1. Definitions
Unless explicitly stated otherwise in this agreement, the following terms shall have the meaning given below:

Agreement
The agreement or agreements to which these terms and conditions have been declared applicable.

Parties
Licensee and Licensor (hereinafter: SENDNOW).

Software
Licensed copies of “SENDNOW” and/or standard modules as specified in the Agreement, including any documentation.

customization
Specially developed software on behalf of Licensee, which is defined as such in the Agreement, including any documentation.

Documentation
Information, recorded on whatever medium, that relates to the design of, the elaboration of, the possibilities of, the operation of, problems with or the application of the Software or Customization.

Equipment
The equipment in all its constituent parts, including the associated most recent version of the operating software, on which or in conjunction with which the Software must be implemented and functioned by SENDNOW.

Installation
Applying and working delivery of the Software or Customization on the Equipment of a Licensee.

Implementation
The application of the Software according to the wishes of and on behalf of the Licensee, which could include, for example, the implementation of the design, application and configuration of standard modules.

Acceptance
A formal letter in which Licensee declares that the Implementation and Installation of Software, possibly with reservations, has been carried out as desired.

New version
A copy of the Software designated as such in which imperfections have been repaired and/or substantial extensions have been made in, among other things, functionality.

Help desk
Organizational unit within SENDNOW and point of contact for Licensee regarding services provided under this agreement.

Lack
Substantial failure to comply with the functional or technical specifications of the Software or Customization made known in writing by SENDNOW or expressly agreed upon. A Defect only exists if Licensee can demonstrate it and if it is reproducible.

Incident
Any question or problem that is reported to the Helpdesk of SENDNOW

Workaround
Measure to prevent a recurrence of a problem, which does not remove the cause.

Response time
The time within which the SENDNOW starts resolving an Incident.

Public holidays
Nationally recognized holidays and Good Friday.

Business days
Monday to Friday excluding Holidays.
Other terms are defined in this Agreement and have such meanings at that time and elsewhere herein.

2. demarcation
The text of these Conditions only applies to the specifications stated in the Agreement.
Regardless of the effective date of this Agreement, the right to error resolution (article 3) and support (article 5) does not start until the moment of Acceptance by Licensee of the Software and Customization mentioned in the agreement.

3. Troubleshooting
Within the Response Time referred to in Article 9 after Licensee's first request, SENDNOW will begin to resolve any problems identified. SENDNOW will repair a Defect in the Software reported to the SENDNOW Helpdesk free of charge, as long as no unreasonable effort is required in relation to the severity of the Defect. SENDNOW will repair a Defect in the Customization reported to the SENDNOW Helpdesk free of charge, as long as no unreasonable effort is required in relation to the severity of the Defect. The right to error resolution applies only to the most recently released Version.

4. Maintenance
SENDNOW undertakes to continuously improve the quality of the Software and to sufficiently investigate it and to regularly make New Versions available to Licensee. SENDNOW undertakes in any case to adapt the Software - through New Versions - to operating software and underlying databases as well as to changed applicable regulations. SENDNOW will inform Licensee as early as possible about New Versions, as well as their content and consequences with regard to the application, Equipment and/or infrastructure. In principle, SENDNOW will make the Customization suitable for a subsequent Version free of charge, unless this requires an unreasonable effort. In that case, SENDNOW is prepared to do this for a fee. SENDNOW makes a new version available to Licensee at least once a year. SENDNOW is prepared to install the New Versions on location at the request of Licensee for a fee. If Licensee wishes changes and/or functional additions to the Software or Customization, SENDNOW is prepared to implement this by means of a separate written agreement at a price to be agreed upon. SENDNOW stores and manages source code and all documentation (functional design, technical design, installation and user manual).

5. Support
Licensee is entitled to paid support from the SENDNOW Helpdesk through a maximum of three pre-determined contact persons. This support is also intended to help the Licensee with incidental and acute problems when using the Software, and is provided by well-trained experts who are competent and suitable to transfer knowledge to others. Technical support by the SENDNOW Helpdesk is provided within the Service Windows described in article 7. This Helpdesk can be reached by the Licensee by e-mail ([email protected]) and telephone (+31 (0)79 30 300 32). Support for the Software can only be fully provided if the latest version supplied by SENDNOW has been installed.

6. Escrow arrangement
If this is stipulated in the agreement, the Licensee will be added to the list of beneficiaries in the Escrow arrangement.

7. Service Windows
The following Service Windows are distinguished for carrying out the work:

SW 1 On weekdays – 9:00 am to 5:30 pm
SW 2 On weekdays – 5:30 PM to 10:00 PM

If desired, the Service Windows can be extended by means of a separate agreement.

8. Classification Incidents
When reporting each Incident, a classification is made of the type of Incident on the basis of which further actions are taken. The classification is shown in the diagram below:

a. application not available / not available on production environment
b. mission-critical features for users on production environment not available.
c. mission-critical functions for administrators not available; other functions, not being mission-critical user functions, not available.
d. non-urgent issues and user questions (both users and administrators)
When a Workaround is found to resolve an Incident, the Incident will continue to exist as such but will be relegated to one category if possible, unless the Workaround is accepted by Licensee and the incident can therefore be considered resolved.

9. Response time
Response times depend on the classification of the Incident according to Article 8 and are as indicated in the schedule below:

a. 4 hours
b. 8 o'clock
c. 24 hours
d. 48 hours

Category 3 and 4 incidents are only handled within SW 1.

10. Amendments
Changes to the system to be made under the responsibility of Licensee that can reasonably be assumed to affect the operation of the Software must be reported to SENDNOW.
Licensee undertakes to always keep SENDNOW informed of the location of the Software or Customization. SENDNOW may change these terms and conditions. SENDNOW will notify Licensee in writing no later than 60 days before it comes into effect. If Licensee does not respond within 30 days, the amended conditions will become part of the Agreement. If the Parties wish to deviate from these Terms and Conditions, those deviations will be stated in the Agreement and will prevail there
mentioned deviations. Changes to the Agreement must be entered into in writing and are attached hereto as an appendix.

11. Costs Maintenance Agreement
The costs associated with the Maintenance of the Software
are specified in the agreement and are payable annually in advance. The amounts stated in this agreement are exclusive of the sales tax due. SENDNOW has the right to adjust its rates if cost-increasing circumstances arise. In addition to inflation, this may include price increases for gas and electricity, internet connections, rental rates or taxes. This list is not exhaustive. SENDNOW will communicate the cost-increasing circumstances and substantiate them with supporting documents where possible. Price increases are announced at least two months in advance. The Licensee has the choice to cancel the agreement or accept the price change. If the price change is accepted, the rest of the agreement will remain unchanged.

12. Termination in bankruptcy
Each of the Parties has the right, in addition to the general law,
To dissolve the agreement in whole or in part with immediate effect, if:

– the other party has applied for or been granted a suspension of payments;

– the other party has been declared bankrupt or a bankruptcy application has been submitted;

– the Debt Rescheduling Natural Persons Act has been declared applicable to the Licensee.

13. confidentiality
The parties undertake to take reasonable measures to ensure confidentiality of all information that SENDNOW and its employees become aware of during the work under the Agreement.

14. Transfer of rights and obligations
SENDNOW is permitted to transfer rights or obligations arising from the Agreement to a party that is deemed to be able to fulfill the Agreement in at least the same way. To this end, SENDNOW requires the written permission of Licensee, who will not reasonably withhold this permission.

15. Force of the majority
During force majeure, SENDNOW's obligations under the Agreement are suspended. If the period in which fulfillment of SENDNOW's obligations towards Licensee is not possible as a result of force majeure lasts longer than one month, the Parties are entitled to terminate the Agreement without judicial intervention, without in that case being obliged to pay compensation or refund exists. Force majeure means all circumstances that prevent the fulfillment of SENDNOW's obligations and which cannot in any way be attributed to SENDNOW, in the sense that SENDNOW is in any way to blame for its non-compliance. Force majeure includes in any case: weather conditions that lead to non-workable days, war, riots, fire and other disasters, lack of raw materials and fuels, business interruption, strike, government measures, machine breakdown, transport disruptions, failure by carriers, suppliers and /or other third parties fail to fulfill their obligations, disruptions to fixed connections and transmission lines, regardless of whether these circumstances were foreseeable or not. In the event of force majeure, SENDNOW is not liable for damage suffered by Licensee and/or third parties, however named.