Terms and Conditions Paazl B.V.
Version 1.3 – October 2020
GENERAL TERMS & CONDITIONS PAAZL B.V.
Version 3.0 – November 2022
These General Terms & 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.
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 &
1.8 Major Updates: systematic modifications and upgrades of the Software in connection with
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
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. FORMATION AND ORDER OF PRECEDENCE
2.1 These General Terms and Conditions apply to all Agreements entered into between the Parties, regardless of the Services delivered by Paazl. In case of inconsistencies between the Agreement, these General Terms and Conditions or appendices thereto, the following order of precedence will apply:
a. the Agreement;
b. any SLA that has been concluded;
c. any other appendix to the Agreement;
d. these General Terms and Conditions.
2.2 The Agreement between the Parties is concluded at the moment the proposal or the offer of Paazl is accepted by the Customer. 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 or the
offer 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 or offer to be made.
2.3 Proposals or offers of Paazl are non-binding and are valid for the term stated in the proposal or offer. If no term is stated, the proposal or offer shall be valid until thirty (30) days after the date on which the proposal or offer is issued.
2.4 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, even if the Agreement has already been concluded, or to terminate or dissolve the Agreement in full or in part.
ARTICLE 3. PERFORMANCE OF THE AGREEMENT
3.1 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 of offer.
3.2 The delivery periods stated by Paazl are always indicative and shall in no case constitute final deadlines, unless explicitly agreed upon otherwise in writing.
3.3 If and where required for the proper performance of the Agreement, Paazl is authorized 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.
3.4 If this forms part of the Agreement, Paazl shall help Client to implement the Software properly to the best of its ability. However, Paazl shall never be liable for implementation of the Software by Client. 3.5 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 4. OBLIGATIONS OF THE CLIENT
4.1 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.
4.2 Notwithstanding the previous paragraph, the Client shall ensure that all information or data, of which Paazl indicates that it is required or of 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 information or data that Paazl has requested and requires have been received.
4.3 If the Client knows or can assume that Paazl will need to take additional or other measures to comply with its obligations under the Agreement, the Client will inform Paazl without delay. 4.4 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.
4.5 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.
4.6 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.
4.7 The Client itself shall be responsible for checking the data that is entered by the Client by means of the Software. 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.
ARTICLE 5. SUPPORT
5.1 Paazl shall endeavor to provide support upon delivery of the Services 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 offer or by means of a SLA.
5.2 In addition to the support referred to in article 5.1, Paazl is prepared to perform certain other activities for the Client. Insofar as possible, Paazl will inform the Client of the associated costs before the activities are carried out. If requested by the Client, Paazl will prepare a proposal or offer before the activities are performed.
ARTICLE 6. USE OF THE SOFTWARE
6.1 Paazl shall endeavour to make the Software available to the Client as soon as possible after conclusion of the Agreement or any other date agreed upon between the Parties in writing.
6.2 If required for the use of the Software, Paazl shall endeavour to send the login details to the Client as soon as possible. The Client is aware that loss of these login details can lead to unauthorised access to and/or use of the Software. The Client shall protect the login details against unauthorised access and unauthorised persons. In particular, the Client must keep the password strictly confidential.
6.3 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.
6.4 In the event of suspected misuse of an account, the Client is required to inform Paazl without delay and the Client is required to change the (login) details.
6.5 Paazl hereby grants the Client a non-exclusive and non-transferable right to use the Software for the duration of the Agreement in accordance with the Agreement and these General terms and Conditions.
ARTICLE 7. RULES OF USE
7.1 The Client guarantees that the Software will not be used for activities that conflict with Dutch law or other applicable laws and regulations or is in any other way unlawful.
7.2 The Client is only permitted to use the Software for its own. It is expressly prohibited to use the Software on behalf of third parties, or to provide access to the account to third parties.
7.3 It is prohibited to use the Software 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 Software.
7.4 The Client is prohibited to test the limits of the Software. 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 Software.
7.5 In addition to the foregoing, it is prohibited to use the Software:
a. to distribute information that is libellous, defamatory, abusive, discriminatory, hateful, pornographic or erotic (even if this is legal in itself);
b. to distribute or otherwise make available information in violation of intellectual property rights of third parties, or to place hyperlinks to such information;
c. 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, or to infringe on rights of third parties in any other way.
7.6 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 a prior warning.
7.7 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.
7.8 Paazl is entitled at all times to report any criminal acts discovered. In addition, Paazl is authorised to provide the Client’s or End User’s name, address and other identification data to a third party who has complained that the Client or End User has breached its rights or the Agreement, provided that the applicable legal requirements have been met. 7.9 The Client shall as a minimum impose the conditions as included in the General Terms and Conditions on the End Users with regard to the use of the Software. The Client is solely responsible for the use of the Software within its business and hereby indemnifies Paazl for any claims of third parties related to the use of Software by the Client or End Users.
ARTICLE 8. AVAILAIBILITY AND MAINTENANCE
8.1 The Services 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.
8.2 If Paazl makes (part of) the Software available via the internet, Paazl endeavours to ensure that it achieves the best possible response time for the Client.
8.3 Paazl has the right to take its systems, including the Software, 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.
8.4 Paazl can make available additional modules which give access to extra functionalities in the Software. Access and use of these modules may be subject to an additional license fee.
If additional license fees apply, Paazl will inform the Client in advance and will only make these modules available with prior consent of the Client.
8.5 In the event of unavailability of the Software due to disruptions, maintenance or other causes, Paazl will make reasonable efforts to inform the Customer of the nature and expected duration of the interruption.
8.6 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.
8.7 If modifications and/or new functionalities are developed specifically for the Client, those modifications and/or new functionalities will be considered to be a customisation. Paazl is entitled to charge additional costs for implementing a customisation as well as providing support and maintenance regarding the customisation. Customisation includes, but is not limited to the integration of new carrier and delivery options on request of Client.
ARTICLE 9. API
9.1 As part of the Services, Client may have access to an API made available by Paazl to connect the Software with third-party systems or services. Paazl only makes the API available and is not responsible for implementing the API in the IT infrastructure of the Client.
9.2 Client will be granted a unique token for authentication purposes. Client will only be able to access the API via the token. Client shall keep the token strictly confidential. Client is explicitly not allowed to share the token with any third party without express written consent of Paazl.
9.3 Client shall strictly adhere to the instructions and technical documentation regarding the implementation and use of the API made available by Paazl. Paazl preserves the right to amend the technical documentation in the interim.
9.4 Paazl preserves the right to verify if the Client adheres to the instructions and technical documentation referred to in article 9.3 both before and after the Client started using the API.
9.5 The Client is responsible for obtaining a license and/or consent of third parties insofar this is necessary for establishing a connection between the Software and third-party systems or services by means of the API. User indemnifies Paazl for any third-party claims related to an (alleged) violation of this obligation. 9.6 The Client is deemed to use the API in reasonable proportion to the Services it takes from Paazl. In case of disproportionate use, at any time Paazl has the right to disconnect Client from the each of the API’s.
ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS
10.1 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, lay-out and other materials made available or developed by Paazl under the Agreement shall be vested exclusively in Paazl or its licensor(s).
10.2 Nothing in this Agreement is intended to transfer any Intellectual Property Rights to the Client. Client shall only have a non-exclusive, non-transferable and non-sublicensable right to use the Software as described in the Agreement. The right of use shall only apply for the term of the Agreement.
10.3 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 unauthorized 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.
10.4 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.
10.5 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.
10.6 Paazl is entitled not to grant, or to withdraw, the right of use as referred to in article 10.5 if the Client has not fulfilled its obligations pursuant to the Agreement.
10.7 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.
10.8 Paazl can provide software of third parties to the Client and the Software can contain open source software components. The (open source) (license) 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.
10.9 The Client is not permitted to remove, make unreadable, to conceal or to modify notifications or statements with regard to Intellectual Property Rights.
10.10 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.
10.11 Any use, reproduction or publication of the Software falling outside the scope of the Agreement or issued License 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 11. PRICES
11.1 Unless expressly stated otherwise, all prices referred to by Paazl are exclusive of turnover tax (VAT) and other duties levied by the government.
11.2 If the Agreement is entered into for an initial period of twelve (12) months and is automatically renewed, Paazl is entitled to (i) increase its prices by five (5) percent upon renewal or, if the CBS (“Centraal Bureau voor de Statistiek”) consumer price index (all households) series 2015=100 exceeds five (5) percent, to (ii) adjust its prices based on the consumer price index at the time of renewal. In either case, the Client is not entitled to terminate the Agreement unless the price increase amounts to more than ten (10) percent.
11.3 If the Agreement is entered into for an initial period of more than twelve (12) months, Paazl is entitled to (i) increase its prices by five (5) percent on an annual basis (including during the initial period) or, if the CBS consumer price index (all households) series 2015=100 exceeds five (5) percent, to (ii) adjust its prices based on the CBS consumer price index for January relative to January of the preceding year. In either case, the Client is not entitled to terminate the Agreement unless the price increase amounts to more than ten (10) percent.
11.4 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.
11.5 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 organizational changes, no longer satisfies the conditions determined for him upon entering into the Agreement.
11.6 If Client exceeds the maximum number of shipments or carriers allowed according to the Agreement, Paazl will inform the Client and shall offer the Client the option extend the scope of the Agreement. If the Client does not wish to extend the scope of the Agreement, Paazl will send an invoice for the additional shipments or carriers based on post-calculation against the then current fees of Paazl.
11.7 Client may not limit its license in the interim during the term of the Agreement.
ARTICLE 12. TERMS OF PAYMENT
12.1 Paazl shall invoice the recurring amounts yearly in advance to the Client. If Client requests to pay the recurring amounts on a monthly or quarterly basis, an additional fee will be charged by Paazl for each quarterly (5%) or monthly (10%) invoice. Any non-recurring amounts will be invoiced by Paazl in advance directly.
12.2 Paazl can issue electronic invoices to the e-mail address of the Client as known to Paazl. The Client accepts this invoicing method.
12.3 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.
12.4 If the Client has failed to pay within fourteen (14) days of the due date, the outstanding amount will be subject to statutory interest without any further notice of default by Paazl being required.
12.5 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.
12.6 In the event that the Client fails to comply with any obligation under the Agreement, Paazl will provide a written notice of default to the Client in which the Client is granted a reasonable period of time (with a maximum of 14 days) to remedy the situation, save for situations where default occurs by operation of law. If the Client does not remedy the situation within the aforementioned period, Paazl is entitled 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.
12.7 Any outstanding amounts are 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 13. PERSONAL DATA AND SECURITY
13.1 The personal data to be processed by Paazl in performing the Services are subject to the General Data Protection Regulation (“GDPR”), in connection with which, according to the terminology of the GDPR, the Client and shall be the ‘controller’ and Paazl shall be the ‘processor’. Paazl will process the personal data on behalf of the Client in accordance with appendix 1 to these General Terms and Conditions.
ARTICLE 14. LIABILITY
14.1 Paazl accepts statutory liability to pay compensation only insofar as stipulated in this article.
14.2 Paazl excludes any liability for damages or any other claims resulting from an attributable failure to comply with the Agreement, 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 and not for any indirect loss or damage. 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.
14.3 Paazl stipulates that if Paazl modifies the Software in accordance with Client’s wishes, including but not limited to configuring the settings of the Software and the development of new functionalities, Paazl shall not be liable for any direct or indirect loss or damage arising from errors or defects in those modifications which the Client could reasonably have foreseen. Client will need to explicitly accept and test the modifications conducted by Paazl before using the Software.
14.4 Where claims are covered by the insurance of Paazl, the maximum amount that Paazl will pay out for any claims or damages is limited to the amount paid out by the insurer. Under no circumstances, however, will the total compensation exceed a maximum of EUR 100.000 per year.
14.5 Where claims are not covered by the insurance of Paazl, the maximum amount that Paazl will pay out for any claims or damages is limited for each event causing loss or damage, or for
each series of events causing loss or damage, to 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 exceed a maximum of EUR 30.000 per year.
14.6 The exclusions and limitations of liability referred to in the preceding articles will not 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.
14.7 Paazl’s liability for an attributable failure in the performance of the Agreement will only arise if the Client gives Paazl a 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 under the Agreement even after that period. The notice of default must contain a detailed description of the failure to enable Paazl to provide an adequate response.
14.8 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.
14.9 Application of Section 6:271 et seq. of the Dutch Civil Code is excluded. 14.10 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 use of the Software by the Client or End Users. 14.11 The limitation of liability as described in this article shall expressly also apply to the SLA and appendix entered into between the Parties.
ARTICLE 15. FORCE MAJEURE
15.1 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.
15.2 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.
15.3 Either of the Parties shall have the right to terminate the Agreement 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.
15.4 The provisions as described in this article shall expressly also apply to the SLA and appendix entered into between the Parties.
ARTICLE 16. CONFIDENTIALITY
16.1 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.
16.2 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.
16.3 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.
16.4 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.
16.5 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 17. DURATION AND TERMINATION OF THE AGREEMENT
17.1 The Agreement is entered into for the term stated in the Agreement. If no term is stated, the Agreement will be entered into for an initial period of thirty-six (36) months. The Agreement can only be terminated in the interim if this is expressly stipulated in these General Terms and Conditions, or subject to the approval of both Parties.
17.2 If the Agreement is a continuing performance agreement (“duurovereenkomst”), the Agreement will be automatically extended at the end of the term for subsequent periods of twelve (12) months, unless it is terminated in accordance with these General Terms and Conditions.
17.3 Both Parties may terminate the Agreement at the end of the term by providing a written notice to the other Party, taking into account a notice period of at least two (2) months.
17.4 Paazl shall be authorised to terminate or suspend the Agreement in full or in part with immediate effect, without notice of default being required, if at least one of the following special grounds applies:
a. The Client is in default with regards to a material obligation under the Agreement (where non-payment or late payment by the Client shall in any case be considered a material obligation).
b. The Client applies for a suspension of payments, files for bankruptcy or is declared bankrupt.
c. A petition has been filed for winding up or dissolving the Client’s business. d. The Client ceases its business activities.
17.5 If Paazl suspends the performance of the Agreement, this will not affect its statutory rights or rights under the Agreement, including the right to payment for the Services it has suspended.
17.6 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.
17.7 Upon termination of the Agreement, any claims of Paazl against the Client will become immediately due and payable.
17.8 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.
17.9 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 a SLA.
17.10 After termination of the Agreement for whatever reason the Client shall cease any use of the Software. The Client shall remove any back-up files (and any other copies) of the Software from its systems or return them to Paazl.
ARTICLE 18. AMENDMENTS
18.1 Paazl reserves the right to amend or supplement 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.
18.2 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. 18.3 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 and until the date on which the amendments take effect.
ARTICLE 19. PROCEDURE UPON TERMINATION OF THE AGREEMENT
19.1 After termination of the Agreement, 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.
19.2 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.
ARTICLE 20. MISCELLANEOUS PROVISIONS
20.1 The Agreement is subject to Dutch law.
20.2 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.
20.3 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.
20.4 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.
20.5 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.
20.6 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.
20.7 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 Client.