Terms and Conditions ViroCards B.V.

The private limited company ViroCards B.V. (hereinafter: ViroCards,) (trading name Viropay) is registered with the Chamber of Commerce under number 84853433 and is located at Vrije Heerlijkheid 39 (1566MH) in Assendelft.

Article 1 - Terms

1. In these terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.

2. Offer: any offer or quotation to the Customer for the provision of Services by ViroCards

3. Company: the natural or legal person who acts in the execution of a profession or business.

4. Consumers: the natural person who does not act in the course of a profession or business.

5. Services: the Services that ViroCards offers concern the provision of software as well as the provision of an online community (located on Discord).

6. ViroCards: the supplier that offers Services to the Customer.

7. Customer: The Company and/or the Consumer whom ViroCards has appointed, has provided projects to ViroCards for Services performed by ViroCards, or to which ViroCards has made a proposal under an Agreement .

8. Agreement: any Agreement and other obligations between Customer and ViroCards, as well as proposals from ViroCards for Services provided by ViroCards to Customer and accepted by Customer and accepted and performed by ViroCards where these general terms and conditions form an inseparable whole.

9. Software: The online Software (platform Viropay) made available to the Customer by ViroCards

10. SaaS service: making and keeping the Software available remotely.

Article 2 - Applicability

1. These terms and conditions apply to every Offer of ViroCards, every Agreement between ViroCards and the Customer and to every Service offered by ViroCards.

2. Before a (remote) Agreement is concluded, the Customer will be provided with these terms and conditions. If this is not reasonably possible, ViroCards will indicate to the Customer how the Customer can view the general terms and conditions.

3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with ViroCards.

4. These general terms and conditions also apply to additional, amended and follow-up orders from the Customer.

5. The Customer's general terms and conditions are excluded.

6. If one or more provisions of these general terms and conditions are partially or wholly invalid, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.

7. Ambiguities about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. The agreements in the Agreement are leading and take precedence over these general terms and conditions.

8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.

9. The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless ViroCards grants the Client explicit and prior consent. ViroCards is free to attach further conditions to this.

10. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and to the extent applicable.

11. In the event that ViroCards has not always required compliance with these general terms and conditions, it retains its right to demand compliance with these general terms and conditions in whole or in part.

Article 3 – The Offer

1. All offers made by ViroCards are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.

2. ViroCards is only bound by an Offer if the Customer's acceptance thereof is confirmed in writing with due observance of the term stated in the offer. Nevertheless, ViroCards has the right to refuse an Agreement with a potential Customer for any good reason for ViroCards.

3. The Offer contains a description of the Services offered. The description is detailed in such a way that the Client is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on ViroCards. Any images and data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. All offers are furthermore made with data provided by the Customer. Offers expire if the Customer's information is incorrect or incomplete.

4. Offers or quotations do not automatically apply to follow-up orders.

5. Delivery times and terms in ViroCards's offer are indicative and do not entitle the Customer to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.

6. A composite quotation does not oblige ViroCards to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price.

Article 4 – Creation of the Agreement

1. The Agreement is established at the moment that the Customer has accepted an Offer or Agreement from ViroCards. The Customer will provide all mandatory information requested during registration completely and truthfully.

2. If the Customer has accepted the Offer, ViroCards will confirm the Customer's registration in writing by e-mail.

3. ViroCards is not bound by an Offer if the Customer could reasonably have expected or should have understood that the Offer contains an obvious mistake or error. The Customer cannot derive any rights from this mistake or error.

4. Any Agreement entered into with ViroCards or a project assigned by the Client to ViroCards rests with the Company and not with an individual person associated with ViroCards.

5. If the Client cancels an Agreement that has already been confirmed, the costs actually incurred up to that point (including the time spent) will be charged to the Client.

6. The Customer's right of withdrawal is excluded, unless otherwise agreed.

7. If the Agreement is entered into by several Customers, each Customer is individually severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 – Duration of the Agreement

1. If and insofar as an Agreement has been concluded between the Customer and ViroCards, the duration of this Agreement is for a definite period of time.

2. The Agreement is tacitly renewed each year for the originally agreed term, unless the Customer or ViroCards has terminated the Agreement in writing with a notice of one month. ViroCards must confirm this cancellation in writing.

3. Both the Customer and ViroCards can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given notice of default in writing, and it has been given a reasonable term to fulfill its obligations, and imputably shortcoming. This also includes the payment and cooperation obligations of the Customer.

4. The dissolution of the Agreement does not affect the Customer's payment obligations if ViroCards has performed work or delivered services at the time of the dissolution.

5. The parties can terminate the Agreement with immediate effect, after which the Customer can use the Service until the end of the month. Access will be closed immediately after the end of the month.

6. In the event of premature termination of the Agreement, the Client owes ViroCards the costs actually incurred up to that point, based on the set (hourly) rate. The (hours) registration of ViroCards is leading in this.

7. Both the Customer and ViroCards can terminate the Agreement in writing, in whole or in part, without further notice of default, with immediate effect if one of the Parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation or other than the merging or reconstruction of the enterprise. If a situation as stated above occurs, ViroCards is never obliged to refund monies already received and/or compensation.

8. All post-contractual obligations under these terms and conditions and the Agreement, which by their nature are intended to continue even after termination of the Agreement, will continue to exist after termination. This concerns in any case the provisions regarding confidentiality, intellectual property rights, liability and the settlement of disputes and choice of law provision.

Article 6 – Implementation of the Agreement

1. ViroCards will make every effort to execute the Agreement with the greatest possible care, as may be expected of a good contractor. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing that is described in detail.

2. In the performance of the Services, ViroCards is not bound or obliged to follow the instructions of the Customer if this changes the content or scope of the agreed Services. If the instructions result in additional work for ViroCards, the Client is obliged to reimburse the extra or additional costs accordingly.

3. ViroCards is entitled to engage third parties for the performance of the Services at its own discretion.

4. If ViroCards, on the basis of a request or order from a government agency and/or a legal obligation, performs work with regard to the Customer's data, the associated costs are solely for the Customer.

5. In the event of changes, ViroCards can continue the performance of the Service with the changed version of the Software. ViroCards is never bound or obliged to maintain, change or add certain functionalities and/or specific properties.

6. The source code as well as the technical documentation of the Software is at all times excluded from the right of use or subject of a transfer to the Customer.

7. Both the Customer and ViroCards can make changes to the scope and/or content of the Service purchased. The additional costs associated with this will be borne by the Customer. The customer will be informed about this as soon as possible. If the Customer does not agree with this, the Parties must consult each other. The Customer can only terminate the Agreement in writing with effect from the date on which the change takes effect, if the changes are not related to changes in relevant laws or regulations or if ViroCards bears the costs of the change.

8. ViroCards is not obliged to provide the Customer with a physical carrier with the software.

9. If ViroCards also makes a backup of the Customer's data on the basis of the Agreement, ViroCards will make a backup at fixed times in accordance with the Agreement and keep it in accordance with the agreed duration. However, the customer is responsible for compliance with the statutory retention and administration obligations applicable to him, if and insofar as applicable.

Article 7 – Obligations Customer

1. The customer is obliged to provide all information and relevant appendices and related information and data requested by ViroCards in good time and/or before the start of the work and in the form of execution for the purpose of a correct and practical execution of the Agreement. In the absence of this, ViroCards may not be able to realize a complete implementation and/or delivery of the relevant versions. The consequences of such a situation are at all times at the expense and risk of the Customer.

2. ViroCards is under no obligation to verify the accuracy and/or completeness of its complete information or to update Customer with regard to the information if it has changed over time, nor is ViroCards responsible for the accuracy and completeness of the information made by ViroCards for third parties under the Agreement.

3. ViroCards can provide additional information, if this is necessary for the execution of the agreement. Failing this, ViroCards is entitled to start its activities before the information has been received, without being obliged to pay any compensation for whatever reason. In the event of changed circumstances, the Customer must inform the changed Company immediately or at the latest 5 term.

4. The Customer is obliged to protect all technical protections and other facilities of the Software of ViroCards, and to influence the intellectual property rights resting on the Software.

5. Customer is responsible for equipment and environment.

6. The Customer is not allowed to make his login details available to persons outside his company. Customer is liable for all behavior of persons performed under his login details.

7. It is the Customer's responsibility to use the Software other than the Software. The Software may not be unlawfully distributed and/or placed on your own or other website.

8. The Customer forfeits an immediately payable fine of € 25,000 to the Customer for failure to comply with the prohibitions in paragraphs 6 and 7 of this article.

Article 8 – Commisioning & provision

1. The Customer accepts the Software in the condition it is in at the time of delivery ('as is'), ie with all visible and invisible defects.

2. If the commencement, progress or delivery of the Services is delayed because, for example, the Customer has not supplied all requested information or has not provided it on time, does not provide sufficient cooperation, the advance has not been received in time by ViroCards or due to other circumstances, which are at the expense and risk of the Customer, ViroCards is entitled to a reasonable extension of the delivery or completion period. Under no circumstances are the specified terms strict deadlines, nor can ViroCards be held liable for exceeding the agreed term.

3. All damage and additional costs as a result of delay due to a cause referred to in paragraph 1 are for the account and risk of the Customer and will be charged to the Customer by ViroCards.

4. If the Client has to give approval, ViroCards is entitled to suspend the execution of the Agreement until the moment that the Client has given its approval.

5. ViroCards makes every effort to realize the service within the agreed term, insofar as this can reasonably be expected of it. In case of urgency, the Customer is obliged to reimburse ViroCards for the additional costs involved.

6. ViroCards makes every effort to provide the Service in accordance with the Offer as much as possible.

Article 9 – Passing on of the risk

The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items that are used, made or delivered in the context of the execution of the Agreement, is transferred to the Customer at the time when these are actually in use, have been made available to the Customer, or at the time of the first use of the Software.

Article 10 - Guarantees

1. ViroCards performs the Services in accordance with industry standards. If any guarantee is given, this is limited to what has been expressly agreed in writing. During the warranty period, ViroCards guarantees a sound and customary quality of the delivered goods.

2. The Customer can only invoke the guarantee provided by ViroCards if the Customer has fully complied with its payment obligations.

3. If the Customer rightly invokes the warranty, ViroCards is obliged to carry out a repair or replacement free of charge. In addition, if there is any additional damage, the applicable liability provisions of these general terms and conditions will be adhered to.

4. ViroCards does not guarantee that the Software will function without errors and/or interruptions. ViroCards makes every effort to correct errors in the Software within a reasonable period of time. ViroCards is entitled to postpone the repair until a new version of the Software is put into use. Defects in Software not developed by ViroCards can be repaired in consultation at the expense and risk of the Customer.

5. Customer accepts the Software “AS IS”.

6. The customer must immediately and in writing report any defects found to ViroCards in such a way that ViroCards is able to reproduce and repair the defects. The defect is reported the moment the Customer of ViroCards provides a confirmation of the report to the Customer.

7. Recovery also includes the provision of temporary solutions. The warranty never covers the recovery of corrupted or lost data. ViroCards is under no obligation to restore this data. If agreed, ViroCards can reasonably cooperate, but is never responsible or obliged to restore any mutilated and/or lost data. The Customer must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not based on information provided by ViroCards.

8. ViroCards is not responsible for errors and/or irregularities in the functionality of the Software and is not liable for the unavailability of the Software for any reason.

9. ViroCards does not guarantee that the Software it has developed will work in conjunction with all types or new versions of web browsers and any other Software and/or equipment/hardware.

9. Liability of ViroCards for (the functioning of) plug-ins from third parties is excluded. ViroCards is not liable for damage arising as a result of or in connection with changes made or work performed in or to the Software of ViroCards that took place without the express permission of ViroCards.

10. ViroCards does not guarantee that the Software to be kept available, in the context of the SaaS service, will be adapted in time to changes in relevant legislation and regulations, but will make every effort to realize this as quickly as possible.

Article 11 – Usage and maintenance Software

1. ViroCards provides the Client with the agreed Software on the basis of a user account during the term of the Agreement. The right to use the Software is non-exclusive, non-transferable, non-pledge able, non-sublicensable and limited to these terms.

2. The use of the Software by Customer may be subject to further restrictions and may be adjusted by ViroCards.

3. ViroCards is at all times entitled to take measures against unlawful use and/or unauthorized use of the Software by the Customer. The customer shall refrain from acting that undoes the aforementioned measures or makes them ineffective.

4. The Customer may only use the Software in and for the benefit of its own business and only for its intended use.

5. The Customer is never permitted to sell, rent out or alienate the Software, grant limited rights thereto or make it available to a third party, unless this has been expressly agreed in writing. Nor is the Customer permitted to provide a third party with access to the Software or to place the Software with a third party for hosting purposes, regardless of whether this third party uses the Software solely for the benefit of the Customer.

6. The Customer is never entitled to change the Software in whole or in part without prior written permission from ViroCards. ViroCards is never obliged to give the aforementioned permission and is entitled to attach conditions to the granting of its permission.

7. If requested, the Client will fully cooperate on first request with an investigation to be carried out by ViroCards regarding compliance with the agreed rights, obligations and restrictions on use.

8. If agreed, ViroCards will perform maintenance on the Software. The scope of the maintenance obligation extends to what has been explicitly agreed by the Parties. Even if this has not been explicitly agreed, ViroCards can carry out maintenance work or interrupt the performance of its Services if it deems this necessary for the purpose of being able to perform maintenance. Carrying out maintenance can also cause interruptions in the performance of the services, which does not justify the Customer's right to compensation.

9. The Customer is obliged to report any defects, errors or other malfunctions in the Software in writing to ViroCards, after which ViroCards will repair the errors and/or make improvements in accordance with its usual procedures. If desired, ViroCards is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.

10. The customer is obliged to cooperate with ViroCards on first request.

11. Despite the agreed maintenance obligations of ViroCards, Customer has an independent responsibility for the management and use of the Software

12. For the purpose of maintenance, ViroCards is authorized to, among other things, check (data) files for, for example, computer attacks, computer viruses and unsafe and/or illegal acts, as well as to perform other acts that are necessary for the purpose of maintenance. Customer is also responsible for the instruction and use of the Software by third parties engaged by Customer.

13. In principle, the maintenance includes the following Services (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, ViroCards is entitled to (temporarily) decommission the SaaS service in whole or in part. During this interruption, the customer is not entitled to any compensation. ViroCards will have the interruption take place outside office hours as much as possible and no longer than is necessary for maintenance.

14. ViroCards is entitled to make changes in the technology of the data network or telecommunications network and other changes in the services offered by ViroCards. These changes may affect the peripheral equipment used by the Customer, for which ViroCards cannot be obliged to pay any compensation.

Article 12 – Availability of the Services

1. ViroCards will perform the necessary maintenance on the Software. ViroCards strives to make every effort to provide the Services and access to the Software there to to the Customer without interruption as far as possible.

2. ViroCards will try to inform the Customer of this maintenance as much as possible, but is not obliged to do so. ViroCards is never liable to pay compensation in connection with the maintenance and unavailability of the Service.

3. ViroCards is entitled, if in its sole judgment there is a danger to the correct functioning of the Software, to (temporarily) suspend the use of the Service by the Customer. ViroCards is furthermore entitled to take measures that it deems reasonably necessary to guarantee the proper functioning of the Software.

4. In all other cases of the unavailability of the Service, including but not limited to malfunctions or force majeure, ViroCards will also make an effort to inform the Customer as much as possible about the nature and duration of the interruption. of the Services.

5. If the agreed service extends to the storage and/or transfer of material supplied by the Client to third parties in the context of (web) hosting, the following applies. The customer must refrain from inflicting any damage or actions of which he/she can reasonably suspect that damage will be caused to others or the servers of ViroCards.

6. Customer indemnifies ViroCards for all damage as a result of the above. ViroCards is not liable for any damage suffered by the Customer as a result of its actions. The Customer is prohibited from reselling and/or renting out the services, unless explicitly agreed otherwise.

7. In the event of extremely high data traffic, ViroCards is entitled to temporarily take the Software off the air at its own discretion. This includes DDoS attacks, brute force attacks, overloading of the server or if the Client causes nuisance to the server of ViroCards in some other way.

8. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense and risk of the Customer.

Article 13 – Prices and payment

1. All prices exclude sales tax (VAT), unless otherwise agreed.

2. ViroCards performs its services in accordance with the agreed rate.

3. For the use of the Software, the Client must pay a monthly or yearly fee using the payment methods supported by the payment processor, Stripe.

4. The Customer is obliged to fully reimburse the costs of third parties, which are deployed by ViroCards after the Customer's approval, unless expressly agreed otherwise.

5. The parties can agree that the Customer must pay an advance. If an advance has been agreed, the Client must pay the advance in full before a start is made with the performance of the service.

6. The Customer cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.

7. ViroCards is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.

8. The customer must pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of ViroCards made known to it.

9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment to Customer, payment and all other obligations of Customer under the Agreement will become immediately due and payable.

Article 14 – Collection policy

1. All payment terms set by ViroCards concern strict deadlines. If the Customer does not meet its payment obligation, and has not paid it within the specified payment term, the Customer is in default. Customer, being a consumer, will first receive a written reminder with a period of 14 days after meeting the payment obligation with a statement of the extrajudicial costs if the Consumer does not meet its obligations within that period, or if he is in default

2. From the first day of absence until full payment and reimbursement of the extrajudicial data in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012

3. The company has incurred more of higher costs that are reasonably necessary, these costs will be included in the costs for reimbursement. The legal and enforcement costs incurred are also for the account of the Client.

Article 15 - Privacy, data processing and security

1. ViroCards handles the (personal) data of the Customer and Customers of the website with care and will only use it in accordance with the privacy statement. If requested, ViroCards will inform the person concerned about this.

2. The Customer is responsible for the processing of data that is processed using a Service of ViroCards. The customer also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies ViroCards against any (legal) claim related to this data or the implementation of the Agreement.

3. If ViroCards is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data, and the associated costs, are not unreasonable.

4. Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising from it, as well as other applicable laws and regulations. The parties must conclude a processing agreement for this.

5. Customer has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, provide access to, correct and delete the personal data of data subjects. Customer is solely and fully responsible for the proper fulfillment of these obligations. ViroCards is a “Processor” within the meaning of the GDPR with regard to these personal data. ViroCards will provide support as much as technically possible.

Article 16 - Suspension

1. ViroCards has the right to keep the data, data files, software and more it has received or realized by it if the Customer has not yet (fully) fulfilled its payment obligations, even if it has been paid, would be obliged to do so.

2. ViroCards is authorized to suspend the fulfillment of its obligations as soon as the Customer is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. In that case, ViroCards is not liable for damage, in whatever form, as a result of the suspension of its activities.

Article 17 – Force majeure

1. ViroCards is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.

2. Force majeure on the part of ViroCards is in any case understood to mean, but is not limited to: (i) force majeure of suppliers of ViroCards, (ii) failure to properly fulfill obligations of suppliers ViroCards are prescribed or recommended by Customer, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems and (x) other situations that, in ViroCards's opinion, are beyond its control that affect the fulfillment of its obligations temporarily or permanently hinder.

3. If a force majeure situation lasts longer than two months, the Agreement can be dissolved in writing by either of the Parties. If any performance has already been performed on the basis of the Agreement, in such a case settlement will be made on a pro rata basis without any liability on the part of either party to each other.

4. If ViroCards has already partially fulfilled its obligations at the start of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Customer is obliged to pay this invoice. However, this does not apply if the already delivered or deliverable part has no independent value.

Article 18 – Limitation of liability

1. In the event of an attributable shortcoming on the part of ViroCards, ViroCards is only obliged to pay any compensation if the Customer has given ViroCards notice of default within 14 days after discovery of the shortcoming, and ViroCards subsequently fails to comply with this shortcoming, within the reasonable term stated in the notice of default. The notice of default must be submitted in writing and contain such an accurate description of the shortcoming or defect that ViroCards is able to respond adequately.

2. If the provision of Services by ViroCards leads to liability of ViroCards, that liability is limited to the costs charged in connection with the (SaaS) service (but maximum over a period of 12 months prior to the notice of default) with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the method of repair, as well as the costs of emergency provisions.

3. ViroCards is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption and damage as a result of the use of Services provided by ViroCards, damage due to loss of data, damage due to exceeding delivery times, consequential damage and damage due to delay and interest damage.

4. ViroCards is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.

5. ViroCards is not responsible for errors and/or irregularities in the functionality of the Software, malfunctions or the unavailability of the Software for any reason whatsoever.

6. Liability of ViroCards for (the functioning of) plug-ins from third parties is excluded.

7. Customer is responsible for the proper security of his own computer, security of passwords and more. Under no circumstances is ViroCards liable for this.

8. ViroCards does not guarantee a correct and complete transmission of the content of an e-mail sent by/on behalf of ViroCards, nor for its timely receipt.

9. The customer guarantees the correctness and completeness of the information provided by him.

10. All claims by the Customer due to shortcomings on the part of ViroCards will lapse if they have not been reported to ViroCards in writing and with reasons. Any claim for compensation against ViroCards must always be reported in writing, but no later than within one year after the Customer has become aware or could reasonably have been aware of the facts on which he bases his claims. The liability of ViroCards ends in any case after one year after termination of the Agreement between the Parties.

Article 19 - Confidentiality

1. ViroCards and the Customer undertake to maintain the confidentiality of all (confidential) information obtained in the context of an Agreement. Confidentiality arises from the Agreement or from which one can reasonably expect to be confidential information. The parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior written permission to do so.

2. The Customer is obliged to keep all Website and other materials provided by ViroCards secret, not to disclose it to third parties or to allow it to be used, unless ViroCards has given explicit permission for this.

3. If ViroCards is obliged by virtue of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or a designated third party, and ViroCards cannot invoke a right of nondisclosure, ViroCards is not obliged to pay any compensation and the Customer is not entitled to dissolve the Agreement.

4. ViroCards and the Customer also impose the confidentiality obligation on third parties to be engaged by them.

Article 20 – Intellectual Property Rights

1. All intellectual property rights of ViroCards, including Software, data files, software, equipment and/or other materials made available to the Customer, including but not limited to designs, analyses, reports, documentation and quotations, as well as all preparatory material thereof, rest exclusively with ViroCards, and/or third parties or suppliers if these rights already belonged to others than ViroCards.

2. The Customer is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and software to which the IP rights and copyrights of ViroCards rest without the explicit, prior written permission of ViroCards and an agreed monetary compensation. If the Customer wishes to make changes to items delivered by ViroCards, ViroCards must explicitly agree to the intended changes.

3. The Customer is prohibited from using the products to which the intellectual property rights of ViroCards rest other than as agreed in the Agreement. The Client only acquires a non-exclusive non-transferable right to use the Software, unless explicitly agreed otherwise.

4. Furthermore, the Client is not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Website, Documentation and/or other materials.

5. The parties will inform each other and act jointly against any infringement of ViroCards's IP rights.

6. The Customer indemnifies ViroCards against claims from third parties with regard to (possible) infringements and/or claims from third parties with regard to what has been made available to the Customer in the context of the Agreement. The Customer will immediately inform ViroCards about these infringements and/or claims.

7. Any infringement by the Customer of the IP rights (and copyrights) of ViroCards, is punishable by a one-off fine of € 25,000 (in words: twenty five thousand euros) and a fine of € 500 (in words: five hundred euros) for each day that the infringement continues.

Article 21 – Disclaimer and accuracy of information

1. The Customer is responsible for the accuracy, reliability and completeness of all data, information, documents and/or documents that it provides to ViroCards in the context of the Agreement. Even if this data comes from third parties, the Customer is responsible for this.

2. The customer indemnifies ViroCards against any liability as a result of non-compliance or late fulfillment of the obligations from the previous paragraph.

3. The Customer indemnifies ViroCards against claims from third parties with regard to intellectual property rights on the data and information provided by the Customer, which can be used in the performance of the Agreement, as well as with regard to the content of reports and the advice drawn up by ViroCards.

4. If the Client provides electronic files, Website or information carriers to ViroCards, the Client guarantees that these are free of viruses and defects.

Article 22 - Complaints

1. If the Customer is not satisfied with the service or products of ViroCards or otherwise has complaints about the implementation of the Agreement, the Customer is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason for the complaint that led to reporting. Complaints can be reported verbally or in writing via info@viropay.com with the subject “Complaint”.

2. The complaint must be sufficiently substantiated and/or explained by the Customer if ViroCards should be able to handle the complaint.

3. ViroCards will respond substantively to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.

4. The parties will try to reach a solution together.

Article 23 – Applicable law

1. Dutch law applies to the legal relationship between ViroCards and the Customer.

2. ViroCards can unilaterally change these general terms and conditions. The most current version can be found on the website.

3. All disputes arising from or in connection with the Agreement between ViroCards and the Customer will be settled by the competent judge of the District Court of Noord-Holland (location Haarlem), unless mandatory provisions designate another competent court.

Article 24 - Modifications

ViroCards has the right to unilaterally adjust these terms of use. User will be informed of this as soon as possible. In any case, the User can view the amended terms and conditions on the website.

Assendelft, oktober 15, 2023