General Terms and Conditions

Hedgehog Carbon Platform

Article 1. Definitions

In these general terms and conditions, the following terms shall have the meanings set forth below:

1. HHIS: the company as defined in Article 2 of these general terms and conditions; the use of 'HHIS' may therefore refer 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 about it with HHIS;
3. Agreement: any arrangement/assignment between HHIS and the Counterparty for the provision of services by HHIS to the Counterparty, concluded via Stripe or directly between the Counterparty and HHIS, or the Counterparty and Hedgehog Company B.V.;
4. Annual License Fees: the recurring fees owed by the Counterparty to HHIS for the License.
5. Workspace: a company environment within which 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 customer of the Counterparty, or who otherwise has a commercial relationship with the Counterparty.
7. 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 or submitted to HHIS by or on behalf of the Counterparty in connection with the use of 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 License for the use of the Platform.
11. License: the right of use for 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 directly or indirectly identified, such as a name, an identification number, location data, an online identifier, or one or more elements characteristic of the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
14. Processor: a natural or legal person who processes Personal Data on behalf of the Controller.
15. Platform: the web-based platform, developed, owned, and operated by HHIS, for calculating, reporting, and reducing organizations' CO₂ footprint, including but 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 place of business: 1043 AJ Amsterdam Chamber of Commerce (KvK) 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 terms and conditions apply in addition to the present general terms and conditions.
3. HHIS expressly declares to possess all licenses or other forms of permission for the creation and online operation of the Platform.

Article 4. The Agreement

1. The Platform is available through a free version or a paid version. The available features 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 License Fees. The Agreement can be changed in the interim, and payment obligations can 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 for accessing the Platform is linked to a specific email address. Only approved email addresses can gain access. This email address and thus the access is strictly personal and may not be shared.
2. If agreed upon, it is possible to create sub-accounts for additional end-users. The Counterparty remains responsible for these sub-accounts. These sub-accounts may only be granted to persons with the proper 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 implement changes and updates to the Platform without prior notice to the Counterparty.
2. During the term of the Agreement, HHIS will make efforts to provide continuous access to the Platform. However, this is not linked to any guaranteed uptime.
3. It may be necessary to perform 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 damages for the Counterparty.

Article 7. Obligations and Limitations Regarding the Platform

1. The Counterparty acknowledges that the results derived from the use of the Platform are entirely dependent on and influenced by the data supplied by the Counterparty.
2. The Counterparty shall not use the Platform in any way other than permitted in the Agreement.
3. The Counterparty shall not, in any way, make the Platform, in whole or in part, available to, license, sub-license, sell, resell, rent, lease, transfer, distribute, or permit others than the Members of the Workspace to use the Platform;
4. The Counterparty shall not, in any way, copy, modify, or create derivative works of the Platform.
5. The Counterparty shall 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 manner, or disclose any of the foregoing, except to the extent expressly permitted by applicable law.
6. The Counterparty shall not establish any pledge or other security rights over the Platform in any way.
7. The Counterparty shall not use the Platform in any way that is (i) unlawful, illegal, fraudulent, or harmful, or in connection with an unlawful, illegal, fraudulent, or harmful purpose or activity, or (ii) violates or infringes upon the rights of a third party, including contractual rights, intellectual property rights, privacy rights, or publicity rights.
8. The Counterparty shall not circumvent any technical or other protective measures or limitations (including account limits, user limits, functional limits, or display restrictions) built into the Platform.
9. The Counterparty shall not commit any act, or fail to commit any act, the omission of which constitutes an infringement of, misappropriates, or otherwise conflicts with any intellectual property right of HHIS, or conflicts with applicable law.
10. In the event of justified doubt by HHIS, the Counterparty shall 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 implied license or any right of any nature whatsoever is granted to the Counterparty regarding the Platform or any part thereof, including but not limited to any right to obtain possession of source code, data, or other technical material relating to the Platform, unless otherwise provided in the Agreement.
12. The Counterparty shall adhere to customary rules of conduct regarding the use of the Platform and shall not engage in 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 stipulated in the Agreement, the following terms apply: 
   
   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. Subscriptions to the Paid Version can be changed or canceled on a monthly basis.
2. Subscriptions to the Paid Version of the Service shall automatically renew at the end of the initial subscription period for successive renewal periods of the same duration as the initial subscription period. The following rules apply to the renewal period:
   
   1. These 12 (twelve) months are invoiced in advance based on a prepayment;
   2. The notice period is 1 (one) month;
   3. In the event of cancellation before the period of 12 (twelve) months has expired, the remaining amount (12 months – actually completed months plus one) will be credited.
3. Upon termination of the Agreement:
   
   1. the License ends immediately;
   2. HHIS will immediately terminate all access and usage rights of the Counterparty, Expert Users, and Users of the Company Account to the Platform; and
   3. HHIS will immediately, but at least within 4 (four) weeks, delete all Customer Data still in its possession and, upon 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 need 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 License Fees;
   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 enter into 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 wishes to use other services of Hedgehog Company B.V., guidance from consultants of HHIS or Hedgehog Company, or one of Hedgehog's partners, the Annual License Fees can be included directly in an Agreement with HHIS, Hedgehog Company B.V., or one of Hedgehog's consultancy partners. 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.
6. All amounts are invoiced in euros, unless otherwise agreed. All prices are exclusive of VAT, unless otherwise stated.
7. HHIS reserves the right to change the Annual License Fees. The Counterparty will be notified of this in writing at least 30 (thirty) days in advance. Based on a price change, the Counterparty has the right to cancel the Agreement in writing, taking into account the notice period as stated in Article 8.
8. Paid amounts for the License are non-refundable, unless terminated in accordance with Article 8. In that case, already consumed months will not be refunded, but the amount for the months that have been paid for and have not yet passed will be refunded. 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 sublicense of these emission factor datasets are deemed to have been accepted by the Counterparty as part of the Agreement. The following emission factor datasets are offered under sublicense via the Platform:
   
   1. Dutch CO2 emission factors
   2. UK Government Department for Energy Security and Net Zero
2. 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. However, the Counterparty does not have the 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 expressly permitted by the terms and conditions of the relevant emission factor dataset.
3. HHIS is not responsible for the accuracy and integrity of the emission factor datasets it offers under sublicense. It is the Counterparty's responsibility to determine whether the relevant emission factor dataset is suitable for the intended use.
4. Emission factor databases are subject to continuous updates due to changing regulation, new scientific insights, physical changes (e.g. of electricity grid mixes), etc. Counterparty’s carbon footprint results can therefore change overtime due to updates of underlying datasets. HHIS pursues updates to the HHIS system within thirty (30) days after an emission factor database updates.

Article 11. Customer Data

1. All Customer Data provided to HHIS by the Counterparty and/or its Members during the term of the Agreement remains the exclusive property of the Counterparty and/or its Workspace(s). HHIS will not use the Customer Data for any purpose other than the performance of this Agreement.
2. The Counterparty grants HHIS a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable, and revocable license to use, copy, store, modify, transmit, and display the Customer Data, to the extent useful or necessary for the fulfillment of HHIS's obligations under the Agreement, in particular for offering the Platform.
3. HHIS reserves the right, but is not obliged, to review and delete Customer Data if, in HHIS's opinion, it:
   
   1. violates the provisions of the Agreement or is otherwise inappropriate,
   2. infringes on the rights of third parties, or
   3. is contrary to applicable laws or regulations.
4. The Counterparty is entitled at all times, 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.
5. 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. 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 Controller.

Article 12. Liability

1. HH is not liable for indirect damage. The liability of HH for damage resulting from intent or conscious recklessness on the part of HH is not excluded.
2. If HH can still be held liable in a specific case, regardless of what is determined in this article, this only applies to direct damage. In such cases, the total liability of HH will be limited to compensation for damage up to a maximum of the amount of the fee agreed upon for that Agreement (excluding VAT).
3. The amount of the compensation will never exceed the amount paid out by HH's liability insurance.
4. If HH can still 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 ensure that HH's performance meets the Agreement; however, this substitute 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 in the sense 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 in the sense of these general terms and conditions.
5. The Counterparty indemnifies HH against any claims from Third Parties who suffer damage in connection with the performance of the Agreement.

General provisions regarding liability:

1. If the Agreement is a continuing performance contract with a term of more than 12 (twelve) months, the fee agreed upon for that Agreement is set at the total of fees (excluding VAT) of the past 12 (twelve) months preceding the damage-causing event.
2. A condition for the existence of any right to compensation is always that the Counterparty reports the damage to HH in writing as soon as possible after its occurrence. Any claim for compensation against HH lapses by the mere expiry of 12 (twelve) months after the claim arose.
3. HH is not liable for damage caused by auxiliary persons as referred to in art. 6:76 BW (Dutch Civil Code).
4. HH is not liable for damage, of whatever nature, because HH based its actions on incorrect and/or incomplete data provided by the Counterparty or if the Counterparty provided this data too late.
5. HH is not liable for any damage suffered by the Counterparty as a result of non-compliance with the obligations as described in Article 7 – 'Obligations and limitations regarding the Platform'.

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 patentable or not), (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 of an Agreement between the Parties, all intellectual property rights with respect to the Platform and/or the result of the Agreement performed by HHIS remain the exclusive property of HHIS and are never transferred to the Counterparty. To prevent greenwashing and other negative publications, the Counterparty must at all times request written permission for the publication of a result.
3. The Counterparty only obtains the non-exclusive, non-transferable rights of use 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 agreed otherwise in writing, the Counterparty is not authorized to grant sub-licenses 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 consent from HHIS has been obtained. Likewise, HHIS may use the name and logo of the Counterparty as a reference or promotion, unless the Counterparty objects to this in writing beforehand.
7. If the Counterparty, despite any prohibition thereof, makes changes to, implements improvements to, 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, shall immediately and irrevocably accrue 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 does not owe any compensation to the Counterparty for this transfer.
8. The Counterparty shall not remove, suppress, or modify any proprietary markings, such as trademarks or copyright notices, on or in the Platform, unless expressly permitted in the Agreement.
9. 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.
10. If the Counterparty acts in violation of this article, it will owe an immediately payable fine of € 20,000 (twenty thousand euros) per violation, without prejudice to HHIS's right to claim (additional) compensation for damages.

Article 14. Force Majeure

1. In addition to the provisions of Article 6:75 BW (Dutch Civil Code), a shortcoming of HH in the fulfillment of 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 which means that the fulfillment of its obligations cannot reasonably be expected of HH. These circumstances also include sea level rise, default by suppliers or other Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (hazard), (imminent) war risk, pandemics, epidemics, quarantines, sick leave, inability to work, strikes, and government measures.
2. If a situation as referred to in paragraph 1 of this article occurs, as a result of which HH cannot meet its obligations towards the Counterparty, those obligations will be suspended as long as HH cannot meet its obligations. If the force majeure situation has lasted for 30 (thirty) calendar days, both Parties have the right to dissolve the Agreement, in whole or in part, in writing. HH is not obliged to pay any compensation for damages in that case, even if HH benefits from the force majeure situation.
3. If the Agreement ends due to 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: Warranties

1. Except as expressly stated otherwise in this article and to the extent permitted by applicable law, the Platform is provided on an "AS IS" basis. The warranties contained in this article are the only warranties provided by HHIS regarding the Platform or any materials or services that HHIS provides in connection with the Agreement.
2. HHIS makes no (and hereby disclaims all) other warranties, commitments, statements, or conditions of any kind, whether written, oral, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or use, or warranties regarding the use, misuse, or inability to use the Platform (in whole or in part), or any other product or service supplied by HHIS.
3. HHIS gives no warranty regarding any hardware, software, or third-party product.
4. All access to and use of the Platform by the Counterparty under the Agreement is entirely at the Counterparty's own risk. 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 performance in accordance with the state of the art applicable 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 performance of this Agreement;
   4. the Counterparty will be informed immediately about 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 contains no viruses and HHIS will not knowingly include any virus or other software code that allows unauthorized access.
6. Each Party warrants to the other Party that:
   
   1. it is duly incorporated, validly existing, and in good standing under the laws of its country of incorporation, and is authorized to enter into and perform 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 legal, valid, and binding obligation enforceable in accordance with its terms;
   3. the execution, signing, and compliance with the Agreement by neither Party, to its knowledge, violates any judicial decision, order, regulation, or rule binding on that Party, nor violates any agreement to which that Party is a party. If, during the term of the Agreement, it appears or is suspected that incorrect assumptions have been made or that any warranty proves to be incorrect, the relevant Party will immediately inform the other Party thereof in writing.

Article 16: Service Levels

1. The Counterparty can contact HHIS via email at [support@hhis.earth] (or another address designated by HHIS). HHIS strives to provide an initial response to support requests within one (1) Business Day, including the follow-up steps and an indication of the expected resolution time, depending on the severity of the problem.
2. HHIS will make reasonable efforts to ensure the availability of the Platform in accordance with the agreed service levels. The intended availability is 99.9% uptime per calendar month, excluding scheduled maintenance and events that fall under force majeure as described in this Agreement. HHIS monitors the availability of the Platform and will immediately inform the Counterparty about incidents that affect availability.
3. 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.
4. Temporary unavailability of the Platform due to maintenance by HHIS takes place outside office hours. HHIS will notify the Counterparty of this by email at least two (2) Business Days in advance, including the expected duration of the maintenance.
5. 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 fully resolved;
   3. implement effective measures to mitigate risks and prevent recurrence.
6. 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.
7. 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 consent from the Counterparty. HHIS's backups 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 customers of the Counterparty, and/or of HHIS. 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 disclosing party provides information to the receiving party.
2. The following information is not considered confidential information:
   
   1. information that is publicly known or becomes publicly available without the fault of the receiving party;
   2. information that the receiving party obtained from a third party without violating any obligation of confidentiality;
   3. information that the disclosing party has made public without reservation;
   4. information that must be disclosed pursuant to a government order or legal provision, provided that the receiving party immediately informs the disclosing party thereof.
3. Personal Data, even if it can be considered confidential information, is processed in accordance with the provisions of the relevant Article 18 in these general terms and conditions regarding data processing.
4. The Counterparty and HHIS undertake to keep confidential information strictly secret and, in particular, not to disclose it to third parties, unless prior Written consent from the disclosing party has been obtained. The Counterparty and HHIS will only disclose the confidential information to their employees and collaborating parties insofar as this is strictly necessary for the performance of the Agreement and insofar as these employees or collaborating parties have signed a non-disclosure agreement or are bound by legal or contractual confidentiality obligations that are at least as strict as those in this Agreement.
5. The Counterparty and HHIS will not use the confidential information for themselves or for the benefit of third parties, other than for the performance of the Agreement.

Article 18: Data Protection and Processing

1. GDPR To the extent that Personal Data is processed within the framework of the performance 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 Implementation Act” or “UAVG”), as well as other relevant national legislation.
2. The Counterparty acts as the Controller. The Controller is responsible for the Personal Data provided to HHIS.
3. HHIS acts as the Processor in this context and processes the Personal Data exclusively on behalf of the Controller. The Processor may only process the Personal Data in accordance with the Written instructions of the Controller and with due observance of Article 28 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 consent from the Counterparty.
5. Categories of Data Subjects and Data
   
   1. The Processor may process the Personal Data of the following data subjects, solely for the performance of the obligations under the Agreement: Workspace users and Member users who have been granted access to the Platform by the Controller.
   2. 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).
   3. Processing takes place based on the performance of the Agreement between the Controller and the Processor, whereby the data subjects are granted access to the Platform.
6. The Controller is responsible for facilitating the rights of data subjects and for providing adequate, clear, and understandable information about the processing. The Controller ensures 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 Controller.
7. 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 of compliance with instructions;
   6. availability control and backups;
   7. separation of data for different purposes.
8. HHIS also ensures the availability, authenticity, integrity, and confidentiality of data, and periodically maintains and tests a business continuity plan for the Platform.
9. In the event of a Personal Data breach (data leak), HHIS will immediately notify the Counterparty, regardless of the cause of the data leak.
10. HHIS uses the following sub-processors for the performance 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.
11. Any additional sub-processors will be communicated to the Counterparty in writing in advance.
12. Deletion and return of data. Upon termination of the Agreement, HHIS is obliged to return the Personal Data provided by the Counterparty within thirty (30) days or offer 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 under EU or applicable national law.

Article 19: Miscellaneous Provisions

1. Transferability: The Counterparty may not transfer or assign the Agreement to a third party (including affiliated companies) without prior Written consent from HHIS. This consent will not be unreasonably withheld, but HHIS may (acting reasonably and in good faith) make it dependent 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. Severability: If a competent court rules that any provision, or part thereof, of the Agreement is unenforceable or invalid, that provision shall be deemed to be limited to the extent that the court deems it valid or enforceable. The remaining provisions of the Agreement shall remain in full force and effect. In that case, the Parties agree to start negotiations in good faith to replace such an invalid or unenforceable provision with a provision that aligns as much as possible with the intention of the Parties, to the extent permitted by applicable law.
3. No Waiver: The failure or delay of a Party to exercise any right, power, or remedy under the Agreement, as well as any usage pattern between the 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 fully exercising that right, power, or remedy later, nor the exercise of 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 utilize other available remedies.
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 obligates the Counterparty to the terms of these General Terms and Conditions. Neither Party will challenge the validity of the General Terms and Conditions based on the manner in which they were accepted. Should the Agreement (such as a paid version) nevertheless require a handwritten signature, it will be drawn up in as many original copies as there are Parties to the Agreement.

Article 20. Amendment or Supplement

1. HHIS is entitled to unilaterally amend or supplement these general terms and conditions. In that case, HHIS will inform the Counterparty of the amendments or supplements in a timely manner.
2. There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented terms and conditions.
3. 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

1. Agreements between HH and the Counterparty are exclusively governed by Dutch law.
2. Disputes between the Parties will, as much as possible, be attempted to be resolved through good consultation. All disputes between the Counterparty and HH will be exclusively settled by the competent court in the district where HH is located.

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