Terms of service

GENERAL TERMS AND CONDITIONS OF SALE

29 augustus 2026

Legal name: Anuta Software

Trade name: KISS ULTRA STORE

Discord: Ultra Discord Server

Phone number: +31681505601 (iMessage, Whatsapp)

Email: info@kiss-ultra.com

Physical address: Verhagen Metmanstraat 1C, 2282 GL, Rijswijk ZH, The Netherlands

Return address: Verhagen Metmanstraat 1C, 2282GL, Rijswijk ZH, The Netherlands

VAT number: NL002417106B18

COC number: 519.17.807 registered in The Hague, The Netherlands

PART I – GENERAL PROVISIONS

1. Definitions

1.1. In these General Terms and Conditions of Sale, the following definitions apply:

Anuta Software: Anuta Software, being the company acting as the seller, supplier, or service provider in relation to the Products or Services supplied by Anuta Software, whether the relevant transaction is concluded through the Webshop, by quotation, Order confirmation, invoice, purchase order, or through any other sales or commercial channel.

Customer: any natural person, legal entity or other party purchasing or receiving Products, Digital Content, Digital Services or Services from Anuta Software.

Consumer: a natural person acting for purposes outside their trade, business, profession or professional activity.

Business Customer: a Customer acting in the course of its trade, business, profession or commercial activity.

Product: any physical product supplied by Anuta Software, including electronic and FPV components such as flight controllers (“FC”), electronic speed controllers (“ESC”), `power distribution boards (“PDB”), cables, accessories and related equipment.

Software: computer software, firmware, applications, code or other software supplied, licensed or developed by Anuta Software.

Digital Content: data or Software supplied in digital form.

Digital Service: a digital service as defined by applicable law.

Services: services supplied by Anuta Software, including technical support, configuration, repair, installation, consulting, software development, customization and other technical or professional services.

Webshop: the online store operated by or on behalf of Anuta Software.

Order: an order placed by the Customer through the Webshop or otherwise submitted to Anuta Software.

Agreement: the agreement between Anuta Software and the Customer concerning the purchase or supply of Products, Digital Content, Digital Services or Services.

Terms: these General Terms and Conditions of Sale and any applicable additional terms expressly incorporated into an Agreement.

2. Scope and Applicability

2.1. These Terms apply to all offers, quotations, Orders, Agreements, deliveries of Products, Software, Digital Content, Digital Services and Services supplied by Anuta Software, unless expressly agreed otherwise in writing.

2.2. These Terms apply to both Consumers and Business Customers. Where specific provisions apply only to one category, this will be expressly stated.

2.3. The B2C provisions in Part II apply to Consumers.

2.4. The B2B provisions in Part III apply to Business Customers.

2.5. Additional product, Software, licence or service terms may apply where expressly communicated to the Customer before or at the time the Agreement is concluded.

2.6. In the event of a conflict, the following order of precedence applies:

a. mandatory applicable law;

b. an expressly agreed written Agreement or quotation;

c. specific product, Software or service terms expressly incorporated into the Agreement;

d. these Terms.

3. Offers and Product Information

3.1. Anuta Software makes reasonable efforts to ensure that information displayed in the Webshop, including descriptions, specifications, photographs, prices and availability information, is accurate and current.

3.2. An offer will contain the information required by applicable law and sufficient information to allow the Customer to make an informed purchasing decision.

3.3. Obvious errors in descriptions, specifications, prices or availability do not bind Anuta Software where the Customer reasonably should have understood that an error had occurred.

3.4. Photographs and illustrations are intended to provide a reasonable representation of Products. Minor differences in colour, appearance, packaging or presentation that do not materially affect functionality do not necessarily constitute a defect.

3.5. Where a Product requires specialist installation, soldering, configuration, calibration or firmware installation, this will be indicated in the available product information where reasonably possible.

4. Orders and Formation of the Agreement

4.1. The Customer may place an Order through the ordering procedure provided by the Webshop.

4.2. The Customer is responsible for checking the Order before submitting it.

4.3. An Order constitutes an offer by the Customer to purchase the selected Products, Digital Content, Digital Services or Services.

4.4. The Agreement is concluded when Anuta Software accepts the Order and the Customer receives an Order confirmation, unless applicable law provides otherwise.

4.5. Anuta Software may refuse an Order for legitimate reasons, including suspected fraud, an obvious pricing or product-information error, technical problems, unavailability of Products or legal or regulatory restrictions.

4.6. If an accepted Order cannot be fulfilled, Anuta Software will notify the Customer and refund amounts already paid for the affected Products or Services where required.

4.7. The Customer must provide accurate and complete information required to process an Order, including billing, delivery and contact information.

4.8. Anuta Software is not responsible for delays or additional costs resulting from inaccurate or incomplete information supplied by the Customer, except where mandatory law provides otherwise.

5. Electronic Communications

5.1. Anuta Software may communicate with Customers electronically, including by email and through the Webshop.

5.2. Electronic communications may be used for Order confirmations, invoices, delivery notifications, support communications, warranty communications and other contractual notices.

5.3. Electronic records maintained by Anuta Software may serve as evidence of communications and transactions, subject to applicable law.

6. Prices and Taxes

6.1. The price applicable to an Order is the price displayed at the time the Customer places the Order, unless an obvious error has occurred.

6.2. Consumer prices will be displayed not included VAT. VAT will be visible at the checkout stage and depends on the Costumer's country.

6.3. Delivery charges and other mandatory additional costs will be disclosed before the Customer becomes bound by the Agreement where required by law.

6.4. Anuta Software may change prices for future Orders without affecting Agreements already concluded.

7. Payment

7.1. Payment must be made using one of the payment methods offered by Anuta Software.

7.2. Anuta Software may use third-party payment providers.

7.3. Where advance payment is required, Anuta Software may suspend fulfillment until payment has been successfully received.

7.4. Specific payment terms for Business Customers are governed by Part III.

7.5. Nothing in these Terms limits mandatory statutory rights of Consumers.

PART II – B2C CONSUMER SALES

B2C – CONSUMER SALES

Scope

1.1. This section applies exclusively to agreements between Anuta Software being the company acting as the seller, supplier, or service provider in relation to the Products or Services supplied by Anuta Software, whether the relevant transaction is concluded through the Webshop, by quotation, Order confirmation, invoice, purchase order, or through any other sales or commercial channel.

1.2. A Consumer is a natural person acting for purposes outside their trade, business, craft or profession.

1.3. Nothing in these Terms limits or excludes any mandatory rights granted to Consumers under applicable Dutch or European Union law.

1.4. If a provision of these Terms conflicts with a mandatory statutory provision applicable to Consumers, the statutory provision shall prevail.

2. Products and Product Information

2.1. We make reasonable efforts to ensure that product descriptions, photographs, specifications and other information displayed in the web shop are accurate and up to date.

2.2. Minor differences in color, appearance, packaging or other non-essential characteristics do not constitute a defect where they do not materially affect the functionality of the product.

2.3. Electronic and FPV products may require technical knowledge, appropriate installation and configuration. The Consumer is responsible for using products in accordance with the applicable product documentation, specifications and safety instructions.

2.4. Where a product requires assembly, soldering, firmware installation, configuration or other technical work, this will be indicated in the product information where reasonably possible.

2.5. Nothing in this section limits the Consumer's statutory rights where a product does not conform to the agreement.

3. Orders and Contract Formation

3.1. The Consumer may place an order through the webshop by completing the ordering process and submitting the order.

3.2. The agreement is concluded when Anuta Software has accepted the order and the Consumer has received an order confirmation, unless applicable law provides otherwise.

4. Prices and Payment

4.1. Prices displayed to Consumers not include VAT at the applicable rate, unless clearly stated otherwise where permitted by law. VAT will be visible at the checkout stage and depends on the Costumer's country.

4.2. Any mandatory additional costs, including applicable delivery charges, will be communicated before the Consumer completes the order.

4.3. Payment must be made using one of the payment methods offered through the webshop.

4.4. We may suspend processing of an order until payment has been received, except where applicable mandatory law provides otherwise.

5. Delivery

5.1. We will deliver the products to the delivery address provided by the Consumer during the ordering process.

5.2. If no delivery period has been agreed, we will deliver the products without undue delay and, in any event, within the period required by applicable law.

5.3. If delivery is delayed, the Consumer will be informed where required.

5.4. The risk of loss or damage to a physical product passes to the Consumer when the Consumer, or a third party designated by the Consumer other than the carrier, physically takes possession of the product, unless mandatory law provides otherwise.

6. Right of Withdrawal

6.1. Unless a statutory exception applies, the Consumer has the right to withdraw from a distance contract without giving any reason during a period of 14 days.

6.2. For the purchase of physical products, the withdrawal period normally begins on the day after the Consumer, or a third party designated by the Consumer other than the carrier, receives the product.

6.3. If an order consists of several products delivered separately, the withdrawal period normally begins when the Consumer receives the final product.

6.4. The Consumer may exercise the right of withdrawal by sending an unequivocal statement to Anuta Software before the withdrawal period expires. The Consumer may use the model withdrawal form provided by Anuta Software but is not required to do so.

6.5. After exercising the right of withdrawal, the Consumer must return the product without undue delay and, in any event, within 14 days after notifying Anuta Software of the withdrawal, unless Anuta Software has offered to collect the product.

6.6. The Consumer is responsible for the direct cost of returning the product.

6.7. The Consumer may handle and inspect the product only to the extent necessary to establish its nature, characteristics and functioning.

6.8. If the Consumer handles or uses the product beyond what is necessary to establish its nature, characteristics and functioning, the Consumer will be liable for any resulting diminution in value to the extent permitted by applicable.

6.9. Unless otherwise expressly stated, the right to a refund is lost, for example, in the following cases:

incorrect installation;
incorrect wiring or polarity;
electrical over-voltage or over-current;
short circuits;
water or liquid damage;
physical damage;
unauthorized modifications;
improper soldering or soldering damage;
use outside the manufacturer's specifications;
misuse or negligence;
use contrary to safety instructions; or
normal wear and tear.

7. Refunds Following Withdrawal

7.1. Following a valid withdrawal, Anuta Software will refund all payments received from the Consumer in connection with the withdrawn agreement, including the cost of the cheapest standard delivery option offered by Anuta Software.

7.2. Additional delivery costs resulting from the Consumer choosing a more expensive delivery method are not refundable.

7.3. Refunds will be made without undue delay and, in principle, no later than 14 days after Anuta Software has been informed of the Consumer's decision to withdraw.

7.4. In the case of a physical product, Anuta Software may delay the refund until the product has been received back or the Consumer has provided evidence that the product has been returned, whichever occurs first.

7.5. Refunds will normally be made using the same payment method used for the original transaction, unless the Consumer expressly agrees to another method.

7.6. No additional fee will be charged for the refund.

8. Statutory Conformity and Consumer Rights

8.1. The Consumer is entitled to a product, digital content or digital service that complies with the agreement and the mandatory statutory requirements applicable to Consumers.

8.2. If a product does not conform to the agreement, the Consumer may have statutory remedies, including repair, replacement, price reduction or termination of the agreement, depending on the circumstances and applicable law.

8.3. The Consumer should notify Anuta Software of a suspected defect within a reasonable period after discovering it so that Anuta Software can investigate and, where appropriate, provide a remedy.

9. Electronic and FPV Products

9.1. FPV and electronic components may involve electrical, mechanical, thermal, radio-frequency and other technical risks when incorrectly installed or operated.

9.2. The Consumer must follow all applicable product documentation, installation instructions, specifications and safety warnings.

9.3. The Consumer is responsible for ensuring that installation and use are carried out safely and appropriately for the intended application.

9.4. Products must not be modified or operated outside their stated specifications where doing so creates a safety risk or violates applicable law.

9.5. Nothing in this section limits the Consumer's statutory rights in relation to defective or non-conforming products.

9.6. Where a product is subject to specific regulatory restrictions, frequency requirements or other legal requirements, the Consumer is responsible for using the product in accordance with applicable law.

10. Software and Digital Content

10.1. Where software or digital content is supplied as a standalone product, the Consumer receives the usage rights expressly granted with that software or digital content.

10.2. Unless expressly stated otherwise, the Consumer does not acquire ownership of the underlying intellectual property in the software.

10.3. Software supplied with or incorporated into a physical product may be subject to additional license terms, provided those terms do not restrict mandatory Consumer rights.

10.4. Where digital content is supplied without a physical medium, the Consumer's statutory rights relating to digital content apply.

10.5. If the Consumer expressly requests that delivery of digital content begin before expiry of the statutory withdrawal period, Anuta Software will provide the legally required information and obtain any legally required express consent and acknowledgement concerning the loss of the right of withdrawal.

10.6. Statutory conformity rights relating to digital content and digital services remain unaffected.

10.7. Where a product is defective or does not conform to the agreement, the Consumer should contact Anuta Software as soon as reasonably possible so that the appropriate statutory remedy can be determined.

11. Applicable Law and Disputes

11.1. Agreements with Consumers are governed by Dutch law, without prejudice to any mandatory consumer-protection provisions that apply to the Consumer under the law of the country in which the Consumer is habitually resident.

11.2. The Consumer may not be deprived of mandatory protections available under applicable consumer law by choosing Dutch law.

11.3. Any dispute will be handled by a competent court in accordance with the applicable rules on consumer jurisdiction.

Model Withdrawal Form

The Consumer may use the following form to exercise the statutory right of withdrawal, although use of this form is not mandatory.

To:
Anuta Software
Verhagen Metmanstraat 1C, 2282GL, Rijswijk ZH, The Netherlands
info@kiss-ultra.com

Model Withdrawal Form.

I/We hereby notify you that I/We withdraw from my/our contract for the purchase of the following goods / provision of the following service:

Order number: ______________________

Ordered on: ______________________

Received on: ______________________

Name of Consumer: ______________________

Address: ______________________

Signature of Consumer(s), if this form is submitted on paper:

Date: ______________________

PART III – B2B BUSINESS SALES

B2B – BUSINESS SALES

Scope

1.1. This section applies exclusively to Agreements between Anuta Software and a Customer acting in the course of its trade, business, profession or commercial activities (“Business Customer”).

1.2. A Business Customer confirms that it is purchasing Products, Software, Digital Content, Digital Services or Services for business or professional purposes and not as a Consumer.

1.3. The General Provisions of the General Terms and Conditions of Sale apply to all B2B Agreements unless expressly stated otherwise in these B2B provisions.

1.4. Mandatory consumer-protection provisions do not apply to a Business Customer acting exclusively in a professional or commercial capacity, except where applicable law provides otherwise.

2. Offers and Quotations

2.1. Unless expressly stated otherwise, quotations and offers issued by Anuta Software are non-binding.

2.2. A quotation is valid for the period stated in the quotation. If no validity period is stated, the quotation expires 30 days after its date.

2.3. Prices, specifications, delivery estimates and other information contained in a quotation are subject to obvious errors and omissions.

2.4. A quotation does not constitute an obligation to supply Products or Services where the relevant Products or materials are unavailable.

2.5. Custom quotations for development, configuration, installation or other Services may be subject to additional assumptions, specifications and conditions stated in the quotation.

3. Formation of the Agreement

3.1. An Agreement is concluded when Anuta Software accepts the Business Customer's Order or quotation acceptance in writing or electronically.

3.2. Anuta Software may require additional information before accepting an Order, including technical specifications, company details, billing information or intended application.

3.3. Anuta Software may refuse an Order where there is a legitimate commercial, technical, legal or compliance-related reason.

3.4. Amendments to an accepted Order are valid only if accepted by Anuta Software.

3.5. If an amendment results in additional costs, materials, development work or delay, Anuta Software may adjust the price and delivery period accordingly.

4. Customer Information and Responsibilities

4.1. The Business Customer must provide complete and accurate information necessary for the performance of the Agreement.

4.2. The Business Customer is responsible for the accuracy and completeness of technical specifications, drawings, files, software requirements and other information supplied to Anuta Software.

4.3. Where Anuta Software relies on information supplied by the Business Customer, Anuta Software is not responsible for consequences resulting from inaccurate, incomplete or misleading information supplied by the Business Customer.

4.4. The Business Customer is responsible for ensuring that Products are suitable for its intended application unless Anuta Software has expressly agreed in writing to determine or warrant such suitability.

5. Prices

5.1. Unless expressly stated otherwise, B2B prices are exclusive of VAT and other applicable taxes, duties and governmental charges.

5.2. Delivery, shipping, insurance, customs, import duties and other additional charges may be charged separately where applicable.

5.3. Prices stated in quotations apply only to the specific Order or project for which the quotation was issued.

5.4. Anuta Software may adjust prices for future Orders.

5.5. For long-term or ongoing Agreements, Anuta Software may adjust prices where this is provided for in the Agreement or where changes arise from increases in costs outside Anuta Software's reasonable control, including material, component, energy, transport, supplier or regulatory costs.

6. Payment

6.1. Unless otherwise agreed in writing, invoices are payable within the payment period stated on the invoice.

6.2. The payment period constitutes a strict deadline unless otherwise agreed in writing.

6.3. If the Business Customer fails to pay an invoice when due, Anuta Software may, after giving any notice required by law, suspend further deliveries or Services until all overdue amounts have been paid.

6.4. Anuta Software may require advance payment, a deposit, milestone payments or other payment arrangements where justified by the nature of the Order, including for custom Products or development Services.

6.5. The Business Customer may not suspend payment or set off amounts owed to Anuta Software against alleged counterclaims unless expressly agreed in writing or mandatory law provides otherwise.

6.6. If the Business Customer is in default, Anuta Software may charge statutory commercial interest and recover reasonable collection costs to the extent permitted by law.

6.7. Payments received will first be allocated to costs and interest and then to the oldest outstanding principal amount, unless mandatory law requires otherwise.

6.8. Anuta Software may require additional security, advance payment or other financial guarantees where there is reasonable doubt concerning the Business Customer's ability or willingness to pay.

6.9. If requested security is not provided within the applicable period, Anuta Software may suspend performance or terminate the relevant Agreement to the extent permitted by law.

7. Delivery

7.1. Products will be delivered to the delivery address specified by the Business Customer.

7.2. A delay in delivery does not automatically entitle the Business Customer to compensation or cancellation unless expressly agreed or required by applicable law.

7.3. If a binding delivery date is agreed and Anuta Software fails to meet it, the Business Customer must first provide a reasonable additional period for delivery unless such notice is legally unnecessary.

7.4. Anuta Software may make partial deliveries where commercially or technically reasonable.

7.5. Additional costs arising from requested changes to delivery arrangements may be charged to the Business Customer.

8. Transfer of Risk

8.1. Unless otherwise agreed in writing, the risk of loss or damage to Products transfers to the Business Customer upon delivery to the Business Customer, its nominated carrier or another party designated by the Business Customer.

8.2. Where an agreed the CIF Rotterdam Incoterms 2020 applies, determines the transfer of risk and associated responsibilities.

8.3. The Business Customer is responsible for ensuring that Products are adequately insured after the transfer of risk.

9. Inspection and Acceptance

9.1. The Business Customer must inspect Products promptly after delivery.

9.2. The Business Customer must notify Anuta Software in writing of visible shortages, transport damage or obvious defects without undue delay after delivery.

9.3. Claims concerning defects that could reasonably have been discovered through inspection must be submitted within a reasonable period after delivery.

9.4. Failure to report an apparent defect within a reasonable period may affect the Business Customer's ability to rely on that defect, to the extent permitted by law.

9.5. Hidden defects must be reported promptly after discovery.

9.6. Products returned for inspection or warranty assessment must be returned in accordance with Anuta Software's return instructions.

9.7. Where appropriate, Anuta Software may request photographs, videos, diagnostic information, logs, firmware versions or other technical information.

9.8. If inspection establishes that the reported problem is not covered by the Agreement or applicable warranty, Anuta Software may charge reasonable inspection, testing, repair and transportation costs where permitted by the Agreement.

10. Suitability and Intended Use

10.1. Unless expressly agreed otherwise, Products are supplied according to their stated specifications and are not warranted to be suitable for a particular application beyond those specifications.

10.2. The Business Customer is responsible for determining whether a Product is suitable for its intended system, aircraft, drone, vehicle, installation or other application.

10.3. Where the Business Customer requires a Product for a specific application, the Business Customer must communicate the relevant technical requirements to Anuta Software before placing the Order.

10.4. Advice or technical information provided by Anuta Software does not constitute a guarantee of suitability unless expressly agreed in writing.

11. Electronic and FPV Products

11.1. Electronic and FPV Products may require specialist installation, soldering, wiring, firmware configuration, calibration or other technical work.

11.2. The Business Customer is responsible for ensuring that installation and configuration are performed by appropriately competent personnel.

11.3. The Business Customer must comply with all applicable manufacturer instructions, electrical specifications, operating limits and safety requirements.

11.4. Unless expressly agreed otherwise, Anuta Software is not responsible for damage caused by:

a. incorrect installation;

b. incorrect wiring or polarity;

c. electrical over-voltage or over-current;

d. short circuits;

e. overheating;

f. water, moisture or liquid exposure;

g. physical impact or mechanical damage;

h. incorrect firmware or configuration;

i. unauthorized modifications;

j. improper soldering or soldering damage;

k. operation outside published specifications;

l. misuse or negligence; or

m. other circumstances outside the intended operating conditions of the Product.

12. Software and Digital Products

12.1. Software is supplied under a license rather than transferred in ownership unless expressly agreed otherwise.

12.2. The Business Customer receives only the license rights expressly granted in the applicable Agreement.

12.3. Unless expressly permitted by the applicable license, the Business Customer may not:

reproduce Software except as legally permitted;
distribute Software to third parties;
sublicense Software;
reverse engineer Software except where mandatory law permits it;
remove copyright or proprietary notices; or
use Software outside the agreed scope.

12.4. Third-party and open-source Software may be subject to separate licence terms.

12.5. Software supplied as part of a Product may be updated, modified or replaced where reasonably necessary for security, compatibility, functionality or regulatory compliance.

12.6. Unless expressly agreed otherwise, Anuta Software does not guarantee that Software will operate with systems, hardware or third-party software not expressly supported by Anuta Software.

13. Custom Software and Development Services

13.1. Where Anuta Software develops custom Software or other technical deliverables, the applicable scope, specifications, milestones, acceptance criteria, fees and intellectual-property arrangements will be stated in the relevant Agreement or quotation.

13.2. Changes to specifications requested by the Business Customer may result in additional fees and changes to delivery schedules.

13.3. The Business Customer must provide timely access to information, systems, personnel and materials reasonably required for development.

13.4. Delays caused by the Business Customer may result in corresponding changes to the delivery schedule and additional costs.

13.5. Intellectual-property ownership and licensing for custom development will be governed by the specific Agreement. If no specific arrangement has been agreed, all intellectual-property rights remain with Anuta Software to the extent permitted by law.

14. Intellectual Property

14.1. All intellectual-property rights relating to Anuta Software's Products, Software, documentation, designs, firmware, tools, know-how and other materials remain with Anuta Software or the relevant rights holder unless expressly transferred in writing.

14.2. Payment for a Product or Service does not, by itself, transfer intellectual-property rights.

14.3. The Business Customer may use supplied materials only for the purposes for which they were provided.

14.4. Unless expressly agreed otherwise, Anuta Software retains the right to reuse general knowledge, methods, techniques, concepts, skills and know-how developed during the performance of Services, provided that this does not disclose the Business Customer's confidential information.

15. Confidentiality

15.1. Each party must keep confidential information received from the other party confidential and must use it only for purposes related to the Agreement.

15.2. Confidential information does not include information that:

a. is publicly available without breach of the Agreement;

b. was already lawfully known to the receiving party;

c. is independently developed without use of confidential information; or

d. is lawfully received from a third party without confidentiality restrictions.

15.3. A party may disclose confidential information where required by law, regulation or a competent authority.

15.4. Confidentiality obligations survive termination of the Agreement for as long as the information remains confidential.

16. Compliance and Intended Use

16.1. The Business Customer is responsible for ensuring that its use, resale, integration and deployment of Products complies with applicable laws and regulations in the relevant jurisdiction.

16.2. Where Products contain radio-frequency functionality, the Business Customer is responsible for ensuring that their operation is lawful in the relevant country and frequency environment.

16.3. The Business Customer must not use Products for unlawful purposes or in applications prohibited by applicable law.

16.4. Where the Business Customer resells or incorporates Products into another product, the Business Customer is responsible for its own legal and regulatory obligations arising from that activity, unless expressly agreed otherwise.

17. Retention of Title

17.1. Where permitted by applicable law, ownership of Products supplied on credit or before full payment remains with Anuta Software until the Business Customer has paid all amounts due under the relevant Agreement.

17.2. Until ownership has transferred, the Business Customer must not unlawfully dispose of, pledge or otherwise encumber the Products.

17.3. The Business Customer must cooperate with reasonable measures taken by Anuta Software to protect its ownership rights.

18. Suspension

18.1. Anuta Software may suspend performance where the Business Customer:

a. fails to make a payment when due;

b. fails to provide required information or cooperation;

c. exceeds an agreed credit limit;

d. becomes subject to insolvency proceedings or circumstances indicating a material risk of non-payment; or

e. materially breaches the Agreement.

18.2. Suspension does not affect Anuta Software's other contractual or statutory rights.

19. Termination

19.1. Anuta Software may terminate an Agreement with immediate effect, to the extent permitted by law, if the Business Customer materially breaches the Agreement and fails to remedy the breach within a reasonable period after receiving notice.

19.2. Anuta Software may terminate an Agreement where the Business Customer becomes insolvent, enters liquidation, ceases substantially all business operations or becomes subject to equivalent insolvency proceedings, to the extent permitted by applicable law.

19.3. Termination does not affect payment obligations that arose before termination.

19.4. Rights and obligations that by their nature are intended to survive termination remain effective after termination, including provisions concerning intellectual property, confidentiality, liability and payment.

20. Liability

20.1. Anuta Software is liable only for direct damage caused by an attributable failure in the performance of the Agreement, to the extent permitted by applicable law.

20.2. Unless mandatory law provides otherwise, Anuta Software is not liable for:

indirect loss;
consequential loss;
loss of profit;
loss of revenue;
loss of production;
business interruption;
loss of anticipated savings;
loss of data;
loss of contracts; or
reputational damage.

20.3. To the extent permitted by law, Anuta Software's aggregate liability arising from an Agreement is limited to the amount paid or payable by the Business Customer for the relevant Product, Service or Agreement during the applicable period specified in the Agreement.

20.4. Where an insurance policy provides coverage for the relevant damage, liability may be limited to the amount actually paid by the insurer, subject to applicable law.

20.5. The limitations in this section do not apply where liability cannot legally be excluded or limited, including in cases of intentional misconduct or deliberate recklessness where applicable law prohibits limitation.

21. Indemnification

21.1. To the extent permitted by law, the Business Customer will indemnify Anuta Software against third-party claims arising from:

a. the Business Customer's improper use of Products;

b. modifications made by the Business Customer or third parties engaged by it;

c. use outside published specifications;

d. unlawful resale, distribution or deployment; or

e. materials, specifications or instructions supplied by the Business Customer,

except to the extent that the claim results from a matter for which Anuta Software is legally responsible.

22. Force Majeure

22.1. Anuta Software is not liable for failure or delay caused by circumstances beyond its reasonable control.

22.2. Force majeure may include, where applicable:

natural disasters;
fire;
war or armed conflict;
government measures;
sanctions;
pandemics;
transport disruptions;
shortages of components or raw materials;
supplier failures;
energy shortages;
telecommunications or internet failures;
hosting or cloud-service failures;
cyberattacks;
labour disputes; and
other circumstances beyond Anuta Software's reasonable control.

22.3. During a force majeure event, Anuta Software may suspend performance for the duration of the event.

22.4. If the force majeure situation continues for an unreasonable period, either party may terminate the affected part of the Agreement where permitted by law.

23. No General Right of Return

23.1. Business Customers do not have a statutory consumer right of withdrawal solely because an Order was placed remotely.

23.2. Returns by Business Customers are accepted only where provided for in the Agreement, approved in writing by Anuta Software, or required by applicable law.

23.3. Custom-made, modified, configured or specially ordered Products may not be returned unless expressly agreed otherwise or required by law.

23.4. An approved return does not automatically entitle the Business Customer to a full refund. Any applicable restocking, inspection, transport or other charges will be agreed or applied in accordance with the relevant Agreement.

24. Changes to the Agreement

24.1. Changes to an Agreement are valid only if agreed in writing or electronically by both parties, unless the Agreement expressly permits Anuta Software to make the relevant change.

24.2. Changes requested by the Business Customer may result in additional charges and changes to delivery schedules.

25. Assignment and Subcontracting

25.1. The Business Customer may not transfer or assign its rights or obligations under an Agreement to a third party without Anuta Software's prior written consent, except where mandatory law provides otherwise.

25.2. Anuta Software may engage subcontractors or third-party suppliers to perform parts of an Agreement while remaining responsible for its contractual obligations to the extent required by law.

26. Applicable Law and Jurisdiction

26.1. B2B Agreements with Anuta Software are governed by Dutch law.

26.2. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded unless expressly agreed otherwise in writing.

26.3. Unless otherwise agreed in writing, disputes arising from or relating to a B2B Agreement will be submitted to the competent court in the Netherlands having jurisdiction under applicable law.

26.4. The parties may expressly agree in writing to arbitration or another form of dispute resolution for a particular Agreement.

27. Continuing Effect

27.1. Provisions which by their nature are intended to survive termination will remain in force after termination of the Agreement.

27.2. This includes, where applicable, provisions concerning payment, intellectual property, confidentiality, liability, indemnification, applicable law and dispute resolution.

PART IV – ELECTRONICS AND FPV PRODUCTS

Intended Use and Technical Responsibility

1.1. FPV and electronic Products may require specialist technical knowledge.

1.2. The Customer is responsible for ensuring that Products are installed, configured and operated in accordance with applicable instructions and specifications.

1.3. The Customer is responsible for ensuring appropriate electrical protection, power supply, wiring, grounding, cooling and other installation requirements applicable to the Product.

1.4. Where firmware or configuration settings affect Product operation, the Customer is responsible for ensuring that compatible firmware and appropriate settings are used unless Anuta Software has expressly agreed to provide configuration Services.

1.5. Products must not be modified or used outside their specifications where doing so may create a safety risk or violate applicable law.

2. Damage Caused by Installation or Modification

2.1. Incorrect installation, soldering, wiring, firmware modification or other technical intervention may damage electronic Products.

2.2. Anuta Software is not responsible for damage caused by the Customer or a third party where such damage is attributable to incorrect installation, modification, misuse or operation outside specifications.

3. Radio and Regulatory Compliance

3.1. Certain Products may contain radio-frequency or transmission functionality.

3.2. The Customer must use such Products in compliance with the laws and technical requirements applicable in the country where they are operated.

3.3. The Customer is responsible for obtaining any license, authorization or registration required for its particular use where applicable.

3.4. Anuta Software does not authorize unlawful use of Products merely by supplying them.

3.5. Nothing in this section limits any mandatory legal obligations of Anuta Software as manufacturer, importer, distributor or supplier.

4. Product Safety and Recalls

4.1. Anuta Software may provide safety notices, warnings, firmware updates or recall information where necessary.

4.2. Customers should promptly follow safety instructions and recall notices.

4.3. Where a Product is subject to a mandatory safety recall or other corrective action, Anuta Software will take the measures required by applicable law.

4.4. Customers must provide reasonable cooperation where necessary to implement a product recall, safety measure or corrective action.

PART V – SOFTWARE, DIGITAL CONTENT AND SERVICES

Software License

1.1. Unless expressly stated otherwise, Software is licensed rather than sold.

1.2. The Customer receives only the rights expressly granted by the applicable licence.

1.3. Unless permitted by applicable law or the relevant licence, the Customer may not:

a. reproduce or distribute the Software;

b. sublicense or transfer the Software;

c. commercially exploit the Software outside the agreed scope;

d. remove proprietary notices; or

e. reverse engineer, decompile or disassemble the Software except where mandatory law permits such acts.

1.4. Third-party and open-source Software may be subject to separate licence terms.

2. Firmware

2.1. Firmware supplied with a Product may be required for the normal operation of that Product.

2.2. Anuta Software may provide firmware updates where reasonably necessary for security, compatibility, functionality, performance or regulatory compliance.

2.3. The Customer is responsible for following applicable firmware-update instructions.

2.4. Unless expressly agreed otherwise, Anuta Software does not guarantee compatibility with unsupported third-party hardware or Software.

3. Custom Software Development

3.1. Custom Software development will be governed by the applicable quotation, specification or development Agreement.

3.2. The applicable Agreement should, where relevant, specify:

a. scope;

b. specifications;

c. milestones;

d. acceptance criteria;

e. fees;

f. delivery dates;

g. support arrangements; and

h. intellectual-property rights.

3.3. Changes requested by the Customer may result in additional fees and revised delivery dates.

3.4. The Customer must provide timely access to systems, information, materials and personnel reasonably required for development.

3.5. Delays caused by the Customer may result in corresponding changes to the delivery schedule and additional costs.

4. SaaS and Digital Services

4.1. Where Anuta Software provides Software as a Service (“SaaS”), the applicable subscription, license or service terms will specify the scope of the service.

4.2. For Consumers, mandatory statutory rights concerning Digital Services remain unaffected.

4.3. Additional work outside the agreed scope may be charged separately.

5. Intellectual Property

5.1. Intellectual-property rights in Anuta Software's Software, firmware, designs, documentation, photographs, product descriptions, trademarks, logos, tools, know-how and other materials remain with Anuta Software or the relevant rights holder unless expressly transferred in writing.

5.2. Purchase of a physical Product does not transfer intellectual-property rights in its design, firmware or Software.

5.3. Custom development does not automatically transfer intellectual-property rights unless expressly agreed.

5.4. The Customer may use supplied materials only for their intended contractual purpose and within the rights granted.

6. Privacy

6.1. Anuta Software processes personal data in accordance with applicable data-protection legislation.

6.2. Details concerning processing of personal data are set out in Anuta Software's separate Privacy Policy.

6.3. Where Anuta Software processes personal data on behalf of a Business Customer, a separate Data Processing Agreement may apply where required by law.

7. Assignment

7.1. A Business Customer may not transfer or assign its rights or obligations under an Agreement without Anuta Software's prior written consent, unless mandatory law provides otherwise.

7.2. Anuta Software may use subcontractors and third-party suppliers to perform parts of an Agreement while remaining responsible for its contractual obligations to the extent required by law.

8. Changes to the Terms

8.1. Anuta Software may amend these Terms for future Orders and Agreements.

8.2. Amendments will not affect Agreements already concluded unless required by law or otherwise legally permitted.

8.3. The version applicable when an Agreement was concluded will apply to that Agreement, subject to mandatory law.

9. Severability

9.1. If any provision of these Terms is invalid, unlawful or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.

9.2. The invalid or unenforceable provision will, where legally possible, be replaced or interpreted in a manner that most closely reflects its intended purpose while complying with applicable law.

9.3. Failure by Anuta Software to enforce a provision of these Terms does not constitute a waiver of the right to enforce that provision later.

9.4. Where mandatory law requires contractual or pre-contractual information to be provided in a particular language, Anuta Software will comply with that requirement.

9. 5. Where different language versions exist, the version designated as controlling in the relevant Agreement will apply to the extent permitted by applicable law.

ANNEX I – MODEL WITHDRAWAL FORM

To:
Anuta Software
Verhagen Metmanstraat 1c 2282GL Rijswijk ZH Netherland