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Terms and Conditions AmeXio Netherlands B.V.

Version 1.0

April 2024

These are the Terms and Conditions (“Terms”) of Amexio Netherlands B.V. established in Eindhoven and registered with the Chamber of Commerce under number 17129669 (hereinafter: “AmeXio”). The Terms apply if you conclude an Agreement with AmeXio.

The Terms are divided into separate parts (“Modules”). Module A shall apply to all offers, quotations and agreements between the Parties, regardless of the type(s) of Services provided by AmeXio. Module B is applicable in the event AmeXio provides Software. Module C applies to Cloud Services provided by AmeXio. Module D contains additional provisions regarding Professional Services. Insofar as the Services involve processing of personal data as meant under the GDPR, the provisions of Module E shall apply.

  • Module A | General
    1. Definitions
      • Account: the right to access a user interface that Customer can use to manage and configure (certain aspects of) the Services.
      • Agreement: any agreement concluded between the Customer and AmeXio. This agreement may cover both the delivery of Services to Customer and provisioning of Services to Users.
      • Customer: the natural or legal person with whom AmeXio has concluded an Agreement for the delivery of Services.
      • Customer Data: any data stored by Customer or individual Users via the Services, or otherwise made available to AmeXio by Customer in the context of the Agreement.
      • Cloud Services: any services relating to making available IT-infrastructure (hardware and/or Software) via the internet.
      • Deliverables: all websites, web applications, software, data, documentation, concepts, texts, images, opinions, reports and other works, functionalities, or products of the mind, in the broadest sense of the word created by AmeXio under the Agreement including any results of Professional Services and other additional work.
      • Documentation: all accompanying materials (whether in hard copy or in electronic format) supplied in connection with the Software and/or Deliverables, including any and all manuals, instruction guides, online documentation, any written materials accompanying the Software and/or Deliverables or other materials provided to Customer by AmeXio which describe the functionality and/or specifications of the Software and/or Deliverables.
      • GDPR: General Data Protection Regulation 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.
      • Intellectual Property (Rights): any intellectual property rights of AmeXio or its licensors and which are part of or used for the execution of the Agreement, such as but not limited to copyrights, database rights, trade name rights, trademark rights, design rights, related rights, patent rights, as well as rights to know-how.
      • Office Hours: from 9.00 AM to 6.00 PM (Central European Time) on Monday to Friday, excluding official Dutch holidays.
      • Party or Parties: AmeXio and Customer together or separately
      • Price List: the price list for Services of AmeXio and provided as an Appendix to the Agreement.
      • Professional Services: work performed by AmeXio on behalf of the Customer, which may include (without limitation) consultancy services, support services, development of Deliverables and/or providing trainings or workshops.
      • Service(s): all activities that AmeXio will perform on behalf of the Customer, as specified in the Agreement. These Services may include without limitation the provisioning of (i) Software, (ii) Cloud Services, and (iii) Professional Services.
      • SLA or Service Level Agreement: a supplementary document attached to the Agreement which describes concrete and measurable service levels.
      • Software: any software (including both proprietary and third-party software) provided by AmeXio to Customer and/or User(s) as described in the Agreement, whether or not provided in combination with Cloud Services (Software-as-a-Service).
      • Supervisory Authority: the Dutch authority that supervises the way in which the Customer complies with its legal obligations under the law, such as, but not limited to DNB (“De Nederlandsche Bank”), Dutch Data Protection Authority (“Autoriteit Persoonsgegevens”), Netherlands Authority for Consumers and Markets (“Autoriteit Consument en Markt”) and the Dutch Authority for the Financial Markets (“Autoriteit Financiële Markten”).
      • User: the natural person who uses the Service provided by AmeXio on behalf of the Customer, e.g., employees of the Customer.
    2. Applicability, hierarchy, and definitions
      • These Terms apply to all Agreements concluded between AmeXio and the Customer.
      • The Terms consist of this general Module A and a number of supplementary Modules. The provisions of this Module A apply to any Agreement that AmeXio enters into with the Customer. Depending on the Services purchased, one or more supplementary Modules may apply in addition to this Module A. In the event of inconsistencies between Module A and another specific Module, the arrangements in the supplementary Module will prevail.
      • Any terms or conditions introduced by the Customer, which diverge from or are not included in these Terms, will be considered binding upon AmeXio solely if and to the extent that AmeXio has explicitly accepted those terms or conditions in writing.
      • The definitions of the terms written with a capital letter can be found in Article 1 of these Terms and apply to all Modules.
      • In the event of conflicting provisions within the Agreement, these Terms, or any appendices hereto, the following hierarchy shall be observed:
        1. Agreement;
        2. Price List;
        3. Service Level Agreement (if applicable);
        4. these Terms;
        5. other appendices to the Agreement.
    3. Conclusion of the Agreement
      • Prospective customers may request an offer or quotation, upon which AmeXio may provide one.
      • AmeXio’s offers and quotations are non-binding and without obligation to contract, even when a validity period is specified.
      • The Agreement is formalized when the prospective Customer accepts AmeXio’s offer or quotation, provided that AmeXio subsequently confirms the conclusion of the Agreement in writing.
      • Contrary to the provisions of article 6:225, paragraph 2, of the Dutch Civil Code, AmeXio shall not be bound by an acceptance from a prospective Customer if the acceptance diverges from the content of the original offer or quotation of AmeXio. AmeXio will only be obliged to adhere to any such deviating terms if expressly agreed thereto.
      • AmeXio is not obliged to accept a request for a quotation or the acceptance of the prospective Customer in the in the sense of article 3.2 – due to grounds such as, but not limited to:
        1. the absence of necessary information or documents, including, unless otherwise specified, at least a copy of a valid, lawful means of identification, in the case of representation, sufficient proof of the power of representation, such as an extract from the Chamber of Commerce or legally signed authorisation;
        2. any errors in the offer or quotation issued by AmeXio;
        3. legal incapacity of the Customer.
      • If a request or acceptance is rejected by AmeXio, AmeXio will notify the prospective Customer in writing or electronically within fourteen (14) days of receipt of the request or acceptance. Refusal or no response by AmeXio never leads to liability for damage, directly or indirectly caused by it.
      • Any general (purchase) conditions stipulated by the Customer shall not be part of any Agreement between the Parties.
    4. Execution of the Agreement
      • After the Agreement is concluded, AmeXio will execute it to the best of its abilities, applying due care and craftsmanship. Specific arrangements in this regard can be made by the Parties through a Service Level Agreement (SLA).
      • The Customer is obligated to take all reasonable and necessary actions to facilitate the timely and accurate execution of the Agreement. This includes, but is not limited to, ensuring that:
        1. all data that AmeXio deems necessary or that the Customer should reasonably understand as necessary for performance of the Agreement is provided to AmeXio promptly; and
        2. the Customer’s systems and networks, including all relevant equipment and software, consistently comply with the minimum specifications specified in writing by AmeXio from time to time.
      • Delivery terms specified or communicated by AmeXio always have an indicative scope, unless it is expressly indicated that it concerns a deadline. AmeXio is, even with an agreed deadline, only in default after receiving a written notice of default from the Customer.
      • The execution and delivery of Services are considered to be in compliance with the Agreement if AmeXio does not receive any comments or complaints, specifically in the form of a written report on reproducible defects, from the Customer within seven (7) calendar days following the delivery of the Service. In the case of defects related to the Service, AmeXio will diligently work to rectify them within a reasonable timeframe.
    5. Duration and termination
      • The Agreement is entered into for the duration and with the notice period as indicated in the offer or quotation. Unless otherwise agreed, the Agreement commences on the day the Agreement is concluded.
      • If the term of the Agreement is not specified in the offer or quotation, it shall be deemed to have been entered into for a period of twelve (12) month – unless the Agreement concerns a fixed scope project, in which case the Agreement will automatically terminate upon completion of that project.
      • Unless otherwise agreed, in the absence of a termination notice at least two (2) months before the end of the then applicable term, the Agreement shall be tacitly renewed by terms equal to the initial term until terminated. The Customer is not permitted to terminate (“opzeggen”) the Agreement in the interim unless explicitly indicated otherwise in these Terms or the Agreement.
      • If different Services are delivered under a single Agreement, separate start dates may apply. Consequently, Services may have different contract terms with varying extension periods. In such instances, the Agreement shall be regarded as a master agreement. If one of the Services is terminated under this master agreement, the other Services will continue unaffected.
      • AmeXio is entitled to terminate, dissolve (“ontbinden”) or suspend (“opschorten”) the Agreement in its entirety or in part, with immediate effect, and without prior notice of default. Such actions will be carried out in writing, without the need for judicial intervention, and without any obligation to provide compensation, excluding AmeXio’s right to seek damages, loss of profits, and interest, in the following situations:
        1. the Customer fails to meet its obligations under the Agreement, either partially or full, within the designated time frame;
        2. due to the Customer’s delay, AmeXio can no longer be reasonably expected to fulfill the Agreement under the initially agreed terms;
        3. the Customer passes away, files for a suspension of payments, applies for bankruptcy, or is declared bankrupt;
        4. any portion of the Customer’s assets is subject to seizure or the company of the Customer is liquidated or wound up.
      • The Customer is entitled to terminate the Agreement with immediate effect, without judicial intervention, in writing and without any obligation to pay compensation or damages, if AmeXio files for suspension of payments or is declared bankrupt.
      • If the Agreement is terminated or dissolved in accordance with section 5.5, AmeXio’s claims against the Customer and invoices relating to the Services are immediately due and payable.
      • If AmeXio suspends its obligations, it retains its rights under applicable law and the Agreement.
      • In the event of termination or dissolution of the Agreement, for whatever reason, AmeXio shall be entitled to cancel the Services and block or delete any Accounts associated with that Agreement immediately after the date on which the Agreement expires and to delete or make inaccessible all data stored in AmeXio’s systems on behalf of the Customer. AmeXio is not obliged to provide the Customer with a copy of this data on its own initiative. Before termination in accordance with the Agreement, the Customer may request a copy of this data.
      • Termination or dissolution of the Agreement by the Customer shall not have retroactive effects, and no obligations to reverse actions (“ongedaanmakingsverbintenissen”) shall arise.
    6. Compliance and exit
      • AmeXio strives to ensure that the Services consistently comply with all applicable laws and regulations.
      • If new requirements are imposed by the Supervisory Authority, impacting both the Customer and AmeXio and affecting the mutual execution of the Agreement, AmeXio shall provide reasonable cooperation to enable the Customer to meet these requirements at all times. The costs associated with these adjustments shall be the responsibility of the Customer, and AmeXio will provide a breakdown upon the Customer’s request.
      • In the event of a legally valid termination of the Agreement, AmeXio will make every effort, in accordance with the Agreement, to facilitate the transfer to another service provider at the request of the Customer. The Customer must submit this request before or at the time of termination. For such cooperation, AmeXio will apply its prevailing hourly rate to the Customer. Additionally, all other expenses related to the transfer to another service provider shall be borne by the Customer.
    7. Customer Data and data protection
      • Customer shall own all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data. AmeXio receives a limited license to Customer Data for the purpose of providing the Services, including any and all future aspects thereof.
      • To the extent that Customer Data contains personal data within the meaning of the GDPR and such personal data is processed by AmeXio under the Agreement (e.g. within the context of provision of Services), AmeXio acts as processor and Customer as controller within the meaning of the GDPR. In this case, the Parties agree that the data processing agreement as set forth in Module E will apply.
      • AmeXio shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by Customer or any third party (except those third parties sub-contracted by AmeXio).
      • If the Agreement is terminated, regardless of the reason for such termination, AmeXio will destroy or delete Customer Data as soon as reasonably possible.
    8. Prices and payment
      • Unless expressly stated otherwise, all prices mentioned by AmeXio are exclusive of sales tax and other levies imposed by the government.
      • All prices in any offer or Quotation are subject to potential programming and typographical errors.
      • If a price is based on information provided by the Customer and this information proves to be incorrect, AmeXio has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
      • Periodic amounts may be charged in advance by AmeXio, unless otherwise agreed.
      • Where the Agreement mentions “the applicable hourly rate” or “applicable rates” or words to the same effect, the rates are intended as included in the Appendix as provided by AmeXio.
      • The expiry period of any invoices sent by AmeXio is (14) days after the invoice date, unless otherwise stipulated in the Agreement.
      • AmeXio is entitled to increase its prices once per calendar year based on the Consumer Price Index (“consumentenprijsindex”), series 2015=100, as published and maintained by Statistics Netherlands (“Centraal Bureau voor de Statistiek”) based on the price inflation during a period of 12 months before the new prices are announced. AmeXio will announce the price increase at least 30 days in advance.
      • If one of the suppliers of AmeXio increases its prices (e.g. suppliers of third-party software, electricity, data center services or (public) cloud solutions), AmeXio is entitled to increase its prices accordingly with immediate effect and without a prior announcement to the Customer being required.
      • In the event of a price increase, based on Article 8.7 or 8.8, the Customer is not permitted to terminate the Agreement in the interim. If AmeXio wishes to reduce the applicable prices and rates, AmeXio is entitled to implement this reduction immediately, without the possibility of termination by the Customer.
      • If the Customer does not pay an invoice in time, the Customer is in default by operation of law, without a prior notice of default being required. AmeXio is then entitled to charge the Customer the entire amount due, as well as the interest calculated from the due date on the amount due at 1% per month, or, if higher, the statutory commercial interest.
      • Without prejudice to the above, all costs associated with the collection of outstanding claims – both judicial and extrajudicial (including costs for lawyers, bailiffs, and debt collection agencies) – will be borne by the Customer. AmeXio is in any case entitled to charge an amount of extrajudicial costs equal to 15% of the outstanding amount, with a minimum of EUR two hundred and fifty (250) euros.
      • AmeXio has the right to suspend and/or temporarily block the use of the Services if:
        1. the Customer repeatedly fails to pay the invoices submitted by AmeXio on time;
        2. there is a deterioration in the solvency of the Customer that gives rise to reasonable doubts about the ability to pay and the creditworthiness of the Customer;
        3. abuse or improper use (of the Services and/or Software) has been detected;
        4. the Customer acts contrary to its obligation under the Agreement.
      • AmeXio may charge an administration fee for blocking and possible unblocking. The Customer remains liable for any amounts due periodically during the suspension.
      • The Customer is not entitled to set off any payment obligation incumbent on the Customer against any claim against AmeXio for any reason whatsoever.
      • AmeXio is entitled to set off the claims of the Customer against AmeXio’s claims, for whatever reason, against the Customer’s claims, for whatever reason.
      • If AmeXio has reasonable doubts about the fulfilment of the Customer’s payment obligations, AmeXio is entitled to require a bank guarantee or guarantee, or to demand a deposit. The amount thereof shall not exceed the amount that the Customer will (likely) owe for six (6) months.
    9. Intellectual Property Rights
      • Customer acknowledges and agrees that AmeXio and/or its licensors own all Intellectual Property Rights in and to the Services, Software, Deliverables, Documentation and other materials provided, unless and to the extent expressly agreed otherwise by means of signed instrument. Customer is not permitted to remove or alter any statement concerning copyright, trademarks, trade names or other Intellectual Property Rights from the Services, the Software, the Deliverables and/or the Documentation. Customer is not permitted to use or request domain names identical to or that confusingly correspond to any object that is subject to any Intellectual Property Right belonging to AmeXio and/or its licensors.
      • Customer and Users are not entitled to make changes to the Services, the Software, the Deliverable(s) and any other materials provided by AmeXio.
      • AmeXio may take (technical) measures to protect the Services, Software, Deliverable(s) and any other materials. Where AmeXio has taken such security measures, Customer and Users are not permitted to circumvent or remove such security.
      • If – in the course of rendering Professional Services – AmeXio creates and delivers any Deliverables or other materials, AmeXio and its suppliers retain ownership of and all Intellectual Property Rights thereto, unless the Agreement expressly specifies that such Intellectual Property Rights are to be transferred to Customer by means of a signed instrument, which instrument shall only apply to the Deliverables referred to in that relevant part of the Agreement. AmeXio grants Customer the non-exclusive, non-transferable right to use the Deliverables in accordance with the Agreement. AmeXio may provide similar services or Deliverables to other customers as long as AmeXio does not infringe Customer’s Intellectual Property Rights.
      • Customer grants AmeXio permission to use data without limitation for the training of artificial intelligence models (“AI-Models”) – but only insofar as the data does not contain any personal data as referred to in the GDPR or otherwise confidential information.
      • The applicability and distribution of Intellectual Property Rights to any data generated by the use of the AI-Model (“AI-Generated Data”) depends on many factors. Any Intellectual Property Rights of AmeXio or its licensors vested in the AI-Generated Data, shall at all times remain with AmeXio or its licensors – and Customer shall obtain a license with the proviso that Customer acknowledges and agrees that the nature of AI-Generated Data means that there may be similarities with other AI-Generated Data and that Customer cannot claim exclusivity with respect thereto. To the extent that any Intellectual Property Right of Customer is vested in the AI-Generated Content, this shall at all times remain with Customer, subject to article 9.2.
      • Customer authorizes AmeXio to publicly disclose that Customer is using the Services and AmeXio may use Customer’s name and logo in any promotional materials, including but not limited to its website and in press releases.
    10. Additional Work
      • In the event that AmeXio performs services at Customer’s request, which go beyond the scope of the Agreement ( “Additional Work”), Customer’s shall pay for such Services retroactively on a time and materials basis at AmeXio Professional Services rates, as indicated in the Agreement (e.g. in the offer or quotation or the Price List attached to it). If the Parties did not agree on Professional Services rates, the customary hourly rates of AmeXio will apply. However, AmeXio will under no circumstances be obliged to comply with such a request and can require that a separate Agreement is entered into for that purpose. Prior approval from Customer is not required for Additional Work as meant herein if AmeXio can demonstrate that such Additional Work (i) is reasonably necessary for the performance of the Agreement or (ii) reasonably follows from instructions of Customer. If no separate Agreement is entered into and unless agreed otherwise by the Parties, Additional Work shall be performed in accordance with the provisions of Module A and D of these Terms.
      • Customer accepts that the Services as referred to in article 10.1 can affect the agreed or anticipated time of completion of the Services, as well as the Parties’ mutual responsibilities under the Agreement. AmeXio may adjust any agreed timetable or delivery schedule as reasonably necessary. The need for or occurrence of Additional Work during the performance of the Agreement never constitutes a reason for Customer to give notice of termination or to (partially) dissolve the Agreement. To the extent a fixed price is agreed for the provision of the Services, AmeXio will, upon request, inform Customer in writing of the financial consequences of the Additional Work.
      • Upon termination of the Agreement, any Additional Work not yet invoiced will be immediately charged to Customer.
    11. Liability
      • AmeXio’s liability for any damage incurred by the Customer due to a breach of AmeXio’s obligations under the Agreement (including warranty obligations), due to an unlawful act committed by AmeXio, its employees, or third parties engaged by AmeXio, or based on any other legal ground, is limited to an amount equivalent to the fees paid by the Customer to AmeXio under the Agreement in the six months preceding the damaging event (excluding VAT), per event or related series of events. However, the total compensation for damages shall not exceed 10.000 euros per event or 50.000 euros per year (excluding VAT).
      • AmeXio’s maximum liability for damages resulting from death, personal injury, or material damage to goods shall not exceed 500.000 euros per damaging event, with a related series of events considered as a single event.
      • The limitations of liability specified in the Agreement, including these Terms, do not apply if the damage is the result of AmeXio’s management’s intent (“opzet”) or deliberate recklessness (“bewuste roekeloosheid”).
      • AmeXio cannot not be held liable for damages caused by or associated with third-party software applications or for damages resulting from the use of applications in violation of license terms or for purposes not intended by the application in question.
      • AmeXio’s liability due to a culpable breach of the Agreement arises only if the Customer promptly and accurately notifies AmeXio in writing of the breach, specifying a reasonable period for remedying the breach. If AmeXio fails to provide a proper remedy before the expiry of this period, the Customer’s right to seek compensation shall arise. The notice of default must provide a detailed description of the breach for AmeXio to respond effectively.
      • The Customer must report any damages to AmeXio in writing within fourteen (14) days after the damages were discovered or could reasonably have been discovered; failure to do so will result in the forfeiture of the right to claim compensation.
      • The Customer shall indemnify and hold AmeXio harmless against all claims from third parties which do not result from a breach of the Agreement or unlawful act of AmeXio. This indemnification also includes claims related to the Customer’s failure to fulfill its obligations and claims of third parties, including Users and Supervisory Authorities, falling under the Customer’s responsibility.
    12. Force majeure
      • Neither Party is obliged to fulfil any obligation under the Agreement if it is prevented from doing so as a result of force majeure.
      • Force majeure for AmeXio refers to any circumstance beyond AmeXio’s control that prevents the fulfillment of its obligations to the Customer, either in whole or in part, or makes it unreasonable to expect AmeXio to fulfill these obligations. This applies regardless of whether the circumstance was foreseeable at the time of entering into the Agreement. Such circumstances include, but are not limited to:
        1. emergency situations (e.g., extreme weather conditions, fire, and lightning strikes);
        2. failures in telecommunications infrastructure and the internet that are beyond AmeXio’s control, including (D)DoS attacks;
        3. disruptions in the (power) infrastructure of third parties located outside the data center;
        4. shortcomings by parties on whom AmeXio relies for the provision of Services;
        5. defects in any business, equipment, software, or materials that the Customer has specified for AmeXio to use;
        6. pandemics;
        7. government measures.
    13. Staff
      • The Customer must provide AmeXio employees who are engaged in work at the Customer’s premises or requiring access to the Customer’s systems for the provision of Services with all necessary support for the execution of their tasks.
      • During the term of the Agreement and a period of 1 year thereafter, the Customer is prohibited from directly or indirectly employing AmeXio employees or having them work for the Customer without the prior written consent of AmeXio. In this context, AmeXio employees refer to individuals employed by AmeXio or one of its affiliates, or who were employed by AmeXio or one of its affiliates within the last twelve (12) months.
    14. Anti-corruption
      • AmeXio will not engage in, approve, or allow any actions that would violate anti-corruption laws and regulations. This responsibility specifically includes – but is not limited to – refraining from providing any form of benefit to the Customer’s employees, third parties engaged by the Customer, government officials, and their associates, including family and friends.
      • AmeXio will never offer or accept any form of financial contribution or any item of value – either directly or indirectly – except for those directly related to the Agreement or considered normal in regular business practices (e.g., business lunches, holiday gifts, etc.).
      • AmeXio will promptly inform the compliance officer or the designated contact person at the Customer if there are any indications of improper influence, in violation of the aforementioned anti-corruption regulations, in the execution of the Agreement.
    15. Confidentiality
      • These Terms apply to all Agreements concluded between AmeXio and the Customer.
      • The Terms consist of this general Module A and a number of supplementary Modules. The provisions of this Module A apply to any Agreement that AmeXio enters into with the Customer. Depending on the Services purchased, one or more supplementary Modules may apply in addition to this Module A. In the event of inconsistencies between Module A and another specific Module, the arrangements in the supplementary Module will prevail.
      • Any terms or conditions introduced by the Customer, which diverge from or are not included in these Terms, will be considered binding upon AmeXio solely if and to the extent that AmeXio has explicitly accepted those terms or conditions in writing.
      • The definitions of the terms written with a capital letter can be found in Article 1 of these Terms and apply to all Modules.
      • In the event of conflicting provisions within the Agreement, these Terms, or any appendices hereto, the following hierarchy shall be observed:
    16. Amendment
      • If the Customer wishes to amend the Agreement, the Customer can submit a request to AmeXio. The procedure and conditions for amending the Agreement shall be the same as those for entering into the Agreement unless otherwise specified.
      • AmeXio reserves the right to unilaterally modify or supplement these Terms or the Services. Modifications also apply to pre-existing Agreements. Contractual changes take effect for existing Agreements thirty (30) days after notifying the Customer. Minor changes, changes required by law, and changes benefiting the Customer can be made at any time without prior notification.
      • If the intended change significantly affects (application of) the Services or the position of the Customer, the Customer may terminate the Agreement, provided that the notification to this effect has been received by AmeXio before the date on which the change takes effect. The Customer has no right to compensation for damage caused directly or indirectly by the modification of the Services.
    17. Third-party products and services
      • Products and/or services of third parties may be part of the Service. If that is the case, the (general) terms and conditions of the third party in question may also apply to (the use of) those products and/or services. Insofar the third-party terms and conditions do not deviate from these Terms or are not applicable, are invalid or unenforceable, the provisions of these Terms shall remain applicable to the products and services of third parties.
      • Customer is aware that third-party terms and conditions can be more stringent than the conditions imposed on the Customer and/or Users by AmeXio in these Terms. Third-party terms can result in additional obligations for the Customer and/or Users and may deviate from these Terms (for example in respect of price increases, contract extensions, suspension of services and termination or dissolution of the agreement). It is Customer’s responsibility to inform itself sufficiently about the applicable terms and conditions before ordering third-party products and services from AmeXio. By ordering the products and/or services from AmeXio, the Customer agrees to the applicable terms and conditions.
      • If the Customer wishes to terminate third-party products and/or services, AmeXio will use reasonable endeavors to terminate the products and/or services as soon as possible taking into account the terms and conditions of the third-party supplier. Customer remains fully responsible for payment of any amounts due until the termination is processed.
      • If the Customer encounters problems with third-party products and/or services, or has a conflict with the third-party supplier concerned, the Customer is not allowed to suspend payment of any invoices sent by AmeXio relating to these third-party products and/or services.
      • AmeXio is explicitly not liable towards the Customer for any claims or damages that it cannot recover from the relevant third-party supplier. Customer indemnifies AmeXio for any claims of AmeXio’s suppliers or third-parties directly or indirectly related to a violation of applicable third-party terms and conditions by the Customer and/or Users.
    18. Transfer of rights and use of the Services by other parties
      • The Customer is not authorized to transfer the rights and obligations under the Agreement to a third party, including through mergers or acquisitions in any form, without obtaining prior written consent from AmeXio.
      • The Customer hereby grants AmeXio in advance, without requiring express consent from the Customer, the authority to transfer all or part of the Agreement, concluded between the Parties, to parent, sister, and/or subsidiary companies, or a third party in the event of a merger or acquisition. AmeXio will notify the Customer if such a transfer has occurred.
      • If the Customer permits employees or third parties to use the Services (insofar allowed under the Agreement), their use will be considered as use by the Customer for the purpose of fulfilling the Customer’s obligations. The Customer guarantees that the same obligations are imposed on these individuals or entities (whether legal or natural persons) as are imposed on the Customer, and the Customer is fully liable to AmeXio for their actions.
    19. Miscellaneous
      • These Terms and all legal relationships arising from or related to it are exclusively governed by Dutch law. Unless mandatory laws dictate otherwise, all disputes arising from or related to this Agreement shall be brought before the competent court of Oost-Brabant, location Eindhoven.
      • If any provision of this Agreement is found to be null and void, it shall not affect the validity of the entire Agreement. In such a case, the Parties shall replace the void provision with a new one that aligns with the intent of the original provision to the fullest extent permitted by law.
      • The version of any communication received or stored by AmeXio (including log files) shall be considered authentic unless the Customer provides evidence to the contrary.
      • All legal claims of the Customer under the Agreement shall expire and lapse after one year, except where mandatory laws dictates otherwise. The one-year period commences from the day on which the performance of obligations under the Agreement becomes due and payable. The foregoing does not affect the applicable legal limitation period for any claims of AmeXio.
      • To promote its services, AmeXio is entitled to demonstrate to third parties that it provides Services to the Customer, unless such a demonstration would be unacceptable due to the reasonable interests of the Customer or unless otherwise agreed in writing.
  • Module B | Software
    1. Delivery of the Software
      • The Software that AmeXio provides to the Customer is described in more detail in the Agreement concluded between the Parties.
      • The Software can be made available on a customary (electronic) data carrier, or by making the Software available via the Internet in the form of a downloadable file. If the Software is made available by the AmeXio via the internet (“Software as a Service”), the provisions in Module C (Cloud Services) shall apply in addition to and take precedence over this Module.
      • Unless explicitly indicated otherwise in the Agreement or Service Level Agreement, no guarantee is given that the Software meets the expectations of the Customer. The Software is provided on an “AS-IS” basis and AmeXio cannot guarantee that the Software functions properly and without errors or interruptions.
    2. Installation and configuration
      • If the Customer requests assistance in respect of the installation and configuration of the Software, AmeXio may charge reasonable costs for any work performed in this respect, unless the work forms part of the agreed upon Services.
      • Unless explicitly indicated otherwise in the Agreement, the Customer is responsible for setting up a suitable and adequate ICT infrastructure, taking into account the intended use of the Software. AmeXio may provide minimum specifications at the Customer’s request. Customer understands that these specifications can be adjusted over time.
      • AmeXio is not obliged to load, convert or migrate Customer Data. AmeXio may charge Customer separate costs for any support in this context.
    3. Grant of license
      • In consideration of the fees as specified in the Agreement and if and insofar agreed between the Parties, AmeXio grants Customer a non-exclusive, non-transferable license for the use of the Software for the duration of the Agreement for its internal business purposes and in accordance with the volumes (e.g. number of Users) and/or other limitations specified in the Agreement (“License Scope”).
      • The license for the Software shall, unless agreed otherwise, become effective on the date on which the Agreement is concluded in case of Software proprietary to AmeXio. If the Software is obtained from a third-party software vendor, the license will become effective on the date AmeXio purchases the Software for the Customer from that third-party software vendor, unless the Parties agree otherwise in writing.
      • Customer is not entitled to receive (a copy of) the source code of the Software. Notwithstanding anything stated to the contrary in the Agreement, Customer is expressly not permitted:
        1. to reverse-engineer the source code of the Software or to decompile the Software, unless such is allowed pursuant to mandatory law;
        2. to make changes to or modify the Software, unless such is allowed pursuant to mandatory law or with prior written approval of AmeXio;
        3. to remove or render illegible indications of AmeXio and/or its licensors as party entitled to the Software or parts thereof; or
        4. access all or any part of the Software, in order to build a product or service which competes with the Software.
      • In the event that Customer exceeds or is likely to exceed the License Scope as specified in the Agreement, AmeXio, may charge additional costs, or (after providing a written warning) limit the use of the Software to the permitted capacity.
      • In providing the Services, AmeXio has the right to use third-party software and components, including open-source software.
    4. Maintenance and support
      • AmeXio may provide Documentation relating to the Software, intended for troubleshooting and general usage support. If Customer requests additional technical and/or practical support, AmeXio may charge additional costs, unless it forms of the agreed Services.
      • AmeXio and its suppliers may release updates and upgrades to resolve bugs in the Software or improve its performance. This may result in a change in functionality. Unless updates and upgrades are part of the agreed Services, the provisioning of updates or upgrades may be subject to additional costs.
      • Unless this is part of the agreed Services, the Customer is responsible for switching to a new version of the Software in the event of updates or upgrades. AmeXio cannot accept any liability for damages resulting from errors or problems resolved in a new version of the software.
  • Module C | Cloud Services
    1. Delivery of Cloud Services
      • The Cloud Services that AmeXio provides to the Customer are described in more detail in the Agreement concluded between the Parties.
      • Unless explicitly indicated otherwise in the Agreement or Service Level Agreement, no guarantee is given that the Cloud Services meet the expectations of the Customer. The Cloud Services are provided on an “AS-IS” basis and AmeXio cannot guarantee that the Cloud Services function properly and without errors or interruptions.
    2. Installation and configuration
      • The Customer does not have the right to independently make adjustments or install software on Cloud Services managed by AmeXio (e.g. hosting environments), without AmeXio’s written consent.
      • The Customer has no right to (access to) any configurations made by the AmeXio. AmeXio is therefore also not obliged to provide the Customer with information about these configurations or to provide the corresponding configuration files to the Customer in the event of termination of the Agreement.
    3. Accounts
      • To access and use the Cloud Services, the Customer may be provided with an Account protected by a unique username and password (and possibly 2FA) after conclusion of the Agreement.
      • The Customer is obliged to use any Account made available by AmeXio in a careful manner and to keep its login information secure and strictly confidential. AmeXio has the right to assume that all acts performed following authentication of the Account has been performed under the supervision and with the approval of the Customer. The Customer is obliged to notify AmeXio immediately if it suspects abuse of and/or unauthorized access to its Accounts.
      • Any Accounts provided by AmeXio or created by Customer or Users in respect of the Services are personal and may not be used by more than one person.
    4. Rules of use
      • The Customer shall not use the Cloud Services for any purpose that:
        1. is libelous, defamatory, insulting, racist or discriminating, or incites hate;
        2. infringes third-party rights, including but not limited to Intellectual Property Rights;
        3. violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without permission or necessity, or repeatedly harassing third parties by providing them with unsolicited communications;
        4. involves hyperlinks, torrents or similar information of which Customer is aware or should be aware that it refers to material that infringes third-party rights;
        5. is otherwise illegal or causes damage or injury to any person or property.
      • Customer will refrain from obstructing other customers or internet users or inflicting damage to the Cloud Services. Customer is prohibited from starting up processes or programs via the Cloud Services or otherwise of which Customer is aware or can reasonably assume that these will obstruct or inflict damage on AmeXio, other customers or internet users.
      • Customer will be responsible for the activities of anyone who Customer allows to use the Cloud Services. Customer is also responsible for ensuring that its Users comply with the Agreement with respect to the use of the Cloud Services. Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Cloud Services and, in the event of any such unauthorized access or use, promptly notify AmeXio. Any damage or loss caused by a User will be recovered from Customer.
      • AmeXio reserves the right (but has no obligation thereto), without liability or prejudice to its other rights to Customer, to disable Customer’s and/or the Users’ access to the Cloud Service if Customer or a User breaches the provisions of this article.
    5. Notice and Takedown
      • AmeXio is legally recognized as an “intermediary” concerning the information and material uploaded or disseminated through the Cloud Services by the Customer and Users, the Customer’s customers, or any other third parties. AmeXio adheres to the notice and takedown policy outlined here concerning the aforementioned material.
      • When the Customer provides third parties with the ability to upload materials to the systems as part of the Cloud Services or distribute it through the Cloud Services, the Customer must establish and enforce an equally stringent notice and takedown policy. The Customer should also specify that its suppliers have the capability to implement a corresponding notice and takedown policy.
      • If AmeXio identifies unlawful materials being stored or distributed via the Cloud Services or becomes aware of any unlawful use of the Cloud Services, or violations of the Agreement are reported by a third party, AmeXio will promptly notify the Customer of the complaint or breach. The Customer must furnish a well-founded response without delay (within 1 working day at the latest), after which AmeXio will determine the appropriate course of action. In urgent situations, AmeXio may intervene immediately, for example, by removing the material or partially suspending the Cloud Services. However, AmeXio will make efforts to inform the Customer as soon as possible afterward.
      • Following the Customer’s response period as described in the preceding paragraph, if AmeXio confirms the presence of unlawful materials stored or distributed through the Cloud Services, or if the use of the Cloud Services is otherwise illegal or in breach of the Agreement, AmeXio may terminate the Cloud Service and delete the relevant materials, without being obliged to make a backup.
      • In the scenario outlined in the previous paragraph, AmeXio is also authorized to disclose personal data of the Customer or a third party (such as the Customer’s customer), to the extent known by AmeXio, to the third party or the competent Supervisory Authority requesting it, if AmeXio is obliged to do so on the basis of laws or regulations (e.g., due to an official order) or according to case-law.
      • In the event of potentially criminal materials, AmeXio is authorized to report this to the relevant Supervisory Authorities. AmeXio may provide the Documentation and all relevant information concerning the Customer and third parties (including the Customer’s customers) to the relevant Supervisory Authorities and take any other actions required by these authorities in the context of an investigation.
      • AmeXio will never be liable for damage of any kind suffered by the Customer or its customers as a result of the termination or suspension of the Cloud Service or as a result of the removal of materials or the provision of personal data.
      • The Customer shall indemnify and continue to indemnify AmeXio against any claims, complaints, or disputes from third parties in connection with (the content of) data traffic or the Material uploaded to or disseminated through the Cloud Service by the Customer, the Customer’s customers, or other third parties.
    6. Support
      • AmeXio may provide Documentation relating to the Cloud Services, intended for troubleshooting and general usage support.
      • AmeXio will provide a reasonable level of remote support with regard to the Cloud Services during Office Hours – unless a more extensive level of support was agreed by way of a Service Level Agreement. Such support will be offered via a helpdesk. AmeXio may assume that Customer and its Users will first consult any Documentation before contacting the helpdesk. AmeXio may refer Customer and its Users back to the Documentation if it is of the opinion that the question or request can be solved by means thereof.
      • AmeXio will apply all commercially reasonable efforts to respond to any question or request submitted through the helpdesk as quickly as possible, but cannot give any guarantees in this respect – unless agreed by way of a Service Level Agreement. The time required for the processing of support requests depends on the nature and complexity of the matter at hand.
    7. Usage limits
      • AmeXio may impose a limit on the capacity the Customer may or can use within the framework of the Cloud Services. Examples include a maximum number of Accounts or a maximum quantity of data storage or network traffic.
      • If the usage limits are exceeded, AmeXio may charge additional costs, or (after providing a written warning) limit the use of the Cloud Services to the permitted capacity.
      • If no limit has been set for the capacity, a fair use policy will apply to the Cloud Services concerned. This must be understood to mean that the Customer may use a maximum of twice the capacity used by other AmeXio customers under similar circumstances.
      • AmeXio is not liable for the consequences of the Cloud Service not functioning properly if the Customer exceeds the applicable usage limit, whether or not based on fair use.
    8. Back-ups
      • AmeXio is not obliged to make back-ups of Customer Data, unless the Parties explicitly agreed that making back-ups forms part of the Services. If a back-up is restored by AmeXio at Customer’s request, the related costs shall be borne by Customer.
    9. Availability
      • Unless the Parties expressly agree otherwise in a Service Level Agreement, the availability of the Cloud Service will always be on the basis of best efforts and with due observance of the provisions of this article.
      • AmeXio will endeavor to keep the Cloud Service available as much as possible, but cannot guarantee uninterrupted availability. AmeXio will be entitled to take the Cloud Service temporarily out of operation for the purpose of maintenance activities.
      • If any obstruction, loss or other threat arises or may arise for the operation of AmeXio’s computer systems or network or third-party computer systems or networks, for instance due to excessive sending, uploading or downloading of data, network attacks, poorly protected systems, or activities of viruses or other harmful software, AmeXio will be entitled to take all measures that it deems reasonably necessary to avert or prevent this threat. AmeXio will inform the Customer of this as soon as possible.
    10. Maintenance
      • AmeXio actively maintains the Cloud Services. Maintenance causing impact to the availability of the Cloud Service will be announced in advance and will, where possible, be carried out when use of the Cloud Service is averagely low. Emergency maintenance however can be carried out at any moment and without prior notice.
      • AmeXio may from time to time add or change functionalities of the Cloud Service. Suggestions and feedback of the Customer are welcome, but ultimately AmeXio decides which functionality will be added or changed.
      • AmeXio shall announce changes to the Cloud Service at least fourteen (14) days in advance. Minor changes that, in the opinion of AmeXio, do not affect the functionality of the Cloud Service in a meaningful way, will be made without prior notice.
      • The Parties may agree on further arrangements for the performance of maintenance in a separate Service level Agreement.
  • Module D | Professional Services
    1. Delivery of Professional Services
      • AmeXio shall endeavor to perform the work described in the Agreement, including the development of any described Deliverables, with due care and in accordance with the requirements of good workmanship. The active and continuous participation and cooperation of Customer is a prerequisite for the successful performance and delivery of Professional Services.
      • AmeXio performs the Professional Services independently and at its own discretion and is not under the direction and supervision of Customer. The Professional Services shall be performed only during Office Hours, unless expressly agreed otherwise in writing.
      • In performing the Professional Services, AmeXio shall observe all reasonable safety requirements prescribed by the Customer. If the Customer’s requirements in this regard in any way impede or delay the proper and timely performance of the relevant Professional Services by AmeXio, AmeXio shall, without prejudice to other rights and remedies under applicable law, be entitled to compensation for all resulting costs and a reasonable extension of time for completion of the work.
    2. Development of Deliverables
      • Parties will specify the technical and/or functional requirements of any Deliverables to be developed under the Agreement, as well as details surrounding the working method and method of cooperation between the Parties during development, in the Agreement.
      • After the Agreement has been concluded, the development of the Deliverable, if agreed between the Parties, will be carried out as soon as reasonably possible, unless agreed otherwise.
      • AmeXio will develop the Deliverable with due care on the basis of the Agreement, data and source materials to be provided by the Customer. AmeXio will apply commercially reasonable efforts to develop a version of the Deliverable that complies with the Agreement and to deliver the Deliverables within the time period(s) specified therein. Unless explicitly stated in the Agreement or otherwise explicitly agreed, AmeXio cannot guarantee compliance of the Deliverable with any sort of certification standards.
      • AmeXio is independent in the performance of development tasks under the Agreement. However, Customer will be free to provide AmeXio with instructions as referred to in article 7:402 of the Dutch Civil Code.
      • If agreed, AmeXio will update Customer regarding the progress of the development of the Deliverable with the frequency indicated in the Agreement. In doing so, AmeXio will indicate whether the Deliverable is expected to be completed within the time periods specified in the Statement of Work.
      • In developing Deliverables, AmeXio has the right to use third-party software and components, including open-source software. If AmeXio decides to include such software and components, it will provide Customer with the applicable terms (if any). Customer is responsible for ensuring proper compliance with the relevant third-party licenses when using the Deliverables.
      • AmeXio shall only provide Documentation relating to Deliverables if this is explicitly specified in the relevant Agreement.
    3. Delivery of Deliverables
      • AmeXio will deliver the Deliverable if, in its professional opinion, it complies with the Agreement and is suitable for use.
      • Parties will specify the method in which the Deliverable will be made available to the Customer in the Agreement. If the Agreement does not provide a method of delivery, AmeXio will deliver the Deliverable by making it available via a secure software development repository to which the Customer has access via the internet. The source code of the Deliverable will only be made available to the Customer if this has been explicitly agreed in writing.
    4. Acceptance
      • 3 The provisions of this article only apply if Agreement specifies that AmeXio will perform Professional Services consisting of Software development, and only to the extent that acceptance testing has been explicitly agreed. If acceptance testing has not been agreed, Customer shall accept the Deliverable in the state that it is in when delivered (on an “as is” and “as available” basis), therefore including all visible and invisible errors and defects.
      • Unless provided otherwise in the Agreement, Customer will evaluate the delivered Deliverable within fourteen (14) days after delivery and accept or reject it in accordance with the acceptance criteria specified in the Agreement. If Customer does not reject the delivered Deliverable within this time period, it will be deemed to have been accepted.
      • Acceptance of the Deliverable will be deemed to have taken place if Customer:
        1. approves the Deliverable in writing;
        2. uses the delivered Deliverable for production purposes, including but not limited to the transfer of the Deliverable to a production environment; or
        3. does not reject the Deliverables within the period as mentioned in article 36.2.
      • If the Deliverable is delivered in stages, Customer will, after completion of each stage, provide its acceptance or rejection of the part of the Deliverable of that stage in the manner as stipulated above. Customer may not base a rejection in a later phase on aspects approved in an earlier phase.
      • If Customer rejects the delivered Deliverables in whole or in part, AmeXio will apply all commercially reasonable efforts to remove the reason for rejection as soon as possible. AmeXio may do this by revising the Deliverable, free of additional charge, or by stating the reasons why the rejection is unjustified. Customer will then have seven (7) days to approve or reject the revision or motivation.
      • Customer may only reject the Deliverable on the grounds of substantial deviation from the Agreement. If objections with regard to the Deliverable concern only minor aspects, the Deliverable will be deemed to have been accepted subject to the proviso that these objections will still be lifted within a reasonable period of time (it being understood as aspects that do not reasonably prevent the operational use of the Deliverable). Additionally, the Deliverable may not be rejected because of aspects that can only be assessed subjectively, including but not limited to aesthetic aspects of interfaces.
      • Deviations from the Agreement that were requested by Customer will never constitute grounds for rejection of the Deliverable.
      • If Customer continues to reject all or part of the Deliverable delivered after two (2) rounds of revision or motivation, AmeXio is entitled to charge reasonable additional costs for all subsequent revisions, at AmeXio’ Professional Services rates.
      • If, after at least two rounds of revision, a Party indicates that it does not consider further revisions to be useful, both Parties are entitled to terminate the Agreement (or the part of it relating to the relevant Deliverable(s)). In that case, Customer will only be obliged to reimburse the costs incurred by AmeXio and the work already carried out, but Customer will not be entitled to use or continue to use the Deliverable.
    5. Intellectual Property Rights and license grant
      • For the duration of the acceptance procedure, Customer shall acquire a limited license to use the Deliverable for the (test) purposes described in the Agreement.
      • After acceptance (if applicable) or after delivery (if the acceptance procedure does not apply), and on condition of payment by Customer for the Professional Services that resulted in the Deliverable, AmeXio shall – if expressly agreed between the Parties – transfer the related Intellectual Property Rights to Customer in accordance with article 9. If transfer has not been expressly agreed, Customer shall instead acquire a license with respect to the Deliverable under the same conditions, mutatis mutandis, as the license for Software described in article 21Article 20.
    6. Training and education
      • If the Professional Services consist of providing education, courses or trainings (“Training”), the Parties will mutually determine the date(s) on which the Training is provided.
      • AmeXio reserves the right to reschedule a Training up to 2 hours before the Training starts due to unforeseen circumstances (e.g. illness of the trainer), without being liable to pay compensation. In such an event, the Parties will mutually determine a new date on which the Training will take place.
      • The Customer does not have the right to cancel a Training. However, the Training can be rescheduled in proper consultation with AmeXio if the Customer requests this at least 24 hours in advance. Any costs already incurred by AmeXio (such as travel and accommodation expenses) shall in that case be borne by the Customer.
      • The Training will take place at the address of Customer’s principle office and the Customer is responsible for providing the necessary facilities, unless the Parties have agreed otherwise. All reasonable expenses of the trainer (including travel expenses and any reasonable accommodation costs) shall be borne by the Customer.
    7. Pricing and payment
      • Unless specifically stated otherwise in the Agreement, all Professional Services shall be performed on a “time and material” basis at the rates set forth in the offer or quotation of AmeXio and shall be billed at the end of the month (e.g., Services performed in January shall be billed at the end of January). Customer acknowledges that the hours communicated to Customer in the Statement of Work or otherwise are estimates only and that the actual number of hours may differ from the estimates. AmeXio shall not, however, exceed the number of hours without notifying Customer in advance.
  • Module E: Personal data

    This Module E applies only if and to the extent ‘personal data’ is processed by AmeXio on behalf of the Customer in the role of a ‘data processor’ within the meaning of the GDPR as part of the Services. In that case, this Module E is to be regarded as a ‘data processing agreement’ within the meaning of Article 28(3) of the GDPR. The Parties may decide to enter into a separate data processing agreement, in which event the provisions of this Module E shall not apply to the Agreement.

    1. Processing of personal data
      • AmeXio will only process the personal data during and for the benefit of the performance of the Agreement, and for those purposes that are reasonably associated with this or are determined in further consultation with Customer.
      • The purposes of the processing, as well as the categories of data subjects and the types of personal data that are processed in the provision of the Services are described in further detail in the Agreement.
      • AmeXio has no independent control over the purpose and the means of processing the personal data. AmeXio will take no independent decisions concerning the receipt and use of the personal data, provision of the data to third parties and the term for which personal data will be stored.
    2. Obligations of the Parties
      • Each Party will assume responsibility for its own obligations under the GDPR and other applicable privacy laws and regulations.
      • At its express request, AmeXio will inform Customer within a reasonable period of time of the measures it has taken with regard to the obligations referred to in the preceding paragraph.
      • Customer represents and warrants that the content, the use and the instructions for the processing of personal data are not unlawful and do not infringe any third-party rights, and indemnifies AmeXio against any third-party claims within this framework.
      • AmeXio will support Customer in carrying out a Data Protection Impact Assessment (“DPIA”) or – insofar as this is required by law – prior consultation of the supervisory authority. The costs associated with this will be at Customer’s expense.
      • AmeXio will inform Customer if, in AmeXio’s opinion, an instruction from Customer is contrary to the GDPR or other applicable privacy laws and regulations.
      • AmeXio will – in the event that the Agreement and therefore this Module E ends, delete all personal data received from the Customer under the Agreement as soon as reasonably possible. If agreed upon in the Agreement AmeXio will return the personal data to Customer in a machine-readable format. The associated costs for this will be at Customer’s expense.
      • The provisions of article 41.6 do not apply if statutory obligations prohibit AmeXio to delete the personal data. In this event AmeXio only continues to process the personal data as necessary for compliance with the statutory obligation.
    3. Transfer of personal data
      • AmeXio may process personal data in countries within the European Economic Area (“EEA”). Transfer to countries outside of the EEA are also permitted by Customer, provided that the provisions of the GDPR are complied with.
      • At Customer’s express request, AmeXio will inform Customer of the countries in which the personal data are processed within a reasonable term.
    4. Sub-Processors
      • Customer hereby grants AmeXio general permission to engage third parties (“Sub-Processors”) in the processing of personal data, provided that AmeXio complies with the GDPR and other applicable laws and regulations. An up-to-date list of Sub-processors engaged by AmeXio in the performance of the Agreement can be requested via e-mail.
      • AmeXio will contractually require all Sub-processors to comply with the same or equivalent obligations as agreed between Customer and AmeXio regarding the processing of personal data. In the event of errors made by sub-processors, AmeXio will be liable towards Customer as if it had made the errors itself.
    5. Confidentiality and security
      • The personal data processed by AmeXio must be considered to be confidential. This information will therefore be subject to the confidentiality obligations laid down in article 15.
      • AmeXio will take appropriate technical and organizational measures in connection with the processing of personal data to be performed in order to protect such data against loss or any form of unlawful processing (such as unauthorized disclosure, interference, alteration or provision of personal data). Though AmeXio will make every effort to prevent loss or unlawful processing of personal data, AmeXio cannot guarantee that the security measures taken will suffice under all circumstances.
    6. Data breaches
      • Customer is itself responsible for reporting a personal data breach related to the Agreement to the relevant supervisory authority and the data subjects to which the personal data relate. In order to enable Customer to comply with this legal obligation, AmeXio will inform Customer of any personal data breach without undue delay when the data breach was detected.
      • AmeXio’s duty to report towards Customer will in any case include reporting the fact that there has been a personal data breach, as well as – insofar as this is known to AmeXio – the information referred to in Article 33, paragraph 3 of the GDPR. If AmeXio does not have all the information referred to in that article, it will gather this information as soon as possible and make it available to Customer.
      • Where required by law and/or regulations, AmeXio will cooperate in informing the relevant supervisory authorities and/or the data subjects whose personal data have been leaked. The costs associated with this will be at Customer’s expense.
    7. Rights of data subjects
      • If a data subject wishes to exercise one of his or her statutory rights and submits a request to that end to AmeXio, AmeXio will forward that request to Customer. Customer will subsequently ensure that the request is handled. AmeXio may inform the data subject of the fact that the request has been forwarded.
      • In the event that a data subject submits a request concerning the exercise of one of his or her statutory rights to Customer, AmeXio will – if Customer so desires – cooperate in the handling thereof if Customer is unable to handle the request itself. The costs associated with this will be at Customer’s expense.
    8. Audit
      • Customer is authorized to have periodic audits performed by an independent expert who is bound to confidentiality, in order to verify AmeXio’s compliance with the obligations that arise from this Module E. The associated costs, including the reasonable costs AmeXio incurred in the audit, will be at Customer’s expense.
      • The audit referred to above will only take place if and in so far as Customer has requested, assessed and put forward reasonable arguments regarding any audit reports or other reports already present – which arguments justify another audit initiated by Customer. An audit is justified if and insofar as the existing reports that AmeXio has available provide an insufficient or inconclusive answer with regard to AmeXio’s compliance with this Module E.
      • AmeXio will cooperate in the audit and will make available any information and employees that may reasonably be relevant to the audit – including supporting information such as system logs – as soon as possible and in any case within a reasonable term. In the performance of the audit, Customer will limit the impact on AmeXio’s operations as much as possible.
      • An audit initiated by Customer will take place no earlier than two (2) weeks after Customer’s announcement thereof. The Parties will determine the exact date and time of the audit in mutual consultation.
      • Customer will perform a maximum of one audit per year, unless there is a concrete and demonstrable suspicion that AmeXio is not complying with the arrangements of this Module E.
      • The Parties will jointly assess the findings of the audit that has been performed and will determine on that basis whether or not those findings will require measures to be implemented by one of the Parties or by the Parties jointly.