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INNOVATIONSOFT B.V. EN INNOVATIONSOFT INTERNATIONAL B.V.

1. Applicability

1. These general terms and conditions apply to all legal relationships, including offers, quotations, services offered and agreements between Innovationsoft B.V. (registered at the Dutch chamber of commerce under number 65046544) or Innovationsoft International B.V. (registered at the Dutch chamber of commerce under number 92266290) and the other party concerning delivery and development of software/application(s) and hardware, insofar as parties have not explicitly deviated from these general terms and conditions in writing. Whenever reference is made in these general terms and conditions to Innovationsoft, the entity included in the offer and/or agreement between the parties shall be referred to.
2. These terms and conditions shall also apply to all agreements for the implementation of which Innovationsoft engages third parties. These third parties may invoke these terms directly against the other party.
3. The applicability of any other general terms and conditions referred to by the other party in any way is hereby expressly rejected, unless Innovationsoft has agreed to deviating terms and conditions in writing. In that case, the provisions of these general terms and conditions, which have not been explicitly deviated from shall remain in full forceIn case of inconsistency between the agreement between Innovationsoft and the other party and the aforementioned deviating terms and conditions, the agreement shall prevail.
4. Innovationsoft has the right to unilaterally amend these general terms and conditions.
5. Amendments shall also apply in respect of agreements already concluded. Amendments shall be announced to the other party in writing or by e-mail and shall take effect 30 days after the announcement, unless another date is indicated in the announcement. If the other party does not wish to agree to an amendment to the general terms and conditions, it has the right to terminate the agreement, subject to 30 days’ notice. The notice of termination must be given in writing.
6. If any provision of the agreement or the general terms and conditions proves to be void, this shall not affect the validity of other clauses of the agreement. In that case, Innovationsoft shall be entitled to replace it with a provision that, as far as possible, has a corresponding meaning to the invalid provision in terms of content and scope. In any case, the Agreement and/or the general terms and conditions shall be interpreted in a manner as close as possible to the initial intention of the parties.
7. Once these terms and conditions have applied to a legal relationship between Innovationsoft and the other party, the other party shall be deemed to have agreed in advance to the applicability of these general terms and conditions to subsequent agreements concluded and to be concluded between Innovationsoft and the other party.

2. Offers and conclusion of agreements

1. The mere submission of a quotation, budget, pre-calculation or similar communication, whether or not marked with the offer, does not oblige Innovationsoft to enter into an agreement, unless explicitly stated otherwise by Innovationsoft.
2. All offers by Innovationsoft are non-binding and can only be accepted without deviations. All offers of Innovationsoft are valid for 2 weeks unless otherwise indicated. Innovationsoft is only bound to the offer if the acceptance is confirmed in writing by the other party within 2 weeks. If the acceptance takes place after 2 weeks, Innovationsoft has the right to adjust the execution period or changed amounts or make a new offer.
3. If the other party fails to provide the data or information required for realising or adjusting the software/application(s) or any other work arising from the order confirmation within a period set by Innovationsoft, Innovationsoft shall nevertheless be entitled to invoice the agreed price. The other party is obliged to pay the invoice in question.
4. For use of certain extensions or improvements of the software/application(s), Innovationsoft may require an additional fee from the other party. This is also the case if the other party wishes guidance from Innovationsoft in setting up customized software/application(s).

3. Rates

1. Innovationsoft provides service(s) and goods and develops software based on the prices and rates as included in the agreement(s).
2. The costs and rates charged by Innovationsoft are in euros (EUR) and are exclusive of VAT and other taxes, levies and duties due under the law, unless otherwise indicated.
3. The rates and prices used will be reviewed periodically. Innovationsoft may unilaterally implement a price change. Innovationsoft will inform the other party no later than 30 days before the price and rate change takes effect.
4. The rates and prices stated by Innovationsoft for the performance and services to be provided by it shall apply exclusively to the performance and services contained in the agreement and shall always be indicative. No rights may be derived therefrom by the other party until the parties have concluded an agreement.
5. In the case of composite offers, there is no obligation to deliver part of the total performance or service, at the amount stated for this part in the offer or at a proportionate part of the price stated for the whole.
6. If no price has been agreed between the parties, but the parties have concluded one or more agreements with an equal or almost equal content previously, the price or rate will be calculated on the basis of that agreement and the rates used thereby.
7. If no price or rate has been agreed upon between the parties other than in accordance with the provisions of article 3.6 , if a price has only been given by way of estimate or if the agreed price may be changed by virtue of these general terms and conditions, the price or the change shall be determined at an amount considered reasonable by the graphical industry. This shall be based on Innovationsoft’s usual hourly rates applicable in the period in which the work or services were performed, unless a deviating hourly rate has been agreed upon.
8. Innovationsoft has the right to unilaterally change the price for the service/products it provides, in case of changes in the software or applications.
9. Additional supplements, tests, discussions and/or performances that take place at the other party’s request shall be at the other party’s expense and, in addition to the agreed price, must be paid by the other party.
10. If, at the time of the quotation or conclusion of the agreement, prevailing factors change, including increases in the cost of materials or services required for the execution of the agreement, increases in shipping costs, wages, employers’ charges or, in general, circumstances that increase costs, the costs associated with this shall be borne by the other party.
11. Changes to the approved project proposal or offer, including with regard to the design, functionality, interpretation, method, scope, analysis and/or reporting that take place in consultation with or at the request of the other party, qualify as additional work and shall be borne by the other party.
12. In addition to, inter alia, article 3.3 , Innovationsoft is entitled to change the agreed price once a year in accordance with Dutch CPI index as published by the CBS.

4. Additional work

1. The costs for additional work, shall be borne by the other party.
2. Additional work exists in any case if (i) there is a change in the description of the work performed by Innovationsoft, (ii) work is performed that was not initially agreed upon or (iii) the requirements, conditions and/or standards for the service (e.g. security requirements) have changed

5.  Implementation and suspension

1. Innovationsoft endeavours to achieve an uptime of 95%, to be calculated per calendar year. Regular maintenance activities are not included in the uptime calculation.
2. Innovationsoft shall endeavour to perform the work properly. However, Innovationsoft cannot guarantee that the work and development of software will always achieve the result desired by the other party. There is therefore never an obligation to achieve a result. Innovationsoft always has the right to have certain work or software development carried out by third parties. The software delivered by Innovationsoft is the same for each other, both in terms of workability and functionality.
3. The other party warrants that all data that Innovationsoft indicates to be necessary or that the other party should reasonably understand to be necessary for the implementation of the agreement, shall be provided to Innovationsoft on time. If the data necessary for the implementation of the agreement have not been provided to Innovationsoft in time, or if the other party fails to comply with any obligation arising from the agreement or these general terms and conditions, Innovationsoft shall have the right, without becoming liable to pay any compensation (on whatever ground) to the other party, to suspend the implementation of the agreement and/or to charge the additional costs resulting from the delay to the other party in accordance with the usual rates.
4. The other party warrants that all information, documents and data are correct, complete and not misleading.
5. If it was agreed that the agreement would be executed in phases, Innovationsoft may suspend the execution of those parts belonging to a subsequent phase or suspend the work of a subsequent phase until the other party has approved in writing and paid for the results of the preceding phase.
6. In any case, the risk of loss, theft, embezzlement or damage of goods, products, information, data, documents or programmes and applications used or created in connection with the execution or realisation of the agreement shall pass to the other party from the moment they are placed under the actual control of the other party or an auxiliary person of the other party, unless otherwise agreed between the parties.
7. The other party warrants (i) an adequately functioning wifi connection, (ii) adequate, properly functioning state-of-the-art hardware and software during the term of the agreement between the other party and Innovationsoft, (iii) that it will at all times timely perform all necessary updates for all relevant software and hardware and (iv) that the hardware is not older than five years. These conditions, among others, are necessary for the functioning of Innovationsoft’s services and products.

6. Completion

1. If a (delivery) date is agreed within the term of the agreement for the completion of certain work or software development, or otherwise, this shall only be indicative and never a deadline. The other party can never derive any rights from the stated term.
2. The mere exceeding of a delivery or completion period, or period for completion of certain work, shall not cause Innovationsoft to be in default and shall not entitle the other party to dissolve the agreement. Parties shall subsequently consult to set a new indicative period for completion of certain work or software development.
3. Innovationsoft shall not be in default until (i) the obligations under Article 6.2 have been complied with and subsequently (ii) the other party has given notice of default by registered letter and compliance is not forthcoming within the reasonable period of at least 30 days stated in the notice of default.

7. Amendments to the agreement

1. Changes to agreements concluded and deviations from these general terms and conditions after conclusion shall only be effective if agreed in writing between Innovationsoft and the other party, unless Innovationsoft already starts performing the agreement while the parties have not concluded the agreement in writing.
2. As long as Innovationsoft has not confirmed the acceptance in writing to the other party, Innovationsoft may revoke or modify the offer or quotation. If a revocation or modification leads to a new offer or quotation by Innovationsoft, the provisions of article 2.1 and 3.1 of this article shall apply accordingly.
3. If parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. Innovationsoft will inform the other party of this as soon as possible and will never lead to any liability.
4. Innovationsoft is entitled to pass on price increases due to changes or additions to the agreement to the other party.
5. If the changes or additions to the agreement have financial – and/or qualitative consequences, the related costs and/or fee shall be borne by the other party. If a fixed amount has been agreed, Innovationsoft shall indicate to what extent the modification or supplement to the agreement will result in an excess of this amount.
6. If the agreement referred to in this article is concluded with several contracting parties, they shall in all cases all be jointly and severally liable to Innovationsoft if the obligations towards Innovationsoft are not or only partially fulfilled by one of the contracting parties.
7. The use of certain extensions of the software/application(s), and the customisation of the software/application(s) or the development of software/application(s), qualify as additional work. Costs for this shall be borne by the other party.
8. The term of the agreement will not be changed as a result of Innovationsoft placing extensions during the agreement, except in the event the parties expressly agree otherwise in writing.
9. The other party is entitled to terminate the agreement before Innovationsoft has started implementing the agreement, provided that the other party compensates Innovationsoft for any damage caused by this. Such damage includes, but is not limited to, losses and lost profits suffered by Innovationsoft and in any case the costs incurred by Innovationsoft, including those of reserved production and staff capacity, purchased materials, services called in and storage.

8. Confidentiality

1. The parties hereby undertake to keep confidential all confidential information they obtain from each other or from other sources in the context of the agreement. Information shall be deemed to be confidential if so notified by one of the parties in writing or if this follows from the nature of the information, with the exception of information that is publicly available. The parties shall also impose this obligation on their employees, if any, as well as on third parties engaged by them for the execution of the agreement.
2. Innovationsoft is entitled to use the name of the other party (or the name of a group company of the other party) as a reference and to publish it as such. In doing so, Innovationsoft shall never mention the customers of the other party.
3. The (personal) data provided to Innovationsoft via the Innovationsoft websites will be treated confidentially. The data provided will be recorded in a file. This data will not, without the consent of the other party, be made available to third parties not involved in the implementation of the Agreement.

9. Copyright and other intellectual property

1. All copyrights and other intellectual property rights on all software, software, equipment or other materials such as analyses, designs, documentation, reports, offers, software application(s) developed or made available under the agreement with respect to the services provided and/or products manufactured by Innovationsoft shall rest with Innovationsoft or its licensors. The other party only acquires a non-exclusive and non-transferable right of use to the software as described in the agreement. The other party shall only use the software for the purpose and within the framework of the agreement.
2. The other party acknowledges the intellectual property rights and refrains from reproducing and/or disclosing and/or distributing them and/or using them for its own purposes, including but not limited to the software and related other materials, unless such is permitted in writing by Innovationsoft and/or results from the nature or purpose of the agreement with Innovationsoft.
3. All documents delivered by Innovationsoft, such as -but not only- (digital) reports, advice, templates, designs, software, applications, image and sound material etc, in fulfilment of the order are, hereby become and/or remain the property of Innovationsoft. After termination of the agreement the other party is obliged to remove or have removed the aforementioned items from its website and return them to Innovationsoft.
4. Innovationsoft reserves the right to use the knowledge gathered for the execution of the work for all purposes, as long as no confidential information of the other party is disclosed to third parties.
5. The other party indemnifies Innovationsoft against all claims by third parties in respect of intellectual property rights relating to the publication of texts, images or other data provided to Innovationsoft by or on behalf of the other party. It is hereby stipulated between the parties that digital images of third-party networks do not belong to the other party, subject to proof to the contrary by the other party.

10. Duration and termination of the agreement

1. The agreement is entered into for an indefinite period, unless the parties have expressly agreed otherwise in writing.
2. A fixed-term contract cannot be terminated early.
3. A fixed-term contract is always automatically renewed for the same period after expiry of the period stated in the contract, unless notice of termination is given by registered mail by the end of the (extended) contract period and subject to two months’ notice.
4. If the other party has failed to pay an invoice, on time or in full, the following shall apply. Innovationsoft will in that case issue a notice of default. If this payment reminder is not complied with, Innovationsoft shall be entitled to block all access to the products and/or services it has provided. If the other party subsequently pays all its outstanding debts and an amount of EUR 250,- for handling and administration costs, within two weeks from the blockade, the blockade will be lifted. If the other party has not paid in full and on time the outstanding amount, then Innovationsoft shall be entitled to dissolve (ontbinden), terminate (opzeggen) and/or suspend the agreement with the other party in full or in part (at Innovationsoft’s discretion).
5. In the following cases, the other party shall be in default by operation of law and Glen Dimplex shall be entitled, without further notice of default and without judicial intervention, to rescind, terminate and/or suspend its obligations under the Contract in whole or in part, at its discretion: (i) late payment of three invoices (whereby they need not be consecutive), (ii) application for or grant of suspension of payment, to declare bankruptcy or the application of the debt rescheduling scheme, (iii) liquidation of (part of) the company, discontinuation of the company, or dissolution of the company, (iv) sale of a material part of the assets (v) death of the other party or (vi) attachment of the other party and this attachment is not lifted within 30 days or (vii) if there is a late payment and the other party has previously had a blockage as referred to in article 10.4 or if these circumstances occur, the other party is obliged to immediately notify Innovationsoft in writing and.
6. In the cases mentioned as in articles 10.4 and 10.5, any claim that Innovationsoft has or will acquire against the other party is immediately and fully due and payable.
7. Upon termination of the agreement, on any basis whatsoever, the other party shall immediately cease and desist the use of the software/application(s). Also, after termination of the agreement, the other party and employees of the other party will no longer have access to the software/application(s) and its data. The other party is not entitled to a refund of any fees already paid or due.
8. Per the end date of the agreement, the right to use the software and/or application expires.
9. Until 14 days prior to the termination of the agreement the other party may request Innovationsoft, upon payment of a reasonable fee to be determined by Innovationsoft, to send it the ‘export’ data of the other party digitally. In that case the other party shall grant Innovationsoft access to the data. This article 10.9 does not apply if only a so-called pilot project or other type of test is run.
10. Upon termination of the agreement, Innovationsoft shall be entitled to delete all data of the other party in its entirety, unless the parties have entered into a further agreement regarding the data or Innovationsoft is obliged to retain the data pursuant to laws or regulations.

11. Unlawful use

1. The other party is not allowed to use the service(s), or allow it to be used, consciously or unconsciously, for actions or conduct that contravenes Dutch law, the agreement, these general terms and conditions and, in general, the standards of decency and reasonableness and fairness appropriate to internet traffic, including but not limited to the following actions and conduct:
   • infringing property rights of third party(ies) or acting unlawfully towards third party(ies);
   • disclosing or distributing child pornography;
   • being guilty of disseminating information that discriminates against appearance, race, religion, gender, culture, origin or any other form of discrimination; and/or
   • performing, cooperating in or allowing hacks or DDOS attacks.
2. In the cases referred to in article Innovationsoft is entitled without prior notice to the other party to suspend all its obligations towards the other party and to give reasonable instructions to the other party. The other party is obliged to give effect to the reasonable instructions within a reasonable term or the term set by Innovationsoft for that purpose. If the other party fails to implement the instructions in time and in full, Innovationsoft shall be entitled to terminate or dissolve the agreement with immediate effect, without becoming liable on any basis whatsoever, such as but not limited to any damage the other party suffers or will suffer. Innovationsoft retains this right of immediate termination or dissolution also without giving instructions to the other party and/or suspending the service(s) to it.
3. Without prejudice to the foregoing, Innovationsoft shall at all times have the right, without prior notice, to remove from its systems any information that is reasonably determined to infringe the rights of third parties or to be unlawful towards third parties.

1. Payment

1. Payment must be made within the date stated on the invoice or within 14 days of the invoice date in a manner indicated by Innovationsoft. The payment term is a deadline.
2. After expiry of the payment term, the other party shall be in default, without further notice of default being required; the other party shall owe interest of 1.5% per month on the amount due from the moment of default, unless the statutory commercial interest rate (wettelijke handelsrente) is higher, in which case the statutory commercial interest rate shall apply.
3. Payments made by the counterparty shall always serve to settle all interest and costs due and subsequently due and payable invoices that have been outstanding the longest. This also applies if the counterparty indicates that the payment relates to a later invoice.
4. If the other party is in default, Innovationsoft has the right to temporarily suspend access to the software and/or application(s) or to suspend the use of the software/application until the other party has fulfilled its obligations arising from these general terms and conditions and the agreement concluded between the parties. In this context, Innovationsoft can never be held liable on any basis whatsoever as a result of the suspension of the use of the software and/or application(s).

13. Collection costs

If the other party is in default of fulfilling one or more of its obligations, all reasonable costs for obtaining payment in or out of court shall be borne by the other party. The extrajudicial costs amount to at least 15% of the invoice amount with a minimum of EUR 450.00 (excluding VAT).

14. Domain names

1. If Innovationsoft acts as an intermediary for the other party in obtaining a domain name, this article 14 applies in addition to the other articles in these general terms and conditions.
2. The application and use of a domain name are also subject to the rules and procedures of the bodies responsible for the registration of domain names, including but not limited to The Internet Domain Registration Foundation of the Netherlands. The body responsible for the registration of domain names decides on the final granting of the domain name. Innovationsoft has only a mediating role in this procedure and does not guarantee that an application will be honoured.
3. The registration of the domain name takes place in the name of the other party. The other party is fully responsible for the use of the domain name. The other party indemnifies Innovationsoft against any claims by third parties in connection with the registration and use of the domain name.
4. If a domain name is leased by the other party through Innovationsoft, Innovationsoft shall, if the other party is in default with its payment obligations, be entitled to immediately suspend, terminate and/or dissolve the entire obligation between Innovationsoft and the other party with regard to the use and lease of the domain name. If a domain name is purchased by the other party through Innovationsoft, the vendor retains ownership of the domain name until the compensation due for it has been paid in full.
5. If Innovationsoft leases or sells to the other party a domain name with website that it owns, articles 14.6 until 14.9 shall apply.
6. The registration of the domain name with website takes place in the name of the other party. The other party is fully responsible for the use of the domain name and website. The other party indemnifies Innovationsoft against any claims by third parties in connection with the registration and use of the domain name and website.
7. If a domain name with website owned by Innovationsoft is leased from Innovationsoft by the other party, Innovationsoft shall, if the other party is in default of its payment obligations, be entitled to immediately terminate the use and lease of the domain name and website.
8. Any changes in the design and texts of the websites associated with the domain name shall become the property of Innovationsoft after termination of the lease agreement between Innovationsoft and the other party. In that case, Innovationsoft shall therefore be entitled to use the relevant changes.
9. If a domain name is purchased from Innovationsoft by the other party, Innovationsoft retains ownership of the domain name until the compensation due for it has been paid in full.

1. Complaints

1. Complaints shall mean: an appeal by the other party to the fact that (i) the services provided by Innovationsoft do not comply with the agreement concluded or (ii) Innovationsoft has failed in the performance of one or more of its obligations or (iii) another similar appeal by the other party.
2. The other party is obliged to verify the services provided by Innovationsoft for shortcomings, including the operation of the software and applications provided by Innovationsoft.
3. If the items referred to in paragraph 2 are (to be) installed by Innovationsoft before the software and applications can be put into use, the other party is obliged to carry out the verification referred to in paragraph 2: immediately after the installation has been completed as well as in any case within 72 hours thereafter.
4. The other party is obliged to notify Innovationsoft of any complaints regarding defects within 72 hours, clearly describing the defects or complaints. If a complaints as referred to in the first sentence is submitted after the 72-hour period has expired, all rights of the other party shall lapse.
5. The other party shall not be entitled to suspend or set off obligations.
6. In case of a justified complaint, Innovationsoft shall only be obliged to provide comparable (new) services or to credit the invoice with a refund of the purchase price, at Innovationsoft’s discretion.

16. Liability

1. In case Innovationsoft is liable to the other party on any basis whatsoever, Innovationsoft’s liability is limited in accordance with the provisions of this article.
2. Innovationsoft’s total liability based on the agreement between the other party and Innovationsoft is capped at EUR 20,000 (ex VAT).
3. In any case, Innovationsoft shall not be liable in the following cases:
   • Innovationsoft shall never be liable for damage of the other party or third parties resulting, directly or indirectly, from advice given orally or in writing by or on behalf of Innovationsoft, instructions given by or on behalf of Innovationsoft, examinations and control of activities or resulting from failure to take precautionary measures or failure to take such measures properly or on time by Innovationsoft or its managers;
   • in case of verbal information provided by or on behalf of Innovationsoft, Innovationsoft shall never be liable for damage resulting from misunderstandings or incorrect information;
   • Innovationsoft shall never be liable for damage arising from designs and drawings produced by or on behalf of Innovationsoft;
   • Innovationsoft shall never be liable for damages incurred as a result of work performed by third parties;
   • Innovationsoft shall never be liable for damage incurred by the other party or third parties as a result of bugs, error messages and/or malfunctions that arise after the other party has put an application, system, website into use or if there was an update;
   • Innovationsoft shall never be liable for damage incurred by the other party as a result of Innovationsoft’s failure to achieve (indicatively) stated future expected increases in turnover as a result of the work performed by Innovationsoft or third parties for the other party; and/or
   • Innovationsoft shall never be liable for indirect damage, including but not limited to trading loss, loss of turnover, loss of profit, reduced goodwill, consequential damage, damage caused to other goods or persons, and/or immaterial damage.
4. The other party indemnifies Innovationsoft, as well as the third party or parties engaged by it, against any claims by third parties for compensation for damage resulting from the use or application of the delivered goods, services and/or performance(s). Should a third party nevertheless hold Innovationsoft liable, the Other Party shall reimburse Innovationsoft in full for all related costs.
5. If Innovationsoft fails to fulfil one or more obligations arising from the agreement or these terms and conditions, or fails to do so on time or properly, the other party shall, on penalty of forfeiting its rights, involve Innovationsoft in court, at the latest within one (1) year after the other party became aware or should have become aware of the damage that has occurred.

17. Force majeure

1. In case of force majeure Innovationsoft is not liable. In these general terms and conditions force majeure means, in addition to what is understood in this respect in the law and jurisprudence, all external causes, foreseen or unforeseen, on which Innovationsoft cannot exert influence, but which, however, prevent Innovationsoft from fulfilling its obligations. Force majeure includes in any case:
   • strike;
   • excessive staff absenteeism;
   • a (temporary) shortage of staff;
   • failure(s) on the part of supplier(s);
   • fire;
   • exceptional weather conditions;
   • sabotage;
   • government measures (both national and international);
   • operational and/or technical failures within the other party or at external parties engaged by Innovationsoft;
   • hacks or similar situations in which third parties gain unlawful access to Innovationsoft’s software and/or hardware or cause damage to it or render it (fully or partially) inoperative;
   • lack of sufficient data at Innovationsoft’s discretion;
   • the provision of information that is incorrect, incomplete or misleading;
   • lack of sufficient cooperation by the other party to achieve the objectives of the agreement; and/or
   • epidemics and/or pandemics.
2. If Innovationsoft was unable to comply on time and/or properly due to force majeure, Innovationsoft shall be entitled to execute the agreement at a later date. If from the moment that the force majeure situation started three months have passed, Innovationsoft shall be entitled dissolve or cancel the agreement, entirely or partly (at its own choice), without being obliged to pay any damages to the other party. Innovationsoft shall in that case be obliged to immediately notify the other party.
3. If Innovationsoft can meet and/or has met part of its obligations when the force majeure occurs, it shall be entitled to separately invoice the part already performed or executable. In that case the other party is obliged to pay this invoice as if it were a separate agreement.

18. Responsibility other party

1. The other party, including all third parties engaged by the other party, is fully responsible for the accuracy of the data, texts, images or other data, information and documents provided by it to Innovationsoft.
2. If Innovationsoft provides usernames and/or passwords to the other party, the other party is responsible for these usernames and/or passwords. The other party is fully liable for which persons receive these data and therefore also for any unlawful use of the usernames and/or passwords.
3. The other party cannot and is not entitled to grant access to Innovationsoft’s services to a third party that directly or indirectly has an interest in or is employed by a third party that carries out activities that are equal, comparable and/or competitive to Innovationsoft’s activities. In case of violation of this article 0 the other party immediately forfeits, without notice of default being necessary, a fine of EUR 10,000, in addition to any damages.
4. Texts, images or other data, documents or information compiled by Innovationsoft on behalf of the other party shall be deemed to have been accepted by the other party, unless desired changes are communicated in writing within a period of fourteen (14) days after publication.
5. The other party guarantees at all times that the material provided by it to Innovationsoft does not infringe any third-party rights, including intellectual property rights and/or privacy rights.
6. The other party is always obliged to timely provide all cooperation, data and information necessary or useful for the performance of the agreed services by Innovationsoft.
7. In any case, the other party will change the passwords in respect of the software/application(s) every month.

1. Implementation of agreement

1. Insofar as agreed between parties, Innovationsoft shall provide a daily back-up of the data and documents entered by the other party in the software/application. This backup will then only be made for internal security reasons at the other party and to guarantee the availability of the application, for instance in case of calamities, such as a major power failure or fire.
2. To the extent agreed between the parties, Innovationsoft will ensure that the data entered into the application by the other party are secured against loss, theft, unauthorised access and modification in accordance with the Security Protocol, as included in Annex II to the processor agreement.

2. Privacy personal data and processing personal data

1. Where Innovationsoft qualifies as a processor within the meaning of the General Data Protection Regulation (GDPR), the processor agreement shall apply as attached in Annex 1.
2. The other party warrants to Innovationsoft and its subcontractors that those involved in data processing within the meaning of the GDPR have given their consent for the intended processing of personal data, or that they can otherwise be lawfully processed as provided for in article 6 and/or 9 GDPR. By entering into the agreement, Innovationsoft is deemed to be instructed to carry out those data processing operations that are reasonably required for proper performance of the agreement. Otherwise, Innovationsoft shall only process personal data in accordance with the instructions of the other party.
3. By entering into the agreement, the employees of Innovationsoft as well as Innovationsoft- affiliated third parties involved in the execution of the agreement are authorised to process the personal data within the framework of the agreement on behalf of Innovationsoft. In that context, Innovationsoft will ensure that appropriate confidentiality agreements are in place with these employees and affiliated third parties.
4. Innovationsoft will, in its capacity as processor, comply with the obligations arising from relevant laws and regulations, including the GDPR. More specifically, it will ensure that reasonable technical and organisational measures are taken to protect personal data.
5. If an unexpected personal data breach (“data leak”) within the meaning of the GDPR occurs, Innovationsoft shall provide all cooperation reasonably required of it to enable the other party to comply with its reporting obligation. In turn, the other party shall provide Innovationsoft with all cooperation reasonably required from it to limit or repair the consequences of a data breach and to prevent a future data breach. In that context Innovationsoft may in any case require the other party to cooperate in an immediate reset of passwords, the tightening of existing security measures and the introduction of new security measures.
6. The other party shall indemnify Innovationsoft against all third-party claims relating to the agreement between Innovationsoft and the other party and/or the data processed by the other party in the context of the agreement that may be brought against Innovationsoft due to a violation of the GDPR and/or other relevant data protection laws and regulations that cannot be attributed to Innovationsoft.

1. Applicable law and competent court

1. All agreements between Innovationsoft and the other, including but not limited to the choice of forum in article 0, party shall be governed by Dutch law. Terms included in these terms and conditions and/or other agreements refer to Dutch legal concepts, in which case the explanation and interpretation of those concepts shall be in line with such Dutch legal concept.
2. The competent court in Almelo shall have exclusive jurisdiction to hear all disputes that may arise from any agreement, or the performance of any agreement, between Innovationsoft and the other party, as well as all disputes in connection with these general terms and conditions, unless another court would have jurisdiction under a provision of mandatory law.

PROCESSOR AGREEMENT

This Processor Agreement applies where Innovationsoft qualifies as a processor within the meaning of the General Data Protection Regulation (GPDR). Innovationsoft is hereinafter also referred to as Processor and the other party or client as Controller. This processor agreement (the Processor Agreement) forms an integral part of the arrangements between the Parties as agreed in the agreement between the two parties (the Agreement).

This Processor Agreement only applies to personal data of organisations based within the EEA.

1. Purposes of processing

1. Processor undertakes to process personal data on behalf of the Controller under the terms of this Processor Agreement. Processing will only take place as agreed in the contract between the Processor and the Controller, plus those purposes reasonably related thereto or determined by further agreement.
2. The personal data processed by Processor in the context of the activities referred to in the previous paragraph and the categories of data subjects from whom they originate are set out in Annex I.
3. Processor shall not process the personal data for any purpose other than as determined by Controller. Controller shall inform Processor of the processing purposes to the extent they are not already mentioned in this Processor Agreement.
4. The personal data to be processed on behalf of Controller shall remain the property of the Controller and/or the relevant data subjects.

2. Obligations of processor

1. In respect of the processing mentioned in Article 1, Processor shall ensure compliance with the GDPR.
2. Processor shall inform Controller, upon its first request to do so, about the measures taken by it regarding its obligations under this Processor Agreement.
3. The obligations of the Processor arising from this Processor Agreement also apply to those who process personal data under the authority of Processor, including but not limited to employees, in the broadest sense.
4. The Processor shall immediately notify the Processor if, in its opinion, an instruction of the Processor violates the legislation referred to in paragraph 1.
5. Processor shall, to the extent within its power, reasonably assist Controller regarding a data protection impact assessments (DPIAs) within the scope of the agreement. The time spent in this regard shall be at the expense and risk of Controller and shall be charged by Processor to Controller.

3. Transfer of personal data

1. Processor may process personal data in countries within the EEA. Transfers to countries outside the EEA are not permitted, subject to Controller r’s consent.
2. Processor shall notify Controller of the country or countries concerned.
3. This article Fout! Verwijzingsbron niet gevonden. does not apply to organisations with b ranches outside the EEA.

4.  Division of responsibility

1. The authorised processing operations will be carried out by employees of Processor within an automated environment.
2. Processor is solely responsible for the processing of the personal data under this Processor Agreement, in accordance with the Controller’s instructions and under the express (ultimate) responsibility of the Controller. For other processing of personal data, including in any case, but not limited to, the collection of the personal data by the Controller, processing for purposes not notified to the Processor by the Controller, processing by third parties and/or for other purposes, the Processor is explicitly not responsible.
3. Controller warrants that the content, use and commissioning of the personal data processing operations (including but not limited to the personal data itself) referred to in this Processor Agreement are not unlawful and do not infringe any rights of third parties.

5. Engagement of third parties or subcontractors

1. Processor is entitled to contract third parties in the context and for the execution of this Processor Agreement and will provide a list of third parties (sub-processors) to Controller upon request.
2. Processor shall in any case ensure that these third parties assume in writing at least the same duties as agreed between Processor and Controller.
3. Processor guarantees correct compliance with the obligations under this Processor Agreement by these third parties and, in case of errors by these third parties, is itself liable for all damages as if it had committed the error(s) itself.
4. In case of changes of sub-processors, the Processor offers the Controller the opportunity to object. If the Controller ultimately does not consent to the change, the Processor has the right to terminate the Contract with immediate effect and without having to pay any (compensation).

6. Security

1. Processor shall take appropriate technical and organisational measures in relation to the processing of personal data to be performed, against loss or against any form of unlawful processing (such as unauthorised access, deterioration, modification or disclosure of the personal data).
2. In any case, Processor has taken the measures mentioned in the security protocol attached as Annex II to this Processor Agreement (the Security Protocol). Processor may unilaterally amend the Security Protocol at any time. It shall inform Processor of any adjustments.
3. In the absence of an explicitly defined security in the Processor Agreement, Processor shall make every effort to ensure that the security meets a level that is not unreasonable, given the state of the art, the sensitivity of the personal data and the costs associated with implementing the security.
4. Controller shall only make personal data available to Processor for processing if it has satisfied itself that the required security measures are in place.

7. Duty to report

Controller is responsible at all times for reporting a security breach and/or data leak (which is understood to mean: a breach of personal data security that leads to a risk of adverse consequences, or has adverse consequences, for the protection of personal data as referred to in the GDPR) to the national authority and/or data subjects. To enable Controller to comply with this legal obligation, Processor shall notify the Controller of the security breach and/or data leak within 48 hours after the leak has become known to it.

The obligation of the Processor to notify the Controller shall in any case include the notification of the fact that a data breach has occurred. In addition, the notification will include the following:

• the nature of the personal data breach, specifying where possible the categories of data subjects and personal data records concerned and, approximately, the number of data subjects and personal data records concerned;

• the name and contact details of the data protection officer or other contact point where more information can be obtained;

• the likely consequences of the personal data breach;

the measures proposed or taken by the Processor to address the personal data breach, including, where appropriate, measures to mitigate any adverse effects thereof.

8. Handling request from data subjects

In case a data subject makes a request to Processor to exercise his/her legal rights, Processor shall forward the request to Controller, and Controller shall further process the request. Processor may notify the data subject accordingly. Processor will provide its reasonable assistance to Controller in relation to the request.

9. Secrecy and confidentiality

1. Processor shall keep confidential all personal data it processes under this Processor Agreement. Processor shall not use this information for any other purpose and share it with third parties other than the purpose for which it obtained it.
2. This duty of confidentiality does not apply to the extent that Controller has given its consent to provide the information to third parties, if the provision of the information to third parties is logically necessary given the nature of the assignment provided and the performance of this Processor Agreement, or if there is a legal obligation to provide the information to a third party.
3. The persons having access to the personal data have undertaken to maintain confidentiality or are bound to confidentiality by an appropriate legal obligation.

10. Audit

1. Processor hereby grants Controller the right to have an audit performed by an independent third party bound by confidentiality to verify compliance with the provisions of this Processor Agreement or Processor shall provide Controller with a third-party communication that can be used to assume that Processor is acting in accordance with the provisions of this Processor Agreement.
2. A request for an audit must be made in in writing including substantiation of what it wishes to have investigated.
3. This audit may take place once a year as well as in case of a concrete suspicion of misuse of personal data.
4. Processor shall cooperate with the audit and provide all information reasonably relevant to the audit, including supporting data such as system logs, and employees as timely as possible.
5. The findings resulting from the audit conducted will be reviewed by Processor and may, at Processor’s discretion and in the manner determined by Processor, be implemented by Processor.
6. The cost of the audit shall be borne by Controller.

11. Liability

1. Processor’s liability provision from the Agreement shall also apply to the Processor Agreement.
2. Any claim for damages by Processor against Processor that is not specified and explicitly reported shall expire by the mere lapse of twelve (12) months after the claim arose.

12. Duration and termination

1. This Processor Agreement shall apply until such time as the Processor ceases to process personal data on behalf of the Controller.
2. Once the Processor Agreement has been terminated, for whatever reason and in whatever manner, Processor shall – at Processor’s option – return to Controller all personal data held by it in original or copy form, and/or remove and/or destroy such personal data and any copies thereof. The foregoing with the exception of the personal data of which Processor must retain it in order to comply with statutory (retention) obligations.
3. Processor is entitled to revise this Processor Agreement from time to time. It shall give at least three months’ notice of the amendments to Controller. Processor may terminate by the end of these three months if it cannot agree to the changes. Otherwise, the changes shall be deemed to be approved by Controller.

13. Applicable law and dispute resolution

1. The Processor Agreement , including but not limited to the choice of forum in article 0, party shall be governed by Dutch law. Terms included in these terms and conditions and/or other agreements refer to Dutch legal concepts, in which case the explanation and interpretation of those concepts shall be in line with such Dutch legal concept.
2. All disputes that may arise between the Parties in connection with the Processor Agreement shall be submitted to the competent court for the district in which Processor has its registered office.

ANNEX I – PERSONAL DATA

1. Specification of personal data and data subjects

1. Processor may process the following personal data, depending on the information stored by the Controller. This includes the following personal data: name, address, email address, gender, language, date of birth, place of birth, country of birth, phone number, mobile number, measurements, spouse (if applicable), department, location, employment details, and employee number. The Controller will not provide any other personal data to the Processor.
2. The Controller is solely responsible for which personal data is processed on its behalf by the Processor.
3. The Processor does not verify which (personal) data is being processed within client environments. Therefore, the Processor assumes by default that it acts as a processor of the category of standard personal data as outlined in Article 1.1 above and has implemented control measures accordingly.
4. The Controller guarantees that only personal data lawfully obtained by the Controller and authorized to be shared with the Processor will be processed. For all processing activities where required, the Processor has conducted a data protection impact assessment (DPIA).
5. If the Controller instructs the Processor to process citizen service numbers or special categories of personal data (such as race/ethnic origin, health data, religious/philosophical beliefs, non-conforming sexual orientation, political opinions/preferences, sexual orientation/behaviour, trade union membership, legal data, or genetic/biometric data), and requires specific control measures for such data, this must be explicitly communicated to the Processor in writing by the Controller. In such cases, the Processor must also provide the legal basis on which the personal data is processed, along with a justification for that legal basis.
6. The Controller must provide any special categories of personal data, along with any applicable specific control measures, in a “Personal Data Register” that complies with the requirements set out in the GDPR.
7. The Controller is also responsible for keeping the submitted “Personal Data Register” up to date.
8. If the Processor does not receive a “Personal Data Register” with any applicable additional control measures from the Controller, it will be assumed that no special categories of personal data are being processed, or only standard personal data, and that the standard control measures are sufficient for the purpose of the Agreement.
9. The Controller guarantees that the categories of data subjects described in this Annex 1 are complete and accurate, and indemnifies the Processor against any defects or claims resulting from an incorrect representation by the Controller.

ANNEX II – SECURITY PROTOCOL

SECURITY PROTOCOL – Version January 2022

Security and risk reduction

1. How does Innovationsoft create a reliable and secure platform?

Innovationsoft’s clients rely on dependable and secure software. Many of them depend on Innovationsoft for critical components of their own service delivery. To meet this trust, Innovationsoft has implemented a wide range of measures. This document outlines those measures.

Creating a reliable and secure environment for our software solutions involves much more than just technical infrastructure. It includes elements like a redundant network, high-quality equipment, and software security. However, these technical provisions are only part of what is needed for a reliable and secure solution. Personnel and organizational measures are also essential, such as having a strong information security policy and investing in knowledge and expertise.

Many of these measures—whether technical, personnel-related, or organizational—are internal. While clients do see the results of these measures (e.g., the application being

available online), they do not see the measures themselves. The purpose of this document is to make these efforts visible and to demonstrate how Innovationsoft delivers secure and reliable software. For clarity, this document highlights only the most important measures.

2. Data and Data Centers

Innovationsoft hosts its data in a reputable data center. This partner is dedicated to providing a secure and reliable environment for equipment. All critical components of this data

center—including connectivity, power supply, and cooling—are redundant. This means maintenance or failure of any component does not jeopardize service continuity. The data center is ISO 27001 certified, meeting very high security standards as of [DATE].

A strict access policy is in place at the data center. Only authorized data center staff have access to the equipment. Unauthorized individuals cannot gain access.

3. Back-up

Innovationsoft’s servers are hosted by TransIP and are distributed across two locations: Amsterdam and Delft. Back-ups are made every 4 hours and retained for 2 days. In addition, daily back-ups are created and transferred to N-able Netherlands, where they are stored for 1 month. Back-up success is verified daily, and monthly restore tests are conducted by Innovationsoft to ensure data recovery is possible in the event of a disaster.

4. Personnel and Expertise

Maintaining and further developing our software requires a high level of expertise and skill. Innovationsoft ensures this by continuously investing in its staff. Employees regularly participate in external courses and training programs.

5. Information Security

Information is one of the most valuable assets an organization possesses—for both Innovationsoft and its clients. Innovationsoft implements a variety of technical measures to protect client and company information. However, technical solutions alone are not enough.

Proper handling of information by staff is equally critical. Below are examples of both technical and organizational security measures:

• Workstations and other equipment are protected with access passwords.
• Innovationsoft only makes changes to the software environment and/or client data after verifying the identity and authorization of the requester.
• Employees have signed a confidentiality agreement covering company information.
• Employees do not access client data stored on servers or in software unless necessary for their role within Innovationsoft.
• Each client has their own dedicated database with a secure connection.Brute force attacks are blocked permanently by the firewall.Applications are FA2 supported.
• Passwords are stored in encrypted form (Bcrypt, SHA512).
• Hosting servers can only be modified within Innovationsoft.
• Our servers are equipped with a firewall, antivirus, and anti-spam filters.
• Endpoints of our applications are secured with OAuth 2.0.
• All third-party frameworks and software used fall under Long-Term Support (LTS).

6. Login

Innovationsoft has developed an online portal for client access. Users are responsible for securing their login with a unique username and a strong password. We recommend changing passwords regularly.

7. Secure Connections

Online applications are secured using TLS, with the strongest available cipher suites and protocols.

8. Organizational Security

Innovationsoft has grown into a stable company capable of withstanding challenges.

Regardless of this stability, we’ve built in a safety net. Innovationsoft has placed its entire infrastructure and software under a separate legal entity. Should Innovationsoft ever face

bankruptcy for any reason, the infrastructure, software, and client data remain protected and are not part of the bankruptcy estate.

9. Help and Support

If you have concerns or need assistance, we are available on weekdays from 9:00 AM to 5:00 PM via phone and email. Urgent matters are addressed as quickly as possible. If we cannot resolve an issue internally, we consult with our external partners under an existing SLA. For emergencies during the weekend, we are available via email and the emergency phone numbers shared with our clients.