Terms and Conditions Wuunder & Paazl

Article 1 – Definitions
For the purpose of these general terms and conditions the following is understood as:

• Proposal or Offer: the written offer to the client of Wuunder to supply services.
• Orders: the order of the client for the services and/or the acceptance of the proposal by the client. 
• Services: the carriage services supplied by Wuunder and/or other related services via the platform of Wuunder.
• Provision of Services: the connection of demand for and supply of carriage services and/or other related services by means of the platform of Wuunder.
• Forwarder: broker in carriage services.
• User Right / Licence: a non-transferable and non-exclusive right to the use of the platform of Wuunder, exclusively for the benefit of the normal management and the normal business operations of the client and (where applicable) its direct and indirect related undertakings.
• Customer: the legal entity that, through bookings via the platform of Wuunder, is qualified as the client.
• Recipient: the person who, through bookings via the platform of Wuunder, is qualified as the recipient of a shipment.
• Client: the other party of Wuunder, i.e. the sender of a shipment and/or the buyer of the other related services of Wuunder.
• Agreement: the agreement for the provision of services by and between Wuunder and the client, which is concluded through the online booking or change of a shipment via the platform of Wuunder (my.wearewuunder.com), including the acceptance of the offer for other related services.
• Platform: the platform <my.wearewuunder.com> of Wuunder, which includes the following websites: www.wearewuunder.com, www.wuunder.com, www.gowuunder.com, www.getwuunder.com.
• Portal: the general ‘My Wuunder portal’ is part of the platform of Wuunder to which the client is linked and on which the client must log in with its own user name and password, if the client wants to use the carriage services of Wuunder.
• Software: any and all software to be made available and/or already made available by Wuunder or on behalf of Wuunder that enables the operation of the platform, including the thereto-pertaining documentation and source code(s).
• Carrier: the external party that is hired through the platform of Wuunder to provide for the shipment.
• Carriage Document: the data carrier (or combination of data carriers) present on the shipment, from which the specifications with regard to the carriage can be deduced, including and not limited to the address of the sender and the recipient, the bar code, and the shipment number.
• Sender: the person who, through bookings via the platform of Wuunder, is qualified as the sender of a shipment.
• Terms and Conditions: these general terms and conditions and the Dutch language version of the Dutch Forwarding Conditions 2018 of the Netherlands Association for Forwarding and Logistics (FENEX).
• Wuunder: Wuunder Nederland B.V., having its registered office in Sint Odiliënberg and having its place of business in (6003 DD) Weert at the Marconilaan 8, for the purpose hereof duly represented by Mr B.G.H. Takkenkamp, and registered in the Trade Register of the Chamber of Commerce under number 65054253.
• Shipment: the goods that are transferred through this agreement. 

Article 2 – Applicability of the general terms and conditions

1. Wuunder only acts as the Forwarder via the Platform, hence it only brokers in carriage services and/or other related services and it does, consequently, by no means act as the Carrier.
   2. These Terms and Conditions are applicable to any and all proposals, offers, order confirmations, and agreements between Wuunder and the Client.
2. Any and all potential deviating stipulations are only applicable if they were established in writing. 

Article 3 – Offer of Wuunder

1. Any and all offers made by Wuunder are subject to contract, based on the data made available by the Client, and are applicable for at most 30 days, unless stipulated otherwise.
   2. If Wuunder calculates all-in respectively fixed rates then the said rates much be qualified as rates inclusive of any and all costs that are in general, in case of a normal settlement of the Shipment, at the expense of Wuunder. The use of all-in or fixed rates does by no means lead to a change in the capacity of Wuunder as the Forwarder.
   3. Unless stipulated otherwise in writing, all-in respectively fixed rates do in any case not include: duties, taxes, and levies, consulate and legalisation costs, costs for the preparation of bank guarantees, and insurance premiums.
2. Unless stipulated otherwise in writing, the prices quoted in proposals, offers, and order confirmations are exclusive of VAT and other official duties, as also exclusive of potential expenses to be incurred in the context of the Agreement.
3. Any and all information supplied by Wuunder is always applicable approximately, unless indicated otherwise in writing.
4. Any and all documents with regard to proposals, offers, and order confirmations are and remain the property of Wuunder and cannot be made available to third parties for insight, or be duplicated or copied in any way whatsoever without prior written consent of Wuunder.
5. Proposals are not automatically applicable to follow-up orders / contracts.
6. The Agreement between Wuunder and the Client is concluded as soon as Wuunder confirmed the awarded order in writing via the Platform, or a customer account has been created via the Platform.  

Article 4 – Implementation of the Agreement

1. Wuunder shall to the best of its knowledge and ability make an effort to implement the Agreement in an optimal fashion. Delivery and completion periods of Wuunder are indicative.
2. The Agreement takes effect at the moment that the Client awards a contract for the carriage via the Platform, or for services that are purchased from the customer account via the Platform. 
   3. The Client is required to ensure that the Shipment is available at the stipulated place and time.
   4. The Client is required to ensure that the documents required for the receipt and for the shipment as well as the required instructions are in the possession of Wuunder and/or the Carrier in a timely fashion. Failing the same, Wuunder shall be entitled to suspend the implementation of the Agreement and/or to change the consequently incurred additional costs to the Client.
   5. Wuunder is entitled to examine as to whether the information made available to the same is correct and complete.
   6. The Client shall also provide for a correctly filled in Carriage Document that is presented to the Carrier when the goods are loaded, on which the nature and the scope of the shipment corresponding with the forwarding contract are specified. The said Carriage Document shall be signed by the Client and – after inspection of the load by the Carrier – by the Carrier. The Client shall make a copy of the signed Carriage Document available to both the Carrier and Wuunder.
   7. The Client monitors that the loading of the Shipment takes place by the Carrier in the correct manner. If the Client is of the opinion that this is not the case then it immediately places a corresponding annotation on the Carriage Document. After signature of this document by both the Client and the Carrier, the Client shall make a copy of the document available to the Carrier and to Wuunder.
   8. In case of insufficient loading and/or unloading time – irrespective of the relevant cause – any and all costs deriving from the same shall be at the expense of the Client.
   9. Extraordinary expenses and higher wages, which arise when carriers proceed with loading or unloading during the evening, the night, on Saturdays, Sundays, and national public holidays pursuant to a provision in the relevant carriage documents, are not included in the stipulated prices, unless stipulated otherwise in writing.
   10. Wuunder and the Carrier do not act as an expert. Neither party shall by any means whatsoever be liable for specifications of a condition, nature or quality regarding the Shipment. 
   11. The carriage of the Shipment is completely at the risk and expense of the Client.
   12. Immediately after receipt, the Client shall inspect the Shipment on quality and quantity. In this respect, the Client shall also check whether or not the quality and the quantity of the delivered Shipment complies with the specifications indicated in the Carriage Document. Potential defects observed by the Client must be reported to Wuunder in writing at the latest 5

working days after receipt of the Shipment, with reference to the nature and scope of the complaints and the order number under which the Shipment was delivered.
13. Wuunder is authorised to hire third parties for the implementation of the Agreement and to accept general terms and conditions (with limitation of liability) of the said third party on behalf of the Client.
14. Wuunder is authorised to implement the Agreement in instalments and to invoice the said instalments separately.
15. The Client indemnifies Wuunder against any and all liabilities of third parties who incur damages as a result of the implementation of the Agreement.

Article 5 – Price 

1. Unless stipulated otherwise in writing, the price (contract sum) as specified in the Offer and/or the Agreement:    

– is based on the prices that are applicable at the moment of the conclusion of the Agreement;

– is exclusive of VAT, potential taxes and other official duties, including customs duties and rights. 

1. Changes, including additional costs, in the original contract of any nature whatsoever, by or on behalf of the Client, which result in higher costs than taken into account in the quotation, are additionally charged to the Client. This applies irrespective of the fact as to whether the aforementioned change(s) could have been foreseen by Wuunder at the time of the conclusion of the Agreement.
2. Changes as intended in the previous paragraph shall not entitle the Client to cancellation. 

Article 6 – Payment 

1. The payment must take place immediately when booking by means of the stipulated payment method, i.e. by means of a continuous direct debit or a payment by company credit card. A payment term of seven (7) days after the date of the invoice applies to payments on account, unless stipulated otherwise in writing.
   2. The costs for freights, duties, remunerations, etc. upon arrival respectively upon shipment of the Shipment are fully at the risk and expense of the Client, unless stipulated otherwise in writing.
   3. The Client cannot rely on discount, settlement or suspension. Objections to the invoice shall not suspend the payment obligation.
   4. The Client is at any time, on demand of Wuunder, required to provide security for the payment of everything that is due and payable by the Client. If and as long as the Client refuses or is unable to provide security, Wuunder shall be entitled to suspend the implementation of its obligations on account of the Agreement.  
   5. After the expiry of the payment term, the Client is in default by operation of law. From that moment, the Client shall be liable to pay the statutory commercial interest and extrajudicial collection costs.
   6. Any and all costs that Wuunder must incur for satisfaction of the claim, in and out of court, shall be at the expense of the Client. The extrajudicial collection costs are calculated according to the graduated scale for extrajudicial collection costs, with a minimum of €250.00.
   7. In the following instances, claims of Wuunder in respect of the Client, of any nature whatsoever, are, in any case, always immediately due and payable: in the event that the Client is declared to be insolvent or applied for insolvency, applies for or was granted suspension of payment; in the event of an application for the Client to be placed under guardianship; in the event of sequestration of assets of the Client; or, in the event of a transfer of the business of the Client or a part of it, including the contribution of its business to another business newly to be incorporated or already incorporated.
   8. The Client shall always reimburse Wuunder for the amounts that are claimed or additionally claimed from Wuunder in connection with the contract as a result of incorrectly levied freights and costs.
   9. In case of cancellation of the contract by the Client, Wuunder can charge cancellation costs equal to 10% of the total contract value.

Article 7 – Delivery and delivery periods  

1. The Receiver is required to accept the delivery of the Shipment in the condition in which it is.
2. In the event that the Shipment is not delivered on the stipulated delivery date, the Client or the Receiver shall not be entitled to compensation, unless the delay can be blamed on an intentional act or gross negligence of the management of Wuunder.  
3. Wuunder is authorised to suspend the implementation of Orders on the basis of force majeure, as described in article 16, without being held to pay any compensation.

Article 8 – Right of pledge, right of retention and security

1. Wuunder is entitled to refuse the release of goods, documents, and funds that Wuunder has or shall have in its possession on any account and for any designated use whatsoever, in respect of anyone.
   2. Wuunder is entitled in respect of anyone who requires release to a right of pledge and a right of retention on any and all goods, documents, and funds that Wuunder has or shall have in its possession, on any account and for any designated use whatsoever, for any and all claims that it has or may have at the expense of the Client and/or the owner, also in respect of claims that are not related to the said goods.
   3. In case of forwarding of the goods, Wuunder shall be entitled to deduct the payable amount or to draw a bill of exchange with thereto-pertaining documents of abandonment.
2. Wuunder can also exercise the rights as intended in this article (right of pledge, right of retention, and right to refuse release) in respect of what the Client is still liable to pay to Wuunder in connection with prior contracts and for everything encumbered on the good on account of cash on delivery.
3. A sale of any collateral takes place at the expense of the Client in the manner determined by law or, in the event of relevant agreement, privately.
4. On demand of Wuunder, the Client shall provide security for costs paid or to be paid by Wuunder to third parties or official authorities and other costs that Wuunder incurs or anticipates to incur for the benefit of the Client, including freight, port charges, duties, taxes, levies,and premiums.
5. Wuunder is not required to, in the absence of documents, issue indemnities or provide securities. If Wuunder issued an indemnity or provided security then the Client is held to indemnify Wuunder against any and all consequences.
   
   Article 9 – Confidentiality  
6. The parties shall mutually make the necessary information available to each other, the latter in as much as required in the context of the Agreement.
   2. In respect of any and all information to be made available to each other by the parties, each party must observe unconditional and irrevocable confidentiality. The said confidentiality shall also be imposed by each party in full on the internal or external advisor(s) hired by the same. 

7. All parties commit to, after signature of this Agreement, both during this Agreement and after termination of the same, comply (continue complying) with any and all obligations of this Agreement.

    

Article 10 – Personal data and security

1. The parties can process personal data. The parties are individually responsible for compliance with the obligations pursuant to the GDPR, however they shall exclusively use the personal data for the purpose for which they were made available and not retain them longer than strictly necessary for that purpose. 2. The parties shall act in conformity with each other’s privacy policy.
   3. Wuunder shall take appropriate technical and organisational measures in order to safeguard the protection of the personal data that Wuunder has in its possession and uses. The said technical and organisational measures shall also serve to prevent loss or any other form of unlawful processing of the personal data. In this respect, Wuunder shall consider the nature of the processing in relation to the measures to be taken.
2. For questions or insight into its data, the Client, Sender or Receiver can contact Wuunder via info@WeAreWuunder.com or via +31 20 261 57 48.

Article 11 – User right of the Portal
1. Wuunder makes the Portal available to the Receiver and the Sender, on the basis of the arrangements stipulated with the Receiver and the Sender, during a term stipulated with the Receiver and the Sender. The said right to use the Portal by the Receiver and its users is a User Right associated with the Receiver and the Sender and a personal User Right for the users, which is non-transferable, not subject to pledging, and non-licensable by the Receiver, Sender and/or its User(s). 

2. Wuunder makes the Portal available to the Receiver and the Sender by making a link available that automatically leads to the protected environment.

3. The provisions about intellectual property and User Right, as indicated in the following article, are equally applicable to the User Right of the Portal.  

Article 12 – Intellectual property and user right 

1. Any and all existing and future intellectual ownership rights (to be developed) and know-how on the Platform, the Portal, the Services, and the Software remain exclusively vested in Wuunder, unless stipulated otherwise in writing.
2. Any and all documents related to this and made available by Wuunder are exclusively meant to be used by the Client and cannot be reproduced, disclosed, or communicated to third parties by the Client without prior consent, unless the nature of the supplied documents indicates 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, including the Services, and is non-exclusive, non-transferable, not subject to pledge, and non-sub-licensable
4. Wuunder reserves the right to use the knowledge increased as a result of the performance of the activities for other purposes, to the extent that confidential information is not disclosed to third parties.
5. The availability obligation of Wuunder and the User Right of the Client, Sender or Receiver on the Platform, the Portal, the Services, and the Software exclusively extend to the object code of the Software. The User Right does not extend to the source code. The source code and the technical documentation prepared during the development are not made available to the Client, neither if the Client is willing to pay a financial compensation for it.
6. Wuunder is entitled to take measures to protect the Platform, the Portal, the Services, and the Software against unlawful use and/or against other use than stipulated by and between the parties. The Client shall never remove (have removed) or circumvent (have circumvented) technical measures that are meant to protect the Platform, the Portal, the Services, and the Software.
7. The Client can exclusively use the Platform, the Portal, the Services, and the Software for the proposed purpose.  The Client is not allowed to copy, alter, sell, hire out, alienate or grant limited rights or to, in any way whatsoever, for any purpose or subject to any title, make the Platform, the Portal, the Services, and the Software, including thereto-pertaining codes, available to a third party for use. This also applies to reverse engineering, barring to the extent that this is permitted on the basis of the Dutch Copyrights Act. Nor shall the Client provide a third party – whether or not remote – (online) access to the Platform, the Portal, the Services, and the Software.
8. The Client shall, if so requested, forthwith lend its cooperation in an examination to be conducted by or for the benefit of Wuunder regarding compliance with the stipulated user restrictions. Wuunder shall handle any and all confidential information that it receives in the context of an examination of or at the Client, to the extent that the said information does not regard the use of the Platform, the Portal, the Services, and the Software.

9. The Client guarantees that no infringement is made of the rights of third parties and indemnifies Wuunder against any and all claims of third parties in connection therewith. 

    

Article 13 – Liability and indemnification 

1. The liability of Wuunder shall in all instances be limited to the direct damages up to at most the amount of the price stipulated for the relevant Agreement.
2. Wuunder excludes each and every liability for indirect damages, including consequential damages, lost profit, lost savings, reduced goodwill, losses due to business interruptions. Equally excluded is the liability of Wuunder in connection with mutilation, destruction or loss of data or documents.

The said limitations expire if and to the extent that the damages are the result of intent or intentional recklessness of the management of Wuunder.   

1. Condition for the occurrence of a right to compensation is always that the Client reports the damages to Wuunder in writing as soon as possible after the occurrence of the same. Each and every claim for compensation against Wuunder expires after the mere expiry of 12 months after the occurrence of the claim, unless the Client filed a legal claim for compensation for the damages prior to the expiry of the said period.
2. The Client shall be liable in respect of Wuunder and/or third parties for damages that derive from incorrect and/or deceptive and/or incomplete descriptions, indications or communications, as also for damages that derive from defects of the Shipment not communicated in advance, also if the said damages occur through no fault of the Client. If the weight is not indicated or incorrectly then the Client shall be liable for any and all damages that derive from the same. 

Article 14 – Suspension

1. Without prejudice to the provisions set forth in this Agreement, Wuunder is authorised to suspend compliance with its obligations, if the Client does not comply with the obligations pursuant to the Agreement or not completely or threatens to not comply. Wuunder shall not be liable for damages potentially deriving from this kind of suspension.
2. The authority to suspend expires, if the Client provided, at the discretion of Wuunder, sufficient security to guarantee compliance with its obligations.
3. Suspension of the Agreement shall not release the Client from its payment obligations.
4. If Wuunder incurs damages and/or incurred additional expenses due to the suspension of this Agreement then this shall be at the expense of the Client.   

Article 15 – Complaints and guarantees  

1. The Client can exclusively object in writing with Wuunder within five (5) days after discovery of a defect with reference to the nature and scope of the complaints and the order number under which the Shipment was / is delivered. If the Client fails to do so then Wuunder is deemed to have complied with its obligations. 
   2. If a complaint is well-founded then Wuunder shall yet perform the activities as stipulated, unless this has meanwhile become demonstrably useless for the Client. The latter must be communicated by the Client in writing.
   3. If it is no longer possible or useful to yet perform the stipulated activities then Wuunder shall only be liable within the boundaries of article 13. 
   4. The submission of a complaint shall by no means give the Client cause to suspension of the payment obligation in respect of Wuunder.  

Article 16 – Force majeure 

1. If Wuunder does not comply with its obligations pursuant to the Agreement or not in a timely fashion or not properly as a result of a cause that cannot be attributed to the same, including but not limited to failures in the computer network, cyber attacks, and failures in electronic data communication and/or on the internet, irrespective of the fact as to whether these circumstances occur at Wuunder or at the third parties potentially hired for the Services, then the said obligations are suspended up to the moment that Wuunder is yet able to comply with the same in the stipulated manner without any liability.
2. The party who wants to rely on the authority as intended in this article must forthwith inform the other party in writing of the force majeure. After the said notification the parties shall jointly limit the consequences of the force majeure. In the event that the force majeure has continued for more than three (3) months, each party shall be authorised to rescind the Agreement either in whole or in part, without the parties being liable to pay compensation.

3. If Wuunder, upon the occurrence of a situation of force majeure, has already partly complied with an obligation pursuant to an Agreement then Wuunder shall be entitled to invoice the already delivered performance individually and the Client shall be held to pay the relevant invoice as if it were a separate transaction.

    

   Article 17 – Termination
   1. Unless stipulated otherwise, agreements for a fixed term are automatically renewed after expiry of the initial term (each time of a year) for the same term, unless one of the parties terminates in writing at the latest two (2) months prior to the expiry of the term of the Agreement.
   2. If the Agreement is terminated by the Client without taking the notice period as intended in paragraph 1 into account then Wuunder shall be entitled to compensation on account of the consequently incurred losses, unless the termination is based on facts and circumstances that can be allocated to Wuunder.
   3. If the Agreement is terminated early by Wuunder then Wuunder shall in consultation with the Client provide for a transfer of the activities yet to be performed to third parties, unless the termination is based on facts and circumstances that can be allocated to Wuunder.
   4. If the transfer of the activities brings about additional costs for Wuunder then they are charged to the Client.
   5. Notwithstanding the foregoing, the Client may decide to switch to another supplier. Wuunder will provide full cooperation in the transfer of the relevant data, whereby Wuunder reserves the right to charge reduced switching costs to the Client.

    

Article 18 – Rescission
1. Each of the parties can, in addition to the statutory provisions regarding rescission, rescind the Agreement, without notice of default or judicial intervention and without being liable to pay damages to the other party, with immediate effect, either in whole or in part, if the other party is granted – whether or not provisional – suspension of payment, if a bankruptcy petition is filed in respect of the other party, if the business of the other party is liquidated or terminated, other than for the benefit of reconstructions or merger of undertakings. Wuunder can also terminate the Agreement with immediate effect, without a notice of default, either in whole or in part, if the decisive control over the business of the Client changes, either directly or indirectly. However, Wuunder is, as the occasion arises, never held to refund already received funds or to pay compensation on account of the termination as intended in this paragraph. If the Client was irrevocably declared to be bankrupt then the right of the Client to use the available software, websites, and the like as well as the right of the Client to access and/or use the Services of Wuunder shall come to an end, without a termination formality being required on the part of Wuunder.

Article 19 – Applicable law and competent court
1. Dutch law is exclusively applicable to the legal relationship between Wuunder and the Client. Applicability of the Vienna Sales Convention is expressly excluded. 

1. Any and all disputes regarding this Agreement and agreements related to the same shall be settled by the District Court for the Middle Netherlands, the latter barring to the extent that mandatory rules of jurisdiction oppose this choice.

Article 20 – Tax authorisation and customs handling
1. The Customer authorises and engages Wuunder to submit a direct representation authorisation regarding potentially required customs declarations and the like to the customs forwarder / authorised tax representative hired by Wuunder for this purpose. 

1. The Customer shall pay any and all costs passed on to the same by Wuunder and any and all duties, including potential additional assessments and/or fines, (whether or not officially imposed) deriving from or related to customs declarations and the like filed for the Customer, without any withholding or settlement within the term specified by Wuunder. Wuunder is also entitled to charge an immediately payable advance to the Customer regarding costs and duties expected by the same.  

Article 21 – Prescription

Any and all claims and other authorities, on any account whatsoever, that the Client has in respect of Wuunder must have been received by Wuunder in writing within 12 months after the moment that the Client came or could reasonably have become familiar with the same, failing which they shall expire.
 

Article 22 – Other provisions

1. Wuunder reserves the right to transfer the rights that derive from this Agreement to a company related to the same. As the occasion arises, the Client hereby already agrees with the same.
2. If a provision of these Terms and Conditions and/or potential schedules contains one or more components that appear to be null and void or that are declared to be unenforceable then the parties hereby commit to, as the occasion arises, agree in joint consultation on a scheme that best does justice to and is best in line with the intentions of the parties upon the conclusion of the Agreement.
3. These Terms and Conditions were drawn up in various languages. In case of differences in interpretation about the content and/or scope the Dutch text of the Terms and Conditions and its interpretation under Dutch law shall always be decisive.

These General Terms and Conditions apply to every offer or proposal submitted by Paazl B.V. in respect of its Services and form an integral part of every Agreement between Paazl B.V. 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 Paazl B.V. if and to the extent that they have been explicitly accepted by Paazl B.V. in writing.

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 Paazl under which Paazl supplies
Services to the Client.
1.2 Client: the natural person or legal entity with whom Paazl 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 Paazl to the Client with a view to the use of the On Premise Software (for Scan &
Print).
1.8 Major Updates: systematic modifications and upgrades of the Software in connection with
adding functionalities.
1.9 Minor Updates: modifications and updates in the Software in connection with bug fixing,
improving the functionality and/or correcting errors.
1.10 Module: a module of these General Terms and Conditions containing provisions relating to a
specific area of activity.
1.11 Maintenance: all Services to be performed by Paazl 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.
1.12 On Premise Software: the on premise software of Paazl, to be installed, by or on behalf of
the Client.
1.13 Paazl: Paazl B.V., established at Isaac Titsinghkade 103 in Amsterdam and registered with the
Chamber of Commerce under number 59227257.
1.14 Parties: Paazl and the Client jointly.
1.15 SaaS: the software-as-a-service of Paazl, in which connection Paazl grants access to the
Client. Available in Paazl’s cloud environment.
1.16 Services: the service(s) that Paazl will perform for the Client, including but not limited to
delivering the On Premise Software and/or providing access to the SaaS.
1.17 SLA: the Service Level Agreement concluded separately between Paazl 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.
1.18 Signing Date: the date on which the Agreement becomes effective and on which the delivery
of the service commences.
1.19 Software: the On Premise Software and SaaS jointly.
1.20 Support: all actions to be performed by Paazl 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.
1.21 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 If anything should contradict between the provisions of the Agreement, the General Terms &
Conditions or appendices thereto, the following order of priority will apply:
a. the License Agreement;
b. any Data Processing Agreement that has been concluded;
c. any SLA that has been concluded;
d. any Appendices to the Agreement;
e. 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 indicate that it agrees to the proposal or the offer, but
nevertheless agrees to Paazl 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 Paazl to carry out certain work, without waiting for a formal
proposal to be made.
3.3 Proposals of Paazl 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, Paazl 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 Paazl 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 Paazl 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 Paazl are always indicative and shall in no case constitute final
deadlines.
4.3 If and where required for the proper performance of the Agreement, Paazl 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 Paazl shall help Client to implement the Software properly to the best of its ability. However,
Paazl shall never be liable for improper implementation of the Software by Client.
4.5 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 Paazl indicates 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 Paazl in time. The period within which Paazl is required to
perform the Agreement will not commence until all the data that Paazl has requested and
requires have been received.
5.2 If the Client knows or can assume that Paazl will need to take additional or other measures to
comply with its obligations, the Client will inform Paazl thereof without delay.
5.3 The Client shall grant Paazl access to all locations, services and accounts under its
management that Paazl 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 Paazl. The contact person shall act as focal point for consultation concerning all aspects of
the Agreement.
5.5 Paazl 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. Paazl 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. Paazl 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, Paazl 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. Paazl 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, Paazl 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, Paazl 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. Paazl may be dependent on its supplier(s) in carrying out Updates. Paazl 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.
6.5. Paazl is entitled to stop providing (components of) the Software with Updates or maintenance.
6.6. The Client can request Paazl to add modifications and new functionality to the Software.
Paazl is however at all times entitled to refuse such a request for any reason whatsoever.
6.7. 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. Paazl is entitled to charge additional costs for performing
Customisation. Customisation includes, but is not limited to the integration of new carrier and
delivery options on request of Client.

ARTICLE 7. SUPPORT

7.1. Paazl shall endeavour to provide Support upon delivery of the Services in the form of support
by telephone or assistance from a distance that in Paazl’s judgment is of a supporting nature
and can be carried out swiftly and simply. However, Paazl 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, Paazl is prepared to perform certain other
activities for the Client. On the Client’s request, Paazl will prepare a proposal for the activities
concerned.
7.3. Insofar as possible, Paazl 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 Paazl 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 Paazl 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 Paazl 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 Paazl. Paazl is always entitled to refuse its permission or to attach conditions to
its permission. 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 Paazl’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. Paazl 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. Paazl 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. Paazl 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. Paazl 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 Paazl 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 Paazl 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 Paazl
are exclusive of turnover tax (VAT) and other duties levied by the government.
9.2 Updates are included in the fees stated by Paazl 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, Client of On Premise Software 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, Paazl is authorised to adjust the prices accordingly, even after the Agreement has
already been formed.
9.4 Paazl is entitled to change the prices it applies during the term of the Agreement by a
maximum increase of five (5) percent, without the Client being able to terminate the
Agreement. Whenever the Agreement is extended Paazl is entitled to change the prices. If
the Client does not agree the increase of the prices, it will have the right to terminate the
Agreement effective as at the date it enters into effect. However, if a supplier of Paazl
increases its prices in the interim, Paazl is entitled to pass on this increase immediately to the
Client on a 1-on-1 basis, without the Client being able to terminate the Agreement. Paazl will
provide written notification of price adjustments.
9.5 Paazl 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.
9.6 If Client exceeds the maximum number of shipments or carriers allowed according to its
licence, Client automatically upgrades its licence for the same term as stated in the proposal.
As soon the new licence comes into place, a new Starting Date comes into force. In any case
whatsoever, during that specified term, Client may not downgrade its licence. Any difference
between the onboarding costs of the previous and new licence, as described in the proposal,
must be paid additionally by Client.

ARTICLE 10. TERMS OF PAYMENT

10.1. Paazl shall invoice the Client in advance for any non-recurring amounts payable. The
periodically payable amounts will be invoiced yearly in advance to the Client before
commencement of the period concerned. An additional fee will be charged by Paazl for each
quarterly (5%) or monthly (10%) invoice and shall, simultaneously with the making of such
invoice, be paid by the Client.
10.2. Paazl can issue electronic invoices to the e-mail address of the Client as known to Paazl. The
Client accepts this invoicing method.
10.3. Paazl will send the Client an invoice for all amounts payable by the Client. Invoices are
payable within fourteen (14) days after receipt of the invoice and to a Dutch bank account to
be designated by Paazl.
10.4. If the Client has failed to pay within fourteen (14) 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 Paazl 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, Paazl will
be authorised, without any notice of default being required, to suspend the Services, without
prejudice to Paazl’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, Paazl 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. The personal data to be processed by Paazl in performing the Services are subject to the
Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens), in connection
with which, according to the terminology of that Act, the Client shall be the ‘controller’ and
Paazl shall be the ‘processor’.
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 Paazl accepts statutory liability to pay compensation only insofar as stipulated in this Article.
12.2 Paazl 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,
Paazl 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 Paazl 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 Paazl 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 Paazl and
loss or damage arising from information or advice provided by Paazl of which the content is
not explicitly part of this Agreement.
12.4 Paazl stipulates that if Paazl modifies the SaaS in accordance with Client’s wishes, including
but not limited to configuring the settings of the SaaS and the development of new
functionalities. Paazl in no way can be held liable for any direct or indirect loss or damage
arising from those modifications. Client will need to explicitly accept and test the modifications
conducted by Paazl before using the SaaS. Client is always liable and responsible for these
modifications.
12.5 Where claims are covered by our insurance, 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 of such
available insurance coverage.
12.6 Where claims are not covered by our insurance, 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, tot 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 3,000 (excluding VAT).
12.7 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 Paazl’s management.
12.8 Paazl’s liability for an attributable failure to perform the Agreement will only arise if the Client
gives Paazl proper notice of default in writing without delay, providing a reasonable period to
remedy its failure, and Paazl 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 Paazl to provide an adequate response.
12.9 Any claim for compensation for loss or damage by the Client against Paazl 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.
12.10 Application of Section 6:271 et seq. of the Dutch Civil Code is excluded.
12.11 The Client indemnifies Paazl 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 Paazl and on which the delivery of the Services depends, but over
which Paazl has no actual control or in respect of which Paazl can make no contractual
obligation to perform, such as Internet networks with which Paazl has not concluded a contract; failures of the Paazl infrastructure and/or Services of Paazl caused by computer crimes, such as DOS or DDOS attacks or successful or unsuccessful attempts to circumvent network security or systems security; failures of Paazl’s suppliers, which Paazl was unable to foresee and where Paazl 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 thirty (30) 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 Paazl will not access data stored by the Client and/or distributed by the Client via Paazl’s
systems and/or Software, unless this is required to ensure the proper performance of the
Agreement or Paazl is obliged to do so pursuant to a legal provision or an injunction. In such
case, Paazl will undertake to limit access to the information as far as possible, to the extent
that this is within its power.
14.3 Client agrees to the processing of data stored by and/or distributed by the Client via Paazl’s
system and/or Software on aggregated level in order to improve the Software and Services.
14.4 Paazl will not share any data with any third parties unless this is required to ensure the proper
performance of the Agreement or Paazl is obliged to do so pursuant to a legal provision or an
injunction. In such case, Paazl will undertake to limit access to the information as far as
possible, to the extent that this is within its power.
14.5 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 License Agreement. If no term is
stated, the Agreement will be entered into for a period of thirty-six (36) months. The
Agreement can only be terminated prematurely as stipulated in these General Terms and
Conditions, or subject to the approval of both parties.
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
automatically be extended by another twelve (12) months, unless otherwise agreed in writing.
15.3 The Client shall observe a period of notice of two (2) months. Paazl shall observe a period of
notice of two (2) months.
15.4 Paazl 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 Paazl 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 Paazl 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, Paazl may only
terminate that part of the Agreement that Paazl has not yet performed. If the termination is
attributable to the Client, Paazl 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 Paazl’s right to compensation of loss or damage, lost profit and interest.
15.8 Paazl 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. Paazl 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 Paazl.

ARTICLE 16. AMENDMENTS

16.1. Paazl 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 Paazl 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 Paazl thereof, in writing, within fourteen (14) days of being notified thereof, stating reasons. This may give Paazl cause to review the amendment. If Paazl 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 Paazl and the Client shall be submitted to the competent
court in the district where Paazl 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 Paazl 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. Paazl 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, Paazl 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 Paazl. 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.

DELIVERY OF ON PREMISE SOFTWARE
If the Service comprises (in part) the delivery of On Premise Software, the provisions of this module
shall also apply.

ARTICLE 18. GRANT OF LICENSE
18.1 Paazl hereby grants to the Client, for the term and subject to the terms and conditions of the
Agreement, a Licence for the use of the On Premise Software. The terms and conditions
apply automatically if the Client uses the On Premise Software.
18.2 The Client is entitled to use the On Premise Software under the Licence for the Client’s
business or institution. The restrictions, which include but are not limited to, the number of
user accounts and available functions, are stated in the Agreement.
18.3 The Client is expressly not permitted to sell, rent out, transfer, grant or otherwise make
available to third parties any rights with regard to the On Premise Software. In derogation
from the above, the Client is permitted to make available the On Premise Software to End
Users for the use of the On Premise Software.
18.4 The following is also not permitted:
a. to reverse engineer the source code of the Software or to decompile the Software, except
where this is permitted pursuant to mandatory law;
b. to give a copy of the On Premise Software to third parties;
c. to sublicense or make the On Premise Software available to third parties by means of
rental, Software-as-a-Service constructions or otherwise;
d. to modify the On Premise Software, except where this is permitted pursuant to mandatory
law;
e. to delete or render unreadable designations of Paazl and/or its licensor(s) as the right
holder of the On Premise Software or parts thereof.
18.5 The Client shall as a minimum impose the same terms and conditions as included in the
General Terms and Conditions on the End Users with regard to the use of the On Premise
Software.
18.6 The Client shall if requested provide without delay its full cooperation in an investigation
performed by or on behalf of Paazl concerning compliance by the Client and/or End User with
the agreed restrictions on use. The Client shall on the first request of Paazl provide access to
its buildings and systems to Paazl or a third party engaged by Paazl.

ARTICLE 19. INSTALLATION AND DELIVERY

19.1 Unless agreed otherwise in writing, the Client itself shall be responsible in full for the
hardware, software and network environment, as well as the installation of the On Premise
Software.
19.2 Paazl shall provide a limited level of Support in respect of the installation of the On Premise
Software, but shall at all times be entitled to charge costs for this.
19.3 If agreed separately in writing, Paazl is prepared to perform the installation of the On Premise
Software for and under the responsibility of the Client. At the Client’s request, Paazl will
prepare a proposal for the activities concerned. Insofar as possible, Paazl will inform the
Client in writing of the costs for the installation before carrying out the activities.
19.4 If agreed separately in writing, Paazl is prepared to perform, at the Client’s request, the
configuration of the On Premise Software, after installation, on the hardware, software and
network environment to be designated by the Client. Paazl is entitled to charge costs for this.
Paazl shall give instructions with regard to the desired configuration. If the designated network
does not meet the requirements of Paazl, Paazl shall be entitled to refuse the configuration.
19.5 In the event that Paazl performs the installation and/or configuration as referred to in sections
3 and 4 of the present article, the Client shall at Paazl’s request provide all required access to
employees and auxiliary staff of Paazl to the environment to make possible the installation,
configuration, maintenance and modifications of the On Premise Software. At Paazl’s request,
the Client shall also make available employees of its own.
19.6 The selection, purchase and management of this hardware, software and network
environment are the sole and full responsibility of the Client. Paazl shall give instructions with
regard to the desired configuration. If the designated environment does not meet the
requirements of Paazl, Paazl shall not be responsible for any failure in the operation of the On
Premise Software.
19.7 On request, Paazl shall inform the Client of system requirements, but can in no case be held
responsible and liable for any failure in the operation of the On Premise Software delivered on
the systems of the Client or a third party engaged by the Client (including a hosting provider).
In addition, Paazl shall not be obliged to carry out modifications of the On Premise Software
with a view to the proper operation on the above-mentioned systems of the Client. Paazl shall
however provide assistance in seeking a suitable solution, insofar as it deems this
reasonable. This is at the sole discretion of Paazl. With regards to system modifications,
Paazl specifically stipulates that Client is responsible for the modification of their printer
settings.

ARTICLE 20. GUARANTEES AND AVAILABILITY

20.1. The Client accepts that the On Premise Software contain only the functionality and other
features as found by the Client in the On Premise Software at the time of delivery (“as is”), i.e.
with all visible and invisible errors and defects. Unless otherwise agreed by means of an SLA,
Paazl does not guarantee that the On Premise Software will be available at all times and
without interruptions or defects.
20.2. Paazl is not obliged to rectify problems/defects in the On Premise Software that are identified
more than three (3) months after delivery and are attributable to changes in the environment
or other technical factors (including browsers, infrastructure, operating systems and modified
standards).
20.3. Modifications that are required to be carried out as a result of technical factors as referred to
in the preceding section shall be performed in Minor Updates. Insofar as possible, Paazl will
state in advance the costs for these activities if they are not included in the next Minor
Update.
20.4. The Client is aware that the Paazl has no control of the hardware and infrastructure on which
the On Premise Software has been installed. Paazl therefore does not provide any
guarantees with regard to the availability of the hardware and infrastructure, and the
availability of the On Premise Software as a result of non-availability of the hardware and/or
infrastructure.

DELIVERY OF SOFTWARE-AS-A-SERVICE
If the Service comprises (in part) the delivery of the SaaS, the provisions of this module shall also
apply.

ARTICLE 21. USE OF THE SERVICE

21.1 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. Paazl shall inform the

Client of when the SaaS is made available.
21.2 Paazl 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.
21.3 Paazl 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.
21.4 In particular, the Client must keep the password strictly confidential. Paazl may assume that
everything that takes place from the account of the Client after login with the associated user
name 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 Paazl that
another person knows the password.
21.5 In the event of suspected misuse of the account, the Client is required to inform Paazl without
delay and the Client is required to change the (login) details.
21.6 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 22. RULES OF USE

22.1 The Client guarantees that the SaaS will not be used for activities that conflict with Dutch law
or other applicable laws and regulations.
22.2 The Client is only permitted to use the SaaS for its own use. It is expressly prohibited to use
the SaaS on behalf of third parties, or to provide access to the account to third parties.
22.3 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.
22.4 The Client is prohibited to test the limits of the SaaS. This includes but is not limited to stress
testing of the Software. If Paazl ascertains that the Client has violated this condition, Paazl
has the right to block Clients account temporarily or permanently to safeguard the stability and
proper performance of the SaaS.
22.5 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.
If Paazl 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, Paazl itself may
intervene to end the violation. In urgent or serious cases, Paazl may intervene without
warning.
22.6 If, at Paazl’s discretion, the operation of Paazl’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, Paazl is authorised to take any reasonable
measures it deems necessary to avert or prevent such risk.
22.7 Paazl is entitled at all times to report any criminal acts discovered. In addition, Paazl 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.
22.8 Paazl may recover from the Client any losses or damage suffered as a result of violation of
these rules of conduct. The Client indemnifies Paazl against all third-party claims pertaining to
losses or damage arising from a violation of these rules of use.

ARTICLE 23. AVAILABILITY OF THE SERVICE

23.1. The SaaS will be performed on the basis of a best-efforts obligation, unless and to the extent
that Paazl has pledged an explicit result in the SLA and the relevant result has also been
adequately described.
23.2. Paazl will make the SaaS available via the internet and ensure that it achieves the best
possible response time for this for the Client.
23.3. Paazl 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. Paazl 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, Paazl is never liable for
compensation for damages arising from such downtime periods.
23.4. Paazl 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, Paazl 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. Paazl is not liable for any compensation for loss or
damage resulting from such a modification.
23.5. In the event of unavailability of the SaaS due to disruptions, maintenance or other causes,
Paazl will make every effort to inform the Customer of the nature and expected duration of the
interruption.

ARTICLE 24. PROCEDURE UPON TERMINATION OF THE AGREEMENT

24.1 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. Paazl 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.
24.2 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.