TERMS & CONDITIONS

1. Definitions

   In these Terms and Conditions, except where the context otherwise requires or otherwise in an Order, the following definitions apply:

   “Affiliate” means in respect of any person, (i) one of its subsidiaries or group companies and/or if that person is a legal person (ii) any person of whom that person is a subsidiary or group company, whereby in this definition subsidiary or group company has the meaning as ascribed thereto in articles 2:24a and 2:24b of the Dutch Civil Code and the term group company includes all group companies of the person(s) referred to under (ii).

   “Client’s Data” means any information, (meta) data, text, audio, video, images, content, software or other materials that is stored or hosted on, processed by or with, or generated through use of the Services or otherwise provided to Provider in connection with Client’s use of the Services under this Agreement.

   “Confidential Information” means all information in any form which relates to a Party and which is disclosed or made accessible to the other Party as part of the Agreement or in relation thereto and which is identified or is clearly by its nature or meant to be confidential, information shall in any event be regarded as confidential if it is designated as such by one of the Parties.

   “Effective Date” means the date on which this Agreement comes into effect by confirmation of the Order, unless otherwise specified in the Order, and/or the Agreement or by Client using any of the Services of Provider.

   “End Users” means any person who ultimately uses or is intended to ultimately use the Services.

   “Force Majeure” means any circumstance or cause which is not reasonably within the control of the Party claiming force majeure and which affect the performance by it under this Agreement and shall include, without limitation, (i) a situation of force majeure encountered by the Provider's suppliers and/or (sub)contractors, (ii) failure by secondary suppliers and/or contractors engaged by the Provider whether or not on the Client’s specific instructions, (iii) the defectiveness of items, hardware, software or materials provided by the Client or third parties of the Provider, (iv) governmental measures, (v) electricity failure, (vi) faults, crimes, viruses affecting the internet, computer network or telecommunication facilities (vii) war, fire, storms, floods, explosions, (viii) workload, (ix) strikes (including industrial and/or (collective) labour disputes), blockades, failures, denial of services actions, (x) general transport problems and (xi) the unavailability of one or more members of staff of Provider (xi) and/or any other act of God as, and/or, defined by any applicable law.

   “Intellectual Property” means any and all intellectual property rights including but not limited to: registered and or unregistered trademarks, trade names, designs or design rights, copyrights, domain names, patents and all other industrial and intellectual property rights under any jurisdiction and know how, including but not limited to all processes, project reports, instruction and training manuals, market forecasts, marketing concepts, lists and particulars of suppliers and customers, data, software and technical, commercial and other know how or trade secrets.

   “Order”. means a further agreement forming part of the Agreement identifying (i) a set of Services to be provided by Provider to Client, (ii) prices for such Services to be provided by Provider to Client and (iii) the Services Descriptions for such Services to be provided by Provider to Client.

   “Service” shall have the meaning as specified in Clause 3.1 of these Terms and Conditions.

   “Service Description” means Provider’s documentation in any form identifying attributes, characteristics, features, instructions, scope, restrictions and any other aspect of or for a particular Service and forms part of the Agreement.

   “Tax” means a sales tax, value added tax, goods and services tax, taxes charged in relation to telecommunications services, consumption tax or withholding tax, customs duty, import or export duty, universal service fund obligations, regulatory service charges, or other tax, duty, charge or similar sum in the nature of tax levied on, collectible in relation to, or applicable to, a supply of goods, services, rights, benefits or other things in any territory (including any fine or penalty imposed in connection therewith except where such fine is solely incurred as a result of the other Party’s failure to take reasonable steps to comply with applicable laws) excluding income taxes payable on the other Party’s net income or capital gains tax payable by that other Party.

2. Interpretations

   1. References

      Any reference in the Agreement (except explicitly indicated otherwise) to:
      1. a “person” includes inter alia any (private) person, firm, company, corporation, government, state or agency of a state or any association, foundation, trust or partnership (whether or not having separate legal personality) or any other private or public entity or undertaking under applicable jurisdiction);
      2. a “third party” is a reference to any person other than the Parties;
      3. a Clause, Addendum or Schedule is a reference to a clause, addendum or schedule of this Agreement; and
      4. a time of day is a reference to Dutch time.

   2. Documents

      An Order including any recitals, schedules and annexes to it form part of and are governed by these Terms and Conditions. Headings and subheadings are for ease of reference only. In the Agreement, words and expressions importing the singular shall, where the context permits or requires, include the plural and vice versa.

   3. Parties

      Reference to any of the Parties shall also include a reference to their successors by universal title (algemene titel) or by specific title (bijzondere titel). No provision of this Agreement shall be interpreted to the detriment of a Party for the sole reason that that Party (or its advisor) was responsible for drafting that provision.

   4. Language

      Only the English language version of this Agreement will be binding. In the event of any dispute, any version in any language other than English will be disregarded. However, in case of conflict between a Dutch legal concept mentioned between brackets and the English translation thereof as used in the Agreement, the Dutch legal concept shall prevail.

   5. Third party stipulations

      Unless explicitly stipulated otherwise in the Agreement, the Agreement does not contain or intend to provide any third party stipulations in the meaning of article 6:253 of the Dutch Civil Code (Burgerlijk Wetboek).

3. The Services

   1. Provisioning of Services

      Provider shall make available to Client the Services as specified in the Order (the “Service”), which may include information; computer programs or applications (including those accessed remotely), documentation and media, subject to this Agreement. The Provider shall make every effort to ensure that the Services are provided with due care and in accordance with the arrangements and procedures agreed in writing with the Client where applicable or in the Agreement. The Provider shall provide all Services on the basis of a best efforts obligation, unless and in so far as the Provider has explicitly undertaken in the Agreement to achieve a specific result and such result is specifically determined.

   2. Orders

      The Services to be provided to Client by Provider shall be subject to this Agreement and are identified in the Order or Orders which form an integral part of this Agreement. The Services consist of the Services to be provided as of the Effective Date of this Agreement to Client and specified in the Order(s). The relevant Order can be subject to specific terms and conditions. All accepted Services, included in the Orders to this Agreement, are subject to this Agreement. Unless otherwise specified in the Order, in the event of a conflict between this Agreement and the Order, the terms of this Agreement shall prevail. No obligation to furnish or to pay for a particular Service arises under this Agreement until Provider accepts a Service placed by Client in writing through an Order.

   3. Changes to Services

      The Provider reserves the right to amend, change or remove functionality or interfaces of any or all of the Services provided to Client from time to time. Any material changes to the Services shall be communicated to Client as soon as reasonably possible, and Provider shall attempt to allow Client reasonable time to adjust to Service changes.

   4. Maintenance

      The Provider may temporarily suspend the Services, from time to time, in full or in part for the purpose of carrying out preventive, corrective or adaptive maintenance. Provider shall not suspend the Services for longer than necessary and shall arrange for this to take place outside of office hours where possible and, according to the circumstances, shall notify the Client in advance.

   5. Provisioning of Beta Services

      Provider may, from time to time, at its sole discretion and at no extra charges offer Services or functionality as a beta, pilot, limited release, developer preview, evaluation, try-out or by a similar description (“Beta Services”). These are provided for evaluation purposes and are not intended or suitable for production use. Beta Services will not be supported in any way nor considered Services in the context of this Agreement. However, all limitations, restrictions, disclaimers and Client’s responsibilities regarding Services do apply to Client’s use of Beta Services, and additional terms may apply.

4. License and restrictions

   1. License

      Provider grants to Client a non-exclusive, non-transferable and/or non-sublicensable license ("License") to use and display the Services as specified in the applicable Order to this Agreement, subject to the limitations contained in this Agreement and such Order. Provider retains all ownership rights (including the Intellectual Property rights) in the Services.

   2. Restrictions on use by Client

      Client shall not to use any of the Services and/or the Agreement to engage in any unfair or deceptive practices and will use the Services only in compliance with applicable laws or regulations and any and all applicable export restrictions. Furthermore, Client will not attempt to (i) modify, distribute, alter, tamper with, repair, gain unauthorized access to or create derivative works of any Service or any part, feature, function, user interface, related system or network thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the Services and their underlying software and technologies, except to the extent directly applicable law prohibits enforcement of the foregoing; (iii) use the Services to store or transmit malicious code, infringing, libelous or otherwise unlawful material, or to store or transmit material in violation of third party privacy rights; (iv) in a way intended to avoid incurring fees, exceed quotas or circumvent usage limits.

5. Clients responsibilities

   1. Use of Services

      Client is responsible for:
      1. the data processed by Client using the Services. Client shall be responsible and guarantees that it shall comply with its obligations under the applicable data protection laws and regulations. The Client shall guarantee the Provider that the content, the use and/or the processing of the data is not unlawful and does not infringe the rights of third parties;
      2. any and all development, operations, maintenance and usage of and related to Client’s Data, including but not limited to, software development and administration, content generation, functionally configuring and using the Services and all measures to secure, encrypt, protect, backup and archive Client’s Data. Provider is not be liable for any loss, corruption, or damage to Client’s data;
      3. ensuring that all usage of and activities undertaken or authorized by Client, Client’s End Users, contractors, agents, Affiliates or third party vendors comply with all applicable (data protection) laws and regulations as well as the terms of and Client’s obligations under this Agreement, applicable Services Descriptions and Orders;
      4. taking immediate remedial action and informing Provider upon becoming aware of any violation of Client’s obligations or unauthorized access to the Services. Client is responsible for all Service consumption by and activities occurring under Client’s (End User’s) account(s) regardless of the identity, authorization or permissions of the person or system controlling or using that account. Provider is not responsible for unauthorized access to Client’s accounts;
      5. keeping, at all times, the utilization of the Services within the limits and instructions set by Provider;
      6. indemnifying the Provider against any claims by individuals whose personal data is recorded or processed as part of Client’s Data or for which the Client is responsible pursuant to this Agreement, any applicable law, regulation or otherwise.

   2. Information and access

      To the extent necessary for Provider to provide the Services, Client will:
      1. provide Provider with all information Provider requires to properly provision and operate the Services;
      2. network connectivity between the facilities that Provider provides the Services from and the facilities and premises of Client and its End Users that the Services are provided for at all times;
      3. notify the Provider at its first request in writing with regard to the manner in which the Client executes its obligations pursuant to legislation and indemnification of Provider thereof in respect of the protection of personal data;
      4. provide Provider with access to the equipment, networks and connectivity necessary for the Services, to the extent usage of Client’s (third party) premises and/or equipment is agreed upon;
      5. ensure remote access to the Services is available for Provider’s staff, to the extent usage of Client’s (third party) premises and/or equipment is agreed upon;
      6. provide Provider with access to facility staff for the execution of operational tasks related to equipment under Provider’s guidance, at no additional cost to Provider, to the extent usage of Client’s (third party) premises and/or equipment is agreed upon;
      7. ensure the facilities and equipment used meet reasonable market standards, requirements and measures to function, including but not limited to, durability, performance, power supply, cooling and physical access control, to the extent usage of Client’s (third party) premises and/or equipment is agreed upon.

6. Data processing and protection

   1. Data processing

      Parties acknowledge that this Agreement is subject to EU 2016/679 General Data Protection Regulation (Algemene Verordening Gegevensbescherming), in which context Client is and shall be the “data controller” and Provider is the “data processor” with regard to personal data that is part of Client’s Data. Client agrees to the processing of personal data contained within Client’s Data by Provider to the extent necessary to provide Services to Client, as specified in the Data Processing Addendum to this Agreement.

   2. Security

      Provider will treat Client’s Data as Confidential Information. In accordance with Clause 7, Provider will restrict its access to, use of and sharing of Client’s Data to the extent necessary to provide its Services, comply with legally binding governmental orders or prevent or resolve technical or Service issues. Provider will also use reasonable endeavors to protect the security and confidentiality of Client’s Data. Provider will maintain appropriate technical and organizational measures to protect Client’s Data in its possession or under its control against accidental, unauthorized or unlawful access, disclosure, loss or destruction. Provider shall not guarantee that the information security will be effective under all circumstances. The security measures shall be of such a level that, having regard to the state of the art, the sensitivity of the data and the costs associated with the implementation of the security measures are not unreasonable.

7. Confidentiality and publicity

   1. Use of Confidential Information

      Parties will ensure that all Confidential Information is kept secret and shall be maintained in strict confidence and take all reasonable measures to avoid disclosure or unauthorized use thereof. The Confidential Information shall only be used for the purpose for which it has been provided.

   2. Non-disclosure and notice

      Parties will not disclose Confidential Information to third parties, with the exception of Affiliates and sub-contractors and their respective employees who need to have access to such Confidential Information for the purposes of executing responsibilities under this Agreement and on the condition that their compliance with this Agreement is procured and the Confidential Information is used for the purpose for which it has been provided. Each Party shall give the other written notice immediately upon becoming aware of any disclosure of any Confidential Information.

   3. Applicability of confidentiality

      The obligations of with respect to the Confidential Information does not apply:
      1. if Parties prior to any disclosure and in writing agree otherwise;
      2. was previously or becomes known to the receiving Party, free from any obligation to keep the same confidential, provided that Confidential Information disclosed in contemplation of the provision of the Services shall still remain subject to such obligations;
      3. is or becomes generally available to the public, other than as a direct or indirect result of unauthorized disclosure by the receiving Party, its Affiliates or a person engaged by the receiving Party or its Affiliates contrary to their respective obligations of confidentiality;
      4. is required to be disclosed by law or by regulation or by the order of any governmental authority or court provided that, to the extent permitted by law, prior to any disclosure, the receiving Party notifies the disclosing Party of the information to be disclosed and the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made, if possible.

   4. Upon and after termination

      Each Party shall, to the extent permitted by law, destroy all Confidential Information together with all copies in any format, upon termination of this Agreement. The obligations of each of the Parties with respect to the Confidential Information shall continue until the date falling three years after the date of termination of this Agreement.

   5. Publicity

      Client will not issue any public communication with respect to this Agreement or Client’s use of the Services without Provider’s prior consent. Notwithstanding this Clause 7, Provider and its Affiliates may make reasonable and appropriate references to a Client as a Client of Provider and/or the Services in Provider’s advertising and/or promotional literature, announcements, presentations, publications and other materials.

8. Intellectual Property

   1. Ownership of Intellectual Property rights

      Provider holds and retains all Intellectual Property rights and derived rights arising from the Services or anything created or provided under the Agreement, in the broadest sense. Client hereby explicitly waives all its rights in respect of the Intellectual Property rights and any of such rights referred to in this Clause 8 of this Agreement. The Client shall not, during the term of this Agreement or after termination of this Agreement, register, attempt to register, use or adopt any Intellectual Property right similar to those of Provider.

   2. Transfer of rights

      If for any reason or by operation of law, with or without the consent of Provider, the Client nevertheless obtains any Intellectual Property rights, the Client shall immediately inform Provider and shall transfer any of such Intellectual Property rights free of charge to the Provider at its first request. Such request can be made during the term of this Agreement or at any time after termination.

   3. Commercial use

      Version 2.0 March 2018 The Client shall not, without the Provider's prior written consent, use the Intellectual Property rights as part of the Client’s corporate, business, marketing or trade name.

9. Fees and payment

   1. Service fees, invoicing and payment

      Provider calculates and invoices fees and charges as specified in Services Descriptions and Orders on a monthly basis, unless otherwise stated. Invoices are due within 30 days of the invoice date, unless otherwise stated. Client is responsible for providing complete and accurate billing and contact information, and promptly notifying Provider of any changes thereof. Payment obligations are noncancelable and quantities purchased for Services containing subscription fees cannot be decreased during the relevant subscription term. Provider may add, change or remove fees and charges for any existing Service by giving Client at least 30 days’ prior notice.

   2. No withholdings

      Client will make all payments under this Agreement without set-off, counterclaim, deduction or withholding. In the event that any such deduction or withholding is required by applicable law in effect at the time of payment, Client will pay any additional amounts necessary to ensure that the payment Provider receives is equal to the amount payable without any such deduction or withholding.

   3. Travel expenses

      Travel expenses, including transport, lodging and living costs, incurred by Provider in relation to the provisioning and delivery of Services will be charged to Client at a fixed fee or at actual costs only if agreed upon in an Order. Client is also responsible for reimbursing Provider for any additional, increased or non-recoverable travel expenses incurred by Provider if Client requests a change in already agreed upon Services.

   4. Late payments

      Provider may elect to charge Client interest on any payment under this Agreement at a rate equal to the rate of the statutory interest applicable to business transactions pursuant to article 6:119a of the Dutch Civil Code. Interest shall be (cumulatively) chargeable on any amounts due by Client to Provider, as of the date such payment was due and payable until Provider receives payment of the full amount whether before or after judgment and without prejudice to any other right or remedy of Provider. Provider shall be entitled to reimbursement of all costs arising in connection with late payments, including but not limited to judicial, extrajudicial and collection costs. Any limitation thereto by nonmandatory law or otherwise under which the Dutch Act on Collection Costs (Wet Incasso Kosten) or otherwise is hereby explicitly excluded and waived by Client.

   5. Partial payments

      Irrespective of the rights of Provider under this Agreement, any partial payment of Client shall be applied to the outstanding amount of any invoice in the following order, irrespective of any specification to the contrary by the Client: first, the costs and expenses (and fees in connection thereto) due under or in connection with this Agreement; second, interest and accrued interest; and third, the amount of the outstanding payment under this Agreement.

   6. Taxes

      All fees and charges referred to in this Agreement are stated exclusive of Tax and duties payable. Client will pay, in addition to the fees and charges, all applicable Taxes at the rate prevailing on the date of invoicing that Provider is required to collect from Client. Client shall pay all taxes, governmental fees and charges and all related penalties, interests and additions thereto applicable to or imposed on Client with respect to this Agreement. In addition, each Party will identify and pay all other Taxes, governmental fees and charges and all related penalties, interests and additions thereto applicable to or imposed on that Party with respect to this Agreement. Client shall be responsible for the collection, remittance and payment of any or all Tax imposed by governmental or other authorities in respect of the purchase, import, export, sale, lease or other distribution of the Services to Client’s End Users.

10. Term and termination

    1. Term

       The Agreement shall commence on the Effective Date and shall continue in full force for an indefinite period of time unless Parties have agreed priorly and written otherwise in the Order.

    2. Termination

       A notice period of one calendar month shall apply to each of the Parties if this Agreement has been entered into for an indefinite period of time and unless stated otherwise in an applicable Service Description or the Order. If this Agreement has been entered into for a fixed term, as specified in the Order, it shall terminate by operation of law at the end of the agreed term. The Provider shall under no circumstances be obliged to pay any compensation as a result of termination of this Agreement.

    3. Termination in case of Force Majeure

       If a situation of Force Majeure lasts for longer than ninety days, either of the Parties shall be entitled to terminate this Agreement immediately by giving written notice to the other Party. The Services already performed on the basis of this Agreement shall in this case be settled on a pro rata basis.

    4. Termination for cause

       Either Party may terminate this Agreement immediately by giving written notice to the other Party upon the occurrence at any time without incurring any liability of payment of damages and/or losses after the occurrence of any of the following events (without prejudice to its other rights and remedies) if the other Party:
       1. commits a material breach of any of its obligations under this Agreement and, only if the breach is capable of remedy, fails to remedy it within 30 days of receiving notice of such breach from the other Party;
       2. engages or is in any way involved in or is suspected and/or convicted of any fraudulent conduct or other criminal conduct;
       3. becomes the subject of any petition, proceeding or arrangement relating to insolvency, bankruptcy, liquidation, receivership, assignment for the benefit of creditors;
       4. as required by any law enforcement or other government or regulatory organization or authority or by the courts.

    5. Effect of termination

       Termination of this Agreement or any Order:
       1. does not constitute termination of Clauses of this Agreement which are meant to survive and these shall not be rendered ineffective by the termination or expiry of this Agreement for any reason whatsoever. The following Clauses, without limitation, shall remain in full force and effect Clause 7 (Confidentiality and publicity), Clause 8 (Intellectual Property), Clause 11 (Mutual indemnification), Clause 12 (Liability) and Clause 14 (Governing law and jurisdiction);
       2. Any fees and charges that would otherwise have been payable with respect to the remaining Agreement term and any fees and charges incurred upon or after termination as agreed upon in any Order shall become immediately due and payable upon the date of termination;
       3. Any termination not in accordance with this Agreement will be considered as an irregular termination and such terminating Party shall be liable for the damages of such termination.
       4. Client shall cease to use any of the Intellectual Property rights of Provider or which Provider is entitled to and any and all licenses shall terminate immediately.
       5. Each Party shall, to the extent permitted by law, destroy all Confidential Information, together with all copies in any format;

11. Mutual indemnification

    1. Mutual indemnity

       Each Party (the “Indemnifying Party”) shall indemnify, defend and hold the other Party, their Affiliates and their respective employees, professional advisers, subcontractors, successors and assignees harmless from and against any losses arising from or in connection with a claim by a third party with respect to the following (a “Third Party Claim”):
       1. any claim, demand, proceeding or other action by a third party (including, for the avoidance of doubts, fines any imposed by a competent authority) with respect to a breach of Intellectual Property rights, if the claim is based on or attributable to, any contraventions of laws or regulations or any unlawful act by the Indemnifying Party; and
       2. any claim by a third party, if the claim is based on or attributable to any breach by the Indemnifying Party of any of its obligations under this Agreement.
       The indemnification by Provider shall not apply if :
       1. the Third Party Claim is not a result of any breach by Provider under this Agreement, the Services and the use, or part thereof or combination of Intellectual Property not provided by Provider;
       2. Client breaches or does not perform its obligations or any provisions of this Agreement and/or any negligence of Client, its Affiliates, its respective employees, professional advisers, subcontractors, successors and assignees or Client’s End Users or their respective officers, employees or agents have contributed to the loss, demand, claim, damage, cost, expense or liability with respect to the Third Party Claim.

    2. Exercise of rights of indemnification

       Each of the Parties shall:
       1. promptly notify the other Party of a Third Party Claim and provide full details immediately;
       2. not, without the other Party’s prior written consent, make agree or settle and/or pay any Third Party Claim;
       3. notify and allow the Indemnifying Party to use its chosen advisers and to have the exclusive conduct of all negotiations and proceedings of any Third Party Claim;
       4. promptly take any action and give any assistance and access to all relevant premises, personnel, assets, accounts, documents, records and other information that it possesses or controls to investigate, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter.
       Provider may, in case of a Third Party Claim, at Provider’s sole discretion and cost (I) license to Client alternative Intellectual Property, (ii) modify the Services, or (iii) discontinue Services to Client immediately.

12. Liability

    The total liability of Provider under or arising out of this Agreement (including any obligation of Provider to indemnify under this Agreement), whether contractual or non-contractual or due to any other reason, shall be limited to compensation of the direct damage not exceeding the sum and/or fees paid under the Agreement (excluding Taxes) in the last twelve months, except in respect of liability claims in connection with a specific Order, for which the maximum aggregate liability shall instead be equal to the sum and/or fees stipulated or paid in the last twelve months under such Order. Provider is not liable for any immaterial, consequential or indirect damages or losses under any circumstance.

13. Miscellaneous

    1. Entire Agreement

       This Agreement and any Orders, Addenda, Schedules and attachments hereto constitute the entire Agreement between Parties and supersede any and all communications, representations and arrangements concerning the subject matter hereof. The applicability of the Convention on Contracts for the International Sale of Goods 1980 is excluded in any case.

    2. Invalidity

       Should any part, term or provision of this Agreement be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. The Parties will substitute the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as near as possible the intention of the Parties as referred in the provision to be substituted.

    3. Assignment

       This Agreement shall be binding on the Parties and their respective successors and assignees. Neither Party may assign, or cause to assign in any way, this Agreement (or any of the rights, claims, benefits or obligations arising or connected to this Agreement) under universal title (algemene titel) or specific title (bijzondere titel) without the prior written consent of the other. However, each Party may assign its duties hereunder to one or more Affiliates with prior written consent of the other Party, which shall not be withheld unreasonably, provided that the assigning Party continues to be fully liable for the performance of its obligations hereunder and provided that the Party to whom rights or duties are assigned or delegated as aforesaid undertakes in writing for the benefit of the Parties hereto to be bound hereby.

    4. Trade regulation compliance

       Parties acknowledge that the Services and materials and Client’s access to and use of those Services and materials under this Agreement as well as all related financial transactions and the financial institutions involved may be subject to import or export control, sanction, anti-boycott or compliance laws and regulation of The Netherlands, the European Union, the United States of America and other applicable countries or government authorities. Parties agree to comply strictly with all such laws and regulation.

    5. Relationship between Parties

       The relationship between the Provider and the Client is and shall remain that of independent contractors. The Client is not, nor shall represent itself to be, the legal representative, agent, employee, partner of the Provider or any of its Affiliates, for any purpose whatsoever and shall have no right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of and/or on behalf of the Provider or any of its Affiliates.

    6. No waivers

       Each of the Parties hereby waives (and accepts this waiver given by the other Party) the right to amend (wijzigen), dissolve (ontbinden), annul (vernietigen) and/or rescind (beëindigen) this Agreement or any part thereof, to the extent allowed under applicable law. No waiver of any breach or default under this Agreement (or part thereof or any Order) or any of the terms hereof shall be effective unless such waiver is in writing and has been signed by the Party against which it is asserted. No waiver of any such breach or default shall constitute a waiver of any other or subsequent breach or default.

    7. Non-solicitation

       During the term of this Agreement and a period of one (2) years thereafter, Client, directly or indirectly, individually or on behalf of any person shall not aid, induce or endeavor or solicit, any of the Provider’s employees, contractors or any individuals related to Provider or its Affiliates to terminate or breach an employment, contractual or other relationship with Provider or its Affiliates, nor any individual who was an employee, contractor or individual related to Provider or its Affiliates.

    8. Notice

       Any notice required or authorized to be given hereunder and any process to be served in relation to or arising out of this Agreement shall be in writing and in the appropriate language and shall only be deemed given if:
       1. delivered by any Party by personal delivery, registered post or overnight courier to the recipient at the address listed in this Agreement or, if no address is listed, to the recipient's registered office address; or
       2. transmitted by Provider by e-mail to the address listed in this Agreement or posted by Provider on its website.
       Any notice served personally shall be deemed to have been given upon such service, any notice sent by e-mail or posted on Provider’s website shall be deemed to have been given when sent or posted by Provider, and any notice delivered by post or overnight courier shall be deemed to have been given when delivered. Each Party is responsible for keeping it’s address information for notices current. An official notice is required in compliance with this Clause 13.8 for a Party to update any of such addresses.

14. Governing law and jurisdiction

    This Agreement and the transactions contemplated hereby and all matters arising out of or relating thereto, including any non-contractual obligations and/or claims shall be governed by and interpreted in accordance with the laws of The Netherlands. Any non-contractual disputes shall also be governed by and interpreted in accordance with the laws of The Netherlands. Exclusive jurisdiction of the courts of The Hague The Netherlands shall apply.

Last updated: 31-03-2018