Terms of Service

DRAFT — pending legal review. This document is a carefully prepared draft and has not yet been reviewed by a lawyer. No rights may be derived from this version until the final version is published.

Version 1 (draft) — 13 July 2026

These terms apply between Picked B.V. ("Picked", "we") and the legal entity or business that creates a workspace on picked.nl (the "Customer"). Picked is a business service (B2B); these terms are not intended for consumers. The Dutch version (Algemene Voorwaarden) prevails in case of any discrepancy.

Registration with the Dutch Chamber of Commerce (KVK) is in progress; the KVK and VAT numbers will be published here as soon as registration is completed.

1. The service

1.1. Picked provides a software-as-a-service warehouse management system: the web portal at picked.nl, the mobile apps and the accompanying APIs (together the "Service").

1.2. Picked develops the Service continuously. We may add and improve functionality. Functionality that is essential to the agreed use will not be removed without reasonable advance notice.

1.3. AI features (such as generating processes from a description) produce proposals that the Customer reviews before use. The Customer remains responsible for the design of its own warehouse processes.

2. Account and workspace

2.1. The Customer creates a workspace and manages which users get access and with which role. The Customer warrants that user data is accurate and that credentials remain confidential.

2.2. The Customer is responsible for everything that happens in the Service through its workspace and accounts, except where it results from a failure attributable to Picked.

2.3. Picked may suspend a workspace in the event of serious misuse (see section 5) or payment default after the process described in section 4 has been followed.

3. Prices and payment

3.1. Current prices and the pricing structure (including the free first concurrent user and the price per additional concurrent user per month) are available in the portal under Billing. The price the Customer accepts in the portal when expanding seats is the price that applies.

3.2. Payment is by direct debit or card via our payment provider (Stripe), monthly or annually in advance. Prices exclude VAT.

3.3. Price changes are announced at least 30 days in advance and take effect at the next billing period. In the event of an increase, the Customer may terminate effective as of the date the increase takes effect.

3.4. If a payment fails, the Customer receives reminders and a reasonable cure period before functionality is restricted. Amounts paid for periods already delivered are not refunded, except where these terms or mandatory law provide otherwise.

4. Term and termination

4.1. The agreement runs per month or per year (depending on the chosen billing cycle) and renews automatically. The Customer may cancel at any time via the portal, effective at the end of the current period.

4.2. After termination, the Customer may request a full export of its data up to 30 days after the end date (Settings → Data & privacy). After that we permanently delete the tenant data in accordance with the privacy policy and the Data Processing Agreement.

4.3. Picked may terminate with immediate effect in the event of the Customer's bankruptcy or suspension of payments, or in the event of serious and irremediable misuse.

5. Acceptable use

5.1. The Service may not be used for unlawful purposes, to (attempt to) circumvent security or tenant isolation, to subject the Service to unreasonable load, or to resell the Service without Picked's written consent.

5.2. Security research is welcome within the scope of our published policy at picked.nl/security.

6. Availability and support

6.1. We aim for availability of at least 99.5% per calendar month, measured over the core of the Service and excluding announced maintenance. (In this draft this is a target, not a guaranteed service level with credits; any SLA with credits will follow in a later version or separate agreement.)

6.2. Maintenance expected to have noticeable impact is announced in advance, outside peak hours where reasonably possible.

6.3. Support is provided via the in-product chat and email. Response times are best-effort commitments, not guarantees.

7. Data and privacy

7.1. The Customer remains the owner of its data. Picked processes warehouse data exclusively as a processor on the Customer's instructions; the Data Processing Agreement applies and forms part of this agreement.

7.2. Warehouse data is stored in the Netherlands by default. The current list of sub-processors is published at picked.nl/legal/sub-processors.

7.3. Picked may use aggregated usage statistics that cannot be traced to a customer or person to improve the Service.

8. Intellectual property

8.1. All rights in the Service (software, design, documentation, brand) remain with Picked or its licensors. The Customer receives a non-exclusive, non-transferable right of use for the duration of the agreement.

8.2. Process definitions, settings and data created by the Customer remain the Customer's.

9. Liability

9.1. Picked's total liability per event (or series of related events) is limited to the amount the Customer paid to Picked in the 12 months preceding the event.

9.2. Picked is not liable for indirect damage, including lost profit, missed savings, loss of goodwill or damage from business interruption. For clarity: physical warehouse operations remain the Customer's responsibility; Picked is a tool, not a replacement for the Customer's own controls.

9.3. The limitations in this section do not apply in the event of intent or deliberate recklessness on the part of Picked, or to the extent mandatory law precludes limitation.

9.4. Any claim lapses 12 months after the Customer became, or reasonably should have become, aware of the damage.

10. Force majeure

Picked is not required to perform in the event of force majeure, including failures at hosting providers or other suppliers, power or network outages, DDoS attacks and government measures. If force majeure lasts longer than 30 days, either party may terminate the agreement for the unperformed part.

11. Changes to these terms

For any substantive change we increment the version number and ask the Customer to confirm the new version at the next login. If a change is one the Customer cannot reasonably be required to accept, the Customer may terminate effective at the end of the current period.

12. Governing law and forum

This agreement is governed by Dutch law. Disputes will be submitted to the competent court of the district in which Picked B.V. has its registered office after incorporation (registered office to follow after registration with the Chamber of Commerce).