Version 1.0 — Effective 12 June 2026

These Terms of Service ("Terms") govern access to and use of the services offered at upgreat.ai (the "Platform") by SustAInable BV, a company incorporated under Belgian law, with registered office at Lammerstraat 13, 9000 Gent, registered with the Crossroads Bank for Enterprises under number 1038.977.886, VAT BE 1038.977.886 ("UPGREAT", "we", "us").

Contact: legal@upgreat.ai

1. Definitions

• "Customer", "you": the natural or legal person entering into an agreement with UPGREAT.
• "Consumer": a Customer who is a natural person acting for purposes outside their trade, business, craft or profession (art. I.1, 2° Belgian Code of Economic Law).
• "Business Customer": any Customer who is not a Consumer.
• "Services": the services described in clause 3, including the Inference API and, when made generally available, GPU Virtual Machines.
• "Input": prompts, data, files and other content you submit to the Services.
• "Output": content generated by the Services in response to your Input.
• "Credits": prepaid balance usable against Service consumption.
• "AUP": the Acceptable Use Policy in Annex A.
• "DPA": the Data Processing Agreement available at upgreat.ai/legal/dpa.

2. Acceptance and scope

2.1. By creating an account, placing an order, or using the Services, you accept these Terms, the AUP, and the Privacy Policy. If you act on behalf of a legal entity, you warrant that you are authorised to bind it.

2.2. These Terms apply to both Business Customers and Consumers. Clauses marked "(B2B)" apply only to Business Customers; clauses marked "(B2C)" apply only to Consumers. Where mandatory consumer protection law grants Consumers rights that deviate from these Terms, that law prevails.

2.3. Your own purchasing or other general terms and conditions are expressly excluded.

3. The Services

3.1. Inference API. UPGREAT provides API access to open-weight AI models hosted and operated by UPGREAT on its own infrastructure located in the European Economic Area (Belgium and Iceland). Inference runs on shared infrastructure using industry-standard open-source serving software. UPGREAT makes no isolation, confidentiality or security claims beyond those inherent to the software used; requests from multiple customers may be processed on the same hardware and within the same serving processes.

3.2. GPU Virtual Machines. GPU-accelerated virtual machines are not yet generally available. If and when offered, Annex B applies, supplemented by service-specific terms communicated at ordering.

3.3. Model availability. UPGREAT determines the catalogue of available models and may add, replace, upgrade or remove models at any time. Model deprecations will be announced with reasonable advance notice where commercially feasible.

3.4. Third-party model licences. The models made available are published by third parties under their own licences and use restrictions. You are responsible for complying with the applicable model licence for your use case. UPGREAT will identify the applicable licence per model in the Platform documentation.

3.5. No professional advice. Output does not constitute legal, medical, financial or other professional advice.

4. Account

4.1. You must provide accurate and complete registration information and keep it up to date. Business Customers must provide a valid VAT number where applicable.

4.2. You are responsible for all activity under your account and for safeguarding API keys and credentials. Notify us without undue delay at security@upgreat.ai of any suspected compromise.

4.3. The Services are not directed at persons under 18. Consumers must be at least 18 years old.

5. Fees, invoicing and payment

5.1. Pricing. Applicable prices (per-token, per-hour or otherwise) are stated on the Platform at the moment of consumption. Prices for Business Customers are exclusive of VAT; prices shown to Consumers include VAT.

5.2. Business Customers — postpaid. Usage is invoiced monthly in arrears via electronic invoice (Peppol where applicable). Invoices are payable within 30 calendar days of the invoice date. In case of late payment, late-payment interest under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions applies by operation of law, plus a fixed collection cost of EUR 40 and reasonable recovery costs.

5.3. Consumers — prepaid Credits. Consumers purchase Credits in advance. Credits are deducted as Services are consumed. Credits are personal, non-transferable, and cannot be exchanged for cash except as set out in clause 6 or where required by mandatory law. Credits do not expire.

5.4. Price changes. UPGREAT may change prices at any time for future consumption. For Consumers, price changes take effect no earlier than 30 days after notification; if you do not accept the change you may terminate and request a refund of unused Credits.

5.5. Disputes. Invoice disputes must be raised within 15 calendar days (B2B) of the invoice date, in writing and substantiated; undisputed portions remain payable.

6. Right of withdrawal (B2C)

6.1. Consumers have the right to withdraw from a Credit purchase within 14 calendar days of purchase, without giving reasons, by an unambiguous statement sent by e-mail to legal@upgreat.ai. The model withdrawal form in Annex C may be used, but is not mandatory.

6.2. By purchasing Credits, the Consumer expressly requests that the Services be performed immediately, before the end of the withdrawal period, and acknowledges that the withdrawal right is lost for the portion of Credits already consumed.

6.3. Upon valid withdrawal, UPGREAT refunds the unused portion of the purchased Credits within 14 days using the original payment method. Consumed Credits are not refunded (art. VI.51, §3 Code of Economic Law).

6.4. After expiry of the 14-day period, Credits are non-refundable, without prejudice to clause 5.4 and mandatory law.

7. Service levels

7.1. The Services are provided on a best-effort basis. UPGREAT does not commit to any availability percentage, latency, throughput or support response time, and no service credits apply.

7.2. UPGREAT may perform maintenance at any time and will use reasonable efforts to announce planned maintenance with material impact in advance.

7.3. Any service level agreement, if offered, must be agreed in a separate written document and applies only to Business Customers who have ordered it.

8. Customer obligations and acceptable use

8.1. You must use the Services in accordance with these Terms, the AUP (Annex A), applicable law, and the applicable third-party model licences.

8.2. You are solely responsible for your Input, your use of Output, and the lawfulness of processing any personal data you submit. Where you submit personal data, the DPA applies and forms part of these Terms for Business Customers; Consumers should not submit personal data of third parties without a legal basis.

8.3. You must not use the Services to develop or operate systems prohibited under Regulation (EU) 2024/1689 (the "AI Act"). To the extent your use of the Services qualifies you as a provider or deployer of an AI system under the AI Act, you bear the corresponding obligations; UPGREAT acts solely as an infrastructure and model-hosting provider for your account.

9. Data, privacy and content logging

9.1. No prompt/response logging. UPGREAT does not persist the content of Input or Output submitted to the Inference API. UPGREAT records only usage metadata per request: timestamp, model identifier, account/user identifier, and token counts (input/output), for billing, capacity planning, abuse prevention and support.

9.2. Transient processing of Input and Output in volatile memory during inference is inherent to the Service.

9.3. No training. UPGREAT does not use Input or Output to train, fine-tune or improve any model.

9.4. Processing of personal data is described in the Privacy Policy (upgreat.ai/legal/privacy) and, for Business Customers acting as controllers, governed by the DPA.

10. Intellectual property

10.1. UPGREAT and its licensors retain all rights in the Platform, the Services and underlying software. You receive a limited, non-exclusive, non-transferable right to use the Services for the duration of the agreement.

10.2. You retain all rights you hold in your Input. As between the parties, and to the extent permitted by law and the applicable model licence, UPGREAT claims no ownership of Output. You acknowledge that Output may not be protectable by intellectual property rights and that similar or identical Output may be generated for other customers.

10.3. You grant UPGREAT the technical licence necessary to process Input and generate Output for you.

11. Warranties and disclaimers

11.1. (B2B) The Services are provided "as is" and "as available". To the maximum extent permitted by law, UPGREAT disclaims all warranties, express or implied, including fitness for a particular purpose, accuracy of Output, and non-infringement.

11.2. (B2C) For Consumers, the statutory conformity rules for digital services (Book III, Title VIbis Belgian Civil Code) apply. Nothing in these Terms limits Consumers' statutory remedies.

11.3. AI-generated Output is probabilistic and may be inaccurate, incomplete, biased or unsuitable. You must independently verify Output before relying on it or distributing it.

12. Liability

12.1. Nothing in these Terms excludes or limits liability for fraud, intent (opzet/dol), or for death or personal injury caused by UPGREAT's fault, or any other liability that cannot be excluded under mandatory law.

12.2. (B2B) Subject to 12.1: (a) UPGREAT is not liable for indirect or consequential damage, loss of profit, loss of revenue, loss of data, loss of opportunity or reputational damage; and (b) UPGREAT's aggregate liability per contract year is limited to the fees paid by the Customer for the Services in the 12 months preceding the event giving rise to liability, or EUR 1,000 if higher.

12.3. (B2C) Subject to 12.1, UPGREAT's liability towards Consumers is limited to foreseeable damage that is the direct consequence of a failure attributable to UPGREAT, to the extent such limitation is permitted under articles VI.83–VI.84 of the Code of Economic Law.

12.4. You are liable for damage caused to UPGREAT or third parties by your breach of these Terms, the AUP or applicable law.

13. Indemnification (B2B)

The Business Customer shall indemnify UPGREAT against third-party claims arising from (a) the Customer's Input or use of Output, (b) breach of the AUP or third-party model licences, or (c) the Customer's violation of applicable law, including data protection and AI regulation.

14. Suspension

14.1. UPGREAT may suspend the Services, in whole or in part, with immediate effect and without prior notice where reasonably necessary in case of: (a) breach of the AUP or illegal content; (b) a security threat to the Platform, other customers or third parties; (c) a binding order of a court or authority.

14.2. In case of non-payment, UPGREAT may suspend the Services if payment remains outstanding 14 days after the due date, provided a warning was sent at least 7 days before suspension.

14.3. Suspension does not relieve the Customer of payment obligations and does not give rise to compensation. UPGREAT lifts the suspension once the ground has been remedied.

15. Term and termination

15.1. The agreement is entered into for an indefinite term.

15.2. Termination for convenience. Business Customers and UPGREAT may terminate with 30 days' written notice. Consumers may terminate at any time with immediate effect; clause 6 and clause 5.3 govern any remaining Credits.

15.3. Termination for cause. Either party may terminate with immediate effect if the other party materially breaches these Terms and fails to cure within 14 days of written notice. UPGREAT may terminate with immediate effect in case of illegal content, serious or repeated AUP violations, or the Customer's bankruptcy, dissolution or cessation of payments (B2B).

15.4. Upon termination: API access ceases, outstanding fees become immediately payable, and clause 16 of the Privacy Policy/DPA governs deletion of data. Account data is deleted within 90 days; billing records are retained as required by Belgian tax and accounting law.

16. Changes to the Services and Terms

16.1. UPGREAT may modify the Services, provided core functionality is not materially reduced without notice.

16.2. UPGREAT may amend these Terms. Material amendments will be notified at least 30 days before taking effect. If a Consumer does not accept a material amendment, they may terminate free of charge before the effective date; continued use after the effective date constitutes acceptance.

17. Miscellaneous

17.1. Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including power or cooling failures at datacenter level, network outages, DDoS attacks, acts of government, and failures of upstream carriers. Payment obligations are not suspended by force majeure.

17.2. Assignment. The Customer may not assign the agreement without UPGREAT's prior written consent. UPGREAT may assign the agreement to an affiliate or in the context of a transfer of business, with notice to the Customer.

17.3. Severability. If a provision is invalid, the remainder stays in force; the invalid provision is replaced by a valid one approximating its intent.

17.4. Entire agreement (B2B). These Terms, the AUP, the DPA and any order form constitute the entire agreement.

17.5. Language. These Terms are available in English and Dutch. For Consumers, the language version in which the contract was concluded prevails. For Business Customers, the English version prevails.

18. Governing law and disputes

18.1. These Terms are governed by Belgian law, excluding its conflict-of-law rules. For Consumers, this choice does not deprive them of the protection of mandatory provisions of the law of their country of habitual residence (art. 6 Rome I).

18.2. (B2B) The courts of the judicial district of Ghent (Belgium) have exclusive jurisdiction.

18.3. (B2C) Consumer disputes may be brought before the courts designated by mandatory law. Consumers may also contact the Belgian Consumer Mediation Service (Consumentenombudsdienst, consumentenombudsdienst.be).

Annex A — Acceptable Use Policy

This AUP applies to all use of the Services. Violations may lead to immediate suspension or termination (clauses 14–15 of the Terms).

You must not use the Services to:

1. violate any applicable law or regulation, or infringe third-party rights (including intellectual property, privacy and image rights);
2. generate, store, or distribute child sexual abuse material, or any content sexualising minors — zero tolerance; such cases are reported to the competent authorities;
3. generate or distribute non-consensual intimate imagery, or content facilitating harassment, stalking or doxxing;
4. develop, distribute or operate malware, or conduct unauthorised penetration, scanning, credential attacks or other offensive security activities against systems you are not authorised to test;
5. provide instructions for the production of weapons, explosives, or chemical, biological, radiological or nuclear agents;
6. engage in practices prohibited by art. 5 of the AI Act (including social scoring, exploitative manipulation, untargeted facial-image scraping);
7. generate intentionally deceptive content presented as authentic (disinformation, impersonation, fraud), including failing to comply with applicable AI-transparency obligations;
8. send spam or unsolicited bulk communications;
9. circumvent usage limits, billing, metering, or access controls; share API keys with unauthorised third parties; or resell the Services without UPGREAT's written consent;
10. impose an unreasonable load on shared infrastructure or interfere with use of the Services by others;
11. breach the licence terms of the model used.

Enforcement. UPGREAT does not monitor the content of Input or Output. Enforcement is based on metadata patterns, technical signals, third-party complaints and legal notices. UPGREAT may investigate suspected violations and cooperate with competent authorities where legally required.

Reporting abuse: abuse@upgreat.ai

Annex B — GPU Virtual Machines (not yet generally available)

B.1. GPU Virtual Machines ("GPU VMs") are not currently offered as a generally available Service. This Annex takes effect only if and when UPGREAT makes GPU VMs available and the Customer orders them; it will be supplemented by service-specific terms at ordering.

B.2. Role of UPGREAT. For GPU VMs, UPGREAT provides infrastructure only (compute, GPU, storage, network). The Customer is solely responsible for the operating system, software, configuration, security hardening, backups, and all content and data processed on the VM.

B.3. No access. UPGREAT does not access the contents of a GPU VM except (a) at the Customer's request for support, (b) where strictly necessary to safeguard the security or integrity of the infrastructure, or (c) pursuant to a legal obligation or binding order.

B.4. Data deletion. Upon termination of a GPU VM, the associated storage volumes are deleted or rendered inaccessible within the period stated in the service-specific terms. The Customer is responsible for exporting data before termination.

B.5. The AUP applies in full to workloads on GPU VMs.

Annex C — Model withdrawal form (Consumers)

(Complete and return this form by e-mail to legal@upgreat.ai only if you wish to withdraw from the contract.)

To: SustAInable BV, Lammerstraat 13, 9000 Gent, legal@upgreat.ai

I/We () hereby give notice that I/We () withdraw from my/our (*) contract for the provision of the following service: purchase of Credits / account reference: ____________

Ordered on: ____________

Name of consumer(s): ____________

Address of consumer(s): ____________

Date: ____________

(*) Delete as appropriate.