General Terms and Conditions Hedgehog Carbon Platform

General Terms and Conditions Hedgehog Carbon Platform

Article 1. Definitions

In these general terms and conditions, the following terms are understood to mean:

1. HHIS: The company as defined in Article 2 of these general terms and conditions. When using 'HHIS', reference can be made to Hedgehog Impact Software B.V., owner of the Hedgehog Carbon Platform.
2. Counterparty: The Counterparty/client with whom HHIS has concluded an Agreement and/or the person who is in negotiations with HHIS about it.
3. Agreement: Any agreement / assignment between HHIS and the Counterparty for the provision of HHIS's services to the Counterparty. This can be concluded via Stripe or directly between the Counterparty and HHIS, or the Counterparty and Hedgehog Company B.V..
4. Annual licence costs: The recurring fees that the Counterparty owes to HHIS for the licence.
5. Workspace: A business environment where a company can add multiple users and manage business entities.
6. Member: A person who has access to the Platform in the capacity of an employee and/or representative of a company that is a service provider or client of the Counterparty, or who otherwise has a commercial relationship with the Counterparty.
7. Data Controller: A natural or legal person who determines the purpose and means for the processing of Personal Data.
8. Customer Data: (i) all content, data, information or materials provided to or submitted to HHIS by or on behalf of the Counterparty in the context of using the Platform , (ii) all content, data, information or materials collected or generated by the Platform as a result of input by the Counterparty , and (iii) all content, data, information or materials provided or submitted by a Member of the Workspace when using the Platform.
9. Effective Date: The date on which the Agreement between HHIS and the Counterparty takes effect.
10. General Terms and Conditions: The general terms and conditions between HHIS and the Counterparty regarding the Licence for the use of the Platform.
11. Licence: The right to use the Platform as granted by HHIS to the Counterparty, under the conditions included in the general terms and conditions.
12. Party / Parties: HHIS and the Counterparty together or each separately.
13. Personal Data: All information about a natural person with which they can be identified directly or indirectly, such as a name, an identification number, location data, an online identifier, or one or more elements that are characteristic of the identity of that natural person.
14. Processor: A natural or legal person who processes Personal Data on behalf of the Data Controller.
15. Platform: The web-based platform, developed, owned, and operated by HHIS, for calculating, reporting, and reducing the CO₂ footprint of organizations. This includes but is not limited to all developed source code and databases.
16. Contract Term: The initial contract duration, including any extensions thereof.

Article 2. Identity of HHIS

Name: Hedgehog Impact Software B.V.
Street name and number: Donauweg 10-22
Postal code and city of establishment: 1043 AJ Amsterdam
Chamber of Commerce number: 81465130

Article 3. General Provisions

1. These terms and conditions apply to the access and use of the Hedgehog Carbon Platform (hereinafter: Platform) that is owned and managed by HHIS. This applies to the Platform, as well as all other software, tools, or services related to the Platform.
2. If the Counterparty also uses the services and/or consultancy services of Hedgehog Company B.V. in addition to or in connection with the services of HHIS, the separate general terms and conditions of Hedgehog Company B.V. apply to that use. These conditions apply in addition to the present general terms and conditions.
3. HHIS expressly declares that it has all licences or permission in other form to create and keep the Platform online.

Article 4. The Agreement

1. The Platform is available through a free version or a paid version. The available functions vary, depending on the chosen version.
2. Before access to the Platform can be granted, an online registration process must be followed and completed as indicated on the HHIS website.
3. A Member can add and/or remove extra Members and entities within the Workspace. This will increase or decrease the Annual licence costs. This allows the Agreement to be changed during the term and payment obligations to be met via the built-in payment system via Stripe.
4. Alternatively, the Agreement can be concluded through direct contact with HHIS, or as part of the service provision via Hedgehog Company B.V.

Article 5. Account

1. The account to access the Platform is linked to a specific email address. Only approved email addresses can get access.
2. This email address, and thus the access, is strictly personal and may not be shared.
3. It is possible, if agreed, that sub-accounts are created for extra end-users. The Counterparty remains responsible for these sub-accounts. These sub-accounts may only be granted to persons with the correct authorization to access the Counterparty's account, such as personnel, auditors, consultants, or accountants.

Article 6. The Platform

1. HHIS reserves the right, at its own discretion, to make changes and updates to the Platform without prior notification to the Counterparty.
2. During the term of the Agreement, HHIS will make an effort to provide continuous access to the Platform. However, this is not linked to any guaranteed uptime.
3. It may be necessary to perform some maintenance or make changes to the Platform. This may cause the Platform to be temporarily offline. This does not lead to a right to compensation for the Counterparty.

Article 7. Obligations and Limitations

1. The Counterparty acknowledges that the results arising from the use of the Platform are entirely dependent on and influenced by the data provided by the Counterparty.
2. The Counterparty will not use the Platform in any way other than as permitted in the Agreement.
3. The Counterparty will not in any way make the Platform, in whole or in part, available to, make available for, licence, sublicence, sell, resell, rent, lease, transfer, distribute, or allow others than the Members of the Workspace to use the Platform.
4. The Counterparty will not in any way copy, modify, or create derivative works of the Platform.
5. The Counterparty will not decompile, disassemble, reverse-engineer, or attempt to derive, reconstruct, identify, or discover the source code, underlying ideas, underlying user interface techniques, or algorithms of the Platform in any way, or disclose any of the foregoing, except to the extent expressly permitted by applicable law.
6. The Counterparty will not establish any lien or other security rights on the Platform in any way.
7. The Counterparty will not use the Platform in any way that is (i) unlawful, illegal, fraudulent, or harmful, or is related to an unlawful, illegal, fraudulent, or harmful purpose or activity, or (ii) violates or infringes on the rights of a third party, including contractual rights, intellectual property rights, privacy rights, or publicity rights.
8. The Counterparty will not circumvent any technical or other protection measures or limitations (including account limits, user limits, functional limits, or display restrictions) built into the Platform.
9. The Counterparty will not perform or fail to perform any action, the omission of which constitutes an infringement of, unlawful appropriation of, or is otherwise in violation of any intellectual property right of HHIS, or is in violation of applicable law.
10. In the event of justified doubt by HHIS, the Counterparty will provide HHIS with information that HHIS may reasonably request to verify compliance with the limitations on the use of the Platform, as set out in this article.
11. No explicit or implicit licence or any right of any kind is granted to the Counterparty with regard to the Platform or any part thereof, including but not limited to any right to obtain possession of source code, data, or other technical material related to the Platform, unless otherwise provided in the Agreement.
12. The Counterparty will adhere to common codes of conduct regarding the use of the Platform and will not undertake any activities that cause nuisance, loss, and/or damage to HHIS or Third Parties.
13. The Counterparty is liable for all violations of the above provisions on the Platform.

Article 8. Term and Termination

1. Unless otherwise provided in the Agreement, the following term applies:
   
   1. A subscription to the Free Version of the Platform is entered into for an indefinite period.
   2. A subscription to the Paid Version of the Platform is entered into for a fixed period of twelve (12) months.
2. Subscriptions to the Paid Version can be changed or canceled on a monthly basis.
3. Subscriptions to the Paid Version of the Service are automatically renewed at the end of the initial subscription period for successive renewal periods of the same duration as the initial subscription period.
4. The following rules apply with regard to the renewal period:
   
   1. These twelve (12) months will be invoiced in advance based on an advance payment.
   2. The notice period is one (1) month.
   3. In the event of termination before the period of twelve (12) months has expired, the remaining amount (12 months – actually completed months plus one) will be credited.
5. Upon termination of the Agreement:
   
   1. The licence terminates immediately.
   2. HHIS will immediately terminate all access and usage rights of the Counterparty, Expert Users, and Users of the Business Account to the Platform.
   3. HHIS will immediately, but at least within four (4) weeks, delete all Customer Data still in its possession and, at the request of the Counterparty, confirm the deletion thereof to the Counterparty.

Article 9. Fees, Invoicing, and Payment

1. For the use of the Free Version of the Platform, the Counterparty does not have to provide payment details.
2. The Paid Version can be set up by the Counterparty via the built-in payment system of Stripe. Within Stripe, the Counterparty can:
   
   1. manage the number of Members and entities within the Workspace and thereby adjust the amount of the Annual licence Costs;
   2. download invoices and adjust the payment method.
3. Payments via Stripe are subject to the additional terms and conditions and privacy policy of Stripe, as displayed during the payment process in Stripe. The Counterparty agrees to these terms and conditions upon completing the payment via Stripe.
4. If the Counterparty cannot, may not, or does not want to conclude an Agreement via Stripe, direct communication with HHIS is possible and an Agreement can be concluded outside of Stripe.
5. If the Counterparty also uses or wants to use other services of Hedgehog Company B.V., guidance from consultants of HHIS or Hedgehog Company, or from one of Hedgehog's partners, the Annual licence Costs can be included directly in an Agreement with HHIS, Hedgehog Company B.V., or one of Hedgehog's consultancy partners.
6. In that case, the payment terms and conditions as determined in the General Terms and Conditions of Hedgehog Company B.V., as mentioned in Article 3, paragraph 2 of these terms and conditions, apply.
7. All amounts are invoiced in euros, unless otherwise agreed. All prices are exclusive of VAT, unless otherwise stated.
8. HHIS reserves the right to change the Annual licence Costs. The Counterparty will be notified of this in writing at least thirty (30) days in advance. Based on a price change, the Counterparty has the right to cancel the Agreement in writing with due observance of the notice period as stated in Article 8.
9. Paid amounts for the licence are not refundable, unless terminated in accordance with Article 8. In that case, months already used will not be refunded, but the amount for the months that have been paid for and have not yet expired will be refunded.
10. After termination, all customer data will be deleted, in accordance with Article 8, paragraph 3, regarding data deletion.

Article 10. Emission Factor Databases

1. HHIS offers access to various emission factor datasets via the Platform. The conditions regarding the sub-licence of these emission factor datasets are deemed to have been accepted by the Counterparty as part of the Agreement.
2. The following emission factor datasets are offered in sub-licence via the Platform:
   
   1. Dutch CO2 emission factors
   2. UK Government Department for Energy Security and Net Zero: conditions
3. The Counterparty has a non-exclusive, non-transferable, limited, and revocable right to use the emission factor datasets on the Platform to create an unlimited number of carbon emission data points and reports in accordance with the Agreement.
4. However, the Counterparty has no right to sell, distribute, scrape, disseminate, publicly display, reproduce, or reuse the emission factor data in any other product or service outside the Platform, unless this is explicitly permitted according to the terms and conditions of the relevant emission factor dataset.
5. HHIS is not responsible for the accuracy and integrity of the emission factor datasets that it offers in sub-licence.
6. It is the responsibility of the Counterparty to determine whether the relevant emission factor dataset is suitable for the intended use.

Article 11. Customer Data

1. All Customer Data provided by the Counterparty and/or its Members to HHIS during the term of the Agreement remains the exclusive property of the Counterparty and/or its Workspace(s).
2. HHIS will not use the Customer Data for any purpose other than for the execution of this Agreement.
3. The Counterparty grants HHIS a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable, and revocable licence to use, copy, store, modify, transmit, and display the Customer Data, to the extent that this is useful or necessary for the fulfillment of HHIS's obligations under the Agreement, in particular for offering the Platform.
4. HHIS reserves the right, but is not obliged, to review and delete Customer Data if, in HHIS's opinion, it:
   
   1. is in violation of the provisions of the Agreement or is otherwise inappropriate;
   2. infringes on the rights of third parties; or
   3. is in violation of applicable laws or regulations.
5. The Counterparty is at all times entitled, at its own discretion, to terminate access to Customer Data, delete, edit, and/or modify Customer Data, and make this Customer Data available to Members.
6. The Counterparty agrees that HHIS may collect, use, and disclose aggregated, quantitative data about the use of the Platform and about CO₂ emission reports prepared via the Platform, for product analysis, sector analysis, benchmarking, and other analytical purposes.
7. All collected, used, and disclosed data will be processed exclusively in aggregated form, will not identify the Counterparty or its Workspace(s), and will not contain Personal Data for which the Counterparty is the Data Controller.

Article 12. Liability

1. HH is not liable for indirect and direct damage. The liability of HH for damage resulting from intent or deliberate recklessness of HH is not excluded.
2. If HH can nevertheless be held liable in a specific case, regardless of what is determined in this article, this only applies to direct damage. In those cases, the total liability of HH will be limited to compensation for damage up to a maximum of the amount of the fee agreed for that Agreement (excluding VAT). The amount of the compensation will never exceed the amount paid out by HH's liability insurance.
3. If HH can nevertheless be held liable for direct damage, direct damage is exclusively understood to mean:
   
   1. the reasonable costs that the Counterparty would have to incur to make HH's performance conform to the Agreement ; however, this replacement damage will not be compensated if the Agreement is dissolved by or at the request of the Counterparty;
   2. the reasonable costs incurred to determine the cause and extent of the damage, insofar as this determination relates to damage within the meaning of these general terms and conditions;
   3. the reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to a limitation of damage within the meaning of these general terms and conditions.
4. The Counterparty indemnifies HH against any claims from Third Parties who suffer damage in connection with the execution of the Agreement.

General provisions regarding liability:

5. If the Agreement is a continuing performance contract with a term of more than six (6) months, the fee agreed for that Agreement will be set at the total of the fees (excluding VAT) of the past six (6) months prior to the damage-causing event.
6. A condition for the creation of any right to compensation is always that the Counterparty reports the damage to HH in writing as soon as possible after it has arisen.
7. Any claim for compensation against HH lapses by the mere expiration of twelve (12) months after the claim has arisen.
8. HH is not liable for damage caused by auxiliary persons as referred to in art. 6:76 of the Dutch Civil Code.
9. HH is not liable for damage, of any kind whatsoever, because HH has acted on the basis of incorrect and/or incomplete data provided by the Counterparty or if the Counterparty has provided this data too late.
10. HH is not liable for any damage suffered by the Counterparty as a result of the non-fulfillment of the obligations as described in Article 7 – 'Obligations and Limitations'.

Article 13. Intellectual Property

1. Intellectual property rights are understood to mean: all current and future (i) patents, patent applications, patent publications, and inventions (whether or not patentable), (ii) trademarks, service marks, trade names, logos, corporate identities, domain names, and all applications and registrations thereof, including the associated goodwill, (iii) copyrights and copyrighted works, including databases, computer programs (source code and object code), documentation, designs, and applications and registrations thereof, (iv) trade secrets and other confidential information, including ideas, formulas, compositions, inventions, improvements, know-how, production processes, research and development information, drawings, specifications, blueprints, schemas, protocols, design rights, plans, business plans, proposals, technical data, financial and marketing plans, and customer and supplier data, and (v) all other forms of intellectual property.
2. Notwithstanding the provisions in an Agreement between Parties, all intellectual property rights with regard to the Platform and/or the result of the Agreement executed by HHIS remain the exclusive property of HHIS and are never transferred to the Counterparty.
3. The Counterparty only obtains the non-exclusive, non-transferable usage rights that are expressly granted by these general terms and conditions and the law. Any other or further right of the Counterparty is excluded.
4. Documents, data, or materials provided by HHIS to the Counterparty are exclusively intended for use by the Counterparty. Disclosure by the Counterparty is only permitted if HHIS has not indicated that this is prohibited.
5. Unless expressly and in writing agreed otherwise, the Counterparty is not authorized to grant sublicences to Third Parties.
6. The name, logo, trademarks, and product names of HHIS and the Platform may be used by the Counterparty provided that prior written permission from HHIS has been obtained.
7. Similarly, HHIS may use the name and logo of the Counterparty as a reference or for promotion, unless the Counterparty objects to this in writing in advance.
8. If the Counterparty, despite any prohibition, makes changes, implements improvements, or creates derivative works of the Platform or any part thereof (“Improvements”), all rights, claims, and interests, including all intellectual property rights to these Improvements, will immediately and irrevocably belong to HHIS. The Counterparty hereby transfers these rights to HHIS and will sign all necessary confirmations, transfers, or other documents to formalize this transfer. HHIS owes no compensation to the Counterparty for this transfer.
9. The Counterparty will not remove, suppress, or modify any proprietary markings, such as trademarks or copyright notices, on or in the Platform, unless this is expressly permitted in the Agreement.
10. The Counterparty indemnifies HHIS against claims from Third Parties regarding infringement of intellectual property rights as a result of the use of the Platform or data or materials provided by the Counterparty.
11. If the Counterparty acts in violation of this article, it will owe a directly payable fine of € 20,000 (twenty thousand euros) per violation, without prejudice to HHIS's right to claim (additional) compensation.

Article 14. Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by HH to fulfill any obligation towards the Counterparty cannot be attributed to HH in the event of a circumstance independent of HH's will, which completely or partially prevents the fulfillment of its obligations towards the Counterparty or because of which the fulfillment of its obligations cannot reasonably be expected from HH.
2. These circumstances also include sea-level rise, failures of suppliers or other Third Parties, (power) outages, computer viruses, extreme weather conditions, fire (risk), (imminent) war, pandemics, epidemics, quarantines, absenteeism, work incapacity, strikes, and government measures.
3. If a situation as referred to in paragraph 1 of this article occurs as a result of which HH cannot fulfill its obligations towards the Counterparty, those obligations will be suspended for as long as HH cannot fulfill its obligations.
4. If the force majeure situation has lasted for thirty (30) calendar days, both Parties have the right to dissolve the Agreement in whole or in part in writing. In that case, HH is not obliged to compensate for any damage, even if HH enjoys any benefit as a result of the force majeure situation.
5. If the Agreement ends on the basis of force majeure, as referred to in this article, HH is entitled to payment for the hours already worked or investments made at the time of the termination of the Agreement.

Article 15. Guarantees

1. Unless expressly stated otherwise in this article and to the extent permitted by applicable law, the Platform is provided on an "AS IS" basis. The guarantees included in this article are the only guarantees that HHIS provides with regard to the Platform or any materials or services that HHIS provides in connection with the Agreement.
2. HHIS gives no (and hereby disclaims all) other guarantees, promises, declarations, or conditions of any kind, whether written, oral, explicit, or implicit, including but not limited to implied guarantees of merchantability, suitability for a particular purpose or use, or guarantees regarding the use, misuse, or inability to use the Platform (in whole or in part), or any other product or service provided by HHIS.
3. HHIS gives no guarantee with regard to any hardware, software, or product of third parties. All access to and use of the Platform by the Counterparty under the Agreement is entirely at the Counterparty's own risk.
4. HHIS does not guarantee the correctness or accuracy of the results generated by the Platform, as these results depend on the data entered by the Counterparty.
5. Given that the Platform and the services that HHIS provides under this Agreement are subject to technological changes, HHIS guarantees to the Counterparty that:
   
   1. the services under this Agreement will be performed in a proper and professional manner by duly qualified personnel;
   2. all reasonable efforts will be made to deliver performances in accordance with the state of the art at that time;
   3. market-compliant best practices will be applied to ensure the availability, authenticity, integrity, and confidentiality of data in connection with the execution of this Agreement;
   4. the Counterparty will be informed immediately of changes that have a material impact on the delivery of the Platform or the services under this Agreement;
   5. to the best of its knowledge, the Platform does not contain viruses and HHIS will not deliberately include any virus or other software code that allows unauthorized access.
6. Each Party guarantees to the other Party that:
   
   1. it is duly established, legally exists, and is in good standing under the law of the country of establishment, and is authorized to conclude and execute the Agreement;
   2. the execution, signing, and compliance with the Agreement has been duly approved by all required internal actions within that Party, and that the Agreement constitutes a lawful, valid, and binding obligation that is enforceable in accordance with its terms;
   3. the execution, signing, and compliance with the Agreement by either Party is not, to its knowledge, in violation of any court judgment, order, regulation, or rule that is binding on that Party, nor is it in violation of any agreement to which that Party is a party.
7. If, during the term of the Agreement, it appears or is suspected that incorrect assumptions have been made or that any guarantee proves to be incorrect, the relevant Party will immediately inform the other Party of this in writing.

Article 16. Service Levels

1. The Counterparty can contact HHIS via email at info@hhc.earth (or another address designated by HHIS).
2. HHIS strives to provide an initial response to support requests within one (1) working day, including the next steps and an indication of the expected resolution time, depending on the severity of the problem.Any request is assessed by the HHIS team. If the request is related to knowledge and/or guidance regarding carbon accounting and/or the GHG-protocol, HHIS reserves the right to forward the request to experts from Hedgehog Company or third-party consultant partners. This may involve additional consultancy costs for the Counterparty. HHIS will inform the Counterparty of such a referral and any potential costs in advance.
3. HHIS will make reasonable efforts to ensure the availability of the Platform in accordance with the agreed service levels.
4. The intended availability is 99.9% uptime per calendar month, excluding planned maintenance and events falling under force majeure as described in this Agreement.
5. HHIS monitors the availability of the Platform and will inform the Counterparty immediately of incidents that affect availability.
6. HHIS guarantees that the performance of the Platform, including but not limited to data processing times, page loading times, and the response speed of the user interface, meets commercially reasonable standards for business accounts with up to a maximum of 25,000 data points in the greenhouse gas inventory per reporting period.
7. Temporary unavailability of the Platform due to maintenance by HHIS takes place outside office hours within the Amsterdam time zone (CEST). HHIS will notify the Counterparty of this by email at least two (2) working days in advance, including the expected duration of the maintenance.
8. In the event of unplanned downtime or critical incidents, HHIS will:
   
   1. immediately inform the Counterparty about the incident, including details about the cause, status, and expected resolution time;
   2. provide regular updates on the progress of the resolution process until the incident is completely resolved;
   3. implement effective measures to mitigate risks and prevent recurrence.
9. HHIS reserves the right to update or revise the descriptions of the service levels if necessary. Such updates or revisions will be communicated to the Counterparty.
10. HHIS hosts the Platform on Google Cloud Services. HHIS hosts within the European Union and will not host Customer Data outside the European Union without prior written permission from the Counterparty. The backups of HHIS are also stored within the EU.

Article 17. Confidential Information

1. The Counterparty and HHIS will cooperate within the framework of the Agreement. During this cooperation, the Counterparty and HHIS will exchange confidential information, such as technical, operational, financial, or business information of the Counterparty, of clients of the Counterparty, and/or of HHIS.
2. Confidential information is information that is designated as such or that must be considered as such by its nature. Confidential information can be shared in both directions, whereby the providing party provides information to the receiving party.
3. The following information is not considered confidential information:
   
   1. information that is publicly known or becomes publicly available without the doing of the receiving party;
   2. information that has been obtained by the receiving party from a third party without violating any obligation of confidentiality;
   3. information that has been made public by the providing party without reservation;
   4. information that must be disclosed on the basis of a government order or legal provision, provided that the receiving party immediately informs the providing party thereof.
4. Personal Data, even if it can be considered confidential information, will be processed in accordance with the provisions of the relevant Article 18 in these general terms and conditions about data processing.
5. The Counterparty and HHIS undertake to keep confidential information strictly secret and in particular not to disclose it to third parties, unless prior written permission from the providing party has been obtained.
6. The Counterparty and HHIS will only disclose confidential information to their employees and cooperating parties to the extent that this is strictly necessary for the execution of the Agreement and insofar as these employees or cooperating parties have signed a confidentiality agreement or are bound by legal or contractual confidentiality obligations that are at least as strict as those in this Agreement.
7. The Counterparty and HHIS will not use the confidential information for themselves or for the benefit of third parties, other than for the execution of the Agreement.

Article 18. Data Protection and Processing

1. To the extent that Personal Data is processed in the context of the execution of the Agreement, HHIS will process it in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation" or "GDPR"), as well as other relevant national legislation.
2. The Counterparty acts as the Data Controller. The Data Controller is responsible for the Personal Data provided to HHIS.
3. In this context, HHIS acts as the Processor and processes the Personal Data exclusively for the benefit of the Data Controller. The Processor may only process the Personal Data in accordance with the written instructions of the Data Controller and with due observance of Article 28 of the GDPR.
4. All Personal Data and Customer Data are processed within the EU. HHIS will not process Customer Data outside the European Union without prior written permission from the Counterparty.
5. Categories of data subjects and data : The Processor may process the Personal Data of the following data subjects, exclusively for the fulfillment of the obligations under the Agreement: Workspace users and Members users who have been granted access to the Platform by the Data Controller.
6. The Processor may process the following data of these data subjects: first name, last name, email address, account details, user behavior, and personal CO₂ emission data (such as transport data and other related information).
7. Processing takes place on the basis of the execution of the Agreement between the Data Controller and the Processor, whereby the data subjects are granted access to the Platform.
8. The Data Controller is responsible for facilitating the rights of data subjects and for providing adequate, clear, and understandable information about the processing. The Data Controller guarantees that the Personal Data has been obtained lawfully and that, if required, valid consent has been obtained. HHIS is not obliged to verify the validity of this consent and cannot be held liable for fraudulent acts by the Data Controller.
9. HHIS has taken appropriate technical and organizational measures to protect Personal Data against unauthorized access, loss, or alteration, including:
   
   1. physical access control;
   2. logical access control;
   3. data access management;
   4. input control and logging;
   5. control over compliance with instructions;
   6. availability control and backups;
   7. separation of data for different purposes.
10. HHIS also ensures the availability, authenticity, integrity, and confidentiality of data, and periodically maintains and tests a business continuity plan for the Platform.
11. In the event of a personal data breach (data leak), HHIS will immediately inform the Counterparty, regardless of the cause of the data leak.
12. HHIS uses the following sub-processors for the execution of its services:
    
    1. Google Cloud Platform (location: Europe – various regions): hosting, storage, email, and AI services.
    2. Auth0 (location: Europe – EU tenant): user authentication.
    3. Mandrillapp (location: US hosted): transactional emails.
    4. Microsoft Clarity (location: US hosted).
    5. BetterStack (location: EU): incident tracking.
13. Any additional sub-processors will be communicated to the Counterparty in writing in advance.
14. Deletion and return of data: After termination of the Agreement, HHIS is obliged to return the Personal Data provided by the Counterparty within thirty (30) days or to give the Counterparty the opportunity to obtain it digitally. Any remaining copies and/or backups will be destroyed no later than ninety (90) days after termination, unless storage is legally required according to EU or applicable national legislation.

Article 19. Miscellaneous Provisions

1. Transferability: The Counterparty may not transfer or assign the Agreement to a third party (including affiliated companies) without the prior written permission of HHIS. This permission will not be unreasonably withheld, but may be made dependent by HHIS (acting reasonably and in good faith) on the payment of additional fees. HHIS may freely transfer or assign (a part of) the Agreement to one of its affiliated companies or to a third-party service provider.
2. Independence of provisions: If a competent court rules that any provision, or a part thereof, of the Agreement is not enforceable or invalid, this provision is deemed to be limited to the extent to which the court considers it valid or enforceable. The other provisions of the Agreement remain in full force. In that case, the Parties agree to start negotiations in good faith to replace such an invalid or unenforceable provision with a provision that, as much as possible, aligns with the intention of the Parties, to the extent permitted by applicable law.
3. No waiver of right: The failure or delay of a Party to exercise any right, power, or remedy under the Agreement, as well as any usage pattern between Parties, does not constitute a waiver of that right, power, or remedy. The partial exercise of any right, power, or remedy, or the cessation of steps to enforce it, does not prevent a Party from later exercising this right, power, or remedy in full, nor from exercising any other right, power, or remedy under this Agreement. The choice of a remedy by a Party does not imply a waiver of the right to use other available remedies.

Article 20. Amendment or Supplementation

1. HHIS is entitled to unilaterally amend or supplement these general terms and conditions. In that case, HHIS will inform the Counterparty of the changes or additions in a timely manner. There will be at least thirty (30) days between this notification and the entry into force of the amended or supplemented terms and conditions.
2. In this event, the Customer may terminate the Agreement within thirty (30) days of such notice by notifying HHIS of such termination in writing. If the Customer does not notify HHIS of such termination, the new terms shall become effective as of the date specified in the notice of HHIS.

Article 21. Applicable Law and Accepting these Terms

1. Dutch law applies exclusively to Agreements between HH and the Counterparty.
2. Disputes between Parties will, as far as possible, be attempted to be resolved through proper consultation.
3. All disputes between the Counterparty and HH will be settled exclusively by the competent court in the district where HH is established.
4. By creating an account and using the Platform, the Counterparty declares to agree to the applicability of these General Terms and Conditions. This acceptance has the same legal validity and binding effect as a handwritten signature and obliges the Counterparty to the terms of these General Terms and Conditions. Neither of the Parties will dispute the validity of the General Terms and Conditions based on the way they were accepted. Should the Agreement (such as a paid version) still require a handwritten signature, it will be drawn up in as many original copies as there are Parties to the Agreement.

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