Terms of Service.

Customer means any natural person or legal entity (company, organization, or individual acting as a representative) that has entered into an agreement with Envoy for the use of the Service, whether by signing an Order Form, accepting these Terms online, or paying for the Service.

Usermeans any individual who accesses or uses the Service, including employees, contractors, or agents of a Customer. Users derive their right to access the Service from a Customer's agreement with Envoy (whether executed in writing or implied through payment or account registration within the platform). Unauthorized users who access the Service without Envoy's permission remain subject to these Terms for any use they make of the Service.

Visitor means any individual browsing or accessing the website (or any domain governed by this agreement and linked to Envoy) or public areas of the Service, without an account.

Youmeans Visitor, User or Customer as the context requires going forward. All references to "you" or "your" in these Terms apply to the relevant party in each capacity.

Customer Content means any data, documents, files, prompts, requirements, specifications, supplier and catalog information, communications, and other content you or your users submit to, or generate through, the Services.

Results means outputs generated by the Services based on Customer Content.

Envoy Materials means the Services, software, documentation, APIs, usage data, and all improvements and derivatives thereof.

Billing Cycle means the subscription period set out in your Order Form or online plan selection.

Welcome to Envoy, a service operated by BHCentral BV ("Company", "Envoy", "we", "our", "us")! Please take a moment to review our Terms of Service. By using our website at envoyhq.com, you agree to these Terms of Service ("Terms", "Agreement").

Our Privacy Policy also governs your use of our Service and explains how we collect, protect, and use your information. If you do not agree with any part of the Agreement, please contact us at info@envoyhq.com so we can address your concerns. These Terms apply to all visitors, users, and anyone who accesses or uses the Service.

Thank you for using Envoy responsibly.

If you use the Envoy platform under an account owned by an entity that has signed a Master Services Agreement ("MSA") and/or an order form ("Order Form"), then the Order Form prevails over the MSA, which prevails over these Terms. If no MSA is in place, these Terms govern your access to and use of the Services.

If a Data Processing Addendum ("DPA") has been executed between the Customer and Envoy, it governs Envoy's processing of Personal Data and takes precedence over these Terms in the event of conflict.

By creating an account on our Service, you agree to receive newsletters, marketing, or promotional materials, and other information we may send. You can opt-out of receiving any, or all, of these communications by following the unsubscribe link or by emailing us.

When you create an account, you guarantee that the information you provide is accurate and current. Inaccurate or incomplete information may result in the termination of your account. You are responsible for maintaining the confidentiality of your account and password. Notify us immediately of any unauthorized use of your account. We reserve the right to refuse service, terminate accounts, or remove or edit content at our sole discretion.

To purchase any product or service through our Service ("Purchase"), you may need to provide information such as your credit card number, expiration date, billing address, and shipping information.

You confirm that you have the legal right to use any payment method provided, and that the information you provide is accurate and complete.

We may use third-party services to process payments and complete Purchases. By submitting your information, you allow us to share it with these third parties, subject to our Privacy Policy.

We reserve the right to refuse or cancel your order for reasons including product availability, errors in the description or price of the product, or suspected fraud.

Some parts of our Service are billed on a subscription basis ("Subscription(s)"). Subscriptions automatically renew at the end of each Billing Cycle under the same conditions unless you cancel or Envoy cancels. You can cancel your Subscription renewal through your online account management page or by contacting our customer support team at least 90 days in advance of your renewal date. A valid payment method is required for Subscription payments. You must provide accurate billing information and authorize Envoy to charge all Subscription fees to your payment method. If automatic billing fails, we will issue an electronic invoice for manual payment. All invoices are immediately due upon issuance.

Envoy may modify Subscription fees. Any changes will take effect at the end of the current Billing Cycle. We will provide reasonable notice of any fee changes, giving you the opportunity to cancel your Subscription before the changes take effect. Your continued use of the Service after fee changes means you accept the new fees. Fees are exclusive of taxes; Customer is responsible for all applicable taxes, excluding Envoy's income taxes. Overdue amounts accrue "at 1.5% per month" or the maximum rate permitted by law. Envoy may suspend for non‑payment after the due date. Invoice disputes must be raised within 10 days of the invoice date; undisputed amounts remain due.

Except when required by law, all fees are non-refundable.

Content on our Website is the property of Envoy or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use the Content for commercial or personal gain without our written permission.

Regarding our platform:

Ownership. (a) Customer owns Customer Content and Results; (b) Envoy and its licensors own all rights in the Envoy Materials.

License to Envoy. You grant Envoy a non‑exclusive license to host, copy, process, transmit, display, and create non‑permanent technical copies of Customer Content solely to provide and support the Services and as otherwise permitted in the DPA.

Aggregated/De‑identified Data.Envoy may create and use aggregated and/or de‑identified data derived from Customer's use of the Services for legitimate business purposes (including improving and securing the Services), provided such data does not identify Customer or any individual.

Model training. Envoy does not use Customer Content or Results to train foundation models or improve models for other customers.

Feedback. If you provide feedback or suggestions, you grant Envoy a royalty‑free, irrevocable license to use them without restriction.

You may use the Service only in accordance with these Terms, applicable law, and reasonable standards of conduct.

You agree not to, and not to allow others to:

1. Illegal or Harmful Use

• Use the Service in any way that violates applicable laws or regulations (including data-protection, export-control, or anti-corruption laws).
• Use the Service to exploit, harm, or attempt to exploit or harm minors or vulnerable individuals.
• Use the Service to engage in fraudulent, misleading, or deceptive activities.

2. Interference and Security Violations

• Disable, disrupt, overload, or otherwise impair the Service or its infrastructure.
• Attempt to gain unauthorized access to any portion of the Service, Envoy systems, or other user accounts.
• Circumvent or attempt to bypass any access controls, rate limits, or usage restrictions applied to the Service.
• Introduce or transmit any viruses, worms, malware, or other harmful code.
• Use automated systems, bots, spiders, or scraping tools to access the Service except through publicly documented APIs provided by Envoy.

3. Improper or Infringing Content

• Upload, post, transmit, or otherwise make available any content that infringes or misappropriates another party's intellectual-property rights, privacy rights, or other proprietary rights.
• Impersonate Envoy, any Envoy employee, or any other person or entity.
• Send or facilitate unsolicited advertising, promotional materials, spam, or other forms of solicitation.

4. Restricted Data and Activities

• Input or upload any "special categories of personal data" (as defined in Article 9 of the GDPR) or other "sensitive data" (such as health, biometric, or financial-account data) unless explicitly permitted in writing and governed by a Data Processing Addendum signed by both you and Envoy.
• Use the Service to collect or process Personal Data without having obtained all legally required consents or notices.
• Use the Service in connection with automated decision-making that has legal or similarly significant effects on individuals without appropriate human review.

5. Misuse and Competitive Use

• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Service.
• Access or use the Service for the purpose of building a competing product or service, or to benchmark or analyze the Service for competitive purposes.
• Resell, lease, sublicense, or otherwise make the Service available to any third party except as expressly permitted in writing.

6. Denial-of-Service or Abuse

• Attack the Service via a denial-of-service or distributed denial-of-service attack.
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.

Suspension Rights.

Envoy may suspend or limit access to the Service immediately and without prior notice if it reasonably determines that your use violates this Acceptable Use section, poses a security or legal risk, or could adversely impact the Service or other users. Envoy will notify you of the suspension and will restore access once the issue is resolved.

The Services include autonomous agents that can act on your behalf — for example, contacting suppliers, requesting and comparing quotes, conducting negotiations, and preparing or placing orders. By enabling these features, you appoint Envoy as your limited agent for the sole purpose of performing the actions you authorize, and only within the scope, permissions, spending limits, and approval thresholds you configure (your "Mandate").

You are responsible for defining and maintaining your Mandate, including any human-approval requirements for actions above a value or risk threshold. You are bound by, and solely responsible for, any action an agent takes within the Mandate to the same extent as if you had taken it yourself. Envoy is not responsible for outcomes that result from a Mandate you have configured, including limits set too high or approvals you have waived.

You may modify or revoke the Mandate, pause agents, or halt in-progress actions at any time through the Service's controls. Revocation takes effect on a going-forward basis and does not affect commitments already made to third parties before it took effect. Envoy may also suspend or limit agent actions as described in the Acceptable Use and Service Availability sections.

Envoy provides software that facilitates procurement. We are not a party to, and do not act as a broker, dealer, reseller, agent-of-record for a supplier, or guarantor of, any contract, purchase order, or other agreement formed between you and a supplier or other third party through the Services. We do not take title to, take possession of, inspect, or assume any responsibility for any goods or services you procure.

Any contract you enter into with a supplier is solely between you and that supplier. Envoy is not responsible for a supplier's performance, pricing, availability, delivery, quality, compliance, or solvency, or for any other act or omission of a supplier, and is not liable for any dispute between you and a supplier. You are responsible for conducting any diligence you consider appropriate before transacting with a supplier.

Envoy uses artificial intelligence and autonomous agents to support procurement workflows — including sourcing and evaluating suppliers, drafting communications, conducting negotiations, and analyzing quotes, contracts, and spend. AI systems can produce output that is inaccurate, incomplete, outdated, or otherwise unsuitable for a given situation, and we do not guarantee the accuracy, reliability, or completeness of any AI-generated content, recommendation, or agent action. AI-generated content does not constitute legal, financial, procurement, or other professional advice.

You are responsible for configuring the scope, permissions, and guardrails within which the agents operate, and for reviewing and approving agent outputs, recommendations, and proposed actions before relying on them or entering into any binding commitment. Envoy acts as a tool that supports your decisions; you remain the principal in any sourcing, negotiation, or purchasing decision and are responsible for the outcomes.

Where you authorize the agents to communicate or transact with third parties such as suppliers on your behalf, you authorize those communications and actions and remain responsible for them. Envoy shall not be liable for any damages or losses resulting from AI-generated content or autonomous agent actions, including any negotiation outcome, supplier selection, contract term, or purchase decision.

You acknowledge that the Services use AI and may communicate with third parties on your behalf. You are responsible for ensuring that your use of the agents — including any communications they send to suppliers or other parties — complies with applicable laws governing artificial intelligence, automated messaging, and transparency, including any obligation to disclose that a recipient is interacting with an AI system (for example, under the EU AI Act or similar bot-disclosure laws).

Where the Services support decisions that produce legal or similarly significant effects on individuals, you must ensure appropriate human review and a lawful basis consistent with applicable data-protection law (including Article 22 of the GDPR). You are responsible for providing any notices and obtaining any consents required from individuals affected by your use of the Services.

You are responsible for ensuring that your use of the Services, including any agent-led sourcing or negotiation, complies with all applicable competition, antitrust, and procurement laws. You must not use the Services to facilitate or engage in bid-rigging, price-fixing, market or customer allocation, the exchange of competitively sensitive information among competing suppliers, or any other anti-competitive or collusive practice.

If you are subject to public-procurement, regulated-industry, or internal procurement rules, you are responsible for ensuring that your use of the Services complies with them. Envoy does not monitor and is not responsible for the legality of the procurement activities you conduct through the Services.

The Services may integrate with third-party systems you choose to connect, such as ERP, procure-to-pay, e-signature, communication, identity, and payment platforms ("Connected Systems"). By connecting a system or providing credentials, API keys, or authorization tokens, you authorize Envoy to access, retrieve, and process data from, and write data to, that Connected System as necessary to provide the Services and as directed by you.

You represent that you have the right to grant this access, you are responsible for the security of your credentials, and you are responsible for complying with the terms of any Connected System. Envoy is not responsible for Connected Systems, for any change a provider makes to them, or for any loss arising from their unavailability or their acts or omissions. Your use of a Connected System remains governed by that provider's own terms.

The quality of the Results depends on the accuracy, completeness, and timeliness of the Customer Content and data provided by you and by third parties, including suppliers and Connected Systems. Envoy does not independently verify this data and does not guarantee the accuracy, completeness, representativeness, or reliability of any Result, recommendation, benchmark, or analysis produced by the Services.

The interpretation and use of any Result is your sole responsibility, and Envoy shall not be liable for any decision made on the basis of a Result. You are responsible for reviewing Results before relying on them, particularly where the Services act autonomously.

From time to time we may make beta, preview, early-access, or evaluation features available ("Beta Features"). Beta Features are provided for evaluation only, may be changed or withdrawn at any time, may be unstable or incomplete, and are excluded from any service-level commitment. To the maximum extent permitted by law, Beta Features are provided "as is" and "as available," without warranty or indemnity of any kind, and your use of them is at your sole risk.

We may use third-party providers to monitor and analyze the use of our Service. We do not share your Customer Content with these analytics providers.

The Service is intended for individuals at least eighteen (18) years old. By using the Service, you confirm that you are at least 18 years old and legally capable of agreeing to these Terms.

If you and Envoy have executed a separate DPA, that agreement is leading.

Otherwise Envoy acts as "data processor" (or sub-processor) only to the extent it processes Personal Data on behalf of the Customer. The Customer is responsible for ensuring it has a lawful basis and all required consents for the collection and submission of Personal Data through the Service.

Subprocessors. Current Subprocessors are listed at https://trust.envoyhq.com/subprocessors.

Security. Envoy maintains appropriate technical and organizational measures described at https://trust.envoyhq.com/

Incident Notice. Envoy will notify Customer without unreasonable delay after becoming aware of a Data Breach affecting Customer Data.

Data Return/Deletion.Upon termination or at Customer's request, Envoy will delete or return Customer Data, subject to legal retention obligations.

International Transfers.Envoy uses the "EU Standard Contractual Clauses (EU 2021/914)" (and UK IDTA/US addenda as applicable) for cross‑border transfers.

The Services may generate records of agent actions, communications, approvals, and transactions ("Activity Records"). You are responsible for determining the retention requirements that apply to your procurement and transaction records — including those imposed by tax, accounting, anti-corruption, or audit obligations — and for exporting or retaining such records as required.

Subject to applicable law and any executed DPA, Envoy may retain Activity Records and Customer Content for the period necessary to provide the Services, comply with legal obligations, resolve disputes, and enforce these Terms. Upon termination or at your request, Envoy will delete or return Customer Data as described in the Data protection & security section, subject to legal retention obligations.

Envoy aims to provide continuous availability of the Services but does not guarantee uninterrupted or error-free access or performance. We may perform scheduled or emergency maintenance, and may modify, suspend, or limit the Services or agent actions where reasonably necessary to protect the security, integrity, or lawful operation of the Services.

Any service-level commitments and support terms that apply to you are those set out in your Order Form or an applicable service-level agreement; in the absence of such terms, the Services and support are provided on a commercially reasonable, best-efforts basis. Except as expressly stated in an Order Form or service-level agreement, we will not be liable for any interruption or performance issue that may occur.

Either party may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets; otherwise, assignment requires consent not to be unreasonably withheld. The Agreement binds permitted successors and assigns.

We may terminate or suspend your account immediately for any reason, including violation of the Terms. If you wish to terminate your account, you may stop using the Service. All provisions of the Terms that should survive termination will continue in effect.

These Terms and any non‑contractual obligations arising out of or in connection with them are governed by the laws of Belgium, without regard to conflict‑of‑law rules. The parties submit to the exclusive jurisdiction of the courts of Antwerp. If you are a consumer and mandatory law provides otherwise, such mandatory protections are not excluded. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect. These Terms constitute the entire agreement between us regarding our Service.

We reserve the right to withdraw or amend our Service without notice. We will not be liable if the Service is unavailable at any time. From time to time, we may restrict access to some parts of the Service to users, including registered users.

We may amend these Terms by posting the updated terms on this site. Your continued use of the Service after any changes indicates acceptance of the new terms.

You should review these Terms periodically.

No waiver by Envoy of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

By using the Service, you acknowledge that you have read and agree to be bound by these Terms of Service.

Each party warrants it has authority to enter into the Agreement and will comply with applicable laws.

Except as expressly stated in these Terms, the Services are provided "as is" and "as available," without any warranties of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by law, Envoy expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

Envoy does not warrant that the Services will be uninterrupted, error-free, secure, or free from harmful components, or that any results or output will be accurate, complete, or reliable.

Customer acknowledges that use of AI-based or automated features is at Customer's sole risk.

Envoy IP indemnity.Envoy will defend you against any third-party claim alleging that the Services, as provided by Envoy and used in accordance with these Terms, infringe that third party's intellectual-property rights, and will indemnify you for amounts finally awarded against you (or agreed by Envoy in settlement) on such a claim. This obligation does not apply to claims arising from Customer Content, Connected Systems, your Mandate or configuration, use of the Services in violation of these Terms or applicable law, or any combination of the Services with items not provided by Envoy. If the Services become, or in Envoy's opinion are likely to become, subject to such a claim, Envoy may at its option procure the right for you to continue using the Services, modify or replace the affected part, or terminate the affected Services and refund any prepaid, unused fees. This paragraph states Envoy's entire liability, and your exclusive remedy, for intellectual-property infringement.

Customer indemnity. You will defend, indemnify, and hold harmless Envoy and its affiliates, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
(a) Customer Content or data;
(b) Customer's or its users' use of the Services in violation of these Terms, the Acceptable Use Policy, or applicable law;
(c) any sourcing, negotiation, supplier interaction, or purchase arranged or managed by Customer; or
(d) any alleged or actual violation of a third party's rights resulting from Customer's use of the Services.

Except for the Envoy IP indemnity above, Envoy shall have no indemnification obligations except as required by mandatory law.

To the maximum extent permitted by law:

1. Exclusion of Certain Damages

Envoy shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, goodwill, reputation, or data, or for business interruption, even if advised of the possibility of such damages.

2. Aggregate Cap

Envoy's total aggregate liability for all claims under or in connection with these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall "not exceed the lesser of (i) the total fees actually paid by Customer to Envoy for the Services during the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) EUR 10,000."

3. Exclusions From Cap

The foregoing limitation applies to all claims "including data-protection claims", and "shall not be increased for multiple claims or occurrences." Nothing in this clause limits liability that cannot lawfully be limited under applicable law.

4. Essential Purpose

The limitations and exclusions herein apply even if any remedy fails of its essential purpose.

The parties agree that these limitations represent a fair allocation of risk and form an essential basis of the bargain between them.

Envoy shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from any event or circumstance beyond its reasonable control (each a "Force Majeure Event").

Force Majeure Events include, without limitation:

• acts of God, natural disasters, earthquakes, floods, fires, explosions, storms, or extreme weather conditions;
• epidemics, pandemics, public-health emergencies, or outbreaks of communicable disease (including COVID-19 and any variants), and any related government restrictions or quarantines;
• acts of war (declared or undeclared), hostilities, terrorism, sabotage, civil unrest, riots, insurrection, embargoes, or blockades;
• strikes, lockouts, labour disputes, slowdowns, industrial disturbances, or shortages of labour or materials;
• failures, delays, or interruptions of power, Internet, telecommunications, or hosting services;
• acts or omissions of government or public authorities, including changes in laws or regulations, sanctions, export restrictions, court orders, or administrative actions;
• failures of suppliers, subcontractors, or third-party service providers on which Envoy reasonably relies;
• and any other event that is beyond Envoy's reasonable control and that prevents or materially hinders performance.

Upon the occurrence of a Force Majeure Event, Envoy's obligations affected by the event shall be suspended for the duration of the event and for a reasonable period thereafter while Envoy resumes performance. Envoy will use commercially reasonable efforts to mitigate the effects and notify Customer of the Force Majeure Event within a reasonable time.

Envoy shall not be required to source substitute services, equipment, or personnel or incur additional costs beyond its reasonable control to overcome a Force Majeure Event.

You represent you and your users are not on any restricted lists and will not use the Services in violation of EU/US/UK export or sanctions laws. Each party will comply with applicable anti‑corruption laws (e.g., UK Bribery Act, FCPA).

Unless you opt out by notifying Envoy, Envoy may use your name and logo to identify you as a customer on websites and marketing materials, consistent with your brand guidelines.

Mutual confidentiality on non‑public information disclosed under the Agreement, with standard carve‑outs (public domain, independently developed, received from third party without breach, legally compelled disclosure with notice). Each party agrees to protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

For feedback, comments, or technical support:

By email: info@envoyhq.com