GENERAL TERMS AND CONDITIONS SAAS SERVICES LIQUID IT B.V.

Liquid IT B.V., located at Jaarbeursplein 6, 3521 AL Utrecht, Netherlands, registered with the Chamber of Commerce under number 83829091.

Article 1. Definitions

Unless the context expressly provides otherwise, the following terms in these General Terms and Conditions shall mean:

1. Liquid IT B.V.: the provider of the Software, counterparty to the Agreement with the Customer and user of these General Terms and Conditions within the meaning of article 6:231 sub b Dutch Civil Code.

2. Customer: the natural or legal person who uses or wishes to use the Software of Liquid IT B.V. and has entered into an Agreement with Liquid IT B.V. for this purpose, or is negotiating to do so, and is the counterparty to the Agreement.

3. User: the natural or legal person who uses the Software, including the Customer and the employees of the Customer and/or the customers of the Customer to whom a sublicense has been granted and/or for whom the Customer has created an Administration.

4. Agreement: the arrangement between Liquid IT B.V. and Customer pursuant to which the latter may use the Software in exchange for payment.

5. Software: the SaaS service Liquid offered by Liquid IT B.V.

6. Parties: Liquid IT B.V. and the Customer collectively.

7. Website: the website of Liquid IT B.V., which can be reached at: www.liquidforecast.nl

8. General Terms and Conditions: these present General Terms and Conditions Software of Liquid IT B.V..

8. Administration: the digital work environment which in the Software is described as 'Customer Environment'.

9. Downloader: the natural person who downloads the Software on behalf of the Customer and thereby enters into the Agreement.

10. Written: in these General Terms and Conditions, "written" also includes communication by e-mail, fax, WhatsApp or digital means (for example via an online interface) provided that the identity of the sender and integrity of the content are sufficiently established.

Article 2. Applicability

1. These General Terms and Conditions apply to the use of all Software offered by Liquid IT B.V. via its Website or otherwise.

2. Any general terms and conditions of the Customer, however named, are expressly rejected. Deviations from and additions to these conditions apply only insofar as they have been expressly and in writing accepted by Liquid IT B.V. If Liquid IT B.V. has permitted deviations from these General Terms and Conditions, whether tacitly or otherwise, for a short or long period, this does not affect its right to nonetheless demand immediate and strict compliance with these conditions. The Customer may not derive any rights from the manner in which Liquid IT B.V. applies these conditions.

3. These conditions also apply to all Agreements with Liquid IT B.V. for the performance of which third parties are involved. These third parties may invoke these conditions directly against the Customer, including any limitations of liability.

4. If one or more provisions of these General Terms and Conditions or any other Agreement with Liquid IT B.V. should conflict with a mandatory legal provision or any applicable regulation, the relevant provision shall be deleted and shall be replaced by a new, legally permissible and comparable provision to be determined by Liquid IT B.V..

5. In the event of conflict between the contents of an Agreement concluded between the Customer and Liquid IT B.V. and these conditions, the contents of the Agreement shall prevail.

6. The most recently filed version of these General Terms and Conditions or the version in effect at the time the Agreement was concluded shall always apply. Liquid IT B.V. is entitled at any time to amend these General Terms and Conditions. Liquid IT B.V. shall inform the Customer in writing of these amendments no later than 30 days before the amendments take effect. If the amended terms put the Customer in a less favorable position, the Customer has the right to terminate the Agreement as of the date the amended conditions become effective.

Article 3. Intellectual Property and Copyright

1. By entering into an Agreement with Liquid IT B.V., the Customer acquires a non-exclusive, non-transferable, non-sublicensable right to use the Software provided by Liquid IT B.V. as agreed in the Agreement.

2. A separate license must be obtained for each Administration. If an enterprise has multiple administrations/legal entities, a separate license must therefore be obtained for each administration/legal entity.

3. The Customer thereby obtains a non-exclusive, non-transferable, non-sublicensable right of use to use the software for the benefit of its users, unless otherwise agreed in writing.

4. Unless expressly agreed otherwise, the intellectual property rights (including copyrights) of all Software made available to the Customer in the context of an Agreement remain with Liquid IT B.V. and are not transferred to the Customer.

5. The Customer is not entitled to copy the Software or reproduce it in any other way, nor to make it public in any manner whatsoever, except in accordance with what is stipulated in the relevant Agreement.

6. The Customer is not permitted to decompile, copy, modify, reproduce, sell, lend, lease, dispose of, or pledge the software relating to the Software.

7. Liquid IT B.V. has the right to incorporate its company name and/or the trademark of the Software made available, in the user interface (GUI) of the software services provided, where it deems this desirable.

8. Without prior written consent from Liquid IT B.V., the Customer is not permitted to use Liquid IT B.V.'s logos, trademarks, trade names, or other intellectual property in its communication (including advertisements and other promotional materials) with third parties.

9. If a third party asserts rights to the Software or claims that the Software infringes its rights, the Customer is obligated to notify Liquid IT B.V. of that claim immediately. In the event of legal proceedings by Liquid IT B.V. and/or Liquid IP B.V., the Customer shall provide all necessary cooperation to Liquid IT B.V. and/or Liquid IP B.V.

10. Liquid IT B.V. reserves the right to replace the Software in whole or in part in order to remedy an infringement of a third party's IP rights or otherwise.

Article 4. Access to the Software

1. Liquid IT B.V. shall provide the Customer with access to the agreed Software during the term of the Agreement.

2. Access to the Software can only take place through the use of devices, operating systems, and browsers that are compatible with the offered Software.

3. If the Customer does not provide Liquid IT B.V. with the technical information required for access, Liquid IT B.V. has the right to suspend the Agreement until the information is provided.

4. All Users must keep their username and password confidential. Liquid IT B.V. is not responsible for misuse of user accounts and assumes that the person who logs into the Software using a particular User's username and password is indeed that User. The Customer must inform Liquid IT B.V. if the Customer suspects that a user account is being misused or if the associated username and/or password has come into the hands of unauthorized persons. Liquid IT B.V. has the right to take effective measures in such cases, including blocking access to the account or deleting it. Liquid IT B.V. accepts no liability for damage the Customer suffers as a result.

Article 5. Use of the Software

1. Liquid IT B.V. will use best efforts to deliver the Software in accordance with the technical and functional specifications as set out by Liquid IT B.V. in its documentation. However, Liquid IT B.V.'s obligation in this regard is at all times an obligation of best efforts only and not a guarantee of results.

2. If the aforementioned result is not achieved, this does not relieve the Customer of its obligations to Liquid IT B.V., except for any obligations that the Parties have expressly linked to the achievement of the intended result.

3. To the extent that proper performance of the Agreement requires it, Liquid IT B.V. has the right to have (parts of) the work performed by third parties. This is at the discretion of Liquid IT B.V. The applicability of articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.

4. Liquid IT B.V. has the right to modify its systems, including its Website and Software, or parts thereof from time to time to improve functionality and correct errors. If a modification results in a significant change in functionality, Liquid IT B.V. will make efforts to notify the Customer of this.

5. Liquid IT B.V. reserves the right to add, remove, or modify beta functionalities to the Software without prior consent from the Customer and without thereby incurring any obligation to compensate the Customer.

6. The Software of Liquid IT B.V. is solely a tool for preparing (financial) forecasts and/or budgets. Users are at all times responsible for timely and correct entry of the required information and data. Liquid IT B.V. is not liable for damage suffered by the Customer or third parties if it appears that the required information and data were not entered in a timely or correct manner.

Article 6. Duration of the Agreement

1. The Customer may use a trial period once for a maximum of 14 (fourteen) calendar days. During the trial period, Liquid IT B.V. does not charge any costs for the use of the Software.

2. During the trial period, the Customer is requested to enter their payment details. If the Customer has not entered their payment details by the end of the trial period, the Agreement will be terminated after expiration of the trial period and the Customer will be denied access to the Software. If the Customer provides their payment details before the expiration of the trial period, the Agreement will be tacitly extended in accordance with the third paragraph.

3. The Agreement is entered into for the duration as stated in the Agreement, after which the Agreement will be automatically extended for an equal contract period, unless a different term follows from the Agreement.

4. The Agreement may be terminated in writing by either Party with due observance of a notice period of 1 month at the end of the contract period, which termination may take place without reasons or justification. Termination by the Customer is only final once it has been confirmed in writing by Liquid IT B.V.

5. Any usage right relating to the Software expires at the moment the Agreement terminates.

6. Liquid IT B.V. reserves the right to terminate the Agreement with the Customer at any time with immediate effect without notice of default if there is reason to do so in Liquid IT B.V.'s view. Reasons for immediate termination may include bankruptcy, suspension of payment of the Customer, or other form of attachment to the Customer. When the Agreement ends, any usage right relating to the Software and Web Application simultaneously ends.

7. If the Customer continues to use the Software after the term of the agreement, the Customer is, without notice of default being required, liable for an immediately due penalty of € 50,000.–, plus a penalty of € 1,000.– per day – a part of a day counting as a full day – that the use continues with a maximum of € 250,000.–.

Article 7. Invoicing and Payment

1. Payment for the Software is made monthly in advance, unless otherwise agreed. Payment of invoices must be made within 30 days of the invoice date, without any offsetting or discount, in the manner indicated by Liquid IT B.V. in the currency in which the invoice was issued.

2. After expiration of the agreed payment term, the Customer is in default by operation of law without any further notice of default being required.

3. The Customer owes interest of 2% per month on the outstanding amount from the moment of default, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. All costs (in and out of court) incurred by Liquid IT B.V. to obtain payment – both in and out of court – are borne by the Customer from that moment on. In that case, the Customer is liable for a compensation of at least 15% of the outstanding amount, with a minimum of € 250.00. If the actual costs incurred and to be incurred by Liquid IT B.V. exceed this amount, these are also eligible for compensation.

4. If the Customer has not fulfilled its (payment) obligations in a timely manner, Liquid IT B.V. has the right to suspend or limit access to the Software or the performance of work until payment has been made or adequate security for payment has been provided. The same applies already before the moment of default if Liquid IT B.V. has reasonable suspicion that there are reasons to doubt the creditworthiness of the Customer. Liquid IT B.V. will only proceed to suspension or limitation after it has notified the Customer of this in writing, except in cases where prior written notice cannot reasonably be expected from Liquid IT B.V.

5. In the event of liquidation, bankruptcy, debt relief, or suspension of payment of the Customer or an application therefor, the claims of Liquid IT B.V. and the obligations of the Customer towards Liquid IT B.V. are immediately due and payable. In such a case, Liquid IT B.V. also has the right to terminate the Agreement with immediate effect.

6. If the Customer has, for any reason whatsoever, one or more counterclaims against Liquid IT B.V., then the Customer waives the right of set-off. The aforementioned waiver of the right of set-off also applies if the Customer applies for (provisional) suspension of payment or is declared bankrupt.

Article 8. Amendment of Rates

Unless expressly agreed otherwise, Liquid IT B.V. has the right to increase the rates charged to the Customer effective from each calendar year on the basis of the CBS index figure (Business services, index 2010=100). The adjusted rate is calculated by multiplying the current rate by the index figure of the year preceding the year in which the adjustment becomes effective, divided by the index figure of the calendar year preceding the year in which the current rate became effective. If Liquid IT B.V. deems there are reasons to set the adjusted rate at a higher amount than would be the case according to this calculation, the Customer is entitled to terminate the Agreement in writing within 14 days of notification, effective on the date the proposed rate change takes effect. The Customer may continue to use the Software at the original rate until the date the Agreement terminates by notice.

Article 9. Maintenance, Modifications, Failures and Updates

1. Liquid IT B.V. will endeavour to provide the Software 24 hours a day and seven days a week without interruption, but offers no guarantees in this regard unless otherwise agreed. To the extent not provided otherwise elsewhere, the provisions of this Article apply to availability.

2. Liquid IT B.V. has the right to temporarily take its systems, including its Website and Software, or parts thereof out of service for the purpose of maintenance, modification or improvement thereof. Liquid IT B.V. will attempt to schedule such downtime as much as possible outside office hours and will endeavour to notify the Customer in good time of the planned downtime. However, Liquid IT B.V. shall not be liable for compensation for any damage in connection with such downtime. Liquid IT B.V. will endeavour to inform the Customer of the nature and expected duration of any interruption in the event the Software is unavailable due to failures, maintenance or other causes.

Article 10. Transfer

1. Liquid IT B.V. will stipulate, upon transfer of the IP rights by Liquid IP B.V. to a third party, that the rights and obligations under the License Agreement are transferred and thereby – by way of a chain clause – stipulate that its successors will also be bound by the relevant rights and obligations under the License Agreement.

2. In the event Liquid IT B.V. transfers its legal relationship with the Customer to a third party, the Customer hereby grants in advance its cooperation required pursuant to Article 6:159 of the Dutch Civil Code for this transfer. The Customer hereby grants Liquid IP B.V. and/or Liquid IT B.V. an irrevocable power of attorney to arrange for such transfer.

Article 11. Liability

1. Liquid IT B.V. is solely liable for direct damage resulting from a breach of the obligations under the Agreement, insofar as this breach can be attributed to Liquid IT B.V. and up to a maximum of the invoice value of the Software supplied, from which or in connection with which the liability has arisen. For an Agreement that continues for longer than 6 months, this invoice value shall be at most what Liquid IT B.V. has invoiced the Customer for during the 6 months immediately preceding the occurrence of the damage in connection with the relevant Agreement.

2. Although Liquid IT B.V. exercises maximum care with regard to the Software it offers, including the information and functionality provided, no guarantee can be given for its accuracy and completeness. Liquid IT B.V. does not guarantee that the Software will function error-free or uninterrupted.

3. All information and functionality relating to the Software is intended to help organisations in the preparation of (financial) forecasts and/or budgets. However, Liquid IT B.V. does not guarantee that:

a. the results of the Software are complete;

b. the Software is always available;

c. by using the Software, the Customer fully complies with all applicable laws and regulations.

4. Decisions based on information and results derived from the Software are made at the Customer's own expense and risk.

5. If the Customer believes that Liquid IT B.V. has not properly fulfilled the Agreement, the Customer must notify Liquid IT B.V. in writing within 14 days of discovering the defect or reasonably being able to discover it. Except in special circumstances to be demonstrated by the Customer, the Customer is in any case deemed to be able to reasonably discover a defect from the moment the Customer has received the performance delivered by Liquid IT B.V., or has otherwise become aware of the content of the performance. Any claim against Liquid IT B.V. for damages expires after a period of 6 months, calculated from the moment the claim arose. A complaint as referred to in this article does not suspend the Customer's payment obligation, except insofar as Liquid IT B.V. has indicated to the Customer that it considers the complaint justified.

6. The Customer is obligated to provide Liquid IT B.V. with all cooperation necessary to enable Liquid IT B.V. to investigate an alleged defect and, if desired, remedy it within a reasonable time.

7. If Liquid IT B.V. has not met its obligation to use reasonable efforts, the Customer has acted in accordance with sections 5 and 6 of this article, and the defect has not been remedied within a reasonable time, Liquid IT B.V. shall be liable for direct damage with respect to its breach, provided that this is attributable to it and the liability is not excluded under the other provisions of these terms. Any liability for indirect and/or consequential damage, including loss, lost profits, lost savings, reputational damage and lost goodwill, is excluded.

8. The limitation of liability described in this article does not apply in case of intent or wilful recklessness on the part of managerial staff (and subordinates holding a managerial position) of Liquid IT B.V..

Article 12. Processing of Personal Data

1. If Liquid IT B.V. processes personal data in the context of the Agreement, Liquid IT B.V. will handle the data and information provided by or on behalf of the Customer in accordance with the GDPR. It will secure the data in accordance with the standards that apply according to the current state of the art.

2. The Customer is responsible for entering into a data processing agreement with third parties from whom the Customer and/or User processes personal data in the Software. The Customer indemnifies Liquid IT B.V. against any claims by third parties arising from the processing of personal data in the Software.

Article 13. Applicable Law and Disputes

1. Dutch law exclusively applies to all Agreements entered into between Liquid IT B.V. and the Customer; even if the Customer is resident or established abroad and regardless of whether the Agreement is performed in whole or in part abroad.

2. All disputes of any kind – including those which only one of the Parties considers as such – arising in connection with the Agreement or the Agreements flowing from it, between the Parties shall be settled by the competent court in Utrecht.

Last updated on 17 March 2022.