Terms of Use

These Terms of Use (the “Terms”) are a binding agreement between you and Metiva B.V., a company registered in the Netherlands (“Metiva”, “we”, “us”, or “our”). They govern your access to and use of the Metiva platform, websites, applications, and related services (together, the “Services”).

By accessing or using the Services, or by signing an order form or implementation agreement that references these Terms, you agree to be bound by them. If you are using the Services on behalf of a company or other organisation, you represent that you are authorised to bind that organisation, and “you” refers to that organisation. If you do not agree to these Terms, do not use the Services.

Where your use of the Services is also governed by a signed order form, implementation agreement, or data processing agreement (each an “Order”), that Order controls to the extent it conflicts with these Terms for the subject matter it covers.

• “Services”: the Metiva platform and all modules we make available to you, including messaging, CRM, deals, contracts, work management, invoicing, client reporting, and server-side attribution.
• “Implementation”: the one-time configuration and onboarding work by which we tailor the Services to your organisation.
• “Retainer”: the recurring monthly service fee covering hosting, maintained integrations, support, and ongoing operation of the Services.
• “Your Content”: data, files, and materials you or your end users submit to, or generate within, the Services.
• “End Users”: the people you authorise to access your Metiva workspace, such as your team members and, where applicable, your clients.

You must be at least 16 years old and able to form a binding contract to use the Services. Accounts are provisioned for named individuals; you are responsible for keeping login credentials confidential and for all activity that occurs under your accounts.

You agree to provide accurate registration information, to keep it up to date, and to notify us promptly of any unauthorised access to or use of your workspace. You may not share accounts, or let anyone use an account who is not authorised by you.

Metiva is delivered as a configured system rather than self-serve software: we implement and tailor the Services to how your organisation operates, then operate them for you under a monthly Retainer. The specific modules, scope, and timeline for your Implementation are set out in your Order.

We may improve, add, change, or remove features of the Services over time. Where a change materially reduces core functionality you rely on, we will use reasonable efforts to give you advance notice.

Fees consist of a one-time Implementation fee and a recurring monthly Retainer, as stated in your Order. Unless stated otherwise, fees are exclusive of VAT (BTW) and other applicable taxes, which you are responsible for.

• Invoices are payable within the period stated on the invoice or Order (by default, 30 days).
• The Retainer is a service fee for hosting, maintained integrations, support, and operation of the Services, not a licence to rent software.
• Late or failed payments may lead to suspension of the Services after reasonable written notice.
• Except where required by law or expressly stated in your Order, fees paid are non-refundable.

We grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes, subject to these Terms. You agree not to:

• Copy, resell, sublicense, rent, or otherwise commercialise the Services except as permitted in your Order;
• Reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Services, except to the extent this restriction is prohibited by law;
• Probe, scan, or test the vulnerability of the Services, or bypass or circumvent authentication, rate limits, or access controls;
• Use bots, scrapers, or automated means to access the Services outside of documented APIs;
• Upload malware, or transmit unlawful, infringing, deceptive, or harmful content;
• Use the Services to violate the privacy or intellectual-property rights of others, or to send unlawful marketing;
• Interfere with or place an unreasonable load on the Services or the infrastructure that runs them.

We may monitor use of the Services for security, fraud prevention, troubleshooting, and to verify compliance with these Terms, and may suspend access we reasonably believe violates them.

As between you and Metiva, you own Your Content and the data you collect through the Services. You grant us a limited licence to host, process, transmit, and display Your Content solely to provide, secure, and improve the Services for you, and as instructed by you through your use of the Services.

You are responsible for Your Content, including its accuracy and your right to collect and use it. You can export Your Content in a standard format during the term. We do not sell Your Content and do not use it to serve third-party advertising.

Where we process personal data on your behalf, we act as your processor and you act as the controller. Our processing is described in our Privacy Notice and, where applicable, in a Data Processing Agreement forming part of your Order. We process personal data in accordance with the EU General Data Protection Regulation (GDPR) and the Dutch implementing law (AVG).

You are responsible for having a lawful basis for the personal data you collect through the Services and for honouring the rights of your own contacts and end users.

The Services integrate with third-party products (for example ad platforms, accounting tools, and messaging channels). Those products are provided by the third parties and are governed by their own terms and privacy policies. We are not responsible for third-party products, their availability, or how they process your data, and your use of them is at your own risk.

The Services, including all software, design, documentation, and the Metiva name and logo, are owned by Metiva or its licensors and are protected by intellectual-property laws. Except for the limited rights expressly granted to you, no rights are transferred to you. You may not use the Metiva marks without our prior written consent.

If you send us feedback or suggestions, you grant us a perpetual, royalty-free right to use them to improve the Services, without obligation to you.

Each party may access the other's confidential information in connection with the Services. Each party agrees to protect the other's confidential information with reasonable care and to use it only to perform its obligations and exercise its rights under these Terms. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

We aim to keep the Services available and to provide support as described in your Order. Where your Order includes a service-level commitment, that commitment and its remedies are set out there. We may perform maintenance, and will use reasonable efforts to minimise disruption and to schedule planned maintenance outside peak hours.

We provide the Services with reasonable skill and care. Except as expressly stated in these Terms or your Order, and to the extent permitted by law, the Services are provided “as is” and “as available”, and we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that attribution and analytics data will be complete or accurate in every case.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services or these Terms, even if advised of the possibility.

To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid to Metiva for the Services in the twelve (12) months before the event giving rise to the liability. Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

You agree to defend and indemnify Metiva against third-party claims, losses, and reasonable costs arising from Your Content, your products or services, or your breach of these Terms or of applicable law, except to the extent caused by Metiva. We will notify you of the claim and reasonably cooperate in the defence.

These Terms apply for as long as you use the Services or as stated in your Order. Either party may terminate for material breach that remains uncured after reasonable written notice. Your Order sets out any minimum commitment period and notice required to cancel the Retainer.

On termination, your right to use the Services ends. For a limited period after termination we will make Your Content available for export; after that period we may delete it in the ordinary course. Terms that by their nature should survive termination (including fees owed, confidentiality, intellectual property, disclaimers, liability, and dispute resolution) will survive.

These Terms are governed by the laws of the Netherlands, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try in good faith to resolve any dispute informally by contacting each other. If a dispute cannot be resolved within a reasonable period, it will be submitted to the competent courts of the district of Amsterdam, the Netherlands, unless mandatory law provides otherwise. This does not prevent either party from seeking urgent injunctive relief.

We may update these Terms from time to time. If we make a material change, we will notify active customers (for example by email or in-product notice) and update the “last updated” date above. Your continued use of the Services after the change takes effect means you accept the updated Terms.

These Terms, together with your Order and the policies referenced in them, are the entire agreement between you and Metiva regarding the Services. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries.

Questions about these Terms can be sent to hello@metiva.io. Metiva B.V. is registered in the Netherlands; our Chamber of Commerce (KVK) and VAT details are available on request.