License Terms (English)

Version: 6.0 (20260225)

Updated: Updated apendix name, removed article 2.5 and added BETA functionality

Tygron B.V. is filed with the Company Register under number 27348133

These Licence Terms (“Licence Terms”) apply to (i) any offers and/or tenders of Tygron B.V. (“Licensor”) submitted to third parties, (ii) any resulting orders or agreements, including the delivery of services and/or products by Tygron.

DEFINITIONS

Terms used in the Order (as defined below) as well as in these Licence Terms shall be construed as follows:

Add-on license: additional user rights, storage space or features on top of the LTS licence as further specified in article 2 of these Licence Terms.

Administrator: the person assigned by the Licensee to manage the Domain on behalf of the Licensee

Agreement: the Order, these Licence Terms and other Appendices where applicable

API: the Application Programming Interface used by the Licensee in order to have own (software) applications (such as, however not confined to 2D, 3D viewers etc.) communicate with the Tygron Platform

BETA: a Functionality that is still in development, that may change in the future, and is not supported.

Client Application(s): the downloadable and/or web-based Tygron-application(s) used to gain access (through a password and username) to the Domain under the Licence in order to use the Tygron Platform within the User Space

Client Data: the data or particulars referred to in article 7.6

Domain: the closed environment within the Tygron Platform provided by the Licensor to the Licensee, in which the settings and Licensee’s Client Data can be controlled

Editor Session: the session in which a Loaded Project is edited

End User(s): the Administrator and/or another natural person having a Client Application with access to the Domain

End-User Terms: the conditions binding upon the End User(s) with regard to the use of the Client Application(s), the Tygron Platform and API, which can also be viewed on www.tygron.com/enduserlicenseagreement

Functionality: a user facility or feature within the Domain, which is furthermore subject to the type of Licence

GDPR: the General Data Protection Regulation i.e. Regulation (EU) 2016/679

IP rights: intellectual-property rights, both registered and non-registered, including, however not limited to patent rights, copyrights (including rights to source and object codes), database rights, brand rights, rights related to knowhow and company secrets

Impact Session: the session in which a Project – whether or not after an Editor Session – is used by one or more End Users

Licence: the LTS licence, supplemented with a Add-on licence where agreed in the Order

Licensee: the party who gives Tygron Orders for a Licence, Upgrade and/or other service

Licence Fee: the fee referred to in article 3.1

Licence Period: the Licence period referred to in article 4.1

Loading: the start-up of a new Project in the Domain for application in an Editor Session and/or an Impact Session

LTS licence: the Licensee’s user right referred to in article 1 of these Licence Terms and Appendix 1 to the Order

Maintenance: keeping the Client Applications, API and the Tygron Platform running, which includes providing new releases in which bugs or other faults have been rectified and/or new Functionalities or improvements have been added

Order: the Licensor’s written confirmation of the issue of a Licence, Upgrade or other service provided by the Licensor

Project: a geographic area, whether or not supplemented with Client Data and/or the Licensee’s personal settings

Saving: saving the Project after an Editor Session and/or an Impact Session, or keeping a Loaded Project active

Session: an Editor Session or an Impact Session

Sub-domain: the closed environment within the Tygron Platform to be provided by a Licensee to the Sub-licensee through a sub-licence under a Developer Licence

Sub-licensee: has the meaning referred to in article 2.2

Support: the technical and/or practical support and/or training provided by the Licensor to the Licensee as further defined in Appendix 2 to the Order

Template: a Project supplemented with Client Data and/or the Licensee’s personal settings (such as, however, not limited to indicators and stakeholders)

Third Party Software: the software referred to in article 7.4

TQL: Tygron Query Language i.e. the communication language between Microsoft Excel and/or Open Office and the Tygron Platform

Tygron Platform: the Tygron Engine server platform consisting of a combination of software and hardware (such as servers)

Upgrade: increase of User Space under the LTS licence and/or Add-on

Usage Data: has the meaning referred to in article 9.5

Usage Space: the maximum scope of the permitted use of the Software within the Domain based on the applicable LTS.

Article 1. Scope of LTS licence

1.1 Under the LTS licence, the Licensor grants the Licensee the non-exclusive and non-transferrable right to use the Tygron Platform through the Client Application(s) and/or API during the License Period in accordance with the terms and conditions of the Agreement, which right is accepted by the Licensee (“LTS licence”).

1.2 The LTS licence referred to in section 1.1 includes: (i) the right to access to the Client Application(s) using a login and password to be provided by the Licensor, (ii) the right to load and save Projects within the Domain and the applicable User Space, (iii) the right to develop Templates to be used within the Domain, and (iv) the right to Maintenance of the Client Application(s) and the Tygron Platform.

1.3 The LTS licence referred to in section 1.1 is limited to the Usage Space and shall not exceed such Usage Space. Subject to the provisions in the Order, the Usage Space may have restrictions with regard to the quantity of Loading Projects, the quantity of Saving Sessions and/or with regard to the Functionality/ies which may or may not be available in accordance with the Order.

1.4 The Licensee may Upgrade the LTS licence through a notification by e-mail to license@tygron.com or – if and where possible – through a Functionality within the Domain implemented for that purpose. The Upgrade shall be binding upon the Licensee upon receipt of the notification by the Licensor. In case of an Upgrade, the increased Usage Space shall be available within the Domain from the commencement of the Period of the Upgrade as referred to in the first sentence of Article 4.2. In case of an Upgrade, the utilisation of the initial Usage Space, which had already taken place prior to the Upgrade, shall stay intact after the Upgrade, which means that the number of Loaded Projects and the number of Saved Sessions does not change with an Upgrade. It is not possible to downgrade an Upgrade to an LTS licence with less Usage Space during the applicable Licence Period.

1.5 The Licensor’s administration shall – subject to counter-evidence by the Licensee – be binding with respect to the use within the available User Space by the Licensee under the LTS licence.

Article 2. Scope of the Add-on licence

2.1 The Add-on licence includes additional variable user rights, storage space or features.

2.2 Where a Add-on licence entitles a Licensee to access the 'Preview Server', the feature where new Functionality/ies or beta version(s) of the Tygron Platform are provided, these Preview versions will at all times be offered 'AS IS' without any guarantee or obligation from the Licensor. The Licensor offers no further guarantees for the processing and implementation of any (further) developments or desired new functionalities proposed by the Licensee.

2.3 Where a Add-on licence entitles the Licensee to create subdomains, the following applies to the licensee: (a) the right to sub-license with regard to the LTS licence to a third party (“Sub-licensee”) under sub-license terms to be agreed in writing, whereby the Sub-licensee is assigned a Sub-domain. With respect to this, the Licensee has an obligation to ensure that: (i) the Sub-licensee agrees in writing to sub-license terms that are no less onerous than these License Terms, (ii) the Licensor is at all times notified of sub-licenses to be issued to Sub-licensees, and (iii) the Licensee independently provides support of its own with regard to the use and maintenance of the Templates and/or (software) applications developed by the Licensee.

2.4 With regard to a sub-license provided by the Licensee as referred to and in accordance with the provisions of Article 2.3: the Projects that a Sub-licensee Uploads and/or Stores, apply as Projects on the Licensee's LTS license.

2.5 Any additional Functionality to which the Add-on license provides access will be published on the Licensor's support wiki.

2.6 The Licensee can Upgrade the Add-on license through a notification by email to license@tygron.com or - if and where possible - through a Functionality provided for this purpose within the Domain. Upon receipt of such notification by the Licensor, the Upgrade is binding on the Licensee. In the event of an Upgrade, the Functionalities within the Domain will be provided from the start of the Term of the Upgrade as referred to in the first sentence of Article 4.2. It is not possible to "downgrade" an Upgrade back to a Add-on licence with fewer Functionalities during the applicable Term.

Article 3. Fee

3.1 The Licensee shall be due a fee to Licensor for the Licence as defined in the Order (“Licence Fee”).

3.2 In case a Licence Period should end prematurely in case of an Upgrade or an added Add-on license (pursuant to article 4.3), the Licence Fee for the LTS license due on the Licence Period by the end of the Licence Period shall be reduced in proportion to the reduced use of the Licence Period.

3.3 The Licensor shall at all times invoice the Licence Fee prior to the Licence Period to the Licensee, unless otherwise agreed in the Order in writing.

3.4 Upon commencement of a renewal or change of a Licence Period, whether or not resulting from an Upgrade or added Add-on license (pursuant to article 4.3), the Licensee shall be due the adjusted Licence Fee in accordance with the Order. The amount of the Licence Fee shall be determined on the basis of the rates and amounts applied to the respective Usage Space upon commencement of the Licence Period that has been renewed or adjusted by the Licensor. The amount of the Licence Fee upon renewal and/or an adjustment of a Licence Period may therefore differ from the rates and amounts the Licensee was previously notified of by the Licensor.

3.5 Invoices must have been paid by the Licensee within the period set down in the invoice and not later than within 30 days after the invoice date. Any settlement or suspension of (part) payments of the Licence Fee by the Licensee is not allowed.

3.6 The Licence is or shall be granted to the Licensee under the suspensive condition that the Licensor has received the License Fee. As long as the Licence Fee due is not paid or not in full – irrespective of its cause – the Licensor may prevent the Licensee (including the Licensee’s respective End Users) access to the Tygron Platform without any notice, or suspend any of its own obligations pursuant to the Agreement and continue suspension of such obligations.

3.7 Any mentioned prices, rates and amounts in the Agreement are exclusive of VAT.

Article 4. Duration, Termination and Suspension

4.1 The Agreement and the Licence take effect on the date mentioned in the Order and – unless the Order states a different period, in which case such period shall be applicable – shall continue for a period of one year (the “Licence Period”). Six weeks prior to the moment a Licence Period expires, the Licensor must send a reminder to the Licensee stating that cancellation is possible if the Licensee no longer wishes to extend the Licence. Subject to timely cancellation in writing, the Agreement shall each time be tacitly extended for a period equal to the Licence Period. Hereinafter, “Licence Period” shall include the initial Licence Period as well as any renewal and/or change thereof, whether or not following an Upgrade.

4.2 In case of an Upgrade, a new Licence Period shall promptly commence after the Licensor has received the written notification as referred to in Article 1.4 for a period of (i) one year or (ii) another period confirmed by the Licensor for the purpose of the Upgrade. The Licence Period preceding the Upgrade ends upon commencement of the abovementioned new Licence Period.

4.3 The Licensee may supplement the LTS licence with a Add-on licence at any time during the Licence Period. In that case, the applicable License Period will be replaced by a new License Period with immediate effect of (i) one year, or (ii) another term confirmed by the Licensor in the Order for the purpose of the supplemented Add-on license. The License Period of the LTS license will subsequently follow the new License Period of the Add-on License.

4.4 Both the Licensor and the Licensee may cancel the Agreement through a written notification to the other party, which notification must have been received by the other party at least 30 days before the end of the applicable Licence Period. The Licensee moreover has the option to only cancel the Add-on licence while continuing the LTS licence. Notice must be given in writing also for such partial cancellation with due regard for a notice term of at least 30 days before the end of the applicable Licence Period.

4.5 The Licensor has the right to promptly dissolve the Agreement in writing (wholly or partly) while not being due any damages in case: (a) the Licensee (including an End User) acts in contravention of an obligation pursuant to the Agreement and/or the use of the Client Application(s) and/or API in accordance with the End-User Terms, (b) suspension of payment is granted to the Licensee, the Licensee’s petition in bankruptcy is filed or his business is being liquidated.

4.6 Upon termination of the Agreement, irrespective of its reason: (a) the Licensee shall immediately cease the use of the Tygron Platform and continue to cease its use, (b) the Licensor shall deactivate the Licensee’s access to the Tygron Platform, (c) the Licensee shall destroy all the materials and documentation in relation to the Tygron Platform, the Client Application(s) and/or API without keeping any copies, (d) the Licensor shall keep back-ups of the User Data for two (2) years and then remove them, or sooner at the Licensee’s first request thereto, in which case the Licensor shall be entitled to charge the Licensee for reasonable costs of destruction (or transfer).

4.7 The Licensor shall be entitled to deactivate access to the Client Application and to suspend its obligations on account of the Agreement without any notice and/or to prevent (further) use of the Client Application if the Licensee (including an End User) infringes or acts in contravention of a provision in the Agreement and the End-User Terms.

4.8 The Licensor shall furthermore be entitled to deactivate or limit the Sub-domain and to suspend its obligations on account of the Agreement without previous notification if a Sub-licensee infringes or acts in contravention of a provision in the End-User Terms.

Article 5. Copies and Confidentiality

5.1 The Licensee and the Administrator shall neither disclose the Tygron Platform, the Client Application(s) and/or API, nor copy, multiply and/or distribute them, subject to the situation where this is required for the use of the Tygron Platform, the Client Application(s) and/or API and where explicitly permitted under the Agreement.

5.2 The Licensee and the Administrator shall observe secrecy with respect to usernames, passwords and other access details to make use of a Client Application and not disclose them to parties other than the End User for whose purpose they are intended.

5.3 The Licensee is not allowed to (have) change(d) or remove(d) any indication or referral in the Tygron Platform, the Client Application(s) and/or API to the Licensor, the Licensor’s exclusive IP rights, their confidential nature or any other referral applied by the Licensor to the Tygron Platform, the Client Application(s) and/or API.

Article 6. Reverse Engineering and Changes

6.1 The Licensee is not allowed to – directly or indirectly - change or decompile the Tygron Platform, Client Application(s) and/or API, to multiply and/or translate the code and/or submit them to reverse engineering in any other manner.

6.2 The Licensee warrants that no government regulations or contractual or statutory duty in respect of the Licensor or a third party are violated in and through the use of the Tygron Platform and the Client Application(s). This means inter alia that during the use of the Tygron Platform, the Client Application(s) and/or API, the Licensee shall refrain from:

a. performing or omitting any actions in contravention of any legislation and regulations, including the GDPR;

b. (causing to) disseminate viruses, worms, Trojan Horses, rootkits, spyware, hoaxes or any other forms of malware;

c. (causing) to leave behind or (causing) to disseminate any information in contravention of the law, generally accepted and applied ethics and care within the Tygron Platform, the Client Application(s), and/or API;

d. (causing) to hack and/or (causing) to give unauthorised access in any other manner to (and/or the manipulation of) the Tygron Platform, the Client Application(s) and/or API;

e. (causing) to gain unauthorised access to automated systems, computers, databases or servers of third parties;

f. (causing) to delete or change data or make them ineffective or add data to the Tygron Platform, the Client Application(s) and/or API or to automated systems, computers, databases or servers of third parties.

The Licensee indemnifies the Licensor against any loss and/or costs in relation to the above.

6.3 The Licensor is entitled to check the Licensee’s (including the End Users) use of the Tygron Platform, Client Application(s) and/or API as well as the results of the Impact Session and the Editor Session for the above-defined excluded actions.

Article 7. Intellectual Property Rights

7.1 All IP rights regarding the Tygron Platform, the Client Application(s), the API and other services by the Licensor, including Maintenance, Support and/or further developments in the Tygron Platform, the Client Application(s) and/or API are vested in the Licensor and/or its licensors. The Licensee shall only obtain a limited user right in respect of the Tygron Platform within the applicable Licence for the duration of the Licence Period and in accordance with these Licence Terms.

7.2 In case of a renewal and/or adjustment and/or further development of the Tygron Platform and/or the Client Application(s) and/or API, whether or not at the request of or ordered by the Licensee, the IP rights on its results shall be deemed to be vested in the Licensor.

7.3 The IP rights with respect to the Templates developed by the Licensee, indicators and/or adjustments within the Feature provided by the Tygron Platform (e.g. 2D viewers), are vested in the Licensee.

7.4 Parts of the Tygron Platform, the Client Application(s) and API use third-party software and/or open-source software (jointly referred to as the “Third Party Software”). Referrals to such Third Party Software and/or respective (licence) terms are adopted in the Tygron Platform, the Client Application(s) and API. The use of Third Party Software is submitted to the relevant (licence) terms. The Licensor may supply further information about the Third Party Software at the Licensee’s request.

7.5 The Licensor shall at all times be allowed to implement technical facilities for the protection of the Tygron Platform, the Client Application(s) and/or API (including the respective IP rights) and/or the Third Party Software, even if this should cause a limitation of use under the License. The Licensee shall not at any time be allowed to (cause to) remove such technical facility and to (cause to) circumvent it.

7.6 The input of data by the Licensee and/or End Users in the Domain under the Editor Session and/or using the interface (the “Client Data”) shall not constitute a transfer of (intellectual property) rights with regard to such Client Data to the Licensor. The same applies to the IP rights referred to in article 7.3 above.

7.7 The Licensor indemnifies the Licensee, within the confines of article 10, against any rights, claims or damages of parties entitles to Third Party Software based on the alleged infringement of the IP rights with respect to Third Party Software, on the proviso that: (a) the Licensee promptly notifies the Licensor of the right or claim, (b) the Licensee leaves the handling of the claim to the Licensor only, (c) the Licensee provides any and all cooperation to the Licensor. The obligation of indemnification is cancelled in case the alleged infringement is related to illegitimate use of the Third Party Software by the Licensee or by its Sub-licensee (where applicable).

Article 8. Use of the Tygron Platform and the Client Application(s)

8.1 The Licensee is the party responsible for the performance of his hardware and software, configuration, peripheral equipment and internet connection for the purpose of the use of the Tygron Platform, the Client Application(s) and/or API.

8.2 The Licensee guarantees that the equipment used by him – for the purpose of the use of the Tygron Platform and the Client Application(s) – complies with the system requirements set down by the Licensor.

8.3 The Licensee shall notify the Licensor in writing of the persons who will manage the Domain on behalf of the Licensee as the Administrator and provide it to other End Users in accordance with the Agreement.

8.4 The Licensee warrants that End Users shall use the access to the Client Application(s) and API in a responsible manner in accordance with the End-User Terms. With respect to the installation of the Client Application(s), the End User must declare to be bound by the End-User Terms regarding the use of the Tygron Platform through a digital statement.

8.5 The Licensor shall be entitled to (cause to) perform an inspection in order to verify that the Licensee observes these Licence Terms and/or the Licensee’s End Users observe the End-User Terms. Such an inspection shall at all times be performed during business hours with minimum interference to the Licensee’s regular business operations.

Article 9. Maintenance, Usage Data

9.1 Even though the Tygron Platform, the Client Application(s) and/or API have been compiled with utmost care, the Licensor does not guarantee that the Tygron Platform, the Client Application(s) and/or API operate flawlessly and/or contain no faults. The Tygron Platform, the Client Application(s) and/or API are provided ‘AS IS’. The Licensor continuously endeavours to solve any faults in the Tygron Platform and/or Client Application(s) and/or API as soon as possible. The Licensor does furthermore not guarantee that the Tygron Platform and/or the Client Application(s) and/or API are suited for the purpose the Licensee obtains the Licence for.

9.2 The data within the Tygron Platform are mainly derived from third parties. The Licensor does not provide any guarantee in respect of the correctness and completeness of such data.

9.3 The Licensor makes an effort to provide the best possible availability and access to the Tygron Platform, the Client Application(s) and/or API. Without prior notice, the Licensor is entitled to (temporarily) deactivate access to the Tygron Platform, the Client Application(s) and/or API or restrict its use where necessary for Maintenance, or for effecting updates, releases, adjustments or improvements in the Tygron Platform, the Client Applications(s) and/or API, while this shall not entail any right to damages for the Licensee in respect of the Licensor. The Licensor makes an effort to keep this situation to a minimum and where possible with prior notification to the Licensee.

9.4 The Licensor is committed to provide flawless Maintenance of the Tygron Platform, Client Applications(s) and/or API, however, does not guarantee the compatibility of the Tygron Platform, the Client Application(s) and/or API after an update or a new release with applications including the Licensee’s hardware, software or systems, dated for the respective update or release.

9.5 The Licensor is authorised to verify (i) the manner in which the Licensee (including End Users) uses the Tygron Platform, the Client Application(s) and/or API, (ii) the results obtained with the Impact Sessions and Editor Session, (iii) the Client Data and/or (iv) the identification data of the Licensee and/or the End Users (the “Usage Data”). These shall be anonymised where it involves personal data. The Licensor shall only use the Usage Data (i) for the improvement of and for updating the Tygron Platform, the Client Application(s) and/or API, and (ii) to verify the Licensee’s fulfilment of its obligations resulting from the Agreement.

9.6 The Licensor shall retain the User Data while observing confidentiality for at least the duration of the Agreement and up to two years subsequently, subject to anonymized data, which may be stored longer for statistical purposes. The Licensor has an information-security policy in place, which can be inspected at http://www.tygron.com/en/security/.

9.7 The Licensor warrants that the Client Data and the User Data as such and/or its use in the Domain are not in conflict with the rights of any third-party rights and/or of any legislation and regulations and that entering or keeping such data in the Domain shall not contravene any applicable legislation and regulations in the field of the protection of personal data (such as the GDPR). The Licensee indemnifies the Licensor against any loss and/or costs resulting from or in connection with any third-party claims in relation to the provisions in the previous sentence.

9.8 The Licensor reserves the rights to cease certain calculations within a Project if this causes limitation of Functionality of the Tygron Platform to other licensees. In such case and/or if the Licensee anticipates such situation, the Licensor and the Licensee shall consult with each other to make arrangements about ‘complex calculations’, which may for example take place outside business hours.

Article 10. Liability

10.1 Without prejudice to the other provisions in this Article 10, the Licensor shall not bear any liability for any loss whatsoever suffered by the Licensee (including End Users) or which the Licensor may be held liable for by third parties, unless the loss is the result of intent or deliberate recklessness on the part of the Licensor.

10.2 The Licensor’s liability, on any account whatsoever, shall furthermore at any rate be limited to any direct loss to a maximum of 25% of the Licence Fee most recently invoiced and received by the Licensor.

10.3 The Licensor shall not be bound by the fulfilment of any obligation, which is prevented by, or the compensation of any loss, which is the result of BETA Functionality or force majeure. Force majeure includes (i) government measures, (ii) electricity failure, (iii) internet failure, breakdown of the computer network or telecommunication facilities including internet providers and/or datacentres, (iv) war, (v) lock-in, (vi) strike, (vii) general transport issues, (viii) defective items, equipment, software or materials, which use has been requested by the Licensee, (ix) force majeure on the part of the Licensor’s suppliers, (x) the non-proper fulfilment of obligations on the part of suppliers provided by the Licensee and (xi) policy changes and/or suppliers’ default in Third Party Software.

10.4 Unless the Licensor’s non-fulfilment is permanent, the Licensor can only be held liable on account of culpable default in its fulfilment of the Agreement if the Licensee promptly holds the Licensor in default in writing, while a reasonable time- limit must be allowed for the rectification of the default, and the Licensor continues to be in default in the fulfilment of its obligations after such time-limit. The notice of default must contain a description of the default, which must be as complete and as specific as possible, in order to enable the Licensor to provide an adequate response. Each liability on the part of the Licensor and the possibility to claim damages from the Licensor shall be cancelled if the Licensor has not immediately been notified of the facts that caused the loss, and at any rate not later than 5 days after such facts were known, even if at the time it was not yet evident that such facts could result in a loss. The possibility to claim damages from the Licensor shall furthermore be cancelled if the Licensor has been timely notified of the facts giving rise to the loss whereas the claim for damages has not been submitted to legal proceedings within 12 months after the loss was caused.

10.5 The Licensor is never liable for the interpretation and/or the implementation of the results of an Editor Session and/or an Impact Session. In addition, the Licensor is never liable for any damage as a result of or with regard to Templates and/or (software) applications developed by the Licensee. The Licensee indemnifies the Licensor against any (damage) claims from third parties with respect to the results of the Impact Sessions, the Editor Sessions and/or the Usage Data, or (damage) as a result of or with respect to Templates and/or (software) developed by Licensee applications.

10.6 The capacity of the Tygron Platform has been designed for a fair use by the Licensee of the Tygron Platform– as estimated by the Licensor. If the use of the Tygron Platform (whether or not due to peak loads) requires more capacity than estimated by the Licensor, the Licensor may (temporarily) block access to the Tygron Platform, the Client Application(s) and API, which means that the Tygron Platform can (temporarily) not be used. The Licensor is not liable for any resulting loss. The Licensor is entitled to implement technical facilities in order to stop overloads including the possibility to deny the Licensee access to the Tygron Platform.

10.7 The Licensee is responsible for (i) using appropriate hardware, which is actively connected to the internet in order to be able to use the Tygron Platform, the Client Application(s) and API and (ii) having an ‘open’ internet connection available in order to be able to use the Tygron Platform, the Client Application(s) and API. The Licensor does not guarantee the compatibility or the proper operation of the Tygron Platform, the Client Application(s) and/or API in combination with all hardware or software. For a proper operation of the Tygron Platform, the Licensor recommends the use of hardware, software and systems that fulfil the system requirements as set down by the Licensor. The Licensor shall not at any time be liable for any loss resulting from incompatibility of the Licensee’s hardware, software or systems with the Tygron Platform.

10.8 With respect to a sub-licence issued to the Licensee as referred to in Article 2.3 and 2.4, the Licensee shall be fully liable for the Sub-licensee’s actions (or omission of actions).

Article 11. Processing Personal Data

11.1 Under the terms of the implementation of the Agreement and, in the absence thereof, the Licensor’s services, the Licensor may process personal data within the meaning of the GDPR for the purpose of the Licensee. Where this is the case, the following Article sections shall be applicable and qualify as a Processing Agreement within the meaning of the GDPR, while the Licensor shall be considered the “Processor” and the Licensee the “Controller”.

11.2 Processing by the Licensor shall only take place under the terms of the Licensor’s services, including in relation to the hosting, management and Maintenance of the Tygron Platform, the Client Application(s) and/or API, providing Support and any purposes reasonably thereto related or determined with further approval.

11.3 Processing shall take place in agreement with the applicable legislation and regulations and under the Licensee’s (ultimate) responsibility. The Licensor shall only process personal data for its own purposes when it has a legal basis to do so, such as permission from the party involved. The Licensor shall explicitly not bear any responsibility for other processing of personal data, at any rate including, however not limited to the collection of personal data by the Licensee or processing for purposes the Licensor has not been notified of by the Licensee. The Licensee warrants that the order for processing personal data as referred to in this Processing Agreement is in accordance with the applicable legislation and regulations and indemnifies the Licensor against any third-party claims (including the parties concerned) resulting anyhow from any non-compliance.

11.4 The Licensor shall take suitable technical and organisational measures with regard to the processing of personal data in order to protect such data against loss or against any form of unlawful processing (such as unauthorised access to, change or supply of personal data), in compliance with the state of the art, the nature of the personal data and the costs related to taking such measures. Client data are sent encrypted and securely stored on servers that are Licensors property. Further information regarding the affected security measures can be consulted in the information-security policy, which is available at http://www.tygron.com/en/security/. The Licensor, however, does not guarantee that such security will be effective in any circumstances.

11.5 The Licensor shall process the personal data in countries within the European Economic Area (EEA). Transfer to countries outside the EEA is permitted providing that the statutory requirements have been met.

11.6 The Licensor may use third parties (“sub-processors’) under the terms of the Processing Agreement. The Licensee is free to object if the use of a specific third party is unacceptable to the Licensee, in which case the parties shall try and come to a solution in mutual consultation. The Licensor must at any rate make sure that no less than the same obligations are imposed on such third parties in writing as those agreed in this Processing Agreement.

11.7 The Licensor shall observe secrecy with regard to the personal data and shall impose such secrecy upon its employees and any sub-processors or other third parties.

11.8 The Licensee shall at all times be responsible for the notification of a data leak (which means: a violation of the security of personal data resulting in (the possible) unintentional or unlawful destruction, loss, change, unauthorised disclosure of – or access to – the personal data, or any indication that such violation will take place or has taken place) to the supervisor and/or persons concerned. In order to enable the Licensee to fulfil such statutory duty, the Licensor shall as soon as possible, yet within 48 hours upon its discovery, notify the Licensee of the data leak stating the following details: a) the nature of the data leak, where possible including the types of personal data and the categories of the persons concerned; b) the day and time at which the data leak was found; c) the possible consequences of the data leak; d) the measures taken or proposed to tackle the data leak and/or limit any detrimental implications.

11.9 The Licensee is entitled to (cause to) check compliance with the Processing Agreement once every calendar year only, at a reasonable period of notice, and in particular the security measures taken by the Licensor, by an independent IT expert who is bound by secrecy. Such an audit shall only take place in the case of a specific suspicion of abuse of the personal data by the Licensor. The findings following a performed audit shall be assessed by the Licensor and may at the discretion of the Licensor and in a manner as determined by the Licensor be implemented by the Licensor. The costs of the audit shall be for the account of the Licensee.

11.10 In case an End User submits a request to assert its statutory rights to the Licensor, the Licensor shall pass on the request to the Licensee and the Licensee shall further deal with the request.

11.11 This Processing Agreement has been entered into for the duration provided in the Agreement and in case of failure thereof, at any rate for the duration of the Licensor’s services to the Licensee. When the Processing Agreement ends for any reason whatsoever, the Licensee shall instruct the Licensor in writing to return the personal data to the Licensee or to remove them or fully anonymise them without keeping any copies.

Article 12. General Provisions

12.1 The applicability of terms and conditions of purchase or other (general) terms and conditions of the Licensee are hereby explicitly dismissed. Any differences or additions to these Licence Terms shall only apply if and where agreed in writing.

12.2 If the Licensor performs services as ordered by the Licensee other than in connection with the Licence and Support, such services shall be governed by the provisions of the Terms and Conditions of Netherlands ICT (deposited with the Chamber of Commerce under number 30174840), unless the Licensor and the Licensee have agreed otherwise in writing with respect to such services. The above terms and conditions shall be supplied by the Licensor at the Licensee’s request.

12.3 If any provisions of these Licence Terms are null and void or should be cancelled, the remaining provisions of these Licence Terms shall continue to be fully effective. The Licensor and the Licensee shall in that case consult with each other in order to agree to new provisions for the replacement of the null and void or cancelled provisions, while the purpose and the purport of the null and void or cancelled provisions shall be as much as possible in keeping with the replaced provisions.

12.4 In case of any conflict between the various documents concerning the Agreement, the following order of precedence shall apply, while the first-mentioned document takes precedent over a later mentioned document:

(i) the Order

(ii) Appendix 1 (Types of Licences)

(iii) Appendix 2 (Support)

(iv) Appendix 3 (Licence Terms)

12.5 The Licensor is entitled to unilaterally amend these Licence Terms. The Licensor shall in such case notify the Licensee of the intended amendments at least one (1) month before the moment the amendment takes effect. If the Licensee does not agree to the intended amendments, the Licensee shall be entitled to lodge an objection in writing within 14 days upon receipt of the notification and cancel the Agreement by the date the amendments take effect. Without (timely) receipt of any objections, the Licensee shall be deemed to have agreed to the amendments.

12.6 Where the Licensor opts for continuation of an infringement, the Licensor shall not be considered to have in any way waived its rights on account of the Agreement. The Licensor may in such case at any time assert its rights for reasons of its own.

12.7 The Licensee shall in respect of the Licensor be bound by the obligations resulting from Articles 4.6, 5, 6, 7, 9.6, 10, 12 and 13 of the Licence Terms even upon termination of the Agreement.

Article 13. Applicable Law and Disputes

13.1 The Agreement, appendices and further agreements related to the Agreement shall be governed by Dutch law only.

13.2 Any disputes arising from the Agreement shall be submitted to the competent court in The Hague only.