General Terms and Conditions

1. Scope and Subject Matter of the Contract

1.1 These General Terms and Conditions ("GTC") govern the use of the web-based software platform INNOptimizer® ("Platform") operated by SynSilico B.V.

1.2 The software is used for the data-driven optimisation of experimental research and development processes through the application of Bayesian optimisation algorithms ("Bayesian Optimisation").

1.3 The services are intended exclusively for companies, research institutions, universities, and other legal entities within the meaning of Dutch and European commercial law (B2B).

1.4 Consumers within the meaning of the EU Consumer Protection Directives are excluded from use.

1.5 Any deviating, conflicting, or supplementary terms and conditions of the user shall not become part of the contract unless SynSilico expressly agrees to their validity in writing.

2. Description of Services

2.1 SynSilico provides the user with online access to the INNOptimizer® software as Software-as-a-Service (SaaS) via the Internet.

2.2 The scope of services includes, among other things:

• Mathematical-statistical optimisation algorithms based on Bayesian models
• Analysis and visualisation tools for displaying parameter and result spaces
• Management and storage of experimental data, models, and projects
• API interfaces and export functions
• Optional support and update services

2.3 The software can be used by multiple authorised users (team accounts), provided this has been contractually agreed.

2.4 INNOptimizer® is intended to support scientific processes but does not replace independent experimental, analytical, or regulatory evaluation by the user.

2.5 SynSilico does not owe any specific research results but only provides a tool that enables data-driven decision-making.

3. Registration, Conclusion of Contract and Access

3.1 Use requires online registration and the creation of a user account. The registration form must be completed fully and truthfully.

3.2 The contract is concluded upon confirmation of registration or provision of access by SynSilico. In the case of paid accounts, the offer is deemed accepted upon completion of the payment process, unless SynSilico objects within 3 working days.

3.3 Access data must be treated as confidential. Disclosure to third parties is not permitted.

3.4 SynSilico is entitled to temporarily block access if necessary for security, maintenance, or misuse reasons.

3.5 The user is obliged to provide the technical infrastructure (internet connection, browser, operating system, etc.) required to access the platform.

4. Rights of Use

4.1 SynSilico grants the user a simple, non-transferable, non-sublicensable right to use INNOptimizer® for the duration of the contract.

4.2 The right of use includes access and use via the provided web interface or API within the scope of the agreed functionality.

4.3 Any use outside the contractually defined purpose, in particular reverse engineering, decompilation, reproduction, modification, or distribution of the software, is prohibited.

4.4 SynSilico reserves all rights to code, algorithms, databases, user interfaces, and documentation.

4.5 The software may not be used to develop competing products or create derivative works.

5. Obligations of the User

5.1 The user is responsible for all input data, results, and content that they enter into or generate with the software.

5.2 The user shall ensure that no data is uploaded that infringes the rights of third parties or violates legal regulations. The posting of the following content is prohibited:

• Untruths, insults, discrimination, or other illegal or immoral content
• Content that infringes copyright, patent, trademark, or other property rights
• Malicious software or links to such content
• Advertising or commercial content without express permission

5.3 The user undertakes not to misuse the service, in particular not to store or process personal data without a legal basis.

5.4 The user must immediately inform SynSilico of any suspected security incidents, unauthorised access, or misuse.

5.5 SynSilico is entitled to temporarily or permanently block the user's access in the event of violations.

6. Availability, Maintenance and Support

6.1 SynSilico guarantees an average annual availability of the platform of 98%.

6.2 Scheduled maintenance work will be carried out outside normal business hours wherever possible.

6.3 SynSilico is entitled to change or expand functions, provided this does not unreasonably affect the user.

6.4 Support services (technical or specialist) shall only be provided if expressly agreed.

6.5 Events of force majeure (e.g., power failure, DDoS attacks, failure of Internet nodes) release SynSilico from its obligation to perform for the duration of the disruption.

7. Remuneration and Terms of Payment

7.1 Use is subject to payment of the licence fees specified in the contract or online offer.

7.2 Prices are net plus statutory value added tax.

7.3 Invoices are payable without deduction within 14 days of the invoice date.

7.4 In the event of late payment, access to the platform may be blocked until the outstanding amount has been settled.

7.5 SynSilico may adjust prices for long-term contracts with 60 days' notice.

8. Liability and Warranty

8.1 SynSilico shall be liable without limitation for intent and gross negligence.

8.2 In the case of simple negligence, SynSilico shall only be liable for damages resulting from the breach of essential contractual obligations and limited to foreseeable typical damage.

8.3 SynSilico assumes no liability for the accuracy or completeness of calculations, simulations, or predictions based on user-provided data.

8.4 Liability for indirect damage, loss of profit, or loss of data is excluded to the extent permitted by law.

8.5 SynSilico shall not be liable for damages caused by unauthorised use, incorrect entries, or external system errors.

9. Data Protection and Data Security

9.1 SynSilico processes personal data exclusively in accordance with the General Data Protection Regulation (GDPR), the Dutch Data Protection Act (AVG), and other relevant European legislation.

9.2 SynSilico collects, stores, and processes personal data only to the extent necessary for the provision, performance, or billing of the service.

9.3 Data will only be passed on to third parties if required by law or necessary for contract fulfilment (e.g., hosting, payment services).

9.4 SynSilico takes appropriate technical and organisational measures to ensure confidentiality, integrity, and availability of stored data.

9.5 The user remains responsible for the legality of all data processed or uploaded by them.

9.6 If personal data of third parties is processed, SynSilico shall conclude a Data Processing Agreement (Art. 28 GDPR) at the user's request.

9.7 Further details can be found in the Privacy Policy.

10. Intellectual Property and Property Rights

10.1 All rights to INNOptimizer®, including source code, algorithms, data models, user interfaces, designs, trademarks, logos, and documentation, remain exclusively with SynSilico.

10.2 The user does not acquire ownership rights but only the rights of use defined in these GTC.

10.3 The user may only use SynSilico's trademarks, logos, or labels with express written permission.

10.4 User data, models, and results remain the property of the user. However, SynSilico receives a simple, worldwide, royalty-free right of use for technical storage and processing within contract fulfilment.

10.5 SynSilico may use anonymised and aggregated usage data to improve the software, perform analyses, or develop new functions, provided no conclusions can be drawn about individual users.

10.6 If third parties violate SynSilico's rights or such an infringement is suspected, the user must inform SynSilico immediately.

11. Confidentiality

11.1 Both parties undertake to treat all confidential information disclosed during cooperation as strictly confidential and use it only for contract purposes.

11.2 Confidential information includes technical data, algorithms, business processes, strategies, customer lists, scientific results, and prototypes.

11.3 This obligation does not apply to information that:

a. was already lawfully known to the receiving party,

b. is generally accessible or becomes public without breach, or

c. must be disclosed due to a legal obligation.

11.4 The confidentiality obligation continues for five (5) years after contract termination.

11.5 Employees, subcontractors, and partners shall be bound to confidentiality in writing.

12. Term and Termination

12.1 Unless otherwise agreed, the contract is concluded for an indefinite period.

12.2 Both parties may terminate the contract with 30 days' notice to the end of the month, unless otherwise agreed.

12.3 The right to extraordinary termination for good cause remains unaffected. Such cause exists in particular if:

• The user violates essential contractual obligations
• The user is more than 30 days in arrears with payments
• Insolvency proceedings are opened against the assets of a party

12.4 All user accounts will be deactivated upon termination. At the user's request, SynSilico will provide an exportable copy of data within 30 days of termination.

12.5 After this period, SynSilico may permanently delete data unless legal retention obligations apply.

13. Applicable Law and Place of Jurisdiction

13.1 Dutch law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 The place of jurisdiction for all disputes is Limburg, the Netherlands.

13.3 SynSilico may also take legal action against the user at the user's company location.

13.4 Amendments or additions to these GTC must be made in writing. This also applies to any waiver of the written form requirement.

13.5 Should any provision be or become invalid, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with one that best achieves the original economic intent.

14. Final Provisions

14.1 These GTC, together with the individual user agreement, constitute the entire agreement between SynSilico and the user.

14.2 Subsidiary agreements, assurances, or deviations must be made in writing.

14.3 SynSilico may amend these GTC if the changes are reasonable for the user. Users will be notified of significant amendments at least 30 days before they take effect.

14.4 Continued use of the software after amendments take effect constitutes acceptance of the new terms.