subscription Order, or otherwise accessing or using the Platform, the Client accepts these Terms in their entirety. Where the Client engages via a Reseller, these Terms apply to the Client's use of the Platform, and the Reseller's own agreement with its clients shall not derogate from the rights and obligations set forth herein unless expressly agreed in writing by Hyperscout.

2.2. Applicability of the Client's own general terms and conditions is expressly excluded, in accordance with Article 6:225(3) of the Dutch Civil Code (Burgerlijk Wetboek, "BW"). Should the Client reference its own terms in any purchase order, correspondence, or other communication, such reference shall have no effect unless Hyperscout has explicitly accepted the applicability of those terms in a separate written instrument. For the avoidance of doubt, mere performance by Hyperscout following receipt of a Client's order referencing such alternative terms shall not constitute acceptance thereof.

2.3. Hyperscout reserves the right to amend these Terms at any time. Material amendments shall be notified to the Client no fewer than thirty (30) calendar days before the proposed effective date, either via email to the address registered in the Client's account or through a prominent notice on the Platform. Continued use of the Service after the effective date of any such amendment constitutes acceptance. Should the Client object to an amendment, it may terminate the Agreement in accordance with Section 11 below, provided that written notice of termination is delivered before the amendment takes effect.

3. Access, Account Obligations, and Acceptable Use

3.1. Upon completion of the registration process and, where applicable, payment of the initial subscription fee, Hyperscout shall grant the Client a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Period, strictly for the Client's internal business purposes.

3.2. The Client shall ensure that account credentials remain confidential and shall not permit any third party to access the Platform using the Client's credentials. All activity occurring under the Client's account shall be attributed to the Client. Prompt notification to Hyperscout is required upon discovery of any unauthorised use; failure to notify within forty-eight (48) hours of becoming aware of such use shall render the Client liable for any resulting damage.

3.3. The Client shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or disassemble any component of the Platform; (b) use the Platform to develop a competing product or service; (c) systematically extract, scrape, or download data from the Platform in bulk, whether by automated means or otherwise, except to the extent expressly permitted under the Client's Subscription Order; (d) sublicense, resell, or redistribute access to the Platform or any data obtained through it without the prior written consent of Hyperscout; (e) use buyer contact data obtained through the Platform for unsolicited commercial communications in breach of applicable laws, including, without limitation, Article 130 of the Italian Privacy Code (Codice in materia di protezione dei dati personali, Decreto legislativo 30 giugno 2003, n. 196) and corresponding Member State implementations of the ePrivacy Directive (Directive 2002/58/EC); or (f) upload, transmit, or introduce into the Platform any material that is unlawful, defamatory, or infringes the rights of third parties.

3.4. Where the Client receives buyer contact data through the Platform's enrichment functionality, the Client acknowledges that it becomes an independent data controller for any subsequent processing and assumes full responsibility for compliance with applicable data protection legislation, including the obligation to provide notice to data subjects in accordance with Articles 13 and 14 of the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR").

4. Service Levels and Availability

4.1. Hyperscout shall use commercially reasonable efforts to maintain Platform availability. No guarantee of uninterrupted or error-free operation is provided, and the Client acknowledges that the Service depends on third-party infrastructure, networks, and data providers over which Hyperscout exercises limited control.

4.2. Scheduled maintenance windows shall be communicated at least forty-eight (48) hours in advance where practicable. Hyperscout shall not be liable for any interruption arising from scheduled maintenance, emergency repairs, or third-party service failures. Where specific uptime commitments are agreed, they shall be documented in a separate Service Level Agreement annexed to the Subscription Order.

5. Fees, Payment, and Invoicing

5.1. The Client shall pay all fees specified in the Subscription Order in accordance with the payment schedule set out therein. Unless otherwise agreed, invoices are due within fourteen (14) calendar days of the invoice date. All amounts are stated exclusive of value-added tax (VAT) and any other applicable levies, which shall be charged at the prevailing rate.

5.2. Late payments shall accrue interest at the rate of 8% per annum above the base rate of the European Central Bank, calculated from the due date until the date of actual receipt, without prejudice to Hyperscout's right to claim additional compensation for collection costs. In the event of non-payment exceeding thirty (30) days, Hyperscout may suspend the Client's access to the Platform upon five (5) business days' written notice.

5.3. Fees for subsequent Subscription Periods may be adjusted by Hyperscout, provided that notice of any price increase is given at least sixty (60) calendar days before the commencement of the relevant renewal period. Should the Client not accept the revised pricing, it may elect not to renew in accordance with Section 11.

6. Refund Policy

6.1. Given the B2B nature of the Service, no statutory right of withdrawal applies. Directive 2011/83/EU on consumer rights and its implementation in Book 6, Section 2b of the Dutch Civil Code (Articles 6:230g through 6:230z BW) expressly apply only to contracts between traders and consumers; accordingly, the cooling-off period and withdrawal rights contained therein do not extend to the Client.

6.2. Notwithstanding the foregoing, the following refund conditions shall apply:

6.2.1. Service Non-Delivery: Should Hyperscout fail to activate the Client's account or provide access to the contracted Service within ten (10) business days of receipt of initial payment, and provided such delay is not caused by the Client's failure to supply required onboarding information, the Client shall be entitled to a full refund of all amounts paid for the initial Subscription Period. Claims under this paragraph must be submitted in writing within thirty (30) calendar days of the original payment date.

6.2.2. Material Deficiency: Where the Platform exhibits a material deficiency rendering the core matchmaking functionality substantially inoperable for a continuous period exceeding fifteen (15) business days, and Hyperscout has failed to remedy such deficiency within a reasonable cure period following written notification by the Client, the Client may request a pro rata refund corresponding to the period of unavailability. For the purposes of this paragraph, isolated interruptions, reduced performance, or the unavailability of ancillary features shall not constitute a material deficiency.

6.2.3. Exclusions: No refund shall be payable in respect of: (a) periods during which the Client's access was suspended due to non-payment or breach of these Terms; (b) data enrichment credits or contact data already delivered to the Client, as the nature of such digital deliverables precludes reversal; (c) any upgrade, add-on, or one-time consultancy fee where the corresponding service has been performed, in whole or in part; or (d) amounts paid by or through a Reseller, which shall be governed by the Reseller's own refund arrangements.

6.2.4. Procedure: Refund requests shall be directed in writing to contact@hyperscout.io and shall include the Client's account identifier, the Subscription Order reference, and a detailed description of the grounds for the request. Hyperscout shall acknowledge receipt within five (5) business days and shall communicate its decision within twenty (20) business days. Approved refunds shall be processed within thirty (30) calendar days of the decision, using the original payment method unless otherwise agreed.

7. Intellectual Property and Copyright

7.1. All intellectual property rights in and to the Platform, including but not limited to the source code, algorithms, visual design, user interface elements, documentation, and trade marks, are and shall remain the exclusive property of Hyperscout. Nothing in these Terms shall be construed as granting the Client any licence, title, or interest in such rights beyond the limited right of use conferred by Section 3.1.

7.2. The Client retains ownership of any data it uploads to the Platform, including lookbook materials, brand profiles, and preference settings. By uploading such data, the Client grants Hyperscout a non-exclusive, worldwide, royalty-free licence to use, store, reproduce, and process that data solely for the purpose of delivering the Service and improving Platform functionality.

8. Database Rights and Protection of Retailer DNA Outputs

8.1. The Retailer DNA Outputs constitute a database within the meaning of Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as implemented in the Netherlands by the Databankenwet (Dutch Databases Act). Hyperscout asserts both copyright protection, to the extent that the selection and arrangement of the database contents reflect its own intellectual creation, and sui generis database rights arising from the substantial investment in obtaining, verifying, and presenting the data contained therein.

8.2. The Client shall not extract and/or re-utilise the whole or a substantial part of the contents of the Retailer DNA Outputs, whether by volume or significance, nor engage in the repeated and systematic extraction and/or re-utilisation of insubstantial parts in a manner that conflicts with the normal exploitation of the database or unreasonably prejudices the legitimate interests of Hyperscout, in accordance with Articles 7 and 8 of Directive 96/9/EC.

8.3. Any third party that believes its intellectual property rights have been infringed by content appearing on the Platform may submit a written complaint to contact@hyperscout.io, specifying the material in question, the basis for the claimed right, and sufficient evidence of ownership. Hyperscout shall review all such complaints within fifteen (15) business days and, where the claim is substantiated, shall take appropriate corrective action, which may include removal or disabling of the relevant content.

8.4. The Client may not reproduce, redistribute, or publicly communicate the Retailer DNA Outputs or any derivative thereof, except for the Client's own internal business evaluation and decision-making. Bulk export, republication, or commercial redistribution requires Hyperscout's prior written authorisation and may be subject to a separate licensing arrangement.

9. Limitation of Liability

9.1. To the maximum extent permitted by Dutch law, including Articles 6:233 and 6:248 BW, the aggregate liability of Hyperscout under or in connection with the Agreement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Client to Hyperscout during the twelve (12) months immediately preceding the event giving rise to the claim.

9.2. Hyperscout shall not be liable for any indirect, incidental, special, or consequential damages, including, without limitation, loss of profits, loss of revenue, loss of data, business interruption, reputational harm, or loss of anticipated savings, regardless of whether such damages were foreseeable or whether Hyperscout was advised of their possibility.

9.3. The exclusions set forth in Section 9.2 shall not apply to damages resulting from: (a) Hyperscout's wilful misconduct (opzet) or deliberate recklessness (bewuste roekeloosheid); (b) death or personal injury caused by Hyperscout's negligence; or (c) any liability that cannot be excluded or limited under mandatory provisions of Dutch law.

9.4. The Client acknowledges that Retailer DNA Outputs and enriched buyer contact data are provided on an "as is" basis and derived from third-party sources, publicly available information, and algorithmic inference. Hyperscout does not warrant the accuracy, completeness, or fitness for any particular purpose of such outputs, and the Client assumes sole responsibility for any commercial decisions based thereon.

10. Confidentiality

10.1. Each Party shall treat as confidential all Confidential Information received from the other Party and shall not disclose such information to any third party without the disclosing Party's prior written consent, except: (a) to its employees, advisors, or subcontractors who need to know for the purposes of the Agreement and who are bound by equivalent confidentiality obligations; (b) as required by applicable law, regulation, or order of a competent court or authority; or (c) to the extent that the information is or becomes publicly available through no fault of the receiving Party.

10.2. Obligations under this Section shall survive the termination or expiry of the Agreement for a period of three (3) years.

11. Term, Termination, and Consequences

11.1. The Agreement shall commence on the date the Client's account is activated and shall continue for the Subscription Period specified in the applicable Subscription Order. Unless the Client or Hyperscout provides written notice of non-renewal at least thirty (30) calendar days before the expiry of the then-current Subscription Period, the Agreement shall automatically renew for successive periods of equal length.

11.2. Either Party may terminate the Agreement with immediate effect by written notice if the other Party: (a) commits a material breach of these Terms and fails to remedy such breach within fifteen (15) business days following written notice specifying the breach; (b) becomes insolvent, enters bankruptcy or moratorium proceedings (surseance van betaling), or is subject to comparable proceedings under any jurisdiction; or (c) ceases or threatens to cease carrying on its business.

11.3. Upon termination for any reason: (a) the Client's right to access the Platform shall cease immediately; (b) any outstanding fees shall become due and payable forthwith; (c) each Party shall return or destroy all Confidential Information of the other Party, and shall certify such return or destruction in writing upon request; and (d) Hyperscout shall delete or anonymise the Client's personal data in accordance with the applicable data protection provisions, subject to any retention obligations imposed by law.

12. Data Protection

12.1. To the extent that Hyperscout processes personal data on behalf of the Client, the Parties shall execute a Data Processing Agreement in accordance with Article 28 GDPR. Where Hyperscout acts as an independent controller for certain processing activities, including the compilation of retailer profiles and the generation of Retailer DNA Outputs, the processing shall be governed by Hyperscout's Privacy Policy, available at https://www.hyperscout.io/privacy.

12.2. The Client warrants that its use of personal data obtained through the Platform complies with all applicable data protection laws, and the Client shall indemnify Hyperscout against any claims, fines, or losses arising from the Client's non-compliance.

13. Force Majeure

13.1. Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement where such failure or delay results from circumstances beyond its reasonable control ("Force Majeure"), including, without limitation, natural disasters, pandemics, acts of government, armed conflict, cyber-attacks, failure of third-party telecommunications networks, or disruption of essential utilities. The affected Party shall notify the other Party without undue delay and shall use reasonable efforts to mitigate the effects. Should the Force Majeure event persist for more than ninety (90) consecutive calendar days, either Party may terminate the Agreement upon written notice, with no liability other than payment for Services already delivered.

14. Dispute Resolution and Governing Law

14.1. These Terms, and any non-contractual obligations arising out of or in connection therewith, shall be governed by and construed in accordance with the laws of the Netherlands. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.2. Any dispute arising from or in connection with the Agreement that cannot be resolved amicably within thirty (30) calendar days from the date on which one Party notified the other of the dispute shall be submitted exclusively to the competent court of The Hague, the Netherlands.

14.3. The European Online Dispute Resolution platform, previously established under Regulation (EU) No 524/2013, has been permanently discontinued as of 20 July 2025, following the entry into force of Regulation (EU) 2024/3228 of the European Parliament and of the Council of 19 December 2024. Accordingly, no reference to or reliance upon that platform is available, and neither Party shall be obligated to participate in consumer dispute resolution proceedings in respect of services rendered under these Terms, given the exclusively B2B character of the contractual relationship.

15. Miscellaneous Provisions

15.1. Severability: Should any provision of these Terms be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves, as closely as possible, the economic and commercial intent of the original.

15.2. Assignment: The Client may not assign or transfer any rights or obligations under the Agreement without Hyperscout's prior written consent. Hyperscout may assign the Agreement, in whole or in part, to any affiliate or to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to the Client.

15.3. Waiver: No failure or delay by either Party in exercising any right under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right.

15.4. Entire Agreement: These Terms, together with the applicable Subscription Order, any Data Processing Agreement, and any annexes expressly incorporated by reference, constitute the entire agreement between the Parties with respect to their subject matter, superseding all prior and contemporaneous negotiations, representations, and understandings, whether oral or written.

15.5. Notices: All notices required or permitted under the Agreement shall be in writing and shall be deemed duly given when sent by email to the addresses registered in the Client's account (for notices to the Client) and to contact@hyperscout.io (for notices to Hyperscout), provided that formal termination notices shall additionally be confirmed by registered post.

15.6. Language: These Terms have been drafted in the English language. In the event of any translation, the English version shall prevail.

Contact Information

Hyperscout

Bazarstraat 44, The Hague, the Netherlands

Email: contact@hyperscout.io

Website: https://www.hyperscout.io