Legal

TERMS AND CONDITIONS — DEXTERITY

Last updated: March 2026

1. Acceptance of Terms

These Terms and Conditions (“Terms”) govern the use of Dexterity (“Software” or “Services”) provided by De BI Controller B.V. (“Vendor”, “we”, “us”, or “our”).

By installing, accessing, or using Dexterity, you (“Customer”, “you”) agree to be bound by these Terms. If you do not agree, you must not use the Services.

If you enter into this Agreement on behalf of a legal entity, you represent that you have authority to bind that entity.

2. Description of Services

Dexterity is a Software-as-a-Service (SaaS) solution that enables data replication from Microsoft Dynamics 365 Business Central or any other cloud/API based data source to Azure SQL Database, Microsoft Fabric SQL Database or any other cloud/API based data destination, either:

  • Hosted by Vendor, or
  • Hosted within Customer-controlled infrastructure

The Services may include API integrations and related data processing functionality.

3. License Grant

Subject to compliance with these Terms and payment of applicable fees, Vendor grants Customer a:

  • Non-exclusive
  • Non-transferable
  • Non-sublicensable
  • Limited, revocable

license to use the Software solely for internal business purposes.

Customer grants Vendor a limited license to process Customer data solely for the purpose of providing the Services.

4. Subscription, Fees, and Payment

4.1 Subscription Model

Dexterity is provided on a yearly subscription basis, as specified in the applicable invoice or order.

4.2 Fees

Customer agrees to pay all applicable fees. Fees:

  • Are invoiced in advance unless otherwise agreed
  • May be updated with at least 30 days’ prior notice
  • Apply to the next billing cycle

4.3 Taxes

Customer is responsible for all applicable taxes, duties, or levies imposed by any jurisdiction.

4.4 Non-Payment

Vendor may suspend or terminate access to the Services if payment is overdue.

5. Permitted Use

Customer may use the Software solely to:

  • Replicate data from its own Business Central environment
  • Use such data internally for analytics and reporting

Customer may not:

  • Resell, sublicense, or redistribute the Software or its outputs without written consent
  • Provide access to unauthorized third parties

6. Restrictions

Customer shall not:

  • Reverse engineer, decompile, or attempt to extract source code
  • Use the Software to process unauthorized third-party data
  • Access APIs outside approved usage or bypass system controls
  • Introduce malware or disrupt system integrity
  • Circumvent security or usage limitations

7. Hosting and Infrastructure

7.1 Vendor-Hosted Environment

Where Vendor hosts the infrastructure:

  • Vendor will use commercially reasonable efforts to maintain availability
  • Downtime may occur due to maintenance or external dependencies (e.g., cloud providers)

7.2 Customer-Hosted Environment

Where Customer hosts infrastructure:

  • Customer is solely responsible for configuration, security, and availability
  • Vendor is not liable for failures related to Customer-managed environments

8. Service Levels (SLA)

Vendor will use reasonable efforts to maintain availability of Services.

In case of service interruption:

  • Customer may request service credits
  • Credits are the sole remedy and apply only to future invoices
  • No refunds are provided

Downtime caused by third-party providers (e.g., Microsoft Azure), force majeure, or Customer systems is excluded.

9. Data and Privacy

9.1 Data Processing

Customer data may be processed outside Business Central as part of the replication service.

Processing is governed by a separate Data Processing Agreement (DPA).

9.2 Customer Responsibilities

Customer is responsible for:

  • Lawful use of data
  • Compliance with GDPR and other applicable laws
  • Obtaining necessary consents

9.3 Data Ownership

Customer retains all rights to its data.

10. Third-Party Services

The Services may integrate with third-party platforms (including Microsoft Azure).

Vendor:

  • Has no control over third-party services
  • Is not liable for failures, changes, or outages of such services

Customer agrees to comply with applicable third-party terms.

11. Updates and Changes

Vendor may:

  • Release updates, patches, or new versions
  • Require updates for continued use

Continued use after updates constitutes acceptance of changes.

12. Term and Termination

12.1 Term

This Agreement remains in effect for the duration of the subscription.

12.2 Renewal

Subscriptions renew automatically unless terminated with 60 days’ notice before renewal.

12.3 Termination for Cause

Vendor may terminate immediately if Customer:

  • Breaches these Terms
  • Violates acceptable use
  • Fails to pay fees

12.4 Effect of Termination

Upon termination:

  • Access to Services ceases
  • Licenses are revoked
  • Customer must stop using the Software

13. Data Upon Termination

Customer may request export of its data within 60 days after termination.

After this period:

  • Vendor may delete all data
  • Vendor has no obligation to retain data

14. Intellectual Property

Vendor retains all rights, title, and interest in:

  • The Software
  • APIs
  • Documentation
  • Trademarks and branding

No ownership rights are transferred to Customer.

15. Warranties and Disclaimers

The Services are provided “as is” and “as available”.

Vendor disclaims all warranties, including:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Accuracy or reliability

Customer uses the Services at its own risk.

16. Limitation of Liability

To the maximum extent permitted by law:

  • Vendor’s total liability is limited to fees paid in the preceding 12 months
  • Vendor is not liable for:
    • Indirect or consequential damages
    • Loss of data, profits, or business
    • Service interruptions

17. Indemnification

Customer agrees to indemnify and hold Vendor harmless from claims arising from:

  • Customer’s use of the Services
  • Violation of these Terms
  • Breach of applicable laws

18. Compliance and Export Controls

Customer agrees to comply with all applicable:

  • Export laws
  • Trade sanctions
  • International regulations

19. Force Majeure

Vendor is not liable for failure or delay caused by events beyond reasonable control, including:

  • Cloud provider outages
  • Internet failures
  • Natural disasters
  • War or governmental actions

20. Governing Law and Jurisdiction

These Terms are governed by the laws of the Netherlands.

Disputes shall be subject to the exclusive jurisdiction of Dutch courts.

21. Changes to Terms

Vendor may update these Terms from time to time.

Changes become effective:

  • Upon notice, or
  • Upon continued use of the Services

22. General Provisions

  • These Terms constitute the entire agreement
  • If any provision is invalid, the remainder remains in effect
  • Failure to enforce any right is not a waiver

23. Contact

For questions or support:
https://www.debicontroller.nl/contact/