Terms of Service

The Will

Software License & Platform Terms

Version 1.0

Effective Date: July 21, 2026

These Terms of Service ("Terms") govern the access to and use of The Will Platform, including all associated websites, mobile applications, APIs, software, cloud services and white-label implementations made available by The Will.

By registering for an Account, executing an Order Form, purchasing a subscription, or otherwise using the Platform, the Customer agrees to be legally bound by these Terms.

1. Definitions

For the purposes of these Terms, the following definitions apply.

Account

An authenticated user profile granting authorized access to the Platform.

Agreement

The agreement consisting of:

• these Terms;

• any quotation;

• order confirmation;

• subscription agreement;

• Service Level Agreement (if applicable);

• Data Processing Agreement;

• and any additional written agreements entered into between the Parties.

API

Any Application Programming Interface made available by The Will for integrating external software with the Platform.

Business Day

Monday through Friday excluding officially recognized Dutch public holidays.

Customer

Any legal entity that purchases or subscribes to the Platform, including but not limited to:

• Notaries

• Estate Planning Firms

• Law Firms

• Insurance Companies

• Banks

• Wealth Managers

• Family Offices

• Trust Offices

• Executors

• Probate Professionals

• Other professional organizations approved by The Will.

Client

An individual invited to use the Platform by a Customer.

The Client is not a contracting party to this Agreement unless expressly agreed otherwise.

Digital Assets

Information stored within the Platform including, but not limited to:

• documents

• photographs

• videos

• audio recordings

• cryptocurrency information

• digital wallet references

• passwords

• account information

• personal wishes

• funeral preferences

• insurance documentation

• ownership records

• legal documents

• healthcare directives

• inheritance information

• beneficiary information

• other digital content uploaded by Users.

End User

Any natural person using the Platform under a Customer's license.

Intellectual Property Rights

All patents, copyrights, trademarks, trade secrets, database rights, software rights, domain names, know-how and any other proprietary rights recognized under applicable law.

Platform

The complete software solution operated by The Will, including:

• Web Platform

• Mobile Applications

• White Label Applications

• APIs

• Client Portals

• Administrative Dashboards

• Secure Digital Estate Vault

• Digital Asset Storage

• Communication Services

• Future software modules.

Professional User

An employee, contractor or representative of a Customer authorized to administer the Platform.

Subscription

The right to access the Platform during an agreed subscription period.

User Content

All information uploaded by a Customer or End User.

White Label Platform

A customized version of the Platform carrying the Customer's branding, domain name, logos, colors and identity.

2. About The Will

The Will develops secure software solutions enabling professional organizations to manage, organize and securely store digital estate planning information for their clients.

The Platform is designed to support long-term relationships between professional advisors and their clients by providing secure cloud-based services including digital asset management, document storage, client communication, video messaging, digital vault functionality and other related services.

The Will is a technology provider.

The Will does not provide legal advice, tax advice, fiduciary services, financial advice or estate planning advice.

Any legal, financial or professional advice provided to Clients remains solely the responsibility of the Customer.

3. Scope of the Platform

The Platform may include, among other functionality:

• secure client portals;

• digital estate vaults;

• encrypted document storage;

• secure personal video messages;

• timestamped records;

• cryptographic hash verification;

• digital asset inventories;

• beneficiary information;

• emergency contact information;

• insurance information;

• inheritance documentation;

• digital legacy planning tools;

• cryptocurrency information management;

• secure communication between Customer and Client;

• mobile applications;

• web applications;

• white-label implementations;

• API integrations;

• reporting dashboards;

• future software modules introduced by The Will.

The exact functionality available depends upon the Subscription purchased by the Customer.

4. Business Customers Only

The Platform is intended exclusively for business and professional use.

Subscriptions may only be purchased by legal entities or self-employed professionals acting in the course of their profession or business.

Consumers are not intended to contract directly with The Will unless expressly agreed in writing.

Customers represent and warrant that they possess the necessary legal authority to enter into this Agreement.

5. Software License

Subject to these Terms and payment of all applicable fees, The Will grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription Period.

The license:

• is not a sale of software;

• does not transfer ownership of the Platform;

• may not be sublicensed except where expressly permitted;

• remains subject to compliance with these Terms.

All Intellectual Property Rights remain vested exclusively in The Will or its licensors.

6. White Label Services

Where purchased, The Will may provide a customized version of the Platform incorporating the Customer's:

• corporate identity;

• logos;

• colors;

• domain names;

• application names;

• branding;

• communication templates.

The Customer remains solely responsible for:

• all branding materials;

• trademark ownership;

• regulatory compliance relating to its branding;

• the accuracy of information presented to Clients.

The Will shall not verify ownership of trademarks supplied by the Customer and assumes no liability regarding infringement claims arising from Customer-provided branding.

7. No Legal Advice

The Platform is intended solely as technology supporting estate planning professionals.

The Platform does not replace professional legal advice.

The Will:

• does not prepare wills;

• does not notarize documents;

• does not validate testamentary documents;

• does not determine inheritance rights;

• does not assess legal capacity;

• does not verify identities except where expressly agreed;

• does not determine legal validity of stored documents.

Customers remain solely responsible for all legal services provided to their Clients.

Any reliance by Clients upon legal advice remains solely between the Customer and the Client.

8. Customer Responsibilities

8.1 The Customer is responsible for its own use of the Platform and for all use of the Platform by its Professional Users, personnel, contractors, representatives, Clients and other End Users whom it authorises or invites.

8.2 The Customer shall:

1. use the Platform solely for lawful professional and business purposes;

2. ensure that its Professional Users and End Users comply with the Agreement;

3. provide accurate, complete and current account, billing and contact information;

4. obtain all permissions, authorisations, instructions, consents and legal grounds required for the collection, use, storage and processing of personal data and User Content;

5. ensure that any Client invited to use the Platform receives all legally required privacy information and contractual information;

6. maintain appropriate professional procedures for verifying the identity, authority and legal capacity of Clients where such verification is relevant;

7. independently assess whether documents, information, declarations, wishes, beneficiary details and other materials entered into the Platform satisfy applicable legal requirements;

8. ensure that its use of the Platform complies with all laws, professional rules, codes of conduct and regulatory requirements applicable to the Customer;

9. prevent unauthorised access to Accounts and notify The Will promptly of suspected misuse or security incidents;

10. maintain appropriate internal records concerning access rights, instructions and communications with Clients; and

11. cooperate reasonably with The Will in relation to security, support, implementation and compliance matters.

8.3 The Customer is responsible for determining whether the Platform is suitable for its intended professional use.

8.4 The Customer shall not represent that The Will has reviewed, approved, certified or guaranteed any legal document, estate plan, testamentary disposition, beneficiary designation, insurance arrangement, tax structure or professional recommendation.

8.5 The Customer remains responsible for the professional services it provides, including all acts and omissions of its employees, contractors, agents and Professional Users.

8.6 Unless expressly agreed in writing, The Will does not act as the Customer’s subcontracted legal adviser, notary, executor, trustee, fiduciary, custodian, insurance intermediary, financial adviser, tax adviser or records manager.

9. Professional Responsibility

9.1 Customers such as notaries, estate lawyers, insurers, financial institutions and estate-planning professionals remain solely responsible for the professional advice and services they provide.

9.2 The Customer is responsible for:

1. determining which legal system applies to a Client and the Client’s estate;

2. advising Clients on wills, inheritance, succession, matrimonial property, taxation, insurance, trusts, foundations and related matters;

3. assessing the Client’s legal capacity, intentions, identity and freedom from undue influence;

4. determining whether witnesses, notarisation, signatures, deeds, registrations or other formalities are required;

5. determining whether information stored in the Platform should be incorporated into a legally binding instrument;

6. ensuring that documents are signed, executed, witnessed, registered, retained and updated correctly;

7. reviewing conflicts between documents, instructions and beneficiary designations;

8. determining whether digital assets can legally or technically be transferred, accessed, inherited or administered;

9. complying with professional secrecy, confidentiality, anti-money-laundering, sanctions, client-identification and record-retention obligations; and

10. maintaining adequate professional indemnity insurance where required or appropriate.

9.3 The Platform may assist the Customer in collecting, structuring, presenting, storing or communicating information. Such assistance does not transfer professional responsibility to The Will.

9.4 Information made available through the Platform is not a substitute for independent legal, tax, financial or other professional advice.

9.5 The Customer shall make this limitation clear to its Clients and End Users wherever the Customer’s use of the Platform could otherwise reasonably create the impression that The Will provides professional advice.

10. End Users and Client Relationships

10.1 The Customer may invite Clients and other authorised End Users to access designated areas of the Platform.

10.2 Unless The Will expressly enters into a separate agreement with an End User, the Customer remains responsible for managing its relationship with that End User.

10.3 The Customer is responsible for:

1. determining who may be invited to use the Platform;

2. assigning appropriate access permissions;

3. ensuring that invitations are sent to the correct person;

4. withdrawing access when it is no longer appropriate;

5. addressing Client questions relating to professional services;

6. ensuring that the Customer’s own terms, privacy notices and professional disclosures are presented where required; and

7. responding to instructions concerning the Client’s estate, wishes or legal documents.

10.4 An End User’s access to the Platform does not create a professional, fiduciary, advisory or contractual relationship between that End User and The Will, except to the extent expressly stated in separate end-user terms.

10.5 The Will may require End Users to accept platform rules, privacy notices, acceptable-use terms or other conditions before accessing the Platform.

10.6 Where the Customer disputes an End User’s authority or access rights, The Will may temporarily restrict access while the matter is investigated.

10.7 The Will is not responsible for resolving disputes between Customers, Clients, beneficiaries, family members, executors, heirs, representatives or other persons claiming rights in relation to User Content.

10. End Users and Client Relationships

10.1 The Customer may invite Clients and other authorised End Users to access designated areas of the Platform.

10.2 Unless The Will expressly enters into a separate agreement with an End User, the Customer remains responsible for managing its relationship with that End User.

10.3 The Customer is responsible for:

1. determining who may be invited to use the Platform;

2. assigning appropriate access permissions;

3. ensuring that invitations are sent to the correct person;

4. withdrawing access when it is no longer appropriate;

5. addressing Client questions relating to professional services;

6. ensuring that the Customer’s own terms, privacy notices and professional disclosures are presented where required; and

7. responding to instructions concerning the Client’s estate, wishes or legal documents.

10.4 An End User’s access to the Platform does not create a professional, fiduciary, advisory or contractual relationship between that End User and The Will, except to the extent expressly stated in separate end-user terms.

10.5 The Will may require End Users to accept platform rules, privacy notices, acceptable-use terms or other conditions before accessing the Platform.

10.6 Where the Customer disputes an End User’s authority or access rights, The Will may temporarily restrict access while the matter is investigated.

10.7 The Will is not responsible for resolving disputes between Customers, Clients, beneficiaries, family members, executors, heirs, representatives or other persons claiming rights in relation to User Content.

11. Accounts and Access Management

11.1 Each Professional User and End User must use an individual Account unless The Will expressly permits another access method.

11.2 Account credentials are personal and may not be shared.

11.3 The Customer is responsible for ensuring that:

1. access rights reflect each user’s role;

2. administrator privileges are granted only to suitable persons;

3. former employees and other unauthorised persons are removed promptly;

4. passwords and authentication methods are appropriately protected; and

5. users comply with reasonable security requirements communicated by The Will.

11.4 The Will may implement security measures including:

1. multi-factor authentication;

2. password-complexity requirements;

3. access logs;

4. session restrictions;

5. login monitoring;

6. IP or device controls;

7. encryption; and

8. identity-verification procedures.

11.5 The Customer shall notify The Will without undue delay if it becomes aware of:

1. compromised credentials;

2. unauthorised access;

3. loss of a device containing access credentials;

4. suspicious activity;

5. accidental disclosure of User Content; or

6. any incident that may affect the confidentiality, integrity or availability of the Platform.

11.6 The Will may suspend an Account where reasonably necessary to protect the Platform, User Content, other customers or affected individuals.

11.7 Security measures do not relieve the Customer of its responsibility to maintain appropriate organisational and technical controls within its own organisation.

11. Accounts and Access Management

11.1 Each Professional User and End User must use an individual Account unless The Will expressly permits another access method.

11.2 Account credentials are personal and may not be shared.

11.3 The Customer is responsible for ensuring that:

1. access rights reflect each user’s role;

2. administrator privileges are granted only to suitable persons;

3. former employees and other unauthorised persons are removed promptly;

4. passwords and authentication methods are appropriately protected; and

5. users comply with reasonable security requirements communicated by The Will.

11.4 The Will may implement security measures including:

1. multi-factor authentication;

2. password-complexity requirements;

3. access logs;

4. session restrictions;

5. login monitoring;

6. IP or device controls;

7. encryption; and

8. identity-verification procedures.

11.5 The Customer shall notify The Will without undue delay if it becomes aware of:

1. compromised credentials;

2. unauthorised access;

3. loss of a device containing access credentials;

4. suspicious activity;

5. accidental disclosure of User Content; or

6. any incident that may affect the confidentiality, integrity or availability of the Platform.

11.6 The Will may suspend an Account where reasonably necessary to protect the Platform, User Content, other customers or affected individuals.

11.7 Security measures do not relieve the Customer of its responsibility to maintain appropriate organisational and technical controls within its own organisation.

13. User Content and Ownership

13.1 As between The Will and the Customer, the Customer or relevant End User retains ownership of its User Content.

13.2 No ownership of User Content is transferred to The Will.

13.3 The Customer grants The Will a non-exclusive, worldwide and limited right to host, copy, transmit, process, organise, encrypt, back up, restore, display and otherwise use User Content solely to:

1. provide the Platform;

2. perform the Agreement;

3. maintain security and continuity;

4. provide support;

5. comply with lawful obligations; and

6. improve the technical operation of the Platform, subject to applicable law.

13.4 The Customer represents and warrants that:

1. it is entitled to upload, process and instruct The Will to process the User Content;

2. User Content does not unlawfully infringe third-party rights;

3. all required notices have been given and all required permissions or legal bases have been obtained;

4. it will not upload unlawful, misleading, malicious or harmful content; and

5. its instructions to The Will comply with applicable law.

13.5 The Will does not acquire ownership of documents, photographs, recordings, messages, personal information, digital-asset records or other materials uploaded to the Platform.

13.6 The Will may generate operational metadata, security logs, diagnostic information, performance information and anonymised or aggregated statistics relating to the use and performance of the Platform.

13.7 To the extent permitted by applicable law, The Will may use anonymised and aggregated information that cannot reasonably be used to identify the Customer or an individual to:

1. improve the Platform;

2. analyse performance;

3. develop functionality;

4. prevent abuse;

5. conduct statistical research; and

6. prepare general service reports.

13.8 The Will shall not use identifiable User Content for advertising or sell identifiable User Content to third parties.

14. Digital Assets and Cryptocurrency Information

14.1 The Platform may allow Users to record information concerning Digital Assets, including:

1. online accounts;

2. domain names;

3. social-media accounts;

4. digital files;

5. intellectual property;

6. online subscriptions;

7. virtual items;

8. cryptocurrency holdings;

9. blockchain-based assets;

10. wallet addresses;

11. exchange accounts;

12. access instructions; and

13. other digitally recorded rights or information.

14.2 The Will is not a custodian of cryptocurrency, tokens, private keys, seed phrases, wallet credentials or other financial assets unless expressly agreed in a separate written custody agreement.

14.3 The Platform does not constitute:

1. a cryptocurrency exchange;

2. a wallet provider;

3. a crypto-asset service provider;

4. an investment service;

5. a payment service;

6. an electronic-money service; or

7. financial advice.

14.4 Users should exercise particular caution before uploading private keys, seed phrases, passwords, recovery codes or complete access credentials.

14.5 The Will may restrict the storage of certain credentials or require the use of designated encrypted fields or security features.

14.6 The Customer is responsible for advising Clients on:

1. the risks of storing access credentials;

2. secure key-management practices;

3. the legal transferability of Digital Assets;

4. the terms imposed by relevant platforms or service providers;

5. applicable tax consequences;

6. succession and access restrictions; and

7. the risk that Digital Assets may be lost, inaccessible, volatile or subject to fraud.

14.7 Recording the existence of a Digital Asset does not prove ownership, value, authenticity, transferability or legal entitlement.

14.8 The Will is not liable for:

1. fluctuations in the value of Digital Assets;

2. loss of access caused by incorrect or outdated credentials;

3. transfers made by persons using disclosed credentials;

4. incompatible wallets or blockchain protocols;

5. changes to third-party platforms;

6. loss of private keys outside the Platform;

7. blockchain congestion or failure;

8. scams, fraud or unauthorised transactions; or

9. the legal treatment of a Digital Asset in a particular jurisdiction,

except to the extent directly caused by a breach of the Agreement by The Will and subject to the limitations of liability set out elsewhere in the Agreement.

15. Personal Messages, Audio and Video Content

15.1 The Platform may allow Users to store personal messages, letters, audio files, photographs and video recordings for future access or delivery.

15.2 Personal Messages are User Content and remain the responsibility of the person uploading or recording them.

15.3 The Customer shall ensure that Users are informed that:

1. a Personal Message is not automatically a legally binding document;

2. a recording may not satisfy the formal requirements applicable to a will, codicil, deed, power of attorney or other legal instrument;

3. a message may contain outdated, inaccurate or conflicting information;

4. identifiable persons appearing in recordings may have privacy or portrait rights;

5. copyright or other rights may belong to third parties; and

6. future delivery cannot be absolutely guaranteed in every circumstance.

15.4 The Will may process Personal Messages solely as necessary to store, secure, transcode, display, transmit or deliver them in accordance with the selected functionality.

15.5 The Customer and User are responsible for ensuring that Personal Messages do not contain:

1. unlawful threats;

2. discriminatory or defamatory material;

3. instructions to commit unlawful acts;

4. malicious software;

5. content infringing third-party rights; or

6. content whose storage or disclosure would otherwise be unlawful.

15.6 The Will does not routinely review Personal Messages but may investigate or restrict content where reasonably necessary to comply with law, protect security or enforce the Agreement.

15.7 Where scheduled or event-based delivery is offered, the Customer acknowledges that delivery may depend on verification, contact information, third-party communication services and continued availability of the relevant Subscription.

16. Hashing, Integrity Records and Electronic Timestamps

16.1 The Platform may use cryptographic hashing, electronic timestamps, audit trails or similar technical methods to record information concerning a file, data entry or event.

16.2 A hash may help demonstrate whether data has changed since the hash was created.

16.3 A timestamp may help record that certain electronic data existed or was processed at a particular time.

16.4 Unless expressly stated otherwise, such functionality does not constitute a qualified electronic timestamp, qualified electronic signature, qualified electronic seal or other qualified trust service under applicable law.

16.5 Hashing or timestamping does not by itself prove:

1. the identity of the person who created or uploaded the information;

2. the legal capacity of that person;

3. the truth or accuracy of the information;

4. lawful ownership of the information or asset;

5. the absence of fraud, coercion or undue influence;

6. compliance with testamentary or notarial formalities;

7. the legal validity of a document;

8. the authenticity of a signature; or

9. the enforceability of an instruction.

16.6 The Customer must not describe a hash or timestamp as conclusive proof of legal validity unless such conclusion has been independently confirmed by an appropriately qualified professional.

16.7 Where The Will integrates with a third-party timestamping, blockchain or trust-service provider, the availability and legal status of that service may also be subject to the third party’s terms and technical standards.

16.8 The Will does not guarantee that every court, public authority, financial institution, technology provider or other third party will accept a hash, audit record or timestamp as evidence.

17. Privacy Roles and Data Protection

17.1 Each Party shall comply with applicable data-protection and privacy legislation, including the General Data Protection Regulation, the Dutch GDPR Implementation Act and any other legislation applicable to the relevant processing activity.

17.2 For personal data that the Customer submits to the Platform or causes The Will to process on the Customer’s behalf:

1. the Customer will generally act as controller; and

2. The Will will generally act as processor.

17.3 The Parties shall enter into a Data Processing Agreement where required by applicable law.

17.4 The Customer is responsible for determining:

1. the purposes and legal basis of the processing;

2. which categories of personal data may be processed;

3. which individuals may be granted access;

4. how long personal data should be retained;

5. what information must be provided to data subjects;

6. whether a data-protection impact assessment is required;

7. whether special-category personal data may lawfully be processed;

8. whether information relating to criminal convictions or offences may lawfully be processed; and

9. how data-subject requests should be handled.

17.5 The Will shall process personal data on documented instructions from the Customer, except where processing is required by applicable law.

17.6 The Will may process certain personal data as an independent controller where necessary for:

1. customer administration;

2. invoicing and financial records;

3. account and identity management;

4. fraud prevention;

5. information security;

6. legal compliance;

7. service communications; or

8. the establishment, exercise or defence of legal claims.

17.7 The Customer shall not instruct The Will to process personal data unlawfully.

17.8 If The Will reasonably believes that an instruction infringes applicable data-protection law, it may suspend the relevant processing and request clarification or modification.

17.9 The Customer acknowledges that User Content may include sensitive information, including:

1. health information;

2. family information;

3. financial information;

4. identity documentation;

5. testamentary wishes;

6. information concerning vulnerable persons;

7. political, religious or philosophical preferences;

8. biometric or genetic information;

9. sexual-orientation information;

10. criminal-offence information; and

11. access credentials or security information.

17.10 The Customer shall only cause such information to be processed where a lawful basis and, where required, an applicable exception or additional legal condition exists.

17.11 The Customer is primarily responsible for responding to requests from Clients and other data subjects relating to access, correction, deletion, restriction, portability, objection or other statutory rights, unless otherwise agreed.

17.12 The Will shall provide reasonable assistance in accordance with the Data Processing Agreement and may charge reasonable costs where assistance exceeds the standard service or results from the Customer’s acts or omissions.

17.13 International transfers of personal data shall be handled in accordance with applicable law and the Data Processing Agreement.

18. Information Security

18.1 The Will shall maintain technical and organisational measures designed to protect personal data and User Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure and unauthorised access.

18.2 Security measures may include, where appropriate:

1. encryption in transit;

2. encryption at rest;

3. logical access controls;

4. multi-factor authentication;

5. role-based permissions;

6. backups;

7. logging and monitoring;

8. vulnerability management;

9. incident-response procedures;

10. business-continuity measures;

11. employee confidentiality obligations;

12. supplier-management controls; and

13. periodic testing or review.

18.3 The Will may update its security measures to respond to technological developments, operational risks, legal obligations and generally accepted industry practices.

18.4 No internet-based, cloud-based or electronic-storage system is completely secure. The Will therefore does not warrant that unauthorised access, data loss, cyberattacks or service interruptions can never occur.

18.5 The Customer remains responsible for security within its own environment, including:

1. endpoint security;

2. email security;

3. network security;

4. employee training;

5. access management;

6. secure handling of exported data;

7. device protection;

8. internal confidentiality procedures; and

9. secure deletion of locally stored copies.

18.6 The Customer shall not perform or permit penetration testing, vulnerability scanning, security testing or similar activities against the Platform without The Will’s prior written consent.

18.7 The Customer shall not attempt to circumvent security controls or obtain access to data, systems or Accounts for which it has not been authorised.

18.8 The Will shall address personal-data breaches in accordance with applicable law and the Data Processing Agreement.

18.9 Unless otherwise agreed, the Customer remains responsible for determining whether it must notify a supervisory authority, Client, data subject, insurer, regulator or other third party of an incident affecting data for which the Customer is controller.

19. Backups, Retention and Deletion

19.1 The Will may maintain backups for service-continuity, security and disaster-recovery purposes.

19.2 Backups are not intended to replace the Customer’s own record-retention and business-continuity procedures.

19.3 The Customer is responsible for determining which records it must retain independently and in which form.

19.4 Retention periods may be determined by:

1. the Subscription;

2. the Customer’s configuration;

3. the Data Processing Agreement;

4. applicable legal requirements;

5. backup cycles; and

6. legitimate security and continuity needs.

19.5 Following termination or expiry of the Agreement, The Will may make User Content available for export for the period specified in the Order Form or applicable service documentation.

19.6 Following expiry of the applicable export or retention period, The Will may delete or anonymise User Content, subject to:

1. mandatory legal-retention duties;

2. backup cycles;

3. unresolved disputes;

4. security requirements; and

5. the establishment, exercise or defence of legal claims.

19.7 The Customer must complete any required export before the applicable deadline.

19.8 Deleted information may remain temporarily within secure backups until those backups are overwritten or deleted in accordance with The Will’s normal retention cycles.

19.9 The Will shall not be responsible for loss of data caused by the Customer’s failure to export information within the applicable period.

20. APIs and Integrations

20.1 The Platform may permit integrations with Customer systems or third-party services through APIs, connectors, embedded components or other technical interfaces.

20.2 Use of an API may be subject to additional documentation, technical limitations, usage limits, security requirements and fees.

20.3 The Customer is responsible for:

1. selecting and configuring integrations;

2. ensuring that it is entitled to connect the relevant systems;

3. protecting API keys and credentials;

4. the acts and omissions of its integration providers;

5. ensuring that information transferred through an integration is lawful and accurate;

6. testing integrations before production use; and

7. monitoring continued compatibility.

20.4 The Customer shall not use an API to:

1. circumvent subscription limits;

2. impair Platform performance;

3. access unauthorised information;

4. create a competing service by reproducing material Platform functionality;

5. introduce malicious code;

6. conduct unlawful surveillance or profiling; or

7. violate applicable law or third-party rights.

20.5 The Will may modify, restrict, rate-limit, suspend or discontinue an API where reasonably necessary for security, compliance, maintenance, technical improvement or protection of the Platform.

20.6 The Will will use reasonable efforts to provide notice of material API changes where practicable, but does not guarantee permanent compatibility with every integration.

21. Third-Party Services

21.1 The Platform may interoperate with or contain links to third-party products and services, including:

1. cloud-hosting providers;

2. payment providers;

3. app stores;

4. identity-verification services;

5. email and messaging providers;

6. electronic-signature providers;

7. electronic timestamp or trust-service providers;

8. blockchain networks;

9. analytics services;

10. customer relationship management systems; and

11. professional software used by the Customer.

21.2 Third-party services may be governed by separate terms and privacy policies.

21.3 Unless expressly stated otherwise, The Will does not control and is not responsible for:

1. the availability of third-party services;

2. changes made by third-party providers;

3. information supplied by those providers;

4. the security of systems outside The Will’s control;

5. third-party fees;

6. a third party’s suspension or termination of service; or

7. incompatibility caused by a third-party change.

21.4 The Customer authorises The Will to exchange data with selected third-party services where required to enable an integration requested or configured by the Customer.

21.5 The Will may replace a third-party supplier or component with a substantially equivalent alternative.

21.6 Where a third-party service is essential to specific functionality and becomes unavailable, The Will may modify, suspend or discontinue that functionality without being required to continue using the same provider.

22. Artificial Intelligence and Automated Features

22.1 The Platform may from time to time include artificial-intelligence, machine-learning, automated-classification, summarisation, extraction or recommendation features.

22.2 Unless expressly stated otherwise, output generated by such features is provided as an assistive tool and must be reviewed by an appropriately qualified person before being relied upon.

22.3 AI-generated output may be incomplete, inaccurate, misleading, outdated or unsuitable for a particular legal or professional purpose.

22.4 AI-generated output does not constitute legal, financial, tax, insurance or estate-planning advice.

22.5 The Customer remains responsible for:

1. verifying AI-generated output;

2. deciding whether to use it;

3. correcting errors;

4. ensuring that professional judgement is exercised;

5. ensuring that legally significant decisions are not made solely through automated processing where prohibited; and

6. providing required information to affected individuals.

22.6 The Customer shall not submit personal data, privileged information, professional secrets or confidential Client information to an optional third-party AI feature unless the Customer has verified that such use is lawful and appropriately protected.

22.7 The Will shall provide information about material AI processing and relevant third-party providers where required by applicable law or the Data Processing Agreement.

22.8 The Will does not warrant that AI-generated output will be unique, error-free, legally valid or suitable for use without human review.

23. Acceptable Use

23.1 The Customer and its Users shall not use the Platform:

1. for unlawful, fraudulent, deceptive or abusive purposes;

2. to infringe intellectual-property, privacy, confidentiality or other third-party rights;

3. to store or distribute malware, ransomware or harmful code;

4. to gain unauthorised access to systems or information;

5. to disrupt or overload the Platform;

6. to impersonate another person or organisation;

7. to falsify identities, timestamps, records or evidence;

8. to misrepresent the legal status of stored documents;

9. to facilitate money laundering, sanctions evasion, tax evasion, fraud or other criminal activity;

10. to store content whose possession or distribution is unlawful;

11. to reverse engineer, decompile or attempt to extract source code except where such restriction is prohibited by mandatory law;

12. to copy or reproduce material parts of the Platform for a competing product;

13. to scrape, harvest or systematically extract Platform data without permission;

14. to test vulnerabilities without written authorisation; or

15. in a manner that could harm The Will, another customer, an End User or a third party.

23.2 The Will may investigate suspected violations and may remove or restrict access to content where reasonably necessary.

23.3 Where practicable, The Will will inform the Customer of a restriction and provide an opportunity to address the issue, unless immediate action is necessary or notice is prohibited by law.

23.4 The Customer shall cooperate with reasonable investigations into security incidents, misuse or suspected violations of this Article.

24. Customer Instructions and Conflicting Claims

24.1 The Will may rely on instructions received from authorised Customer administrators.

24.2 The Customer is responsible for maintaining an accurate list of authorised administrators and representatives.

24.3 The Will is not required to investigate internal authority disputes unless it has reasonable grounds to doubt an instruction.

24.4 Where The Will receives conflicting instructions or claims concerning an Account or User Content, it may:

1. suspend access;

2. preserve the relevant data;

3. request identification or authority documents;

4. require joint instructions;

5. require a court order or legally binding decision; or

6. take other reasonable protective measures.

24.5 The Will shall not be required to determine the merits of disputes between heirs, beneficiaries, executors, family members, Customers, Clients or representatives.

24.6 The reasonable costs incurred by The Will in responding to a dispute caused by the Customer or its Users may be charged to the Customer, unless the dispute results from a breach by The Will.

25. Order Forms and Subscriptions

25.1 Access to the Platform is purchased through an Order Form, quotation, online order, subscription confirmation or other written commercial agreement accepted by the Parties.

25.2 Each Order Form may specify:

1. the selected plan or service package;

2. whether the Customer receives access to the Web Platform, a mobile application, or both;

3. the number or category of Professional Users and End Users;

4. storage allowances;

5. white-label functionality;

6. implementation or onboarding services;

7. API access;

8. optional modules;

9. the Subscription Period;

10. fees and payment terms;

11. support arrangements;

12. applicable service levels; and

13. any Customer-specific conditions.

25.3 An Order Form becomes binding when:

1. it is signed or electronically accepted by both Parties;

2. the Customer accepts it through an online ordering process;

3. the Customer pays the applicable fees;

4. The Will activates the Subscription at the Customer’s request; or

5. the Customer begins using the relevant paid Services.

25.4 Unless expressly stated otherwise, each Subscription is provided to one Customer legal entity only.

25.5 Affiliated entities of the Customer may use the Platform only where:

1. they are expressly included in the Order Form;

2. the applicable fees have been agreed; and

3. the Customer remains responsible for their compliance with the Agreement.

25.6 Additional services, modules, storage, Users or integrations may be ordered during the Subscription Period and may be charged separately.

25.7 Where an Order Form conflicts with these Terms, the following order of precedence applies unless expressly agreed otherwise:

1. the Data Processing Agreement, solely for matters concerning processing of personal data;

2. the Order Form or individually negotiated agreement;

3. any applicable Service Level Agreement;

4. these Terms;

5. the applicable service documentation; and

6. any other policy incorporated into the Agreement.

25.8 A document shall only take priority over these Terms to the extent of the specific subject matter it addresses.

26. Subscription Period and Renewal

26.1 The Subscription begins on the commencement date stated in the Order Form or, where no commencement date is stated, on the date the Platform is activated for the Customer.

26.2 The initial Subscription Period shall be the period specified in the Order Form.

26.3 Unless the Order Form provides otherwise, a Subscription shall automatically renew for successive periods equal to the initial Subscription Period.

26.4 Either Party may prevent automatic renewal by giving written notice before the applicable notice deadline stated in the Order Form.

26.5 Where no notice deadline is stated, notice of non-renewal must be received at least one month before the end of the then-current Subscription Period.

26.6 Notice of non-renewal does not entitle the Customer to a refund of fees already due or paid.

26.7 The Will may provide a renewal reminder as a courtesy but is not required to do so unless mandatory law or the Order Form provides otherwise.

26.8 Continued use of the Platform following renewal constitutes acceptance of the renewed Subscription.

26.9 Where the Parties continue performance after expiry without having formally renewed the Agreement, The Will may continue providing the Services on a month-to-month basis at its then-current rates until either Party gives at least one month’s written notice.

27. Fees

27.1 The Customer shall pay all fees specified in the Order Form.

27.2 Fees may include:

1. recurring subscription fees;

2. implementation fees;

3. white-label configuration fees;

4. mobile-application development or publication fees;

5. API fees;

6. storage fees;

7. migration fees;

8. custom-development fees;

9. support or training fees;

10. third-party charges; and

11. professional-service fees.

27.3 Unless expressly stated otherwise, all fees:

1. are stated exclusive of value-added tax and other applicable taxes;

2. are payable in euros;

3. are non-cancellable once the applicable work or Subscription Period has begun; and

4. are non-refundable.

27.4 The Customer shall bear all applicable taxes, levies, duties and governmental charges, excluding taxes imposed on The Will’s net income.

27.5 Where withholding tax is required by law, the Customer shall:

1. make the required withholding;

2. pay the withheld amount to the relevant authority;

3. provide The Will with appropriate evidence; and

4. where legally permissible, increase the payment so that The Will receives the amount it would have received without the withholding.

27.6 Any estimates provided for custom work are based on the information available at the time and may be adjusted where the scope, requirements or assumptions change.

27.7 Work outside the agreed scope may be charged at The Will’s then-current rates.

27.8 The Customer may not withhold, suspend or set off payments except where the relevant counterclaim has been acknowledged in writing by The Will or finally established by a competent court.

28. Invoicing and Payment

28.1 The Will may invoice fees:

1. in advance;

2. monthly, quarterly or annually;

3. upon completion of an agreed milestone;

4. upon delivery of implementation work; or

5. as otherwise stated in the Order Form.

28.2 Unless another payment period is agreed, invoices are payable within fourteen days of the invoice date.

28.3 The Customer is responsible for providing accurate billing information and promptly notifying The Will of changes.

28.4 Payment shall be made without deduction, suspension or set-off, except where mandatory law provides otherwise.

28.5 If the Customer disputes an invoice, it must notify The Will in writing within fourteen days of the invoice date and provide:

1. the invoice number;

2. the disputed amount;

3. the reasons for the dispute; and

4. supporting information.

28.6 A dispute concerning part of an invoice does not suspend the Customer’s obligation to pay the undisputed part.

28.7 Failure to dispute an invoice within the period stated in Article 28.5 does not automatically waive rights that cannot legally be waived, but The Will may reasonably rely on the absence of a timely dispute when administering the Account.

29. Late Payment

29.1 If an invoice is not paid by its due date, the Customer shall be in default after receiving a written demand granting a reasonable final payment period, unless default occurs automatically under applicable law or the Agreement.

29.2 Following default, The Will may charge:

1. statutory commercial interest;

2. reasonable extrajudicial collection costs;

3. legal costs to the extent recoverable; and

4. reasonable administrative costs directly resulting from the non-payment.

29.3 The Will may suspend access to paid Services if an undisputed invoice remains unpaid after the Customer has received reasonable written notice.

29.4 Where urgent action is required to prevent substantial loss or repeated payment default, The Will may suspend the Services sooner, provided that it acts reasonably in the circumstances.

29.5 Suspension does not release the Customer from its payment obligations.

29.6 The Customer shall reimburse reasonable costs incurred by The Will in recovering overdue amounts.

29.7 The Will may require advance payment, a deposit, direct debit, security or revised payment terms where:

1. the Customer repeatedly pays late;

2. the Customer’s creditworthiness materially deteriorates;

3. insolvency appears likely;

4. the Customer materially increases its usage; or

5. other reasonable grounds exist to doubt timely payment.

30. Fee Adjustments

30.1 The Will may adjust recurring fees:

1. at the start of a renewal period;

2. where the scope of the Services changes;

3. where the Customer exceeds agreed usage limits;

4. where third-party supplier costs materially increase;

5. where taxes, exchange rates or legal requirements affect service costs; or

6. where the Consumer Price Index or another reasonable commercial index changes.

30.2 Unless the Order Form provides otherwise, The Will shall give at least thirty days’ notice of a material fee increase applicable during an existing Subscription Period.

30.3 A general fee adjustment taking effect at renewal does not entitle the Customer to terminate the current Subscription early.

30.4 If The Will proposes a material fee increase during a fixed Subscription Period for reasons other than increased usage, changed scope, law, taxes or third-party costs specifically attributable to the Customer, the Customer may terminate the affected Service by written notice before the increase takes effect.

30.5 Continued use following the effective date of an announced adjustment constitutes acceptance of the adjusted fees.

31. Usage Limits

31.1 The Customer shall comply with all usage limits stated in the Order Form or service documentation.

31.2 Usage limits may relate to:

1. Professional Users;

2. End Users;

3. client vaults;

4. data storage;

5. file size;

6. video duration;

7. bandwidth;

8. API calls;

9. messages;

10. branded applications;

11. domains;

12. environments; or

13. support hours.

31.3 The Will may monitor usage for billing, capacity planning, security, compliance and service-management purposes.

31.4 Where the Customer exceeds an agreed limit, The Will may:

1. notify the Customer;

2. offer an upgrade;

3. invoice excess usage;

4. temporarily limit the relevant functionality; or

5. agree another reasonable solution.

31.5 The Will will not intentionally delete User Content solely because a usage limit has been exceeded without first giving the Customer a reasonable opportunity to reduce usage or purchase additional capacity, except where urgent action is required for security or system stability.

32. Implementation and Onboarding

32.1 The Will may provide implementation, configuration, migration, branding, training or onboarding services.

32.2 The Customer shall provide, in a timely manner:

1. branding materials;

2. technical information;

3. authorised contacts;

4. domain and DNS information;

5. application-store information;

6. content and legal notices;

7. integration credentials;

8. test users;

9. approvals; and

10. other reasonably requested materials.

32.3 The Customer is responsible for the accuracy and completeness of materials it supplies.

32.4 Delivery dates are estimates unless expressly designated in writing as binding deadlines.

32.5 The Will shall not be responsible for delay caused by:

1. incomplete Customer information;

2. delayed approvals;

3. changed requirements;

4. third-party providers;

5. app-store reviews;

6. domain or certificate providers;

7. integration partners;

8. force majeure; or

9. circumstances outside The Will’s reasonable control.

32.6 A delay caused by the Customer may result in:

1. revised delivery dates;

2. additional fees;

3. rescheduling of resources; or

4. deemed acceptance of completed stages where the Customer fails to review them within a reasonable period.

32.7 Custom functionality is included only where expressly stated in the Order Form.

32.8 Feedback, requested changes and corrections after acceptance may be treated as additional work unless they concern a demonstrable failure to meet agreed specifications.

33. Acceptance of Implementation Work

33.1 Where The Will delivers Customer-specific implementation or development work, the Customer shall test it within the acceptance period stated in the Order Form.

33.2 If no acceptance period is stated, the Customer shall review the work within ten Business Days after delivery.

33.3 The work shall be considered accepted where:

1. the Customer confirms acceptance;

2. the Customer places it into production use;

3. the Customer does not report a material non-conformity within the applicable acceptance period; or

4. a reported issue does not prevent substantial use of the agreed functionality.

33.4 A rejection must:

1. be made in writing;

2. identify the relevant agreed specification;

3. describe the material non-conformity in sufficient detail; and

4. include reasonable evidence enabling reproduction of the issue.

33.5 The Will shall use reasonable efforts to correct a valid material non-conformity and resubmit the affected work.

33.6 Minor defects that do not materially impair use shall not justify rejection but shall be corrected within a reasonable period where they fall within the agreed scope.

33.7 Changes in preference, design taste or business requirements after delivery do not constitute defects.

34. White-Label Applications and App Stores

34.1 Where the Subscription includes a white-label mobile application, the Parties shall agree whether the application will be published:

1. through an application-store account controlled by the Customer;

2. through an account controlled by The Will; or

3. through another agreed arrangement.

34.2 The Customer is responsible for:

1. the legality of its application name;

2. its brand, logos and screenshots;

3. its end-user descriptions;

4. its professional claims;

5. any regulated-services statements;

6. its own privacy notice and customer-facing terms;

7. age classifications and target markets; and

8. information it asks The Will to submit on its behalf.

34.3 Publication is subject to the rules, review processes and technical requirements of the relevant application store.

34.4 The Will does not guarantee that an application store will:

1. approve an application;

2. approve an update;

3. complete its review within a particular period;

4. continue distributing the application; or

5. maintain its current technical or commercial requirements.

34.5 The Customer shall cooperate promptly with reasonable requests relating to application-store review.

34.6 Where rejection results from Platform functionality controlled by The Will, The Will shall use reasonable efforts to address the issue.

34.7 Where rejection results from Customer branding, content, business activities, legal claims or failure to supply required information, additional remediation work may be charged separately.

34.8 Application-store fees and developer-account fees are payable by the Party identified in the Order Form.

35. Availability of the Platform

35.1 The Will shall use commercially reasonable efforts to make the Platform available during the Subscription Period.

35.2 Unless a separate Service Level Agreement applies, The Will does not guarantee uninterrupted or error-free availability.

35.3 Availability may be affected by:

1. planned maintenance;

2. emergency maintenance;

3. security incidents;

4. internet or telecommunications failures;

5. hosting-provider failures;

6. third-party integrations;

7. application stores;

8. Customer systems;

9. force majeure events;

10. misuse of the Platform; or

11. circumstances outside The Will’s reasonable control.

35.4 The Will may temporarily limit or suspend access where reasonably necessary to:

1. perform maintenance;

2. prevent or address a security threat;

3. protect data;

4. comply with law;

5. prevent material damage;

6. restore service stability; or

7. investigate suspected misuse.

35.5 Where reasonably practicable, The Will shall notify the Customer in advance of planned maintenance likely to cause material disruption.

35.6 Emergency maintenance may be performed without prior notice.

35.7 The Customer acknowledges that some features depend on third-party services and may be unavailable when those services are interrupted.

35.8 The Will does not warrant that the Platform will be available in every country, on every device, through every browser or with every third-party system.

36. Support

36.1 The Will shall provide support in accordance with the Customer’s selected Subscription or Order Form.

36.2 Support may include:

1. helpdesk assistance;

2. technical guidance;

3. incident investigation;

4. administrator assistance;

5. onboarding support;

6. documentation; and

7. reasonable troubleshooting.

36.3 Support does not include, unless expressly agreed:

1. legal advice;

2. tax advice;

3. professional estate-planning advice;

4. support for unsupported third-party systems;

5. repair of Customer hardware or networks;

6. custom development;

7. data correction caused by Customer error;

8. on-site services; or

9. unlimited training.

36.4 The Customer shall provide sufficient information to enable investigation, including:

1. a description of the issue;

2. screenshots or recordings where appropriate;

3. relevant timestamps;

4. affected Accounts;

5. steps to reproduce the issue; and

6. any relevant error messages.

36.5 Response times are targets unless expressly stated as binding in a Service Level Agreement.

36.6 The Will may prioritise support requests according to severity, impact, security implications and the number of affected Users.

36.7 Support may be delayed where the Customer fails to cooperate or provide sufficient information.

37. Maintenance, Updates and Changes

37.1 The Will may maintain, update, enhance and modify the Platform throughout the Subscription Period.

37.2 Updates may include:

1. security patches;

2. bug fixes;

3. interface changes;

4. performance improvements;

5. new features;

6. technical migrations;

7. changes required by law;

8. changes required by third-party platforms; and

9. removal of obsolete functionality.

37.3 The Will may determine the technical architecture, hosting arrangements, development methods and release schedule of the Platform.

37.4 The Will shall use reasonable efforts not to materially reduce the core functionality purchased by the Customer during a paid Subscription Period.

37.5 The removal or modification of functionality shall not constitute a material reduction where:

1. the functionality is replaced by substantially equivalent functionality;

2. the change is required for security or compliance;

3. the feature depends on a discontinued third-party service;

4. the functionality is experimental or designated as beta;

5. use of the functionality is negligible; or

6. continued operation would be technically or commercially unreasonable.

37.6 Where a change materially removes an essential paid function without an equivalent replacement, the Parties shall discuss a reasonable solution, which may include:

1. an alternative function;

2. a service credit;

3. a fee adjustment; or

4. termination of the materially affected Service.

37.7 The Will is not required to maintain old versions, interfaces or integrations indefinitely.

38. Beta and Preview Features

38.1 The Will may make beta, pilot, preview, test or experimental features available.

38.2 Such features may:

1. contain defects;

2. change without notice;

3. be unavailable at times;

4. produce incomplete or inaccurate results;

5. be subject to additional restrictions; or

6. be discontinued.

38.3 Unless expressly agreed otherwise, beta and preview features are provided without service-level commitments.

38.4 The Customer shall not use experimental features for critical legal, regulatory, testamentary or professional decisions without appropriate independent verification.

38.5 The Will may request feedback regarding beta features.

38.6 The Customer grants The Will the right to use such feedback without restriction or payment, provided that The Will does not disclose the Customer’s confidential information.

38.7 The Will is not obliged to release a beta feature as a generally available service.

39. Intellectual Property Rights in the Platform

39.1 The Will and its licensors retain all Intellectual Property Rights in and relating to:

1. the Platform;

2. software;

3. source code;

4. object code;

5. databases;

6. user interfaces;

7. templates;

8. workflows;

9. designs;

10. documentation;

11. APIs;

12. algorithms;

13. data models;

14. technical architecture;

15. trade names;

16. logos;

17. know-how; and

18. improvements and derivative works.

39.2 Except for the limited licence expressly granted under the Agreement, no rights are transferred to the Customer.

39.3 The Customer shall not:

1. copy the Platform except as permitted by law or the Agreement;

2. modify or create derivative works from the Platform;

3. reverse engineer, decompile or disassemble the Platform except where and only to the extent that such restriction is prohibited by mandatory law;

4. remove proprietary notices;

5. access source code;

6. use the Platform to develop a substantially similar competing product;

7. provide access to unauthorised third parties;

8. resell the Platform except where expressly agreed; or

9. register any confusingly similar domain name, trade name or trademark.

39.4 The Customer retains ownership of Customer-provided branding, content, templates, data and materials.

39.5 The Customer grants The Will a limited licence to use Customer-provided materials as necessary to provide the Services.

39.6 Unless expressly agreed otherwise, general ideas, experience, methods, skills and know-how gained by The Will while performing the Agreement may be used in its business, provided that no Customer Confidential Information or identifiable User Content is disclosed.

39.7 Custom-developed functionality shall belong to The Will unless the Order Form expressly assigns specific Intellectual Property Rights to the Customer.

39.8 Payment for custom development does not by itself transfer ownership of underlying software, reusable components, frameworks, methods, libraries or Platform improvements.

39.9 Where ownership of a specific custom deliverable is expressly transferred, The Will retains ownership of:

1. pre-existing materials;

2. generic components;

3. development tools;

4. underlying Platform technology;

5. reusable code;

6. know-how; and

7. improvements not exclusively specific to the Customer.

40. Customer Branding and Materials

40.1 The Customer represents that it owns or is authorised to use all materials supplied to The Will.

40.2 Customer materials may include:

1. trademarks;

2. logos;

3. photographs;

4. written content;

5. fonts;

6. colour schemes;

7. videos;

8. application names;

9. domain names;

10. client communications; and

11. legal notices.

40.3 The Customer shall indemnify The Will against third-party claims that Customer-provided materials infringe Intellectual Property Rights, privacy rights or other rights, subject to the indemnification procedure set out later in the Agreement.

40.4 The Will may refuse to use materials that it reasonably believes are unlawful, misleading, infringing, technically unsuitable or damaging.

40.5 The Will is not responsible for checking trademark availability, domain ownership or regulatory approval of Customer branding.

40.6 The Customer shall promptly replace any Customer material that becomes subject to a credible infringement claim.

41. Feedback and Suggestions

41.1 The Customer may provide suggestions, ideas, requests, comments or other feedback concerning the Platform.

41.2 Unless expressly agreed otherwise, The Will may use feedback to develop, improve and commercialise its products and services without restriction or compensation.

41.3 The Will shall not identify the Customer publicly as the source of feedback without permission.

41.4 Feedback does not transfer ownership of Customer Confidential Information or User Content.

41.5 The Will is not obliged to implement any suggestion or requested feature.

42. Confidentiality

42.1 Each Party may receive Confidential Information from the other Party.

42.2 “Confidential Information” means information that:

1. is designated as confidential;

2. is by its nature confidential; or

3. should reasonably be understood as confidential given the circumstances of disclosure.

42.3 Confidential Information may include:

1. business plans;

2. commercial terms;

3. pricing;

4. technical information;

5. software architecture;

6. security information;

7. customer lists;

8. product roadmaps;

9. financial information;

10. trade secrets;

11. professional files;

12. User Content; and

13. personal data.

42.4 The receiving Party shall:

1. use Confidential Information only for the Agreement;

2. protect it using at least reasonable care;

3. disclose it only to persons who need access for the Agreement;

4. ensure that recipients are bound by confidentiality duties; and

5. not disclose it to third parties except as permitted by the Agreement.

42.5 Confidentiality obligations do not apply to information that the receiving Party can demonstrate:

1. was lawfully known without restriction before disclosure;

2. becomes public without breach of the Agreement;

3. is independently developed without use of the disclosing Party’s Confidential Information;

4. is lawfully received from a third party without confidentiality restriction; or

5. is approved for disclosure in writing.

42.6 A Party may disclose Confidential Information where required by law, regulation or binding order, provided that it:

1. gives advance notice where legally permitted;

2. limits disclosure to what is required; and

3. reasonably cooperates with protective measures.

42.7 The confidentiality obligations continue during the Agreement and for five years after termination.

42.8 Obligations concerning trade secrets, professional secrets, personal data, access credentials and User Content continue for as long as the information remains confidential or applicable law requires protection.

42.9 Nothing in the Agreement requires a notary, lawyer, insurer or other regulated professional to disclose information in breach of legally applicable professional secrecy.

42.10 The Customer remains responsible for determining whether use of the Platform is compatible with its specific professional-secrecy obligations.

43. Publicity and Customer References

43.1 The Will shall not use the Customer’s name or logo in public marketing materials without the Customer’s prior consent, except where the Order Form provides otherwise.

43.2 Consent may be withdrawn for future use by written notice, subject to reasonable time required to update existing materials.

43.3 The Will may state that it provides services to an unnamed customer within a general industry category.

43.4 Neither Party shall issue a press release referring to the other Party without prior approval.

43.5 The Customer shall not make public statements suggesting that The Will endorses the Customer’s legal advice, regulated services or professional conclusions.

44. Compliance with Laws

44.1 Each Party shall comply with laws applicable to its own performance under the Agreement.

44.2 The Customer is responsible for laws and professional rules governing:

1. its services;

2. its Client relationships;

3. estate planning;

4. notarial practice;

5. legal practice;

6. insurance distribution;

7. financial services;

8. professional secrecy;

9. client identification;

10. anti-money-laundering obligations;

11. sanctions compliance;

12. record retention;

13. consumer communications; and

14. marketing.

44.3 The Will is responsible for laws directly applicable to its provision of the Platform as a technology provider.

44.4 The Will does not warrant that the Platform, without Customer-specific professional review or configuration, satisfies every regulatory requirement applicable to the Customer.

44.5 Where changes in law materially affect the Services, The Will may:

1. modify the Platform;

2. change procedures;

3. require additional Customer information;

4. suspend affected functionality;

5. amend the Agreement; or

6. charge reasonable costs associated with Customer-specific compliance work.

44.6 Neither Party shall knowingly use the Agreement to facilitate bribery, corruption, sanctions evasion, money laundering, fraud or other unlawful activity.

45. Export Controls and Sanctions

45.1 The Customer shall not use, export, re-export or provide access to the Platform in violation of applicable sanctions, trade restrictions or export-control laws.

45.2 The Customer represents that neither it nor, to its knowledge, its authorised Users are subject to sanctions that prohibit the relevant use of the Services.

45.3 The Will may restrict access where reasonably necessary to comply with sanctions or export-control requirements.

45.4 The Will shall not be liable for a restriction required by mandatory sanctions law, except where the restriction resulted from The Will’s own failure to comply with the Agreement.

46. Warranties by The Will

46.1 The Will warrants that:

1. it has authority to enter into the Agreement;

2. it shall provide the Services with reasonable care and professional skill;

3. it shall use reasonable efforts to make the Platform materially conform to the applicable service description; and

4. it shall not knowingly introduce malicious code into the Platform.

46.2 If the Customer reports a reproducible material failure to comply with Article 46.1, The Will shall use reasonable efforts to:

1. correct the failure;

2. provide a reasonable workaround; or

3. reperform the affected Service.

46.3 If The Will cannot remedy a material failure within a reasonable period, the Customer may terminate the materially affected Service and receive a pro-rata refund of prepaid fees relating to the unused portion of that Service.

46.4 The remedies in Articles 46.2 and 46.3 are the Customer’s primary contractual remedies for a breach of the warranties in this Article, without limiting rights that cannot lawfully be excluded.

47. Customer Warranties

47.1 The Customer warrants that:

1. it has authority to enter into the Agreement;

2. it shall use the Platform in accordance with the Agreement;

3. its instructions are lawful;

4. it has the necessary rights and legal bases for User Content;

5. Customer materials do not unlawfully infringe third-party rights;

6. it shall not misrepresent the Platform’s legal effect;

7. it shall maintain appropriate professional oversight; and

8. it shall pay applicable fees.

47.2 The Customer warrants that it will not rely solely on the Platform for legally significant decisions requiring independent professional judgement.

47.3 The Customer shall promptly notify The Will if any warranty given under this Article ceases to be accurate.

48. Disclaimers

48.1 Except for express warranties in the Agreement, the Platform is provided on an “as available” basis.

48.2 To the maximum extent permitted under Dutch law, The Will does not warrant that:

1. the Platform will be uninterrupted;

2. every defect will be corrected immediately;

3. the Platform will satisfy every Customer-specific requirement;

4. the Platform will be compatible with every system;

5. stored documents will be legally valid;

6. a Client’s wishes will be legally enforceable;

7. digital assets will remain accessible or transferable;

8. third-party services will remain available;

9. timestamps or hashes will be accepted as conclusive evidence;

10. AI-generated output will be accurate; or

11. data loss or cyber incidents can never occur.

48.3 The Platform does not constitute legal, tax, financial, investment, insurance, fiduciary, notarial or estate-planning advice.

48.4 The Will does not guarantee any legal, commercial, financial, inheritance or tax outcome.

48.5 The Customer remains responsible for independent professional review and for maintaining appropriate alternative records and continuity procedures.

48.6 Nothing in this Article excludes an obligation or liability that cannot lawfully be excluded under applicable Dutch law.

49. Suspension

49.1 The Will may suspend all or part of the Customer’s access where reasonably necessary because:

1. fees remain unpaid;

2. the Customer materially breaches the Agreement;

3. use creates a security risk;

4. unlawful activity is suspected;

5. suspension is required by law or authority;

6. the Customer exceeds usage limits and does not address the issue;

7. third-party services required for the functionality are suspended;

8. the Platform or other customers may be harmed; or

9. the Customer enters insolvency proceedings or ceases business.

49.2 Where practicable, The Will shall:

1. notify the Customer of the reason;

2. provide a reasonable opportunity to remedy the issue; and

3. limit the suspension to the affected Accounts or Services.

49.3 Immediate suspension may occur where delay could:

1. cause security or privacy harm;

2. expose a Party to legal liability;

3. facilitate unlawful activity;

4. damage the Platform; or

5. endanger User Content.

49.4 The Will shall restore access within a reasonable period after the grounds for suspension have been remedied.

49.5 Suspension does not affect accrued payment obligations.

49.6 During suspension, The Will may preserve User Content but is not required to permit normal use of the Platform.

50. Audit and Compliance Information

50.1 Each Party shall maintain records reasonably necessary to demonstrate its compliance with the Agreement.

50.2 The Will may provide standard security, compliance and processing documentation to Customers subject to reasonable confidentiality restrictions.

50.3 Customer audit rights relating to personal data shall be governed primarily by the Data Processing Agreement.

50.4 The Customer may not conduct an intrusive technical audit, penetration test or on-site inspection without:

1. reasonable grounds;

2. prior written notice;

3. agreement on scope and timing;

4. appropriate confidentiality measures; and

5. safeguards protecting other customers and The Will’s systems.

50.5 Where independent audit reports or certifications provide sufficient assurance, The Will may offer those materials instead of permitting a duplicative audit.

50.6 The Customer shall bear its own audit costs.

50.7 The Customer shall also reimburse The Will’s reasonable costs where an audit:

1. is requested more than once in a twelve-month period without material cause;

2. requires substantial custom assistance;

3. concerns matters already adequately covered by current independent reports; or

4. identifies no material non-compliance.

50.8 Article 50.7 does not apply where an audit identifies a material breach by The Will or is required by a competent supervisory authority.

51. Changes to the Commercial Services

51.1 The Customer may request changes to its Subscription.

51.2 Any change may require:

1. a new Order Form;

2. adjusted fees;

3. technical assessment;

4. revised delivery dates;

5. additional implementation work; or

6. changes to applicable limits.

51.3 The Will is not obliged to accept a requested customisation or change.

51.4 No oral request or informal discussion changes the Agreement unless confirmed in writing by authorised representatives.

51.5 Where the Customer requests urgent work, The Will may apply expedited rates where agreed in advance.

52. Purchase Orders and Customer Terms

52.1 A Customer purchase order may be used for administrative purposes but does not amend the Agreement.

52.2 Terms printed on or incorporated into a Customer purchase order, supplier portal, procurement document or other Customer form shall not apply unless expressly accepted in writing by an authorised representative of The Will.

52.3 Performance by The Will does not constitute acceptance of additional Customer terms.

52.4 Where a purchase-order number is required, the Customer shall provide it in sufficient time. Failure to do so does not excuse payment where the Services have been validly ordered.

53. No Exclusivity

53.1 Unless expressly agreed in an Order Form, the Agreement is non-exclusive.

53.2 The Will may:

1. provide similar services to other organisations;

2. develop products with similar functionality;

3. work with the Customer’s competitors; and

4. use general skills and know-how obtained during its business activities.

53.3 The Will shall not disclose or use Customer Confidential Information in breach of Article 42.

53.4 The Customer may use other service providers, subject to its payment and confidentiality obligations under the Agreement.

54. General Principles of Liability

54.1 Each Party shall be responsible for loss directly caused by a breach of the Agreement that is attributable to that Party, subject to the exclusions, limitations and procedures set out in the Agreement.

54.2 The Customer acknowledges that:

1. the Platform supports professional services but does not replace professional judgement;

2. the Platform may contain highly sensitive, confidential and long-term information;

3. the Customer controls which Clients, Professional Users and other End Users are granted access;

4. the Customer determines the legal and professional purposes for which the Platform is used;

5. the Customer is responsible for the accuracy and legal effect of User Content; and

6. the allocation of risk in this Part IV is reflected in the agreed fees.

54.3 Any obligation of The Will to compensate loss shall apply only where:

1. The Will has materially breached an obligation under the Agreement;

2. the breach is attributable to The Will;

3. the loss is a sufficiently direct consequence of the breach;

4. the Customer has complied with the claim procedure in the Agreement; and

5. the Customer has taken reasonable measures to prevent and mitigate the loss.

54.4 The exclusions and limitations in the Agreement apply regardless of whether a claim is based on:

1. breach of contract;

2. tort or unlawful act;

3. negligence;

4. misrepresentation;

5. restitution;

6. indemnity;

7. statutory duty; or

8. any other legal basis,

to the extent permitted by applicable law.

54.5 References to The Will’s liability include the liability of its directors, employees, contractors, affiliated companies, licensors, hosting providers and other subcontractors, to the extent that such persons may rely on the Agreement.

55. Excluded Categories of Loss

55.1 To the maximum extent permitted by Dutch law, The Will shall not be liable for indirect loss, consequential loss or loss that was not reasonably foreseeable when the Agreement was entered into.

55.2 Excluded loss includes, without limitation:

1. loss of profit;

2. loss of revenue;

3. loss of turnover;

4. loss of anticipated savings;

5. loss of business opportunity;

6. loss of contracts;

7. loss of goodwill;

8. reputational damage;

9. loss of customers;

10. interruption of business operations;

11. loss arising from professional claims made against the Customer;

12. loss arising from inaccurate legal, tax, financial or insurance advice;

13. loss caused by an End User’s failure to update information;

14. loss caused by reliance on incomplete or outdated User Content;

15. loss arising from a document being invalid, unenforceable, improperly executed or legally ineffective;

16. loss arising from an inheritance, succession, beneficiary or family dispute;

17. loss in value of cryptocurrency or another Digital Asset;

18. loss caused by disclosure or misuse of credentials outside The Will’s reasonable control;

19. loss caused by failure of a third-party service;

20. loss caused by regulatory enforcement against the Customer’s professional activities; and

21. punitive, exemplary or multiplied damages.

55.3 Loss of data shall be treated as direct loss only to the extent of the reasonable costs of restoring the data from the most recent usable backup maintained by The Will.

55.4 The Will shall not be liable for the costs of recreating data that:

1. was never successfully uploaded;

2. was deleted by the Customer or a User;

3. was corrupted within a Customer-controlled system;

4. exceeded agreed technical limits;

5. was unavailable because the Customer failed to follow backup or export instructions; or

6. could reasonably have been maintained in an alternative record required by the Customer’s professional obligations.

55.5 Where an excluded category of loss is nevertheless held to be recoverable under mandatory law, that loss shall remain subject to the liability cap in Article 56.

56. Limitation of Liability

56.1 Subject to Article 57, The Will’s total aggregate liability arising out of or in connection with the Agreement shall be limited to the lower of:

1. the total fees, excluding VAT and third-party charges, paid or payable by the Customer for the affected Services during the twelve months immediately preceding the event giving rise to the claim; or

2. EUR 100,000.

56.2 Where the event giving rise to liability occurs during the first twelve months of the Agreement, the cap shall be calculated by reference to:

1. the fees paid and payable for the first twelve months of the affected Subscription; or

2. EUR 100,000,

whichever is lower.

56.3 Where liability relates exclusively to one Order Form, module, application, implementation project or other separately identifiable Service, the cap shall be calculated using only the fees attributable to that affected Service.

56.4 A series of related events, acts, omissions, failures or claims shall be treated as one event for the purpose of determining the applicable liability cap.

56.5 Where the Customer receives a service credit, refund or other financial remedy in relation to an incident, that amount shall be deducted from any damages payable in relation to the same incident.

56.6 The Customer’s payment obligations are not subject to the liability cap.

56.7 Liability arising from an indemnity shall be subject to the applicable liability cap unless the Agreement expressly provides otherwise.

56.8 The Parties may agree a higher liability cap in an Order Form, including where the Customer purchases an enhanced enterprise package or requires a cap aligned with particular insurance requirements.

57. Liability That Is Not Excluded

57.1 Nothing in the Agreement excludes or limits liability to the extent that such exclusion or limitation is prohibited by mandatory law.

57.2 The limitations in Articles 55 and 56 shall not apply to loss directly caused by:

1. wilful misconduct of The Will’s senior management;

2. deliberate recklessness of The Will’s senior management;

3. death or personal injury caused by The Will where liability cannot lawfully be limited;

4. fraud committed by The Will; or

5. any other liability that cannot lawfully be excluded or limited.

57.3 For clarity, an error, software defect, service interruption, ordinary negligence or failure by an employee or subcontractor shall not by itself constitute wilful misconduct or deliberate recklessness by The Will’s senior management.

57.4 Where only part of a limitation is unenforceable, the remaining exclusions and limitations shall continue to apply.

58. Matters Outside The Will’s Responsibility

58.1 The Will shall not be liable for loss caused by or resulting from:

1. incorrect, incomplete, unlawful or outdated User Content;

2. instructions given by the Customer or an authorised User;

3. access rights configured by the Customer;

4. sharing of passwords, credentials or private keys;

5. insecure Customer systems, networks, devices or email accounts;

6. the Customer’s failure to remove former employees or unauthorised Users;

7. professional advice or services provided by the Customer;

8. the legal effect or validity of documents;

9. failure to satisfy formalities such as signing, witnessing, notarisation, registration or execution;

10. failure to retain an original document;

11. disputes between Clients, heirs, beneficiaries, relatives, executors or other interested persons;

12. a Client’s lack of legal capacity or freedom from undue influence;

13. acts or omissions of third-party providers;

14. application-store review or rejection;

15. failure or discontinuation of blockchain networks;

16. loss, theft or misuse of cryptocurrency credentials;

17. incorrect integration configuration;

18. changes to laws, regulations or professional rules;

19. sanctions or legally required service restrictions;

20. internet, electricity or telecommunications failures outside The Will’s systems;

21. events of force majeure; or

22. use of the Platform contrary to documentation or reasonable instructions.

58.2 The Will is not responsible for determining:

1. whether a person has died or become incapacitated;

2. whether a person requesting access is an heir, beneficiary, executor or authorised representative;

3. the validity of a power of attorney;

4. the correct interpretation of a will;

5. entitlement to a Digital Asset;

6. whether a stored instruction supersedes another instruction; or

7. the outcome of any inheritance or succession dispute.

58.3 The Will may assist with verification processes but does not thereby assume legal responsibility for the underlying determination.

59. Duty to Mitigate

59.1 A Party seeking compensation shall take reasonable steps to prevent, minimise and mitigate its loss.

59.2 The Customer shall promptly:

1. report suspected incidents;

2. secure compromised Accounts;

3. preserve relevant evidence;

4. stop continued unauthorised use;

5. follow reasonable remediation instructions;

6. notify affected professional advisers where appropriate; and

7. avoid making commitments that unnecessarily increase the loss.

59.3 The Will shall not be liable for loss that could reasonably have been avoided or reduced through timely mitigation.

59.4 Costs reasonably incurred in mitigating a recoverable direct loss may themselves be recoverable, subject to the liability cap.

60. Claims Procedure

60.1 The Customer shall notify The Will in writing of any event that may give rise to a claim as soon as reasonably possible after becoming aware of it.

60.2 The notice shall include, where available:

1. the nature of the alleged breach;

2. the date and circumstances of the event;

3. the affected Services and Accounts;

4. the type of loss claimed;

5. an initial estimate of the amount;

6. supporting documentation; and

7. measures taken to mitigate the loss.

60.3 Failure to provide timely notice shall reduce The Will’s liability to the extent that the delay materially prejudices its ability to:

1. investigate the matter;

2. preserve evidence;

3. correct the issue;

4. mitigate loss;

5. involve its insurers; or

6. defend the claim.

60.4 Unless mandatory law provides otherwise, a claim against The Will shall lapse if legal proceedings have not been commenced within twelve months after the Customer became aware, or reasonably should have become aware, of both:

1. the event giving rise to the claim; and

2. the fact that loss had occurred.

60.5 The period in Article 60.4 shall not expire earlier than three months after the Agreement terminates.

60.6 Service incidents, complaints and support requests do not constitute formal commencement of legal proceedings.

61. Customer Indemnity

61.1 The Customer shall indemnify and hold harmless The Will and its directors, employees and subcontractors against third-party claims, losses, liabilities, penalties and reasonable professional costs arising from:

1. User Content supplied by or on behalf of the Customer;

2. Customer-provided branding or materials;

3. the Customer’s professional advice or services;

4. a representation that the Platform creates or guarantees legal validity;

5. the Customer’s unlawful processing of personal data;

6. the Customer’s failure to provide required privacy information or obtain a lawful basis;

7. use of the Platform in breach of law or professional rules;

8. infringement of third-party Intellectual Property Rights by Customer materials;

9. unlawful, defamatory or infringing Personal Messages;

10. unauthorised access granted by the Customer;

11. the Customer’s failure to verify a Client’s identity, authority or capacity;

12. a dispute concerning beneficiaries, heirs, executors, Digital Assets or Client instructions; or

13. the acts or omissions of Customer-appointed integration providers.

61.2 The indemnity shall not apply to the extent that the claim was directly caused by The Will’s breach of the Agreement.

61.3 The Will shall:

1. notify the Customer reasonably promptly of an indemnified claim;

2. provide reasonable information and cooperation;

3. allow the Customer reasonable control of the defence and settlement; and

4. not admit liability or settle the claim without the Customer’s approval, which shall not be unreasonably withheld.

61.4 The Customer shall not settle a claim in a manner that:

1. admits fault by The Will;

2. imposes a non-financial obligation on The Will;

3. affects The Will’s Intellectual Property Rights; or

4. requires disclosure of confidential information,

without The Will’s prior written consent.

61.5 The Customer shall reimburse reasonable defence costs as they are incurred, subject to appropriate documentation.

62. Intellectual Property Indemnity by The Will

62.1 The Will shall defend the Customer against a third-party claim alleging that the Customer’s authorised use of the unmodified Platform infringes that third party’s copyright, database right or patent in the European Economic Area.

62.2 The Will shall pay damages and costs finally awarded by a competent court or agreed in a settlement approved by The Will.

62.3 The indemnity in Article 62.1 applies only where the Customer:

1. promptly notifies The Will;

2. gives The Will control of the defence and settlement;

3. provides reasonable cooperation;

4. does not admit liability without consent; and

5. stops the allegedly infringing use where reasonably requested.

62.4 The indemnity does not apply to claims arising from:

1. Customer materials;

2. User Content;

3. modifications not made by The Will;

4. use in combination with items not supplied or approved by The Will;

5. use contrary to documentation;

6. continued use after notice of alleged infringement;

7. compliance with Customer-specific instructions;

8. third-party services;

9. open-source components governed by their own licences; or

10. use outside the scope of the Agreement.

62.5 If the Platform becomes, or is likely to become, subject to an infringement claim, The Will may:

1. obtain a right for continued use;

2. modify the affected functionality;

3. replace it with substantially equivalent functionality; or

4. terminate the affected Service and refund prepaid fees for the unused portion.

62.6 Article 62 states the Customer’s exclusive contractual remedy for third-party Intellectual Property Rights claims concerning the Platform, without limiting rights that cannot lawfully be excluded.

62.7 The Will’s liability under this Article is subject to Article 56.

63. Insurance

63.1 Each Party shall maintain insurance that is reasonable and customary for its business, size, activities and risk profile.

63.2 The Customer is responsible for maintaining appropriate insurance for:

1. professional liability;

2. cyber and data risks;

3. business interruption;

4. employee misconduct;

5. regulated professional activities; and

6. other risks connected with its use of the Platform.

63.3 The Will may maintain technology professional liability, cyber-risk and general business insurance at levels it considers reasonable.

63.4 The existence of insurance does not increase a Party’s liability beyond the limits agreed in the Agreement.

63.5 On reasonable request, a Party may provide evidence of relevant insurance, subject to confidentiality and insurer restrictions.

64. Termination for Convenience

64.1 A fixed-term Subscription may not be terminated for convenience before the end of its then-current Subscription Period unless the Order Form expressly provides otherwise.

64.2 Either Party may terminate a month-to-month Subscription by giving at least one month’s written notice.

64.3 A notice of non-renewal given in accordance with Article 26 shall take effect at the end of the current Subscription Period.

64.4 The Customer may cease using the Platform at any time, but cessation of use does not:

1. terminate the Agreement;

2. cancel outstanding fees;

3. create a right to a refund; or

4. relieve the Customer from obligations for the remainder of the Subscription Period.

64.5 Where The Will permits early termination as a commercial accommodation, it may require payment of:

1. all outstanding fees;

2. committed third-party costs;

3. unrecovered implementation costs; and

4. an agreed early-termination charge.

65. Termination for Cause

65.1 Either Party may terminate the Agreement or an affected Order Form by written notice if the other Party materially breaches the Agreement and:

1. the breach cannot be remedied; or

2. the breaching Party fails to remedy the breach within thirty days after receiving written notice requiring it to do so.

65.2 A shorter remediation period may be specified where reasonably necessary because of:

1. a security risk;

2. unlawful processing;

3. non-payment;

4. misuse of confidential information;

5. Intellectual Property Rights infringement; or

6. material harm to Users or the Platform.

65.3 Either Party may terminate the Agreement with immediate effect where the other Party:

1. enters liquidation;

2. is declared bankrupt;

3. applies for or receives a suspension of payments;

4. ceases or threatens to cease a substantial part of its business;

5. becomes unable to pay debts as they fall due;

6. is dissolved;

7. is subject to an equivalent insolvency event in another jurisdiction; or

8. engages in serious fraud or unlawful activity relating to the Agreement.

65.4 The Will may terminate or suspend the Agreement immediately where:

1. continued provision would breach applicable law or sanctions;

2. the Customer uses the Platform for criminal or fraudulent purposes;

3. the Customer deliberately compromises security;

4. the Customer repeatedly infringes third-party rights;

5. the Customer unlawfully accesses another customer’s information;

6. the Customer seriously misrepresents The Will or the Platform; or

7. continued performance would expose The Will or Users to a material and immediate risk.

65.5 The right to terminate is without prejudice to accrued rights, remedies and payment obligations.

66. Consequences of Termination

66.1 Upon termination or expiry:

1. the Customer’s licence and right to use the Platform shall end;

2. Professional Users and End Users may lose access;

3. outstanding invoices become immediately payable;

4. the Customer shall stop using The Will’s Intellectual Property Rights;

5. each Party shall return or delete Confidential Information where required;

6. The Will may deactivate branded domains and applications; and

7. the exit and data-export provisions shall apply.

66.2 Termination does not entitle the Customer to a refund except where:

1. the Agreement expressly provides for a refund;

2. The Will terminates for convenience during a prepaid fixed term; or

3. the Customer validly terminates for an unremedied material breach by The Will.

66.3 Where a refund is due, it shall be calculated on a pro-rata basis for the unused portion of the affected prepaid Service.

66.4 The Customer remains responsible for:

1. fees accrued before termination;

2. fees committed for a non-cancellable fixed term;

3. third-party charges incurred at the Customer’s request;

4. excess usage; and

5. agreed exit services.

66.5 Termination does not automatically revoke, replace or invalidate any legal document created outside the Platform.

66.6 The Customer is responsible for communicating relevant termination consequences to its Clients.

67. End-User Continuity and Client Protection

67.1 Because the Platform may contain long-term estate and legacy information, the Parties shall act reasonably to minimise avoidable harm to End Users when the Agreement ends.

67.2 Subject to payment of applicable fees and legal restrictions, The Will may offer:

1. a temporary read-only period;

2. Customer-administered data export;

3. direct export by authorised End Users;

4. migration assistance;

5. transfer to another authorised Customer; or

6. another reasonable continuity arrangement.

67.3 The exact continuity arrangement may depend on:

1. the Subscription;

2. the reason for termination;

3. the Customer’s payment status;

4. privacy roles;

5. security requirements;

6. the volume and format of data;

7. professional-secrecy obligations; and

8. the rights of individual End Users.

67.4 Nothing in this Article requires The Will to:

1. continue a free service indefinitely;

2. provide professional estate administration;

3. determine who is legally entitled to information;

4. transfer data to an unverified recipient;

5. maintain an unsupported application; or

6. disregard lawful deletion or retention instructions.

67.5 Where the Customer becomes insolvent, ceases business or can no longer serve its Clients, The Will may seek lawful instructions from:

1. an insolvency practitioner;

2. an authorised successor;

3. a competent authority;

4. individual data subjects where legally appropriate; or

5. another person with verified authority.

67.6 The Will may preserve affected data temporarily while authority, ownership or lawful next steps are determined.

68. Data Export

68.1 During the Subscription Period, the Customer may export User Content using available Platform functionality, subject to:

1. permissions;

2. security controls;

3. technical limitations;

4. privacy requirements; and

5. payment of applicable fees for custom exports.

68.2 Following termination, The Will shall make a standard export available for at least thirty days unless:

1. the Order Form specifies another period;

2. immediate deletion is lawfully required;

3. continued storage creates a material security risk;

4. the Account was used for serious unlawful activity; or

5. access must be restricted due to a dispute or binding order.

68.3 The format of a standard export may include commonly used machine-readable formats and copies of uploaded files where reasonably practicable.

68.4 The Will is not required to:

1. recreate Customer-specific software;

2. reproduce third-party functionality;

3. convert data into a proprietary competitor format;

4. supply source code;

5. export internal security information;

6. disclose another customer’s information; or

7. develop custom migration tools without additional agreement.

68.5 Custom migration or exit assistance may be charged at The Will’s then-current rates.

68.6 The Customer shall verify the completeness and usability of exported information promptly.

68.7 The Will may correct a demonstrable export defect reported during the export period but does not warrant compatibility with the Customer’s replacement system.

69. Deletion Following Termination

69.1 After expiry of the applicable export period, The Will may delete or anonymise User Content in accordance with:

1. the Agreement;

2. the Data Processing Agreement;

3. The Will’s retention schedules;

4. lawful Customer instructions; and

5. applicable law.

69.2 The Will may retain information where necessary for:

1. legal obligations;

2. accounting and tax records;

3. fraud prevention;

4. security logs;

5. dispute resolution;

6. the establishment, exercise or defence of legal claims;

7. backup integrity; or

8. evidence of contractual transactions.

69.3 Retained information shall remain protected and shall not be used for unrelated purposes.

69.4 Data contained in backups may remain until the backup is securely overwritten or deleted through the normal backup cycle.

69.5 The Will is not obliged to restore deleted production data from backups solely to satisfy a late export request.

69.6 The Customer shall not instruct The Will to delete information where the Customer knows that deletion would violate a legal-retention duty or binding preservation obligation.

70. Transition Assistance

70.1 The Customer may request reasonable transition assistance before or following termination.

70.2 Transition assistance may include:

1. export planning;

2. technical consultation;

3. migration support;

4. transfer of domain configuration;

5. application-store handover;

6. delivery of branding materials supplied by the Customer;

7. coordination with a replacement provider; and

8. User communication support.

70.3 Transition assistance is subject to:

1. availability of personnel;

2. an agreed scope;

3. advance payment or adequate payment security;

4. confidentiality and security safeguards;

5. third-party restrictions; and

6. reasonable project planning.

70.4 The Will may charge its then-current professional-service rates for transition assistance.

70.5 The Will is not required to transfer:

1. its source code;

2. reusable software components;

3. internal tools;

4. trade secrets;

5. proprietary templates;

6. development environments; or

7. Intellectual Property Rights not owned by the Customer.

70.6 The Customer shall ensure that any replacement provider is bound by suitable confidentiality and security obligations before The Will provides access or information.

71. Survival

71.1 Provisions that by their nature are intended to continue after termination shall survive.

71.2 Surviving provisions include, without limitation:

1. payment obligations;

2. Intellectual Property Rights;

3. confidentiality;

4. privacy and data-protection obligations;

5. limitations of liability;

6. indemnities;

7. claim procedures;

8. dispute resolution;

9. governing law;

10. data export, retention and deletion;

11. audit records; and

12. general interpretation provisions.

72. Force Majeure

72.1 Neither Party shall be liable for a failure or delay in performing an obligation where the failure or delay results from circumstances beyond its reasonable control and cannot reasonably be attributed to it.

72.2 Force majeure may include:

1. natural disasters;

2. fire;

3. flood;

4. severe weather;

5. epidemic or pandemic;

6. war;

7. terrorism;

8. civil unrest;

9. governmental measures;

10. sanctions;

11. strikes not limited to the affected Party’s own workforce;

12. widespread internet or telecommunications failure;

13. electricity-grid failure;

14. cloud-provider or data-centre failure;

15. cyberattacks that could not reasonably have been prevented through appropriate security measures;

16. failure of critical third-party infrastructure;

17. application-store suspension;

18. blockchain or network-wide failure; and

19. interruption of supply chains.

72.3 Force majeure does not include:

1. lack of funds;

2. inability to pay;

3. ordinary personnel shortages;

4. avoidable failure to maintain reasonable continuity arrangements; or

5. an event that the affected Party could reasonably have prevented or overcome.

72.4 The affected Party shall:

1. notify the other Party as soon as reasonably practicable;

2. describe the expected impact where possible;

3. take reasonable steps to mitigate the effect; and

4. resume performance as soon as reasonably possible.

72.5 Payment obligations for Services already properly delivered are not suspended by force majeure.

72.6 If force majeure continues for more than sixty consecutive days and materially prevents performance, either Party may terminate the materially affected Service by written notice.

72.7 Termination under Article 72.6 shall not create liability for damages, but prepaid fees for Services that cannot be delivered after the termination date shall be refunded on a pro-rata basis.

73. Business Continuity and Disaster Recovery

73.1 The Will shall maintain reasonable business-continuity and disaster-recovery arrangements appropriate to the nature of the Platform.

73.2 Such arrangements may include:

1. backups;

2. redundant infrastructure;

3. recovery procedures;

4. incident-response plans;

5. supplier-continuity measures; and

6. restoration priorities.

73.3 Unless a separate Service Level Agreement states otherwise, recovery times and recovery points are operational objectives and not absolute guarantees.

73.4 The Customer is responsible for maintaining continuity arrangements for its own professional services, including alternative access to records that must remain available independently of the Platform.

73.5 The Customer shall not use the Platform as the sole repository for an original document where applicable law or professional practice requires independent retention.

74. Assignment

74.1 The Customer may not assign, transfer, novate, pledge or otherwise dispose of the Agreement or its rights without The Will’s prior written consent.

74.2 The Will shall not unreasonably withhold consent to an assignment forming part of a bona fide reorganisation or sale of the Customer’s business, provided that:

1. the assignee is financially and operationally capable;

2. the assignment does not create legal, sanctions or security concerns;

3. outstanding fees are paid;

4. the assignee agrees to the Agreement; and

5. regulated or privacy obligations are satisfied.

74.3 The Will may assign or transfer the Agreement to:

1. an affiliated company;

2. a successor following merger, reorganisation or sale of business;

3. a purchaser of the Platform or relevant business unit; or

4. a financing party as security,

provided that the transfer does not materially reduce the Customer’s contractual rights.

74.4 The Will shall inform the Customer of a material transfer where reasonably practicable.

74.5 Any attempted assignment contrary to this Article is invalid to the extent permitted by law.

75. Subcontractors

75.1 The Will may use subcontractors to provide parts of the Services.

75.2 Subcontractors may include:

1. cloud-hosting providers;

2. software developers;

3. support providers;

4. security providers;

5. messaging and email providers;

6. payment providers;

7. identity-verification providers;

8. analytics providers;

9. application-store service providers; and

10. professional advisers.

75.3 The Will remains responsible for subcontracted performance to the same extent as if it had performed the relevant obligation itself, subject to the Agreement.

75.4 Subprocessors handling personal data shall be governed by the Data Processing Agreement.

75.5 The Customer may not instruct or manage The Will’s subcontractors directly unless expressly agreed.

76. Independent Contractors

76.1 The Parties are independent contracting parties.

76.2 Nothing in the Agreement creates:

1. a partnership;

2. a joint venture;

3. an employment relationship;

4. an agency;

5. a fiduciary relationship;

6. a franchise; or

7. authority for one Party to bind the other.

76.3 Neither Party may make commitments on behalf of the other without express written authority.

76.4 The Will does not become a joint provider of the Customer’s legal, notarial, insurance, financial or estate-planning services merely because the Platform carries the Customer’s branding.

77. Notices

77.1 Formal notices under the Agreement shall be made in writing.

77.2 Notices to the Customer may be sent to:

1. the registered address stated in the Order Form;

2. the primary administrative email address;

3. the billing email address; or

4. another address formally notified to The Will.

77.3 Notices to The Will shall be sent to:

The Will
Legal entity: [INSERT FULL REGISTERED LEGAL ENTITY NAME]
Registered address: [INSERT ADDRESS PUBLISHED ON THEWILL.ORG]
Postcode and city: [INSERT POSTCODE AND CITY]
The Netherlands
Chamber of Commerce number: [INSERT KVK NUMBER]
VAT number: [INSERT VAT NUMBER]
Email: [INSERT LEGAL OR GENERAL CONTACT EMAIL]

77.4 A notice is deemed received:

1. when delivered by hand;

2. on the recorded delivery date when sent by registered post;

3. on the next Business Day after successful email transmission, provided that no delivery-failure message is received; or

4. when acknowledged by the receiving Party.

77.5 Notices concerning termination, breach, indemnity claims or legal proceedings should be clearly identified as formal legal notices.

77.6 Routine operational messages, support tickets and product notifications are not formal legal notices unless expressly stated.

78. Electronic Communications

78.1 The Parties agree that contracts, notices, approvals, instructions and other communications may be made electronically.

78.2 Electronic acceptance, including:

1. clicking an acceptance button;

2. applying an electronic signature;

3. accepting an online Order Form;

4. confirming by email; or

5. beginning paid use after receiving the applicable terms,

may create a binding agreement.

78.3 The Customer is responsible for maintaining current contact details.

78.4 The Will may send operational notices through:

1. email;

2. the Platform;

3. administrator dashboards;

4. mobile notifications; or

5. another agreed communication channel.

78.5 The Customer shall ensure that relevant notices are internally distributed to appropriate employees and representatives.

79. Amendments to the Terms

79.1 The Will may amend these Terms where reasonably necessary because of:

1. legal or regulatory changes;

2. security requirements;

3. technical developments;

4. changes to the Services;

5. changes to suppliers;

6. clarification of existing provisions; or

7. reasonable commercial developments.

79.2 The Will shall provide reasonable advance notice of a material amendment.

79.3 A material amendment that adversely affects the Customer during a fixed Subscription Period shall not apply before renewal unless:

1. required by law;

2. required for security;

3. required by a critical third-party provider;

4. necessary to prevent misuse; or

5. agreed with the Customer.

79.4 Where a non-mandatory amendment during a fixed Subscription Period materially and adversely affects the Customer, the Customer may terminate the affected Service before the amendment takes effect.

79.5 Continued use after the effective date of an amendment constitutes acceptance, provided that proper notice was given.

79.6 Individually negotiated amendments must be agreed in writing by authorised representatives.

80. Entire Agreement

80.1 The Agreement constitutes the entire agreement between the Parties concerning its subject matter.

80.2 It replaces prior:

1. proposals;

2. representations;

3. discussions;

4. correspondence;

5. demonstrations;

6. statements; and

7. understandings concerning the same subject matter.

80.3 Each Party acknowledges that it has not relied on any representation not expressly included in the Agreement, except that nothing excludes liability for fraud.

80.4 Marketing materials, website descriptions, roadmaps and demonstrations do not create binding commitments unless expressly incorporated into an Order Form.

80.5 A product roadmap does not constitute a promise to deliver a future feature.

81. Order of Precedence

81.1 In the event of inconsistency, the following order of precedence applies:

1. an individually signed amendment expressly identifying the provision it changes;

2. the Data Processing Agreement for personal-data processing matters;

3. the applicable Order Form;

4. the Service Level Agreement for service-level matters;

5. these Terms;

6. the Acceptable Use Policy;

7. service documentation; and

8. other incorporated policies.

81.2 A higher-ranking document prevails only for the specific inconsistency.

81.3 Customer procurement terms do not apply unless expressly accepted in accordance with Article 52.

82. Waiver

82.1 A waiver is effective only if made in writing.

82.2 Failure or delay in exercising a right does not waive that right.

82.3 A waiver of one breach does not waive:

1. a later breach;

2. another provision; or

3. the obligation to comply in the future.

82.4 Acceptance of late payment does not waive the right to require timely payment thereafter.

83. Severability

83.1 If a provision is invalid, unlawful or unenforceable, the remaining provisions shall remain effective.

83.2 The invalid provision shall be replaced, to the extent legally possible, by a valid provision that most closely reflects:

1. the original commercial intention;

2. the agreed allocation of risk; and

3. the economic effect of the original provision.

83.3 Where only part of a provision is invalid, the remainder shall continue to apply.

83.4 The Parties shall cooperate in good faith to agree an appropriate replacement where necessary.

84. Interpretation

84.1 Headings are for convenience and do not affect interpretation.

84.2 Words in the singular include the plural and vice versa where the context permits.

84.3 References to “including” or “includes” mean “including without limitation”.

84.4 References to writing include electronic communications unless the Agreement expressly requires another form.

84.5 A reference to legislation includes amendments, replacements and subordinate legislation.

84.6 A reference to a person includes a natural person, legal entity, partnership, authority and other organisation.

84.7 “Business Day” means a day other than Saturday, Sunday or an official public holiday in the Netherlands.

84.8 Where an obligation must be performed on a day that is not a Business Day, it shall be performed on the next Business Day unless the nature of the obligation requires otherwise.

84.9 The English-language version may be used internationally. Where a Dutch translation is adopted and the versions conflict, the version identified in the Order Form as controlling shall prevail.

84.10 If no controlling version is identified, the English-language version shall prevail, except where mandatory law requires otherwise.

85. Third-Party Rights

85.1 Except as expressly stated, the Agreement does not grant contractual rights to third parties.

85.2 End Users, Clients, heirs, beneficiaries and family members are not contracting parties to the B2B Agreement merely because they use or benefit from the Platform.

85.3 The Will’s directors, employees, affiliated companies, subcontractors and licensors may rely on provisions intended for their protection, including:

1. limitations of liability;

2. exclusions;

3. confidentiality protections;

4. Intellectual Property Rights; and

5. indemnity procedures.

85.4 The Parties may amend or terminate the Agreement without consent from a third party.

86. No Professional or Fiduciary Duty

86.1 The Will’s obligations are limited to those expressly stated in the Agreement.

86.2 The Will does not assume:

1. a notarial duty;

2. an attorney–client duty;

3. a duty of professional care owed by the Customer to its Client;

4. a fiduciary duty;

5. an executor’s duty;

6. a trustee’s duty;

7. an insurance intermediary’s duty;

8. an investment adviser’s duty;

9. a duty to monitor a Client’s personal circumstances; or

10. a duty to ensure that estate information remains current.

86.3 The Will’s possession or processing of information does not create a duty to inspect, interpret or act upon that information.

86.4 The Will is not required to warn a User that:

1. a will may be outdated;

2. a beneficiary designation conflicts with another document;

3. a Digital Asset may be inaccessible;

4. a legal deadline is approaching;

5. a tax consequence may arise; or

6. a Client’s circumstances have changed,

unless such specific service has been expressly agreed.

87. Governing Law

87.1 The Agreement and all non-contractual obligations arising from or connected with it shall be governed exclusively by Dutch law.

87.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

87.3 Choice-of-law rules that would result in the application of another legal system are excluded to the extent permitted by law.

87.4 Mandatory laws applicable to a Party or processing activity remain applicable notwithstanding the choice of Dutch law.

88. Good-Faith Resolution and Escalation

88.1 Before commencing court proceedings, the Parties shall use reasonable efforts to resolve a dispute through commercial consultation.

88.2 A Party shall provide written details of:

1. the dispute;

2. the relevant facts;

3. the contractual provisions involved;

4. the requested resolution; and

5. any urgent deadlines.

88.3 The dispute shall first be referred to the Parties’ operational contacts.

88.4 If unresolved within ten Business Days, either Party may refer the matter to a senior representative of each Party.

88.5 Senior representatives shall attempt in good faith to resolve the dispute within a further fifteen Business Days.

88.6 This procedure does not prevent either Party from seeking:

1. urgent interim relief;

2. protective measures;

3. preservation of evidence;

4. relief concerning Intellectual Property Rights;

5. action necessary to prevent a limitation period from expiring; or

6. enforcement of undisputed payment obligations.

89. Mediation

89.1 The Parties may agree to submit a dispute to mediation in the Netherlands.

89.2 Mediation is voluntary unless an Order Form expressly makes it mandatory.

89.3 Unless otherwise agreed:

1. mediation shall be conducted in English or Dutch;

2. the mediator shall be jointly appointed;

3. the costs shall initially be shared equally; and

4. the process shall be confidential.

89.4 Mediation does not suspend a statutory or contractual limitation period unless the Parties expressly agree in writing or applicable law provides otherwise.

90. Jurisdiction

90.1 Subject to Article 88, the courts of the Netherlands shall have exclusive jurisdiction over disputes arising out of or relating to the Agreement.

90.2 Unless mandatory procedural law requires otherwise, disputes shall be submitted to the competent court in the judicial district in which The Will has its registered office.

90.3 The Will may bring proceedings for:

1. undisputed debt collection;

2. Intellectual Property Rights infringement;

3. misuse of confidential information;

4. unauthorised system access; or

5. urgent protective relief,

before another court that has jurisdiction under applicable law.

90.4 Nothing in the Agreement prevents a Party from seeking provisional or conservatory measures.

91. Language

91.1 The Agreement may be made available in English, Dutch or other languages.

91.2 Translations may be provided for convenience.

91.3 The controlling language shall be the language identified in the Order Form.

91.4 Where the Order Form does not identify a controlling language, the English version shall prevail, except where mandatory law provides otherwise.

91.5 Communications and support may be provided in the languages offered by The Will from time to time.

92. Execution in Counterparts

92.1 The Agreement and any Order Form may be signed in counterparts.

92.2 Electronic signatures and electronically exchanged copies shall have the same contractual effect as originals, to the extent permitted by applicable law.

92.3 Each counterpart forms part of the same agreement.

93. Effective Date and Version Control

93.1 These Terms take effect on the Effective Date stated at the beginning of the document.

93.2 The Will may identify updated Terms by:

1. a new version number;

2. a revised effective date; and

3. an archive of previous versions where appropriate.

93.3 The version applicable to a Customer shall be determined by:

1. the applicable Order Form;

2. the date of acceptance;

3. any valid amendment notice; and

4. Article 79.

94. Contact and Legal Information

The Platform is provided by:

The Will, a registered tradename of Tex BV.

Registered office:
Kingsfordweg 151
1043 GR Amsterdam
The Netherlands

Chamber of Commerce registration number: 60281774

VAT identification number: NL853842085B01

Website: thewill.org

General enquiries: notary@thewill.org