SAAS CONDITIONS AXINI MODELING PLATFORM
Version 1.2 AZMP

These software-as-a-service conditions (“Saas-Conditions”) apply when the Axini Modeling Platform (the “Application”) offered
by AXINI B.V., a limited liability company established under the laws of the Netherlands ("Service Provider") is made available
to Service Provider’s customer (the “Customer”) and/or the customer’s End Customer (“End Customer”) (each also a “User”)
remotely through an internet connection.

The Service Provider and Customer hereinafter each a “Party” and jointly the “Parties”.

1. DEFINITIONS
In as far as not already defined above, the following capitalized terms have the following meanings in these Saas-Conditions:
1.1. Agreement: the agreement between Customer and Service Provider with respect to the Services.
1.2. Confidential Information: Information that is received from the other Party and which is marked as confidential or
which is of such nature that the receiving Party could reasonably know its confidential nature. Confidential Information
includes but is not limited to: trade secrets, inventions, discoveries, improvements, ideas, concepts, designs, drawings,
specifications, techniques, models, algorithms, data, programs, software, source code, object code, documentation,
sample products, processes, know-how, financial and technical information.
1.3. Data: the data, such as models, tables, test results, as well as personal data, that are created, uploaded, transferred to
or otherwise processed through the Users’ use of the Application.
1.4. Fees: the Fees payable for the use of the Application and, as the case may be, other agreed Services.
1.5. GDPR: the General Data Protection Regulation (REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and
on the free movement of such data, and repealing Directive 95/46/EC).
1.6. Intellectual Property Rights: intellectual, industrial and related property rights, anywhere in the world, including
without limitation copyrights, data base rights, patents, trademarks, design rights, trade name rights and all claims to
such rights.
1.7. Log In Details: the log in details that allow Users to remotely access and use the Application.
1.8. Purpose: the purpose for which the Application is made available to the Customer and/or the End-Customer.
1.9. Service(s): the service or services provided by Service Provider pursuant to the Agreement, generally consisting of
making the Application available, support Services and as the case may be consultancy Services.
1.10. SLA: the service level agreement concluded between Customer and Service Provider (if applicable).
1.11. System Requirements: the requirements for the Customer’s and Users’ (operating) systems, software and hardware,
and, as the case may be, other requirements for the access to and use of the Application.
1.12. User: a person who is granted the right to use the Application; as agreed in the Agreement Users may include the
Customers’ employees, hired staff or staff of its own suppliers and, if applicable, those of the End Customer.

2. RIGHT TO USE THE APPLICATION
2.1. Subject to the terms and conditions and during the term of the Agreement, Service Provider grants the Customer a non-
exclusive, non-transferable, non-encumberable, conditional, revocable, limited right to let its Users access and use the
Application through an internet connection solely for the Purpose. The Purpose is agreed in the Agreement (and may
there also be referred to as the (use) scope), in absence of which the Purpose is limited to the Customer's own internal
business purposes. For the avoidance of doubt: if a User is staff of the Customer’s supplier, such User may only use
the Application for the Customer’s Purpose, not for the supplier’s own purposes and such use by the supplier also falls
under the scope of article 2.12.
2.2. If so agreed in the Agreement, the above right (also) includes the right for the End Customer’s Users to access and use
the Application through an internet connection for the Purpose. In that case, these Saas-Conditions also apply to the
End Customer and its Users as further described in article 2.9.
2.3. The above clauses have property law effect.
2.4. Service Provider reserves all other rights than those granted above.
2.5. Each right of use is granted under the following conditions:
a) The Fees are timely paid;
b) The Application is used within the usage limitations set out in the Agreement, e.g. a certain amount of (concurrent)
Users and the Purpose;
c) The other conditions of the Agreement including these Saas-conditions are complied with.
2.6. Furthermore, the following conditions apply to the access and use of the Application:
a) Each User must be authorized and notified to Service Provider as a User, thereby indicating the type of User, their
e-mail address, phone number and the organisation they work for;
b) Only notified Users are entitled to use the Application;
c) The Customer is responsible for assigning the correct authorizations to the Users;
d) The Application cannot be used by other parties or other users than the Users, the Log In Details are strictly
personal and cannot be shared with any other person including other Users;
e) The Application cannot be accessed outside the European Union unless agreed otherwise in the Agreement;
f) The Log In Details must be kept confidential and properly secured, if any Log In Details are compromised, this
must be notified to Service Provider immediately. If any Log In Details are or may be compromised, Service Provider
reserves the right to (i) temporarily block access to the Application, (ii) create new Log In Details and/or (iii)
permanently block the account of a User whose Log In Details have been compromised more than twice;
g) The Application may only be exploited commercially if, and to the extent, this is permitted pursuant to the Purpose;
h) The Application must be used in a manner that is in compliance with applicable laws and regulations;
i) The Application may not, in whole or in part, be copied, scraped, modified, adapted, translated, reverse
engineered, decompiled, disassembled, translated, nor may any derivative works based on the Application be
created whether in whole or in part, or otherwise be used in a manner that infringes Service Provider’s Intellectual
Property Rights;
j) The Application may not be used in a manner that infringes any third party’s rights, including Intellectual Property
Rights and privacy rights;
k) The Application may not be used in any way that would require either Service Provider or the Customer to obtain
an export control license, whether from a US, EU or other authority. Such use includes without limitation use for
weapons, whether biological, chemical, nuclear or otherwise and for any other military or nuclear devices or
applications;
l) Users may not do, or omit to do anything that can cause harm to the Application, to other Users, Service Provider
and/or any third party;
m) The Application may not be used for any purpose other than the Purpose; such other use includes without limitation
using the Application to distribute, send or coordinate viruses, DDOS-attacks, trojan horses, worms or spam
messages as well as any business purposes that fall outside the Purpose.
2.7. Service Provider reserves the right to update the procedure for access to the Application giving due notice, e.g., where
this is required for security purposes.
2.8. The Service Provider reserves the right to subject the use of the Application to a fair use policy, which will be notified
to Customer in advance. The fair use policy will not limit the rights granted to Customer in the Agreement but may set
additional parameters for using the Application, e.g. a maximum work load. Customer agrees to abide by this fair use
policy. If however Customer does not agree to the fair use policy, the Parties shall negotiate in good faith to come to
an amicable solution.
2.9. The Customer is responsible and liable for its Users’ as well as the End Customer’s and its Users’ use of the Application
in accordance with the Agreement and these Saas-Conditions and procures their compliance therewith. A breach of the
Agreement and/or these Saas-Conditions by a User (whether the Customer’s or the End-Customer’s) is deemed a breach
by Customer. The articles of these Saas-Conditions with respect to the access and use of the Application apply to the
End Customer and its Users, e.g. articles 2.1-2.4., 2.5, 2.6, 2.7, 2.8, 2.10 (with respect to End Customer’s Users), 2.11,
2.12, 3, 4, 5, 6.4, 7.1, 7.2, 7.3, 7.5, 7.6, 8.2, 8.4, 9.1-9.4, 9.6, 9.7, 10, 11, 12, 15.8, 15.9 and there, the term ‘the
Customer’ is deemed to include the End Customer as applicable. Service Provider is entitled to invoke the provisions of
these Saas-Conditions, including articles 13 and 14 against the End Customer and/or any User.
2.10. Should a User and/or End Customer not comply with these Saas-Conditions, the Customer shall, upon Service Provider’s
first request, take those actions required to ensure the User and/or End Customer remedies the non-compliance, such
without affecting the Service Provider’s other available remedies, including the right to (temporarily) suspend the
Services and the right to rescind the Agreement (‘rescind’ reflects the Dutch legal concept of ‘ontbinden’), taking into
account however that the Customer shall be given a 10 (ten) calendar days' notice period to take actions to remedy the
non-compliance, before Service Provider invokes its right to suspension or rescission, such unless remedy is not
possible and with respect to suspension, unless a situation as indicated in article 10.4 occurs.
2.11. Unless the Parties agree otherwise in the Agreement, the Customer must configure the Application itself.
2.12. If the Customer uses or wishes to use the Application outside the conditions indicated in the previous paragraphs, this
must be agreed with the Service Provider in advance. Additional Fees may apply for that type of use and at the request
of the Service Provider, a separate quotation will be issued and/or an Agreement will be concluded. If the Customer
uses the Application outside the aforementioned conditions without agreeing this with the Service Provider in advance
and/or without paying additional Fees, Service Provider reserves the right to charge a 'penalty fee' of 150% on top of
the additional Fee payable by the Customer for such use. Service Provider also retains its other rights, including the
right to claim damages.

3. SYSTEM REQUIREMENTS
3.1. In order to access and use the Application and to be able to make use of the maintenance and support, the System
Requirements must be met. Service Provider shall timely communicate the System Requirements to the Customer. The
minimum System Requirement is using the most recent version of the most commonly used internet browser(s).
3.2. Service Provider shall give the Customer notice of amendments to the System Requirements taking into account a
reasonable term, such with a view to the extent the effect the amendment may have on the Customer’s systems and
the use of the Application. Per the start date of the amendment, the Customer must have implemented the changes
and measures needed to meet the System Requirements.
3.3. The Customer and Users must use their own software (browser), hardware and internet connection to access the
Application and the Customer is responsible for this.

4. SECURITY
4.1. The Customer is responsible for the security of:
a) The internet connection that is used to access the Application inside the Customers’ network, including the Users’
communication networks in case they access the Application from another location;
b) The Users’ access to the Application;
c) The devices used to access the Application;
d) The Log In Details.
4.2. Service Provider will ensure a level of security to safeguard the availability, integrity, confidentiality and security of the
Data in accordance with the GDPR, whether or not Service Provider thereby acts as a processor. Service Provider uses
generally accepted international security guidelines for its security framework. The level of security shall meet the up-
to-date security standards used by large organizations in its business that are similar to Service Provider.
4.3. With respect to the Application, Service Provider declares that it is configured as such that:
a) It enables the Users to set up a secure and encrypted connection to access the Application;
b) It enables the Users to use two (or more, as the case may be) factor authentication to access the Application – if
the Customer does not instruct the Users to use two (or more) factor authentication, resulting security breaches
are at the Customer’s risk;
c) It monitors and logs the access to the Application;
d) Only Service Provider’s staff who need to have access to the Application for the performance of the Agreement,
shall be granted access to the Application.

5. MAINTENANCE AND SUPPORT
5.1. If the Customer and Service Provider enter into a separate SLA, the provisions of that SLA shall prevail in case of conflict
with provisions of this article, on the understanding that any availability percentages specified in the SLA shall always
exclude maintenance windows.
5.2. The Application is provided "as is", "where is" unless acceptance is explicitly agreed in the Agreement. Service Provider
cannot guarantee the Application is error-free, Service Provider however endeavours to correct errors and improve the
Application’s functionalities continuously. Service Provider cannot guarantee either that the Application meets all legal
requirements or that it meets all of Customer's requirements.
5.3. Service Provider unilaterally determines changes to the Application, for example to improve security or expand
functionality. Service Provider endeavours to inform Customer of any changes that affect the use of the Application.
Customer may suggest changes to the Application, in which case article 6 applies.
5.4. Service Provider strives for continuous availability of the Application but cannot guarantee 100% availability. The
Application may temporarily be unreachable (down), for example during maintenance windows. Service Provider
endeavours to minimize the impact of downtime and to inform the Customer of long-term downtime.
5.5. Service Provider will make back-ups of the Data.
5.6. For questions and incidents, Users can contact the helpdesk on work days (excluding national holidays in the
Netherlands) during opening hours using the contact details indicated by Service Provider. Incidents must be reported
in a comprehensible and detailed manner. Service Provider reserves the right to set additional conditions for a User to
be able to submit an incident, e.g. that End Customer’s Users cannot submit them, that only certain contact persons
can submit them and/or that such contact persons must have a certain expertise. Service Provider endeavours to resolve
incidents without undue delay pursuant to its own internal procedures, this can also be done through workarounds or
new releases.
5.7. It is assumed that the helpdesk will be called upon to a reasonable extent. If, in Service Provider’s opinion, Customer
calls on the helpdesk outside of what is reasonable, it reserves the right to charge an additional Fee for this.

6. CHANGES AND ACCEPTANCE
6.1. Service Provider may, but is not obliged to, agree with the Customer that Service Provider makes changes to the
Application and/or the Services. The specifications for these changes will be agreed in consultation between the Parties.
Changes to the specifications that are requested by Customer after the development has started may lead to additional
work and changes in lead times.
6.2. If an agile development method is agreed: (i) the Parties agree on the specifications during the development process,
(ii) the Parties provide sufficient capacity, commitment, experience, expertise, knowledge and decision-making to
contribute to the development, (iii) an acceptance procedure is carried out after each sprint at the Service Provider’s
request, (iv) the work will be charged on the basis of the agreed hourly rate or otherwise the then applicable hourly
rate.
6.3. During any agreed acceptance period, the Customer must report defects (i.e. the failure of the Application to meet the
specified specifications) to the Service Provider in a detailed manner.
6.4. The Application is deemed to have been accepted in any event if (i) the Customer makes operational use of it, (ii) there
are no reports of defects during the acceptance period, (iii) Service Provider has notified reported defects as resolved
or (iv) there are only minor defects or subjective characteristics (e.g. the appearance of the user interface) that do not
prevent the use of the Application, on the understanding that Service Provider endeavours to remedy minor defects as
soon as possible.
6.5. Save for the above endeavour to remedy minor defects, after acceptance Service Provider is released of its acceptance
obligations and the provisions of article 5 apply with regard to maintenance and support of the Application.

7. DATA AND PERSONAL DATA
7.1. The ‘ownership’ of the Data rests with the Customer and the Customer is responsible for it as well as for compliance
with applicable laws and regulations with respect to the Data.
7.2. The Customer uses any output created by the use of the Application at its own risk.
7.3. Service Provider processes the Users’ names, email addresses, IP-addresses, log-in moments and navigation in the
Application for the purpose of access control, logging and audit control of the Application as well as verification of
compliance with the Application’s conditions of use and to comply with legal obligations or legitimate third-party
requests. Service Provider processes these Personal Data for its own purposes and the Customer and End Customer
may process these for their own purposes on their own devices, infrastructure, network etc., not in joint controllership
with Service Provider.
7.4. If Service Provider processes other personal data than those indicated above solely for Customer, the Parties shall
conclude a separate data processing agreement.
7.5. Service Provider is only obliged to migrate or convert Data, or arrange for recovery or fall back facilities of the Data if
this is explicitly agreed in the Agreement and/or the SLA.
7.6. Service Provider may process anonymized data with respect to the use of the Application for its own purposes including
for the improvement of the Services. Service Provider ‘owns’ such data.

8. FEES AND PAYMENT
8.1. The Fees are expressed in euros, excluding applicable VAT and excluding travel, lodging and other expenses in relation
to consultancy Services (if any). At the Customer's request, the Service Provider will provide a breakdown of the
expenses.
8.2. The Fees become due from the moment the Customer can start using the Application, this is when the first Log In
Details are made available, or otherwise after acceptance of the Application, if this is explicitly agreed in the Agreement.
8.3. Service Provider reserves the right to increase the Fees with the most applicable Dutch inflation index as of January 1st
of each year. If exceptional cost-increasing circumstances occur during the year, which cause the Services’ cost price
to increase by 10% (ten percent) or more, Service Provider is entitled to invoice the cost increase to the Customer on a
pro rata basis. The Customer will be informed of price increases.
8.4. During the term of an Agreement, the Customer may 'scale up' the use of the Application, for example by adding Users,
whereby the costs will be invoiced on a pro rate basis. 'Scaling down' is not possible during the term of the Agreement.
8.5. The Fees for the Services will be charged at the frequency indicated in the Agreement or, in absence thereof, per year
in advance.
8.6. The payment term is 30 (thirty) days. Any complaints about an invoice must be made within the payment term and
must be substantiated. If the complaint is well-founded, Service Provider will submit a corrected invoice, otherwise the
section below is applicable.
8.7. If the Customer does not pay an invoice after Service Provider’s payment reminder requesting payment within a term
of 15 (fifteen) working days, it is in default. Service Provider then, in addition to its other rights, has the right to (i) hand
over the invoice for collection and to charge Customer the costs thereof as well as the statutory interest, (ii) suspend
the Services and (iii) rescind the Agreement.
8.8. Service Provider cannot be obliged to repay any amounts paid for Services already rendered, irrespective of the legal
ground of such repayment.

9. INTELLECTUAL PROPERTY RIGHTS
9.1. Service Provider and/or its licensors retain the Intellectual Property Rights with respect to the Application and
amendments.
9.2. The Intellectual Property Rights with respect to changes to the Application created pursuant or in relation to the
Agreement shall solely vest in Service Provider. The Customer hereby assigns to Service Provider its current and future
Intellectual Property Rights with respect to changes to the Application, including any feedback, specifications,
suggestions and preparatory materials. If such an assignment is not legally permitted, Customer grants Service Provider
an unconditional, perpetual, irrevocable, assignable, sub-licensable, unlimited right to use and adapt such materials at
its own discretion and agrees to provide the cooperation requested by Service Provider to further execute such
assignment, respectively license.
9.3. The Application shall be made available through an internet connection only. The Customer does not have the right to
obtain a copy of the Applications source code, nor the Application in object code (machine readable form).
9.4. Service Provider has the right, if a third party sues it for infringement of Intellectual Property Rights, to replace the
Application with other software or to modify it, or, if these actions cannot resolve the claim, to terminate the Agreement
(the term ‘terminate’ reflects the Dutch concept of ‘opzeggen’) without being liable for damages.
9.5. Service Provider indemnifies Customer from third party claims that its Intellectual Property Rights are infringed as a
result of the use of the Application, provided that:
a) The claim can be wholly attributed to Service Provider;
b) Customer does not acknowledge liability towards any third party;
c) Customer immediately informs Service Provider of such claim;
d) Customer allows Service Provider to take over the defence against the claim and determine the legal support; and
e) Customer provides the co-operation required in relation to the defence against the claim.
9.6. For the avoidance of doubt: should the End Customer receive such a third party Intellectual Property Rights claim, it
must rely on an indemnification by the Customer, and Customer in turn must rely on the above indemnification; the
End Customer can therefore not invoke this indemnification directly against Service Provider.
9.7. Without prejudice to any other stipulation in the Agreement and/or these Saas-conditions and only except as provided
in the Agreement, the Application may not in any way be amended by the Customer, including the removal of any of
Service Provider’s Intellectual Property Rights notices.

10. (VERIFICATION OF) COMPLIANCE
10.1. Service Provider has the right, but not the obligation, to monitor the access and use of the Application as well as to
verify compliance with the Agreement and/or these Saas-conditions.
10.2. Customer shall provide the cooperation reasonably requested by Service Provider in order for Service Provider or a third
party designated by Service Provider to verify Customer’s compliance with the Agreement and/or these Saas-conditions.
If the audit shows non-compliance, the non-compliance must immediately be remedied, without prejudice to the other
rights of Service Provider, including the right to charge the Customer for the reasonable costs of the audit.
10.3. Service Provider reserves the right to (temporarily) suspend access to the Application in case of non-compliance with
the Agreement and/or these Saas-conditions. Service Provider will inform the Customer of such non-compliance in
advance and grant the Customer a reasonable term of at least ten (10) working days to remedy the non-compliance.
The suspension does not affect the Customer’s payment obligations.
10.4. In deviation of the foregoing, in situations where the Application’s security is at risk and/or the use of the Application
results in non-compliance with applicable laws and/or regulations or infringes third-party rights, Service Provider
reserves the right to suspend access to the Application without notice, in which case it will consult with Customer
immediately to determine what actions have to be taken to restore security and/or such non-compliance.

11. (NOTICE AND) TAKE DOWN
11.1. Service Provider may be required, by law or a third party to remove Data from the Application or to modify it or to block
access to the Application. In that case, Service Provider has the right to (temporarily) block access to the Application
and to delete or modify Data. Service Provider may or will, if legally obliged, first inform a User before taking such
action.
11.2. Service Provider may also be obliged to share data of the Customer and/or Users with third parties, in particular in the
event of criminal acts or infringement of third-party rights. Service Provider will assess with a reasonable degree of care
whether submission of such data to the third party is necessary and justified in the given case.

12. CONFIDENTIALITY
12.1. Each Party will keep confidential the other Party’s Confidential Information. Customer explicitly agrees that the
Application, including its source code and related programs are Service Provider’s Confidential Information.
12.2. The receiving Party will not, directly or indirectly, disclose the Confidential Information to any third party unless this is
strictly required in the context of the performance of the Agreement, e.g., to the End Customer or a sub-contractor
imposing the same confidentiality obligations, or to the receiving Party’s trusted advisors with a duty of confidentiality.
12.3. The receiving Party shall use the Confidential Information only for the purpose for which it was received and treat it
with at minimum the same diligence and care that it uses to treat its own confidential information. Furthermore, each
Party will only make the Confidential Information available to its staff on a need to know basis.
12.4. The above confidentiality obligations do not apply where:
a) the information was already lawfully known to the receiving Party;
b) the information was independently and lawfully created by the receiving Party without using the disclosing Party’s
Confidential Information;
c) the information was purposefully brought into the public domain by the disclosing Party;
d) the receiving Party is legally obliged to disclose the Confidential Information pursuant to a binding legal obligation
or third-party request, however, provided the receiving Party shall notify the other Party promptly of such
obligation, if legally permitted, so that the disclosing Party has reasonable opportunity to take action to protect
its confidentiality interests.
12.5. After the end of the Agreement the receiving Party will, at the disclosing Party’s request, return and/or destroy the
Confidential Information save for any Confidential Information the receiving Party is required to retain pursuant to legal
obligations and/or as evidence in relation to the performance of the Agreement, which is to be substantiated by the
receiving Party.
12.6. The confidentiality obligations of this article continue to apply for as long as the Confidential Information is either
directly or indirectly in the receiving Party’s possession.
12.7. The Party that violates a provision of this article forfeits an immediately payable penalty of EUR 25,000 (twenty-five
thousand euros), as well as a penalty of EUR 2,000 (two thousand euros) per day that the violation continues after
having been notified of the non-compliance by the other Party. This penalty is without prejudice to the other Party’s
available rights and remedies including without limitation the right to claim compliance with this article and the right
to claim damages – taking into account however that the forfeited penalty will be deducted from the damages.
12.8. For the avoidance of doubt, and without affecting the generality of article 2.9, all Users are bound to confidentiality as
well and the foregoing penalty clause also applies to End-Customers, as well as suppliers whose Users have access to
the Application.

13. LIABILITY
13.1. Either Party’s total liability for damage, costs, expenses, actions, indemnifications, suits, claims etc. (“damage”) in
relation to the Agreement or otherwise, is limited to the compensation of damage as described in this article.
13.2. Each Party’s liability is limited to the following types of direct damage:
a) The reasonable and evidenced costs for restoring lost or damaged Data, in as far as this can be restored;
b) The reasonable and evidenced costs for necessary amendments of IT-systems to limit or prevent the damage or to
restore such IT-systems;
c) The reasonable and evidenced costs for emergency facilities, such as fall back computer systems;
d) The reasonable and evidenced costs for properly reperforming the Services;
e) Damage to the other Party’s physical properties;
f) The reasonable and evidenced costs for limiting or preventing the damage set out above;
g) The reasonable and evidenced costs for determining the damage set out above and for legal proceedings to recover
the damage; except in case of costs awarded by a court, in which case those costs are regarded as the damage.
13.3. In addition, each Party’s liability is limited to the amount paid out by the liable Party’s liability insurance, or, if the
insurance does not pay out, the amount equal to the Fees paid in relation to the Services, excluding VAT, from which
the damage arose, such with a maximum per event or series of events of six (6) months of the Fees in effect at the time
the cause of the damage arose and with a total aggregate maximum for all claims of EUR 250,000 (two hundred and
fifty thousand euros).
13.4. The above liability limitations do not apply in case of a Party’s management’s intentional or deliberate recklessness. A
Party’s staff, including its officers and directors and whether hired or not, cannot be personally held liable for damage
suffered by the other Party.
13.5. Each Party agrees to stay sufficiently insured for the above damage during the term of the Agreement. At Customer’s
request, Service Provider will submit the most recent relevant insurance policy.
13.6. Unless performance of an obligation is permanently impossible, a Party is only liable for breach of its obligation if the
other Party has served a written notice of default, granting the breaching Party a reasonable remedy period of at least
ten (10) working days, and the breaching Party does not remedy the breach within said period. The notice of default
must describe the breaching Party’s breach in as much detail as possible so that this Party has the opportunity to
respond adequately.
13.7. A Party’s right to compensation of damages only arises if such Party reports the damage to the other Party in writing
as soon as possible after the damage has occurred. A Party’s right to compensation lapses by the mere expiry of a
period of twelve (12) months following the moment the cause of the claim arose unless such Party has instituted a legal
action to have such damage compensated prior to the expiry of this term.
13.8. The provisions of this article and other exclusions and limitations of liability, if applicable, also apply in favour of all
third parties that a Party contracts for the performance of the Agreement.

14. FORCE MAJEURE
14.1. A Party cannot be held to perform an obligation if it suffers a force majeure event.
14.2. Force majeure on the part of the Service Provider is in any case understood to mean force majeure of suppliers or
subcontractors, illness or unforeseeable loss of personnel, strikes, punctuality actions, government measures,
problems with the Services as a result of (among others) synfloods, network attacks, Denial-of-Service or Distributed
Denial of Service attacks, viruses or other malware, failure or malfunctions of network facilities, including electricity
networks, satellite and internet connections, communication networks or problems with other types of external
suppliers or facilities, cybercrime, war, civil disturbances, natural disasters.

15. TERM AND TERMINATION
15.1. The Agreement has the duration as indicated in the Agreement and otherwise a duration of one year.
15.2. Unless agreed otherwise in the Agreement, the Agreement shall be tacitly renewed with one year terms, unless either
Party terminates it in writing before the start of the renewal period, with due observance of a notice period of two
months. Untimely termination will result in the Agreement being extended with the extension term.
15.3. Termination is not possible during the term of the Agreement (including any extension term), unless otherwise
stipulated in the Agreement or in these Saas-Conditions.
15.4. Each Party is entitled to rescind this Agreement if the other Party is in breach of its obligations under the Agreement,
unless the breach does not justify such termination. In case the breach can be remedied, the breaching Party shall first
be granted a reasonable period of at minimum 10 (ten) working days to remedy the breach, after having been served a
notice of default. The notice of default must describe the breaching Party’s breach in as much detail as possible so that
this Party has the opportunity to respond adequately. For the avoidance of doubt and without affecting the generality
of article 2.9, the foregoing notice, notice period and termination right also apply if the End Customer and/or any of
its Users is in breach of its obligations with respect to the use of the Application, as indicated in article 2.9.
15.5. Service Provider is entitled to, at its choice, terminate or rescind the Agreement without notice of default and without
liability if (i) Customer requests for or is granted moratorium of payment, provisionally or otherwise, (ii) Customer’s
bankruptcy is requested or is granted, (iii) Customer becomes insolvent, (iv) a winding-up petition is filed in respect of
Customer or (iv) if Customer’s company is wound up or terminated for reasons other than reconstruction or the merger
of companies. In case one of these situations occurs on the part of Service Provider, Customer is entitled to terminate
the Agreement provided it is evident Service Provider will not be able to perform its obligations as a result thereof.
15.6. If Service Provider decides to stop offering the Application to its customers entirely, it is entitled to terminate this
Agreement by written notice to the Customer, thereby taking into account a notice period of at minimum six (6) months.
15.7. The termination grounds set out in this article do not affect a Party’s right to terminate the Agreement pursuant to
statutory law, taking into account however that in case of breach of obligations, the provisions of section 15.4 prevail.
15.8. After the Agreement ends:
a) Customer shall no longer be entitled to access or use the Application (save for during the exit procedure set out
below) and Service Provider is entitled to block Customer and the Users from using the Application, for example
by blocking the Log In Details;
b) The Services shall terminate, unless agreed otherwise between the Parties, such as the exit Services set out below
and/or in a statement of work; in this case, the Services shall terminate after they have been completed;
c) Customer will pay any amounts due and owing to Service Provider and amounts already paid for the Services that
were performed do not have to be repaid;
d) If Service Provider rescinds the Agreement due to the Customer’s default under the Agreement, all due future
amounts become immediately payable;
e) The accrued rights of the Parties arising out of the Agreement as at the date of termination shall not be affected;
f) Other agreements between the Parties shall terminate, unless indicated otherwise by Service Provider;
g) The provisions that by their nature are intended to continue after the end of the Agreement will continue (for as
long as indicated), including in any case the provisions on Customer’s payment obligations, the below exit
provisions, data, intellectual property rights, confidentiality, liability, miscellaneous.
15.9. After the Agreement has ended other than due to Customer’s default under the Agreement, Service Provider shall
provide the exit assistance reasonably requested by the Customer in order to adjust its systems and organisation to
the exit of the Application and, provided that all outstanding invoices for the Fees have been paid, at Customer’s request
transfer or return and delete such Data. The co-operation and work provided pursuant to this article shall be regarded
as consultancy services for which Service Provider may charge its then current Fees.

16. MISCELLANEOUS
16.1. These Saas-Conditions form an integral part of the Agreement. In case of conflict between a provision of these Saas-
Conditions and the Agreement, the provision of the Agreement prevails, unless the Parties have explicitly indicated
otherwise.
16.2. These SaaS-Conditions are supplemented by the NLdigital Terms 2020, which can and will be made available separately.
In the event of any conflict between the NLdigital Terms 2020 and these SaaS-Conditions or the Agreement, the
provisions of these SaaS-Conditions or the Agreement shall prevail.
16.3. The Customer’s terms and conditions do not apply unless they are explicitly accepted by Service Provider in the
Agreement.
16.4. Service Provider can only be bound to an obligation to deliver a result (‘resultaatverplichting’) and/or delivery where
time is of the essence (‘fatale termijn’) if it explicitly accepts this in the Agreement.
16.5. Service Provider is entitled to hire third parties for the performance of the Agreement, including its affiliates. The Service
Provider shall be responsible for such third party’s performance.
16.6. Notices between the Parties are to be sent in writing using the contact details and contact person(s) so indicated by
each Party. Where this Agreement uses the term “in writing” this also means emails or another electronic method
addressed at the last known (electronic) address made known by the other Party or known to the sending Party, with
which the Parties have, prior to that, successfully communicated, which is to be evidenced by the sending Party.
16.7. When the term “including” is used, what follows after that term is not deemed to be a limitative enumeration.
16.8. When the term “third party” is used, this includes natural persons, legal entities and other organisation forms.
16.9. Neither Party is entitled to transfer, assign, delegate, encumber or otherwise give in security its rights and/or
obligations pursuant to the Agreement, whether in whole or in part, to any third party without the other Party’s prior
written consent.
16.10. If any provision of the Agreement or these Saas-Conditions is invalid or unenforceable, the validity and enforceability
of any such provision in any other respect and of the remaining provisions shall not in any way be impaired.
16.11. A provision of the Agreement or these Saas-Conditions may be waived only by a written statement. No wavier of any
provision of the Agreement or these Saas-Conditions shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.
16.12. The Parties warrant that the person or persons signing the Agreement, is/are authorized to bind them. The Parties
waive any rights they may have in relation to such person or persons not being authorized to bind them.
16.13. Service Provider is entitled to amend these Saas-Conditions giving Customer reasonable notice prior to the start date
of the amended Saas-Conditions. The Customer can object to the amended Saas-Conditions stating justifiable
reasoning, in which case Service Provider shall consult to try and address Customer’s reasoning. If this however does
not lead to an acceptable solution, either Party may terminate the Agreement.
16.14. These Saas-Conditions are exclusively governed by the laws of the Netherlands.
16.15. In case of a dispute in relation to these Saas-Conditions, this shall in the first instance exclusively be brought before
the court in Amsterdam.