GENERAL TERMS AND CONDITIONS

MARKETPHASE

Version 1.0 – October 12 th, 2020

These General Terms and Conditions apply to every offer or proposal submitted by Marketphase
in respect of its Services and form an integral part of every Agreement between Marketphase and
the Client. Provisions or terms and conditions stipulated by the Client which differ from or do not
appear in these General Terms and Conditions will only be binding upon Marketphase if and to the
extent that they have been explicitly accepted by Marketphase in writing.

MODULE A – GENERAL

MODULE B – DELIVERY OF SOFTWARE-AS-A-SERVICE

MODULE A – GENERAL

ARTICLE 1. DEFINITIONS

The terms spelled with capital letters in these General Terms and Conditions are defined as follows.

1.1 Agreement: any agreement between the Client and Marketphase under which
Marketphase supplies Services to the Client.
1.2 Client: the natural person or legal entity with whom Marketphase has entered into an
Agreement.
1.3 Customisation: the (supplementary) modules developed specifically for the Client for the
use of the Software and which form part of the Software.
1.4 End User(s): the natural person who has obtained access to the Software and uses the
functionalities of the Software under the Client’s responsibility.
1.5 General Terms and Conditions: the provisions set out in this document.
1.6 Intellectual Property Rights: all intellectual property rights and related rights, including but
not limited to copyrights, database rights, domain names, trade name rights, trademark
rights, design rights, neighbouring rights, patent rights, as well as rights to knowhow.
1.7 Licence the non-exclusive, non-transferable and non-sublicensable right of use that has
been granted by Marketphase to the Client.
1.8 Maintenance: all Services to be performed by Marketphase intended to lead to lasting
optimal operation of the Software and releasing of Updates with regard to the Software,
including but not limited to installing those Updates.
1.9 Major Updates: systematic modifications and upgrades of the Software in connection with
adding functionalities.
1.10 Marketphase: Marketphase, established at Atoomweg 2h in Groningen and registered with
the Chamber of Commerce under number 77685830.
1.11 Minor Updates: modifications and updates in the Software in connection with bug fixing,
improving the functionality and/or correcting errors.
1.12 Module: a module of these General Terms and Conditions containing provisions relating to
a specific area of activity.
1.13 Parties: Marketphase and the Client jointly.
1.14 SaaS: the software-as-a-service of Marketphase, in which connection Marketphase grants
access to the Client. Available in Marketphase’s cloud environment.
1.15 Services: the service(s) that Marketphase will perform for the Client, including but not
limited to providing access to the SaaS.
1.16 SLA: the Service Level Agreement concluded separately between Marketphase and the
Client in which the agreements on the level, the quality and the method of solving problems
with regard to the Services are set out.
1.17 Starting Date: the date on which the Agreement becomes effective and on which the
delivery of the service commences.
1.18 Support: all actions to be performed by Marketphase in connection with supporting the
communication between the Parties and the performance of the Software, including but
not limited to answering the Client’s questions concerning the operation of the Software.
1.19 Updates: the Major Updates and Minor Updates jointly.

ARTICLE 2. APPLICABILITY AND ORDER OF PRIORITY

2.1 The specific Modules are applicable if the Services requested or offered are within the
scope of application described in the Module. Where a specific module applies, it prevails
over Module A.
2.2 The definitions as described in Article 1 apply to all Modules of these General Terms and
Conditions, unless a meaning is assigned elsewhere in the Agreement and/or General
Terms and Conditions.
2.3 In the event of a conflict between the provisions of the Agreement, the General Terms and
Conditions or appendices thereto, the following order of priority will apply:
a. the Agreement
b. any processor’s agreement that has been concluded;
c. any appendices (including the data processing agreement);
d. these General Terms and Conditions.

ARTICLE 3. PROPOSALS AND FORMATION OF AGREEMENT

3.1 The Agreement is formed by the written acceptance of the proposal or the offer by the
Client.
3.2 If the Client does not explicitly Marketphase that it agrees to the proposal or the offer, but
nevertheless agrees to Marketphase carrying out work that falls within the scope of the
description of Services, or gives rise to that impression, the proposal shall be deemed to be
accepted. The same applies if the Client requests Marketphase to carry out certain work,
without waiting for a formal proposal to be made.
3.3 Proposals of Marketphase are non-binding and are valid for the term stated in the proposal.
If no term is stated, the proposal shall be valid until thirty (30) days after the date on which
the proposal is issued.
3.4 If the information provided by the Client at the time of the application for the Agreement
turns out to be incorrect and/or incomplete, Marketphase has the right to adjust the prices
accordingly.
3.5 The Agreement commences as of the time when notification of the acceptance by the
Client is received by Marketphase and/or the Services have been technically delivered to
the Client (“the Starting Date”), unless a different Starting Date has been agreed in writing.

ARTICLE 4. PERFORMANCE OF THE AGREEMENT

4.1 Marketphase will perform the Agreement upon formation to the best of its ability and with
due care and professional competence, in accordance with the proposal.
4.2 The delivery periods stated by Marketphase are always Marketphasetive and shall in no
case constitute final deadlines.
4.3 If and where required for the proper performance of the Agreement, Marketphase is
authorised to have certain activities performed by third parties. Any unforeseen additional
costs relating to the above will only be borne by the Client if this has been agreed upon in
writing in advance. These General Terms and Conditions also apply to the activities
performed by third parties within the framework of the Agreement.
4.4 Any changes to the Agreement, either at the request of the Client or as a result of the fact
that an alternative performance is required, regardless of the circumstance causing this,
will be considered to be contract extras if they involve additional costs. These contract
extras will be invoiced to the Client accordingly.

ARTICLE 5. OBLIGATIONS OF THE CLIENT

5.1 The Client is obliged to do and refrain from doing everything that is reasonably required
and desired to facilitate the correct and timely performance of the Agreement. In
particular, the Client shall ensure that all information, of which Marketphase that it is
required or with regard to which the Client can reasonably understand that it is required
for the provision of the Services, is made available to Marketphase in time. The period
within which Marketphase is required to perform the Agreement will not commence until
all the data that Marketphase has requested and requires have been received.
5.2 If the Client knows or can assume that Marketphase will need to take additional or other
measures to comply with its obligations, the Client will inform Marketphase thereof
without delay.
5.3 The Client shall grant Marketphase access to all locations, services and accounts under its
management that Marketphase reasonably requires in order to provide the Services. In
special cases it can be agreed that the Client itself enters the necessary data or itself
modifies these services or accounts.
5.4 The Client shall designate a permanent contact person and provide the latter’s contact
details to Marketphase. The contact person shall act as focal point for consultation
concerning all aspects of the Agreement.
5.5 Marketphase shall always be informed without delay of any changes of the contact persons
or the contact details that are relevant for the performance of the Agreement.
5.6 The Client itself shall be responsible for checking the data that is entered by the Client by
means of the Services. This check shall include – but not be limited to – checking the quality,
accuracy, readability and completeness. Marketphase shall never be liable for loss or
damage due to data supplied incorrectly or incompletely or incorrectly processed data as
a result thereof.
5.7 Supplying the data that has been stored by the Client via the Services takes place in full at
the Client’s own risk. Marketphase is in no case obliged to provide support for exporting or
supplying the data.

ARTICLE 6. PROVISION OF MAINTENANCE, UPDATES AND CUSTOMISATION

6.1 If separately agreed by means of an SLA, Marketphase will provide Maintenance to the
Client for the proper operation of the Software. Maintenance is expressly not understood
to include maintaining the hardware and/or infrastructure on which the Software has been
installed. A fee is payable for Maintenance as agreed in the Agreement.
6.2 Marketphase has the right to adapt the Software, in its entirety or in part, in order to
improve its functionality and/or to correct errors. From time to time, Marketphase will
therefore issue Minor Updates that can rectify errors or improve the operation of the
Software. No separately agreed SLA is required in order to obtain Minor Updates.
6.3 If separately agreed by means of an SLA, Marketphase will from time to time issue Major
Updates that implement systematic modifications and upgrades of the Software in
connection with the addition of functionalities.
6.4 For issuing Updates, Marketphase depends on obtaining access to the environment of the
Client. If the environment is protected, Updates will not be issued to the Client, unless
separately agreed by means of an SLA.
6.5 Marketphase may be dependent on its supplier(s) in carrying out Updates. Marketphase is
entitled not to install certain corrections or updates it if believes installing such corrections
or updates will not benefit the correct operation of the Software.
6.6 Marketphase is entitled to stop providing (components of) the Software with Updates or
maintenance.
6.7 The Client can request Marketphase to add modifications and new functionality to the
Software. Marketphase is however at all times entitled to refuse such a request for any
reason whatsoever.
6.8 If the modifications and/or new functionalities as referred to in the preceding section are
developed specifically for the Client, those modifications and/or new functionalities will be
considered to be Customisation. Marketphase is entitled to charge additional costs for
performing Customisation.

ARTICLE 7. SUPPORT

7.1. Marketphase shall endeavour to provide Support upon delivery of the Services in the form
of support by telephone or assistance from a distance that in Marketphase’s judgment is
of a supporting nature and can be carried out swiftly and simply. However, Marketphase
provides no guarantees for the response times or extent of support, unless otherwise
agreed in the proposal or by means of an SLA.
7.2. In addition to the Support referred to in section 1, Marketphase is prepared to perform
certain other activities for the Client. On the Client’s request, Marketphase will prepare a
proposal for the activities concerned.
7.3. Insofar as possible, Marketphase will inform the Client of the costs of the Support before
the activities are carried out.

ARTICLE 8. INTELLECTUAL PROPERTY RIGHTS

8.1 The Intellectual Property Rights with regard to the Software, including but not limited to
the Intellectual Property Rights to the source code, documentation, look-and-feel,
interfaces, (third) party connectors and lay-out shall be vested exclusively in Marketphase
or its licensor(s).
8.2 Nothing in this Agreement is intended to transfer any Intellectual Property Rights to the
Client. The use that the Client can make of the Software is limited to what is described in
this Agreement. The Client shall not perform any actions that may infringe the Intellectual
Property Rights of Marketphase or its licensors, including but not limited to publishing
and/or making copies of the Software or licensing or selling it to third parties and
registering domain names, trademarks or Google Adwords search terms (keywords) that
are similar to or identical with any mark in respect of which Marketphase or its licensors
can assert Intellectual Property Rights. The Client acknowledges and accepts that any
unauthorised use of the Software, documentation, look-and-feel, interfaces, lay-out or
other materials subject to Intellectual Property Rights infringes the Agreement and the
applicable legislation.
8.3 The Client is not permitted to modify the Software in whole or in part, without the prior
permission of Marketphase. Marketphase is always entitled to refuse its permission or to
attach conditions to its permission – including conditions concerning the manner and
quality of the performance of the modifications requested by the Client. The Client shall
bear the entire risk of all changes that it makes, or changes made by third parties on its
instructions, whether or not with Marketphase’s permission.
8.4 The Client will exclusively acquire the rights of use and powers expressly assigned in writing
under these General Terms and Conditions, the Agreement or otherwise, and in all other
respects the Client will not make copies of or publish the software.
8.5 Marketphase is entitled not to grant, or to withdraw, the right of use as referred to in the
preceding section if the Client has not fulfilled its obligations pursuant to the Agreement.
8.6 Marketphase is entitled to take technical measures to protect the Software against unlawful
use and/or against use in a manner or for purposes other than the manner or purposes
agreed between the Parties. The Client may not remove or bypass such technical measures
or have such technical measures removed or bypassed.
8.7 Marketphase can provide software of third parties to the Client and the Software can
contain open source software components. The (open source) (licence) conditions of those
third parties may be applicable to this while setting aside the conditions from these General
Terms and Conditions. The Client guarantees that it will accept and strictly comply with
these conditions of third parties.
8.8 The Client is not permitted to remove, make unreadable, to conceal or to modify
notifications or statements with regard to Intellectual Property Rights.
8.9 Marketphase shall at no time be obliged to provide (a physical carrier with) the Software
in source code or other software used in the development of the Software (whether or not
in source code form) to the Client, unless this is necessary for the performance of the
Agreement.
8.10 Any use, reproduction or publication of the Software falling outside the scope of the
Agreement or issued Licence is deemed an infringement of the Intellectual Property Rights.
The Client shall pay to Marketphase a penalty due and payable immediately amounting to
EUR 10,000 for each act of infringement and EUR 1,000 for each day that the infringement
continues, without prejudice to the right of Marketphase to demand compensation for loss
or damage as a result of the infringement or to take other legal action for the purpose of
terminating the infringement.

ARTICLE 9. PRICES

9.1 Unless expressly stated otherwise with regard to an amount, all prices referred to by
Marketphase are exclusive of turnover tax (VAT) and other duties levied by the
government.
9.2 Updates are included in the fees stated by Marketphase for Maintenance, if an SLA is part
of the Agreement. As soon as the Client fails to pay the costs for Maintenance and/or
terminates the Agreement concerning the Maintenance, the Client shall no longer be
entitled to install (new) Updates.
9.3 If a price is based on information provided by the Client and the information proves to be
incorrect, Marketphase is authorised to adjust the prices accordingly, even after the
Agreement has already been formed.
9.4 Marketphase is entitled to change the prices it applies whenever the Agreement is
extended by a maximum increase of five (5) percent. However, if a supplier of Marketphase
increases its prices in the interim, Marketphase is entitled to pass on this increase
immediately to the Client on a 1-on-1 basis. Marketphase will provide written notification
of price adjustments.
9.5 Marketphase is entitled to change the pricing conditions in the interim and to charge the
Client an additional amount if it turns out that the Client, due to organisational changes,
no longer satisfies the conditions determined for him upon entering into the Agreement.

ARTICLE 10. TERMS OF PAYMENT

10.1 Marketphase shall invoice the Client in advance for any non-recurring amounts payable.
The periodically payable amounts will be invoiced to the Client after the end of the period
concerned.
10.2 Marketphase can issue electronic invoices to the e-mail address of the Client as known to
Marketphase. The Client accepts this invoicing method.
10.3 Marketphase will send the Client an invoice for all amounts payable by the Client. Invoices
are payable within thirty (30) days after receipt of the invoice and to a Dutch bank account
to be designated by Marketphase.
10.4 If the Client has failed to pay within ten (1 0 days of the due date, the Client will be held in
default by operation of law without notice of default being required. If an amount owed is
not paid within the payment term, the outstanding amount will be subject to statutory
interest without any further notice of default by Marketphase being required.
10.5 In the event the Client fails to pay by the due date, the Client is obliged to pay any and all
judicial and extra-judicial collection costs, including the costs of lawyers, bailiffs and debt-
collection agencies, in addition to the amount payable and the relevant interest due.
10.6 In the event that the Client fails to comply with any obligation under the Agreement,
Marketphase will be authorised, without any notice of default being required, to suspend
the Services, without prejudice to Marketphase's right to compensation of loss or damage,
lost profit and interest. The Client is not entitled to any compensation of loss or damage
that may arise from this.
10.7 In the event that the Client is held in default, Marketphase will be authorised to restrict its
service provision, for instance by restricting access to the Service and/or the Software,
provided it notifies the Client thereof at least 48 hours in advance. The Client is not entitled
to any compensation of loss or damage that may arise from this.
10.8 The demand for payment is due and payable immediately in the event that the Client is
declared bankrupt, applies for a suspension of payments, or an attachment is made on all
of the Client’s capital assets, and furthermore if the Client’s business is wound up or
dissolved.

ARTICLE 11. PERSONAL DATA AND SECURITY

11.1 Marketphase will ensure an appropriate level of security considering the risks involved in
processing the data to be protected and the nature thereof. However, this will only apply
if and insofar as this data is located in Marketphase’s systems or infrastructure.
11.2 A processor’s agreement in which additional safeguards have been included with regard to
the processing of personal data is part of the Agreement.

ARTICLE 12. LIABILITY

12.1 Marketphase accepts statutory liability to pay compensation only insofar as stipulated in
this Article.
12.2 Marketphase excludes any liability for breach of contract in complying with the Agreement,
owing to unlawful acts or otherwise. Insofar as exclusion of liability is not possible pursuant
to the law, Marketphase shall only be liable to the Client for direct loss or damage as a
result of an attributable shortcoming in the fulfilment of the Agreement. Direct loss or
damage is understood exclusively to comprise any loss or damage consisting of:
a) Damage inflicted directly on tangible objects (“property loss or damage”);
b) Reasonable and demonstrable costs that the Client had to incur to remind
Marketphase to properly comply (again) with the Agreement;
c) Reasonable costs incurred in determining the cause and the extent of the loss or
damage, insofar as this relates to direct loss or damage as referred to here;
d) Reasonable and demonstrable costs that the Client has incurred to prevent or limit the
direct loss or damage as referred to in this article.
12.3 Marketphase can in no way be held liable for compensation of indirect loss or damage or
consequential loss or damage due to lost turnover or profit, loss or damage arising from
delay, data loss, exceeding of stipulated terms as the result of changed conditions; loss or
damage arising from inadequate cooperation, information or materials provided by
Marketphase and loss or damage arising from information or advice provided by
Marketphase of which the content is not explicitly part of this Agreement.
12.4 The maximum amount that can be paid out in the event of liability pursuant to section 2 of
the present article is limited for each event causing loss or damage, or for each series of
events causing loss or damage, to the amount that is equal to the fees payable by the Client
under the Agreement in the past six ( 6 ) months (excluding VAT). Under no circumstances,
however, will the total compensation for direct loss or damage exceed a sum of EUR 10,
(excluding VAT).
12.5 The exclusions and limitations of liability referred to in the preceding articles cease to apply
if and insofar as the loss or damage is a consequence of an intentional act or wilful
recklessness on the part of Marketphase's management.
12.6 Marketphase's liability for an attributable failure to perform the Agreement will only arise
if the Client gives Marketphase proper notice of default in writing without delay, providing
a reasonable period to remedy its failure, and Marketphase continues to attributably fail
to comply with its obligations even after that period. The notice of default must contain
the most detailed description possible of the failure to fulfil the obligations to enable
Marketphase to provide an adequate response.
12.7 Any claim for compensation for loss or damage by the Client against Marketphase that has
not been specified and expressly notified by the Client, shall lapse by the mere passage of
twelve (12) months after the claim has arisen.
12.8 Application of Section 6:271 et seq. of the Dutch Civil Code is excluded.
12.9 The Client indemnifies Marketphase against all claims by third parties (including customers
of the Client), which involve compensation for damage, costs or interest and bear a relation
to the Agreement, the Service and/or the use of the Software.

ARTICLE 13. FORCE MAJEURE

13.1 Neither Party may be bound to perform any obligation if a circumstance beyond the Parties'
control, that could not or should not have been foreseen when the Agreement was entered
into, negates every reasonable opportunity to perform.
13.2 Force majeure shall be understood to include (but not only): failures of public infrastructure
that is normally available to Marketphase and on which the delivery of the Services
depends, but over which Marketphase has no actual control or in respect of which
Marketphase can make no contractual obligation to perform, such as Internet networks
with which Marketphase has not concluded a contract; failures of the Marketphase
infrastructure and/or Services of Marketphase caused by computer crimes, such as DOS or
DDOS attacks or successful or unsuccessful attempts to circumvent network security or
systems security; failures of Marketphase's suppliers, which Marketphase was unable to
foresee and where Marketphase is unable to hold their supplier liable, because force
majeure similarly applied to the relevant supplier, for instance; defective items, equipment,
software or other source material, the use of which has been stipulated by the Client;
unavailability of staff (due to illness or otherwise); government measures; general
transport problems; strikes; wars; terrorist attacks; and civil commotion.
13.3 Either of the Parties shall have the right to terminate the contract in writing if a situation
of force majeure persists for more than ninety (90) days. In such case, that which has
already been performed under the contract will be paid for on a proportional basis without
the Parties owing each other anything else.

ARTICLE 14. CONFIDENTIALITY

14.1 The Parties will treat the information they provide each other before, during or after the
performance of this Agreement as confidential if such information has been marked as
confidential or if the receiving party is aware or should reasonably assume that the
information was intended to be confidential. The Parties will also impose this obligation on
their employees, as well as on any third parties they have engaged to perform the
Agreement.
14.2 Marketphase will not access data stored by the Client and/or distributed by the Client via
Marketphase's systems and/or Software, unless this is required to ensure the proper
performance of the Agreement or Marketphase is obliged to do so pursuant to a legal
provision or an injunction. In such case, Marketphase will undertake to limit access to the
information as far as possible, to the extent that this is within its power.
14.3 The duty of confidentiality also remains in force after termination of the Agreement for any
reason whatsoever, and for as long as the party providing the information can reasonably
lay claim to the confidential nature of the information.

ARTICLE 15. DURATION AND TERMINATION OF THE AGREEMENT

15.1 The Agreement is entered into for the term stated in the proposal. If no term is stated, the
Agreement will be entered into for a period of twelve (12) months. The Agreement can
only be terminated prematurely as stipulated in these General Terms and Conditions, or
subject to the approval of both parties. If the Agreement is a contract for the provision of
services (“overeenkomst van opdracht”), this cannot be terminated prematurely by the
Client, however.
15.2 If the Agreement is a continuing performance agreement (“duurovereenkomst”), this will
in the absence of a written notice of termination, with due observance of the period of
notice, be extended by the same period in each instance, unless otherwise agreed in
writing.
15.3 The Client shall observe a period of notice of one (1) month. Marketphase shall observe a
period of notice of one (1) month.
15.4 Marketphase shall be authorised to terminate the Agreement in full or in part, without
notice of default being required, if at least one of the following special grounds applies:
a) The Client defaults on a material obligation pursuant to the Agreement.
b) The Client applies for a suspension of payments.
c) A petition has been filed for winding up the Client's business.
d) The Client’s activities are halted or wound up.
15.5 If Marketphase suspends compliance with the obligations, this will not affect its statutory
rights or rights under the Agreement, including the right to payment for the Services it has
suspended.
15.6 Upon termination of the agreement, any claims of Marketphase against the Client will
become immediately due and payable. In the event that the Agreement is terminated, the
amounts already invoiced for the performance already delivered will remain payable
without any obligation to nullify. In the event that the Client terminates the Agreement,
Marketphase may only terminate that part of the Agreement that Marketphase has not yet
performed. If the termination is attributable to the Client, Marketphase is entitled to
compensation of any loss or damage arising either directly or indirectly as a result thereof.
15.7 In the abovementioned cases, the right to suspension applies to all the Agreements with
the Client simultaneously, even if the Client is only in default with regard to one Agreement,
and without prejudice to Marketphase's right to compensation of loss or damage, lost
profit and interest.
15.8 Marketphase shall never be obliged to provide any compensation for damage owing to
notice of termination, dissolution or another method of termination of the Agreement.
15.9 Via the Service, the Client can at any time access data that the Client stores or processes
via the Service. Marketphase is not obliged to provide back-up files to the Client on its own
initiative, unless agreed otherwise in writing by means of an SLA.
15.10 After termination of the Agreement for whatever reason the Client shall cease and not
resume any use of the Software. The Client shall remove any back-up file (and any other
copies) of the Software from its systems or return them to Marketphase.

ARTICLE 16. AMENDMENTS

16.1 Marketphase reserves the right to amend or supplement the Services and these General
Terms and Conditions. Amendments also apply to Agreements already entered into,
subject to a notice period of thirty (30) days following the announcement of the
amendment.
16.2 Amendments will be announced on the website, or by means of an e-mail to the Client or
via another channel that allows Marketphase to prove that the Client received the notice.
Non-substantive minor changes can be implemented at all times, without requiring
notification.
16.3 If the Client does not wish to accept an amendment, it must inform Marketphase thereof,
in writing, within fourteen (14) days of being notified thereof, stating reasons. This may
give Marketphase cause to review the amendment. If Marketphase does not subsequently
retract the amendment, the Client may terminate the Agreement with effect from the date
on which the new terms and conditions take effect.

ARTICLE 17. MISCELLANEOUS PROVISIONS

17.1 The Agreement is subject to Dutch law.
17.2 All disputes that may arise between Marketphase and the Client shall be submitted to the
competent court in the district where Marketphase has its registered office.
17.3 The term “written" in this Agreement also includes communication by e-mail or fax,
provided that the identity of the sender and the integrity of the content have been
sufficiently established.
17.4 The version of any communications received or stored by Marketphase shall be regarded
as authentic, subject to proof to the contrary to be produced by the Client.
17.5 If any provisions in the Agreement are declared null and void, this will not affect the validity
of the entire Agreement. In such case, the Parties will stipulate a new provision or new
provisions to replace any such provisions, reflecting the purport of the original Agreement
and the General Terms and Conditions as much as legally possible.
17.6 At all times, the Parties will inform each other in writing without delay of any changes in
name, postal address, e-mail address and telephone number, as well as bank and giro
account numbers, if requested.
17.7 Marketphase can transfer rights and obligations that arise from the Agreement to third
parties and the Client hereby agrees irrevocably with such transfer. In the event of such a
transfer, Marketphase will inform the Client thereof. The Client is only authorised to
transfer its rights and obligations under this Agreement to a third party with the prior
consent of Marketphase. Such consent is not required, however, in the event of a company
takeover or the acquisition of the majority of the shares of the relevant party.

MODULE B – DELIVERY OF SOFTWARE-AS-A-SERVICE

ARTICLE 18. USE OF THE SERVICE

18.1 The SaaS will be made available to the Client as online software service (software-as-a-
service) from the Starting Date or any other date agreed in writing. Marketphase shall
inform the Client of when the SaaS is made available. The Client itself shall decide how it
will use the Service and for which specific purposes.
18.2 Marketphase shall endeavour to send the login details of the SaaS to the Client as soon as
possible after the Starting Date of the Agreement. The Client is aware that loss of these
login details can lead to unauthorised access to the SaaS. The Client shall protect the login
details against unauthorised access and unauthorised persons.
18.3 Marketphase hereby grants the Client a non-exclusive and non-transferable right of use for
the duration of the Agreement in order to use the SaaS in accordance with the Agreement
and these General terms and Conditions.
18.4 In particular, the Client must keep the password strictly confidential. Marketphase may
assume that everything that takes place from the account of the Client after login with the
associated username and password, takes place under the management and supervision
of the Client. This means that the Client is liable for all these actions, unless the Client has
informed Marketphase that another person knows the password.
18.5 In the event of suspected misuse of the account, the Client is required to inform
Marketphase without delay and the Client is required to change the (login) details.
18.6 Personal data are processed when using the SaaS. The provisions in Article 11 of these
General Terms and Conditions apply to the processing of personal data.

ARTICLE 19. RULES OF USE

19.1 The Client guarantees that the SaaS will not be used for activities that conflict with Dutch
law or other applicable laws and regulations.
19.2 The Client is only permitted to use the SaaS for its own use or for use by and for its
customers. It is expressly prohibited to use the SaaS on behalf of third parties, or to provide
access to the account to third parties.
19.3 In particular, it is prohibited to use the SaaS in such a way that it causes nuisance or
inconvenience to third parties. This includes using own scripts or programs to upload or
download large quantities of data, or excessive use of the SaaS.
19.4 In addition, it is prohibited to use the SaaS:

  • to distribute information that is pornographic or erotic (even if this is legal in itself);
  • to distribute information in violation of copyrights, or to place hyperlinks to such
    information;
  • to violate the privacy of third parties, for instance by distributing third-party personal
    data without permission or necessity, or repeatedly harassing third parties by providing
    them with unwanted communications.

19.5 If Marketphase ascertains that the Client has violated the above conditions, or receives a
complaint, it will give the Client a warning. If this does not lead to a satisfactory solution,
Marketphase itself may intervene to end the violation. In urgent or serious cases,
Marketphase may intervene without warning.
19.6 If, at Marketphase’s discretion, the operation of Marketphase’s computer systems or
network, third-party networks and/or service provision via the internet is obstructed,
damaged or otherwise put at risk, in particular as a result of excessive amounts of data
being sent, leaked personal data or virus activity, Trojan horses and similar software,
Marketphase is authorised to take any reasonable measures it deems necessary to avert
or prevent such risk.
19.7 Marketphase is entitled at all times to report any criminal acts discovered. In addition,
Marketphase is authorised to provide the Client's name, address and other identification
data to a third party who has complained that the Client has breached its rights or the
Agreement, provided that, according to the principles of reasonableness and fairness, the
accuracy of the particular complaint is sufficiently plausible and the third party has a clear
interest in being provided with these data.
19.8 Marketphase may recover from the Client any losses or damage suffered as a result of
violation of these rules of conduct. The Client indemnifies Marketphase against all third-
party claims pertaining to losses or damage arising from a violation of these rules of use.

ARTICLE 20. AVAILAIBILITY OF THE SERVICE

20.1 The SaaS will be performed on the basis of a best-efforts obligation, unless and to the
extent that Marketphase has pledged an explicit result in the SLA and the relevant result
has also been adequately described.
20.2 Marketphase will make the SaaS available via the internet and ensure that it achieves the
best possible response time for this for the Client.
20.3 Marketphase has the right to take its systems, including the SaaS, in their entirety or in
part, temporarily out of operation for the purpose of maintenance (planned or unplanned),
adjustment, or improvement. Marketphase will endeavour to ensure that as far as possible
any downtime periods are scheduled outside office hours, and will undertake to inform the
Client in good time of the scheduling of downtime periods. However, Marketphase is never
liable for compensation for damages arising from such downtime periods.
20.4 Marketphase has the right to adapt its systems, including the SaaS, in their entirety or in
part, from time to time in order to improve their functionality and/or to correct errors. If
an adjustment causes a considerable change in functionality, Marketphase will undertake
to inform the Client of this. In the event of modifications that are relevant to multiple
clients, it is not possible to waive a specific modification only for the Client. Marketphase is
not liable for any compensation for loss or damage resulting from such a modification.
20.5 In the event of unavailability of the SaaS due to disruptions, maintenance or other causes,
Marketphase will make every effort to inform the Customer of the nature and expected
duration of the interruption.

ARTICLE 21. PROCEDURE UPON TERMINATION OF THE AGREEMENT

21.1 After termination of the Agreement, as a result of cancellation, all data stored for the Client
will be kept available until one week after the termination, so that the Client itself can
download the data. After this period, all Client data will be deleted, regardless of whether
the Client has downloaded it or not, unless otherwise agreed by means of an SLA.
Marketphase is not obliged to provide the Client with back-up files on its own initiative,
unless agreed otherwise in writing by means of an SLA.
21.2 The deletion of data stored for the Client will take place as standard without special
precautions to make the deletion irreversible, but can on request be carried out, against
additional payment, with the use of a software-based data shredder.