General Terms and Conditions

Whooz B.V. - May 2019

1. APPLICABILITY; OFFERS

1.1 These general terms and conditions are applicable to all offers (aanbiedingen) from Whooz and to all legal relationships and agreements to which Whooz is a party in the context of which Whooz delivers goods and/or services of whatever nature to the Customer.

1.2 All offers from Whooz are non-binding; Whooz shall only be bound after a written agreement has been signed by the Authorized Signatory of Whooz.

1.3 If there is a discrepancy between an English language word and a Dutch language word used to clarify it and then to the extent of the conflict only, the meaning of the Dutch language word shall prevail.

2. AGREEMENT

2.1 The Agreement sets forth all terms and conditions agreed upon by the parties in relation to the subject matter of the Agreement and replaces any prior Agreement between the parties regarding the same subject matter.

2.2 Neither party shall be bound or liable towards the other party for any representation or statement – except in the event of fraud (bedrog) as referred to in Section 3:44 of the Dutch Civil Code – made by any representative or person on behalf of a party that is not included in the Agreement.

2.3 All references to statutory provisions in the Agreement are also deemed to include a reference to any interim adjustment or renewal thereof.

3. DEVIATIONS

3.1 Deviations from the Agreement shall have no effect unless agreed in writing and signed by the Authorized Signatory of Whooz.

4. PARTIES’ RESPONSIBILITIES

4.1 Whooz shall:

4.1.1 provide the Services in the Area in accordance with the Specification;

4.1.2 apply all reasonable care and expertise in the provision of the Services;

4.1.3 exercise all reasonable care and expertise when collecting and compiling data on which the Services are based or which are included in the Services;

4.1.4 only use sufficiently qualified staff in the performance of the Services;

4.1.5 make all reasonable efforts to comply with its obligations under the Agreement in accordance with the Time Schedule. The deadlines mentioned in the Time Schedule and other deadlines specified in the Agreement are not final. Whooz shall only be in default (verzuim) after written notice of default (ingebrekestelling) by the Customer and after being offered an additional term in which it failed to comply with the duty to satisfy the obligations.

4.2 The Customer shall provide Whooz with all information and support the parties have agreed upon or that is reasonably required to enable Whooz to satisfy its obligations under the Agreement, and shall make all reasonable efforts to ensure that the information provided is complete and correct and in the agreed format.

4.3 Each of the parties ensure that their members of staff, insofar as they are present at the location of the other party, will comply with all reasonable regulations of which they were properly informed.

4.4 Each of the parties guarantee that:

4.4.1 it is fully authorized and entitled to enter into the Agreement;

4.4.2 it has (and shall continue to have) all the necessary permits, permissions, authorisations and approvals necessary to satisfy its obligations under the Agreement during the Term;

4.4.3 the use of information, data, software, documentation, Scorecards and/or services as allowed by the other party through the Agreement does not infringe any Intellectual Property Rights of any third party;

4.4.4 to the extent that Material of Whooz, Data of Whooz or Derivative Products are delivered to the Customer in or on any physical media (such as data storage devices), such media will be free of any defects upon delivery. In the event of a breach of this clause, Whooz shall only be obliged to replace such defective media, unless such defects are caused by any incorrect use or misuse of the media by the Customer.

4.5 The Customer understands and accepts that the Data of Whooz and the Derivative Products used to render the Services are based on and consist of information provided to Whooz by third parties or information publicly available and that Whooz is unable to check or to verify the correctness and/or the completeness of such data. Without prejudice to the provision of article 4.1.3., Whooz does not represent or warrant the correctness or suitability of the Data of Whooz and the Derivative Products for any specific purpose and in particular does not accept liability for any incorrectness, incompleteness or other inadequacy in the Data of Whooz or the Derivative Products.

4.6 The Customer accepts that:

4.6.1 methods used for the selection of potential customers and/or existing customers do not guarantee the manner in which individual persons respond in any way, nor indicate the suitability of those individual persons for products and/or services that are or shall be offered to them;

4.6.2 systems that make use of empiric data and/or statistic data and/or data model techniques to supply indicative and/or predictive data does not constitute a representation, warranty of guarantee for a specific outcome;

4.6.3 due to the nature of the Data of Whooz and the Derivative Products, the correctness and usability can quickly deteriorate after the delivery to the Customer. Accordingly, Whooz does not give any representation, warranty of guarantee that the Customer’s utilisation of any of the Services for which such indicative and/or predictive systems or data models or techniques are used will provide any specific result for the Customer. The Customer understands and accepts the fact that the Services are not to be used as the only basis and consideration for any business decision of the Customer.

4.7 The representations and warranties that have explicitly been set out in the Agreement are the only representations and warranties the parties give each other under the Agreement relating to the subject matter. All other guarantees, representations or conditions of a similar nature, whether or not arising from the law, are excluded.

5. ADDITIONAL USERS

5.1 To the extent that the Customer shall have the right to allow Additional Users to exercise Additional Users Rights, the Customer agrees with the following:

5.1.1 the Customer ensures and guarantees that each Additional User shall observe all relevant provisions of the Agreement; and

5.1.2 the Customer fully indemnifies Whooz against any and all claims and/or claims brought against Whooz by an Additional User. Nothwithstanding the forgoing. Notwithstanding the forgoing, the Customer shall be entitled to file a claim against Whooz, with due observance of the provisions of Article 11.

6. COMPLIANCE AND CONTROL

6.1 Each party shall, in relation to the performance or the use of the Services, observe the applicable laws, statutory rules and regulations at all times, including all obligations under the data protection legislation.

6.2 The parties understand and agree that Whooz is under no obligation to change, alter and/or improve the Services and/or the Material of Whooz and/or Data of Whooz as a result of the provisions in Article 6.1., except as specifically agreed otherwise with the Customer or when Whooz, at its own discretion, deems a certain change, alteration and/or improvement of essential importance for the continued use of its Services by the Customer.

6.3 Whooz shall (insofar as it acts in its capacity as a processor (bewerker)) only process Personal Data in accordance with the instructions of the Customer. The Customer is deemed to have instructed Whooz to process the Personal Data in such way as necessary for the performance of the Services. In relevant cases and upon first written request of Whooz, the parties shall conclude a detailed processor agreement (bewerkersovereenkomst).

6.4 The Customer guarantees that the Processing of the Personal Data made available by the Customer to Whooz meets all requirements under the data protection legislation.

6.5 In order to protect the integrity of the data used in relation to the Services, the Customer shall:

6.5.1 observe the reasonable instructions and guidelines of Whooz with regard to data protection;

6.5.2 not copy, influence or use in any unauthorised or improper manner, the digital certificates, web certificates and other protective measures of Whooz.

6.6 Each party guarantees that it will take appropriate technical and organizational measures against unauthorised or unlawful Processing of Personal Data and against destruction, loss or damage of Personal Data of the other party.

6.7 Each party allows the other party (following timely prior notification) to audit that it satisfies the obligations under the Agreement with regard to the use of software, data or other materials resulting from the Agreement. The party performing the audit shall:

6.7.1 comply with the procedures of the other party relating to the security and confidentiality of confidential information of customers of the other party;

6.7.2 take all reasonable steps to limit any interference of the business activities of the other party to a minimum during such audit.

6.8 If, as a result of changes in laws, regulations, codes of conduct or other rules of similar nature (including all reasonable interpretations thereof) or any change (including termination) of any license (user right to data or other materials of third parties) held by Whooz, the latter decides, at its own discretion, that it is no longer possible or commercially justifiable to continue to perform the Services or to deliver Material of Whooz, Data of Whooz and/or Equipment of Whooz to the Customer, Whooz shall be entitled:

6.8.1 to adjust the relevant Services, Material of Whooz, Data of Whooz and/or Equipment of Whooz to the extent necessary to accommodate such changes;

6.8.2 to terminate the Agreement with regard to those services, Material of Whooz, Data of Whooz and/or Equipment of Whooz involved in such changes (without further liability).

6.9 Prior to exercising its rights under Article 6.8., Whooz shall consult the Customer and act in a reasonable manner.

6.10The Customer shall inform data subjects (datasubjecten) whose data will be processed in accordance with Articles 13 and 14 of the General Data Protection Regulation (Algemene verordening gegevensbescherming) about the processing of personal data and thereby also provide information about the use of data of Whooz, and hereby also refer to the privacy information text on the website of Whooz (www.whooz.nl/privacy-and-conditions).

7. CONFIDENTIALITY

7.1 Each party shall, with regard to the Confidential Information of which it is the recipient:

7.1.1 keep the Confidential Information strictly confidential and not disclose any such Confidential Information to any third party except to the extent permitted under the Agreement and only to the extent required to satisfy the obligations under the Agreement.

7.1.2 take all reasonable steps to prevent unauthorized access to the Confidential Information;

7.1.3 not use the Confidential Information for purposes other than those described in the Agreement.

7.2 The parties may disclose the Confidential Information to, and in accordance with the Agreement, authorize its use by the following persons (as long as the conditions of Article 7.3. are met):

7.2.1 employees and officials of the recipient who require this information to satisfy the recipient's obligations under the Agreement;

7.2.2 the auditors and professional advisors of the recipient, solely for the purpose of providing professional advice and any other person or group legally entitled or required to have access to, or knowledge of, the Confidential Information relating to the business activities of the recipient;

7.2.3 in the event Whooz is the recipient, representatives and subcontractors of Whooz who require this information as a result of the performance of the obligations of Whooz under the Agreement, and group companies of Whooz and any third party to the extent permitted under the data protection legislation;

7.2.4 in the event the Customer is the recipient, Additional Users insofar as it is necessary for such Additional Users to exercise the Additional User Rights.

7.3 As a condition for the rights described in Article 7.2. (with the exception of Article 7.2.3.), the party who wants to exercise those rights:

7.3.1 has to ensure that a party to whom it discloses Confidential Information is obliged to maintain confidentiality with respect to such Confidential Information; andn

7.3.2 has to ensure that such persons comply with the restrictions referred to in Article 7.

7.4 The limitations of Article 7.1. do not apply to any information insofar that information:

7.4.1 becomes publicly available other than as a result of infringement of Article 7.1.; or

7.4.2 is known by the recipient (with full entitlement to disclosure) prior to receiving the information from the other party;

7.4.3 is received lawfully from a third party (with full entitlement to disclosure); or

7.4.4 is developed independently by the recipient without access to or use of the Confidential Information; or

7.4.5 has to be published pursuant to a legal obligation or by order of a competent judicial authority or any supervising authority.

8. LICENSE AND USE

8.1 If the performance of the Services by Whooz also include the delivery of Data of Whooz and/or Material of Whooz, Whooz shall grant the Customer a non-exclusive, non-transferable license to the Data of Whooz and/or to use the Material of Whooz in the Permitted Area on the (license) terms and conditions specified in the Agreement. The license granted under this article is granted separately for each individual element of the Data of Whooz and/or Material from Whooz as stated in the Agreement and commences on the day on which each such element of the Data of Whooz and/or Material of Whooz is made available to the Customer for the first time and continues for the remainder of the Term, unless the license for an individual element ends sooner in accordance with the Agreement.

8.2 The license referred to in Article 8.1. expires automatically upon termination of the Agreement for whatever reason, unless the Agreement states that the license continues to be valid, in which case (always subject to the provisions of Article 16.2., in which case it will end immediately) the license and all conditions related to the scope and/or the execution of that license remain in force notwithstanding the termination of the Agreement.

8.3 To the extent necessary, the Customer shall grant Whooz:

8.3.1 a non-exclusive, non-transferable license to use and to copy the Data of the Customer provided to Whooz or entered into any of the databases of Whooz under or in accordance with the terms of the Agreement and in accordance with the agreed purposes thereof.

8.3.2 a non-exclusive, non-transferable license during the Term and subject to Article 8.3.1. to copy and use all Material of the Customer to satisfy the obligations under the Agreement.

8.4 If Data of Whooz and/or Material of Whooz are made available by license to the Customer, the Customer commits to:

8.4.1 only use the Data of Whooz and/or Material of Whooz for the Allowed Purpose and in accordance with any Documentation;

8.4.2 not sell, transfer, sub-license, distribute, commercially exploit, or make otherwise available to, or use for any third party, the Data of Whooz and/or Material of Whooz, unless to Additional Users pursuant to Article 5.;

8.4.3 not copy, adjust, alter, change, recreate or imitate (by means of reverse-engineering or otherwise), disassemble the constituent parts, or disrupt in any other way or combine with other Material, the Data of Whooz and/or the Material of Whooz, nor allow one or more of these acts to any third party, without the prior written consent of Whooz;

8.4.4 make only those copies of the Data of Whooz and/or Material of Whooz that are reasonably necessary for the use of the Data of Whooz and/or Material of Whooz in accordance with the Agreement;

8.4.5 only use the Data of Whooz and/or Material of Whooz on the Equipment of the Customer and at the Customer’s own location or on those other equipment or locations as agreed upon in writing between parties;;

8.4.6 in case of a user-related, machine-related and/or location-related license, only use the Data of Whooz and/or Material of Whooz for the users, on the machines and/or at the location specified in the Agreement, or, should a maximum number of users, machines or locations have been agreed, only up this maximum; or

8.4.7 not allow a third party to complete, to adjust or to otherwise alter the Data of Whooz and/or Material of Whooz, without prior written consent of Whooz.

8.5 The Customer accepts that, insofar the Data of Whooz and/or Material of Whooz contain complex and extensive computer instructions and codes, Whooz does not guarantee the use of the Data of Whooz and/or Material of Whooz to be uninterrupted and entirely flawless.

8.6 In addition to the Permissible Purpose, the Services of Whooz may only be applied in the following application areas: (direct) marketing analyzes, statistical analyzes, location surveys, target group analyzes, target group selections, credit risk profiling and credit risk modeling.

8.7The Services of Whooz may not be used for taking computerized decisions with regard to natural persons that have legal consequences for the persons concerned or that affect the persons concerned to a considerable extent.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights to the Material of the Customer belong to the Customer (or its relevant licensors).

9.2 All Intellectual Property Rights to the Material of Whooz, the Data of Whooz and the Derivative Products belong to Whooz (or its relevant licensors).

9.3 None of the parties shall:

9.3.1 claim any rights to, or perform acts for the acquirement of, any of the Intellectual Property Rights of the other party (or the licensors of the other party) on the basis of the rights granted to it under the Agreement or the use of such rights as a result of the Agreement;

9.3.2 perform or omit acts that can have a negative effect on the Intellectual Property Rights of the other party;

9.3.3 remove, make unclear or otherwise alter property indications, including trademark and copyright statements, on or in the material of the other party. Both parties are further committed to transmit all such property indications to all copies they make of such material.

10. THIRD PARTY’ CLAIMS

10.1 With due regard to Article 10.3, Whooz indemnifies the Customer for:

10.1.1 all amounts paid by the Customer to any third party based on a claim brought against the Customer by a third party in respect of an infringement of his Intellectual Property Rights due to the delivery of Whooz to the Customer of the Material of Whooz or due to the use of the Material of Whooz by the Customer, as allowed under the provisions of the Agreement; and

10.1.2 documented costs for legal assistance made within this context in a reasonable and suitable manner.

10.2 With due regard to Article 10.3, the Customer completely indemnifies Whooz for:

10.2.1 all amounts paid by Whooz to a third party based on a claim brought against Whooz by a third party in respect of an infringement of its Intellectual Property Rights due to the delivery of the Customer to Whooz of Material of the Customer or the use of the Material of the Customer by Whooz, as allowed under the provisions of the Agreement; and

10.2.2 documented costs for legal assistance made within this context in a reasonable and suitable manner.

10.3 The indemnifications in Articles 10.1. and 10.2. are not applicable insofar any claim results from the use of an infringing design supplied or created by the indemnified party, and which is given under the condition that the indemnified party:

10.3.1 immediately informs the indemnifying party the moment any issue or claim that could be related to the indemnification is discovered;

10.3.2 does not acknowledge, agree or pay anything in relation to a certain issue or claim without the prior written consent of the indemnifying party (whereby such consent cannot be refused or delayed on unreasonable grounds); and

10.3.3 allows the indemnifying party, where applicable, to appoint legal representatives of its choice and/or to carry out and/or settle procedures that are related to such an issue or claim and to respond to the reasonable requests of the indemnifying party when carrying out these negotiations and/or procedures;

10.3.4 immediately and at all times provides all relevant information to the indemnifying party.

10.4 If any claims are brought or are likely to be brought in the reasonable expectation of Whooz, by any party who claims infringement of its Intellectual Property Rights due to the use by the Customer of Material of Whooz allowed under the conditions of the Agreement, Whooz, at its own choice and at its own expense, can:

10.4.1 obtain the right for the Customer to continue to use the relevant Material of Whooz (or a part thereof) in accordance with the conditions of the Agreement;

10.4.2 adjust the relevant Material of Whooz in order to avoid the infringement or replace the relevant Material of Whooz by material that is not infringing, while offering the same or to a large extent similar functionality as the material subject to the infringement;

10.4.3 if the options indicated in Articles 10.4.1. and 10.4.2. are not possible or performance thereof by Whooz cannot be reasonably expected (for example because this would result in disproportionate costs), Whooz is entitled to terminate the Agreement either fully or partially with immediate effect, in which event any amounts that are paid in advance will be repaid proportionally.

10.5 In the event that Whooz makes use of any of the options stipulated in Article 10.4., Whooz shall, without prejudice to claims of the Customer until the date of full execution of (one of) those options or the date of termination of the Agreement, no longer be liable towards the Customer with regard to any claim related to Article 10.1.

10.6 This Article 10 describes the full liability of both parties and the only legal remedy of both parties with respect to the infringement of the Intellectual Property Rights of a third party and all claims related to the indemnifications stated in Article 10.

11. LIMITATIONS OF LIABILITY

11.1 The liability of Whooz towards the Customer with regard to a claim under a breach of an obligation (toerekenbare tekortkoming) under the Agreement, tort (onrechtmatige daad), or breach of a statutory rule, shall in all cases be limited to the amount that has been invoiced by Whooz to the Customer until that date, in accordance with the Agreement, and shall not exceed a maximum of EUR 500,000 per claim or series of claims arising out of any separate event.

11.2 The limitations in Article 11.1. do not apply to the indemnification pursuant to Article 10.1.

11.3 Whooz is not liable for any indirect damage or consequential damage (gevolgschade).

11.4 Whooz is not liable for the following types of financial damage: loss of profit, loss of income, trading loss or loss of goodwill or interruption of business activities.

11.5 Whooz is not liable for the following types of damage: loss of anticipated savings, increase of uncollectable claims, reduction of sales figures or revenues, incapacity to reduce uncollectable claims or asset impairment.

12. PAYMENT AND INVOICING

12.1 Unless stipulated otherwise in the Agreement, all amounts the Customer is due to pay Whooz will be invoiced monthly. All invoices must be paid in cash or by means of bank transfer without suspension or settlement, within 14 days following the date of the invoice. The amounts due by the Customer are calculated on the basis of the administration of Whooz, except in case there is evidence of errors in the administration at any point. In the latter Whooz shall provide the Customer access to the its administration.

12.2 Unless mentioned otherwise in the Agreement, all amounts due are exclusive of all out-of-pocket expenses the Customer has to pay additionally. Upon request, Whooz will submit receipts or other reasonable proof to the Customer of all out-of-pocket expenses.

12.3 If, under the Agreement, the Customer has agreed to a Minimum Rate over a certain period, and actual purchases of the Services are less in that period than agreed to in the Agreement, Whooz shall be entitled to invoice the amounts that have been agreed to at the Minimum Rate under the Agreement.

12.4 All amounts referred to in the Agreement are exclusive of VAT or other similar levies (if applicable).

12.5 Fee quotes submitted during the Term by Whooz remain valid during the period mentioned in the offer and, if no period has been mentioned, during a period of 28 days as of the date of the offer. Forecasts or estimates of fees given by Whooz (in writing or otherwise) are not binding.

12.6 The rates mentioned in the Agreement shall be increased at the next (and each following) Date of Price Indexation. Such an increase shall not exceed the increase of the Relevant Index over the period as of the most recent Date of Price Indexation.

13. STAFF

13.1 Each party shall not hire, solicit, persuade or induce to leave any person who is employed by, or performing services as an independent contractor for the other party during the term of the Agreement and during a period of 6 months thereafter.

14. FORCE MAJEURE

14.1 None of the parties shall be liable for any delay in the satisfaction of, or non-compliance (niet-nakoming) with, its obligations under the Agreement if such a delay or non-compliance is attributable to an event of force majeure (overmacht).

14.2 If the force majeure continues for a period of 28 days or more, the party not invoking force majeure may notify the other party to terminate the Agreement with effect from a date specified in the notification, without penalty or other liability (except for the obligation of the Customer to pay the amounts already due until the date of termination).

15. TRANSFER AND CONSOLIDATION

15.1 Except in the events set forth in Article 15.2., none of the parties is entitled to transfer (overdragen), assign (toedelen), pledge (bezwaren) or trade (verhandelen) the Agreement or the rights arising therefrom, or to have its obligations under the Agreement performed completely or partially by a third party, or perform acts of similar meaning, without the prior written consent of the other party (whereby such permission cannot be refused or suspended on unreasonable grounds).

15.2 Whooz has the right to have its obligations under the Agreement completely or partially performed by a third party (subcontractor) whilst assuming responsibility for the performance of such third party.

15.3 In the event that the Customer, whether fully or partially, acquires the business of and/or gains control of, and/or merges with another Customer of Whooz (within the framework of this provision to be referred to as “Third Party”), to whom Whooz provides its Services (“Change of Control”), or such Customer is the subject of a Change of Control, all provisions of this Agreement and of the agreement between this Third Party and Whooz will remain in full force and effect, including the provisions with regard to, for example, amounts due, contract duration and/or minimum fees and these will not be affected by aforementioned Change of Control. If, as a result of a Change of Control, the scope of any license granted to the Customer increases (for example because the number of users, or the number and/or the scope of the activities and/or companies for which the Services are used, increase), Whooz will be entitled to a proportionate increase of the applicable (license)fee.

16. TERM: TERMINATION

16.1 The Agreement is deemed to have been entered into force on the Effective Date and remains in force, subjected to the provision for early termination as described in the Agreement, during the Start Term, after which it shall be prolonged for an indefinite period of time, unless the Agreement is early terminated by one of the parties taking into account the Minimum Notice Period. The Minimum Notice Period shall not end prior to the end of the Start Term).

16.2 Both parties shall be entitled to terminate the Agreement with immediate effect by giving written notice to the other party in the following circumstances:

16.2.1 if the other party commits a material breach of any of its obligations under the Agreement and remedy is not possible;

16.2.2 if the other party commits a material breach of any of its obligations under the Agreement and the breach is not remedied within 28 days following the receipt of notice from the party who is not responsible for the breach in which notice the breach is explained in detail, recovery is demanded and announced that failure to resolve the issue may result in termination;

16.2.3 if the other party is declared bankrupt or granted suspension of payment, or in the event the other party has filed a request for suspension of payments or its own bankruptcy.

16.3 Termination of the Agreement (or of any parts thereof) does not influence any rights, obligations or liabilities of one of both parties:

16.3.1 that are related to the period prior to the date of termination; or

16.3.2 that are intended to remain in force after termination, including but not limited to confidentiality and non-solicitation clauses.

16.4 After termination of the Agreement (or relevant parts thereof):

16.4.1 each of the parties immediately returns the Confidential Information of the other party to the owner;

16.4.2 the Customer, upon request of Whooz, shall immediately return to Whooz all Equipment of Whooz for which the property right does not belong to the Customer, and the Customer shall return or destroy the Material of Whooz, Data of Whooz and Derivative Products. If destroyed, the Customer shall submit a written statement that the material has been destroyed;

16.4.3 16.4.3. Whooz shall immediately return to the Customer, the Material of the Customer and the Data of the Customer, except in such cases where it is necessary to keep such material or data to exercise rights under the Agreement that are intended to remain in force after the termination of the Agreement.

17. LAW AND JURISDICTION

17.1 All Agreements and any legal relationship to which these general terms and conditions apply shall be governed by, and construed in accordance with, the laws of the Netherlands.

17.2 All disputes (geschillen) arising out of or relating to the Agreement or legal relationship to which these general terms and conditions apply shall be brought before the competent court in The Hague.

18. DEFINITIONS

18.1 “Additional User” means the persons or organisations as described in the Agreement to whom Whooz, in addition to the Customer, delivers the Services and/or the Material of Whooz, Data of Whooz and/or Equipment of Whooz.

18.2 “Additional User Rights” means the rights that are granted to the Additional Users with respect to the Services and/or the Material of Whooz, Data of Whooz and/or Equipment of Whooz, as described in the Agreement.

18.3 “Agreement” means the agreement between Whooz and the Customer to which these General Terms and Conditions are applicable.

18.4 “Allowed Purpose” means, unless otherwise provided for in the Agreement, the business purposes of the Customer and/or (if applicable) Additional Users (depending on the situation) in relation to the Products of the Client in the Area and by no means for the provision of services to third parties other than Additional Users.

18.5 “Area” means the Netherlands or another area specifically indicated in the Agreement.

18.6 “Authorised Signatory” means a person or persons who is/are authorised according to the registration in the trade register of the Chamber of Commerce and, insofar applicable, the persons that are mentioned as such in the Agreement.

18.7 “Confidential Information” means all information related to the trade secrets, activities, processes, plans, intentions, product information, prices, expertise, designs, client lists, market opportunities, transactions, business and/or trade of the parties and/or their clients, suppliers or Group Companies, on or at any medium or format. Material of Whooz, Data of Whooz and Derivative Products and the methods, techniques, expertise and ideas that are used or taught by Whooz for the provision of the services are in any case included in the Confidential Information of Whooz.

18.8 "Contract Year” means a period of twelve calendar months starting the Effective Date or the day following the previous Contract Year.

18.9 "Customer" means the contractual counterparty of Whooz.

18.10 “Date of Price Indexation” means the date mentioned in the Agreement at which the price is annually adjusted or, if this date is not mentioned, each anniversary of the Effective Date.

18.11 "Data of the Customer” means all data and/or databases in property of the Customer and/or Additional Users and delivered to Whooz in relation to the Agreement, excluding data that are delivered by Whooz to the Customer or Additional Users.

18.12 “Data of Whooz” means all data and/or databases that are provided by Whooz to the Customer in relation to the Agreement, including all data the Customer possibly integrates into his databases (but excluding the Data of the Customer).

18.13 “Data protection legislation” means all legislation applicable to the processing of Personal Data under this Agreement, including the Telecommunications Act and the General Data Protection Regulation (AVG) as applicable from 25 May 2018.

18.14“Derivative Products” means data and materials derived from, manufactured, or created for the performance of the Services and data that are derived from Material of the Customer but exclusively the Material of the Customer itself.

18.15 “Documentation” means a part or the whole of the Specification, user documentation, product documentation, technical documentation including guidelines that are related to data security and data access and/or statement regarding functionality. Generic brochures and leaflets of Whooz are explicitly not part of the Documentation. “Equipment of the Customer” means all computer hardware, operating systems, firmware, telecommunication, network, router, cable, electric and other infrastructural necessities in property, use or control of the Customer or an Additional User or of any third party for the benefit of the Customer or an Additional User, which is utilised in relation to the Services.

18.16 “Effective Date” means the start date mentioned in the Agreement with respect to the Services to which the Agreement is related, or if such a date is not mentioned, the date on which the Agreement is signed or concluded by both parties.

18.17 “Equipment of Whooz” means all devices and/or computer hardware delivered by Whooz to the Customer in relation to the Services.

18.18 “Group Company” means in case of the Customer, any company in which the Customer will directly or indirectly own more than 50% of the shares with voting rights or equivalent thereof. Such companies should only be considered group companies for as long as the Customer retains such ownership. In case of Whooz, any company that is controlled by, is subjected to control of or is controlled jointly with Whooz or its mother company whereby “Control” means direct or indirect ownership of 50% or more of the shares with voting rights or equivalent.

18.19 “Intellectual Property Rights” means copyrights, database rights, patents, registered and unregistered model rights, registered and unregistered trademarks, and all other industrial, commercial, or intellectual property rights and similar rights, whether or not resulting from foreign legislation, and entitlements to such rights.

18.20 "Material of the Customer” means everything the Customer and/or Additional Users make available to Whooz in relation to the Agreement and that contains the Data of the Customer.

18.21 “Material of Whooz” means everything developed by Whooz in relation to the Agreement or which has been given in license to the Customer, including Software, Documentation and Scorecards, but excluding the Data of Whooz.

18.22 “Minimum Notice Period” means the minimal term that must be observed when terminating the Agreement. If no Minimum Notice Period is specified in the Agreement, a Minimum Notice Period of 12 months applies.

18.23 “Minimum Rate” means the minimum fee with respect to a specific part of the Services as described in the Agreement. “Start Term” means the period that is specifically indicated as such in the Agreement.

18.24 18.24. “Processing Personal Data” has the meaning that is specifically described in the data protection legislation.

18.25“Services” means the services as specifically indicated in the Agreement and all other services provided by Whooz to the Customer under or related to the Agreement and including the grant of licenses with respect to the Data of Whooz and/or Material of Whooz.

18.26 18.26. “Whooz” means Whooz B.V.