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LicenseQ | General Terms and Conditions

Version 1.0 | October 21, 2025

This document contains the general terms and conditions of LicenseQ Netherlands BV , with its principal office located at Runnenbergweg 5, 8171MC in Vaassen, the Netherlands and registered with the Dutch Chamber of Commerce under registration number 76276074 (hereinafter referred to as “ LicenseQ”).

These general terms and conditions (hereinafter: “ Terms ”) apply to all offers, quotations and agreements between LicenseQ and any natural or legal person in the exercise of a profession or business to which LicenseQ offers its services (hereinafter: “ Client ”).

These Terms are divided into separate ‘Modules’. Module A applies to all offers, proposals and agreements between the Parties with regard to the provision of services by LicenseQ, regardless of the type(s) of services. Module B applies if and to the extent that LicenseQ provides (standard) software. Module C applies if and to the extent that LicenseQ provides ‘consultancy services’, or other expressly agreed additional work under the agreement. Insofar as the service provided involve processing of personal data as meant under the General Data Protection Regulation, the provisions of Module D shall apply.

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Module A: General

Article A.1. Definitions

The capitalized words in these Terms have the meaning set out below, unless a (different) meaning is assigned elsewhere in these Terms or in the Agreement.

Account : Client’s and/or its End User’s personal account, which is required to access full functionality of the LicenseQ Software.
Agreement : the entire agreement between LicenseQ and Client, which in any case includes, without limitation, LicenseQ’s Quotation and these Terms.
Annex : all documents that have been added as an appendix to the Terms or Agreement and that therefore form an inseparable part thereof.
Client Data : any data stored by Client or individual End Users of Client by way of the Services, or otherwise made available to LicenseQ by Client in the context of the. Agreement.
Consultancy Services : services relating to consultancy and other “Additional Work” not explicitly covered in these Terms.
Documentation : all accompanying materials (whether in hard copy or in electronic format) supplied in connection with the Software, including any and all manuals, instruction guides, online documentation, any written materials accompanying the Software or other materials provided to Client by LicenseQ which describe the functionality and/or specifications of the Software.
End User : each end user, being a natural person, to which Client provides access to the Software licensed to it by LicenseQ under Client’s risk and responsibility, in accordance with the Agreement.
Implementation and Integration : the integration, implementation and adjustments necessary for the technical functioning of the Services in Client’s (digital) environment, and/or the installation and configuration necessary to make full use of the Services.
LicenseQ Software : the LicenseQ software solution, including but not limited to the LicenseQ platform and other standard software solutions provided by LicenseQ and/or its suppliers under the Agreement, provided to Client as a Software-as-a-Service (SaaS) solution.
Office Hours : from 8.30 to 17.30 (Dutch time) on working days, except for Dutch holidays that fall on a weekday.
Party/Parties : LicenseQ and Client individually or jointly.
Quotation : an ordering document or offer provided to Client by License Q for the provision of Services, and any appendices thereto.
Services : services provided by LicenseQ – including, without limitation – the provision of Software, Implementation and Integration, Consultancy Services and other additional work.
Software : the LicenseQ Software and/or Third-Party Software provided to Client under the Agreement.
Third-Party Software : standard software solutions and related services of third parties, which (i) LicenseQ provides to Client via its authorized distributor(s), or (ii) have been procured directly by Client from a third party under its own agreement with such third party, and on which the Services of LicenseQ may depend.

Article A.2. Applicability and order of precedence

The provisions of these Terms shall apply to any and all Quotations and Agreements between the Parties, regardless of the Services provided, even if – in the event of a future Quotation – these Terms are not made available to Client again.
These Terms consist of this general Module A and a number of supplementary Modules. The provisions of this Module A apply to any Agreement that LicenseQ enters into with Client. Depending on the Services purchased, one or more supplementary Modules may apply in addition to this Module A. In the event of inconsistencies between Module A and another specific Module, the arrangements in the supplementary Module will prevail.
The Agreement between the Parties may consist of several documents. In principle, these documents apply supplementary to each other. In the event of inconsistencies, the below ranking order will apply, in which a document listed first prevails over a document listed further down:
1. LicenseQ’s Quotation;
2. the Data Processing Agreement (Module D);
3. these Terms.
Deviating clauses and agreements and the applicability of the Client’s general terms and conditions are expressly rejected, unless they have been expressly accepted in writing by LicenseQ.

Article A.3. Formation of the Agreement

Agreements are concluded with Client’s acceptance of a Quotation. All LicenseQ’s Quotations are free of obligation and are valid for thirty (30) days after the date stated in the Quotation. LicenseQ is not obliged to accept an indication of acceptance after the expiry of this period, but if LicenseQ does so, the Quotation will be deemed to have been accepted.
If LicenseQ bases a Quotation on data or information from Client that prove to be incorrect, LicenseQ will be entitled to adjust the Quotation or the Agreement already entered into accordingly or terminate or dissolve the Agreement.
LicenseQ will not be bound by an acceptance by Client that deviates from the Quotation, including where the deviation only relates to minor aspects as referred to in Section 6:225(2) of the Dutch Civil Code (“Burgerlijk Wetboek”).
The application of Article 6:227b(1) and 6:227c of the Dutch Civil Code is excluded.

Article A.4. Performance of the Agreement

After Client has accepted the Quotation, LicenseQ will endeavor to provide the Services as soon as possible, in accordance with the Agreement. Any deadlines stated by LicenseQ are always indicative and are not to be considered as strict deadlines (“fatal deadline”).
LicenseQ will always provide Client the Services on a ‘best efforts’ basis, unless LicenseQ has expressly committed to providing a specific result or a specific guarantee in the Agreement.
LicenseQ will be authorized to perform the Agreement in several stages and to invoice the various stages to Client separately.
LicenseQ is entitled to engage third parties in the performance of the Agreement. Any costs associated with this will only be at Client’s expense if this has been agreed in advance.
The Services are intended for use by Client in conjunction with Third Party Software. Client is responsible for obtaining an adequate license to use Third Party Software. Client acknowledges that if it does not have access to Third-Party Software and/or does not facilitate LicenseQ in the required access and/or links with its environment of Third-Party Software, the Services cannot be provided or cannot be provided in full. The foregoing is at the expense and risk of the Client.
In the performance of the Agreement, LicenseQ will take account of reasonable requests of Client, or state its reasons for not doing so. Because the Software is a standard product offered “as-a-service”, LicenseQ cannot guarantee that Client requests in that matter can be fulfilled at all times.
The Client shall provide LicenseQ with all support that is necessary and desirable to enable the correct execution of the Agreement. In any event, the Client shall:
1. provide all necessary cooperation in connection with the Agreement in a timely and efficient manner, including providing access to all third-party systems and Software, links, networks and physical locations that LicenseQ requires to provide the Services. In the event of delays in the Client’s cooperation agreed upon by the Parties, LicenseQ may reasonably adjust the agreed timetable or delivery schedule;
2. follow all reasonable advice and instructions from LicenseQ when using the Services;
3. provide all necessary access to the information necessary for LicenseQ to provide the Services, including but not limited to client data, program code, security access information, and configuration services, and ensure the accuracy, completeness, and consistency of such information;
comply with all applicable laws and regulations relating to its activities under the Agreement;
obtain (and maintain) all necessary licenses and consents necessary for LicenseQ to perform its obligations under the Agreement; and
ensure that its network and systems comply with the relevant specifications provided by LicenseQ from time to time.
Client represents and warrants that the information and materials provided to LicenseQ are correct and complete. LicenseQ is entitled but not obliged to check these for correctness and completeness. If the information or materials are found to contain inaccuracies or is incomplete, LicenseQ will be entitled to suspend the Services until Client has remedied the shortcomings.
When using the Services, Client is obliged to comply with any reasonable advice and instructions provided by LicenseQ.
Any delays or additional costs resulting from Client’s failure to comply with this article shall be borne by Client. LicenseQ cannot be held liable for this. Furthermore, Client indemnifies LicenseQ for all claims and consequences of the Client’s failure to comply with Article A.4.7 under e.

Article A.5. Term and termination

The term of the Agreement shall commence from the date stated in the Quotation and for the period defined in the Quotation (“ Initial Term ”). If the Initial Term is not specified in the Quotation, the Initial Term shall be deemed to have a duration of twelve (12) calendar months – unless the Agreement pertains to the completion of a strictly defined project, in which case the Agreement will automatically terminate upon the completion of that project.
Upon expiration of the Initial Term, the term of the Agreement shall automatically renew for additional successive terms of the same duration as the Initial Term (“ Renewal Term ”), unless either Party gives the other Party written notice of non-renewal at least sixty (60) calendar days prior to the beginning of the Renewal Term.
LicenseQ may immediately terminate the Agreement by written notice to Client, without the requirement for notice of default or judicial intervention:
1. if Client has been granted suspension of payments, whether provisionally or not;
2. if Client is declared bankrupt; or
3. if Client’s company is dissolved or terminated.
In the event Client does not comply with its obligations under the Agreement or is in violation of applicable laws and regulations, LicenseQ shall, without prejudice to its other rights and remedies, in any event be entitled to suspend the execution of the Agreement, or to wholly or partially dissolve the Agreement. The foregoing shall also apply in the event of late payment by Client.
LicenseQ may carry out a suspension as referred to in the previous paragraphs without prejudice to its other rights and remedies under the Agreement or applicable law.
The rights and obligations of the Parties which arose before the termination of the Agreement shall continue after the termination of the Agreement if they are by their nature required to remain in force. The following provisions, among others, will remain in force after termination or expiration of the Agreement: confidentiality, liability and applicable law and choice of forum.
The applicability of Article 6:271 et seq. of the Dutch Civil Code is expressly excluded. As such, termination, dissolution, or end of the Agreement by different means, shall under no circumstance lead to obligations or commitments to undo parts of the Agreement already performed at the time of termination (“undoing obligations”).

Article A.6. Intellectual Property Rights

Client acknowledges and agrees that LicenseQ and/or its licensors own all Intellectual Property Rights in and to the Services, Software, Documentation and other materials provided under the Agreement. Client only acquires the rights of use that are expressly granted by the Terms, the Agreement and mandatory law.
The Intellectual Property Rights relating to open source software used by LicenseQ lie with the relevant developer of that software or another rights holder. Open source software is provided “as is” without any guarantee regarding operation, further development or maintenance. In addition, the Client is responsible for compliance with the open source licenses and indemnifies LicenseQ against claims from third parties regarding compliance with these licenses.
Client guarantees that no third-party rights preclude the provision of Third-Party Software to LicenseQ for the purpose of use, maintenance, processing, installation or integration, including the possession of the correct licenses. Client indemnifies LicenseQ against any claim by a third party based on such provision, use, maintenance, processing, installation or integration infringing any right of that third party.
Unless otherwise agreed, Client and End Users are not entitled to make changes to the Services, the Software and any other materials and are not entitled to a copy of the source code, except in the cases where this is permitted by mandatory law. Client and End Users are not permitted to discover the source code by means of reverse engineering or decompilation.
LicenseQ may take (technical) measures to protect the Services, the Software and any other materials. If LicenseQ has taken such security measures, the Client and the End Users are not permitted to circumvent or remove such security.
The Client and the End Users are not permitted to remove or modify any designation of Intellectual Property Rights. It is also not permitted to remove any confidentiality notices from LicenseQ materials.
LicenseQ is entitled to use the logo or name of the Client in its external communication. LicenseQ is permitted to use the (company) name, logo and a general description of the Client for the purpose of its own promotion and/or publicity.
Client is not permitted to use or request domain names identical to or that confusingly correspond to any object that is subject to any Intellectual Property Right belonging to LicenseQ and/or its licensors.

Article A.7. Additional Work

If, at the request of Client, LicenseQ performs other Services that fall outside the scope of the Agreement (hereinafter: ” Additional Work “), Client will pay for these services retroactively on a ‘time and material’ basis at LicenseQ’s standard hourly rate applicable at that time. However, LicenseQ is under no circumstances obliged to comply with such a request and may require a separate Agreement to be concluded for this purpose.
No prior consent from the Client is required for Additional Work if LicenseQ can demonstrate that the Additional Work in question is reasonably necessary for the fulfillment of the Agreement, or reasonably follows from instructions from the Client. If no separate Agreement is concluded for the Additional Work and unless the Parties agree otherwise, the Additional Work will take place under the conditions applicable to Consultancy Services as referred to in Module C.
Client accepts that the Additional Work may affect the agreed or expected time of delivery of the Services, as well as the mutual responsibilities of the Parties under the Agreement. LicenseQ can adjust an agreed timetable or delivery schedule to reasonableness. The necessity or occurrence of Additional Work during the performance of the Agreement is never a reason for the Client to terminate or (partially) dissolve the Agreement. Insofar as a fixed price has been agreed for the delivery of the Services, LicenseQ will inform Client in writing about the financial consequences of the Additional Work upon request.
Upon termination of the Agreement, the Client will be charged for additional work that has not yet been invoiced.

Article A.8. Client Data, privacy and data protection

Client shall own all right, title and interest in and to all Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Client Data. LicenseQ receives a limited license to Client Data for the purpose of providing the Services, including any and all future aspects thereof.
To the extent that Client Data contains personal data within the meaning of the EU General Data Protection Regulation (“ GDPR ”) and such personal data is processed by LicenseQ under the Agreement, LicenseQ acts as processor and Client as controller within the meaning of the GDPR. In this case the Parties the data processing agreement as set forth in Module D will apply. In the event Client is a processor, LicenseQ shall be deemed a sub-processor.
LicenseQ shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by Client or any third party (except those third parties sub-contracted by LicenseQ).
If the Agreement is terminated, regardless of the reason for such termination, LicenseQ will destroy or delete Client Data as soon as reasonably possible, with due observance however of the provisions of the following article (“ Exit ”).

Article A.9. Exit

If the Agreement is terminated, LicenseQ may, at the request of the Client, provide a copy of the Client Data in a file format and in a customary manner. LicenseQ may charge the costs incurred separately to the Client.
Client must submit the request referred to above in writing to LicenseQ no later than one (1) month before the date on which the Agreement ends. LicenseQ is only obliged to cooperate with the request if all amounts owed by Client and any other obligations under the Agreement have been fully paid or fulfilled.
LicenseQ has the right to delete all Client Data and associated environments after the copy as described above has been delivered to Client and Client has confirmed receipt thereof. If the Client does not submit a request as referred to in this article Error! Reference source not found. , LicenseQ has the right to delete the Client Data and associated environments thirty (30) days after the date on which the Agreement ends.

Article A.10. Pricing

In exchange for the Services, Client will be required to pay fees in accordance with the prices stated in the Agreement. Unless expressly indicated otherwise, all prices stated by LicenseQ are exclusive of value added tax (VAT) and other governmental levies.
LicenseQ is authorized to adjust its rates and pricing for ongoing Agreements on an annual basis on (i) the basis of the CBS (“Centraal Bureau voor de Statistiek”) consumer price index (all households) or (ii) five percent (5%). In such cases, Client is not entitled to terminate the Agreement.
Any price increase that falls outside the scope of the previous paragraph will take place mutatis mutandis in accordance with the rules for changes to Terms set out in Article A.15.

Article A.11. Payment

Unless agreed otherwise in relation to a specific Service, LicenseQ will be entitled to invoice the Services electronically and in advance. If this is the case at the start of the Services, LicenseQ has the right to provide the Services only when the first invoice has been paid.
The due date for invoices sent by LicenseQ is thirty (30) days after the invoice date.
If Client disagrees with the contents of an invoice, it will be entitled to suspend payment of the disputed (although not any other) part of the invoice, by informing LicenseQ of its dispute in writing within the payment term. After being informed as such, LicenseQ will assess whether or not the dispute is justified as soon as reasonably possible. If the assessment concludes that dispute is unjustified, Client must pay the amount outstanding within fourteen (14) days of being informed of such assessment by LicenseQ.
Except in situations as meant in the previous paragraph, Client shall be legally in default of payment from the due date of the invoice, without prior notice of default being required. LicenseQ shall then be entitled to charge Client the entire amount due, as well as the interest accrued on the amount due from the due date at one percent (1%) per month or, if higher, the statutory commercial interest.
Without prejudice to the above, all costs related to the collection of outstanding claims – both judicial and extrajudicial (including the costs for lawyers, bailiffs and collection agencies) – shall be at the expense of Client.
Client is not entitled to set off any amounts payable to LicenseQ against any claims it may have on LicenseQ, regardless of the grounds.
LicenseQ is entitled to set off any claims of Client against LicenseQ with amounts that LicenseQ may claim from Client, on any ground whatsoever.

Article A.12. Confidentiality

A Party receiving confidential information from the other Party shall treat this as strictly confidential and use this solely in connection with its rights and obligations under the Agreement.
Confidential information includes all information of which it can be assumed from the context that the disclosing Party would deem this to be confidential or of which the receiving Party should reasonably have recognized its confidential nature from the content of the information. Confidential information also includes all information and data concerning or pertaining to the Agreement, the Services, pricing, service levels, Client Data, and more generally data concerning business operations, marketing, research, development, inventions, know-how, samples, product and service specifications, software, business relations, irrespective of the form in which this has been recorded or is provided.
The obligation to treat certain information as confidential no longer applies if the receiving Party can prove that this information:
1. is or becomes publicly available through no act or omission of the receiving Party;
2. was already in possession of the receiving Party prior to the date on which it was issued by the disclosing Party;
3. is available from a third party without this party being in default towards the disclosing Party arising from a confidentiality clause by distributing the information to the receiving Party; or
4. was developed by the receiving Party independently and without the use of the information of the disclosing Party.
Should a competent court or other government authority demand access to confidential information, the receiving Party is entitled to grant such access. However, to the extent permitted by applicable law, the receiving Party shall contact the disclosing Party prior to doing so, to enable the disclosing Party to take legal action against such access (eg an interim measure with a competent court). However, the receiving Party shall never be liable for granting access if legally obligated.
The provisions of this article shall continue to be effective after the expiration or termination of the Agreement, for as long as the disclosing Party can reasonably assert the confidential nature of the relevant information.

Article A.13. Liability

The performance of the Agreement (including any breach of warranties or indemnities), a tort, or any other legal ground, shall in each calendar year be limited to compensation of direct damages only, up to a maximum of the fees (excluding VAT) agreed for the relevant Agreement. Where the Agreement has a term of more than one (1) year, the applicable maximum liability amount for that Agreement shall be limited to the total fees (excluding VAT) paid to LicenseQ under the Agreement in the twelve (12) months preceding the incident giving rise to the damages. In no event shall the total liability of LicenseQ for direct damages, on any legal ground whatsoever, exceed one hundred thousand euros (€100,000).
Without prejudice to the above provisions, LicenseQ shall not be liable for any indirect or consequential damages, including but not limited to lost profits, lost savings, reduced goodwill, business interruption, damages resulting from claims of Client’s customers, damages related to the use of items, materials or software of third parties prescribed by Client, or damages related to the engagement of third-party suppliers prescribed by Client. LicenseQ shall also not be liable for any damages resulting from mutilation, destruction or loss of data or documents.
The performance of the Services is dependent on Third-Party Software. LicenseQ is not liable for any damage caused by the inability to perform the Services (in full), insofar as this is due to the lack of the correct licenses and/or access to Third Party Software. LicenseQ remains entitled to charge the agreed fee, where applicable.
A condition for any right to compensation is that Client reports the damage to LicenseQ in Writing within two (2) months of discovery at the latest.
LicenseQ’s liability for attributable failure to comply with the Agreement will only arise if Client gives LicenseQ proper written notice of default, setting a reasonable period to remedy the shortcoming, and LicenseQ continues to imputably fail to comply with its obligations even after that period. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that LicenseQ is able to respond adequately.
Any limitation or exclusion of liability shall not apply if the damages result from the intent or willful recklessness of LicenseQ’s management, death or bodily injury, or in other situations where a limitation of liability is not permitted by law.
Client shall only use the information, intelligence, narratives, recommendations, reports, advice and analyzes performed and generated by the Software or provided by LicenseQ at its own risk and own responsibility. Without prejudice to any explicit warranties or assurances to the contrary, LicenseQ cannot be held responsible or liable for the contents of the foregoing, nor the decisions made based on thereon.
The application of Article 6:271 et seq. of the Dutch Civil Code is excluded. This means that in the event of dissolution, the Parties have no obligation to undo performances already received.

Article A.14. Force majeure

Neither Party will be bound to comply with any obligation if the Party is prevented from doing so as a result of force majeure. Force majeure includes in particular but is not limited to domestic disturbances, mobilization, war, transportation blocks, strikes, epidemics, pandemics, network attacks such as SYN (synchronous) floods or (distributed) denial of service attacks, business interruptions, supply stagnation, fires, floods, import and export obstructions, internet failures and in the event LicenseQ’ suppliers prevent LicenseQ from complying with its obligations under the Agreement.
In case of force majeure, the affected Party will use its best efforts to find a suitable remedy or alternative source to overcome said force majeure.
Each Party has the right to suspend compliance with its obligations under the Agreement during the period of force majeure. If this period exceeds sixty (60) days, each Party will have the right to terminate the Agreement without being obliged to pay compensation to the other Party.

Article A.15. Amendments

LicenseQ is authorized to amend these Terms and will announce any such amendments to Client at least thirty (30) days in advance. Amendments also apply to Agreements already entered into.
If Client does not wish to accept a change, Client can lodge a written objection within fourteen (14) days after the announcement. If LicenseQ decides to proceed with the amendments despite Client’s objection, Client can terminate the Agreement, in writing, with effect from and no later than the date on which the amendments take effect.
The procedure described above does not apply to (i) amendments of minor significance, (ii) amendments that benefit Client, or (iii) amendments necessary because of mandatory legislation. LicenseQ may implement such changes unilaterally and with immediate effect. Client will be informed of such changes as soon as possible.

Article A.16. Miscellaneous

The Agreement is subject to the laws of the Netherlands. To the extent that rules of mandatory law do not prescribe otherwise, any dispute between Parties in connection with the Agreement will be submitted to the competent court in the Netherlands in the district where LicenseQ has its registered office.
Where the Agreement refers to “written” or “in writing”, this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established.
The version of any communication or information as recorded by LicenseQ will be deemed to be authentic and conclusive, unless Client provides proof to the contrary.
If any provision, or part of a provision, of the Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or otherwise unenforceable, that provision or part-provision shall be deemed not to form part of the Agreement, and the legality, validity or enforceability of the remainder of the provisions of the Agreement shall not be affected, unless otherwise required by operation of applicable law. The Parties shall use all reasonable endeavors to agree within a reasonable time upon any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question.

Module B: Software

Article B.1. Applicability

If and insofar as the Agreement relates to the provision of Software, whether LicenseQ Software or Third-Party Software, the provisions of this Module B shall apply.

Article B.2. Third Party Terms

Where Client engages LicenseQ for the provision of Third-Party Software, such Software will always be made available to Client under the terms and conditions of the relevant third party (“ Third-Party Terms ”), which Client must accept and comply with in order to use the Third-Party Software.
Client acknowledges that the Third-Party Terms apply directly between Client and the third-party supplier. LicenseQ is not a party to such Third-Party Terms and accepts no liability in respect of obligations arising therefrom.
In the event of any conflict between the Third-Party Terms and the provisions of this Agreement (including these Terms), the Third-Party Terms shall prevail with respect to the license and the use of the Third-Party Software. To the extent the Third-Party Terms do not provide otherwise, contain gaps, are not applicable, or are invalid, the provisions of this Agreement shall apply in full.

Article B.3. Delivery of Third-Party Software

Client hereby expressly authorizes LicenseQ, insofar as necessary for the performance of the Agreement, to carry out all actions required to make the Third-Party Software available to Client. This authorization includes, but is not limited to, (i) registering Client with LicenseQ’s authorized distributor(s) or the relevant third party, (ii) facilitating and/or performing acceptance of the applicable Third-Party Terms, and (iii) performing any other administrative or technical steps reasonably required for the delivery and activation of the Third-Party Software. Client shall remain fully responsible for compliance with the applicable Third-Party Terms.
If and insofar as additional actions are required at any time for the provision of Third-Party Software to Client, Client undertakes to cooperate fully and promptly with such actions upon LicenseQ’s first request. This includes, without limitation, confirming the partnership and/or agreed authorizations between Client and LicenseQ and/or its distributor(s) towards the licensor and performing any actions necessary to ensure licenses can be activated on Client’s tenant. Client acknowledges that LicenseQ cannot provide or activate Third-Party Software if such cooperation is not given, and that any resulting delays or inability to deliver shall be at the expense and risk of Client.

Article B.4. Licensing

Upon payment of the fees as specified in the Agreement and if and to the extent agreed therein between the Parties, Client obtains a non-exclusive, non-transferable and non-sub-licensable license to use the agreed Software for the duration specified in the Agreement, for its internal business purposes and in accordance with the volumes (eg the number of End Users), storage capacities and/or other limitations as specified in the Agreement.
Insofar the license referred to in the foregoing provision concerns LicenseQ Software, such license is granted by LicenseQ. Where the Agreement relates to Third-Party Software, the license shall be granted either (i) by LicenseQ pursuant to the authorization set out in this Module B, or (ii) directly by the relevant third-party supplier, in each case subject to the applicable Third-Party Terms.
The licenses, insofar as it concerns (part of) the licenses that are necessary for the Implementation and Integration phase, as indicated in the Agreement, unless otherwise agreed, will take effect from the moment that Implementation and Integration is commenced.
Client is not entitled to receive the source code of the LicenseQ Software.
The Client is expressly not permitted to:
1. reverse engineer the source code of the Software or decompile the Software, unless this is permitted by a mandatory provision of law that may not be legally derogated from;
2. to change or adapt the Software, unless this is permitted on the basis of a mandatory statutory provision from which it is not lawful to deviate or with the prior written consent of LicenseQ;
3. remove or make illegal any designations of LicenseQ and/or its licensors as the rightful owner of the Software or parts thereof; or
4. use the Software and Documentation in whole or in part to build a product or service that competes with the Software.
The rights under this Section are granted only to Client, and shall not be deemed to be granted to any subsidiary or holding company of Client, unless expressly agreed otherwise.

Article B.5. Implementation and Integration LicenseQ Software

Unless otherwise agreed, LicenseQ will provide the Implementation and Integration necessary to make full use of the LicenseQ Software as soon as possible after the effective date of the Agreement.
Unless otherwise agreed, LicenseQ is not obliged to load, convert or migrate data in the context of Implementation and Integration. LicenseQ may charge separately for support in this context, at its standard hourly rates applicable at that time.
The Client is responsible for setting up and maintaining a suitable and adequate ICT infrastructure (including hardware and software), taking into account the intended use of the Services. At Client’s request, LicenseQ may provide minimum system specifications. Client understands that these specifications may be modified over time due to technological development.
LicenseQ Software has dependencies with Third-Party Software. Where this is the case, it is indicated in the Agreement. The Client acknowledges that in the event of such a dependency, the LicenseQ Software cannot be used or cannot be used in full if it does not have (access to) the relevant Third Party Software. The foregoing is at the expense and risk of the Client.

Article B.6. Account

In the course of providing access to the LicenseQ Software in accordance with the Agreement, LicenseQ shall provide Client with an administrator Account, which it can use to create additional Accounts for its End Users.
An Account and the login data are strictly personal and may not be shared with any other person. Client and its End User must ensure all such login data is kept secret.
The use of Accounts by Client or its End Users is the responsibility and at the risk of Client. LicenseQ may assume that all actions performed by way of the Accounts are performed under Client’s direction and supervision.
If login details of an Account are lost or leaked, Client shall immediately take all measures reasonably necessary and desirable to prevent misuse of the Account. These measures may include, for example, changing the password or blocking or removing the Account. In such events, Client will also immediately notify LicenseQ so that LicenseQ may take additional measures to prevent misuse of the Account.

Article B.7. Terms of Use

Client is responsible for the use of the Software by End Users and will in particular ensure that End Users will comply with the rules of use referred to in this article. Any damage or loss caused by an End User will be recovered from Client.
Client warrants that the Software will not be used for activities that violate any applicable law or regulation. In addition, it is expressly not permitted (whether lawful or not) to store, offer, distribute or otherwise process through the Software any materials that:
1. contain malicious content (such as malware or other malicious Software);
2. infringe any rights of any third party (such as Intellectual Property Rights), or are manifestly libelous, defamatory, abusive, discriminatory or hateful;
3. contain information about or may be helpful in violating the rights of third parties, such as hacking tools or explanations about computer crime that are intended to cause the reader to commit criminal conduct and not to be able to defend himself against it;
4. constitute a violation of the privacy of third parties, including in any case but not exclusively the dissemination of personal data of third parties without permission or necessity;
5. contain terrorist content, as referred to in Article 2(7) of Regulation (EU) 2021/784;
6. contain hyperlinks, torrents or references to (locations of) materials that infringe copyrights or other Intellectual Property Rights; or
7. contain or are apparently intended to help others find (child) pornography, bestiality pornography or animation thereof.
LicenseQ is entitled to remove or make inaccessible materials that are processed via the Software in violation of the previous paragraph. If LicenseQ becomes aware of a possible violation of the provisions of the previous paragraph, LicenseQ will inform Client of this and inform Client of what measures LicenseQ intends to take in connection with this violation. The Client then has a period of five (5) working days to object to the proposed measure, stating reasons. LicenseQ will then notify the Client within a reasonable period of time how to proceed with the decision. In urgent cases, however, LicenseQ can intervene immediately (for example by removing the material or blocking access to the Software in whole or in part), but LicenseQ will make every effort to inform the Client as soon as possible afterwards.
Client must refrain from using the Software in such a way that it causes hindrance to other Clients, damage or danger to the functioning of the systems and networks of LicenseQ or third parties. LicenseQ is entitled to take all measures that it reasonably deems necessary to avert or prevent such nuisance, damage or danger.
LicenseQ may recover the costs reasonably necessary associated with the measures referred to in the previous paragraph from the Client.
LicenseQ is entitled to provide the name, address and other identifying data of Client or an End User to a third party who complains that Client or an End User is infringing its rights, provided that the requirements arising from the law and/or case law are met.
Client shall indemnify LicenseQ against any and all claims, claims, fines or other demands on any ground whatsoever related to the use of the Software by End Users in violation of the intended purpose of the Software or the terms and conditions of these Terms. Client shall also indemnify LicenseQ against all claims, claims or other demands by End Users in connection with the Agreement or Software.

Article B.8. Support

LicenseQ only provides support in the delivery of the Software as stated in the Agreement
LicenseQ may provide Documentation relating to the Software, intended for troubleshooting and general usage support. If LicenseQ decides to provide Documentation, it may do so through the Software and/or by other means on request of Client.
LicenseQ will provide a reasonable level of remote support with regard to the Software during Office Hours. Such support will be offered via a helpdesk. LicenseQ may assume that Client and its End Users will first consult any Documentation before contacting the helpdesk. LicenseQ may refer Client and its End Users back to the Documentation if it is of the opinion that the question or request can be solved by means thereof.
LicenseQ will apply all commercially reasonable efforts to respond to any question or request submitted through the helpdesk as quickly as possible, but cannot give any guarantees in this respect.
The time required for the processing of support requests depends on the nature and complexity of the matter at hand.

Article B.9. Maintenance and availability of LicenseQ Software

The correct functioning of the LicenseQ Software depends on the correct functioning of certain Third Party Software, as indicated in Article B.5.44, as well as other dependencies and minimum requirements as indicated in the Agreement, such as requirements for the Client’s ICT infrastructure. LicenseQ is not responsible for the non-functioning or other defects of the LicenseQ Software insofar as these are due to the non-functioning or other defects of the relevant Third-Party Software. LicenseQ remains entitled to charge the agreed fee, where applicable.
LicenseQ will make reasonable efforts to achieve the uninterrupted availability of the LicenseQ Software, but does not provide any guarantees for this unless otherwise agreed in the Agreement.
LicenseQ regularly carries out maintenance, adjustments and/or improvements to the LicenseQ Software or parts thereof that may lead to the unavailability of the LicenseQ Software. If maintenance, adjustments or improvements lead to reduced availability or complete unavailability of the LicenseQ Software, LicenseQ will make every effort to carry out this maintenance as much as possible outside Office Hours and to notify the Client in advance of the planned maintenance. However, LicenseQ is in no way obliged to compensate for any damage that arises in connection with such maintenance, unless otherwise agreed in the Agreement.
If LicenseQ believes that there is a danger to the functioning of its systems, network or software, LicenseQ is entitled to take all measures it reasonably deems necessary to avert or prevent this danger. Since the LicenseQ Software is provided via the public internet, the Client is responsible for obtaining proper internet access and appropriate antivirus protection and the like. LicenseQ accepts no liability for this. LicenseQ can release updates to the LicenseQ Software on its own initiative that fix bugs or add new functionality. Such updates are subject to the license described in this module in respect of LicenseQ Software. LicenseQ will make such updates available to Client as soon as possible after development.
Client may request specific adjustments and updates from LicenseQ, but LicenseQ is at all times completely free to outline its own development plan. If Client requests an adjustment or update that is not included in LicenseQ’s roadmap for development of the LicenseQ Software, LicenseQ may elect to issue a Quotation for the development of the specific adjustments and updates.

Module C: Consultancy Services

Article C.1. Applicability

If and insofar as the Agreement pertains to the provision of Services by LicenseQ relating to Consultancy Services, the provisions of this Module C shall apply.

Article C.2. Consultancy Services

In the context of Consultancy Services, the Parties will agree to a statement of work specifying the work to provided (hereinafter: “ Statement of Work ”). LicenseQ will make every effort to deliver the work described in the Statement of Work, with care and in accordance with the requirements of good workmanship. The active and continuous participation and cooperation of Client is a condition for the successful performance and delivery of Services.
In performing the Consultancy Services, LicenseQ shall observe all reasonable safety requirements in prescribed by Client. If Client’s requirements in this regard in any way impede or delay the proper and timely performance of the relevant Services by LicenseQ, LicenseQ shall, without prejudice to other rights and remedies under applicable law, be entitled to compensation for all resulting costs and a reasonable extension of time for completion of the work.
LicenseQ is independent in performing the Consultancy Services under the Statement of Work and shall determine the performance of the work at its own discretion, without supervision or direction from Client. However, Client will be free to provide LicenseQ with instructions as referred to in article 7:402 of the Dutch Civil Code.
In performing the Agreement, the Parties expressly acknowledge and agree that they do not intend to establish an employment agreement within the meaning of Articles 7:610 et seq. of the Dutch Civil Code, given the desired independence and autonomy of LicenseQ.
If the Agreement relates to Consultancy Services to be provided by a specific individual, LicenseQ shall at all times be entitled to replace such individual with one or more other individuals of equivalent qualifications.
Client expressly accepts that LicenseQ may also perform work for other clients.

Article C.3. Working hours and location

Parties shall specify in the Statement of Work the customary working hours for the performance of the Consultancy Services. If no working hours have been agreed, a working day shall consist of a maximum of eight (8) hours, to be performed during LicenseQ’s normal Office Hours.
If relevant, the Agreement shall specify where and at what times the work will be carried out. The Client is entitled to change the place where the work is to be carried out. If changing the location for LicenseQ results in higher costs, LicenseQ is entitled to demand reimbursement of these costs or a change in the schedule. Where access to specific Client locations is required, Client shall be responsible for arranging such access in a timely manner for LicenseQ’s personnel.
If Consultancy Services are performed (partly) on Client’s premises, the workspace and facilities of Client will meet all legal requirements. Client indemnifies LicenseQ against claims from third parties, including employees of LicenseQ, who suffer damage in connection with the execution of the Agreement as a result of acts or omissions of Client or of unsafe situations in its organization. Client will make the house, information and security rules applicable within its organization known to LicenseQ before the start of the work.

Module D: Data Processing Agreement

Article D.1. Applicability

As part of the Terms, this module is considered a Data Processing Agreement (hereinafter: “ DPA ”) within the meaning of Article 28 (3) of the GDPR and these provisions apply insofar as LicenseQ (hereinafter: ‘ Processor ‘) processes personal data on behalf of the Client (hereinafter ” Controller” ) when providing Services pursuant to the Agreement.
This DPA forms an integral part of the Terms. All rights and obligations from the Terms, including the confidentiality obligation and limitations of liability, therefore also apply to the DPA.
If definitions are used, written with a capital letter and that correspond to the definitions in the GDPR, these definitions have the same meaning.
The GDPR, the GDPR Implementation Act (‘UAVG’) and related legislation apply to the processing of personal data.
The natural persons who actually use Processor’s Services under the Agreement and, if applicable, their representatives, are hereinafter referred to as “data subjects”.
If Processor is engaged by another Processor in specific cases to process personal data, Processor qualifies as a sub-processor (hereinafter: ‘Sub-processor’). In that case, the provisions of this DPA will remain fully applicable to the Parties.
This DPA, and in particular the security measures contained therein, may be adapted by Processor from time to time to changing circumstances. Processor will inform Controller of significant adjustments.

Article D.2. Processing of personal data

Data processing shall only take place in the context of the execution of the Agreement, as well as those purposes that are reasonably related to it or that are determined in Agreement.
The personal data processed by Processor in the context of the Agreement and the categories of data subjects from whom they originate are included in Annex I. Processor shall not make any independent decisions regarding the processing of personal data for other purposes.
Processor processes the personal data made available by or through Controller carefully and in accordance with the GDPR.
The Parties will inform each other as soon as possible about relevant changes in the processing of personal data.
Under no circumstances does Processor acquires ownership of the personal data that Processor processes on behalf of Controller.
The personal data processed by Processor must always be regarded as confidential information. This information will therefore be subject to the obligation of confidentiality as stipulated in these Terms.

Article D.3. Obligations of the Parties

Each Party assumes responsibility for its own obligations under the GDPR and other applicable privacy and data protection laws and regulations.
Processor shall, at the latter’s request, inform Controller of the measures it has taken regarding its obligations under this DPA. Processor is entitled to refuse requests if they are unreasonable in its opinion.
Controller guarantees that the content, use, and instructions for the processing of personal data are not unlawful and do not infringe the rights of third parties and indemnifies Processor against any claims from third parties in this context.
The obligations of Processor arising from this DPA also apply to those who process personal data under the authority of Processor, including but not limited to employees, in the broadest sense of the word.
Processor shall immediately notify Controller if, in its opinion, an instruction is in conflict with the GDPR or any other provision on data protection.
Processor shall, to the extent within its power, provide assistance to Controller for the purpose of the obligations in Articles 32 to 36 of the GDPR, such as providing assistance in carrying out a Data Protection Impact Assessment (DPIA) and prior consultation in the event of high-risk data processing.
In the case of processing required by law, Processor shall notify Controller of this legal requirement prior to processing, unless such legislation prohibits such notification.
Processor is entitled to charge Controller for all reasonably incurred costs in the context of compliance with the obligations under this article.

Article D.4. Security

Processor shall take the technical and organisational security measures as described in the Terms and in Annex C. When taking the technical and organisational security measures, Processor has taken into account the state of the art, the implementation costs of the security measures, the nature, scope and context of the processing, the purposes and the intended use of the Services, the risks to processing and the risks of varying likelihood and severity to the rights and freedoms of data subjects that he could expect in view of the intended use of his products and services.
Processor shall endeavor to ensure that the security measures to be taken by it are appropriate for the intended use of the product or service by Controller.
In the opinion of Controller, the security measures described offer, taking into account the factors mentioned in this article, a level of security appropriate to the risk of the processing of the personal data used or provided by him.
Processor may make changes to the security measures taken if, in its opinion, this is necessary to continue to provide an appropriate level of security. Processor shall notify Controller of any significant changes in writing.

Article D.5. Data Breaches

Controller is at all times responsible for reporting a personal data breach (“Data Breach”) to the relevant Supervisory Authority and/or data subjects.
Processor does not guarantee that the security measures are effective under all circumstances. If Processor discovers a Data Breach, it shall inform Controller without unreasonable delay.
As far as is known, the obligation to report includes in any case:
1. the nature of the Data Breach;
2. the categories of data subjects and personal data;
3. the number of data subjects and personal data;
4. the name and contact details of the data protection officer or any other point of contact where further information can be obtained;
5. the likely consequences of the Data Breach; and
6. the measures proposed or taken by Processor to remedy the Data Breach and to limit any adverse consequences thereof.
Notification will be made to the contact person of the Data Controller, as set out in the Agreement.
Processor shall provide Controller with all reasonable support in complying with Controller’s obligation to report to the relevant Supervisory Authority and/or data subjects whose personal data has been leaked. The costs associated with this are for the account of Controller.
Under no circumstances will Processor notify the relevant Supervisory Authority and/or the data subjects whose personal data has been leaked or are otherwise responsible for making the notification.

Article D.6. Rights of data subjects

In the event that a data subject submits a request to exercise his/her legal rights (Articles 15-23 GDPR) to Processor, Processor will forward the request to Controller and Controller will further handle the request. Processor may inform the data subject of this.
If Controller so requires, Processor shall cooperate in the handling of requests from data subjects by means of appropriate technical and organisational measures insofar as this is possible and reasonable. Processor may charge Controller for reasonable costs for this.

Article D.7. Sub-processors

Controller hereby authorizes Processor to use third parties (Sub-processors) when processing personal data, pursuant to this DPA, in compliance with the GDPR.
At the request of the Controller, the Processor will inform the Controller of the Subprocessors it has engaged. The Sub-processors engaged by the Processor at the time this DPA was signed are listed in Annex II.
The Controller has the right to object in writing, stating reasons, to any Sub-processors engaged by Processor. If Controller objects to any Sub-processors engaged by the Processor, the Parties will consult with each other to find a solution.
Processor shall impose on the Sub-processors engaged by it the same obligations as have been agreed between Controller and Processor.

Article D.8. Audit

Controller has the right to have audits carried out by an independent certified third party who is bound by confidentiality in order to check all points of the DPA. The investigation of Controller will always be limited to checking compliance with the agreements with regard to the processing of the personal data as laid down in this DPA and the systems of Processor used for this Processing.
This audit may take place once every twelve (12) months as well as in the event of a concrete suspicion of misuse of personal data. This suspicion must be substantiated by Controller in a sufficiently concrete manner.
Controller shall announce the audit at least four (4) weeks before taking place and shall ensure that the audit disrupts Processor’s business operations as little as possible. The exact date and time of the audit will be determined by the Parties in mutual consultation.
Processor shall cooperate with the audit and make all information reasonably relevant to the audit, including supporting data such as system logs, and employees available as timely as possible.
The findings resulting from the audit carried out will be assessed by Processor and may, at Processor’s sole discretion and in the manner determined by Processor. Processor shall bear the costs of these measures, unless Controller expressly requests this.
The costs of the audit shall be borne by Controller. Processor is entitled to charge all costs related to this audit to Controller.

Article D.9. Transfer of personal data

Processor may Process the personal data in countries within the European Economic Area (‘EEA’). Processor may also transfer the personal data to a country outside the EEA, provided that that country guarantees an adequate level of protection and complies with the other obligations incumbent on it under this DPA and the GDPR.
Upon request, Processor will inform Controller of the country(s) concerned. At the request of Controller, Processor shall provide information regarding the existence of a transfer mechanism as referred to in Chapter 5 of the GDPR.

Article D.10. Term and termination

This DPA enters into force on the date of signing the Agreement under which Processor processes personal data on behalf of Controller. This DPA lasts until the moment that the Agreement ends and in any case as long as Processor acts in the context of the personal data made available by Controller according to the GDPR. This DPA cannot be terminated prematurely.
In the event of termination of the DPA, Processor shall return all personal data received from Controller to Controller within a reasonable period of time, or delete or destroy the personal data. The reasonable costs associated with this are for the account of Controller.
The provisions of the previous paragraph do not apply if a statutory regulation prevents Processor from removing or returning the personal data in whole or in part. In such a case, Processor will only continue to process the personal data to the extent necessary under its legal obligations.

Annex I: Specification of personal data and data subjects

In the context of the Data Processing Agreement, Processor may process the following (special) personal data of the aforementioned categories of data subjects on behalf of Controller. Depending on what has been agreed in the Agreement, the categories of data subjects and personal data below apply.

Annex II: Sub-processors

Sub-processor specification:

Annex III: Security measures

Technical measures:

Data Security

TLS 1.2+ for data transfer
AES-256 encryption for stored data
Daily encrypted backups with geographical spread
Comprehensive logging and monitoring of access

Access security

Multi-Factor Authentication (MFA) for account
Role-based access rights with periodic review
Strong password policies with complexity requirements
Automatic account blocking after period of inactivity
Controlled access for administrative accounts
SSH for remote access
Password login disabled, only keys allowed
Access to VMs restricted using Network Security Groups

Security

Firewalls with 24/7 monitoring
DDoS protection
Separate networks for production/development
Databases not connected to the internet – only accessible through virtual network

Organizational measures

Policies & Procedures

All policies and procedures can be found on: https://app.drata.com/trust/e5ac1d79-fefe-4c7e-81f7- d573795119ea. This includes:

Personal Data Management policy
Information Security Management System Plan
Change Management policy
Vulnerability management policy
Vendor Management policy
System Access control policy
Risk Assessment policy
Responsible Disclosure policy
Data Protection policy
Data Retention policy
Software Development Lifecycle policy
Business Continuity plan
Logging and Monitoring policy
Network Security policy
Password policy
Information Security policy
Incident Response plan
Encryption policy
Disaster Recovery plan
Data Classification policy
Code of Conduct
Backup policy
Asset Management policy
Acceptable Use policy

Staff & Access

Annual security awareness training
Background check screening and confidentiality review
Access management process and safe and acceptable use process

Compliance & Control

GDPR compliance
Annual penetration tests
Annual security audits (for ISO 270001)