Legal information

General Terms and Conditions

Last updated: 16 December 2025

1. Preamble and Applicability

1.1 Prepr offers SaaS-based services (the "Service" or "Services"), which are operated by Prepr. The Service includes a cloud-based Content Management System ("CMS" or "Prepr CMS") that allows users to upload, manage, publish, and personalize content by using Prepr CMS web interface and Prepr APIs and to integrate the CMS with other systems by using Prepr APIs. These terms are a fundamental part of any agreement between any Customer and Prepr and any user registered on www.prepr.io. These General Terms and Conditions ("Terms", "GTC") define the relationship between Prepr B.V. ("Prepr CMS"), registered at the Chamber of Commerce in Amsterdam under nr: 54506034, and its Customers.

1.2 These terms apply to everyone using our Services. By clicking "Continue to payment" or "Create free account" or using our Services, you agree to these terms. Please read them carefully. If you disagree with any part, you cannot use the Service. By accepting these GTC, you also acknowledge understanding our privacy policy and related agreements. Non-compliance may result in suspension or termination of access and potential legal action. We may update these GTC at any time, and your continued use signifies acceptance of any changes. If you do not agree to the updated terms, stop using the Services immediately.

2. Definitions

2.1 "Account" is a registered user with a unique e-mail address or Single-Sign-On (SSO) who can manage one or multiple environments.

2.2 "Billing cycle" refers to the specific period of time that is covered by a single invoice issued by Prepr to the Customer. This is the duration during which the Customer uses the services provided by Prepr. The charges for the services based on subscription are billed at the beginning of the Billing cycle. The charges for the services with variable usage are recorded and compiled. At the end of every monthly cycle, an invoice is generated and sent to the Customer detailing the charges incurred for the services used during that month.

2.3 "CMS" or "Prepr CMS" stands for the cloud-based Content Management System.

2.4 "Community Plan". A free plan for developers and freelancers starting out in Prepr.

2.5 "Flexible Plan". A paid plan in the range small, medium and large for smaller projects to advanced digital platforms or all other non-enterprise paid plans.

2.6 "Enterprise Plan". A paid customizable plan for larger projects with specific needs.

2.7 "Customer" refers to an organization with a legal identity who has a legally binding agreement with Prepr for using the Services.

2.8 “Customer content” is the content that the Customer uploads, manages, and publishes by using the Services.

2.9 "Documentation" refers to the printed or digital instructions, online help files, technical guides, and user manuals that help you use the Services of Prepr. The docs can be found on https://docs.prepr.io/.

2.10 “Environments” means a content repository with its own models, components, datasources, assets and accounts.

2.11 “Organization Environment” means a metadata environment with its own models, components, datasources, accounts and roles.

2.12 "Public Holidays": New Year's Day, Easter Sunday and Easter Monday, Ascension Day, Whit Sunday and Monday, Christmas Day and Boxing Day, the Dutch King's Birthday (April 27th) and any other public holidays agreed by the parties.

2.13 "Order form" pertains to the written documentation that specifically contains the important commercial details involved in the agreement established between the parties concerned. This document is crucial because it not only lays out the specifics of the agreement but also serves as a tangible record that can be referred back to should there be any discrepancies or misunderstandings about the terms of the agreement.

2.14 “Registration” means the full process of a Customer providing necessary information about his identity and confirmation as requested during the Account creation process for the use of the Services of Prepr CMS.

2.15 “Self-service-subscription” means a subscription made by Customers who are subscribing to Services of Prepr CMS via the self-service-checkout of Prepr CMS.

2.16 “Service” or “Services” or "Prepr Services" refers to the SaaS-based Content Management System, the APIs the Documentation, updates or upgrades provided by Prepr.

2.17 "Service Level", in the range self-service, basic, premium and enterprise representing the level of service the Customer has chosen for the use of the Service.

2.18 "SLA", an optional custom Service Level Agreement for Enterprise Customers with an Enterprise Plan.

2.19 "Subscription" refers to the use of the Prepr services based on the Flexible Plan through a recurring payment period with automatic renewal.

2.20 "Enterprise Subscription" refers to the use of the Prepr services based on an Enterprise Plan through a recurring payment period with automatic renewal.

2.21 “User” means any person using the Services of Prepr and registered on prepr.io.

2.22 "Support": Continuous Service consisting of providing users of the Customer with information relating to the use of the Services as well as the opportunity to send Incident Reports.

2.23 "Weekend": the period between Friday 5:00 pm and Monday 8:30 AM in Central European Time (CET)

2.24 "Working Days": All calendar days with the exception of Weekends and Public Holidays.

2.25 "Working Hours": Hours on Working Days between 8:30 am and 5:00 pm in Central European Time (CET).

2.26 “Third-Party App” refers to a software application developed by an entity other than Prepr as the primary SaaS provider and integrated with Prepr CMS. Prepr does not have any liability for this application.

3. Contract Formation

3.1 In order to form a legally binding contract, an explicit Order form must be provided and agreed upon by all parties involved. This ensures clarity and certainty regarding the terms and conditions of the agreement. Without such explicit documentation, the contract cannot be considered legally effective or enforceable. Therefore, it is crucial for all parties to thoroughly review and acknowledge the contents of the Order form before proceeding with any contractual obligations.

3.2 Prepr's offers are non-binding unless explicitly designated as such. This means that unless an offer explicitly states that it is binding, it should not be considered as such.

3.3 The details shared by our team, whether on our website, in marketing materials, or in response to Customer inquiries such as requests for proposals or specifications, are not legally binding. They only become part of a contract if explicitly referenced in the Order form. Agreements not listed on the Order form are not valid.

3.4 Prepr may decide not to provide services if the package of services the client uses is not proportionate to the scale, complexity, and security risks of the client’s digital platform. In such cases, Prepr may require the purchase of an appropriate Service Level or impose additional conditions.

4. Pricing

4.1 All prices are non-binding and exclusive of VAT unless stated otherwise. Prepr may modify the subscription fees at any time. Changes will take effect at the end of the current contract period, with new prices applied to the next period. If the subscription volume decreases from the prior term, the renewal will be re-priced based on the new volume, regardless of the previous term's per-unit pricing. Renewal prices will be based on Prepr's actual standard list price at the time of renewal, not on promotional or one-time prices unless expressly agreed otherwise.

4.2 Prepr will charge subscription fees, additional usage fees, and other fees or prices based on the Customer’s actual usage of Prepr Services or as set forth in the Order form.

4.3 The subscription contract period will be as indicated in the Order form. The Customer is obligated to pay the subscription fees specified in the Order form. The prices agreed upon in the Order form are binding for the contract period.

4.4 Unless otherwise agreed, any Subscription will automatically renew for the same term as in the Order form. To prevent renewal, the Customer must notify Prepr in writing (to [email protected]) at least thirty (30) days before the current term ends. If the Customer fails to do so, the subscription or contract will automatically renew under the same conditions. This renewal will be considered a consecutive contract period.

4.5 Unless otherwise agreed, any Enterprise Subscription will automatically renew for the same term as in the Order form. To prevent renewal, the Customer must notify Prepr in writing (to [email protected]) at least ninety (90) days before the current term ends. If the Customer fails to do so, the Enterprise Subscription or contract will automatically renew under the same conditions. This renewal will be considered a consecutive contract period.

4.6 If a Customer wishes to change, upgrade or expand the Services as specified in the Order form, the actual standard list price will be applied to all Services. Changes will take effect at the end of the current contract period, with new prices applied to the next period.

4.7 There will be no refund of paid subscription fees.

4.8 The Customer must not engage in any activities that could harm or undermine Prepr’s reputation or business interests. This includes but is not limited to unauthorized modifications, distribution, or exploitation of Prepr's services and intellectual property. Any violation of these terms may result in legal action and termination of the Customer's access to Services.

5. Services

5.1 The Services will be provided by Prepr in accordance with the specifications outlined in the Order form. Prepr is committed to delivering the Services diligently and with adequate care, ensuring that they meet the agreed-upon standards and requirements. Prepr's efforts will be directed towards maintaining a high level of service quality, reliability, and responsiveness, aiming to fulfill the Customer's expectations and contractual obligations. Despite this commitment, the Customer acknowledges that the Services are offered in their current state ("as is"), and Prepr is not liable for any unforeseen issues or defects that may arise during the course of providing these Services.

5.2 Prepr offers the Service in its current state ("as is"), with no guarantee of future updates. The Customer accepts and uses the Service at their own risk, and Prepr is not responsible for any issues, defects, or damages that may arise from its use. The Service is provided without any guarantees, warranties, or representations regarding its quality, performance, or suitability for a particular purpose. Prepr does not guarantee that the Services or Third-Party apps will be compatible with the software, hardware, or IT environment used by the Customer.

5.3 Prepr reserves the right to partially or completely suspend the Service if the security of Prepr or the security of a Customer is at risk. This action may be taken to protect the integrity of the system, prevent unauthorized access, or mitigate potential security threats that could compromise sensitive data or operational functionality. In such cases, Prepr will promptly inform the Customer about the suspension and the reasons behind this decision. The suspension of Service, while necessary for security purposes, does not entitle the Customer to any claims or compensation against Prepr. This measure is considered a critical response to ensure the safety and security of all parties involved and to prevent further risks. Prepr will work diligently to resolve the security issues as quickly as possible to minimize disruption and restore normal service operations. However, the primary focus during such events is on maintaining the overall security and integrity of the Prepr platform and its users.

5.4 The Services will be made available to the Customer according to the Service Level. The enterprise Service Level is delivered an availability of 99,9 % uptime yearly average. The premium Service Level is delivered an availability of 99 % uptime yearly average.

5.5 Prepr strives to avoid changes to the Prepr APIs or Prepr Services that are not backwards compatible. However, Prepr may still change, deprecate, or republish APIs for any of its Services. In such cases, Prepr will provide a notification at least thirty (30) days in advance before taking down an existing API version. It is the sole responsibility of the Customer to update their software applications or websites accordingly.

5.6 If an update causes a modification that is commercially unreasonable for the Customer, they have the right to terminate the contract according to section 12 (termination). The Customer waives all rights to compensation and other claims related to this.

5.7 Our Services may include links to third-party websites or services that are not owned or controlled by Prepr. Prepr has no control over and is not responsible for the content, privacy policies, or practices of these third-party sites or services.

5.8 The Customer agrees that Prepr is not liable for any damage or loss caused by using or relying on content, goods, or services available through third-party websites or services.

5.9 Prepr does not guarantee that the Services are free from bugs or flaws.

5.10 Prepr reserves the right to refuse to provide services if the general interest of Prepr is at stake.

6. Services Utilization

6.1 Once the Customer accepts the GTC, they can register for a Prepr account to access all Services. Registration requires providing necessary information in the signup form, including a valid email address. The Customer must maintain a valid email address while using Prepr’s services.

6.2 Once the Customer provides their data and clicks "save," Prepr will send a confirmation email. Registration will be accepted by granting access to Prepr Services.

6.3 Upon subscribing to our services, the Customer will get a fixed-term, worldwide, non-exclusive, royalty-free (after full payment), and non-transferable license to use Prepr Services. This license is for the functions specified in the documentation (https://docs.prepr.io/) and comes with certain limitations and restrictions (https://prepr.io/pricing). Prepr Services require a valid account, which cannot be shared by multiple users.

6.4 The Customer is responsible for:

  • Complying with applicable laws, including intellectual property rights, unfair competition rights, and personal rights of third parties;
  • Adhering to data protection obligations;
  • Using and following the Documentation provided by Prepr;
  • Using the current version of the APIs;
  • Backing up any data and information used in relation to the Services;
  • The use of Prepr Services through the account;
  • Ensuring the accuracy, legality, and integrity of the Customer content.

6.5 Prepr reserves the right to immediately suspend the account, environment(s), and/or the Customer’s access to the Prepr Services without prior notice in the event of any infringement or misuse of the Prepr Services, even if not the Customer's fault, or any violation of terms, contracts between the Customer and Prepr, or applicable laws.

6.6 The Customer agrees not to share their password and is responsible for protecting their password and account access data. They must notify Prepr immediately if they suspect or become aware of any security breach or unauthorized account use.

6.7 Each Prepr environment is to be used for a project within and for the Customer and/or its subsidiary or affiliated companies. The Customer is prohibited from acting as a reseller for Prepr. With the exception of official Prepr implementation partners. They retain the right to 'market, sublicense, distribute and sell' the Prepr license they purchase as part of their own services in the event of resale.

6.8 Regardless of the pricing plan, we reserve the right to take corrective action, including but not limited to the throttling of the service API for short periods when the stability of the system is at risk.

7. Billing and Payment

7.1 The Customer must provide Prepr with accurate and complete billing information, including company name, billing address, contact person's full name, address, state, zip code, country, telephone number, email address for billing, relevant project codes and VAT (or equivalent) number.

7.2 Unless otherwise agreed, invoices must be paid annually in advance, without any charges or deductions, within 30 days of the invoice date. Payments are considered made only when the money is received in Prepr's bank account. Payment is due as specified in the Order form.

7.3 If the Customer defaults on payment, Prepr shall be entitled to demand immediate payment of all outstanding invoices for Prepr's Services. In addition, prepayment for future Services may be demanded. Any counterclaim by the Customer can only be set off if it is uncontested or has been recognized by a declaratory judgment.

7.4 If the Customer defaults on payments, Prepr may charge additional fees. The Customer must reimburse any costs related to dunning and collection agencies.

7.5 If the Customer is in arrears or exceeds prepaid usage limits, Prepr may block access to the account. With 14 days' notice, Prepr can also suspend the account. Other rights and remedies are expressly reserved. Prepr is not liable for any damage, loss, data loss, profit loss, or other negative consequences resulting from blocking or suspending the account as per this provision.

7.6 All prices exclude taxes. The Customer must pay the taxes stated on the invoice and cannot withhold any taxes from amounts due. Prepr is not responsible for taxes based on the Customer’s net income or taxes from the Customer’s consumption of goods and services. Prepr is also not responsible for any other taxes, assessments, duties, permits, tariffs, fees, or charges. Prepr reserves the right to contest tax determinations by the authorities.

8. Community Plan

8.1 This section applies solely to Community Plan. If any rule in this section conflicts with other parts of these GTC, this section takes precedence. A free Community Plan may be provided by Prepr. To sign up for the Community Plan, the Customer may need to provide billing information. However, Prepr will not charge the Customer without their consent. The Community Plan has hard limits on usage, such as asset storage, bandwidth, API requests, and MAU. To remove these limits, a paid plan is required.

8.2 Prepr reserves the right to (i) modify the terms and conditions of the free Community Plan or (ii) cancel the Community Plan at any time, without notice. This means that Prepr can change the rules or discontinue the free plan whenever they see fit. Customers should be aware that these modifications or cancellations can occur suddenly and without prior warning, potentially affecting their access to services and resources provided under the Community Plan. Such changes may include alterations to usage limits, available features, or eligibility requirements. Therefore, it is advisable for Customers to stay informed about any updates to the plan and consider transitioning to a paid plan if they require guaranteed stability and continuity of services.

8.3 The Customer acknowledges that their data can be deleted at any time and is responsible for backing it up. Prepr is not liable for any damage caused by the loss of data or information.

8.4 Prepr is not liable for any damages related to the free Community Plans and does not guarantee any specific results or performance.

9. Self Service

9.1 This section applies solely to self service. If any rule in this section conflicts with other parts of these GTC, this section takes precedence. Prepr Services are accessible through self service. Customers who subscribe via the self-service checkout at prepr.io are classified as self-service Customers. This section applies solely to them. If any rule in this section conflicts with other parts of these GTC, this section takes precedence.

9.2 The Customer can choose a monthly or yearly subscription period, which will set the Billing cycle. The Customer is then obligated to pay the subscription fees as specified in the subscription process.

9.3 The Customer must provide accurate billing information, including company name, contact person’s full name, address, state, zip code, country, phone number, email, VAT (or equivalent) number, and payment details. By providing this information, the Customer authorizes Prepr to charge all subscription fees to the provided payment method. Incorrect or incomplete information may result in additional charges for the Customer. For the Customer's subscription payment, a valid payment method, such as a credit card, is required.

9.4 A contract becomes legally effective and binding when the Customer makes their first subscription payment. Customers are billed in advance on a recurring basis, with the Billing cycle depending on the subscription plan chosen.

9.5 Any specified subscription period will automatically renew for the same duration unless the Customer cancels at least 30 days before the current Billing cycle ends. If not canceled, the subscription or contract will renew under the same conditions.

9.6 If automatic billing fails for any reason, Prepr will block access to the account and send an email instructing the Customer to add a valid payment method by a specified deadline.

9.7 The Customer allows Prepr to use them as a reference for free on the website, in online or print media, and on social media platforms. Additionally, Prepr may issue a press release about the Customer's selection of the service, with the content decided by Prepr. For advertising and marketing purposes, Prepr may use the Customer's name, logo, and trademarks.

9.8 Prepr may change the subscription fees at any time. Any fee changes will take effect at the end of the current Billing cycle, with the new prices applying from the next cycle. By continuing to use Prepr Services after the change, the Customer agrees to the new subscription fee.

9.9 Prepr will provide its Services corresponding with the chosen Service Level.

9.10 By continuing to access or use our Service after those revisions become effective, the Customer agrees to be bound by the revised terms. If the Customer does not agree to the new terms, the Customer should stop using the Service.

9.11 Prepr reserves the right to modify or replace these GTC at any time, at its sole judgment. If a significant change is made, we will try to provide at least 30 days' notice before the new terms take effect. Prepr will determine what constitutes a significant change.

9.12 Termination of services or the Customer's account can be carried out by sending an email to [email protected] with a request for termination. If the Customer has agreed to use Prepr Services indefinitely, either party may terminate the contract in writing at the end of any agreed-upon billing period.

10. Intellectual Property

10.1 The Services, trademarks, trade names, service marks, and logos of Prepr, whether registered or unregistered, are protected by law. These trademarks and proprietary rights cannot be used in connection with any product or service without Prepr's prior written consent. This protection ensures that the intellectual property of Prepr is safeguarded from unauthorized use, which includes but is not limited to, licensing, publishing, renting out, making available to others via networks, or offering the Service in any other manner, even in separate elements. Furthermore, the Customer is explicitly prohibited from decompiling, reverse engineering, or otherwise attempting to derive the source code of the Services offered by Prepr. This prohibition ensures that the proprietary technology and methodologies employed by Prepr remain confidential and protected from unauthorized access and use. By adhering to these restrictions, the Customer agrees to respect Prepr's intellectual property rights and contribute to maintaining the integrity and security of the Services provided.

10.2 The Services of Prepr, including all documentation, content, features, and functionality, are the exclusive property of Prepr or its licensors. This covers software, design, text, graphics, images, videos, information, applications, tools, and other files, all protected by intellectual property laws. Prepr retains full ownership and control. Customers and third parties have no rights to Prepr's intellectual property unless explicitly stated in writing. Unauthorized use, reproduction, or distribution is prohibited and may lead to legal action. Prepr's rights include any updates, enhancements, or improvements, which remain protected and exclusive. Customers must respect these rights and avoid infringing on Prepr's intellectual property. By using Prepr’s Services, Customers agree to uphold these proprietary rights and comply with the terms. Violations may result in termination of access and legal action to protect Prepr's interests.

10.3 Customer grants Prepr a non-exclusive, free and, within the framework of the agreement, unlimited right of use for the duration of the contract to use the Customer’s contents; this is restricted to the purpose of the proper fulfillment of the Services.

11.1 If you believe that your copyrighted work is being infringed through the Service of Prepr and you are a copyright owner or authorized to act on behalf of one, you must send a written notice to "Copyright Infringement" at [email protected]. Your notice should include a detailed description of the alleged infringement. Be aware that you may be held responsible for damages (including costs and attorney fees) if you falsely claim that content is infringing your copyright.

11.2 The Customer is solely responsible for ensuring the legality of the content they store and use. Prepr does not have any duties of care, protection, or warning regarding the content stored or used by the Customer. Therefore, the Customer guarantees that they have all corresponding rights to the content they store and use. In this regard, the Customer agrees to indemnify and hold Prepr harmless, including covering costs and attorney fees, against any actual or threatened claims, losses, liabilities, or similar issues arising from their content. It is our policy to respond to any claims that content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person. We take such claims seriously and will take appropriate action to address any allegations of intellectual property infringement. By using our Service, the Customer acknowledges their responsibility and agrees to protect Prepr from any legal repercussions related to their content.

11.3 Prepr guarantees that its Services do not infringe on any third-party intellectual property rights. Prepr respects the intellectual property rights of others and will indemnify and hold the Customer harmless against any actual or threatened claims, losses, or liabilities due to copyright infringement caused by Prepr.

12. Termination of Services

12.1 Upon termination, the Customer’s right to use the Services ends, and all fees are due immediately. The Customer must stop using the Services right away. Any use of the Services after termination will be considered an infringement of Prepr’s rights.

12.2 The agreement and use of Prepr Services terminate on the last day of the agreed term unless otherwise agreed (e.g., automatic renewal). Both parties can terminate the contract and use of Prepr Services immediately and without liability if the other party fails to comply with a major contract term, despite being given a reasonable grace period to correct the issue.

A. For Prepr, an important reason for termination is if the Customer breaches a major provision of the contract or these terms and fails to fix it within fifteen (15) days after written notification and request to do so.

B. For the Customer, an important reason for termination is if Prepr breaches a major provision of the contract or these terms and fails to fix it within fifteen (15) days after written notification and request to do so.

12.3 In case of termination no pre-paid fee whatsoever will be refunded. Any usage-based fees will be charged and calculated according to the actual usage. Calculations will be made on a monthly basis.

12.4 After the legally effective termination of the contract, Prepr will irrevocably delete the Customer content within 24 hours and any legal time limitations. Prepr will not be liable for any data loss.

13. References for Marketing

13.1 The Customer grants Prepr the right to use their corporate names, logos, and trademarks for advertising and marketing, following the Customer’s brand guidelines. Prepr must request and adhere to these guidelines. If deviations occur, the Customer will notify Prepr, who must correct them within one week.

13.2 Prepr may issue a press release announcing the Customer’s selection of the Service. The text of the press release will require the Customer’s prior written approval, which should not be unreasonably withheld or delayed.

13.3 The Customer grants Prepr the right to name them as a reference on the Prepr website and in online (social) or print media.

14. Confidentiality and Data Protection

14.1 Both parties are obliged to treat all data, information, and documents received in connection with the use of the Services as confidential and are committed to maintaining strict secrecy. This includes any technical, financial, business, or other sensitive information shared between the parties. Each party agrees not to disclose such information to any third party without the prior written consent of the other party, except as required by law. Additionally, both parties shall take all necessary precautions to protect the confidentiality of such information and shall ensure that their employees, agents, and subcontractors who have access to the information are also bound by these confidentiality obligations. This commitment to confidentiality will continue even after the termination of the agreement, ensuring that all sensitive information remains protected indefinitely.

14.2 Data protection is carried out in accordance with the General Data Protection Regulation (GDPR). Both parties are obliged to comply with the provisions of the GDPR, which includes ensuring that all personal data is processed lawfully, fairly, and transparently, and is collected for specified, explicit, and legitimate purposes. Both parties must also ensure that personal data is adequate, relevant, and limited to what is necessary in relation to the purposes for which it is processed. Furthermore, each party must implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes ensuring that any data processors engaged by either party also comply with GDPR requirements. In the event of a data breach, the Customer shall notify the relevant supervisory authority and, where applicable, the affected data subjects without undue delay, in accordance with GDPR guidelines. Each party must also facilitate and support the exercise of data subjects' rights, including the right to access, rectify, erase, restrict processing, data portability, and object to the processing of their personal data. Additionally, both parties shall maintain records of their data processing activities as required by GDPR and, upon request, make these records available to the supervisory authorities to demonstrate compliance. Any transfer of personal data to a third country or an international organization must be conducted in accordance with GDPR provisions to ensure an adequate level of data protection. By adhering to these obligations, both parties commit to upholding the highest standards of data protection and privacy, thereby fostering trust and confidence among data subjects whose personal data is being processed. This commitment ensures that data subjects can rely on both parties to handle their personal data responsibly and in accordance with all relevant legal requirements.

14.3 If the Customer suffers a Distributed-Denial-of-Service (DDoS) attack and becomes aware of this attack, or had the ability to become aware of it, that is clearly capable of overloading Prepr's system and/or enabling potential data theft, the Customer must refrain from any actions that could cause financial losses or data leaks. The Customer is obligated to take all reasonable steps to prevent such attacks from succeeding. Prepr is allowed to take all reasonable steps to prevent such attacks from succeeding. If the Customer was aware of such attacks and had the ability to prevent them but failed to act, the Customer will be held accountable for any resulting damage caused by this mishandling. This includes any financial losses or data breaches that could have been avoided had the Customer taken appropriate preventative measures. By accepting these responsibilities, the Customer acknowledges the importance of proactive behavior in safeguarding Prepr’s systems and data integrity. In the event of a DDoS attack or similar threat, the Customer must act swiftly and responsibly to mitigate any potential harm. Failure to do so will result in the Customer bearing full responsibility for any associated damages, highlighting the critical nature of cooperation and vigilance in maintaining the security and reliability of Prepr’s services.

14.4 The Customer confirms their knowledge and full applicability of the data processing agreement (insofar as it concerns the Customer), the Prepr’s privacy policy accessible at https://prepr.io/company/privacy and the Security & Compliance information in the Prepr documentation accessible at https://prepr.io/security-and-compliance. By acknowledging these documents and information, the Customer agrees to adhere to all the terms and conditions outlined within them.

15. Liability

15.1 Prepr shall only be liable for compensation for damages caused by its actions, or those of its directors, employees, partners, agents, suppliers, or affiliates, in connection with the Services, if such damages were the result of gross negligence or intentional misconduct. This means that for Prepr to be held responsible, it must be proven that the damage was not due to mere oversight or error, but rather a severe lack of care or a deliberate act. Any claims for compensation arising from ordinary negligence or unforeseen issues that do not meet the threshold of gross negligence or intent are excluded from liability.

15.2 In the event that Prepr is found liable for any reason, the total compensation will be limited to the subscription fee agreed upon for the current Billing cycle at the time the damage occurred. This compensation does not include costs related to professional services or usage-based charges (e.g., CDN bandwidth).

15.3 Under no circumstances will Prepr, or its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages. This includes, but is not limited to, loss of profits, data, use, goodwill, or other intangible losses resulting from (i) your access to or use of, or inability to access or use, the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use, or alteration of your transmissions or content. This applies whether the claim is based on warranty, contract, tort (including negligence), or any other legal theory, regardless of whether we have been informed of the possibility of such damages, and even if a remedy set forth herein is found to have failed its essential purpose.

15.4 Prepr shall not be liable to the Customer for any delay or failure to perform its obligations under this agreement if such delay or failure arises from causes beyond Prepr's reasonable control. These causes include, but are not limited to, natural disasters such as acts of God, floods, fires, and earthquakes, as well as loss of electricity or other essential utilities. Additionally, consequences arising from epidemic or pandemic crises, governmental actions, wars, acts of terrorism, labor disputes, strikes, and delays caused by the Customer in providing necessary resources, support, or fulfilling any other requirements under this agreement are also covered. In such situations, Prepr will make reasonable efforts to resume performance as soon as practicable under the circumstances.

15.5 Compensation will only be considered if Prepr is given detailed written notice of the damage or loss as soon as possible, and no later than six (6) weeks after it is discovered. The aggrieved Customer must prove gross negligence or intent to claim compensation.

16. Warranties

16.1 Prepr makes no warranties or guarantees regarding the suitability of the Service for any particular purpose. Prepr explicitly does not guarantee any commercial success or specific outcomes from the use of the Service. While we strive to provide high-quality and reliable services, we cannot promise that they will meet every individual need or result in specific business achievements. The Customer is responsible for determining if the Service fits their needs and expectations.

16.2 Prepr is a service provider that adheres to the latest industry standards, delivering our Services to the best of our ability. Prepr does not warrant that the Service will be uninterrupted, error-free, or fully functional at all times.

16.3 Prepr is not liable for any downtimes or breakdowns caused by maintenance, software updates, or circumstances beyond our control, such as technical problems from third-party providers or force majeure events. These interruptions may occur from time to time as part of the regular upkeep and improvement of the Services, and the Customer should anticipate and accept these potential disruptions. Technical changes and adjustments to the Services, which are necessary for their continued functionality and performance, are deemed pre-approved by the Customer. This means that Prepr may implement such changes without prior notification, and Customer is expected to accommodate these modifications as part of the Service usage agreement.

16.4 The warranty provided by Prepr is limited to defects that can be consistently reproduced. This means that Prepr will only address issues that can be demonstrated repeatedly under the same conditions, ensuring the problem is not an isolated incident and is verifiable. Furthermore, if technologically reasonable changes or updates to the Service result in incompatibilities with the Customer’s existing systems or applications, claims for compensation are excluded. These changes may include necessary updates, enhancements, or modifications aimed at improving the Service or complying with new technological standards. While Prepr endeavors to maintain a high level of compatibility, it is the Customer’s responsibility to ensure their systems are updated and compatible with these changes. As such, Prepr cannot be held liable for any issues or disruptions caused by these essential updates or modifications. The Customer should anticipate and accept that such changes are a part of the ongoing improvement process of the Service, and any resulting incompatibilities are not grounds for compensation claims. The responsibility for adapting to and integrating these updates lies with the Customer.

16.5 Damages caused by instructions not from Prepr, poor equipment, ignoring installation requirements and terms of use, incorrect use, or using unsuitable software or materials are not covered by the warranty.

16.6 The customer shall immediately provide detailed and written information if failures or errors of any kind occur, by describing the issue to the support team of Prepr by email to [email protected] or by the webform on https://prepr.io/support. If the Customer fails to do so, he may no longer assert any claims under warranty. Prepr will qualify the issue and try to fix errors and bugs as soon as we get knowledge.

16.7 The Customer must always demonstrate the existence of errors and defects by providing a detailed description of the issue. This should be supported with evidence such as screen recordings and/or screenshots.

16.8 Prepr may access the Customer's environments and conduct tests within these environments to debug the Prepr Services.

16.9 Prepr cannot guarantee the quality of any Third-party app and/or services. Prepr will not be liable for any Third-party app and/or services in any way.

17. Applicable Law and Jurisdiction

17.1 These GTC shall be governed and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

17.2 Dutch law will apply to all agreements concluded between Prepr and the Client.

17.3 All disputes arising from or related to the agreement between the parties, including but not limited to the interpretation, performance, termination, or non-compliance thereof, shall be exclusively submitted to the competent court in Amsterdam. This exclusive jurisdiction applies regardless of the nature of the dispute and encompasses all legal claims, both contractual and non-contractual. The parties acknowledge and accept the exclusive jurisdiction of the Court of Amsterdam and waive any objection to conducting proceedings in this court on the grounds of inappropriate or unsuitable forum. This article constitutes an essential part of the agreement between the parties and is considered a mutually binding arrangement regarding dispute resolution.