General terms and conditions

GENERAL TERMS AND CONDITIONS LICENSE AGREEMENT COMPANIES

These general terms and conditions of the license agreement below set out the most important terms and conditions that apply to the use of the HogeNood Software.

1. DEFINITIONS

1.1 HogeNood - is a company registered in the Netherlands with Chamber of Commerce number 82343861. The registered office is in Heerhugowaard - Stationsplein 99-182, 1703 WE.

1.2 HogeNood Toilet Management System or Software - software called HogeNood and produced by HogeNood. The Software includes the Mobile Application Software, the Tablet Software and the Content Management Software.

1.3 Mobile Application Software or HogeNood App - software called HogeNood and produced by HogeNood for smartphones (devices with operating systems Android, iOS and Windows) that gives the Customer insight into which organisations and Licensees offer a toilet service and under which conditions.

1.4 Tablet Software or HogeNood Tablet - software called HogeNood and produced by HogeNood for tablets that allows visitors to rate. The Cleaners are able to digitally mark their cleaning sessions. The Licensee will be able to present advertisements.

1.5 Content Management Software or HogeNood CMS - software called HogeNood and produced by HogeNood which enables the Licensee to offer, manage and monitor his toilet service. The rights of the User are dependent on the HogeNood Package with which access is gained to these HogeNood CMS components.

1.6 High Distress Package - the type of package determines the rights that are released in the High Distress CMS. The following types of High Distress packages are distinguished: bronze, silver, gold or platinum. The rights per package are specified on the Website.

1.7 Client - a person who uses the HogeNood App and may request toilet service from organisations or the Licensee.

1.8 Licensee - a legal entity offering a toilet service. All licensees also become partners of HogeNood.

1.9 User - a person employed by the Licensee who makes the toilet service possible for the Client. The number of Users is maximized to the number of HighNecessity Packages purchased.

1.10 General terms and conditions - these general terms and conditions of the licence agreement offered by HogeNood.

1.11 Agreement - an agreement between HogeNood and the Licensee on the use of the Software consisting of these General Terms and Conditions and any additional conditions that may be agreed in the future between HogeNood and the Licensee.

1.12 License - the right to use the Software in accordance with this Agreement.

1.13 Website - The website of HogeNood can be accessed via www.hogenood.nl.

1.14 Price list - HogeNood's price list indicating the prices that Licensee must pay to HogeNood as License Fee.

1.15 Licence fee - the fee to be paid by the Licensee to HogeNood for the use of the Software. The fee to be paid depends on the HogeNood Tablet Fee in combination with the HogeNood CMS Fee.

1.16 HogeNood Tablet Fee - fee payable by the Licensee to HogeNood for the use of the HogeNood Tablet. The fee to be paid depends on the number of HogeNood Tablets.

1.17 HogeNood CMS Fee - fee payable by the Licensee to HogeNood for the use of HogeNood CMS. The fee payable depends on the number and type of HogeNood Packages. The prices can be found on the Price List.

2. ACCESSION TO THE AGREEMENT

2.1 Prior to using the Software, the Licensee must agree to the Offer that HogeNood has submitted to the Licensee. By doing so, the Licensee also confirms the General Terms and Conditions. After this, HogeNood will create a personal account for the Licensee with a password chosen by HogeNood. If the Licensee has not received an Offer, but has nevertheless been given a personal account and uses the Software, the General Terms and Conditions will also be confirmed.

It confirms that:

2.1.1 it is a legally constituted organisation and in accordance with the law is entitled to enter into this Agreement;

2.1.2 has carefully read and understood these General Terms and Conditions, including all obligations that arise for the Licensee as stipulated herein;

2.1.3 it agrees to be bound by the terms and conditions set out in these General Terms and Conditions and the Agreement;

2.1.4 all information transmitted to HogeNood is accurate, correct and complete;

2.1.5 not to allow unauthorized persons to use Licensee's account nor to transfer or assign it to others;

2.1.6 it does not use the Software for unauthorized or unlawful use;

2.1.7 it will not copy or distribute the Software or any other HogeNood content without the written consent of HogeNood;

2.1.8 it complies at all times fully with the applicable law in the European Union;

2.1.9 he fully agrees with the privacy policy of HogeNood which can be accessed via the Website.

2.2 The Users of the Licensee are entitled to a personal account to use the HogeNood CMS.

2.3 The passwords obtained by the Licensee and the User for the use of the Software may not be disclosed to third parties.

3. SOFTWARE & SUPPORT

3.1 The Software allows the Licensee and Users to receive requests from Customers interested in using the toilet service offered by the Licensee. For the avoidance of doubt, HogeNood can in no way be considered as acting on behalf of the Customer.

3.2 For additional information about the Software, please consult the Website.

3.3 Full and timely payment of the HogeNood CMS Fee authorises the Licensee to receive support from HogeNood (on working days between 08:00 and 17:00 Dutch time) by e-mail or telephone from the relationship manager known by you. The support commences at the moment the Agreement commences and ceases upon termination of the Agreement. HogeNood has the right to block or delete the accounts of Licensee and Users without prior notice if the payment of the Licensee is delayed by more than 14 (fourteen) days after the original payment date.

3.4 HogeNood will do everything reasonably possible to run the Software without defects. HogeNood will promptly respond to the Licensee's first request for any defects and resolve them as far as the Software and its functionality are concerned.

4. LICENSING

4.1 HogeNood hereby grants the Licensee, subject to the provisions of the Agreement, a non-exclusive license to use the Software in accordance with the conditions as described herein.

4.2 The Licensee is authorized to grant Users a sublicense to use HogeNood CMS according to the conditions as described here. To avoid ambiguity: the Licensee is not entitled to license or sublicense HogeNood CMS to anyone other than Users.

4.3 The Licensee will pay HogeNood a fee by virtue of section 5 of the General Terms and Conditions.

4.4 The Licence granted is valid for a non-limited period of time.

4.5 The Licence granted and the sublicences granted by the Licensee will automatically be revoked at the moment the Agreement is terminated. After termination of the Agreement, the Licensee and the Users must immediately stop using the Software and HogeNood is authorised to block or remove the personal accounts without prior notice.

4.6 All copyrights and intellectual property rights of the Software, including code and database, are owned by HogeNood. The Licensee does not acquire any rights of ownership of the Software or any related documentation.

5. LICENSE FEE

5.1 The Licensee pays the Licence Fee to HogeNood for the use of the Software for the amounts specified in the Price List:

5.1.1 annual fee for each HighNood Tablet (also indicated as HighNood Tablet Fee)

5.1.2 annual fee for the use of HogeNood CMS (also referred to as HogeNood CMS fee). The fee to be paid depends on the number and type of HogeNood Packages.

5.2 All identified prices in the Price List are exclusive of VAT. The Price List may vary from time to time. HogeNood will notify Licensees of changes via email at least (14) fourteen before the respective changes take effect.

5.3 Each year the Licensee will pay the Licence Fee in advance to HogeNood.

6. UPGRADES

6.1 HogeNood makes the most recent versions of the HogeNood Software available to Licensee.

6.2 If the Licensee disposes of a HogeNood Tablet, he undertakes to install the most recent version of the HogeNood Tablet.

7. GUARANTEES

7.1 The HogeNood Software is used 'as is' and HogeNood gives no warranties as to the use or performance of the HogeNood Software. Licensee accepts that no software product is free of errors.

8. LIABILITY

8.1 HogeNood is not liable for any loss or damage that may arise for the Licensee or Users who directly or indirectly fall under the Agreement or use the Software, including but not limited to:

8.1.1 any direct or indirect financial loss;

8.1.2 expected losses or gains;

8.1.3 loss of business, contracts, contacts, goodwill, reputation and/or any loss that may arise due to business interruption;

8.1.4 loss or inaccuracy of data; and

8.1.5 or any other type of loss or damage.

8.2 HogeNood is not liable for actions or non-actions by Customers using the Software and will not be liable for any loss or damage that may occur to the Licensee or Users as a result of these actions or non-actions by Customers.

8.3 HogeNood is not liable for the proper functioning of the Software and any loss or damage that may arise for the Licensee and/or Users as a result. HogeNood is authorised to terminate the use of the Software by the Licensee and/or Users if the Licensee and/or Users use the Software on an incompatible or unauthorised device.

8.4 HogeNood is not liable for any loss or damage that may occur to Customers in connection with the use of the toilet service offered by the Licensee or the Users.

8.5 Default on the part of one of HogeNood is an obligation as a result of force majeure. Force majeure are circumstances which are beyond the control of HogeNood and which could not reasonably have been considered, avoided or remedied by HogeNood at the time when the Agreement entered into force.

8.6 The Licensee is responsible for establishing and maintaining a good and stable internet connection and power supply in order to allow the HogeNood Software and the HogeNood Tablet in particular to function properly.

8.7 The Licensee is fully liable for breach of the Agreement.

8.8 The Licensee is fully liable for any direct and/or indirect loss and/or damage suffered by HogeNood as a result of the breach of the Agreement.

9. DURATION AND TERMINATION

9.1 The Agreement commences for an indefinite period of time when the offer is signed by Licensee. Even if the Licensee has not had a quotation, but has received a personal account and password and is using the Software, the Agreement will enter into effect at the time of logging in.

9.2 HogeNood may terminate the Agreement at any time by notifying the Licensee in writing in advance. The Licensee will in any event receive 14 (fourteen) calendar days' prior notification.

9.3 HogeNood is authorised to terminate immediately in the event of a breach of the Agreement and/or applicable law on the part of the Licensee and/or Users.

9.4 Upon termination of this Agreement, the Licensee and the Users must immediately stop using the Software, all HighNood copies of the Software must be returned and/or removed from devices.

9.5 The Licensee may terminate the Agreement at any time by notifying HogeNood in writing. This notification will be received at least 30 (thirty) calendar days in advance.

10. AMENDMENTS

10.1 HogeNood may change the General Terms and Conditions at any time by posting a revised version on the Website (https://www.hogenood.nu/legal.html). HogeNood will notify Licensees of changes via e-mail at least (seven) days before the respective changes take effect.

10.2 If the Licensee does not agree with the changes described above, the Licensee must immediately send a written notification to HogeNood and stop using the Software. In this situation, the Agreement is deemed to have been terminated on the date of the announcement of the change to HogeNood. If the Licensee continues to use the Software after the date on which the change takes effect, the Licensee will be deemed to have accepted the change.

11. CONTACT INFORMATION

11.1 The Licensee is obliged to notify HogeNood immediately if there are any changes in the Licensee's contact information and to keep this information accurate and up-to-date.

11.2 HogeNood's Contact Information is available on the Website.

12. GENERAL PROVISIONS

12.1 If any part of this Agreement is found to be invalid, non-binding and/or unenforceable, this shall not affect the validity of the remainder of this Agreement, which shall remain valid and enforceable under the applicable provisions.

12.2 Any notification required under this Agreement shall be adequately marked as follows: (i) personally delivered, (ii) by courier with proof of delivery, (iii) by registered mail or (iv) by e-mail. Any notice sent or despatched in accordance with this clause 13.2 shall be deemed to have been received: (i) if delivered personally to the party at the time of delivery; (ii) if sent by courier, the date indicated by the courier on which the envelope containing the notification was delivered; (iii) if sent by registered mail, on the 10th day following the delivery of the document to the post office for delivery to the party; and (iv) if sent by e-mail, on the day the party confirming the e-mail received the relevant e-mail or on the 2nd calendar day following the sending of the e-mail. This is provided that the sender has not received an error message (notification that the e-mail was not delivered to the party).

13. APPLICABLE LAW

13.1 The agreement is governed by and shall be enforced in accordance with Dutch law.

13.2 All disputes that may arise out of or in connection with the Agreement shall be settled by negotiation. If the dispute cannot be settled through negotiations, the dispute will be decided by the District Court of North Holland, location Alkmaar, the Netherlands.

Date of entry into force: 05-05-2015