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General Terms and Conditions Gauddi

Article 1 Definitions
In these General Terms and Conditions, the following terms have the following definitions:
1.1 Gauddi ®: the contracted party and the user of these General Terms and Conditions. With its registered offices at the Westbaan
281-282 in Moordrecht and registered at the Chamber of Commerce under number 29049518.
1.2 Client: the opposite party to Gauddi ® that has entered an agreement with Gauddi ®, uses the services or the software of Gauddi ®.
1.3 Services: all services Gauddi ® offers, such as: creating content, (player) hardware and software support.
1.4 Agreement: the agreement for the use of the services and/or software.
1.5 Software: the ‘digital signage’ cloud-based content management software (CMS) developed by Gauddi ®.
1.6 Devices client: the hardware and software client needs for the use of the services and the software supplied in accordance with
the agreement.
1.7 Reseller: a company that sells the services and/or licenses of Gauddi ® to the client (end user).
1.8 CMS: the content management system of Gauddi ®, with which the client can manage content, accessible via cms.gauddi.com.
1.9 License Terms and Conditions: the terms and conditions that apply to all software developed by Gauddi ® and which provides
clients the right to use the software from Gauddi ®.
1.10 General Terms and Conditions: these General Terms and Conditions.
1.11 Website: Gauddi ®’s website, such as www.gauddi.com; www.gauddi.nl; cms.gauddi.com; and support.gauddi.com

Article 2 Applicability of General Terms and Conditions
2.1 These terms and conditions apply to all agreements, service, and software developed by Gauddi ®.
2.2 The terms and conditions also apply to agreements via a reseller.
2.3 If Gauddi processes personal data on behalf of client during the implementation of the agreement, our Processor Agreement
applies in addition to these General Terms and Conditions and the agreement.
2.4 If Gauddi processes personal data, this is in accordance with our Privacy & Cookie Policy; https://gauddi.nl/privacy-en-veiligheid/
2.5 The applicability of any terms and conditions of client or any other third party are expressly rejected.
2.6 These terms and condition also apply to agreements for which Gauddi ® must include third parties in the implementation thereof.
2.7 Accepting and keeping a quote and/or agreement in which, these Terms and Conditions are refereed to without comment shall be
deemed as acceptance of the use of these terms and conditions.
2.8 If client accepts the General Terms and Conditions on behalf of a legal person he represents, Gauddi ® assumes client is fully
authorized to enter the agreement on behalf of the legal person.
2.9 If client accepts the General Terms and Conditions, he declares to be older than 18 years of age.
2.10 If one or more provisions in these General Terms and Conditions at are at any time declared void or annulled completely or
partially, the agreement and these terms and conditions for all else remain effective, and the provision concerned will be
immediately replaced in mutual discussion by a provision which resembles the intent of the original as much as possible.
2.11 Situations that are not covered by these General Terms and Conditions will be considered ‘in the spirit’ of these General Terms and
Conditions.
2.12 Ambiguity about the explanation or content of one or multiple provisions in these General Terms and Conditions must be
explained in line with ‘the spirit’ of these General Terms and Conditions.
2.13 If Gauddi ® does not always desire strict adherence to these General Terms and Conditions, this does not result in the event that
these General Terms and Conditions do not apply, or that Gauddi ® loses the right to desire strict adherence to these General
Terms and Conditions in other events.
2.14 Gauddi ® is entitled to amend or add to these General Terms and Conditions. Amendments of minor importance may be
implemented at any time.
2.15 Gauddi ® may implement amendments that are necessary in connection with the rules, policy, and/or terms and conditions of
third parties at any time. Such amendments are necessary for the optimal supply of services.
2.16 Deviations from these General Terms and Conditions are only binding when confirmed in writing by Gauddi ®.

Article 3 Quotes
3.1 A sent quote is free of obligations, unless Gauddi ® indicates otherwise in its quote.
3.2 A quote is valid until 30 days after the recorded date, unless Gauddi ® indicates otherwise in its quote.
3.3 If the quote is not accepted within the period of the quote, the client cannot deduce any rights from the quote.
3.4 If a client accepts the quote, Gauddi ® is entitled to revoke the offer within five working days of acceptance. If the acceptance
differs from the quote, Gauddi ® is not bound to it. In that case the agreement is not formed in accordance with this altered
acceptance.
3.5 All quotes are based on the information provided by client. Client ensures he has provided all relevant information to the best of
his knowledge. If it transpires that the information provided by or on behalf of client is incorrect or incomplete, Gauddi ® retains
the right to change the quote or the agreement.
3.6 Gauddi ® cannot be kept to its quotes if the client can reasonably understand that the quote, or a part thereof, contains a mistake
or error.
3.7 Time periods given in a quote are an indication. In case these are exceeded, client is not entitled to dissolution of the agreement
or any payment of damages, unless parties have expressly agreed otherwise in writing.
3.8 Provided quotes do not automatically apply to future agreements.
3.9 All amounts in quotes, invoices, and fees are exclusive of VAT and additional costs.

Article 4 Realization of agreements
4.1 The client accepts the applicability of these General Terms and Conditions by registering via the website of Gauddi ®, entering an
agreement with Gauddi ®, and/or using the software or services of Gauddi ®.
4.2 The agreement between Gauddi ® and client also becomes effective when client signs the quote, order confirmation, or
agreement and Gauddi ® accepts the signed quote, order confirmation, or agreement.
4.3 An agreement takes effect when the client fills out and submits the form for the free demo on the website of Gauddi ®, as well as
when client purchases a license and Gauddi ® has received the full payment thereof.
4.4 There is also an agreement when Gauddi ®, upon client’s request, begins the implementation of the agreement or if the client
starts using the software.
4.5 Only agreements or promises in writing apply. Parties cannot deduce any rights from verbal promises or promises made via
telephone.
4.6 If an agreement is entered via the telephone, this only takes effect after Gauddi ® has confirmed this in writing.
4.7 Gauddi ® is entitled to refuse an agreement, without providing reasons.
4.8 All data, information, materials, and documents are part of the agreement, unless parties have agreed otherwise.
4.9 If Gauddi ® desires a down payment, the agreement does not take effect as long as client has not completed the agreed down
payment. Gauddi ® has the right to suspend the realization of the agreement until it has actually received the down payment from
client.

Article 5 Duration of the Agreement
5.1 In order to use the software, client must enter an agreement for a period of one year or three years. The agreement is
automatically tacitly renewed for the same period, unless agreed otherwise.
5.2 The period stated in paragraph 1 starts the moment Gauddi ® has confirmed the registration of client and client has received the
login information.
5.3 After the lapse of the period stated in paragraph 1, client can end the agreement in writing or per email, taking into account a
notice period of one calendar month.
5.4 If client terminates the agreement prior to the end date of the agreement period, client is obliged to pay the costs for the
remainder of the duration of the agreement.
5.5 If client terminates the agreement early, no reimbursement of already paid fees will take place.

Article 6 Ending, termination, and dissolution of the agreement
6.1 If Gauddi ® ends the agreement because client does not meet his obligations, Gauddi ® is entitled to stop the services and/or deny
access to the software. Gauddi ® will charge the remaining payment periods until the end date of the agreement to client, as
described in article 5 of these General Terms and Conditions.
6.2 Gauddi ® is entitled to suspend or end its compliance with the obligations, or dissolve the agreement, and/or deny access to the
software if:
a. Client does not or not completely meet his obligations under this agreement, the license terms and conditions, and/or these
General Terms and Conditions;
b. After entering the agreement, Gauddi ® discovers circumstances that give it grounds to fear that client is not or not
completely able to meet his obligations;
c. Client does not, not in a timely fashion, or not completely pay the down payment;
d. Client suspends his business;
e. One of the parties suspend their business.
6.3 If Gauddi ® proceeds to dissolution of the agreement, all invoices are immediately due and payable.
6.4 If Gauddi ® suspends its obligations, it retains its claims resulting from the law and the agreement.
6.5 In case of liquidation, suspension of payment or bankruptcy of the client, debt restructuring, or another circumstance that mean
the client is not in free possession of his assets, Gauddi ® is entitled to dissolve the agreement without being liable to pay
damages.

Article 7 Execution of agreements
7.1 Gauddi ® carries out all services and agreements to the best of its knowledge and ability. Gauddi ® cannot guarantee that it will
continuously reach the agreed desired result with its activities.
7.2 Delivery periods are never deadlines. If Gauddi ® exceeds a delivery period, client must notify Gauddi ® of being in default in
writing, with Gauddi ® being given a reasonable period to still implement the agreement.
7.3 With consideration of the nature of the services and the good execution of its agreements, Gauddi ® is entitled to fully or partly
have work carried out by third parties.
7.4 Due to the nature of the offered services, Gauddi ® is subject to and bound by the rules, regulations, policy, and technology of
third parties. All actions are carried out in accordance with the rules and regulations of the third party concerned. Taking notice of
this provision, Gauddi ® is entitled to change its working method, without client being entitled to dissolve the agreement or any
payment of damages.
7.5 If client does not, not in a timely fashion, or not correctly supply Gauddi ® with the requested data, materials, or information, or
does not comply with the installation requirements as stated in the quote, Gauddi ® is entitled to suspend the implementation of
the agreement and to charge the costs resulting from the delay to the client according to the usual fees.
7.6 Gauddi ® cannot ensure the results of the agreement with the client or third parties.

Article 8 Amending the agreement
8.1 If, during the execution of the agreement, it proves necessary to amend or add to the agreement, parties will proceed to amend or
add to the agreement in mutual consultation.
8.2 Amending or adding to the agreement is only possible after the express and written permission of Gauddi ®.
8.3 Without being in default, Gauddi ® can refuse a request for amendment of or adding to the agreement. Gauddi ® is then entitled
to payment for the performed actions in accordance with the original agreement.
8.4 If it is necessary to amend the agreement or activities during the agreement period because of client’s actions, Gauddi ® is entitled
to amend the agreement.
8.5 If Gauddi ® cannot comply with this after the agreement is entered due to a circumstance that were unknown when entering the
agreement, Gauddi ® is entitled to require that the content of the agreement is amended in such a way that execution of the
agreement remains possible.
8.6 If the amendment of or adding to the agreement results in circumstances that can be attributed to Gauddi ®, Gauddi ® will not
charge additional costs.

Article 9 Service and software costs
9.1 All fees are communicated to client by Gauddi ®. Client is required to pay the fees. If client does not pay the fees in accordance
with the provisions of these General Terms and Conditions and any supplementary payment provisions, the access to the software
will be denied without prior notification.

Article 10 Payment
10.1 Payment of invoices must take place by way of IDeal, automatic debit, or via a bank transfer.
10.2 Invoices and down payments for our software solution must be paid within 30 days after the invoice date or date of entering into
the agreement and/or accepting the quote.
10.3 If the agreement does not concern the purchase of software, but other services or products, such as: hardware, installation,
and/or training, the following payment provisions apply:
a. 50% of the agreement fee immediately at the acceptance of the quote;
b. The other 50% must be paid within 30 days after delivery.
10.4 In the event of a payment in installments, ownership of hardware will be transferred after payment of the last installment invoice.
In the absence of this payment, Gauddi is entitled to take back the hardware.
10.5 If after completion of the project the supplied hardware is destroyed or deteriorated due to a cause that cannot be attributed to
Gauddi, the purchase price remains due.
10.6 The payment of invoices for the use of software depends on the period chosen by client:
a. For a yearly subscription (1 year), client must pay the fee in advance each year;
b. In case of a three-year subscription, client must pay the fee three years in advance.
10.7 The fee for the use of the software will be charged automatically in case of a renewal, unless client ends the agreement in
accordance with article 5 of these General Terms and Conditions. The fee will be charged fourteen days before the renewal
commences.
10.8 Gauddi ® sends its invoices digitally.
10.9 For payment via third parties, the terms and conditions of third parties apply. Gauddi ® is not a party in the relationship between
client and third party.
10.10 Any objections to the invoice amount do not suspend the payment obligation of client.
10.11 In case of late payment, client owes interest of 1% per month. The interest over the amount to be paid will be calculated from the
moment client is in default up to the day of complete payment.
10.12 All reasonably incurred costs resulting from extra-judicial collection of the invoice fees are at client’s expense.
10.13 The extra-judicial costs are 15% of the invoice amount. If Gauddi ® has incurred more costs, which were reasonably necessary,
these will also be at client’s expense, as well as any incurred legal and execution costs.
10.14 Client also owes the legal (commercial) interest over the owed invoice amounts.
10.15 Made payments are always in the first place to cover the owed interest and costs. Secondly, for the claimable invoices that are
owed Gauddi ® the longest.
10.16 In case of liquidation, bankruptcy, seizure, and/or suspension of payment of the client, all invoices to the client are immediately
due and payable.
10.17 In the event of a joint assignment, the clients are jointly and severally liable for the payment of the invoice amount.
10.18 In the event of a late payment, Gauddi ® will suspend its actions. The actions will be resumed from the moment client has paid the
outstanding amounts completely, including the legal (commercial) interest and invoice costs.

Article 11 Guaranties and indemnities
11.1 Gauddi ® guarantees that:
a. It makes an effort to provide the software and all care in accordance with these General Terms and Conditions and the
agreement;
b. Gauddi ® is entitled to supply the software in accordance with the General Terms and Conditions.
11.2 With the exception of the explicit guarantees as included in this article, Gauddi ® provides the software “IN THE CURRENT STATE”.
The use of the software is at own risk.

Article 12 Obligations of clients
12.1 Client must supply Gauddi ® with all data, materials, and information of which Gauddi ® indicates these are necessary or of which
client should reasonably understand they are necessary for the good implementation of the agreement in correct order and in a
timely fashion.
12.2 Client is responsible for the correctness, completeness, and reliability of the information and/or materials he supplies to Gauddi.
12.3 Client has the responsibility to ensure the provided data, materials, or information are free of copyrights or other property rights.
Gauddi ® is never liable for materials that are not free of copyrights.
12.4 Client shall only use the service and/or software for legal purpose and in accordance with the agreement and/or license terms and
conditions of the software.
12.5 Gauddi ® is entitled to suspend the services or the use of the software with immediate effect if this is necessary to protect the
interests of Gauddi ® or its other clients. Depending on the nature of the violation, Gauddi ® may provide client the opportunity for
rectification. When client has rectified the situation, Gauddi ® will again provide access to the services and/or software.
12.6 All data or content created, saved, or entered via an external link (API) in the software and servers of the client are property of the
client.
12.7 Client is responsible for making a backup of his data.
12.8 It is the responsibility of the client to keep his password(s) confidential, and to regularly change the password. These measures,
including the encryption of saved data and access control with a multi-factor authentication, ensure a security level fitting for the
data we process.
12.9 Client receives an account from Gauddi ®. Client is responsible for the correct application of the software and services. He is also
responsible for all the use of the data by every person with access to the account.
12.10 Gauddi ® is not liable for the loss of data or security problems resulting from stolen passwords.

Article 13 Support
13.1 Foundation Care support is included standard with the software; this consists of an online help center, with frequently asked
questions, user manuals, and (video) tutorials.
13.2 If the client has purchased the software via a reseller, reseller provides first line support and Gauddi ® provides second line
support to the reseller, during CET office hours from 8:30 a.m. until 5:30 p.m..
13.3 All activities that are not included in the Foundation Care as described in this article are for client’s own account.
13.4 Client has the possibility to expand the support with the so-called Priority Care.

Article 14 Warranty
14.1 Gauddi ® offers the standard manufacturer’s warranty on all hardware it supplies. There is an option to expand this hardware
warranty.
14.2 Client is required to immediately check the delivered hardware upon delivery. If it transpires that the delivered hardware is
incorrect, defective, or incomplete, client must immediately inform Gauddi ® of these defects in writing (before proceeding with
return).
14.3 Gauddi ® must be informed in writing about any defects or incorrectly delivered products within one week after delivery. Return
of the products must take place in the original packaging and in good condition.
14.4 If Gauddi ® deems a complaint justified, Gauddi ® will chose to repair or replace the delivered products free of charge.
14.5 Gauddi ® is never responsible for the final suitability of the products for every individual use by client, nor for any advice with
respect to the use of the products.
14.6 The warranty does not apply if:
a. The client has repaired and/or altered the delivered items or has had them repaired and/or altered by a third party;
b. The delivered items have been exposed to abnormal circumstances or have otherwise been handled carelessly or contrary to
the indications of Gauddi ® and/or the indications on the packaging;
c. The defect wholly or in partly results from regulations imposed by government or regulations that will be imposed with
respect to the nature of the quality of the used materials.

Article 15 Liability
15.1 Any liability of Gauddi ® is limited to that which is determined in these General Terms and Conditions.
15.2 Gauddi ® is not liable for damages of whatever nature resulting from Gauddi ® trusting incorrect and/or incomplete data provided
by or on behalf of client.
15.3 The software, the use and publication of advice, reports, and materials of Gauddi ® are for client’s own risk.
15.4 Gauddi ® is not liable for damage caused by the actions or negligence of third parties.
15.5 Gauddi ® is not liable for changes in its work activities or services if it has had to change these due to a change of the technology,
policy, or regulations of third parties.
15.6 Gauddi ® is only liable for direct damages. Direct damages are understood to be:
a. Reasonable costs made to have the inadequate performance of Gauddi ® meet the agreement, for as far as these can be
attributed to Gauddi ®;
b. Reasonable costs for the determination of the cause and scope of the (direct) damage;
c. Reasonable costs for the prevention or limitation of damage, for as far as client can show that these costs have led to the
limitation of direct damage.
15.7 Gauddi ® is not liable for indirect damage. This includes:
a. Lost profit;
b. Lost savings;
c. Consequential damage;
d. Damage to reputation;
e. Disappointed expectations or results;
f. Business or other interruptions.
15.8 For as far as Gauddi ® is liable because it does not, not completely, or not in a timely fashion implement the agreement, its liability
is limited to once the invoice amount with a maximum of € 5,000.00. In case of an agreement for a duration longer than six
months, the liability of Gauddi ® is limited to the amount that it has charged in the previous three months with a maximum of €
5,000.00. The liability of Gauddi ® is in any case never higher than the amount we receive from our insurer.
15.9 The customer signs for completion of the project or for acceptance of the goods. The risk of the hardware is thus transferred to
the customer, even if ownership has not yet been transferred.
15.10 Any liability of Gauddi ® lapses after one year. In default thereof, any right to payment of damages lapses.
15.11 Gauddi ® is not liable in case of force majeure, as intended in article 17 of these General Terms and Conditions.
15.12 The limitations included in this article do not apply if the damage is due to deliberate intent or gross negligence of Gauddi ®.

Article 16 Intellectual property and copyrights
16.1 All copyrights and other intellectual property rights remain with Gauddi ®.Without prior written permission from Gauddi ®, client
will not use, make public, or in any way multiply the data or parts of extracts of any work.
16.2 Client declares not to violate copyrights or intellectual property rights of Gauddi ® or third parties. Client indemnifies Gauddi ® for
all damage and claims resulting from the use, multiplication, or reproduction.
16.3 Client may not change, remove, or make unrecognizable any indication of intellectual or industrial property rights of Gauddi ®.
16.4 All copyrights and other intellectual, industrial, and/or other property rights on the software and on any copy client makes thereof
are property of Gauddi ® and/or its suppliers. Gauddi ® only permits client to use the software and HTML5 templates in
accordance with these license terms and conditions. Client may not copy the product manual(s) or materials belonging to the
software, except for their own use. Client can only become owner of any present material data carrier. The client does not
become owner of the software.

Article 17 Force majeure
17.1 In case of force majeure, Gauddi ® may suspend its obligations from the agreement. If the period of force majeure lasts longer
than two months, both parties are entitled to dissolve the agreement, without obligation to payment of damages to the other
party for the suffered damage.
17.2 Force majeure in these General Terms and Conditions is defined as, in addition to that which is understood in the law and case
law, all external causes, expected or unexpected, on which parties do not have any influence, or which prevent them from being
able to comply with their obligations. This includes work strikes at the business of Gauddi ®, its suppliers, and other third parties.
17.3 Gauddi ® is entitled to appeal to force majeure if the circumstances that prevent (further) execution of the agreement occur after
Gauddi ® should have fulfilled its commitment.
17.4 If force majeure occurs when the agreement has already been partially implemented, Gauddi ® is entitled to separately invoice the
part already enacted. The client is then required to pay the invoice as if this were a separate agreement.

Article 18 Complaints
18.1 Client must inform Gauddi ®, in writing and including an explanation, of a complaint about the execution of the agreement,
services, or invoice within five days after discovery or the invoice date.
18.2 If the period stated in paragraph 1 has lapsed, the activities or the invoice are considered to have been accepted, and all rights
with respect to these expire.
18.3 A complaint does not suspend the payment obligation or the other obligations from this agreement or these terms and conditions,
unless Gauddi ® has informed client the complaint has merit.
18.4 If the complaint from client has merit, Gauddi ® provides the choice between change of the invoice, improving or redoing the
activities free of charge, or fully or partly reimplementing the agreement or activities.

Article 19 License terms and conditions
19.1 All software products of Gauddi ® (including the free trial period) must be used based on these license terms and conditions.
Client receives a non-exclusive and non-transferable right to use the software of Gauddi ®. Gauddi ® can terminate the provided
license at all times. The client may only use the software for internal use within the own organization.
19.2 These license terms and conditions also apply during the free trial period.
19.3 It is not allowed to provide the software to third parties, change it, decode it, copy it, or misuse it in any way. You are required to
ensure sufficient security of the possibilities to access Gauddi ® software.
19.4 If client acts contrary to these license terms and conditions, he is obliged to pay an immediately due and payable fine, which is not
liable to reduction, of € 5,000.00 per violation, without prejudice to the right of Gauddi ® to invoice damages for all damages
suffered and to be suffered.
19.5 Renting, lending, publicly presenting, showing or transmitting, or in any other way distributing the software is prohibited. Except
insofar as allowed by the applicable law, client will not fully or partly change, analyze with the help of ‘reverse engineering’, or
decompress, or demount the software or any part thereof. Client may not develop products derived from the software. Client shall
also not allow others to carry out these actions.
19.6 Each license relates to one (1) channel. Licenses may not be shared or be used by more than one channel. A license can be given to
a new channel.
19.7 Client shall not:
a. Give in (sub) license, sell, resell, transfer, appoint, distribute, or otherwise commercially exploit the service and/or the content
or make it available to a third party;
b. Change the service or content or derive products from them;
c. Create Internet ‘links’ in order to “frame” or “mirror” the service.
19.8 Client is only permitted to use the software for their own internal purposes. It is not allowed to:
a. Send spam or otherwise undesired messages contrary to the applicable laws;
b. Save and/or send infringing, offensive, threatening, objectionable, or otherwise illegal or unlawful materials, including
materials damaging to children or infringing on the privacy of a third party;
c. Save and/or send software viruses, worms, Trojan horses, or other damaging computer codes, files, scripts, agents, or
programs;
d. Obstruct or disrupt the software, the performance of the software, or the data stored in it;
e. Carry out actions for unauthorized access to the software or the systems or networks belonging to it.

Article 20 Availability of software
20.1 Gauddi ® takes all possible measures to ensures the services and software are optimally available. Gauddi ® does not guarantee:
a. The unobstructed availability and functioning of the software;
b. The complete reliability or unhackabillity of the software. Client can never hold Gauddi ® liable for the not functioning, being
unavailable, or being unreachable of the software.
20.2 Gauddi ® makes an effort for the appropriate security of the software according to the state of the art without it removing the
own responsibility of the client. Gauddi ® has a so-called SSL certificate (https connection), which is the maximum security that can
be offered.
20.3 Client can never oblige Gauddi ® to repair data damaged by the use of the software. Gauddi ® also never owes payment of
damages to client for damages caused by the use of the software.
20.4 Gauddi ® can always and without notice improve, change, temporarily or permanently disable, and limit or deny access to the
software or parts thereof. Client can never hold Gauddi ® liable for this.
20.5 Gauddi ® may cause disruptions or unavailability if, to its reasonable opinion, this is necessary to make improvements or
maintenance of the software easier.