Habiata - User Terms and Conditions of the Habiata Platform

1. GENERAL - SCOPE OF APPLICATION

1.1. These Terms & Conditions of the public limited liability company Habiata, with registered office at 55, rue de la Vallée, L-2661 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B305375, represented by its board of managers, govern any contractual relationship between Habiata and the User with regard to the use of the Software developed by Habiata and are applicable to the exclusion of any other terms & conditions of the User.

1.2. The User acknowledges that the use of the Software implies full and implicit acceptance of the present Terms & Conditions.

2. DEFINITIONS - INTERPRETATION

2.1. Definitions

2.2. Interpretation

The terms used in singular also refer to the same terms in plural and vice versa.

3. BINDING CONTRACT

3.1. The User must comply with the Terms & Conditions at hand.

3.2. The Parties agree that when using the Platform only the present Terms & Conditions apply, notwithstanding the existence of any general or special conditions (of whatever kind) of the User.

3.3. In the same context, the User acknowledges and confirms that he/she is and acts at all times in compliance with the applicable laws and regulations in force. At no time, Habiata can be held responsible for illegal actions and/or actions that do not comply with the legislation in force committed by the User when using the Platform.

4. PRODUCT OVERVIEW

4.1. Habiata is a "B2B" collaboration platform (Software-as-a-Service) for the real estate industry. The Habiata platform is an AI-powered workspace that supports the exchange of documents and information between stakeholders involved in real estate transactions, i.e. lettings and purchases (of both planned and existing properties). Stakeholders include property developers, construction companies, real estate funds, real estate agents, architects, engineering firms, public institutions, municipalities, law and notary firms, insurance companies and banks. The main users of the Habiata platform are executives, financial controllers, project managers, technicians, fund administrators, compliance officers, account managers, sales staff and administrative assistants.

4.2. The Habiata platform has a wide range of functions including, but not limited to, customer relationship management (CRM), the creation, organisation and management of projects, the management of client files throughout the customer lifecycle, the organisation, marketing and management of properties, risk and compliance management (e.g. electronic signature, KYC/AML/CTF/BO procedures), financial management, data analysis and artificial intelligence-powered features, exchange and validation of documents and information, information exchange (e.g. chat, messaging), notifications (e.g. SMS, in-app notifications, email notifications), and electronic signing of documents. The functions and modules chosen by the customer (e.g. personalisation, compliance, productivity, data) are selected in the order form.

4A. TRIAL PERIOD AND SERVICE CREDITS

4A.1. Habiata may offer a trial period allowing limited access to the Platform prior to the commencement of a paid subscription. The duration, scope, and conditions of any trial period are as communicated during the registration process and as displayed in the Platform.

4A.2. During any trial period, access to certain features and services may be limited by quotas or restrictions on AI credits, electronic signatures, and KYC/AML checks. The specific allocations applicable during the trial period are as displayed and accepted in the Platform at the time of registration.

4A.3. Following any paid subscription, certain services are provided on a credit or quota basis with monthly allocations as specified in the Client's Order Form or as displayed in the Platform. Usage beyond included allocations may be subject to pay-per-use charges as set out in the General Terms and Conditions.

4A.4. The User acknowledges that unused credits and quotas do not carry over between billing periods.

5. RESPONSIBILITIES

5.1. Habiata makes the Platform available to the Client, who may then provide the User with access to the Platform in order to enable the User to access and use the Platform.

5.2. Habiata may review the conduct of use for compliance purposes, but is under no obligation to do so. Habiata is not responsible for the content of the User Data or the manner in which the Client or User chooses to use the Platform to store or process the User Data.

5.3. The Platform is not intended for and should not be used by persons under the age of eighteen (18). Therefore, the User acknowledges and confirms that he/she is over the age of eighteen (18).

5.4. Habiata shall not be held responsible or liable for the content or validity, or in any other way whatsoever, of any information or material which the Client and/or authorised Users and/or any person dealing with the Client may have placed or uploaded to the Platform (in any form whatsoever, whether digital or otherwise).

5.5. Under no circumstances shall Habiata be held liable for the non-fulfilment or improper fulfilment of the legal obligations as provided for by the Law of 12 November 2004 on money laundering and financing of terrorism incumbent on the Client, either with regard to its own AML/KYC obligations, or with regard to its AML/KYC obligations in its contractual relationship with the end Users.

5.6. The Client is solely responsible for the provision of a broadband internet service for itself and, where applicable, for the User, in order to access and use the Platform.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1. The Client and User own all User Data. Subject to these Terms & Conditions, the Client (for itself and all of its Users) and User authorize Habiata to access, use, process, copy, distribute, perform, export and display the User Data, as well as any non-Habiata products created by or for the Client, only to the extent reasonably necessary (a) to provide, maintain and update the Services (b) to prevent or resolve service problems, security problems, support or technical problems; (c) as required by law or as permitted by the GDPR and the DPA; and (d) as expressly authorized in writing by the Client and/or the User.

6.2. Habiata owns and continues to own intellectual and industrial property rights of all types including, but not limited to, patents, inventions, trademarks and associated businesses, designs, copyrights (including copyright in computer software), domain names, know-how, database rights, applications and the right to apply for any of the foregoing, and all other intellectual and industrial property rights and rights of a similar or corresponding nature in any part of the world as well as the methods and instruments that will be applied during the use of the Platform.

6.3. Habiata may make available software components, via app stores or other channels, as part of the included Services, which remain the property of Habiata. In the same way, the printed accompanying material and any copies of the Platform remain the property of Habiata.

6.4. As part of the use of the Services, the User may make available to Habiata images, information, documents or other materials and warrants to Habiata that it has all property or other rights to do so.

6.5. The User shall not reproduce, directly or indirectly, in whole or in part, adapt, modify, translate, represent, market or disseminate to third parties, the information, materials or any other document made available by Habiata, without the express prior written permission of Habiata or its successors. This clause does not apply to internal distribution by the User of publications or information installed by Habiata during the use of the Software.

6.6. Habiata grants to the Client a non sub-licensable, non-transferable, non-exclusive and limited license for the Client and the User to use the object code version of these components, but only to the extent necessary to use the Services and in accordance with the Purchase Order(s) and these Terms & Conditions and the DPA. All rights of Habiata not expressly granted by this license are retained.

6.7. Habiata reserves all rights in the Software not expressly granted by Habiata, whether by implication, estoppel or otherwise. This license does not entitle the Client or the User to, and they may not:

• circumvent any technological protection measures in or relating to the Software or Services
• disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer any software or other aspect of the Services included in or accessible through the Services, except as expressly permitted by applicable copyright law
• separate components of the Software or Services for the use on different devices
• publish, copy, rent, lease, assign, sell, export, import, distribute or loan the Software or Services, except as expressly permitted by Habiata
• transfer the Software, any software license, or any right to access or use the Services
• use the Services in any unauthorized manner that would interfere with any other person's use of the Services or access to any service, data, account or network
• allow access to the Services or modify any Habiata authorized device by unauthorized third party applications

6.8. The Platform is licensed as a single product.

6.9. The User will not receive a physical copy or installation of any software.

6.10. No ownership rights to the SaaS software will be transferred to the User.

7. USAGE

7.1. The User is prohibited from performing any potentially harmful or offensive actions through the Platform or any other Habiata tool, including but not limited to:

• Reverse engineering
• Email abuse
• Harmful content
• Illegal behaviour
• Attempting to circumvent the payment policy to obtain free services
• Activities that damage Habiata's operations or reputation
• Content that infringes or misappropriates the intellectual property or property rights of Habiata and/or others
• Activities that violate the rights of others or that may be harmful to others
• Content that is abusive, invasive of privacy
• Content or other technology that may damage the Habiata Platform through malicious programs or data, including, but not limited to, viruses, computer worms or Trojan horses
• Any activity directly or indirectly categorized as phishing, cyberbullying, promoting or facilitating child pornography, offering or disseminating fraudulent goods and services, facilitating or promoting fraud
• Violation of policies imposed by Habiata
• Unauthorized access to or use of any system operated by Habiata
• Unauthorized monitoring of data or traffic on any system operated by Habiata
• Falsification of email headers or any part of a message used to verify its origin
• Network abuse
• Misuse of databases exceeding two hundred (200) gigabytes (GB)
• Abuse of file storage exceeding ten (10) terabytes (TB)
• Monthly active users exceeding five thousand (5,000) users
• Monitoring or Crawling
• Denial of Service (DoS)
• Intentional interference
• Exploitation of certain network services
• Circumvention of the restrictions of any system operated by Habiata

7.2. The User is prohibited from reselling any of the Services provided by Habiata, including, but not limited to the following services:

• SMS messages
• Email messages
• Electronic signatures
• AML/KYC checks and flows
• AI-related usage, computing power and credits
• Image- and video-related credits
• Data storage

7.3. The User undertakes to take all necessary precautions to ensure that the use of the Services does not constitute a violation of the legal and regulatory provisions in force, including but not limited to those of the Law of 12 November 2004 on the fight against money laundering and terrorist financing, transposing Directive 2001/97/EC of the European Parliament and of the Council of 4 December 2001 amending Council Directive 91/308/EEC on prevention of the use of the financial system for the purpose of money laundering, as amended. The User is solely responsible for any such violations. The User undertakes not to use the Platform and the included Services for illegal purposes.

7.4. The User agrees that Habiata may use the data entered by him on the Platform after anonymization for their own purposes and in particular, without being exclusive, for statistical and commercial purposes (e.g. price of material, volumes of material processed, price of finished products, etc.).

8. ARTIFICIAL INTELLIGENCE AND AUTOMATED PROCESSING

8.1. The Platform may include features that utilise artificial intelligence and/or machine learning technologies ("AI Features"). The User acknowledges and agrees that:

• AI Features are provided as tools to assist the User. The output of AI Features is not guaranteed to be accurate, complete or fit for any particular purpose and shall not be relied upon as the sole basis for any decision
• The User is solely responsible for reviewing, verifying and validating any output generated by AI Features before relying on or acting upon such output
• Habiata does not use User Data to train, improve or develop general-purpose AI models or algorithms, except where expressly authorised in writing by the Client
• Habiata shall not be liable for any loss, damage or consequence arising from the User's reliance on the output of AI Features without appropriate verification
• Habiata may use anonymised and aggregated data derived from the use of the Platform, including data processed by AI Features, for the purposes of improving its services, developing new features and conducting research, provided that such data cannot be used to identify any individual, the Client or the User

8.2. Users are advised to clearly label images and virtually staged images that they create or modify using AI Features on the Platform before publishing or sharing them with third parties, in accordance with applicable transparency requirements, including those under Regulation (EU) 2024/1689 (AI Act). The Platform's Watermarking Studio includes optional EU AI Act disclosure presets to assist with labelling; use of these presets does not by itself establish legal compliance, and the User remains solely responsible for ensuring that any disclosure meets applicable legal requirements.

9. LIMITATION OF LIABILITY

9.1. If Habiata believes that there is a violation of the Terms & Conditions or any of its other policies that can be remedied simply by deleting certain User Data or taking other steps, Habiata will, in most cases, require the User to take action rather than intervene. Nevertheless, Habiata may intervene directly and take what it deems appropriate action (including account deactivation) if the User fails to take appropriate action or if Habiata believes there is a credible risk of harm to Habiata, the Platform, the User or any other third party.

9.2. Habiata offers, in principle, a collaboration platform for the use by companies and organisations, which may, as part of their contractual relationship with Habiata, allow third parties to access and use the Platform. However, Habiata acknowledges that consumer protection laws may apply. Under these conditions, and if consumer protection laws apply and could not be legally excluded, nothing in the Terms & Conditions shall restrict, exclude or modify any legal guarantees, rights or remedies available to the User as a consumer.

9.3. Habiata does not warrant that the Services will be uninterrupted, timely, secure or error-free.

9.4. Habiata shall not be liable for:

• misuse of the Platform or use contrary to the Terms & Conditions
• the unsuitability of the Platform with the expectations of the Client and/or the User

9.5. Habiata is not responsible for the information or documents made available by the Client (in any form, digital or otherwise) or communicated by the User, if any, and has no obligation to ensure the truthfulness or legal compliance of the content of its information or documents, while these obligations lay entirely in the responsibility of the Client and the User.

9.6. The User undertakes to inform Habiata of any difficulty related to the use of the Platform in order to allow Habiata to minimize the consequences of such difficulties.

9.7. Habiata undertakes, under an obligation of means, to perform all services entrusted to it in accordance with the rules of art and the practices of the profession, subject to the proper performance by the Client, and where appropriate, the User of its own obligations. Under these conditions and except for gross negligence or intentional misconduct, the liability of Habiata is excluded. Habiata shall not be held liable for any consequential, incidental, direct or indirect, punitive or special damages of any kind.

9.8. In case of breach by the User of its obligations under these Terms & Conditions, Habiata shall not be liable for the non-performance of its own obligations under the Terms & Conditions.

9.9. Habiata is not obliged to guarantee that the functions of the Software meet the specific requirements of the User or that they work with the components of the specific hardware configuration of the User.

9.10. The selection, installation and use of the appropriate Platform and the achievement of the desired results lie in the responsibility of the Client and the User.

9.11. All liability is excluded for consequences arising from changes made to the Platform by the Customer, the User or a third party or from improper handling or incorrect operation of the Platform.

9.12. Habiata is not responsible for the restoration of data located on the Platform, unless Habiata has caused the loss intentionally or by gross negligence.

9.13. No action in any form arising out of or in connection with these Terms & Conditions may be brought by the User more than one (1) year after the first occurrence of the event giving rise to such cause of action. If the User qualifies as a consumer under consumer protection laws, claims arising out of or in connection with these Terms & Conditions shall become statute-barred no later than two (2) years after the first occurrence of the event giving rise to such cause of action.

9.14. The User hereby agrees to hold harmless and indemnify Habiata, its employees and managers against all claims, actions, proceedings, costs, demands and expenses which are or may be brought, suffered or incurred by Habiata as a result of any fraud, gross negligence, wilful misconduct of any kind or breach of any of the terms of the Terms & Conditions by the User.

10. TRANSFER OF DATA

10.1. Proper performance of the Services may involve the transfer of data to third parties (including other data controllers), a (non-exhaustive) list of which can be found below:

• Amazon Web Services (AWS)
• Google Suite
• Stripe
• Kodehyve
• LetzAI
• LuxTrust
• DocuSign
• Hotjar
• Sentry
• Slack

11. PERSONAL DATA PROTECTION & DPA

11.1. Habiata securely manages a wide range of sensitive, personal and general data in accordance with the DPA.

11.2. Habiata guarantees discretion with regard to the data provided by the Client and/or the User or collected in the course of its mission.

11.3. When Habiata processes personal data as a controller, the processing will be done in accordance with the DPA, as published by Habiata, which the User expressly accepts.

11.4. Where Habiata processes personal data as a subcontractor, the processing will be in accordance with the DPA signed between Habiata and the Client.

11.5. The User acknowledges that with respect to User Data transmitted by the Customer to Habiata, that Habiata is a processor within the meaning of the legislation on the protection of personal data and that the Customer is the controller of the personal data, which it may be required to transfer to Habiata pursuant to the contract concluded between Habiata and the Client.

11.6. In relation to the processing of Personal Data by Habiata for or on behalf of the Client, Habiata may only act in accordance with the provisions of the personal data protection legislation, and in particular the General Data Protection Regulation (Regulation (EU) 2016/679) (the "GDPR") and the DPA.

11.7. Accordingly, Habiata:

• will act only on documented instruction from the Client, including in relation to data transfers
• will take technical and organisational measures (including measures required by Article 32 of the General Data Protection Regulation (Regulation (EU) 2016/679)) to ensure a level of security appropriate to the risk
• will ensure that all copies of Personal Data in its possession are permanently destroyed when no longer required for the performance of the obligations under the contractual relationship between Habiata and the Client
• at the Client's request, delete all Personal Data or return it to the Client at the end of the contractual relationship between Habiata and the Client, and destroy existing copies, unless a legal obligation requires the retention of Personal Data
• ensure that the Personal Data is not accessible to Habiata personnel who do not need access to the Personal Data in order to fulfil their role in the performance of Habiata's obligations under the contractual relationship between Habiata and the Client, and that persons authorised to process the Personal Data are either committed to confidentiality or are subject to an appropriate legal obligation of confidentiality
• will give the Customer such cooperation, assistance and information as the Client may reasonably request to enable the Client to comply with its obligations under the data protection legislation, including enabling the Client to respond to requests from third parties/users exercising their rights under the data protection legislation
• make available to the Client all information necessary to demonstrate compliance with the obligations imposed by the data protection legislation, inform the Client as soon as possible of any breach of Personal Data processed on behalf of or for the Client, so that the Client can take action
• inform the Client, should it receive a request from a data subject in relation to Personal Data, to exercise its rights under the data protection legislation

11.8. The User agrees that Habiata may access and verify every move and/or action taken on the Habiata platform.

11.9. Thus, the User agrees that the Personal Data may be subject to automated processing, be held in files used by Habiata, which may transfer them to another controller, which will process such data in accordance with the legislation on privacy and the processing of personal data. If Habiata engages another processor to carry out specific processing operations on behalf of the Client, it will (to the extent reasonably possible) ensure that it imposes the same obligations to protect Personal Data as set out in these Terms & Conditions on that other processor by contract, including the obligation to provide sufficient safeguards to implement appropriate technical and organisational measures so that the processing meets the requirements of data protection legislation.

12. HOSTING

12.1. The Habiata platform is hosted in the cloud.

12.2. The Habiata platform hosting provider may dynamically be changed compliant with the quality standards defined in these terms.

13. E-MAIL AND MESSAGING

13.1. Unless otherwise specified in these Terms & Conditions, all notices under these Terms & Conditions will be sent by email, although Habiata may choose to provide notice through the Services. Notices to Habiata will be sent to support@habiata.lu, except for legal notices, such as indemnifiable claims, which must be sent to legal@habiata.lu. Notices will be deemed to have been duly given by Habiata (a) the day after they are sent, in the case of notices by email; and (b) the same day, in the case of notices through the Services.

14. FORCE MAJEURE

14.1. It is expressly provided that in the event of force majeure resulting in the impossibility of Habiata, the latter shall not be held liable for damages, delays or failures in the performance of the Services caused by events beyond its control, or not resulting from the fault or negligence of Habiata.

14.2. Are deemed events of force majeure all unforeseeable, irresistible and external to the Parties in accordance with the criteria defined by the jurisprudence of the Luxembourg courts and also, by express agreement between the Parties, an explosion, earthquake, strike not involving Habiata, riots, public disorder, health crisis, war, failure of communication networks, energy supply or transport, failure of delivery or transport providers as well as criminal acts committed by third parties and especially those resulting from hacker attacks of any kind on the information systems.

14.3. Force majeure suspends the obligations arising from the Terms & Conditions for the entire duration of its existence and the User may not claim damages for the non-use of the Platform following the occurrence of a case of force majeure.

15. MODIFICATION

15.1. As the business evolves, Habiata may amend these Terms & Conditions. The User may consult the most recent version of the Terms & Conditions at any time at https://habiata.lu/terms. The materially revised Terms & Conditions will come into effect upon publication of the amendment. If the User accesses or uses the Platform after the effective date, such use will constitute the User's tacit acceptance of any changes to the Terms & Conditions.

15.2. In the event of a change to the Terms & Conditions, any version shall be deemed to be superseded by the updated version of the Terms & Conditions.

15.3. Any changes to the Terms & Conditions must be made in writing.

16. NULLITY OF A CLAUSE

16.1. The Parties expressly agree that if one or other clause of the Terms & Conditions were to be declared null and void, this nullity would not affect the other clauses of the Terms & Conditions. The other provisions shall still apply and retain their full and complete effect. The invalid provisions must be completed or interpreted in such a way that the spirit of the Terms & Conditions is respected. The Parties undertake to enter into negotiations in good faith and as soon as possible in order to replace the provision(s) declared invalid, illegal or unenforceable with valid, lawful and enforceable provisions that correspond as closely as possible to the economic and legal effect of the provision(s) declared invalid, illegal or unenforceable.

17. APPLICABLE LAW AND JURISDICTION

17.1. These Terms & Conditions and all contractual and non-contractual obligations arising therefrom shall be governed by and construed in accordance with Luxembourg law.

17.2. The courts of the city of Luxembourg shall have exclusive jurisdiction over any dispute relating to the formation, validity, interpretation, execution, non-execution or termination of the Terms & Conditions.