Terms and Conditions

General Terms and Conditions INNOVATIONSOFT B.V.
Article 1. Applicability.
1.1 These general terms and conditions apply to all legal relationships, including quotations and agreements between Innovationsoft BV and the counterparty regarding the supply of software/applications and hardware, unless explicitly deviated from these general terms and conditions in writing by the parties.

1.2 These terms and conditions also apply to all agreements for the execution of which Innovationsoft BV engages third parties.

1.3 The applicability of any other general terms and conditions referred to by the counterparty in any way is expressly rejected, unless Innovationsoft BV has agreed to deviating conditions in writing.

1.4 If Innovationsoft BV has agreed in writing to deviating conditions, these general terms and conditions shall remain in force for the remainder.

1.5 In case of any inconsistency between the agreement and the aforementioned deviating conditions, the agreement shall prevail.

1.6 Innovationsoft BV has the right to unilaterally amend these general terms and conditions. Amendments also apply to previously concluded agreements. Amendments are communicated in writing or by email to the counterparty and take effect 30 days after such communication, unless a different date is indicated in the communication. If the counterparty does not agree to an amendment to the general terms and conditions, it has the right to terminate the agreement, observing a notice period of 30 days. Termination shall be in writing.

1.7 If any provision of the agreement or the general terms and conditions is found to be invalid, this shall not affect the validity of the entire agreement. In such a case, Innovationsoft BV has the right to replace the provision with a provision that, in terms of content and purpose, corresponds as closely as possible to the invalid provision.

Article 2. Offers and conclusion of agreements.
2.1 All offers from Innovationsoft BV are without obligation, unless explicitly stated otherwise by Innovationsoft BV.

2.2 All offers are valid for 2 weeks, unless stated otherwise. Innovationsoft BV is only bound by the offer if it is accepted in writing by the counterparty within 2 weeks. If acceptance takes place after 2 weeks, Innovationsoft BV has the right to adjust the execution period or changed amounts, or to make a new offer.

2.3 If the counterparty does not provide the data or information necessary for the realization or configuration of the software/application(s) or any other work resulting from the order confirmation within a timeframe set by Innovationsoft BV after the order confirmation, Innovationsoft BV is nevertheless entitled to invoice the agreed price. The counterparty is obliged to pay the relevant invoice(s).

2.4 For the use of certain extensions of the software/application(s), Innovationsoft BV may require an additional fee from the counterparty. This also applies if the counterparty requests guidance from Webprodie in customizing the software/application(s).

Article 3. Rates.
3.1 Innovationsoft BV provides service(s) and goods based on the prices and rates as specified in the agreement(s).

3.2 The costs and rates used by Innovationsoft BV are in euros (€) and are exclusive of VAT and other taxes, levies, and duties required by law, unless otherwise indicated.

3.3 The rates and prices used are reviewed periodically (usually on January 1st and/or July 1st) based on wage and price developments. Innovationsoft BV will inform the counterparty at least 30 days before the price and rate change takes effect.

Article 4. Additional Work.
4.1 Innovationsoft BV has the right to adjust the price for the services provided by it in case of changes in the approved project proposal or offer, including with regard to design, functionality, implementation, method, scope, analysis, and/or reporting that take place in consultation with or at the request of the counterparty.

4.2 Innovationsoft BV has the right to charge for additional additions, work, testing, discussions, and/or performances carried out at the request of the counterparty.

Article 5. Execution and Suspension.
5.1 Innovationsoft BV will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. Innovationsoft BV will make every effort to perform the work properly. However, Innovationsoft BV cannot guarantee that the work will always achieve the desired result as expected by the counterparty. Innovationsoft BV always has the right to have certain work performed by third parties.

5.2 The counterparty ensures that all data that Innovationsoft BV indicates as necessary or that the counterparty reasonably understands to be necessary for the execution of the agreement are provided to Innovationsoft BV in a timely manner. If the necessary data for the execution of the agreement are not provided to Innovationsoft BV in a timely manner, or if the counterparty fails to meet any obligation arising from the agreement or these general terms and conditions, Innovationsoft BV has the right, without being liable to pay damages to the counterparty, to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay at the usual rates to the counterparty.

5.3 If it has been agreed that the agreement will be executed in phases, Innovationsoft BV may suspend the execution of those parts that belong to a subsequent phase until the counterparty has approved and/or paid for the results of the preceding phase in writing.

Article 6. Completion.
If a term has been agreed upon for the completion of certain activities within the duration of the agreement, this is only indicative and never a strict deadline.

Article 7. Changes to the Agreement.
7.1 Changes to concluded agreements and deviations from these General Terms and Conditions after their conclusion are only effective if they have been agreed upon in writing between Innovationsoft BV and the counterparty.

7.2 As long as Innovationsoft BV has not confirmed acceptance in writing to the counterparty, Innovationsoft BV can revoke or modify the offer or quotation. If a revocation or modification leads to a new offer or quotation from Innovationsoft BV, the provisions of Articles 2 and 3 and paragraph 1 of this article apply mutatis mutandis.

7.3 If the parties agree that the agreement is modified or supplemented, the timing of the completion of the execution may be affected. Innovationsoft BV will inform the counterparty of this as soon as possible and will never lead to any liability.

7.4 Innovationsoft BV is entitled to pass on increases resulting from changes or additions to the agreement to the counterparty.

7.5 If a fixed amount has been agreed upon, Innovationsoft BV will indicate to what extent the change or addition to the agreement leads to an exceeding of this amount.

7.6 If the agreement as referred to in this article is concluded with multiple contractors, they are jointly and severally liable to Innovationsoft BV in all cases if the obligations to Innovationsoft BV are not or only partially fulfilled by one of the contractors.

7.7 For the use of certain extensions of the software/application(s), Innovationsoft BV may require an additional fee from the counterparty. This also applies if the counterparty requests guidance from Innovationsoft BV in customizing the software/application(s).

7.8 The duration of the agreement will not be changed as a result of the placement of extensions by Innovationsoft BV during the agreement unless the parties expressly agree otherwise in writing.

Article 8. Confidentiality.
8.1 Parties hereby commit to confidentiality regarding all confidential information they obtain from each other or from other sources in the context of the agreement. Information is considered confidential if it has been communicated by one of the parties or if this arises from the nature of the information, with the exception of information that is publicly available. Parties also impose this obligation on their employees and on third parties engaged by them to carry out the agreement.

8.2 Innovationsoft BV reserves the right to use the name of the counterparty as a reference and to make it public as such.

8.3 The (personal) data provided to Innovationsoft BV via the websites of Innovationsoft BV will be treated confidentially. The provided data will be recorded in a file. This data will not be made available to third parties.

Article 9. Exclusivity.
For the duration of the agreement and in accordance with the provisions of the agreement, the counterparty grants Innovationsoft BV the exclusive right to fulfill the assigned task.

Article 10. Intellectual Property.
10.1 All intellectual property rights to all software, equipment, or other materials developed or made available pursuant to the agreement, such as analyses, designs, documentation, reports, quotations, software/application(s) for managing webshops and websites, and everything related to it, as well as preparatory material thereof, exclusively belong to Innovationsoft BV or its licensors. The counterparty only obtains a non-exclusive and non-transferable right of use with regard to the intellectual property for the duration of the agreement.

10.2 The counterparty acknowledges these rights and refrains from reproducing and/or disclosing and/or distributing the software and the associated other materials unless expressly allowed in writing by Innovationsoft BV and/or unless it arises from the nature or purpose of the agreement with Innovationsoft BV.

10.3 All documents, reports, and optimized pages provided by Innovationsoft BV for the execution of the assignment remain the property of Innovationsoft BV. After the termination or cancellation of the agreement, the counterparty is obliged to remove or have removed the delivered optimized pages from its website and return them to Innovationsoft BV.

10.4 Innovationsoft BV reserves the right to use the knowledge acquired for all purposes in the execution of the work, provided that no confidential information of the counterparty is disclosed to third parties.

10.5 The counterparty indemnifies Innovationsoft BV against all claims from third parties in relation to intellectual property rights regarding the publication of texts, images, or other data provided to Innovationsoft BV by or on behalf of the counterparty. In this context, it is understood that, unless proven otherwise by the counterparty, digital images from third-party networks do not belong to the counterparty.

Article 11. Duration and Termination of the Agreement.
11.1 The agreement is concluded for an indefinite period, unless the parties have expressly and in writing agreed otherwise.

11.2 An agreement for a definite period is not terminable prematurely.

11.3 An agreement for a definite period will be automatically renewed for a similar period after the end of the period specified in the contract, subject to termination by registered mail at the end of the (extended) contract term and with a notice period of two months.

11.4 If the counterparty does not, not in a timely manner, or not properly fulfill its obligation arising from any grounds of these General Terms and Conditions or the agreement concluded with Innovationsoft BV, Innovationsoft BV is entitled to terminate the agreement, or a part thereof that still needs to be performed, without prior notice of default and without requiring judicial intervention, in whole or in part, to take back the delivered by it, to the extent not yet paid, or to suspend the execution of the agreement, all without prejudice to the right of Innovationsoft BV to compensation for any loss, loss of profit, and other damage that has arisen or will arise as a result of that failure.

11.5 The provisions of paragraph 4 apply mutatis mutandis in the event of suspension of payments, application for or granting of suspension of payments, bankruptcy, application of the debt rescheduling scheme, or liquidation of the affairs of the contractor or his death, or if the counterparty loses control of his assets by attachment or otherwise. In these circumstances, the counterparty is obliged to report this in writing to Innovationsoft BV without delay.

11.6 In the cases mentioned in paragraphs 4 and 5 of this article, any claim that Innovationsoft BV has against the counterparty is immediately and fully due and payable.

11.7 Upon termination of the agreement, the counterparty must immediately cease and refrain from using the software/application(s). Furthermore, the counterparty and its employees will no longer have access to the software/application(s) and its data after the termination of the agreement, for whatever reason. Innovationsoft BV will not refund any fees already paid or due to the counterparty upon termination of the agreement, for any reason whatsoever.

11.8 On the termination date (being the date on which notice of termination has been given), the right to use the software/application(s) will expire. The counterparty may extend the agreement for the agreed term 14 days before the termination date, upon payment of the administration costs of Innovationsoft BV.

11.9 Up to 14 days prior to the termination of the agreement, the counterparty may request Innovationsoft BV to provide it with the 'export' data of the counterparty, for a fee. For this purpose, the counterparty grants Innovationsoft BV access to the data. This does not apply if only a so-called pilot project is run.

11.10 After termination of the agreement, Innovationsoft BV is generally entitled to delete the data of the counterparty unless a separate agreement has been concluded or Innovationsoft BV is obliged to keep the data pursuant to statutory regulations.

Article 12. Unauthorized Use.
12.1 The counterparty is not allowed to use the service(s), whether knowingly or unknowingly, for actions or behaviors that violate Dutch law, the agreement, these general terms and conditions, and, in general, the standards of decency, reasonableness, and fairness that apply in internet traffic, including but not limited to the following actions and behaviors:
a. Infringement of the rights of third parties or unlawful actions against third parties;
b. The public disclosure or distribution of child pornography;
c. Committing the dissemination of discriminatory information regarding appearance, race, religion, gender, culture, origin, or any other form of discrimination.

12.2 In the cases referred to in Article 14.1, Innovationsoft BV is entitled to suspend the provision of the service(s) without prior notice to the counterparty and to give instructions to the counterparty. If the counterparty fails to follow the instructions, Innovationsoft BV has the right to terminate the agreement immediately, without thereby being liable for any damage suffered or to be suffered by the counterparty. Innovationsoft BV also reserves the right to terminate the agreement immediately without giving instructions and suspending the service(s) to the counterparty.

12.3 Notwithstanding the above, Innovationsoft BV has the right at all times, without prior notice, to remove information from its systems that reasonably is known to infringe on the rights of third parties or is unlawful against third parties.

Article 13. Payment.
13.1 Payment must be made within 8 days after the invoice date in the manner indicated by Innovationsoft BV.

13.2 After the expiry of this fatal payment term of 8 days after the invoice date, the counterparty will be in default without further demand; from the moment of default, the counterparty will owe interest of 1.5% per month on the amount due, unless the statutory interest is higher, in which case the statutory interest will apply.

13.3 In case of liquidation, bankruptcy, or suspension of payments, the claims of Innovationsoft BV and the obligations of the counterparty towards Innovationsoft BV will be immediately due and payable.

13.4 The payments made by the counterparty are always intended to settle all due interest and costs and then the invoices that have been outstanding for the longest time, even if the counterparty indicates that the payment relates to a later invoice.

13.5 If the counterparty is in default pursuant to Article 13.1, Innovationsoft BV has the right to temporarily block access to the software/application(s) or suspend the use of the software/application until the counterparty has complied with its obligations arising from these general terms and conditions and the agreement concluded between the parties. Innovationsoft BV can in this context never be held liable for (consequential) damage as a result of the suspension of the use of the software/application(s).

Article 14. Collection Costs.
If the counterparty defaults or is in default of one or more of its obligations, all reasonable costs incurred to obtain satisfaction, whether in or out of court, will be borne by the counterparty. The extrajudicial costs amount to at least 15% of the invoice amount with a minimum of € 250.00.

Article 15. Domain Names.
15.1 If Innovationsoft BV mediates for the counterparty in obtaining a domain name, the following applies.

15.2 The rules and procedures of the authorities responsible for the registration of domain names, including, but not limited to, the Stichting Internet Domeinregistratie Nederland (SIDN), also apply to the application for and use of a domain name. The entity responsible for the registration of domain names decides on the final granting of the domain name. Innovationsoft BV only plays a mediating role in this procedure and does not guarantee that an application will be accepted.

15.3 The registration of the domain name takes place in the name of the counterparty. The counterparty is fully responsible for the use of the domain name. The counterparty indemnifies Innovationsoft BV against any claims by third parties in connection with the registration and use of the domain name.

15.4 If a domain name is rented by the counterparty through Innovationsoft BV, Innovationsoft BV is entitled to immediately terminate the use and rental of the domain name if the counterparty is in default with its payment obligations. If a domain name is purchased by the counterparty through Innovationsoft BV, the seller retains ownership of the domain name until the due fee has been fully paid.

15.5 If Innovationsoft BV rents or sells a domain name with a website that it owns to the counterparty, the following applies.

15.6 The registration of the domain name with the website is done in the name of the counterparty. The counterparty is fully responsible for the use of the domain name and the website. The counterparty indemnifies Innovationsoft BV against any claims by third parties in connection with the registration and use of the domain name and the website.

15.7 If a domain name with a website owned by Innovationsoft BV is rented by the counterparty through Innovationsoft BV, Innovationsoft BV is entitled to immediately terminate the use and rental of the domain name and the website if the counterparty is in default with its payment obligations.

15.8 Any changes to the design and content of the websites associated with the domain name become the property of Innovationsoft BV after the termination of the rental agreement between Innovationsoft BV and the counterparty. In this case, Innovationsoft BV is therefore entitled to use the relevant changes.

15.9 If a domain name is purchased by the counterparty through Innovationsoft BV, Innovationsoft BV retains ownership of the domain name until the due fee has been fully paid.

Article 16. Retention of Ownership
16.1 All delivered and yet to be delivered goods remain the exclusive property of Innovationsoft BV until all claims that Innovationsoft BV has or will acquire on the counterparty, including in any case the claims mentioned in BW 3:92 paragraph 2, have been fully paid.

16.2 As long as ownership of the goods has not passed to the counterparty, the counterparty may not pledge the goods or grant any other rights to them to third parties, except in the normal course of its business. The counterparty undertakes, at the first request of Innovationsoft BV, to cooperate in the establishment of a pledge on the claims that the counterparty obtains or will obtain from its customers as a result of the delivery of goods.

16.3 The counterparty is obliged to keep the goods delivered under retention of ownership with the necessary care and as recognizable property of Innovationsoft BV.

16.4 Innovationsoft BV is entitled to take back the goods delivered under retention of ownership and still present with the counterparty if the counterparty is in default with the performance of its payment obligations or is in financial difficulties or threatens to go into financial difficulties. The counterparty will at all times grant Innovationsoft BV free access to its premises and/or buildings for inspection of the goods and/or for the exercise of the rights of Innovationsoft BV.

16.5 The above provisions do not affect the other rights belonging to Innovationsoft BV.

Article 17. Complaints
17.1 Complaints are understood to mean: a complaint by the counterparty that the goods delivered by Innovationsoft BV or the services rendered do not conform to the concluded agreement, including visible and not immediately visible defects in the delivered goods.

17.2 The counterparty is obliged to immediately inspect the services and goods delivered by Innovationsoft BV (including packaging) for visible deficiencies, damage, and other visible defects, and as soon as possible, within 72 hours after receipt, inspect for non-immediately visible defects.

17.3 If the goods as referred to in paragraph 2 have to be installed or assembled by Innovationsoft BV before they can be put into use, the counterparty is obliged to carry out the inspection of visible/visible defects referred to in paragraph 2 immediately after installation or assembly has been completed, and within 72 hours thereafter, check for non-immediately visible defects.

17.4 The counterparty is obliged to notify Innovationsoft BV in writing of any complaints regarding visible defects within 72 hours after receipt, with a clear description of the defects or complaints. Complaints as referred to in the first sentence that are submitted after the 72-hour period has elapsed will no longer be processed by Innovationsoft BV.

17.5 With regard to non-(immediately) visible defects in the delivered or delivered goods, complaints must be submitted to Innovationsoft BV in writing within 72 hours after these defects have been discovered by the counterparty, or could reasonably have been discovered. The provisions of paragraph 4, last sentence, apply mutatis mutandis.

17.6 Timely (and properly) submitted complaints to Innovationsoft BV do not give the counterparty the right to suspend or set off the payment of the purchase price/fee, nor the authority to wholly or partially terminate the concluded agreement.

17.7 If Innovationsoft BV and the counterparty disagree on whether a complaint submitted to Innovationsoft BV in a timely and proper manner is justified, this will be initially submitted to an expert appointed by Innovationsoft BV. The costs of engaging the expert will be borne by the party (largely / predominantly) found to be in the wrong.

17.8 If the complaint is found to be justified by Innovationsoft BV or by the expert referred to in paragraph 7, Innovationsoft BV is only obligated to provide replacement goods or similar (new) services, or to credit the invoice, at the discretion of Innovationsoft BV. Returns are not allowed without prior consent from Innovationsoft BV, and such returns do not automatically obligate Innovationsoft BV to replacement, repair, or credit.

17.9 Any legal claims and defenses based on submitted complaints must be filed within one year after the complaint has been filed or the expert has given his final judgment as referred to in paragraph 7, under penalty of forfeiture of this right.

Article 18. Liability.
18.1 Innovationsoft BV is only liable for damage suffered by the counterparty or third parties, which is directly and exclusively the result of willful intent or gross negligence on the part of Innovationsoft BV or its executive subordinate(s) or those hired by it, subject to the provisions below.

18.2 Only damage for which Innovationsoft BV is insured is eligible for compensation, and only to the extent that the insurance company pays out. If Innovationsoft BV's insurer does not pay out, the liability of Innovationsoft BV is limited to the net invoice amount of the specific part of the agreement to which the liability relates, as stated in the order confirmation from Innovationsoft BV to the counterparty, with a maximum of € 10,000.00. The following limitations and situations in which there is in any case no willful intent or gross negligence as referred to in paragraph 1 apply:
a. Innovationsoft BV is never liable for damage to the counterparty or third parties resulting directly or indirectly from the fact that the advice provided orally or in writing by or on behalf of Innovationsoft BV has not been followed, not been followed in a timely manner, or not been followed properly by the counterparty, its representative, or third parties;
b. In the case of oral information provided by or on behalf of Innovationsoft BV, it is never liable for damage resulting from misunderstandings or incorrectly transmitted information;
c. the unavailability and/or untimeliness of reports, news sources, (deep) links, or clippings at the time of monitoring;
d. texts, images, or other data provided by the counterparty, or the unlawful use thereof by the counterparty;
e. the illegality of the services offered by Innovationsoft BV or the manner in which the services are provided by Innovationsoft BV;
f. disruptions in the electronic services of Innovationsoft BV and third parties such as providers, network operators, or other telecommunications networks;
g. the untimely registration of domain names;
h. the hosting going offline or defects of any kind to the server causing the website to be unavailable for some time or completely and/or data loss.
i. the damages to be compensated by Innovationsoft BV will be reduced if the price or compensation to be paid by the counterparty is small in relation to the extent of the damage suffered by the counterparty.

18.3 In no event is Innovationsoft BV liable for consequential damage, indirect damage, business damage, or damage caused by auxiliary persons and/or third parties engaged by Innovationsoft BV in the performance of the agreement. The same exclusion of liability applies to the executives of Innovationsoft BV, unless and insofar as the executives of Innovationsoft BV would be deemed to have willful intent, gross negligence, or gross negligence to be proven by the counterparty.

18.4 Damage for which Innovationsoft BV is liable under paragraph 2 of this provision is only eligible for compensation if the counterparty has notified Innovationsoft BV of this within 30 days of its occurrence, unless the counterparty can reasonably demonstrate that it could not have reported this damage earlier.

18.5 Any complaint regarding the execution or non-execution of any assignment must be submitted by the counterparty to Innovationsoft BV in writing within 30 days of the damage occurring, on pain of forfeiture of any claim.

18.6 The counterparty is obliged to indemnify Innovationsoft BV, as well as the third parties engaged by it, against any claims by third parties for compensation for damage caused by the use or application of the goods or performance(s) delivered by the counterparty.

18.7 If the counterparty fails to fulfill one or more obligations arising from the agreement concluded with Innovationsoft BV or these General Terms and Conditions, not in a timely or proper manner, the counterparty is - without further notice of default - in default and fully liable for all damage suffered by Innovationsoft BV and those engaged by it, without prejudice to the other rights and powers of Innovationsoft BV under the law or under these General Terms and Conditions.

Article 19. Force Majeure.
19.1 In case of force majeure, Innovationsoft BV is not liable. Force majeure is understood in these general terms and conditions, in addition to what is understood in the law and jurisprudence, to mean all external causes, foreseen or unforeseen, over which Innovationsoft BV cannot exert any influence, but which nevertheless prevents Innovationsoft BV from fulfilling its obligations. Force majeure includes, in any case:
a. strike;
b. excessive sick leave of staff;
c. a (temporary) shortage of personnel;
d. fire;
e. business and technical malfunctions within the office or with external parties engaged by Innovationsoft BV;
f. not having sufficient data from or providing incorrect data to us, or not providing sufficient cooperation by the counterparty, as determined by us.

19.2 If Innovationsoft BV is unable to fulfill its obligations on time and/or properly due to force majeure, Innovationsoft BV is entitled to execute the agreement at a later date, to consider the agreement, in whole or in part, dissolved, or to cancel the assignment without being obligated to pay any compensation to the counterparty. Innovationsoft BV must notify the counterparty immediately in this case.

19.3 If Innovationsoft BV is able to partially fulfill its obligations at the onset of force majeure, it is entitled to invoice the part already performed or performable separately. In this case, the counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 20. Specific provisions regarding website optimization.
Innovationsoft BV will make efforts to carry out the optimization of the websites to the best of its ability in relation to the service optimization of websites. It aims to achieve the highest possible position in search engines in connection with this service. Efforts will be made to get the respective websites in the top ten of the ranking within 3 months after optimization. Since external factors can play a role in achieving the highest possible position in search engines, such as, but not limited to, changes in indexing techniques, and Innovationsoft BV cannot influence this, Innovationsoft BV never guarantees the intended result and therefore has no performance obligation, but only an obligation of effort.

Article 21. Equipment and software/application(s).
The counterparty must ensure, at its own risk, that it has adequate equipment and other facilities that provide access to a network on which it can receive the services provided by Innovationsoft BV. The counterparty is responsible for the payment of communication costs incurred.

Article 22. Execution of the agreement.
22.1 To the extent agreed upon between the parties, Innovationsoft BV will regularly back up the data and documents entered by the counterparty in the software/application. This backup is made solely for internal security reasons at the counterparty and to ensure the availability of the application, for example, in the event of calamities such as a major power outage or fire.

22.2 To the extent agreed upon between the parties, Innovationsoft BV will ensure that the data entered by the counterparty into the application are properly secured against loss, theft, unauthorized access, and modification.

Article 23. Privacy of personal data and Processing of personal data.
23.1 The counterparty guarantees to Innovationsoft BV and its suppliers that the data subjects involved in data processing within the meaning of the GDPR have given their consent to the intended processing of personal data, or that such data can be lawfully processed as defined in Articles 6 and/or 9 of the GDPR. By entering into the agreement, Innovationsoft BV is deemed to have been instructed to carry out those data processing operations that are reasonably necessary for the proper performance of the agreement. Otherwise, Innovationsoft BV will only process personal data in accordance with the counterparty's instructions.

23.2 By entering into the agreement, employees of Innovationsoft BV, as well as affiliated third parties involved in the execution of the agreement, are authorized to process personal data on behalf of Innovationsoft BV within the framework of the agreement. In this regard, Innovationsoft BV will ensure appropriate confidentiality agreements with these employees and affiliated third parties.

23.3 In its capacity as a data processor, Innovationsoft BV will comply with the obligations arising from relevant laws and regulations, including the General Data Protection Regulation. In particular, it will ensure the implementation of reasonable technical, organizational, and legal measures to protect personal data. Innovationsoft BV will provide explanations regarding these measures to the Counterparty or any data subjects who approach it upon first request. Additionally, Innovationsoft BV will reasonably cooperate to enable the Counterparty to fulfill its obligations under the GDPR towards data subjects.

23.4 In the event of an unexpected breach of personal data ("data breach") within the meaning of the GDPR, Innovationsoft BV will reasonably cooperate to enable the Counterparty to fulfill its obligation to report. In turn, the Counterparty will reasonably cooperate with Innovationsoft BV to limit or remedy the consequences of a data breach and to prevent future data breaches. In this context, Innovationsoft BV may, at a minimum, require the Counterparty to cooperate in an immediate password reset, the tightening of existing security measures, and the introduction of new security measures. Innovationsoft BV recommends changing passwords related to the software/application(s) at least once a month.

23.5 The Counterparty indemnifies Innovationsoft BV against all third-party claims related to the agreement between Innovationsoft BV and the Counterparty and/or the data processed by the Counterparty in the context of the agreement, which may be brought against Innovationsoft BV due to a breach of the GDPR and/or other relevant data protection laws and regulations, not attributable to Innovationsoft BV.

Article 24. Applicable law and competent court.
24.1 Dutch law applies to all agreements between Innovationsoft BV and the Counterparty.

24.2 The competent court in Almelo has exclusive jurisdiction to hear all disputes that may arise in connection with any agreement or the performance of any agreement between Innovationsoft BV and the Counterparty, as well as all disputes related to these general terms and conditions, unless another court would have jurisdiction under mandatory law.