1.1.  Customer: every legal entity or person that has an agreement with Supplier.

1.2.  Supplier: Inpaqt Group BV and its subsidiary Inpaqt Technology Solutions BV, who are supplier off the Inpaqt’s SaaS Services.

1.3.  General requirements: these general requirements.

1.4.  Agreement: the agreement between Supplier and Customer relating Inpaqt’s SaaS Services. On the Agreement are these Terms

and Conditions applicable.

1.5.  “GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of

individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/

46/EC (General Data Protection Regulation).

1.6.  The Software: the Software as described in the Agreement to which the Supplier grants the Customer to use Inpaqt’s SaaS

Services.

1.7.  Inpaqt: a trade name of Inpaqt Group BV established in Rotterdam and registered with the Chamber of Commerce under file

number 27349803.

1.8.  User: Customer and/or employee of Customer.

1.9.  Application administrator: the employee of Customer being specialised in the applications and operation of the Software

1.10.  Login: The access for a User to The Software.

1.11.  SaaS: Software-as-a-Service. Characteristic of SaaS is that the user uses the Software entirely on the internet. The advantage is

that no software needs to be installed on local computers or servers, the Software can be used from any workplace from

Customer with internet access. Updates (improvements) and upgrades (new versions) will be implemented automatically.

1.12.  SaaS Services: the Software as described in the Agreement given access by the Supplier to the Customer.

1.13.  System Requirements: the minimum demand of the hardware and software of Customer to use the SaaS Services.

1.14.  Confidential Information: Unless expressly agreed otherwise under confidential information regarding the Customer or Supplier

is understood: (a) information where as “confidential” is indicated, (b) information that not is generally known, (c) information
that has not been made generally accessible by the party to which the information relates and/or from which the information
comes from, and (d) information of which the confidential nature known must be supposed;

1.15.  User license: The access right to the Software for a User. A user license will be explicit assigned to a User.

1.16.  Service Desk: service department of Supplier, accessible through the URL, as stated in the tool used

1.17.  Business days: Monday until and of Friday except official holidays in The Netherlands.

1.18.  Office hours: from 9.00 until 5 p.m during the business days.

1.19.  In writing: in these general terms and conditions, “in writing” is also understood to mean: by post, by email or in any other
manner of communication in writing. 

2.1.  These terms and conditions are applicable to the agreement between Supplier and Customer for all SaaS services as well
as future SaaS services relating the software and future software.

2.2.  The Supplier is entitled to unilaterally change the Conditions. The Supplier will inform the Customer about the intended changes
as much as possible 2 months before the changes take effect. If the Customer does not agree with the intended amendments,
can Customer the Agreement, in deviation with Article 3.4, terminate against the date on which the changes take effect. If the
Customer does not expressly object to the announced changes in writing within fifteen days after receipt of the notification
from the Supplier and before the announced changes take effect, the Customer will be deemed to have agreed to the changes.

2.3.  Oral commitments, assignments than well other statements become only valid and binding if confirmed in writing by authorised
representatives of Supplier.

2.4.  All offers are without obligation, unless in the offer written expressly otherwise is indicated. 

4.1.  Payment is monthly in advance via direct debit to the IBAN bank account number, as provided by the Customer to the Supplier when
entering into the agreement.

4.2.  All prices of the SaaS Services are invoiced effectively from the starting date of the agreement. All invoices are in euros and
includes VAT.

4.3.  The Supplier is entitled to adjust the fee as referred to in Article 4.2 annually. Any price changes will be notified and
communicated in writing in a timely manner. Customer agrees with any price increase in the event that the price increase is equal
to the CBS Consumer Price Index (series: all households 2015 = 100). In the event of price increases above this price index figure,
the Customer may, contrary to the provisions of Article 3.4, terminate the Agreement in writing with effect from the first day of
the month following the announcement of the price change.

4.4.  In the event that Customer does not terminate the Agreement within one month after notification off a price increase above
the CBS price index , Customer is deemed to have accepted the price increase.

4.5.  In case off default or breach of the agreement Supplier has the right to block the SaaS Services temporary. However the fees
arising from the agreement will be continued during the period in which the SaaS Services are blocked.

4.6.  Possible costs arising from malfunctioning of the SaaS Services are on the account of the Supplier, unless: – Customer has
made improper use of the SaaS Services; – The Customer has acted contrary to the Agreement or the General Terms and
Conditions with regard to the use of the SaaS Services; – The malfunction can otherwise be attributed to the Customer. 

5.1.  The Supplier is responsible, via its possible suppliers, for the availability of the Software.

5.2.  Supplier is responsible for a daily backup of the data, entered in the Software by the Customer. This back-up can be

provided to the Customer upon request.

5.3.  Supplier will take care of protection against loss, theft and unauthorised access and alteration by non-Users to the utmost.

5.4.  Subject to the provisions of Article 8.5 , the Supplier shall refrain from viewing the data that the Customer uses by means of the

Software has entered. Supplier will not transfer any of this to third parties, unless supplier is required by law or a court order to
do this or the Supplier and the Customer have agreed otherwise. 

6.1.  Customer will inform Supplier in writing of a change in address- and/or payment details without any delay.

6.2.  Customer is responsible of the operation of his own hard- and software, configuration, peripherals and internet

connection required for the use of the SaaS Services.

6.3.  The Customer guarantees that the equipment and software used by it for the SaaS Services meet the System Requirements.

The Customer is responsible for taking the necessary measures to ensure that its equipment, software and telecommunication

and internet connections are protected against viruses, computer crime and unlawful usage by third parties.

6.4.  Customer shall provide Supplier with all information and cooperation needed to maintain the SaaS Services as requested by the

supplier including the up-to-date name and address details.

6.5.  Customer is obliged to inform Staff members and/or Users about the content of these Terms and Conditions. 

7.1.  The data implemented by the Customer is stored in a cloud database of Supplier.

7.2.  Customer remains the owner during the agreement of the entered data and the date edited through the Software.

7.3.  Until 28 days after the end of the Agreement Customer can request Supplier all the data of the Customer in a data backup file.

7.4.  Supplier is not obliged to give a requested data backup file when Supplier never has received a payment from the Customer.

7.5.  Supplier uses the legal retention periods relating the custody of the data.

7.6.  After termination of the Agreement Supplier will keep the in the Software entered data permanently on an anonymised

basis for its own use. The Supplier is entitled to delete the data at any time after 28 days after termination of the
Agreement. 

8.1.  During the SaaS Agreement the Customer has the right for support.

8.2.  Support includes the right and for help and use of documentation and online Help. In addition questions can be submitted to the

help desk 24 hours a day via the Service Desk and support@inpaqt.com.

8.3.  Support does not include:

1. a)  services relating system configurations, hardware and networking;
   

2. b)  extra requested services not mentioned in the agreement like extra lay-outs, extra fields, extra reports, and
   

   links of software with third parties, etc;
   

3. c)  support on location otherwise than is mentioned in the Agreement;
   

4. d)  on request of the Customer to expand the functionality of the Software;
   

5. e)  conversion of files;
   

6. f)  services relating external databases from others producers than Supplier;
   

7. g)  installation, configuration, training or other not expressly in the SaaS Agreement described services;
   

8. h)  support relating (operating) software from other producers than Supplier;
   

9. i)  file repairs, whereby the cause is not coming forward out of the Software;
   

10. j)  providing (new) available software of Supplier; k) support relating the Internet connection of Customer;

8.4.  Support may only be requested by the Administrator of Customer

8.5.  When Support is requested Supplier is entitled to view into the data from Customer as meant in article 7. 

9.1.  Supplier provide Customer access to the facilities and use of the agreed SaaS Services as long as Customer pays the agreed
price.

9.2.  Supplier shall perform utmost efforts to solve disturbances when these occur in the access to the Software and/or the use
of the technical infrastructure of the Software.

9.3.  Supplier shall, as far as reasonable, perform that the SaaS Services are available during 7 days a week and 24 hours a day, except
for the time required for maintenance work and malfunctions by third parties. The Supplier guarantees an up-time of 99.8% for
the term of the Agreement. If this is exceeded, the subscription fee will be credited pro rata.

9.4.  Supplier shall repair a malfunction in the SaaS Services as soon as possible, once the malfunction by the Customer is
reported. No guarantees can be given about lead times.

9.5.  Supplier shall inform the Customer about any disturbances timely.

9.6.  Supplier is obliged to inform the Customer about maintenance work in advance with the expected impact and duration of this

maintenance. 

10.1.  Under force majeure relating performing the agreement is meant everything that in law and case law is understood as force
majeure, as well as malfunctions of a technical nature that are not under the control of Supplier.

10.2.  Supplier is not held to perform obligations relating the agreement in the event that fulfilling is impossible due to force
majeure.

10.3.  The Customer shall not hold responsible the Supplier for any damage or loss because of failure/downtime, unavailability of the
website/server and/or loss of data and/or loss of income due to technical or other malfunctions; unless they are or will be
caused by gross negligence. 

11.1.  Customer is responsible for personal data processing as meant in the Law Protection personal data and the General Data
Protection Regulation (GDPR) and therefor Customer is responsible for the protection from of personal data that will be send or
edited and/or processed by the Software tools used by the Customer. The Customer acknowledges that the data processing will
be lawful.

11.2.  Customer indemnifies Supplier for all claims due to infringement of the personal data when using the Software.

11.3.  So far as the Customer is entitled to do so, the Customer expressly agrees to the inclusion of (personal) data of users in the

personal registration of the Software for purposes of administration and management. This personal registration contains
identification data and process data and is only accessible by the Supplier. These data will not be provided to third parties,
except in cases where the Supplier is required to do so by law or a court order.

11.4.  With the exception of what is stated above in this article, the Supplier, as processor of data, is responsible for the protection of
data in the meaning of the Protection Act personal data and GDPR for the purpose of the correct carry out of the agreement and
Supplier indemnify Customer for any liabilities coming forward of gross negligence by the supplier relating Protection Act and
GDPR.

11.5.  Customer is aware that the Supplier can use data entered into the Supplier’s software tools in an anonymous manner for BIG
Data analyses based on Artificial Intelligence by the Supplier for the benefit of the service. Also when the Agreement between
Customer and Supplier has been terminated. 

12.1.  All rights from intellectual or industrial property on the basis of the Agreement developed or provided services, including but not
limited to software, including its source code, databases, equipment or otherwise materials such as analyses, designs,
documentation, report, as well as preparatory material, are exclusively held by the Supplier.

12.2.  Customer obtains alone the use of rights and the authorisations granted under these Terms and Conditions or otherwise
expressly are granted. Otherwise, the Customer shall not reproduce or make copies of the Software, documentation or other
materials to make.

12.3.  The Customer is not permitted to change brand or identifying marks of the Software or via the Supplier’s site, and/or any
designations regarding copyrights, trade names or other intellectual property rights, including indications about the confidential
character and confidentiality of the Software, remove or modify or copy the Software or any portion thereof.

12.4.  Any liability or indemnification of the Supplier due to infringement of intellectual or industrial rights property from third parties
is excluded.

12.5.  It is not allowed to sell, trade and distribute the Software or SaaS services by Customer.

12.6.  In the event that the customer acts in conflict of which determined in article 12, the Customer is hold to pay a fine of Euro 15,000

(fifteen thousand Euro) and an additional fine of Euro 1,000 (one thousand Euro) per day, for each day that the violation
continues. 

13.1.  With due observance of Articles 13.2 and 13.3, Supplier’s total liability will remain limited to a compensation for direct damage
to a maximum amount of the in the agreement stipulated price (excluding VAT) to a maximum of € 250,000 (two hundred and
fifty thousand euros), whereby a series of related events counts as one event.

13.2.  When the Agreement is a continuing performance contract with a term of more than 1 (one) year and the liability of Supplier is
coming forward out of the continuing performance contract, the total compensation (excluding VAT) is the actually paid price by
the Customer to the Supplier on the basis of the continuing performance contract for 1 (one) year (being the year in which the

damage occurred) with a maximum of € 250,000 (two hundred and fifty thousand euros).
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13.3.  The Supplier has insured itself against damage. In any case, the Supplier is not liable for further damage and will not compensate
this further damage, which the Customer incurs under the agreement concluded with the Supplier by third parties, however and
for whatever reason, including possible claims against the Customer from third parties.

13.4.  The total liability of Supplier amounts € 2,500,000 (two million and five hundred thousand euros), whereby a series of related
events applies if a event.

13.5.  Under direct damage is exclusively understood:

1. a)  The reasonable cost determined relating the cause and the scope of the damage;
   

2. b)  The reasonable cost determined for prevention or constraint damage, insofar the Customer demonstrates that this
   

   cost have led to limitation of damage.
   

13.6.  Liability of the Supplier for indirect damage, including consequential damage, lost profit, lost savings, destruction or loss of files

and/or data, damage caused by delay, loss suffered, damage caused by flawed provide information and/or lack of cooperation

customer, damage or business interruption caused by third-party including claims against the Customer are expressly excluded.

13.7.  Outside the in article 13 mentioned causes Supplier has no liability for compensation, regardless of the grounds on which an

action for damages would be based.

13.8.  The liability of Supplier arises only if Customer Supplier, notifies in writing without delay and sound, stating the shortcoming

in detail with a reasonable term to repair the shortcoming so that the Supplier is able to respond adequately.

13.9.  A condition for the existence of any right of compensation is when the Customer notifies the Supplier in writing within 60 (sixty)

days after the occurrence and height of the damage so that measures to limit the damage can be taken as much as possible.

13.10.  The Customer indemnifies the Supplier against all third-party claims for liability as a result of a defect in a product, system
than well service or deliverance of a product by Customer to a third party relating the SaaS services of Supplier.

13.11.  Supplier is not responsible for damage caused by non-timely Support as described in Article 8. 

14.1.  Supplier and Customer mutually agree upon the confidentiality of all data and information about each other’s organisation,
clients, files and products, of which the parties become acquainted when working for each other or for the benefit of each other
of Customer’s clients. Data and information may only be used under the Agreement excluding mentioned in clause 11.5.

14.2.  Supplier is entitled to use the name and the logo from Customer on her website and/or on a reference list to provide
information to third parties for marketing purposes.

14.3.  Customer shall during and until 12 (twelve) months after the end or dissolve of the Agreement not undertake any direct or
indirect business, employment or other similar relationships with any employee of Supplier, subject to written permission from
Supplier.

14.4.  Any offence of article 14.1 and 14.3, Customer is without further notice of default obliged to pay a fine of
€ 50,000 (fifty thousand euros) per offence, without prejudice the claim of Supplier to compensate the full damage suffered. 

15.1.  The agreement between Supplier and Customer and the resulting rights and obligations are not be transferred to third parties
without the prior written consent of the Supplier.

15.2.  Customer gives Supplier in advance the permission to transfer the entire agreement, or parts thereof, to:

1. a)  Mother company, sister company and/or subsidiaries;
   

2. b)  A third party in the case of a merger or acquisition on the side of Supplier. If this happens, the Supplier will inform the
   

Customer about this. 

16.1.  Dutch law is applicable to all agreements concluded by the Supplier with the Customer, unless the parties agrees in writing
otherwise. Parties declare expressly Viennese Sales agreement not applicable..

16.2.  Disputes among parties, which cannot be solved in mutual consultation, shall become dissolved through arbitration from the
Foundation for Dispute Resolution Organisation and Automation (SGOA), in accordance with the arbitration regulations of the
SGOA. With the mutual consent of the parties, prior to arbitration, an attempt may be made to resolve the dispute through other
dispute resolution facilities offered by the SGOA.

16.3.  In the event that the SGOA declares not to be authorised or in the event that parties jointly agree not to use SGOA the disputes
shall be submitted to the competent Dutch court of the District Court of Rotterdam.

16.4.  Without waiving any right, the foregoing will not impede the parties from taking precautionary legal measures and/or from
instituting preliminary relief proceedings before the competent Dutch judge of the Court Rotterdam, before asking the SGOA
to arbitrate (or pending the arbitral decision), in order to safeguard their existing rights.