Terms and Conditions

1. Definitions

Additional Service: any additional (consultancy) services purchased by the Customer in connection to the Platform and/or the Service, through a Proposal. Such Additional Service is subject to the conditions of The Terms and Conditions and any further conditions, to be agreed in writing.
AI Application: any (additional) functionality included in the Service (whether or not in a specific module of the Platform) based on (generative) artificial intelligence offered by Supplier to the Customer in the context of the Proposal, with or without the assistance of third parties.
API: the Supplier application programming interface, which Customer may use to interconnect the Platform with the Customer System.
Customer: the entity or person to which an Proposal is addressed.
Customer System : the (own or third-party) system used by Customer, which will be connected to the Platform through the API.
Data any and all information and data - including but not limited to first and last name, gender, e-mail address, location data, data about the Customer’s activities on the Platform, financial data and business- and market information. To the extent the data being processed by Supplier qualifies as Personal Data, the Data Processing Agreement applies.
Documentation the configuration manuals and the online manuals for the use of the Platform (including, where applicable, AI Application and API), which documentation may be amended by Supplier from time to time.
Effective Date the date of execution or acceptance of the Proposal, or the date on which the Platform is accessed or used for the first time, whatever is earlier.
Error a substantial, demonstrable and reproducible failure of the Platform to perform in accordance with the Documentation.
GDPR European Union General Data Protection Regulation (Regulation (EU) 2016/679).
IP-Rights any industrial and/or intellectual property right, including but not limited to patent right, copyright, design right, trade mark right, sui generis rights in databases, whether registered or not, as well as any application to register any of the aforementioned rights, and (rights in) trade secrets, or know-how and any other ownership right of whatever nature in any part of the world.
Parties the Customer and Supplier jointly, entering into or having entered into a Proposal with regard to the Service.
Personal Data any information that is subject to and governed by applicable privacy laws or data protection laws, including the GDPR.
Platform the Software as a Service (SaaS) platform including underlying technology and software, which provides Customer with market intelligence enabling Customer to monitor its performance and gain insight, as further outlined and specified in the Proposal and/or Documentation; for the purpose of this definition, the AI Application as well as API fall under the scope hereof, but the definition of Customer System does not.
Proposal the document by which the Customer is offered, and in which Customer indicates its wish to purchase the Service, Support and, to the extent applicable, Additional Services.
Results the outcomes and findings derived from analyzing Data as part of using the Service, presented through graphs, metrics, visualizations or other methods, enabling further actions based on the insights gained. The Results may contain output generated by the AI Application.
Schedule exhibit to the Terms and Conditions and/or Proposal.
Service means the distant access and use of the Platform by the Customer, as further specified in the Proposal, including use by means of the API whereby Users use the Platform in combination with the Customer System.
Service Fee the fee to be paid by the Customer to Supplier for the Service (and, to the extent applicable, the Additional Service and/or Support).
Support means maintenance and support with respect to the Platform, as specified in these Terms and Conditions and Schedule 1.
User a person authorized by Customer to access and use the Platform, under responsibility of the Customer.

2. Applicability

2.1. The Terms and Conditions apply to the Service, Additional Services and Support, provided by Supplier.
2.2. The Proposal comes into force from the Effective Date.
2.3. The Customer shall establish that all Users shall comply with The Terms and Conditions and the Customer shall be responsible for the acts and omissions of any User.
2.4. The Customer’s Terms and Conditions are explicitly rejected by the Supplier; these neither apply to
The Proposal, these Terms and Conditions nor to the use of the Service, Support and/or Additional Service.
2.5. In case of an irreconcilable conflict among the provisions of the Proposal, The Terms and Conditions and other documents relating to the Service, the Support or the Additional Service, the following order of precedence applies:
- The Proposal; then
- the Data Processing Agreement in Schedule 2 (“DPA”), then
- Support Schedule, then
- The Terms and Conditions.

3a. SaaS Service

3a.1. The Customer needs to create an account in order to use the Service. Any registration information that Customer provides must be accurate, current and complete. Customer must keep its credentials secret and up-to-date to receive notices, statements and other information from Supplier by email or through the account. Customer is at all times responsible for all actions taken through its account, whether by Users or by others.
3a.2. Customer will determine who will have access to the Service. The use of the Service by the Customers’ Users is personal. Therefore, the Users may not give any other person remote or other access to Platform. The login and password made available to the User are also personal. The User must keep these codes strictly confidential and/or use these codes with due care. The use of said codes shall be solely the responsibility of and the risk the Customer. The Customer shall indemnify, defend, and hold harmless Supplier from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of User’s login code and/or password relating to the Service.
3a.3. The Supplier shall make reasonable efforts to resolve Errors within a reasonable term, insofar as the relevant Errors have been reported to Supplier by the Customer in detail and in writing.
3a.4. Supplier shall adhere to the Terms and Conditions and provide the Service, Additional Service and the Support in accordance with the demands of good workmanship under Dutch law, with observance of reasonable commercial standards of fair dealing. Any Service, Additional Service and Support therefore lead to a reasonable efforts obligation (“inspanningsverplichting”) and not to an obligation of result (“resultaatsverplichting”).
3a.5. Supplier does not make backups of the Data and/or Customer’s content or any other information processed in using the Service, unless it has been explicitly agreed in advance and in writing.
3a.6. Customer acknowledges, accepts and agrees Supplier may from time to time in its sole discretion engage third parties in providing the Service, (each, a “Subcontractor”), including with regard to the AI Application. Customer further acknowledges, accepts and agrees that, in respect of the fulfilling the Proposal, Supplier’s responsibility for such Subcontractor’s performance as well as Supplier’s liability for such Subcontractors is, at all times, limited to the Subcontractor’s then-current terms and conditions applicable to the services of such Subcontractor. To the extent Subcontractors process Personal Data, the relevant provisions in the DPA apply.

3b. Additional Services

3b.1 The terms and conditions of this Article 3b apply to the Additional Services provided for the Customer by the Supplier.
3b.2. At all times during the applicable term for any Additional Service under a Proposal, subject to these Terms and Conditions, Supplier will provide such Additional Service in accordance with terms, conditions, specifications and requirements applicable thereto as set out in the applicable Proposal.
3b.3. The Customer must ensure that all information, data (including Data) and documents, which are required for the correct and timely execution of Additional Services by Supplier (“Information”) are made available to Supplier in a timely and properly manner. If Customer is not compliant with this obligation, Supplier may suspend the provision of the Additional Services.
3b.4. In respect of the Additional Services, each Party must ensure that the other Party is promptly informed of the facts and circumstances that could materially and detrimentally affect the proper performance or receipt of the applicable Additional Services.
3b.5. Unless the applicable Proposal explicitly states otherwise in deviation from this, Supplier is not responsible for the correctness, completeness and reliability of the Information that Customer makes available to Supplier in connection with the Additional Services, including those that originate from or via third parties engaged by Customer, but Supplier shall advise Customer promptly if it becomes aware of any error, incompleteness or unreliability in or of any such Information, as a part of its performance of any applicable Additional Services.
3b.6. All Additional Services performed by Supplier will be carried out to the best of Supplier’s knowledge and ability in accordance with the requirements of good professionalism and consistent with industry best practices. With regard to the Additional Services, there is a reasonable effort obligation on the part of Supplier.
3b.7. Supplier may determine the manner in which the Additional Services are provided, while taking into account the wishes expressed by Customer as much as possible.
3b.8. Supplier has the right, at its own discretion, to replace any consultant deployed to perform the Additional Services after consultation with Customer.
3b.9. For any additional work performed by Supplier outside the scope of any Additional Service as laid down in the Proposal, Supplier may charge Customer for such additional work at the Supplier’s then-current standard rates. In this respect, Customer understands, agrees and accepts that any changes, additions or amendments with respect to the Additional Services as laid down in the Proposal, may impact the agreed scope and timing, and therefore may lead to additional work.
3b.10. If Customer wishes to involve third parties in the execution of any portion of any Additional Service, Customer may only do so after having reached an agreement in writing with Supplier, since the direct or indirect involvement of any such third party in the performance of any Additional Service may have a significant influence on Supplier’s ability to properly perform such Additional Service.
3b.11. Because the duration of the Additional Services may be influenced by all kinds of factors, such as the quality of the Information provided by Customer and the cooperation provided, the terms within which the work must be completed have no fatal character.
3b.12. If the Additional Service is rendered in phases, Supplier will be entitled to postpone the commencement for the purpose of any phase until Customer has approved the results of the preceding phase in writing.
3b.13. Customer will be liable for all damage suffered by an assigned consultant(s) of Supplier in relation to the Additional Services. Customer indemnifies Supplier against all claims by third parties arising or originating from the work performed by the consultant(s) under the terms of the Proposal
3b.14. Customer shall at all times, free of charge, follow-up on Supplier’s reasonable instructions and requests for assistance in as far as necessary in relation to Supplier’s performance of the Additional Services. Customer shall at all times comply with applicable law and regulations, including but not limited to the applicable data protection laws.
3b.15. The IP Rights to all results and/or deliverables as a result of and/or ensuing from the provision of the Additional Services (“Deliverables”), will remain vested in Supplier or its licensors, irrespective of whether Customer makes payments. To the extent applicable, any specific user restrictions and/or license rights with respect to the Deliverables are specified in the Proposal. If no specific arrangements have been made. Article 7 below (IP-Rights) will apply to the Deliverables.
3b.16. Customer is responsible for the use of the Deliverables. Customer will never use the Deliverables in violation with applicable law and/or legislation nor these Terms and Conditions or the Proposal. Supplier does not guarantee the correctness, integrity, reliability or completeness of any Deliverable. Supplier does also not warrant that the Deliverables are fit for the intended purpose nor that such results will function free of errors or without interruptions.

4. Maintenance and Support

4.1. Subject to these terms and conditions, Supplier shall use reasonable efforts (as defined in article 3.4) in maintaining the Platform and Support to the Customer.
4.2. The Customer acknowledges that the Supplier will endeavor to innovate and improve the Platform.Therefore, the Customer agrees to changes within the Platform that are made at the Supplier’s discretion (whether this is for purpose of improving or updating the Service, resolving Errors or otherwise).
4.3. The Supplier reserves the right at any time to perform procedural and technical changes or improvements to the Services.
4.4. Support is provided in accordance with Schedule 1.

5. (Acceptable) Use of the SaaS Service

5.1. The Customer acknowledges and agrees that it must not, and will ensure each User does not - nor
permit any third party to – make use of the Service other than as expressly stipulated in the Proposal and/or the Terms and Conditions and/or as expressly and explicitly allowed by overriding mandatory law, such as the Copyright Act.
5.2. The Customer is responsible for the correct and lawful processing of Data, to the extent it concerns Customer data (which may include Personal Data). Customer shall ensure that processed Data is correct, complete and up-to-date. The Customer agrees and understands that any inadequate, incorrect or incomplete Data will negatively impact the Service. Customer warrants it has sufficient rights and licenses to use such customer data in relation to the Service and, which explicitly also includes the AI Application, and, to the extent required, Customer grants Supplier the right to use such customer data in relation to the AI Application. Customer indemnifies Supplier against any and all damages and/or cost relating to third party claims in this respect.
5.3. The purchase, use and maintenance of electronic communication facilities and the Customers own IT- infrastructure (including software and hardware) in order to be able to use the Service, is for the Customer’s own account and risk. This also includes for instance necessary access of the Platform to third party platforms, software and/or tools which are used by the Customer. Supplier will in no event be liable for any damage, loss or costs, including loss of Data, or any inability to use the Service as a result of a malfunction and/or any other non-availability of the aforesaid electronic communication facilities and/or IT-infrastructure and/or third party platforms, software and/or tools and/or the Customer using inadequate Data.
Supplier is also not responsible for the Customer System, in order for Customer to be able to use the Service. Such use of the Customer Systems is for the Customer’s own account and risk. Supplier will in no event be liable for any damage, loss or costs, including loss of Data, or any inability to use the Service as a result of a malfunction and/or any other non-availability of the Customer System. Supplier is also not responsible if the Service (including any API) do not function adequately (including: not in accordance with the Documentation) or cease to function, due to changes in and/or failures of the Customer System made by Customer, other than as instructed by Supplier. Customer warrants it has sufficient rights and licenses to use the Customer Systems in relation to the Service and indemnifies Supplier against any and all damages and/or cost relating to third party claims in this respect.
5.4. If Customer is allowed to upload any content to the Platform, such functionality may only be used by Customer for uploading of non-copyrighted materials, materials in which the Customer owns the copyright, or materials the Customer is authorized or legally permitted to upload or otherwise process through the Platform.
5.5. The Customer is solely responsible for the management, including but not limited to monitoring the settings of the AI Application, the use of the AI Application, and the way in which the output (including Results, hereinafter jointly “Output”) generated by (the use of) the AI Application are used and/or implemented. The Customer is also solely responsible for instructing and training Users on the (use of the) AI Application(s which includes ensuring an adequate level of AI literacy among Users that use the AI Application. To avoid misunderstanding: Customer understands, accepts, and agrees that the Output may be incorrect, incomplete, and/or inaccurate. The Customer is solely responsible for the use and application of such Output, including evaluating the Output for accuracy, completeness, and suitability, including human intervention. The Customer understands, accepts, and agrees that, due to the nature of the AI Application and artificial intelligence in general, the Output cannot be unique and third parties may obtain similar output.
Customer understands, accepts, and agrees that Supplier may (i) monitor User experience (including User learnings, User questions (prompts) and answers to such questions (prompts), including Output) with respect to the use of the Service (including the AI Application, and (ii) use the output and/or results from such monitoring as well as any (other, explicit and/or implicit) feedback given by Customer and/or Users (all under (ii) jointly: ‘Feedback’), amongst others for (but not limited to) research & development and maintenance & support purposes with respect to the Service (including the AI Application). To the extent necessary and/or required by operation of law, the Customer (also on behalf of its Users) grants Supplier a perpetual (i.e. which will survive the Proposal), royalty-free, unencumbered, worldwide, sub-licensable and non-exclusive license to use the Feedback.
5.6. The Customer must ensure, and guarantees to Supplier, that the Customer and/or Users: a. do not state, suggest, or imply that the Output was generated by humans; b. do not use the AI Application to generate and/or edit Output that is (i) unlawful or harmful, (ii) in violation of any laws and/or regulations, (iii) in violation of the Proposal, and/or (iv) infringes on any rights of any third party; c. are authorized to use Customer’s input (by Users) for the AI Application(s).

6. Pricing (fees & payment, including add-ons)

6.1. A description of the Service, including the allowed number of Users and applicable Service Fee, is stated in the Proposal. Unless expressly stated otherwise, all prices stated are exclusive of VAT. Associated charges for any (financial) transfer are at all times at Customers’ expense.
6.2. Customer will pay the invoices in accordance with the payment terms set forth on the invoice. Unless otherwise agreed, the Customer will make payment within thirty (30) days from the invoice date.
6.3. Additional Services purchased by the Customer are agreed with a separate Proposal.
6.4. Supplier will be entitled to adjust the applicable prices and rates annually in case of circumstances that lead to an increased cost price, such as (but not limited to): i) increase of taxes or other levies and/or government rights, ii) changing exchange rates, iii) increase of wages, transport costs, Subcontractor fees etc., iv) inflation, v) increase of product functionality. Price changes will normally occur annually and will become effective as per January 1st of each year. Supplier will provide written notice of such changes as part of its invoicing process.
6.5. To facilitate continuous improvement of the Platform and (Additional) Service, Supplier applies a standard yearly price increase of 8%, automatically effective as per January of any new renewal date. Supplier shall notify the Customer of any other price increase in writing three months prior to the implementation of such price increase; this price increases shall not apply to periods for which the Customer has already made payments. Any increase of the prices within the initial period of the Proposal shall not be permitted.

7. Supplier's Intellectual Property

7.1. Subject to Customer paying the Service Fees, Supplier hereby grants the Customer a limited, personal, non-transferable, non-exclusive, non-sublicensable right to use the Service (and Additional Services) in accordance with the Terms and Conditions, as of the Effective Date, during the agreed term.
7.2. All IP-rights related to the Platform (including AI Application, API, Data (excluding, however, Customer data as meant in Article 5.2), Results, Output and Deliverables), Service (and Additional Services), Documentation, and Support will vest and will remain vested exclusively in Supplier and/or (insofar applicable) its third party suppliers. The Customer acquires limited rights of use only in as far as explicitly granted under the Terms and Conditions. Furthermore, Supplier exclusively owns and/or may use all rights in any ideas, concepts, know-how and techniques with respect to the Service, Support, the Platform, API and/or the Documentation as well as the technology in connection thereto. Customer is entitled to use, perpetually, irrevocably and anywhere in the world, both the Results and/or Deliverables for any internal; business purpose whatsoever (including the modification, improvement and creation of derivative works thereof) within its own organization as well as externally insofar as appropriate within the purpose of the Proposal (including to its customers, suppliers and other stakeholders).
7.3. It is explicitly acknowledged and agreed that the Customer may not and shall not permit any third party to: (i) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform or any parts thereof (including interfaces, web-sites etc.), (ii) copy, make error corrections or otherwise modify or adapt the Platform or any part thereof or create derivative works based on the Platform, and (iii) sell, (sub-)license, assign, transfer or lease the Service or use the Service for commercial time-sharing, rental, or service bureau use.
7.4. All IP-rights in/relating to Customer data (as meant in clause 5.2) uploaded or otherwise provided by Customer remains vested in Customer, its User(s) and/or its licensors. By submitting Data onto the Platform, the Customer automatically grants (on behalf of its User(s)) to Supplier a royalty free, unencumbered, worldwide, non- exclusive license to use, multiply and otherwise use the Data insofar as necessary in order to perform its obligations services pursuant to the Proposal and/or Terms and Conditions. This license will lapse after i) such data is removed or ii) the Proposal is terminated or expired.

8. Third Party Rights

8.1. In using the Service, the Customer is responsible for compliance with all applicable laws and regulations. As such, the Customer will be responsible for ensuring that it is entitled to process Data through the Platform under the applicable regulations, including data protection regulations such as the GDPR. The Customer indemnifies Supplier against all claims and losses arising from any such use and from any use that is not in accordance with the applicable laws and regulations and/or the terms of the Proposal and/or the Terms and Conditions.
8.2. If a third party objects to Customer’s use of the Platform (excluding, however, Subcontractors’ products and/or services which form part of the Service) based on the claim that the use thereof infringes a European copyright (hereinafter referred to as "lnfringement Claim"), Supplier will, subject to the limitation of the liability cap below, defend Customer against that lnfringement Claim and pay the costs, damages and legal fees that a court finally awards (up to the amount of the cap), provided that Customer promptly 1) notifies Supplier in writing of the lnfringement Claim as soon as it becomes aware of such lnfringement Claim, 2) allows Supplier to fully control the defense and any related settlement negotiations, and 3) cooperates with Supplier in the defense and any related settlement negotiations by providing Supplier with appropriate information and assistance needed for such defense or settlement.
8.3. ln the event of an lnfringement Claim, Supplier shall be entitled to either: 1) obtain the continued right for Customer to use the Platform, 2) bring the infringement to an end by modifying the Platform or replacing parts thereof with other software which, essentially, possesses the same functions as the affected Platform, or 3) terminate the Proposal with written notice and pay to Customer an amount equal to the Service Fee actually paid by Customer for the period the Service will no longer be provided. The performance of Supplier’ obligations under this Article shall be Supplier’ total and aggregate liability and Supplier’ entire obligation to Customer as a consequence of all and any lnfringement Claims, and Customer shall have no other rights or claims against Supplier as a result of such lnfringement Claim. Upon termination of the Proposal, Customer shall promptly cease using the Platform and fulfill the terms and conditions connected to termination as stated in the Terms and Conditions.
8.4. The limited warranty stated in this Article is not applicable if the lnfringement Claim has been caused by Customer, which includes use in breach of the Proposal and/or Terms and Conditions (abuse) and any other event or claim which is not attributable to Supplier.

9. Liability

9.1. The total, aggregate and cumulative liability of the Supplier is at all times limited to direct damages, on whatever legal ground, including but not limited to any indemnification obligation and breach of warranty, and is per calendar year limited to the amounts paid by the Customer to the Supplier for the Service in that calendar year.
9.2. By ‘direct damages’ shall exclusively be understood:
9.2.1. reasonable expenses which Customer would have to incur to have Supplier’s performance fulfill the Terms and Conditions. However, such loss shall not be compensated, if the Customer has terminated these Terms and Conditions on the basis of termination for cause (“ontbinding”);
9.2.2. reasonable expenses incurred in determining the cause and extent of the loss insofar as such determination relates to any direct loss within the meaning of these terms and conditions;
9.2.3. reasonable expenses incurred in preventing or reducing a loss insofar as Customer proves that such expenses have resulted in a reduction of any direct loss within the meaning of this Article.
9.3. Supplier’s liability for any other damages than direct damages, including – but not limited to – indirect damages, consequential loss, damages due to late delivery, damages due to late billing, loss of and/or damage to Data, incorrect Data (incl. validation, transformation and/or integration), incorrect financial Data, loss of revenue, loss of profits, lost savings and loss caused by interruption of operations, is fully excluded.
9.4. The limitations mentioned in the preceding paragraphs shall not apply if and insofar as the damage is the result of willful intent or gross negligence by the board of directors or the executive management of Supplier.
9.5. Supplier’s liability shall not arise unless Customer forthwith and properly declares Supplier in default in writing, stating a reasonable period in which to remedy the failure, and Supplier continues, and can be held accountable for continuing to fail in the fulfillment of its obligations even after such remedy period. The notice of default must specify the failure in as much detail as possible and reported by Customer to Supplier in writing within five working days after it has been arisen, so that Supplier will be able to react adequately and timely.
9.6. Without prejudice to Supplier’s limitation of liability, the Service will be in conformity with The Terms and Conditions if rendered substantially in accordance with the Documentation, when correctly and properly used. The Customer acknowledges and accepts, however, that:
9.6.1. the Service is provided on an ‘as-is / as-available’ basis and may not always meet all of Customers expectations;
9.6.2. the Service will not be free of errors (including Errors) and will not function without interruption; and,
9.6.3. not all the errors (including Errors) (if any) can be repaired.
9.7. The Customer’s sole and exclusive remedy and Supplier’s entire liability for an attributable, material breach of the conformity statement in clause 9.6 is that Supplier will use its reasonable efforts (as defined under 3a.4) in order to attempt to cure such breach, provided that the Customer properly and sufficiently informed Supplier in writing about the breach.
9.8. Customer acknowledges that the purpose of the Service is to get insights on market intelligence, competitor intelligence, supplier & procurement intelligence, business intelligence and benchmarking by data-driven technologies and that inaccuracies or incompleteness in Data and/or Results cannot be excluded. Use of the Service is for Customer’s own risk. Supplier cannot be held liable for any damages caused by or resulting from the use, including but not limited to an erroneous business decision or otherwise.
9.9. Neither Party shall be bound to meet any obligation if prevented from doing so as a consequence of force majeure. The expression ‘force majeure’ shall in any event include any failure of any suppliers of Supplier not due to their fault or not for their risk, any DDOS attack (attempt), any viruses in the Platform, ransomware attacks, any hacking (attempts) of the Platform, telecommunication breakdowns, power outages or shortages and/or fire. If a situation of force majeure has lasted for more than sixty (60) working days, the Parties shall be entitled to terminate the Terms and Conditions by terminating it in writing. In that case any performance, which has already taken place pursuant to this Terms and Conditions, shall be settled proportionately without either Party being thereafter indebted to the other in any other amount.

10. Warranties and obligations

10.1. Each Party represents and warrants to the other Party that it has all necessary rights and authority to enter into the Proposal.

11. Term and termination

11.1. The initial term is specified in the Proposal. After this term, the term will automatically be renewed for, each time, a period of one year, unless the Proposal is terminated by either Party with a notice period of sixty (60) days before expiry of the then current period (the end-date defined as the ‘Termination Date’). The right of either Party to early terminate for convenience is excluded.
11.2. Additional Services that are purchased by Customer will be concluded for the remaining term of the initial term and will be extended in accordance with article 11.1.
11.3. Either Party may terminate the Proposal if the other Party, after having been given proper notice of default in writing specifying as many details as possible and stating a reasonable period within which to remedy the failure, fails to meet, and can be held accountable for not performing, any material obligations arising from the Proposal and/or Terms and Conditions.
11.4. Either Party may terminate the Proposal immediately if:
11.4.1. the other Party makes a composition for the benefit of creditors;
11.4.2. the other Party is insolvent or is unable to pay its debts as they fall due in the ordinary course of its business;
11.4.3. any proceedings are instituted by or against the other Party in bankruptcy or under any insolvency laws or for re-organization, receivership or dissolution.
11.5. Upon the termination being effective or upon expiry, Customer will cease:
11.5.1. any and all use of the Service;
11.5.2. any and all use of Supplier’s IP-rights, including Supplier’s brands.

12. Privacy

12.1. In order to make use of the Service it is required that the Customer’s Users create an Account. Customer will provide Supplier with contact information such as name and e-mail address. The provision of this information is subject to legislation in respect of privacy, such as the GDPR. Supplier only uses your personal data in accordance with the privacy policy to be found on a-insights.eu/privacy.
12.2 To the extent the Data being processed by Supplier as part of the Service and/or Additional Service,  qualify as Personal Data, the Data Processing Agreement applies.

13. Applicable law and jurisdiction

13.1. The Proposal and these Terms and Conditions shall be governed by and construed in accordance with the laws of The Netherlands. References to any legislation in this document are construed as references to such legislation as amended or re-enacted or as otherwise modified from time to time. The Parties agree that any dispute arising from or in connection with the Agreement shall be exclusively brought before the competent court of Amsterdam.
13.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms and Conditions.

14. Miscellaneous

14.1. Deviations from these Terms and Conditions are valid only if they have been accepted in writing by Supplier.
14.2. Supplier may at any time during the term as agreed in the Proposal amend or supplement these Terms and Conditions (“change”). The Customer will be notified thereof in writing, 30 days prior to these changes entering into effect.
14.3. If any provision of the Terms and Conditions are held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the Parties, and such provision shall not affect the legality and validity of the other provisions.
14.4. Rights and obligations under these Terms and Conditions which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in the Terms and Conditions, shall remain in full effect after termination or expiration of the Proposal.
14.5. The Customer is not permitted to transfer any obligation from the Terms and Conditions to third Parties, unless Supplier expressly agrees in advance and in writing.
14.6. Any notice of legal nature under the Terms and Conditions shall be given by sending it by email to info@a-insights.eu.
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Schedule 1: Support

1.1. Definitions

“Availability Requirement” has the meaning set forth in Section 1.2.
“Available” has the meaning set forth in Section 1.2.
“Business Hours” has the meaning set forth in Section 1.3.
“Communication Protocol” has the meaning set forth in Section 1.3.

1.2. Service levels

Service Levels.
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Subject to the Terms and Conditions and the Proposal, Supplier will use commercially reasonable efforts to make the Service Available at least ninety-nine and one half percent (99.5%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”) calculated as follows: the number of minutes the Service is Available to Customer during each calendar month, divided by the total number of minutes in such calendar month, excluding unavailability as a result of any of the Exceptions described below in this Section 1.2 and the applicable time period within which Supplier may resolve an alleged Service Level Failure (the “Availability Requirement”).
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“Service Level Failure” means a material failure of the Service to meet the Availability Requirement which affects a significant number of requests or core functionality of the Service.
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“Available” means the Service is available for access and use by Customer and its Users over the internet and operating in material accordance with the Specifications.
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For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Service will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Users to access or use the Service that is due, in whole or in part, to any: (a) act or omission by Customer or any User/access to or use of the Service by Customer or any User, or using Customer’s or an User’s account, that does not strictly comply with the Proposal and the Documentation; (b) Customer Failure; (c) Customer’s or its User’s internet connectivity; (d) force majeure; (e) failure, interruption, outage, or other problem with the Customer System, any software, hardware, system, network, facility, or other matter not supplied by Supplier pursuant to the Proposal ; (f) Scheduled Downtime and/or emergency support; (g) disabling, suspension, or termination of the Service pursuant to the Proposal, or (h) downtime or unavailability of publicly available sources required or used as part of the Service.

Scheduled Downtime.
Customer acknowledges that a predefined maintenance window may occur every week, or such other time as Supplier may from time to time determine in its sole discretion upon notification to Customer by Supplier within a reasonable time (“Scheduled Downtime”).

1.3. Support

In the event of an alleged Service Level Failure, Customer shall notify Supplier immediately and request a resolution using one of the methods and contact information communicated by Customer to Supplier pursuant to the Proposal (the “Communication Protocol”).
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Customer acknowledges and agrees that Supplier will only process requests if received Monday through Friday between 9 A.M. and 5 P.M., except on public holidays (“Business Hours”). Supplier does not monitor requests received outside of Business Hours.
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Supplier shall inspect the alleged Service Level Failure and determine whether the request for resolution is an eligible request under this Section 8. If Supplier confirms eligibility of Customer’s request, Supplier shall then resolve the Service Level Failure within a reasonable time, which shall be no less than five business days as determined by Supplier, which shall be not less than five (5) business days following Supplier’ receipt of Customer’s notice about the Service Level Failure (the “Resolution Period”).

Schedule 2: DPA

Whereas:
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• Where the Personal Pata processing is concerned, the Customer classifies as a controller within the meaning of Section 4(7) of the GDPR (Controller);
• Where the Personal Data processing is concerned, the Supplier qualifies as a processor within the meaning of Section 4(8) GDPR (Processor);
• The Parties – partly in implementation of the provisions of Section 28(3) GDPR- wish to document a number of conditions in the present processor’s agreement which apply to their relationship in the context of the aforesaid activities on the instructions and for the benefit of the Controller.
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Declare that they have agreed as follows:

Article 1. Definitions
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1.1. In this Processor’s Agreement, capitalized words and expressions, whether in single or plural, have the meaning specified as set out below:
Annex: appendix to this Processor’s Agreement which forms an integral part of it;
Agreement: the agreement (“Proposal”) concluded between the Controller and the Processor with respect to the Service;
Personal Data: all information relating to an identified or identifiable natural person as referred to in Section 4(1) GDPR;
Process: as well as conjugations of this verb: the processing of Personal Data as referred to in Section 4(2) GDPR;
Processor’s Agreement: this DPA;
Sub-processor: the sub-contractor hired by Processor, that Processes Personal Data in the context of this Processor’s Agreement on behalf of the Controller, as referred to in Section 28(4) GDPR.
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1.2. The provisions of the Agreement apply in full to this Processor’s Agreement. In case provisions with regard to the Processing of Personal Data are included in the Agreement, the provisions of this Processor’s Agreement prevail.

Article 2. Purpose of the Personal Data Processing
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2.1. The Controller and the Processor have concluded the present Processing Agreement for the Processing of Personal Data in the context of the Agreement. An overview of the type of Personal Data, categories of data subjects and the purposes of Processing, is included in Annex 1.
2.2. The Controller is responsible and liable for the processing of Personal Data in relation to the Agreement and guarantees that Processing is in compliance with all applicable legislation. Controller will indemnify and hold harmless Processor against any and all claims of third parties, those of the data protection authority in particular, resulting in any way from not complying with this guarantee.
2.3. The Processor undertakes to Process Personal Data only for the purpose of the activities referred to in this Processor’s Agreement. The Processor guarantees that it will not use the Personal Data which it Processes in the context of this Processor’s Agreement for its own or third-party purposes without the Controller’s express written consent, unless a legal provision requires the Processor to do so. In such case, the Processor shall immediately inform the Controller of that legal requirement before Processing, unless that law prohibits such information on import grounds of public interest.

Article 3. Technical and organizational provisions
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3.1. The Processor will, taking into account the nature of the Processing and insofar as this is reasonable possible, assist the Controller in ensuring compliance with the obligations pursuant to the GDPR to take appropriate technical and organizational measures to ensure a level of security appropriate to the risk. These measures will guarantee an appropriate level of security, taking into account the state of the art and the costs of implementation, in view of the risks entailed by Personal Data Processing and the nature of the data to be protected. The Processor will in any case take measures to protect Personal Data against accidental or unlawful destruction, accidental or deliberate loss, forgery, unauthorized distribution or access, or any other form of unlawful Processing.
3.2. Processor will provide a document which describes the appropriate technical and organizational measures to be taken by the Processor. This document will be attached to this Processor’s Agreement as Annex 2. Controller confirms that these measure are compliant with the GDPR.
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Article 4. Confidentiality
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4.1. The Processor will require the employees that are involved in the execution of the Agreement to sign a confidentiality statement – whether or not included in the employment agreement with those employees – which in any case states that these employees must keep strict confidentiality regarding the Personal Data.
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Article 5. Personal Data Processing outside Europe
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5.1. The Processor will only be permitted to transfer Personal Data outside the European Economic Area if this is done in compliance with the applicable statutory obligations. Article 6.3 applies with respect to any transfer by public providers, and Controller hereby agrees and consents to such transfer.

Article 6. Sub-processors
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6.1. The Processor is entitled to outsource the implementation of the Processing on the Controller’s instructions to Sub-processors, either wholly or in part, which parties are described in Annex 3. In case the Processor wishes to enable Sub-processors, the Processor will inform Controller of any intended changes concerning the addition or replacement of other processors. The Controller will to object to such changes within 7 working days. The Processor will respond to the objection within 10 working days.
6.2. Processor obligates each Sub-processors to contractually comply with the confidentiality obligations, notification obligations and security measures relating to the Processing of Personal Data, which obligations and measures must at least comply with the provisions of this Processor’s Agreement, except for Sub-processors in 6.3 below.
6.3. With regard to the public providers as identified in Annex 3, the following applies. Parties agree that the then-current legal documentation of such public providers (terms and conditions and privacy documentation, including data processing terms) that apply to the use of their products and/or services, also apply between the Parties. Controller explicitly acknowledges, accepts and agrees to be bound by this legal documentation of such public providers (which is generally made publicly available by such public providers).
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Article 7. Liability
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7.1. With regard to the liability and indemnification obligations of Processor under this Processor’s Agreement the stipulation in the Agreement regarding the limitation of liability applies.
7.2. Without prejudice to article 7.1 of this Processor’s Agreement, Processor is solely liable for damages suffered by Controller and/or third party claims as a result of any Processing, in the event the specific obligations of Processor under the GDPR are not complied with or in case the Processor acted in violence of the legitimate instructions of the Controller.

Article 8. Personal Data Breach
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8.1. In the event the Processor becomes aware of any incident that may have a (significant) impact on the protection of Personal Data, i) it will notify the Controller without undue delay and ii) will take all reasonable measures to prevent or limit (further) violation of the GDPR.
8.2. The Processor will, insofar as reasonable, provide all reasonable cooperation requested by the Controller in order for Controller to comply with its legal obligations relating to the identified incident.
8.3. The Processor will, insofar as reasonable, assist the Controller with the Controller’s notification obligation relating to the Personal Data to the Data Protection Authority and/or the data subject, as meant in Section 33(3) and 34(1) GDPR. Processor is never held to report a personal data breach with the Data Protection Authority and/or the data subject.
8.4. Processor will not be responsible and/or liable for the (timely and correctly) notification obligation to the relevant supervisor and/or data subjects, as meant in Section 33 and 34 GDPR.

Article 9. Cooperation
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9.1. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the Controller in fulfilling its obligation pursuant to the GDPR to respond to requests for exercising rights of data subjects, in particular the right of access (Section 15 GDPR), rectification (Section 16 GDPR), erasure (Section 17 GDPR), restriction (Section 18 GDPR), data portability (Section 20 GDPR) and the right to object (Section 21 and 22 GDPR). The Processor will forward a complaint or request from a data subject with regard to the Processing of Personal Data to the Controller as soon as possible, as the Controller is responsible for handling the request. The Processor is entitled to charge any costs associated with the cooperation with the Controller.
9.2. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the Controller in fulfilling its obligation pursuant to the GDPR to carry out a data protection impact assessment (Section 35 and 36 GDPR).
9.3. The Processor will provide the Controller with all the information reasonably necessary to demonstrate that the Processor fulfills its obligations under the GDPR. Furthermore, the Processor will – at the request of the Controller – enable and contribute to audits, including inspections by the Controller or an auditor that is authorized by the Controller. Any audit requires prior written consent and approval of Processor with regard to the scope of such audit. In case the Processor is of the opinion that an instruction relating to the provisions of this paragraph infringes the GDPR or other applicable data protection legislation, the Processor will inform the Controller immediately.
9.4. The Processor is entitled to charge any possible costs with the Controller.

Article 10. Termination and miscellaneous
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10.1. With regard to the termination under this Processor’s Agreement the specific provisions of the Agreement apply. Without prejudice to the specific provisions of the Agreement, the Processor will, at the first request of the Controller, delete or return all the Personal Data, and delete all existing copies, unless the Processor is legally required to store (part of) the Personal Data.
10.2. The Controller will adequately inform the Processor about the (statutory) retention periods that apply to the Processing of Personal Data by the Processor.
10.3. The obligations laid down in this Processor’s Agreement which, by their nature, are designed to continue after termination will remain in force also after the termination of this Processor’s Agreement.

ANNEX 1 OVERVIEW PERSONAL DATA
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TYPE OF PERSONAL DATA: normal personal data such as name and/or mail address.
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CATEGORIES OF DATA SUBJECTS: employees, free-lances, hires ad/or subcontractors involved in the chain of Controller.
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PURPOSES OF PROCESSING: performance of the Agreement
Fulfillment agreement
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ANNEX 2 SPECIFICATION OF THE SECURITY MEASURES
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• the management of powers and authorizations of Supplier employees, to prevent unauthorized access to information;
• measures in case the confidentiality of the Personal Data is damaged;
• measures in case of calamities;
• measures to prevent viruses, threats and technical vulnerabilities;
• taking the necessary measures to prevent security breaches as referred to in the applicable privacy regulations;
• the use of servers that are only accessible via secure connections;
• the ability to repair the availability of and access to the Personal Data in a timely manner in the event of a physical or technical incident; and
• a procedure for testing, assessing and evaluating the effectiveness of the technical and organizational measures to ensure the security at regular intervals.

ANNEX 3 OVERVIEW SUB PROCESSORS
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Sub-processor (with regard to Articles 6.1 & 6.2)
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AX Semantics
Nordbahnhofstraße 115
70191 Stuttgart, Germany
+49-711-6994860
https://www.ax-semantics.com/en/
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Public Providers as sub-processor (with regard to Article 6.3)
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Mailgun Technologies
San Antonio HQ
112 E Pecan St, #1135
San Antonio, TX, 78205
https://www.mailgun.com/
Legal Terms: https://www.mailgun.com/legal/terms/
Data Processing Terms: https://www.mailgun.com/legal/dpa/
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Atlassian
Singel 236 1016 AB
Amsterdam, Netherlands
+31 20 796 0060
https://www.atlassian.com/
Legal Terms: https://www.atlassian.com/nl/legal/atlassian-customer-agreement#use-of-products
Data Processing Terms: https://www.atlassian.com/nl/legal/data-processing-addendum#scope-and-term
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Fireflies.ai
5424 Sunol Blvd
Ste 10-531
Pleasanton, CA 94566
https://fireflies.ai/
Legal Terms: https://fireflies.ai/terms-of-service.pdf
Data Processing Terms: https://fireflies.ai/data_processing_terms.pdf
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Hubspot
Tribes Amsterdam Raamplein
Raamplein 1
1016 XK Amsterdam, Netherlands
https://www.hubspot.com/
Legal Terms: https://legal.hubspot.com/terms-of-service
Data Processing Terms: https://legal.hubspot.com/dpa
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Aumatics
Einsteinlaan 10
2719 EP Zoetermeer
https://www.aumatics.nl/
Legal Terms (including Data Processing Terms: https://cdn.prod.website-files.com/65e5dc845ac576b38e5e6a0b/668ce71b7965b73236e37eb8_6.2%20Aumatics%20Hub%20Zoetermeer%20-%2020231128%20-%20Algemene-Voorwaarden-Aumatics-oktober-2023.pdf

Microsoft (Azure)
Evert van de Beekstraat 354
1118 CZ Luchthaven Schiphol,
Noord-Holland, Netherlands
https://azure.microsoft.com/
Legal Terms: https://azure.microsoft.com/en-us/support/legal/#:~:text=Get%20links%20to%20service%20level%20agreements%2C%20privacy%20statements%2C,terms%20of%20use%2C%20and%20the%20Microsoft%20Trust%20Center.?msockid=256474a900b36ad51d6661c501196b2a
Data Processing Terms: https://www.microsoft.com/licensing/docs/view/Microsoft-Products-and-Services-Data-Protection-Addendum-DPA