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Jump to page content Subscribe for the Parcel radar and enter the peak season fully prepared Subscribe here Terms and Conditions Wuunder & Paazl Wuunder Nederland B.V. Our general terms and conditions are applicable to all our activities. These terms and conditions are available at our office for inspection, they can be consulted on Wuunder General Terms and Conditions, and they are sent on request free of charge. In addition to the aforementioned general terms and conditions, the Dutch language version of the Dutch Forwarding Conditions 2018 of the Netherlands Association for Forwarding and Logistics (FENEX), with the exception of the arbitration clause (article 23), filed with, inter alios, the District Court in Rotterdam in the Netherlands, are applicable to our forwarding activities. These terms and conditions are available at our office for inspection, they can be consulted on Nederlandse Expeditievoorwaarden, and they are sent on request free of charge. In case of a potential dispute about the applicable terms and conditions, the choice and the ultimate decision are vested in Wuunder Nederland B.V. Artikel 1 – Definitions 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 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. Any and all potential deviating stipulations are only applicable if they were established in writing. Article 3 – Offer of Wuunder 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. 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. Any and all information supplied by Wuunder is always applicable approximately, unless indicated otherwise in writing. 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. Proposals are not automatically applicable to follow-up orders / contracts. 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 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. 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 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. 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. Changes as intended in the previous paragraph shall not entitle the Client to cancellation. Article 6 – Payment 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 The Receiver is required to accept the delivery of the Shipment in the condition in which it is. 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. 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 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. 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. 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. 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. 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 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. 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 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. 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 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. 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. 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 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. 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. 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. 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. 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. 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 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. 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. 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. 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 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. The authority to suspend expires, if the Client provided, at the discretion of Wuunder, sufficient security to guarantee compliance with its obligations. Suspension of the Agreement shall not release the Client from its payment obligations. 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 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 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. 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. 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. 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. 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 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. 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. 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. Algemene Voorwaarden Paazl B.V. 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.