General terms and conditions Waveland Datasecurity

Delivery and payment terms of Waveland European Lawyers (WL)

Artikel 1 Applicability
Unless expressly agreed otherwise in writing, these terms and conditions apply to all offersfor the provision of services by Waveland. Any deviations must be expressly agreed upon in writing. The participant/client accepts the applicability of these terms and conditions by the mere
fact of placing an order. The applicability of the general terms and conditions used by the licensee/client is excluded. In these terms and conditions, “participant/client” means any (legal) entity that has entered into an agreement with Waveland. “Waveland’s report” refers to any written response from Waveland regarding the order. The recording of input into a Waveland portal by the licensee constitutes a report.

Artikel 2 Agreement
The agreement is concluded after Waveland receives the initial participation fee in the bank account specified by Waveland. The agreement includes the renewal of the license and the payment of the license fee by the license holder. All other verbal additions, commitments, or amendments are only binding if made by authorized persons and confirmed in writing. Support assignments and audit assignments are offered and contracted separately. If the client submits an assignment before a rate has been explicitly agreed upon, the assignment will be executed at the rate applicable at that time, regardless of previous quotes or previously calculated rates. Waveland is entitled to demand security from the licensee/client, at or during the agreement, before performing (further), that both payment and other obligations will be met.

Artikel 3 Execution of work
Depending on the requested service, the participant/client will receive
a. Access to the portal(s) they ordered on the Waveland platform through an annual license and the login data.
b. If the assignment involves support, the delivery consists of consultation, advice based on conversations (online or otherwise), and relevant reportsthat serve as fulfilment of the assignment.

Any report issued by Waveland may not be used by the licensee/client for any purpose other than that for which it was issued.

Artikel 4 Scope of services provided
The contracted service consists of making part of the Waveland platform available through a license and a login to that platform. Support provided within the license includes answering questions regarding the portals’ operation and providing explanations regarding the application of legislation or standards for the licensee’s portal. This service is limited to the performance of organizational or legal activities by Waveland. Waveland provides services beyond the aforementioned portal/platform access based on a separate contractual agreement regarding the scope of auditing, support, and, if appropriate or necessary, reporting activities.

Artikel 5 Rate
The licensee/client will, if possible, receive a fee in advance of the support order. By placing the order, they acknowledge their agreement to this fee. Waveland may change the fee. If additional work gives rise to an increase in the rate, the license holder/client will be
notified of this. Any agreed payment terms are only binding if agreed in writing. Rate adjustments are possible. They will be communicated in advance.

Artikel 6 License renewal
Participation in a Waveland portal service is automatically renewed after the participant’s
chosen term. Payment is made via direct debit. If Waveland does not receive the renewal
fee in a timely manner, the license holder’s portal will be closed.

Artikel 7 Cancellation of order or license
If either party breaches its obligations under this agreement, the other party is entitled to terminate the agreement with immediate effect. Cancellation based on the above will not affect any obligations the applicant has already entered into with Waveland. Cancellation under paragraph 1 must be notified to the other party in writing, with reasons. The date of termination of the agreement must be stated in this notice. A portal license can be cancelled by the license holder through their online account. In that case, the portal will remain available to the license holder until the end of the current license period. No refund of (part of) the license fee will be provided.

Artikel 8 Liability
Except in cases of intent or gross negligence, Waveland is not liable for damages resulting from any act or omission by those performing work for Waveland under this agreement. Waveland is not liable for any damages that may arise from the licensee/client’s failure to
fulfil their obligations to Waveland. Waveland is not liable for damages to the licensee or client and/or third-party claims related to portals, reports, suggestions, and recommendations issued by Waveland. The licensee in a Waveland portal is fully responsible for entering, executing, and maintaining in his own organisation, the policy and management tasks that Waveland offers in its portals. If the licensee/client, acting in the course of their business or as an individual, suffers damage as a result of proven gross intent or gross negligence on the part of Waveland with respect to the performance of Waveland’s work, Waveland will be liable for an amount not exceeding 50% of the fees charged by Waveland in the relevant year for the performance of the relevant work, calculated excluding the fee for work outsourced by Waveland. Any other or further liability for damage directly or indirectly resulting from an obligation that we have not fulfilled or not fulfilled in full for any reason is excluded. The licensee/client is fully and solely responsible for implementing any suggestion and/or recommendation from Waveland within their organization.

Artikel 9 Force majeure
If Waveland is prevented from performing the agreement due to force majeure, or if performance becomes more expensive due to force majeure, Waveland has the right to terminate the agreement in whole or in part without judicial intervention, without Waveland being liable for any
damages. Force majeure is defined as any circumstance, both foreseen and unforeseen, as a result of which the licensee/client can no longer reasonably expect compliance with the agreement, including strikes, lockouts, fire and other business disruptions, and other events beyond our control such as flooding, storms, or changes in legislation, whether Dutch, European, or otherwise.

Artikel 10 Payment
Payment for an assignment and/or participation in a Waveland initiative can be made by depositing the full participation fee into the bank account specified by Waveland. Payment for other services must be made within 14 days of invoicing, upon receipt of the amount due into the
bank account provided by Waveland. If payment is not made within the specified period, the licensee/client will be in default by operation of law and will owe statutory interest and any collection costs on the outstanding amount starting 14 days after the invoice date. In the event of bankruptcy, death, legal proceedings, exceeding the payment term, or changes to business activities, Waveland reserves the right to consider the agreement dissolved and to claim the full amount due without legal intervention. Judicial and extrajudicial costs are the responsibility of the licensee/client. Complaints can be submitted up to 8 business days after the invoice date. Complaints must be submitted in writing.

Artikel 11 Prohibition on transfer and copying
Sharing and/or copying content from, or sharing non-contracted login credentials for, a Waveland product violates the license agreement and WL’s copyright on its products, or the permission granted to Waveland BV to use the intellectual property. Waveland will recover any resulting damages from the infringer, and will in any case result in an immediately payable initial compensation of €50,000, followed by the same amount per month for as long as the infringement continues. This does not apply to downloadable documents that, by their very nature, are intended to be shared with third parties.

Artikel 12 Consent to processing personal data
The participant consents to Waveland processing the personal data provided. Waveland processes the data solely for the purpose for which it was provided, which is to provide the requested service to the licensee. The data will only be shared to the extent necessary to perform the service
requested from Waveland. Waveland protects the personal data appropriately. Waveland will not retain the data longer than necessary. The licensee agrees to receive emails from Waveland with information about Waveland’s services.

Artikel 13 Consent to view your portal and perform security assessments.
If Waveland’s service consists of providing a portal, the licensee grants Waveland permission to access their portal. If certification is part of the assignment, this permission also applies to the certification agency. Waveland will keep your information confidential. The licensee grants permission for security assessments to be conducted on the licensed organization, verified by both parties.

Art. 14 Intellectual property
All Waveland products are subject to the copyright © of Waveland BV or the right to exercise copyright. Any infringement of this right will be recovered by Waveland from the infringer, and will in any case result in an immediately payable initial compensation of €50,000, followed by the same amount per month for as long as the infringement continues.

Artikel 15 Applicable law
Dutch law applies to all agreements concluded.

Waveland bv

Waveland BV, KvK 70848629
All products of Waveland BV are delivered under copyright of Waveland BV or its obtained permission to use the intellectual property of the products. ©
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