X-Ray Terms

• X-Ray: Scaleflow's technology, product and AI assessment of a company. Automated source-code and product analysis, reviewed and signed off by a Scaleflow operator, preceded by an intake interview with the company.
• Confirmatory DD: optional manual work on top of an X-Ray, after term sheet: interviews with the company's team and leadership, meetings and desk research, after which the Reports are adjusted based on that work.
• Reports: the deliverables of an X-Ray or Confirmatory DD, including the Executive Summary, the Technical Leadership report and the Full Findings & Actions report.
• Investor: a fund or other investor.
• Designating Investor: the Investor that designates the Company for an X-Ray under B1.1.
• Company: the company assessed in an X-Ray.
• Engagement: one X-Ray, with any Confirmatory DD on it, for one Company.
• Delivery: the delivery of the Reports of an Engagement to the Designating Investor, or, for an X-Ray commissioned by the Company itself, to the Company.
• Via an Investor: an X-Ray is Via an Investor when it is part of the Designating Investor's investment process for a financing round of the Company. Any other X-Ray, including a vendor due diligence or an X-Ray a portfolio company orders outside a financing round, is commissioned by the Company itself.
• Order Form: a document signed by Scaleflow and an Investor that refers to these Terms and sets the commercial terms. An Investor without a partnership receives an Order Form for a single X-Ray.
• Term: the period stated in the Order Form.
• Round Size: the total amount of the financing round the X-Ray supports at final closing, including all equity and convertible instruments, not the ticket of an individual Investor.
• Commitment: the revenue an Investor commits to Scaleflow over the Term of an Order Form. If it is not reached, the Investor pays the difference under B4.1.
• Preview: the Reports before the invoice for them has been paid in full. A Preview carries a watermark stating that it is a preview and unlicensed until paid.
• Co-investor: an investor that invests, or considers investing, in the same financing round of the Company as the Designating Investor.
• Recipient: a Co-investor with whom the Designating Investor shares Reports under A4.8.
• Recipient Acknowledgement: the non-reliance and confidentiality acknowledgement in the form published by Scaleflow, signed by a recipient of the Reports before access.
• Release Letter: a written release issued by Scaleflow that allows the Designating Investor to share the Reports of one Engagement with the Co-investors named in it, for the fee stated in it.
• Price List: Scaleflow's price per X-Ray and per Confirmatory DD by Round Size, as included in each Order Form. List Price means the price in the Price List before any discount. Each bracket of the Price List runs up to and including its upper limit.

In case of conflict: (1) the Order Form, (2) Part B or Part C, (3) Part A. An Order Form may deviate from these Terms for that Order Form only. Pages of an Order Form or Engagement marked as illustrative, including descriptions of benefits and examples, do not form part of it. Any general terms or purchase conditions of the Investor or the Company do not apply.

Where the Company and Scaleflow have signed a separate non-disclosure agreement, whenever signed, that agreement prevails on the confidentiality of the Company's information only. It does not affect A4, A6.2, A7 or A8.5. Nothing in a non-disclosure agreement prevents Scaleflow from delivering the Reports to the Designating Investor, or the Designating Investor from sharing them with Recipients under A4.8.

A3.1 Scaleflow delivers the Reports with a target of one business day after effective access to the source code and documents in scope. This is a target on a best-effort basis, not a guaranteed term. Delays caused by the Investor or the Company extend it accordingly.

A3.2 The timing of a Confirmatory DD is agreed per Engagement.

A3.3 Scaleflow develops the X-Ray on an ongoing basis. Improvements released as part of the standard X-Ray are included at no extra charge.

A4.1 All intellectual property rights in the Reports, and in Scaleflow's platform, methods, models, prompts and benchmarks, remain with Scaleflow.

A4.2 Until the invoice for that X-Ray or Confirmatory DD has been paid in full, by the Company or by the Investor under B3, the Reports are a Preview and unlicensed.

A4.3 The Designating Investor may use the Preview for its investment decision on that Company, including its investment committee, and share it under A4.8. The Company may read the Preview it receives but may not use it for any other purpose, share it with third parties or rely on it, until paid.

A4.4 After payment, the watermark is removed and Scaleflow grants a perpetual, non-exclusive, non-transferable licence to the Company and the Designating Investor. The Company may use and share the Reports as it sees fit, subject to A4.6. The Designating Investor may use them for its own purposes and share them under A4.8. Anyone outside A6.1 who receives the Reports from the Company or the Designating Investor must first sign a Recipient Acknowledgement (A4.9). Recipients receive no licence.

A4.5 If the Company makes a refund request under C4, the Company may no longer use the Reports from the date of the request. The Company must stop using the Reports and delete all copies it holds. The Designating Investor's licence follows its payment under B3.3.

A4.6 No one may resell, sublicense or commercialise the Reports as a standalone product or service. No third party may rely on the Reports unless Scaleflow has issued a separate reliance letter, at Scaleflow's then-current rate.

A4.7 Scaleflow may use anonymised and aggregated insights from Engagements to improve its services and benchmarks, provided no Investor or identifiable Company confidential information is disclosed. Source code is never used to train models.

A4.8 Sharing with Co-investors.

A4.8.1 By default, the Designating Investor may not share the Reports with third parties, including Co-investors. Disclosure to its own employees, investment committee, limited partners, lenders and professional advisors under A6.1 is always permitted.

A4.8.2 During the Term of an Order Form that grants it under B5, the Designating Investor may share the Reports of an Engagement Via an Investor with Co-investors in that same financing round, without a Release Letter.

A4.8.3 Without that right, including after the Term, the Designating Investor may share the Reports with Co-investors only under a Release Letter.

A4.8.4 Any sharing under A4.8 is subject to these conditions:

• the Reports are shared only with Co-investors in the financing round the X-Ray supports, not with investors in a later round;
• a Recipient may use the Reports only for its own decision on investing in that financing round, keeps them confidential under obligations no less protective than A6.1 and does not share them further;
• before access, each Recipient signs a Recipient Acknowledgement;
• the Designating Investor is responsible for compliance by its Recipients and indemnifies Scaleflow under B6.2;
• a Preview shared before payment keeps its watermark, and sharing does not change who pays under B3.

A4.8.5 At the end of the Term:

• Reports already shared may remain with the Recipients, under the same conditions;
• no new sharing under A4.8.2 is permitted, except with Co-investors in a financing round of that Company that was in progress at the end of the Term, within 30 days after the end of the Term;
• if Scaleflow terminates the Order Form for the Investor's breach or insolvency under B4.2, the right under A4.8.2 ends on the termination date, without the 30-day period.

A4.8.6 If the Company's licence ends under A4.5, or the Designating Investor's licence has not arisen, the Designating Investor informs its Recipients and they delete their copies on request.

A4.9 Non-reliance. A Recipient, and anyone else who receives the Reports other than the Company and the Designating Investor, acknowledges that: (a) the Reports were prepared for the Designating Investor and the Company only; (b) Scaleflow owes it no duty of care and has no liability towards it, in contract, tort or otherwise; (c) it does not rely on the Reports and makes its own assessment; and (d) it does not acquire any claim against Scaleflow from receiving the Reports. The party that shares the Reports obtains a signed Recipient Acknowledgement before access, stipulated for the benefit of Scaleflow, which Scaleflow hereby accepts, and provides signed copies to Scaleflow on request. Sharing without it is a breach by the sharing party. Every shared copy carries this notice on its cover and in the footer of each page. A4.9 survives the end of any Order Form. A reliance letter under A4.6 is the only exception.

A5.1 All prices are in euro, excluding VAT. The payment term is 14 days from the invoice date, unless an Order Form states otherwise.

A5.2 If an invoice is not paid when due, statutory commercial interest (article 6:119a Dutch Civil Code) is due from the due date. Scaleflow sends a reminder with 14 days to pay. After that period Scaleflow may charge reasonable collection costs (article 6:96 Dutch Civil Code) and suspend further services to the party that has not paid.

A5.3 Invoices disputed in good faith within 14 days of receipt are not overdue while the dispute is open. The parties shall use reasonable efforts to resolve it within 30 days. A dispute does not stop the 60-day period in B3.2.

A5.4 Apart from A5.3, no party may set off amounts against, or suspend payment of, Scaleflow's invoices.

A6.1 Each party keeps the other's non-public information confidential and uses it only for the X-Ray and related services. Disclosure on a need-to-know basis to employees, the investment committee, advisors, lenders and limited partners of the Investor is permitted under confidentiality obligations no less protective. Disclosure of the Reports to Co-investors is permitted only under A4.8. The Investor is responsible for compliance by anyone it shares the Reports with. Standard exceptions apply (public domain, prior possession, independent development, required by law). This obligation survives for three years after the end of the Engagement and, for the Reports, source code, trade secrets and security findings, for as long as the receiving party retains them.

A6.2 Source code is processed in an isolated environment in Scaleflow's own cloud account in Europe. The models that read the code run inside that environment. Source code is never emailed, stored on a workstation or shared with third parties, and never shared with the Investor. The environment and the source code in it are destroyed when the Engagement closes, and in any case within 30 days after Delivery of the last Reports of that Engagement, unless the law requires otherwise. For a Confirmatory DD after that period, the Company grants access again where needed. Reports are kept for seven years.

A6.3 Personal data is processed only incidentally. Where Scaleflow processes personal data on behalf of the Investor or the Company, Scaleflow's Data Processing Agreement applies (www.scaleflow.com/legal/dpa).

A7.1 The Reports are Scaleflow's professional opinion at the time of Delivery. They are not a guarantee of any commercial outcome, technical performance or investment return. Decisions based on the Reports are the responsibility of the party that takes them.

A7.2 Scaleflow's total liability is capped as set out in Part B (Investors) and Part C (Companies). No party is liable for indirect or consequential damages, including lost profits, lost data or lost investment returns. The cap and exclusion do not apply to wilful misconduct, gross negligence or Scaleflow's IP indemnity under A7.3.

A7.3 Scaleflow warrants that the Reports do not infringe third-party intellectual property rights and indemnifies the Investor and the Company against any such third-party claim, including reasonable legal costs and damages. This does not cover materials provided by the Company or the Investor. The indemnified party notifies Scaleflow promptly and leaves the defence to Scaleflow. The indemnity is capped at three times the fees for that Engagement.

A7.4 Scaleflow's liability under any non-disclosure agreement, supplement or other document related to an Engagement, towards any party, is subject to the caps and exclusions in these Terms, unless that document expressly states otherwise and is signed by Scaleflow's management.

A7.5 Complaints about the Reports must be made in writing within 30 days after Delivery. Any claim against Scaleflow lapses unless brought before the competent court within 12 months after Delivery. Scaleflow does not verify the accuracy of information provided by the Company or the Investor.

A8.1 These Terms apply to business customers only.

A8.2 Scaleflow is an independent contractor. Nothing in these Terms or an Order Form creates a partnership, joint venture or agency; the word "partnership" in an Order Form describes a commercial relationship only. Scaleflow shall not subcontract the operator review and sign-off without the Investor's prior consent, not to be unreasonably withheld, and remains responsible for any subcontractor.

A8.3 Force majeure: no party is liable for failures caused by circumstances beyond its reasonable control; either party may terminate after 90 consecutive days of force majeure.

A8.4 Assignment requires the other party's consent, except to a successor in a merger or sale of substantially all assets. Scaleflow may assign its receivables without consent. Invalid provisions do not affect the rest and are replaced by a valid provision that comes closest to their purpose.

A8.5 Dutch law applies. The competent court in Amsterdam has exclusive jurisdiction.

A9.1 Every version of these Terms has a version number and date. Earlier versions remain available on the website. Scaleflow provides these Terms as a PDF to every Company at onboarding, and to an Investor on request.

A9.2 Scaleflow announces changes by email at least 30 days before they take effect.

A9.3 A signed Order Form stays under the version it refers to until it ends. A new version applies to new Order Forms and to renewals. For an X-Ray Via an Investor, Part C applies to the Company in the version of the Designating Investor's Order Form. For an X-Ray commissioned by the Company itself, the version accepted at onboarding applies.

B1.1 The Investor designates a Company in writing, states the expected Round Size and shares its investment thesis for the investment. Scaleflow tunes the X-Ray to that thesis. The stated Round Size sets the price.

B1.2 Scaleflow contacts the Company and arranges the non-disclosure agreement, the Company's acceptance of Part C and access. The Company can use its own non-disclosure agreement.

B1.3 The Investor receives the Reports first and decides when they are shared with the Company.

B1.4 The Investor informs Scaleflow of the final Round Size within 30 days after the final closing. If it falls in a higher bracket than stated, the price follows that bracket and Scaleflow sends the Company a supplementary invoice for the difference, to which B3.2 applies. If it falls in a lower bracket, the price stays as it is.

B2.1 The Order Form sets the Commitment, its Term and the resulting discount on the Price List. The Commitment is a minimum, not a cap. Every X-Ray and Confirmatory DD paid under the Order Form counts towards it at its paid amount, whoever pays it, for any Round Size. Unpaid invoices do not count. The discount applies to every X-Ray during the Term, also after the Commitment has been reached.

B2.2 Scaleflow sets the prices; the Investor does not. Prices per X-Ray follow the Round Size. Confirmatory DD is a fixed fee by Round Size up to 25M, as set out in the Order Form, and quoted by Scaleflow before the start above 25M. The discount applies to X-Rays only. Confirmatory DD is only available on top of an X-Ray in the same Engagement, never on its own.

B2.3 Nothing is paid upfront by the Investor.

B2.4 Prices are fixed for the Term. A new Order Form uses the Price List in force at that time.

B3.1 For an X-Ray Via an Investor, Scaleflow invoices the Company at the discounted price for the stated Round Size under the Investor's Order Form.

B3.2 If an invoice to the Company is not paid within 60 days of the invoice date and no valid refund request under C4 has been made, Scaleflow invoices the Investor for that X-Ray or Confirmatory DD. The 60-day period runs regardless of any dispute by the Company. The Investor pays that invoice within 14 days. This is a primary and independent obligation of the Investor, not a guarantee; the Investor cannot invoke any defence or set-off of the Company. When the Investor has paid, Scaleflow assigns its claim against the Company for that invoice to the Investor and no longer collects it itself. Only the Investor's payment counts towards the Commitment. The licence under A4.4 then arises for the Investor and, once the Company has paid the Investor or the Investor confirms this in writing, for the Company.

B3.3 Where the Investor has already paid under B3.2, this B3.3 does not apply. Otherwise, if the Designating Investor does not invest in the Company in that financing round, the Company can make a refund request under C4. The Investor confirms in writing within 10 business days of Scaleflow's request whether it invests. On a valid refund request, Scaleflow invoices the Investor for that X-Ray and any Confirmatory DD at the amount invoiced to the Company. The Investor pays that invoice within 14 days. Once the Investor has paid, Scaleflow cancels the Company's invoice or refunds the Company if it has already paid. The Company's invoice then no longer counts towards the Commitment; only the Investor's payment counts. On payment the Investor holds the licence under A4.4.

B3.4 Outside a financing round, a portfolio company of the Investor decides itself whether it wants an X-Ray, and pays for it itself, before the start. There is no refund. If the Investor initiated the X-Ray or introduced the Company to Scaleflow in writing, the price is the discounted price under the Investor's Order Form for the Round Size of the Company's most recent financing round, and the payment counts towards the Commitment. If the Company approaches Scaleflow directly, it is an X-Ray commissioned by the Company itself under C2.2 and it does not count towards the Commitment.

B4.1 Scaleflow settles the Commitment 90 days after the end of the Term. All X-Rays and Confirmatory DDs delivered during the Term count at the amount paid on the settlement date. If the total is below the Commitment, Scaleflow invoices the Investor for the difference. The Commitment is the agreed fee for the discount and the partner benefits, not a penalty. Any payment for such an X-Ray received after the settlement date is credited against that invoice. A refund under B3.3 after the settlement date does not change the settlement, because the Investor's payment replaces the Company's.

B4.2 Either party may terminate an Order Form with immediate effect for material breach not cured within 30 days, or for the other party's insolvency. On termination, the Commitment is settled under B4.1 as if the Term had ended on the termination date. If Scaleflow terminates for the Investor's breach or insolvency, the unpaid balance of the Commitment becomes immediately due as accelerated payment of the agreed fee. If the Investor terminates for Scaleflow's breach or insolvency, the Commitment is reduced pro rata to the number of full months elapsed.

Where the Order Form grants them, during the Term: planning priority, sharing of Reports with Co-investors in the same financing round under A4.8.2 without a Release Letter, and early access to new X-Ray modules on an as-is basis before general release.

B6.1 Each party's total liability under an Order Form is capped at the Commitment for the Term in which the event occurred or, if there is no Commitment, the fees for that Engagement. The cap does not apply to the Investor's obligation to pay invoices under these Terms and the Order Form, including under B1.4, B3.2, B3.3 and B4.1.

B6.2 The Investor indemnifies Scaleflow against third-party claims arising from the use of, or decisions based on, the Reports by the Investor or anyone the Investor shared them with, save for Scaleflow's IP indemnity, wilful misconduct or gross negligence, capped at the Commitment or, if there is no Commitment, the fees for that Engagement.

B7.1 During the Term and for 12 months after, neither party solicits or recruits the other's staff or contractors involved in the services without consent. General advertising is not solicitation. If the Investor, or a company in which the Investor directly or indirectly holds more than 50% of the voting rights (excluding portfolio companies), hires such a person, a fee of 50% of that person's agreed gross annual compensation is payable within 30 days of the start date.

B7.2 Scaleflow may name the Investor and use its logo as a client.

B7.3 The Investor cooperates with Scaleflow on a case study and on joint communications about the partnership, for example on Scaleflow's website and on LinkedIn. The content requires the Investor's prior written approval, not to be unreasonably withheld.

B7.4 Any publication identifying a Company requires the Investor's prior written consent, not to be unreasonably withheld. Anonymised references are always permitted.

C1.1 The Company grants Scaleflow read-only access to the repositories and documents in scope, for the sole purpose of the X-Ray. The Company can revoke access at any time; the X-Ray may then be limited to what was available, and the fee remains due. The Company warrants that it is entitled to grant this access and that the information it provides is, to its knowledge, accurate and complete.

C1.2 The Company takes part in the intake interview and, for a Confirmatory DD, makes its team and leadership available for interviews.

C2.1 X-Ray Via an Investor: the Company pays the amount stated in its onboarding acceptance, which follows the discounted price for its Round Size under the Designating Investor's Order Form. If the round closes in a higher bracket, the price follows that bracket and Scaleflow sends a supplementary invoice for the difference (B1.4). If the round closes lower, the price stays as it is. Scaleflow invoices the Company on Delivery to the Designating Investor. The Company's payment obligation does not depend on when it receives the Reports.

C2.2 X-Ray commissioned by the Company itself (for example a vendor due diligence): the Company pays the price Scaleflow quotes before the start, based on the size and stage of the Company, in full before the start. There is no refund.

C2.3 Portfolio company of an Investor, outside a financing round: the Company decides itself whether it wants an X-Ray and pays before the start, without refund. If the Investor initiated the X-Ray or introduced the Company to Scaleflow in writing, the price is the discounted price under the Investor's Order Form for the Round Size of the Company's most recent financing round. Otherwise C2.2 applies.

C2.4 Confirmatory DD is invoiced like the X-Ray, at the fee under B2.2, confirmed to the Company before the start.

Until paid, the Reports are a Preview (A4). After payment the Company holds a licence to use and share them as it sees fit, subject to A4.6, B3.2 and C4. Before access, anyone the Company shares the Reports with signs a Recipient Acknowledgement (A4.9), and C5.2 applies.

C4.1 For an X-Ray Via an Investor, if the Designating Investor does not invest in the Company in that financing round, the Company can request in writing that its invoice for the X-Ray and any Confirmatory DD is cancelled, or refunded if already paid. The request must be made within 3 months of Delivery. This period is extended once by 3 months if the Designating Investor confirms in writing, before the first period ends, that the investment is still pending. A refund request is valid only with the Designating Investor's written confirmation that it will not invest. A request without that confirmation is not a refund request and does not suspend the Company's payment obligation.

C4.2 From the date of a valid request the Company may no longer use the Reports and must delete all copies.

C4.3 Scaleflow invoices the Designating Investor and cancels or refunds the Company's invoice within 14 days after the Designating Investor has paid. Scaleflow does not advance the refund.

C5.1 Scaleflow's total liability to the Company is capped at the fees paid for that Engagement, by whoever paid them.

C5.2 The Company indemnifies Scaleflow against third-party claims arising from the use of, or decisions based on, the Reports by the Company or anyone it shared them with, save for Scaleflow's IP indemnity, wilful misconduct or gross negligence. This indemnity is capped at the fees for that Engagement.