Terms and conditions Wuunder Nederland B.V.

Article 1 – Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

• Offer/Quotation: the written offer made by Wuunder to the Client to provide Services at an agreed price, together with the relevant module(s) of the Service Plan, the Service Level Agreement (SLA) and the Terms and Conditions.
• Orders: the order placed by the Client for the Services and/or the acceptance by the Client of the Offer for the Services.
• Services: the Software to be provided or provided by Wuunder in the form of SaaS (Software as a Service), comprising, among other things but not limited to, Check-out, Ship, Track and Returns.
• Right of Use/Licence: a non-transferable and non-exclusive right to use the Wuunder platform, solely for the purposes of the ordinary course of business and the normal business operations of the Client and (where applicable) its direct and indirect affiliated undertakings.
• Client: the counterparty of Wuunder; the purchaser of the other affiliated services of Wuunder.
• Agreement: the contract for services (overeenkomst van opdracht) between Wuunder and the Client.
• Platform: the Wuunder platform, which includes, among others, the following websites: wearewuunder.com, wuunder.com and Paazl.com.
• Portal: the part of the Platform to which the Client is redirected and where it can log in with its own username and password when using the functionalities of Wuunder.
• Application Programming Interface (APIs): the interface to the Platform to which the Client is redirected and where it can log in with its own username and password when using the functionalities of the Platform.
• Service Plan: the specific service plan selected by the Client (for example, the 'Essential', 'Growth', 'Scale' or 'Enterprise' service plans), which sets out in further detail the level of services to be provided by Wuunder in connection with the Client's use of the Software, together with the usage restrictions and the restrictions on the available functionalities.
• Service Level Agreement (SLA): the service level agreement entered into separately between Wuunder and the Client, setting out arrangements regarding the quality of the Services and the manner in which problems relating to the Services are to be resolved.
• Software: all software to be made available and/or already made available by or on behalf of Wuunder for the Services which enables the Platform to function, including the related documentation and source code(s).
• Carrier: the third party engaged by the Client through the Platform, for the account and at the risk of the Client, to handle the Shipment.
• Client: the party entering into the Agreement with Wuunder through use of the Platform.
• Terms and Conditions: these general terms and conditions of Wuunder.
• Wuunder: Wuunder Nederland B.V., having its registered office (statutaire zetel) in Arnhem and its place of business at Marconilaan 8, (6003 DD) Weert, the Netherlands, duly represented in this matter by Mr Jeroen Gehlen, registered in the Trade Register of the Netherlands Chamber of Commerce under number 65054253, being the user of these Terms and Conditions, and including the Dutch entities affiliated with Wuunder.
• Shipment: the goods handed over by means of the Platform.

Article 2 – Applicability of the Terms and Conditions

1. Wuunder acts through the Platform, makes use of information provided by the user and shall under no circumstances act as a Carrier and/or freight forwarder.
2. These Terms and Conditions apply to all offers, quotations, SLAs, appendices to the agreement, order confirmations and agreements relating to the Services between Wuunder and the Client.
3. Any deviating provisions shall apply only if recorded in writing.
4. Unless expressly stated otherwise, "in writing" in these Terms and Conditions shall also include by email.

Article 3 – Offers by Wuunder

1. All Offers/Quotations made by Wuunder are without obligation, are based on the information provided by the Client and remain valid for a maximum of thirty (30) days, unless otherwise agreed in writing.
2. Unless otherwise agreed in writing, all-in or fixed-fee rates shall in any event exclude: duties, taxes and levies, consular and legalisation fees, costs of issuing bank guarantees, and insurance premiums.
3. Unless otherwise agreed in writing, the prices stated in Offers/Quotations and order confirmations are exclusive of VAT and other government levies, and exclusive of any costs to be incurred in connection with the Agreement.
4. All information provided by Wuunder is always approximate, unless expressly stated otherwise in writing.
5. All documents relating to Offers/Quotations and order confirmations for Services are and shall remain the property of Wuunder and may not be disclosed to third parties for inspection, nor reproduced or copied in any manner whatsoever, without the prior written consent of Wuunder.
6. If no Service Plan is specified in the Offer/Quotation, the lowest available Service Plan and the associated terms shall apply.
7. Offers/Quotations shall not automatically apply to repeat orders for Services or to subsequent agreements for Services.
8. The Agreement between Wuunder and the Client shall be formed as soon as Wuunder has confirmed the order placed in writing through the Platform, or as soon as a customer account has been created through the Platform.
9. Without prejudice to the foregoing, the Agreement shall also be formed (i) if the Client does not expressly indicate that it accepts the proposal or quotation but nonetheless consents to the performance of the Services by Wuunder, or (ii) if the Client creates the impression that the proposal or quotation for the Services from Wuunder is deemed to have been accepted, or (iii) if the Client requests that (parts of) the Services be performed without a prior formal proposal or offer from Wuunder.

Article 4 – Term of the Agreement

1. If the Agreement is a continuing performance agreement, the term agreed between Wuunder and the Client shall apply. If no term has been agreed, a term of one (1) year shall apply.
2. Unless otherwise provided by law, a fixed-term Agreement shall be automatically renewed each time for the original term, up to a maximum of one (1) year, unless the Client or the Contractor terminates the Agreement in writing, observing the agreed notice period or, in the absence of an agreed notice period, no later than two (2) months before the end of the current term.

Article 5 – Performance of the Agreement

1. Wuunder shall use its best endeavours, to the best of its knowledge and ability, to perform the Agreement optimally. Delivery and performance periods specified by Wuunder are indicative and shall under no circumstances constitute strict deadlines, unless expressly agreed otherwise in writing.
2. If implementation of the Software forms part of the Agreement, Wuunder shall assist the Client to the best of its ability with the correct implementation of the Software.
3. Wuunder is entitled to have work performed by third parties.
4. Amendments to the Agreement, whether at the request of the Client or as a result of an alternative method of performance being required, regardless of the circumstances giving rise thereto, shall be regarded as additional work if they involve additional costs. Such additional work shall be charged to the Client accordingly.
5. Wuunder is solely the provider of the Platform and shall at no time act as Carrier, consignor, consignee or otherwise as a party to the Delivery. The contract of carriage is concluded directly between the Client (or its end customer) and the Carrier. Wuunder is not a party to that contract of carriage and bears no responsibility whatsoever for its performance.
6. Wuunder acts solely as a facilitator, through the Platform. The contract of carriage is concluded directly and exclusively between the Client and the Carrier. Wuunder does not become a party to, bears no responsibility for, and accepts no obligation whatsoever in respect of the performance of that contract.

Article 6 – Obligations of the Client

1. The Client shall do everything, and refrain from doing anything, that is reasonably necessary and desirable to facilitate the correct and timely performance of the Agreement.
2. Without prejudice to the preceding paragraph, the Client shall ensure that all information or data which Wuunder indicates are required, or which the Client may reasonably understand to be required, for the provision of the Services are made available to Wuunder in a timely and complete manner. The period within which Wuunder is to perform the Agreement shall not commence until Wuunder has received, in a timely and complete manner, all information or data requested from and required of the Client.
3. If the Client knows or ought reasonably to know that Wuunder will need to take additional or different measures in order to fulfil its obligations under the Agreement, the Client shall notify Wuunder thereof without delay.
4. The Client shall grant Wuunder access to all locations, services and accounts under its control which Wuunder reasonably deems necessary in order to provide the Services. In exceptional cases, to be determined solely by Wuunder, it may be agreed that the Client itself enters the required data and/or modifies the accounts itself.
5. Unless otherwise agreed, the Client shall designate a permanent contact person and provide that person's contact details to Wuunder. The contact person shall act as the point of contact for consultation on all aspects of this Agreement.
6. The Client shall at all times notify Wuunder without delay of any changes to the contact persons or contact details relevant to the performance of the Agreement.
7. The Client is itself responsible for verifying the data it enters through the Software. Such verification includes, but is not limited to, checking the quality, accuracy, legibility and completeness of the data. Wuunder shall under no circumstances be liable for any loss or damage resulting from incorrect or incomplete data supplied, or from data that has been processed incorrectly as a result.

Article 7 – Service Level Agreement

1. In providing the Services, Wuunder shall use reasonable endeavours to offer support by telephone or remotely, insofar as such support is, in Wuunder's opinion, of a supporting nature and can be provided quickly and easily. However, Wuunder does not guarantee any service level whatsoever with regard to response times or the scope of support, unless otherwise agreed in the proposal or quotation by means of the agreed SLA.
2. In addition to the support referred to in the preceding paragraph, Wuunder is prepared to perform certain support activities for the Client. Where possible, Wuunder shall inform the Client in advance of the performance of such activities of the associated costs under the SLA.

Article 8 – Price of the Services

1. Unless otherwise agreed in writing, the price of the Services as stated in the Offer/Quotation and the Agreement is:
2. – based on the prices applicable at the time the Agreement is entered into; and
3. – exclusive of VAT, any taxes and ancillary costs.
4. Wuunder is entitled to change its prices during the term of the Agreement, for example if a supplier of Wuunder increases its prices.
5. Price changes, including additional costs of any nature whatsoever in respect of the original assignment, caused by or on behalf of the Client, which give rise to higher costs than those taken into account in the price quotation, may be charged to the Client in addition. This applies regardless of whether the aforementioned change(s) were foreseeable at the time the Agreement was entered into.
6. At the beginning of each calendar year, Wuunder is permitted to index its prices for the Services on the basis of the index published by Statistics Netherlands (CBS, Centraal Bureau voor de Statistiek).
7. Price changes shall be communicated by Wuunder to the Client and shall not entitle the Client to terminate the Agreement.
8. If the Client exceeds the maximum number of Shipments or Carriers permitted under the Agreement, Wuunder shall notify the Client thereof and offer the Client the opportunity to extend the scope of the Agreement. If the Client does not wish to extend the scope of the Agreement, the Client shall be obliged to pay Wuunder for the additional Shipments or Carriers at a higher rate, on the basis of subsequent calculation.
9. If it emerges that, as a result of organisational changes, the Client no longer meets the conditions established for it at the time the Agreement was entered into, Wuunder shall be entitled to amend the pricing terms during the term of the Agreement and to charge the Client an additional amount.

Article 9 – Invoicing and Payment

1. Wuunder shall invoice the price to the Client in advance in accordance with the Agreement.
2. Wuunder shall send electronic invoices to the Client's email address known to Wuunder. The Client hereby expressly agrees to this method of invoicing.
3. Wuunder shall send the Client an invoice for all amounts owed by the Client. Invoices must be paid within fourteen (14) calendar days of the invoice date into a Dutch bank account designated by Wuunder.
4. If the Client has not paid within fourteen (14) calendar days of the invoice date, the Client shall be in default by operation of law and shall owe the statutory commercial interest and extrajudicial collection costs on the outstanding amount, without Wuunder being required to send a notice of default. In that event, Wuunder shall be entitled, without any reminder or notice of default being required, to suspend its work, including in respect of assignments of the Client other than the one to which the unpaid invoice relates. Wuunder shall not be liable for any damage resulting from such suspension.
5. The Client may not invoke any discount, set-off or suspension. Objections to an invoice shall not suspend the payment obligation.
6. The Client shall at any time, at Wuunder's first request, provide security for the payment of all amounts owed by it. If and for as long as the Client refuses or is unable to provide such security, Wuunder shall be entitled to suspend the performance of its obligations under the Agreement.
7. All costs that Wuunder incurs in order to recover its claim, both judicial and extrajudicial, shall be borne by the Client. Extrajudicial collection costs shall be calculated in accordance with the scale of extrajudicial collection costs (Staffel buitengerechtelijke incassokosten), subject to a minimum of €250 (two hundred and fifty euros).
8. Claims of Wuunder against the Client, of whatever nature, shall in any event become immediately due and payable in the following cases: in the event of late payment by the Client; in the event that the Client is declared bankrupt or has filed for bankruptcy, applies for or is granted a suspension of payments (surseance van betaling); in the event of an application for the Client to be placed under guardianship (curatele); in the event of an attachment of the Client's assets; or in the event of the transfer of the Client's business or any part thereof, including the contribution of its business to another company to be newly incorporated or already in existence.

Article 10 – Confidentiality

1. Wuunder and the Client shall provide each other with the necessary information, insofar as required in connection with the Agreement.
2. With regard to all information to be provided by Wuunder and the Client to each other, each party shall observe strict, unconditional and irrevocable confidentiality. Each party shall impose this duty of confidentiality, in full, on the internal and/or external adviser(s) engaged by it.
3. Wuunder and the Client undertake, following the signing of this Agreement, to (continue to) comply with all obligations under this Agreement, both during the term of this Agreement and after its termination.

Article 11 – Personal Data and Security

1. The parties shall act in accordance with their respective privacy policies.
2. Insofar as personal data are to be processed by the parties, such personal data shall be used and protected by the parties with a high degree of care in accordance with the statutory obligations under the General Data Protection Regulation (GDPR).
3. This Article shall constitute a data processing agreement between Wuunder and the Client within the meaning of Article 28(3) GDPR.
4. If and insofar as Wuunder processes personal data for and on behalf of the Client, whereby Wuunder qualifies as processor and the Client as controller within the meaning of the GDPR, the following shall apply with regard to such personal data:
5. Such personal data shall be processed solely on behalf of the Client, for the purpose described in the Agreement and in accordance with the written instructions agreed with the Client.
6. The Client represents and warrants that it has a lawful basis for processing the relevant personal data. Wuunder shall not be liable for breaches of the GDPR and/or other statutory obligations attributable to the Client.
7. In the context of the Agreement, Wuunder is entitled to engage sub-processors for the processing of the personal data, provided that the Client has given its consent thereto. Wuunder shall inform the Client of the sub-processors engaged.
8. Wuunder and the Client shall use reasonable endeavours to take appropriate technical and organisational measures to prevent loss or any form of unlawful processing (such as unauthorised disclosure, deterioration, alteration or disclosure of personal data) in connection with the performance of the Agreement. Wuunder does not guarantee that the measures taken will be effective and efficient under all circumstances.
9. Where applicable and upon request, Wuunder shall cooperate with the Client in fulfilling the Client's statutory obligation to respond to requests from data subjects to exercise their rights. Responsibility for compliance with these obligations, however, rests fully and exclusively with the Client.
10. Upon termination of the Agreement, Wuunder shall erase the personal data or return them to the Client and delete existing copies, unless Wuunder is required by law to retain the personal data or is entitled to do so under the GDPR.
11. Wuunder is permitted to process (or have processed) the personal data within the European Economic Area (EEA). In addition, Wuunder may, provided that the Client's consent has been obtained, process the personal data outside the EEA, provided that the organisation concerned guarantees an adequate level of protection and complies with the other obligations applicable to it under the GDPR.
12. With regard to the liability of Wuunder and the Client, the provisions set out in these Terms and Conditions and/or the Agreement shall apply. Wuunder shall not be liable for any damage and/or claims arising from any act or omission of the Client in breach of the Terms and Conditions and/or the Agreement, the GDPR or other applicable laws and regulations on the protection of personal data.
13. Wuunder shall assist the Client, insofar as reasonably possible, in ensuring compliance with the obligations under Articles 32 to 36 inclusive of the GDPR.
14. In the event of a personal data breach, Wuunder shall notify the Client as soon as possible, following which the Client shall decide whether or not to inform the Data Subjects and/or the relevant supervisory authorities. In the absence of specific arrangements, Wuunder shall contact the Client in the customary manner.
15. The Client shall at all times have an independent obligation to comply with applicable laws and regulations, as well as applicable contractual obligations, in the field of personal data protection.
16. For questions or requests for access to data, the Client may contact Wuunder at info@Wuunder.com or by telephone on +31 20 261 57 48.

Article 12 – Right to Use the Software, Portal and API

1. Wuunder shall make the Portal and/or the API available to the user for the term of the Agreement. This right to use the Portal and/or the API is a personal right of use, which may not be transferred, pledged or licensed by the user.
2. The provisions on intellectual property and the right of use set out in the following Article shall also apply to the Right of Use of the Portal and/or the API.

Article 13 – Intellectual Property and Right of Use

1. All existing and future (to be developed) intellectual property rights and know-how in respect of the Platform, the Portal, the Services and the Software shall remain vested exclusively in Wuunder, unless otherwise agreed in writing.
2. All related documents provided by Wuunder are intended solely for use by the Client and may not be reproduced, made public or disclosed to third parties by the Client without the prior consent of Wuunder, unless the nature of the documents provided dictates otherwise.
3. Wuunder makes the Platform, the Portal, the Services and the Software available to the Client on the basis of a user licence. The right to use the Software is inextricably linked to the Platform and the Services included, and is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
4. Wuunder reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is thereby disclosed to third parties.
5. Wuunder's obligation to make available, and the Right of Use of the Client, Sender or Recipient in respect of the Platform, the Portal, the Services and the Software, extend solely to the object code of the Software. The Right of Use does not extend to the source code. The source code and the technical documentation prepared during development shall not be made available to the Client, even if the Client is willing to pay financial consideration for them.
6. Wuunder is entitled to take measures to protect the Platform, the Portal, the Services and the Software against unlawful use and/or against use other than as agreed between Wuunder and the Client. The Client shall never remove or circumvent, or cause to be removed or circumvented, any technical measures intended to protect the Platform, the Portal, the Services and the Software.
7. The Client may use the Platform, the Portal, the Services and the Software solely for their intended purpose. The Client is not permitted to copy, modify, sell, rent out, dispose of or grant limited rights to the Platform, the Portal, the Services and the Software, including the associated codes for use, or to make them available to any third party in any manner, for any purpose or under any title whatsoever. This also applies to reverse engineering, save insofar as permitted under the Dutch Copyright Act (Auteurswet). Nor shall the Client grant any third party (online) access, whether remote or otherwise, to the Platform, the Portal, the Services and the Software.
8. Upon request, the Client shall cooperate without delay with any investigation to be carried out by or on behalf of Wuunder into compliance with the agreed usage restrictions. Wuunder shall treat as confidential all confidential business information it obtains from or at the Client's premises in the course of such an investigation, insofar as that information does not relate to the use of the Platform, the Portal, the Services and the Software themselves.
9. The Client warrants that no infringement whatsoever is made of the rights of third parties and shall indemnify Wuunder against all third-party claims in that regard.

Article 14 – Usage Restrictions of the Software

1. Wuunder is entitled to impose usage restrictions regarding the capacity and volumes that the Client can or may use through the Software, including but not limited to the number of shipping labels, carriers, parcel shops and API requests. Where applicable, such restrictions shall be recorded in writing. The applicable restrictions may depend in part on the subscription selected by the Client.
2. If the Client exceeds contractually agreed usage restrictions, Wuunder may, where specific prices for additional usage have been agreed, invoice the additional usage to the Client separately. If no pricing arrangements have been made in this regard, Wuunder shall be entitled to restrict or block access to relevant parts of the Software and shall send the Client a warning. In that event, the Client may choose either to extend its licence to accommodate the additional usage or to take measures to limit its use of the Software.
3. Where Wuunder has not set a specific limit on the use of certain parts of the Software, a "fair use" limit shall apply. Use of the Software shall be deemed excessive or unreasonable, and the fair use policy shall thereby be deemed to have been breached, if, in Wuunder's professional and reasonable judgement, such use substantially exceeds what may be expected from normal use by comparable customers.
4. If the Client breaches the "fair use" policy as described in Article 15.3, Wuunder shall send the Client a warning. If, after receiving this warning, the Client fails to take timely measures to limit its use of the Software, Wuunder may impose temporary usage restrictions or restrict access to the Software until the Client has extended its licence and/or subscription to accommodate the excess usage. In urgent cases (for example, in the event of adverse effects on the performance, availability or integrity of the IT infrastructure of Wuunder or its suppliers), Wuunder may take measures without giving a warning.
5. Wuunder reserves the right to amend or further elaborate the fair use policy as described in Article 15.3 without the Client's consent being required. Any changes to the policy shall be communicated to the Client at least thirty (30) days before their effective date.

Article 15 – Liability and Indemnification

1. Any liability of Wuunder towards the Client, on whatever legal basis, shall be limited to the invoice value (exclusive of VAT) of the service provided by Wuunder and charged to the Client. In the case of ongoing services, liability shall be limited to the amount (exclusive of VAT) invoiced by Wuunder to the Client in the six (6) months preceding the event giving rise to the liability. In no event shall liability exceed a maximum of €10,000 (ten thousand euros) per event or series of related events.
2. Wuunder excludes all liability for indirect loss, including consequential loss, loss of profit, lost savings, loss of goodwill, loss due to business interruption, and any loss related to transport. Wuunder's liability in connection with the mutilation, destruction or loss of data or documents is likewise excluded. These limitations shall not apply if and insofar as the loss is the result of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Wuunder's management.
3. It shall always be a condition for any right to compensation to arise that the Client notifies Wuunder of the damage in writing as soon as possible after it has occurred. Any claim for damages against Wuunder shall lapse upon the mere expiry of twelve (12) months after the claim arose, unless the Client has instituted legal proceedings for compensation of the damage before the expiry of that period.
4. The Client shall be liable towards Wuunder and/or third parties for any damage arising from incorrect and/or fraudulent and/or incomplete descriptions, indications or statements, as well as for any damage arising from defects in the Shipment not disclosed in advance, even if such damage has arisen through no fault of the Client.
5. If Wuunder modifies the Software in accordance with the Client's wishes, including but not limited to configuring the settings of the Software and developing new functionalities, Wuunder shall not be liable for any direct or indirect damage arising from errors or defects in those modifications which the Client could reasonably have foreseen. The Client must expressly accept and test the modifications carried out by Wuunder before using the Software.

Article 16 – Suspension

1. Without prejudice to the provisions of this Agreement, Wuunder is entitled to suspend the performance of its obligations if the Client fails to perform, or fails to perform in full, its obligations under the Agreement, or threatens not to perform them. Wuunder shall not be liable for any damage resulting from such suspension.
2. The right of suspension shall lapse if the Client has provided security for the performance of its obligations which Wuunder considers sufficient.
3. Suspension of the Agreement shall not release the Client from its payment obligations.
4. If Wuunder suffers damage and/or incurs additional costs as a result of the suspension of this Agreement, such damage and/or costs shall be borne by the Client.

Article 17 – Complaints

1. The Client is obliged to inspect the Services provided immediately upon delivery and to verify whether they conform to the Agreement. The Client must in any event submit a complaint in writing, stating reasons, within fourteen (14) calendar days of the invoice date, failing which any claim based thereon shall lapse. If the Client fails to do so, Wuunder shall be deemed to have fulfilled its obligations.
2. If a complaint is well-founded, Wuunder shall still perform the work as agreed, unless this has meanwhile demonstrably become pointless for the Client. The Client must give written notice of the latter.
3. If it is no longer possible or meaningful to perform the agreed work, Wuunder shall only be liable within the limits of Article 16.
4. The submission of a complaint shall under no circumstances entitle the Client to suspend its payment obligation towards Wuunder.
5. In the event of a failure in the performance of the Agreement on the part of Wuunder, the Client must give Wuunder proper written notice of default without delay, allowing a period of at least thirty (30) calendar days to remedy the failure.

Article 18 – Force Majeure

1. If Wuunder is unable to perform its obligations under the Agreement, or is unable to perform them in a timely or proper manner, as a result of a cause not attributable to it, including but not limited to disruptions in the computer network, cyberattacks (including DDoS attacks) and disruptions in electronic data communication and/or the internet, regardless of whether such circumstances occur at Wuunder or at any suppliers engaged by it for the Services, those obligations shall be suspended until such time as Wuunder is able to perform them in the agreed manner, without any liability whatsoever.
2. The party wishing to invoke the right referred to in this Article must notify the other party of the force majeure in writing without delay. Following such notification, Wuunder and the Client shall jointly mitigate the consequences of the force majeure. If the force majeure continues for more than three (3) months, either party shall be entitled to rescind the Agreement in whole or in part, without either party being liable for any compensation as a result.
3. If, at the onset of a force majeure situation, Wuunder has already partially fulfilled its obligations under an Agreement, Wuunder shall be entitled to invoice the performance already rendered separately, and the Client shall be obliged to pay that invoice as if it were a separate transaction.

Article 19 – Termination

1. Unless otherwise agreed, fixed-term agreements shall, upon expiry of the initial term (of one year each time), be automatically renewed for the same term, unless either party terminates the Agreement in writing no later than two (2) months before the expiry of the term.
2. If the Agreement is terminated by the Client without observing the notice period referred to in paragraph 1, including in the event of force majeure as referred to in Article 18 of this Agreement, the Client shall be obliged to pay: (i) all fees that would have been payable for the remaining term of the Agreement; and (ii) an additional amount equal to 10% of all fees that would have been payable for the remaining term of the Agreement, as compensation for the loss suffered by Wuunder as a result of the early termination. The foregoing shall not apply insofar as the termination results from facts or circumstances attributable to Wuunder.
3. If the Agreement is terminated prematurely by Wuunder, Wuunder shall, in consultation with the Client, arrange for the transfer of any work still to be performed to third parties, unless the termination is based on facts and circumstances attributable to the Client.
4. If the transfer of the work entails additional costs for Wuunder, such costs shall be charged to the Client.

Article 20 – Rescission

1. In addition to the statutory provisions on rescission, Wuunder may rescind the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention and without being liable for damages towards the Client, if the Client is granted a suspension of payments (surseance van betaling), whether provisional or otherwise, if a petition for the Client's bankruptcy is filed, or if the Client's business is liquidated or discontinued other than for the purposes of reconstruction or a merger of businesses.
2. Wuunder may also terminate the Agreement in whole or in part with immediate effect, without notice of default, if decisive control over the Client's business changes, directly or indirectly.
3. Wuunder shall never be obliged to refund any monies already received or to pay any compensation by reason of termination as referred to in this Article.
4. In the event that the Client has been irrevocably declared bankrupt, the Client's right to use the software, websites and the like made available to it, as well as the Client's right to access and/or use the Services of Wuunder, shall terminate, without any act of termination being required on the part of Wuunder.

Article 21 – Governing Law and Competent Court

1. The legal relationship between Wuunder and the Client shall be governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) is expressly excluded.
2. All disputes relating to this Agreement and to agreements connected therewith shall be adjudicated by the District Court of Midden-Nederland (Rechtbank Midden-Nederland) in the Netherlands, save insofar as mandatory rules of jurisdiction preclude this choice.

Article 22 – Limitation Period

1. All claims and other rights, on whatever legal basis, which the Client has against Wuunder must have been received by Wuunder in writing within twelve (12) months of the moment at which the Client became aware or could reasonably have become aware of them, failing which they shall lapse.

Article 23 – Miscellaneous

1. Wuunder reserves the right to transfer the rights arising from this Agreement to a company affiliated with it. The Client hereby consents to this in advance.
2. If a provision of these Terms and Conditions and/or any annexes contains one or more parts that prove to be null and void or are declared non-binding, the parties hereby undertake in advance to agree, in mutual consultation, on such an arrangement as will give effect as far as possible to the intentions of the parties when entering into the Agreement.
3. These Terms and Conditions have been drawn up in several languages. In the event of any differences in interpretation regarding the content and/or purport, the Dutch text of the Terms and Conditions and its interpretation under Dutch law shall at all times prevail.