GENERAL TERMS & CONDITIONS

General terms and conditions SaaS and Leasing software Sabern (Sabern B.V.)

Article 1 – Content, term, price and invoicing

1.1 The Agreement enters into force when the Client duly signs it. The term is the number of months stated in the Agreement, and commences when at the agreed date. The Agreement shall every time be tacitly renewed for a term of 24 months, unless it is cancelled by one of the parties no later than three months prior to the end of the lease term by means of a registered writing to the other party.

1.2 The Agreement is an all-in SaaS Agreement. The stated lease price is the total price of the costs of the lease and standard support as mentioned in the optional SLA. Additional service levels need to be laid down by the parties in a Service Level Agreement. Insofar as the Agreement comprises software, Sabern B.V. grants the Client the non-exclusive and non-transferable user licenses for this software for the term of this agreement. By using this software the Client is deemed to have accept the complete and unchanged end user license conditions of the software supplier.

1.3 Sabern B.V. can only accept a request for adjustment against a future date. Adjustments in the Agreement cannot be agreed upon with retroactive effect and need to be reported prior by client to Sabern B.V. before the start of a new invoicing period.

1.4 The client is only permitted to transfer the Leasing Agreement with the prior written consent of Sabern B.V. Client is not allowed to in whole or in part sell, pledge, transfer or otherwise alienate or burden rights and duties from the Agreement to third parties.

1.5 The Lease Agreement is entered into for a fixed term. Client is not entitled to cancel the Agreement prematurely.

Article 2 – Technical service

2.1 The performance of service by Sabern B.V. shall be no ground for reduction of the lease terms, compensation or dissolution.

Article 3 – Checks

3.1 The Client shall grant, at any time during regular business hours, to one or more persons designated by Sabern B.V. (remote) access to the place where the software / equipment is located in order to check compliance of the Client with all its obligations ensuing from this Agreement, to perform all maintenance- and service activities deemed necessary by Sabern B.V. and/or to rightfully repossess the equipment.

3.2 The persons designated by Sabern B.V. shall comply with, where applicable, the access- and security requirements to be set by the Client.

Article 4 – Payment

4.1 Client needs to inform Sabern B.V. in writing of changes in the address- and invoicing details. It is the responsibility of the Client to report a change in the PO-number in time (no later than the start of a new invoicing period). Sabern B.V. shall not correct any invoices due to late reporting of a change in the PO-number of the Client.

4.2 The Client cannot invoke suspension, discount or let settlement take place, in relation to the Client’s payment obligations against Sabern B.V..

4.3 Until further notice, Client grants Sabern B.V. authorisation to deduct the amounts payable by the Client by virtue of this Lease Agreement, by means of direct debit, from the Client’s bank account with the number stated in this Agreement. If the Client does not grant authorisation for a direct debit, Sabern B.V. is entitled to charge 5,00 euros in administration charges over and above the invoice amount. In either event, Sabern B.V. reserves the right to collect administration costs in the event of reversal.

4.4 Payment, which means crediting the owed amount to Sabern B.V.’s administration, shall occur at the payment address stated on the invoice within thirty days after the invoice date.

4.5 The Client is not entitled to claim a reduction of the agreed lease price due to reduced benefit, unless that reduced benefit is a consequence of a defect in the equipment that Sabern B.V. knew or should have known at the commencement of the Agreement.

4.6 Sabern B.V. is entitled to demand certainty for the Client’s fulfilment of its payment obligations. This certainty may be provided by the issue at Sabern B.V.’s request of an unconditional and irrevocable bank guarantee to the benefit of Sabern B.V. or by providing personal security. In the case of a personal partnership co-partners are severally liable for the fulfilment of the obligations ensuing from the Agreement.

4.7 The Client shall notify Sabern B.V. immediately by registered letter as soon as the Client becomes aware of the (intention to) withdraw (of) a filed liability declaration for the benefit of the Client, as referred to in Book 2, Article 403 Dutch Civil Code. Without prejudice to the other rights of Sabern B.V., in the above mentioned case Sabern B.V. is entitled to demand additional or alternative security from the Client. The Client is obliged to complete or substitute that security.

4.8 If a liability declaration as referred to above of a third party with respect to the Client’s obligations is or shall be withdrawn, Sabern B.V. is entitled to directly, without notice or other formality, dissolve the Agreement and to claim immediate payment of all amounts owed by the Client.

4.9 If the Client, for any reason including those beyond its control, is or shall be unable to use the equipment, this shall have no effect on the continuation of this Agreement or on the fulfilment of any obligation ensuing from this Agreement.

Article 5 – Price changes

5.1 Sabern B.V. is entitled to change the price in the meanwhile, with a maximum of one time a year, but no earlier than six months after commencement of this Agreement. The price may be changed amongst others due to increase of costs and/or changes in the exchange rates and/or price increasing measures taken by the Dutch government.

Article 6 – Dissolution right

6.1 Sabern B.V. is entitled to terminate this Agreement immediately without legal intervention and without the necessity of a formal notice of default and to repossess the equipment at the expense of the Client, if the Client fails to strictly comply with any provision of this Agreement, in particular to pay any invoice on time, or the equipment is confiscated or the equipment is no longer under the actual control of the Client or bankruptcy, debt restructuring or a (temporary) suspension of payment is requested or granted with respect to the Client. Without prejudice to Sabern B.V.’s right to full compensation, the Client shall owe Sabern B.V. at least an amount equal to the total sum of all not yet paid, expired lease terms, as well as the lease terms that would have been due if the Agreement had not been terminated.

6.2 The Client is obliged to show this Agreement to anyone wants to execute a right to or in relation to the equipment, in particular the bailiff of the tax authorities, in order to point out that the equipment is property of Sabern B.V., and to notify Sabern B.V. immediately of any such event by registered letter, enclosing all relevant documents. The Client is liable for damage suffered by Sabern B.V. due to failure to comply with this provision.

Article 7 – Method of use

7.1 The Client is obliged to use the (SaaS) software in accordance with the manuals accompanying the software.

Article 8 – Property right

8.1 The software, including all intellectual rights, regardless their name, remains the property of Sabern B.V.

8.2 The Client may not lease the software, surrender use of the software to third parties on any title, pledge, sell, alienate or otherwise burden the software or surrender it to third parties in any other way.

8.3 Any necessary or desirable changes to the software can only be applied by Sabern B.V.

8.4 Sabern B.V. is entitled to sell, pledge, transfer or otherwise alienate or encumber ownership of the software and/or its rights and claims ensuing from the Agreement in whole or in part to third parties, without prejudice to Sabern B.V.’s obligation to fulfil its obligations ensuing from the Agreement. In addition, Sabern B.V. is entitled, amongst others as part of the funding of its business operations, to transfer to a third party, conditionally or otherwise, its rights and obligations ensuing from the Lease Agreement by means of contract takeover and the Client agrees in advance to this and declares its willingness to cooperate with such a transfer.

Article 9 – Taxes

9.1 All taxes and costs, regardless their name, imposed now or in the future on the amounts payable by the Client or on this Agreement or on the software / services and/or on the use of the equipment, regardless in whose name they are, are payable by the Client.

Article 10 – Costs, suspension and interest

10.1 If a Client has not paid within the agreed or otherwise established term, the Client is legally in default. In that event, Sabern B.V. is entitled to charge compensation for loss of interest of 1.25% per month or the statutory (trade)interest if this is higher.

10.2 A Client that is in default is liable for all legal and other costs of Sabern B.V.. The other costs shall be at least 15% of the amount claimed with a minimum of 150 euros.

10.3 If the Client fails to fulfil any obligation ensuing from this Agreement in whole or in part and within the stated deadline, Sabern B.V. is entitled to suspend its obligations (amongst others with respect to the provision of service and maintenance) and Sabern B.V. is entitled to dissolve the Agreement (see Article 8.1) and claim (additional) damages.

Article 11 – Liability

11.1 The Client indemnifies Sabern B.V. against all claims of third parties, including the claims of persons whose personal details are registered or are processed within the framework of a person register kept by the Client or for which the Client is otherwise responsible, for compensation for damage (also) caused, by or in connection with the equipment or the use of the equipment or its condition.

11.2 Sabern B.V. is not liable for damage to hardware, software and data connected to the equipment.

11.3 Sabern B.V. is not liable for possible damage of the Client or of third parties caused by or relating to (the use of) the software, unless this damage is the consequence of a defect in the software that Sabern B.V. knew or should have known at the commencement of the Agreement.

11.4 Sabern B.V. is never liable for damage or costs that are the consequence of misuse of access- or identification codes.

11.5 In all cases, the liability of Sabern B.V. is limited to direct damage. Liability for indirect and/or consequential damage (such as but not limited to loss of profit) is explicitly excluded.

Article 12 – Copyright disclaimer

12.1 The Client is aware that, by virtue of the provisions of the Dutch Copyright Act 1912 applicable at the time of the signing of this Agreement, the publication and duplication of works of literature, science or art is permitted only if copyrights or other rights of third parties are not violated.

Article 13 – Force majeure

13.1 Force majeure from the side of Sabern B.V. includes any circumstance that Sabern B.V. could not reasonably have avoided or prevented and as a result of which the normal execution of the Agreement(s) concluded with the Client is prevented. This includes but is not limited to: strikes, government measures, transport difficulties, delay or inability to supply and damage or defects to corporate resources of Sabern B.V. that are essential to the assignment.

13.2 In the event of obstruction to the execution of the provisions of this Agreement as a consequence of a shortcoming that cannot be attributed to Sabern B.V., Sabern B.V. is entitled to suspend the execution of the Agreement for no more than three months or to dissolve the Agreement in whole or in part, without Sabern B.V. being liable to pay any compensation. During the suspension Sabern B.V. is entitled and at the end of the suspension it is obliged to either execute the provisions of this Agreement or to dissolve the Agreement in whole or in part.

Article 14 – Applicable law and jurisdiction

14.1 Dutch law is exclusively applicable to the Agreement concluded with Sabern B.V.

14.2 All disputes that arise on account of the Agreement concluded with Sabern B.V. shall be submitted exclusively to the judgement of the competent court in ‘s-Gravenhage. Sabern B.V. is entitled to institute proceedings at the court that is competent in default of the provision in the previous sentence.

Article 15– Final provisions

15.1 The data obtained in the broadest sense as part of the execution of the Agreement shall be processed in strict confidentiality. Parties shall not disclose these data in whole or in part, except to its own employees, suppliers and authorised parties insofar this is required for the execution of the contractual or legal obligations.

15.2 Parties are not bound by arrangements outside the Agreement, unless both Parties confirm this in writing. In the event of conflict between the Agreement and these conditions, the content of the agreement shall prevail.

15.3 Sabern B.V. is bound by additions, deletions and changes to the Agreement and the corresponding appendices only insofar as they are approved in writing by the board of Sabern B.V. or another authorised employee of Sabern B.V..

15.4 This Agreement enters into force after being signed by the Client, under the resolutive condition of the lack of signature of the board of Sabern B.V. or an authorised employee of Sabern B.V.

18.5 “An authorised employee of Sabern B.V.” means an employee whose authority must be evidenced by the registration at the Chamber of Commerce.

Brandifyer and Sabern are registered trademarks of Sabern B.V.