Terms of Service

Last updated: 25 May 2026 Effective date: 25 May 2026

These Terms govern your organisation's use of the Khairos AI Comply platform and related services. They are written in plain English on purpose — if something is unclear, email legal@khairos.ai and we'll explain.

Provider: MLG Projects, trading as Khairos AI ("Khairos", "we", "us") Address: Minckelersstraat 7B, 6211 GX Maastricht, Netherlands KvK: 94643342 · VAT: NL004552299B48 Contact: legal@khairos.ai

1. Definitions

• Customer — the legal entity that signs up for, or is named on the Order Form for, the Service.
• User — an individual authorised by the Customer to use the Service (typically an employee).
• Service — the Khairos AI Comply learning platform, training content, quizzes, certificates, audit workflows, policy templates, and any related software or content we make available.
• Order Form — a written or electronic order (including online checkout confirmation) referencing these Terms and setting commercial details (package, term, fees).
• Master Agreement — these Terms.
• DPA — the Data Processing Agreement at /legal/dpa, incorporated by reference.
• Subscription Term — the period during which the Customer has the right to use the Service, as set out in the Order Form.
• Documentation — the user-facing help articles, admin guides, and platform descriptions published by Khairos.
• Confidential Information — non-public information disclosed by one party to the other that is marked confidential, or that a reasonable person would understand to be confidential.

The masculine includes the feminine; singular includes plural. Article references are to the Dutch Civil Code (Burgerlijk Wetboek, "BW") and the EU AI Act (Regulation (EU) 2024/1689) unless otherwise stated.

2. The Service

Khairos provides:

• An online learning platform delivering AI literacy training aligned with Article 4 of the EU AI Act.
• Quizzes, scenario exercises, and certificates of completion.
• An audit framework (questionnaire, live audit call, written report).
• A customised AI Usage Policy and supporting documentation package.
• Ongoing tools-reference and update content during the Subscription Term.

What the Service is not. Khairos delivers educational content and software. The Service does not provide:

• Legal advice (see section 11).
• Statutory certification under the EU AI Act. A Khairos certificate of completion is evidence of training, not a regulatory approval.
• A guarantee of any particular regulatory outcome, audit result, or absence of enforcement action.

The Customer is solely responsible for how it applies the training, audit findings, and policy templates within its own organisation.

3. Subscription, Fees, and Renewal

3.1 Initial term. Subscriptions run for an initial term of twelve (12) months unless the Order Form states otherwise, starting on the date Khairos provisions the platform for the Customer.

3.2 Renewal. At the end of the initial term, the subscription renews automatically for successive twelve (12) month periods unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date. As a good-faith gesture (and beyond what B2B SaaS strictly requires), we will email the Customer's admin contact a renewal reminder at least sixty (60) days before each renewal date.

3.3 Fees. Fees are set out in the Order Form. Unless stated otherwise, fees are exclusive of VAT and payable within thirty (30) days of invoice date. Late payment accrues statutory commercial interest under Article 6:119a BW.

3.4 Price changes. Khairos may increase fees at renewal with at least sixty (60) days' notice. If the increase exceeds the CBS consumer price index for the preceding twelve months, the Customer may terminate without penalty before the renewal date.

3.5 Suspension for non-payment. If an undisputed invoice is more than thirty (30) days overdue, Khairos may suspend access on seven (7) days' written notice. Certificates already issued remain valid.

4. Acceptable Use

The Customer and its Users will not:

• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent Article 45j Auteurswet permits.
• Scrape, bulk-export, or systematically copy Service content other than via features Khairos provides.
• Share login credentials or allow a single account to be used by multiple people.
• Use the Service to develop a competing product or to benchmark against competitors without Khairos's written consent.
• Use the Service for any unlawful purpose, including (ironically) any AI practice prohibited under Article 5 of the EU AI Act.
• Upload viruses, malware, or content that infringes third-party rights.
• Interfere with the Service's security, availability, or other customers' use.

Khairos may suspend Users or the Customer's account if it reasonably believes one of the above is occurring. We will tell the Customer's admin contact promptly and work to restore access once the issue is resolved.

5. Service Levels

5.1 Uptime target. Khairos targets monthly uptime of at least 99.5% for the production platform, measured on a calendar-month basis and excluding the matters in 5.2.

5.2 Exclusions. Downtime caused by (a) planned maintenance announced at least forty-eight (48) hours in advance; (b) emergency security maintenance; (c) Customer or User acts or omissions; (d) third-party service or network failures outside Khairos's reasonable control; or (e) force majeure events under section 13, does not count toward the uptime measurement.

5.3 Planned maintenance windows. Khairos will, where possible, schedule planned maintenance between 21:00–07:00 CET on weekdays or any time over the weekend.

5.4 Service credits. If monthly uptime falls below 99.5%, the Customer may, within thirty (30) days of the end of the affected month, request a service credit:

Service credits are applied against the next invoice and are the Customer's sole and exclusive remedy for any failure to meet the uptime target. Service credits in any month are capped at twenty-five percent (25%) of that month's fee.

6. Sub-Processors and Data Processing

6.1 DPA. The DPA at /legal/dpa is incorporated into these Terms by reference. Khairos acts as processor for personal data submitted to the Service; the Customer is the controller.

6.2 Sub-processor register. Khairos maintains a public sub-processor register at /legal/subprocessors.

6.3 Notification of changes. Khairos will notify the Customer's admin contact by email at least thirty (30) days before adding or replacing a sub-processor. The Customer may object on reasonable GDPR grounds within that thirty (30) day period.

6.4 Right to terminate on objection. If the parties cannot resolve a GDPR-grounded objection within thirty (30) days of the objection, the Customer may terminate the affected portion of the Service with no further charges accruing from the termination date, and Khairos will refund any pre-paid fees for unused portions of the Subscription Term.

6.5 Audit right. Once per twelve (12) month period, on at least thirty (30) days' written notice, during business hours, and at the Customer's cost, the Customer (as controller-employer) may audit Khairos's compliance with the DPA. The Customer must accept Khairos's then-current SOC 2 Type II report or equivalent ISO 27001 certification in lieu of an on-site audit unless the audit is required by a supervisory authority or follows a confirmed Security Incident under the DPA.

7. Intellectual Property

7.1 Khairos IP. Khairos owns all rights in the Service, the training content, quizzes, scenarios, certificate templates, audit framework, methodology, and Documentation. Nothing in these Terms transfers any IP rights to the Customer.

7.2 Customer data. The Customer owns its data, including User profile data, training records, quiz results, and any inputs it uploads. Khairos has only the rights needed to provide the Service.

7.3 Customised policy outputs. Where Khairos delivers a customised AI Usage Policy or other policy template branded for the Customer, the Customer receives a perpetual, worldwide, royalty-free licence to use, modify, and reproduce that customised output for its own internal compliance purposes. The underlying template and methodology remain Khairos IP.

7.4 Licence to Users. Khairos grants the Customer a non-exclusive, non-transferable licence during the Subscription Term to let its Users access the Service for internal training and compliance.

7.5 Feedback. Suggestions or feedback the Customer provides may be used by Khairos without restriction or attribution.

8. Confidentiality

Each party will protect the other's Confidential Information with at least the same care it uses for its own confidential information (and no less than a reasonable standard), use it only for purposes of this agreement, and not disclose it to third parties except to its personnel and advisors who need to know and are bound by confidentiality.

This obligation lasts for the Subscription Term plus five (5) years. It does not cover information that is (a) public through no fault of the receiving party; (b) lawfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or regulator, subject to prompt notice where lawful.

9. Warranties and Disclaimers

9.1 Express warranty. Khairos warrants that the Service will, during the Subscription Term, materially conform to the Documentation. The Customer's exclusive remedy for breach of this warranty is for Khairos to use reasonable efforts to correct the non-conformity, or — if Khairos cannot do so within a reasonable time — to refund the pre-paid fees for the affected period.

9.2 Disclaimer of implied warranties. Except for section 9.1, and to the maximum extent permitted by Dutch law, the Service is provided "as is". Khairos disclaims all implied warranties, including fitness for a particular purpose and merchantability.

9.3 Beta features. Features marked "beta", "preview", or "early access" are provided AS-IS, may be changed or removed at any time, and are excluded from the SLA in section 5 and the warranty in 9.1.

10. Limitation of Liability

10.1 Cap. To the maximum extent permitted by Dutch law, each party's total aggregate liability arising out of or in connection with this agreement is capped at the fees paid or payable by the Customer to Khairos in the twelve (12) months preceding the event giving rise to the claim.

10.2 Excluded damages. Neither party is liable for indirect, incidental, special, or consequential damages, lost profits, lost revenue, loss of goodwill, or loss of data (other than Khairos's restoration obligations under the DPA), even if advised of the possibility.

10.3 Carve-outs. The cap in 10.1 and the exclusion in 10.2 do not apply to liability for:

• Intent ("opzet") or conscious recklessness ("bewuste roekeloosheid") under Article 6:75 BW principles.
• Death or personal injury caused by negligence.
• Liability that cannot be limited under mandatory Dutch law (including certain statutory liabilities).
• The Customer's payment obligations.
• Either party's wilful infringement of the other's intellectual property.
• Either party's breach of its confidentiality obligations under section 8 by wilful disclosure.

10.4 Reasonableness override. The parties acknowledge that, under Article 6:248(2) BW, a limitation that is unreasonably onerous in the circumstances will not apply to that extent. This section 10 is intended to be enforceable to the maximum permissible extent.

11. Not Legal Advice

This section is important. Read it.

(a) Educational content + software, not legal advice. Khairos provides training, software, audit workflows, and template documentation. None of it is legal advice, and Khairos is not the Customer's lawyer.

(b) No attorney–client relationship. Use of the Service does not create an attorney–client (or comparable advocaat–cliënt) relationship between the Customer (or any User) and Khairos or its personnel.

(c) Customer must engage qualified counsel. For specific legal questions about the EU AI Act, GDPR, employment law, sectoral regulation, or any other matter, the Customer is responsible for engaging a qualified lawyer admitted in the relevant jurisdiction.

(d) No guarantee of regulatory outcome. Khairos disclaims liability for any regulatory outcome — including AP findings, AI Office actions, fines, audits, complaints, or litigation — arising from the Customer's own application of the training, audit findings, or policy templates. Compliance is a function of how the Customer runs its business; the Service is one input among many.

(e) Certificates. A Khairos certificate of completion evidences that a User completed the training and met the pass threshold. It is not a statutory certification, professional qualification, or guarantee that the Customer's broader compliance programme satisfies any specific legal requirement.

12. Term and Termination

12.1 Term. This agreement starts on the effective date and continues for the Subscription Term, renewing per section 3.2.

12.2 Termination for material breach. Either party may terminate if the other commits a material breach and fails to cure it within thirty (30) days of written notice. Non-payment is a material breach.

12.3 Termination for insolvency. Either party may terminate immediately if the other is declared bankrupt, applies for suspension of payments (surseance van betaling), files for the WHOA proceedings as debtor in distress, or ceases business operations.

12.4 Effect of termination. On termination or expiry:

• All licences granted to the Customer end (other than perpetual licences in section 7.3).
• The Customer has thirty (30) days from the termination date to export training records, certificates, and other data via the in-product CSV export. Khairos will keep the platform read-only during this window for the affected accounts.
• After the thirty (30) day window, Khairos deletes Customer personal data in accordance with the retention and deletion terms of the DPA.
• Sections that by their nature survive (Definitions, IP, Confidentiality, Limitation of Liability, Not Legal Advice, Governing Law, Miscellaneous) survive termination.

13. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. This includes, in addition to events covered by Article 6:75 BW: large-scale cloud infrastructure outages; cyberattacks (including DDoS, ransomware, and state-sponsored intrusion) despite reasonable security measures; epidemics and pandemics; war, terrorism, civil unrest; government action including sanctions, export controls, and emergency orders; nationwide internet or telecoms failures; and natural disasters.

The affected party must notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected portion of the Service without further liability, and Khairos will refund any pre-paid fees for unused portions of the Subscription Term.

14. Changes to These Terms

Khairos may update these Terms from time to time. For material changes (changes that adversely affect the Customer's rights or obligations in a non-trivial way), Khairos will notify the Customer's admin contact by email and via an in-app notice at least thirty (30) days before the change takes effect. The Customer may terminate the agreement before the change takes effect, in which case Khairos refunds any pre-paid fees for unused portions of the Subscription Term. Non-material changes (typo fixes, clarifications, structural reorganisation) take effect on posting.

15. Battle of Forms

If the Customer purports to apply its own general terms (inkoopvoorwaarden) by referencing them in a purchase order, signature block, or otherwise, those terms are expressly rejected. Under the Dutch first-shot rule (Article 6:225(3) BW), Khairos's Terms control. The Customer's terms apply only to the extent expressly agreed in a written addendum signed by both parties.

16. Order of Precedence

If there is a conflict between documents, the following order applies (highest first):

1. DPA — for any matter relating to personal data protection.
2. Order Form — for commercial specifics (fees, term, package, named contacts).
3. Master Agreement (these Terms) — for everything else.

A signed addendum that explicitly amends a specific clause overrides the standard precedence for that clause only.

17. Miscellaneous

17.1 Assignment. The Customer may not assign this agreement without Khairos's written consent (not to be unreasonably withheld). Khairos may assign or transfer this agreement, in whole or in part, to an affiliate or to a successor in interest in connection with a merger, acquisition, reorganisation, or sale of substantially all its assets, on written notice.

17.2 Severability. If any provision is held invalid or unenforceable, the rest remains in effect, and the parties will replace the invalid provision with a valid one that achieves the original intent as closely as possible.

17.3 No waiver. Failure to enforce a right is not a waiver of that right.

17.4 Entire agreement. These Terms (with the DPA, Order Form, and any signed addenda) constitute the entire agreement between the parties on this subject and supersede all prior discussions, proposals, and representations.

17.5 Notices. Legal notices must be in writing and sent to (a) for Khairos: legal@khairos.ai with copy to the address above; (b) for the Customer: the admin email on the Order Form. Notice is deemed given on the date of sending if before 17:00 CET on a Dutch business day, otherwise on the next business day.

17.6 Age and contractual capacity. Each individual accepting these Terms on behalf of the Customer represents that they are at least eighteen (18) years old and have authority to bind the Customer.

17.7 No third-party beneficiaries. No person other than the parties has any right to enforce these Terms (no derdenbeding).

18. Governing Law and Jurisdiction

These Terms are governed by the laws of the Netherlands. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Any dispute will be submitted to the exclusive jurisdiction of the District Court of Amsterdam (Rechtbank Amsterdam). For international Customers, either party may instead elect to submit the dispute to the Netherlands Commercial Court (NCC) in Amsterdam for English-language proceedings, in which case both parties consent to NCC jurisdiction and the NCC Rules of Procedure.

Nothing in this section prevents either party from seeking urgent interim relief (kort geding) from any court of competent jurisdiction.

19. Contact

Questions about these Terms? Email legal@khairos.ai.

For data-protection enquiries, see the Privacy Policy and DPA. For security incidents, email security@khairos.ai.

Khairos AI is a trading name of MLG Projects, registered in the Netherlands (KvK 94643342, VAT NL004552299B48).