Terms and Conditions of Sense Cloud B.V.

1. Definitions

In these general terms and conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:

– Sense Cloud: Sense Cloud B.V., with its registered office in Emmen, at Nijbracht 144, registered with the Chamber of Commerce under number: 70010617;

– Client(s): Sense Cloud’s client(s);

– Contract: the agreement for the supply of works and/or services and all matters relating thereto;

– Work: data files, (customised) software, interfaces, documentation, advice, reports, analyses and/or designs.

2. General

2.1. These terms and conditions apply to all offers, quotations and agreements between Sense Cloud and its Client, unless the parties have expressly agreed otherwise in writing.

2.2. These general terms and conditions also apply to all agreements with Sense Cloud in which third parties are involved in their performance.

2.3. Any deviations from these general terms and conditions shall only be valid if they have been expressly agreed in writing.

2.4. The applicability of the Client’s purchasing or other terms and conditions is expressly rejected.

2.5. If one or more provisions in these general terms and conditions are void or are set aside, this shall not affect the validity of the remaining provisions. In such a case, the parties shall adopt a new provision or provisions to replace the void or annulled provision(s), which shall, as far as is legally possible, reflect the intention and purpose of the original provision.

2.6. For the purposes of these terms and conditions, “in writing” also includes email and communications sent by fax, text message, WhatsApp or any other written form, provided that the identity of the sender and the integrity of the content are sufficiently established. The parties shall endeavour to confirm the receipt and content of communications sent by email.

3. Offers and quotations

3.1. Sense Cloud shall draw up a quotation setting out the work it offers to carry out under the Assignment, what is included in the Assignment and the amount payable for this. The description of the Assignment set out in the quotation shall be binding.

3.2. The Client guarantees the accuracy and completeness of the wishes, requirements, performance specifications and other information provided to Sense Cloud by or on behalf of the Client, on which Sense Cloud bases its quotation.

3.3. The information and/or specifications set out in the quotation supersede all previous agreements and correspondence; in the event of any inconsistency, the contents of the quotation shall prevail. It is the Client’s responsibility to check that the quotation contains the correct information and/or specifications.

3.4. The specifications and other descriptions contained in Sense Cloud’s quotations are as accurate as possible, but are intended solely to indicate the result to be achieved. The Client cannot derive any rights from them.

3.5. No rights may be derived from the information contained on websites, leaflets, flyers, newspapers and in other media used to promote the goods and services. The information in such media is intended for guidance only. This information may only be regarded as accurate if confirmed in writing, except in the case of obvious omissions or errors.

3.6. Quotations provided by Sense Cloud are entirely non-binding and valid for 14 days, unless expressly stated otherwise in the quotation. Sense Cloud can never be obliged to accept the quotation after this period; however, if it does so voluntarily, the quotation shall be deemed to have been accepted and the Contract shall come into effect.

3.7. The Contract shall come into effect upon receipt by Sense Cloud of the Client’s notification confirming acceptance of the quotation. The quotation must be accepted by the Client in writing.

3.8. If the acceptance differs from the offer set out in the quotation, Sense Cloud shall not be bound by it. No contract shall be formed in accordance with such a deviating acceptance, unless Sense Cloud indicates otherwise.

3.9. The Order may only be amended with the consent of both parties, unless and insofar as otherwise provided elsewhere in these terms and conditions.

3.10. In the event of additional work, Sense Cloud will provide an appropriate quotation.

3.11. The prices quoted in tenders are exclusive of VAT and other government levies, unless otherwise stated.

3.12. Quotations do not automatically apply to future orders.

4. Prices and payment

4.1. Where the Client is subject to a recurring payment obligation, Sense Cloud shall be entitled to amend the applicable prices and rates in writing, subject to a notice period of at least three months. If the Client does not wish to agree to an adjustment, Sense Cloud is entitled to terminate the agreement within thirty days of notification, with effect from the date on which the adjustment would take effect.

4.2. The parties shall specify in the agreement the date or dates on which Sense Cloud shall invoice the Client for the agreed services. Invoices shall be paid by the Client in accordance with the payment terms stated on the invoice. In the absence of any specific arrangement, the Client shall pay within fourteen days of the invoice date. The Client is not entitled to set off any amounts or to suspend payment.

4.3. Any increase in cost-determining factors (such as – but not limited to – changes in legislation and regulations, government measures, currency fluctuations or changes in the prices of necessary materials and raw materials), arising after the conclusion of the contract, may be passed on by Sense Cloud to the Client.

4.4. Sense Cloud will send an invoice for the amounts owed by the Client to the email address provided by the Client.

4.5. If the Client fails to pay on time, they shall be in default by operation of law upon expiry of the payment term, without any notice of default being required. If an amount due is not paid within the payment term, statutory (commercial) interest shall be payable on the outstanding invoice amount.

4.6. If the Client considers that (part of) an invoice is incorrect, they must notify Sense Cloud of this within seven days. The obligation to pay the disputed portion (but not the remainder) shall be suspended until Sense Cloud has investigated the notification. If, following an investigation by Sense Cloud, it transpires that the dispute was unfounded, the Client must settle the disputed amount within seven days.

4.7. In the event of late payment, the Client shall be liable, in addition to the amount due and any interest accrued thereon, to pay full compensation for both extrajudicial and judicial debt recovery costs, including the costs of solicitors, bailiffs and debt collection agencies.

4.8. The claim for payment shall become immediately due and payable if the Client is declared bankrupt, or if a general attachment is levied on the Client’s assets, or if the Client dies, goes into liquidation or is dissolved.

5. Amendments to the agreement

5.1. If the agreement is a continuing contract, Sense Cloud is entitled to unilaterally amend or extend these general terms and conditions once per calendar year. To this end, it must notify the Client at least one month before the amendments or additions take effect. However, changes to the general terms and conditions may never override a specific agreement.

5.2. Sense Cloud may amend these general terms and conditions at any time if such amendments are necessary due to changes in the law. The Client may not object to such amendments.

6. Confidentiality and privacy

6.1. The parties shall treat as confidential any information they provide to one another before, during or after the performance of the agreement, where such information is marked as confidential or where the receiving party knows or ought to know that the information was intended to be confidential. The parties shall also impose this obligation on their employees and on any third parties engaged by them for the performance of the agreement.

6.2. Sense Cloud shall endeavour to avoid gaining access to data that the Client stores and/or disseminates via the hardware or software to which the Contract relates, unless this is necessary for the proper performance of the contract or Sense Cloud is obliged to do so pursuant to a statutory provision or a court order. In that case, Sense Cloud shall endeavour to limit its access to the data as much as possible, insofar as this is within its power.

6.3. Sense Cloud may use the knowledge it has acquired whilst performing the contract for other assignments, provided that this does not result in any of the Client’s information being disclosed to third parties in breach of confidentiality obligations.

6.4. The obligations under this Article shall continue to apply even after the termination of the agreement for any reason whatsoever, for as long as the party providing the information can reasonably claim that the information is confidential.

6.5. The Client shall indemnify Sense Cloud against any claims made by individuals whose personal data has been recorded or is being processed as part of a personal data register maintained by the Client or for which the Client is otherwise responsible by law, unless the Client proves that the facts underlying the claim are attributable exclusively to Sense Cloud.

6.6. The Client is prohibited from employing any (former) employee of Sense Cloud whilst they are in the course of their employment, or within one year of their departure from the company, or from awarding contracts to them as a self-employed person.

7. Retention of title, incorporation into another item and retention of possession

7.1. All rights granted to the Client are always subject to the condition that the Client pays the agreed fees to Sense Cloud in full and on time.

7.2. Sense Cloud may retrieve offline, or retain in its possession, the items, products, property rights, data, documents, data files and (interim) results arising from the provision of Sense Cloud’s services, or retain them, notwithstanding any existing obligation to hand them over, until the Client has paid all sums due to Sense Cloud.

7.3. The risk of loss, theft or damage to goods, products, software or data forming the subject-matter of the contract shall pass to the Client at the moment they are brought under the actual control of the Client or a person acting on the Client’s behalf.

8. Intellectual property rights

8.1. All intellectual property rights in all Works developed or supplied under the agreement are vested exclusively in Sense Cloud or its licensors. Only where explicitly stated in the quotation or where otherwise agreed separately may rights be transferred to the Client following full payment. The Client shall only acquire the rights of use expressly granted under Article 9 of these terms and conditions and by law. Any right of use granted to the Client is non-exclusive and non-transferable to third parties. Sense Cloud will never share source files with the Client.

8.2. If, by way of derogation from Article 8.1, Sense Cloud is prepared to undertake to transfer an intellectual property right, such an undertaking may only be given by means of a signed written document. If the parties expressly agree in writing that intellectual property rights in respect of Works developed specifically for the Client are to be transferred to the Client, this shall only take place after full payment has been made and shall not affect Sense Cloud’s right to use and exploit, for other purposes without any restriction, the components, general principles, ideas, designs, documentation, works, programming languages and the like, without any restriction, for other purposes, either for itself or for third parties. Nor shall any transfer of intellectual property rights affect Sense Cloud’s right to undertake, for its own benefit or that of third parties, developments similar to those which have been or are being carried out on behalf of the Client.

8.3. The Client is not permitted to remove or alter any indication regarding the confidential nature of the software, websites, data files, equipment or materials, or regarding copyright, trade marks, trade names or other intellectual or industrial property rights.

8.4. Sense Cloud will carry out any changes or updates on a daily basis and create a backup. Clients are not able to do this themselves. In the event of involuntary loss of possession or damage, the Client may request that a backup be installed.

8.5. If it is irrevocably established in a court of law that the Works developed by Sense Cloud itself infringe any intellectual property or other property right belonging to a third party, or if, in Sense Cloud’s opinion, there is a reasonable likelihood that such an infringement will occur, Sense Cloud shall, where possible, ensure that the Client can continue to use the delivered software, or other functionally equivalent software, websites, data files, equipment or the other materials in question, for example by modifying the infringing parts or by acquiring a licence on behalf of the Client. If, in its sole discretion, Sense Cloud is unable, or unable to do so other than in a manner that is (financially) unreasonably onerous, Sense Cloud shall take back the delivered goods against a credit note for the acquisition costs, less a reasonable fee for use. Sense Cloud shall not make its decision in this regard until after consultation with the Client.

8.6. Any other liability or indemnity obligation on the part of Sense Cloud arising from the infringement of a third party’s intellectual property rights is entirely excluded, including Sense Cloud’s liability and indemnity obligations for infringements caused by the use of the Works (i) in a form not modified by Sense Cloud, (ii) in conjunction with goods or software not supplied or provided by Sense Cloud, or (iii) in any manner other than that for which the Works were developed or intended.

8.7. The Client warrants that no third-party rights prevent the provision to Sense Cloud of equipment, software, material intended for websites (visual material, text, music, domain names, logos, etc.), data files, or other materials, including design materials, for the purpose of use, editing, installation or incorporation (e.g. into a website). The Client shall indemnify Sense Cloud against any action based on the allegation that such provision, use, modification, installation or incorporation infringes any third-party rights

9. Right of use

9.1. Sense Cloud grants the Client the non-exclusive right to use the software, provided that the Client has (at all times) met his/her (ongoing) payment obligations in full and on time. This right shall be granted for the period covered by the payment. The Client shall at all times strictly comply with the restrictions on use agreed between the parties. Without prejudice to the other provisions of these general terms and conditions, the Client’s right of use shall comprise solely the right to load and run the software.

9.2. Sense Cloud reserves the right to suspend its obligations under Agreements if the Client has not fulfilled all its obligations towards Sense Cloud arising from the General Terms and Conditions, the quotation and/or the Agreement – including, but not limited to, payment. Suspension by Sense Cloud shall also be understood to include blocking the Client’s access to the works created under the Agreement (such as, but not limited to, software or interfaces) and/or (temporarily) taking some or all of those Works offline.

9.3. The software may be used by the Client exclusively within its own business or organisation, on a single processing unit and for a specified number or type of users or connections for which the right of use has been granted. Unless otherwise agreed in this regard, the Client’s processing unit on which the software was first used and the number of connections connected to that processing unit at the time of first use shall be deemed to be the processing unit and the number of connections for which the right of use has been granted. In the event of a fault in the processing unit in question, the software may be used on another processing unit for the duration of the fault. The right of use may relate to multiple processing units insofar as this is expressly stated in the agreement.

9.4. The right of use is non-transferable. The Client is not permitted to sell, let, sub-license, dispose of the software and the media on which it is recorded, or to grant limited rights thereto, or to make it available to a third party in any manner or for any purpose whatsoever, to grant a third party access to the software, whether remotely or otherwise, or to have the software hosted by a third party, even if the third party in question uses the software exclusively on behalf of the Client. The Client shall not modify the software other than for the purpose of rectifying errors. The Client shall not use the software for the processing of data on behalf of third parties (‘time-sharing’). The source code of the software and the technical documentation produced during the development of the software shall not be made available to the Client, even if the Client is prepared to pay financial compensation for such provision. The Client acknowledges that the source code is confidential and that it contains Sense Cloud’s trade secrets.

9.5. Immediately upon the expiry of the licence to use the software, Sense Cloud shall take the Works offline and/or remove the link(s) and/or prevent the customer from accessing the Works.

10. Co-operation by the Client

10.1. The Client shall at all times provide Sense Cloud in good time with all data or information useful and necessary for the proper performance of the contract and shall cooperate fully, including by granting access to its premises, programmes and software. If the Client deploys its own staff in the context of cooperating with the performance of the agreement, such staff shall possess the necessary knowledge, experience, capacity and calibre.

10.2. The Client bears the risk associated with the selection, use and implementation within its organisation of the equipment, software, websites, databases and other products and materials, as well as for the services to be provided by Sense Cloud, and is also responsible for the control and security procedures and for ensuring adequate system management.

10.3. If the Client provides Sense Cloud with software, websites, materials, data files or data on a data carrier, these must comply with the specifications laid down by Sense Cloud.

10.4. If the Client fails to make the data, equipment, software or staff necessary for the performance of the contract available to Sense Cloud, or fails to do so in a timely manner or in accordance with the agreements, or if the Client otherwise fails to fulfil its obligations, Sense Cloud shall be entitled to suspend the performance of the contract in whole or in part and shall be entitled to charge for the costs incurred as a result in accordance with its usual rates, all this without prejudice to Sense Cloud’s right to exercise any other legal right.

10.5. If telecommunications facilities are used in the performance of the contract, Sense Cloud is entitled to assign access or identification codes to the Client. Sense Cloud may amend any assigned access or identification codes. The Client shall treat the access codes confidentially and with care, and shall disclose them only to authorised staff members. Sense Cloud shall in no circumstances be liable for any damage or costs resulting from the misuse of access or identification codes.

11. Performance of the Assignment

11.1. Once the Contract has been concluded, Sense Cloud shall use its best endeavours and the work shall be carried out in accordance with the quotation as soon as possible, taking into account the Client’s reasonable requests.

11.2. The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable the correct and timely performance of the Assignment. In particular, the Client shall ensure that all information which Sense Cloud indicates is necessary, or which the Client ought reasonably to understand is necessary for the performance of the Assignment, is provided to Sense Cloud in good time.

11.3. Sense Cloud guarantees that the Assignment will be carried out with due care, to a high standard and to the best of its ability. If the proper performance of the Assignment so requires, Sense Cloud shall be entitled to have certain work carried out by third parties. Sense Cloud shall remain the party responsible to the Client.

11.4. Sense Cloud is entitled, but is under no obligation, to verify the accuracy, completeness or consistency of the source materials, requirements or specifications made available to it and, should any shortcomings be identified, to suspend the agreed work until such time as the Client has rectified the shortcomings in question.

11.5. Unless otherwise agreed, Sense Cloud is not a party to the provision of third-party services, such as software licences or hosting, which will be required for the performance of the Assignment, even if Sense Cloud procures these services on behalf of the Client.

11.6. Sense Cloud shall be entitled to suspend or restrict the performance of the Assignment (temporarily) if the Client fails to fulfil an obligation towards Sense Cloud under the agreement or acts in breach of these general terms and conditions.

12. Development of works

12.1. When developing, configuring and/or modifying Works, Sense Cloud shall, unless otherwise agreed, be entitled to use images, software or components from third parties.

12.2. Sense Cloud is permitted to use open-source software for which the rights are held by third parties. This means, amongst other things, that Sense Cloud may supply open-source software to the Client and may incorporate it into Works that it creates or modifies within the scope of the Assignment. If the licence for certain open-source software stipulates that the Client may only distribute (parts of) the software as open source, Sense Cloud shall provide the Client with adequate information regarding all applicable licence conditions.

12.3. Without this constituting a breach of contract, Sense Cloud may refuse a request to amend the contract if this could have an impact on the quality of the work to be carried out or the goods to be supplied under the contract.

12.4. Following handover, the Client shall be responsible for ensuring proper compliance with the relevant third-party licences when using the developed Works.

13. Delivery times

13.1. All (delivery) deadlines stated or agreed by Sense Cloud have been determined to the best of its knowledge on the basis of the information available to Sense Cloud at the time the agreement was entered into. Sense Cloud shall use due care to adhere to agreed (delivery) deadlines as far as possible. The mere fact that a specified or agreed (delivery) deadline is exceeded shall not constitute a breach of contract on the part of Sense Cloud. In all cases, including where the parties have expressly agreed in writing to a deadline, Sense Cloud shall only be in default due to exceeding a time limit after the Client has given it written notice of default. Sense Cloud shall not be bound by any (delivery) deadlines, whether or not they are final, which can no longer be met due to circumstances beyond its control that have arisen after the conclusion of the agreement. Nor is Sense Cloud bound by any delivery deadline, whether or not it is a deadline, if the parties have agreed to a change in the content or scope of the contract (additional work, changes to specifications, etc.). If there is a risk that any deadline will be exceeded, Sense Cloud and the Client shall consult with one another as soon as possible.

14. Handover and acceptance

14.1. Upon completion of the Assignment or parts thereof, Sense Cloud shall deliver the result where, in its professional opinion, it complies with the specifications or is fit for purpose.

14.2. The Client must then assess and approve the work delivered within 14 days of delivery. If the Client does not reject the work delivered within this period, it shall be deemed to have been accepted.

14.3. If the works are handed over in phases, the Client must, upon handover of each phase, approve or reject that part of the works relating to that phase in the manner specified in the previous paragraph. The Client may not base an acceptance or rejection in a subsequent phase on aspects that were accepted in an earlier phase.

14.4. If the Client rejects the delivered work in whole or in part, Sense Cloud shall endeavour to remedy the grounds for rejection as quickly as possible. Sense Cloud may do this by revising the work or by providing a reasoned explanation as to why the grounds for rejection do not apply. The Client will then have a further 14 days to approve or reject the revision or the explanation.

14.5. If, following the first round of revisions or the provision of reasons, the Client has rejected the delivered work in whole or in part, a reasonable number of further rounds of revisions shall follow, at the discretion of Sense Cloud. If either party indicates that it no longer considers further revisions to be worthwhile, both parties shall be entitled to terminate the agreement in respect of the relevant Assignment. In that case, the Client shall reimburse Sense Cloud for the hours actually worked, up to a maximum of the quoted amount for the rejected work. However, this does not entitle the Client to use the rejected work in any way whatsoever.

14.6. Upon acceptance of the goods delivered, all liability for defects in the goods delivered shall lapse, unless Sense Cloud was aware of the defect or ought to have been aware of it at the time of acceptance. In any event, all liability for defects shall cease one year after the termination of the Assignment for any reason whatsoever.

15. Warranty

15.1. Sense Cloud shall use its best endeavours to rectify any errors in the software within a reasonable period of time, provided that such errors are reported to Sense Cloud in writing, with a detailed description, within one year of delivery. Sense Cloud does not guarantee that the software will operate without interruption, errors or other defects, or that all errors and other defects will be rectified. The rectification will be carried out free of charge, unless the software was developed on the Client’s instructions on a basis other than a fixed price, in which case Sense Cloud will charge for the costs of rectification in accordance with its usual rates. Sense Cloud may charge for the costs of rectification in accordance with its standard rates in the event of user errors or improper use by the Client, or other causes not attributable to Sense Cloud. The rectification of corrupted or lost data is not covered by the warranty. The warranty obligation shall lapse if the Client makes or causes changes to the software without Sense Cloud’s written consent, which consent shall not be withheld on unreasonable grounds.

15.2. Errors shall be rectified at a location to be determined by Sense Cloud. Sense Cloud is entitled to implement temporary solutions, workarounds or restrictions within the software designed to avoid problems.

15.3. Sense Cloud shall have no obligation to rectify faults reported after the expiry of the warranty period referred to in Article 15.1, unless the parties have entered into a maintenance agreement which includes such an obligation to rectify faults.

16. Liability

16.1. Sense Cloud’s total liability for any attributable breach of the contract is limited to the amount paid out by its liability insurance in respect of the matter in question. If the insurer does not pay out, or if Sense Cloud is not insured, liability is limited to compensation for direct loss up to a maximum of the price stipulated for that contract (excluding VAT). If the contract is primarily a continuing contract with a term of more than one year, the price stipulated for the contract shall be deemed to be the total of the fees (excluding VAT) stipulated for one year. Under no circumstances, however, shall the total compensation for direct loss exceed €10,000 (ten thousand euros). Direct loss is understood to mean exclusively: a. reasonable costs which the Client would have to incur to ensure that Sense Cloud’s performance complies with the contract; however, this compensatory loss shall not be reimbursed if the contract is terminated by or at the request of the Client. b. reasonable costs incurred by the Client in being forced to keep its old system or systems and associated facilities operational for a longer period because Sense Cloud failed to deliver by a deadline binding upon it, less any savings resulting from the delayed delivery; c. reasonable costs incurred in determining the cause and extent of the loss, in so far as such determination relates to direct loss within the meaning of these terms and conditions; d. reasonable costs incurred in preventing or limiting damage, in so far as the Client demonstrates that these costs have led to a limitation of direct damage within the meaning of these terms and conditions.

16.2. Sense Cloud’s liability for damages arising from death or personal injury, or for damage to property, shall in no circumstances exceed a total of €1,250,000 (one million two hundred and fifty thousand euros).

16.3. Sense Cloud’s liability for indirect damage, consequential damage, loss of profit, lost savings, diminished goodwill, loss of business, loss arising from claims by the Client’s customers, corruption or loss of data, loss relating to the use of third-party items, materials or software specified by the Client to Sense Cloud, damage relating to the engagement of third parties specified by the Client to Sense Cloud, and all other forms of damage not mentioned in Articles 14.1 and 14.2, on whatever grounds, is excluded.

16.4. The limitations set out in the preceding paragraphs of this Article 14 shall not apply if and to the extent that the damage results from wilful misconduct or gross negligence on the part of Sense Cloud or its directors.

16.5. Sense Cloud’s liability for attributable failure to perform a contract shall, in all cases, arise only if the Client gives Sense Cloud immediate and proper written notice of default, setting a reasonable period for remedying the failure, and Sense Cloud continues to fail culpably to fulfil its obligations even after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that Sense Cloud is able to respond appropriately.

16.6. Any right to compensation is always subject to the Client notifying Sense Cloud in writing of the damage as soon as possible after it has arisen. Any claim for compensation against Sense Cloud shall lapse by the mere expiry of 24 months following the date on which the claim arose.

16.7. The Client shall indemnify Sense Cloud against all claims by third parties arising from product liability as a result of a defect in a product or system supplied by the Client to a third party and which also comprised equipment, software or other materials, unless and insofar as the Client proves that the damage was caused by that equipment, software or other materials.

16.8. The provisions of this article shall also apply for the benefit of all natural and legal persons engaged by Sense Cloud for the performance of the contract.

17. Force majeure

17.1. In the event of force majeure, including but not limited to: disruptions or failures of the internet or telecommunications infrastructure, power cuts, civil unrest, mobilisation, war, transport disruptions, strikes, lockouts, operational disruptions, supply chain disruptions, fire, flooding, pandemics or epidemics, import and export restrictions; and in the event that Sense Cloud, for reasons of its own, regardless of the cause, is unable to make delivery, as a result of which performance of the agreement cannot reasonably be expected of Sense Cloud, the performance of the agreement shall be suspended, or the agreement shall be terminated if the force majeure situation has lasted for more than ninety days, all without any obligation to pay compensation. In such a case, any performance already provided under the contract shall be settled on a pro rata basis, without the parties owing each other anything further.

18. Rescission or termination of the contract

18.1. The agreement between the parties is entered into for an indefinite period, unless the parties expressly agree otherwise in writing.

18.2. If a contract which, by its nature and content, does not terminate upon performance, has been entered into for an indefinite period, it may be terminated by either party, following proper consultation and stating the reasons, by giving two months’ written notice. The parties shall under no circumstances be liable for any compensation as a result of such termination.

18.3. Either party shall only be entitled to terminate the contract if the other party, in all cases following a proper written notice of default—set out in as much detail as possible and specifying a reasonable period within which to remedy the breach— is at fault in failing to fulfil essential obligations under the agreement.

18.4. Following notice of termination, termination or rescission for any reason whatsoever, Sense Cloud is entitled to delete all data stored by it on behalf of the Client with immediate effect from the date on which the agreement expires. In such a case, Sense Cloud is under no obligation to provide the Client with a copy of this data.

18.5. The agreement shall terminate automatically if a party is declared bankrupt, applies for a moratorium on payments, has its assets subject to a general attachment, dies, goes into liquidation or is dissolved. Sense Cloud shall under no circumstances be obliged to refund any sums already received or to pay compensation as a result of such termination. In the event of the Client’s bankruptcy, the right to use the software made available to the Client shall lapse by operation of law.

18.6. If, at the time of termination as referred to in Article 18.3, the Client has already received services in performance of the contract, those services and the associated payment obligation shall not be subject to reversal, unless the Client proves that Sense Cloud is in default with regard to those services. Amounts invoiced by Sense Cloud prior to termination in connection with what it has already duly performed or supplied in fulfilment of the contract, shall remain due and payable in full, subject to the provisions of the previous sentence, and shall become immediately due and payable upon termination.

19. Article 11 Final Provisions

19.1. This agreement is governed by Dutch law. Unless otherwise required by mandatory provisions of law, any disputes that may arise in connection with this agreement shall be submitted to the competent Dutch court for the district in which Sense Cloud is established. The applicability of the 1980 Vienna Convention on Contracts for the International Sale of Goods is excluded.

19.2. Any disputes that may arise between the parties in relation to the quotation, the contract or the general terms and conditions shall be submitted exclusively to the competent court of the District Court of the Northern Netherlands, Assen.

19.3. The version of any communication received or stored by Sense Cloud shall be deemed authentic, unless the Client can prove otherwise.

19.4. The Client is only entitled to assign its rights and obligations under the agreement to a third party with the prior written consent of the other party. Sense Cloud, on the other hand, is always entitled to assign its rights and obligations under the agreement.