Terms and Conditions of Freshheads BV

Filing date: 02-22-2022 | This page has been translated by third parties and no rights can be derived from it.

1. Definitions

1.1. In these Terms and Conditions, the following definitions with an initial capital letter are used, both in singular and plural. These definitions mean:

Annex: Appendix to the Terms and Conditions with specific provisions regarding the Service to be provided;

Service: The services to be provided by Freshheads to the Client under the Agreement, including, if applicable, results of services;

DDA: Dutch Digital Agencies, the industry association and knowledge organization of internet agencies in the Netherlands of which Freshheads is a member;

Terms and Conditions: These conditions of Freshheads including all applicable Annexes;

IP Rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighboring rights, as well as rights to know-how and non-original performances;

Client: The natural or legal person who has concluded or will conclude an Agreement with Freshheads;

Agreement: The agreement between Freshheads and Client regarding the provision of the Service;

Parties: Freshheads and Client; and

Personal Data: Any data relating to an identified or identifiable natural person, as referred to in article 1 sub a of the Personal Data Protection Act.

In these Terms and Conditions, the following definitions are used with an initial capital letter, both in singular and plural. These definitions mean:

Appendix: An annex to the Terms and Conditions with specific provisions regarding the service to be provided;

Service: The services to be provided by Freshheads to the Client pursuant to the Agreement, including, where applicable, results of services;

DDA: Dutch Digital Agencies, the trade association and knowledge organization of internet agencies in the Netherlands of which Freshheads is a member;

Terms and Conditions: These terms of Freshheads including all applicable Appendices;

IP Rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, and neighboring rights, as well as rights to know-how and single-line performances;

Client: The natural or legal person who has concluded or will conclude an Agreement with Freshheads;

Agreement: The agreement between Freshheads and the Client concerning the delivery of the Service;

Parties: Freshheads and the Client; and

Personal Data: Any data relating to an identified or identifiable natural person, as referred to in Article 1 sub a of the Personal Data Protection Act.

2. General

2.1. The General Terms and Conditions apply to and form an integral part of all offers and quotations from Freshheads, Agreements, and all other related legal actions between Freshheads and the Client or its legal successor. In addition to these General Terms and Conditions, the specific Annex(es) of the General Terms and Conditions agreed upon between Freshheads and the Client are also applicable.

The General Terms and Conditions apply to and form an integral part of all offers and quotations from Freshheads, Agreements, and all other related legal actions between Freshheads and the Client or its legal successor. In addition to these General Terms and Conditions, the specific Annex(es) of the General Terms and Conditions agreed upon between Freshheads and the Client are also applicable.

2.2. When the General Terms and Conditions state that an action must be in writing, this also includes email.

2.3. Deviations from the General Terms and Conditions are only valid if they have been expressly agreed upon in writing by Freshheads and the Client and only apply to the specific agreement for which they were made.

Deviations from the General Terms and Conditions are only valid if they have been expressly agreed upon in writing by Freshheads and the Client and only apply to the specific agreement for which they were made.

2.4. The General Terms and Conditions always take precedence over any purchase or other conditions used by the Client.

2.5. Once these Terms and Conditions have been applicable to a legal relationship between Freshheads and the Client, the Client is deemed to have agreed in advance to the applicability of these Terms and Conditions to agreements entered into and to be entered into thereafter.

Once these Terms and Conditions have been applicable to a legal relationship between Freshheads and the Client, the Client is deemed to have agreed in advance to the applicability of these Terms and Conditions to agreements entered into and to be entered into thereafter.

2.6. If and to the extent that any provision of the General Terms is declared void or annulled, the remaining provisions of the General Terms shall remain in full force. In such a case, the parties will, in consultation, establish a new provision to replace the void/annulled provision, taking into account the purpose of the void/annulled provision as much as possible.

If and to the extent that any provision of the General Terms is declared void or annulled, the remaining provisions of the General Terms shall remain in full force. In such a case, the parties will, in consultation, establish a new provision to replace the void/annulled provision, taking into account the purpose of the void/annulled provision as much as possible.

2.7. In case of any conflict between the provisions of an Agreement and the General Terms and Conditions, the provisions of the Agreement will prevail. In the event of a conflict between the General Terms and Conditions and a specific Annex, the provisions of the specific Annex(es) will take precedence.

In case of any conflict between the provisions of an Agreement and the General Terms and Conditions, the provisions of the Agreement will prevail. In the event of a conflict between the General Terms and Conditions and a specific Annex, the provisions of the specific Annex(es) will take precedence.

2.8. Electronic communication between Parties is considered received on the day it is sent, unless proven otherwise.

3. Quotes and Agreement Formation

3.1. Quotes and other offers from Freshheads are non-binding and should be considered as an invitation to make an offer to enter into an Agreement, unless stated otherwise by Freshheads in writing.

3.2. Offers and quotations lose their validity four weeks after the date unless stated otherwise in writing.

3.3. The client guarantees the accuracy and completeness of the information provided by or on behalf of them to Freshheads, on which Freshheads bases its offer. If this information turns out to be incorrect or incomplete, Freshheads has the right to amend the offer.

The client guarantees the accuracy and completeness of the information provided by or on behalf of them to Freshheads, on which Freshheads bases its offer. If this information turns out to be incorrect or incomplete, Freshheads has the right to amend the offer.

3.4. An Agreement is established through written confirmation by the Client of an unchanged valid quote and/or offer from Freshheads.

4. Execution of the Agreement and delivery

4.1. Freshheads will perform the Agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship and based on the state of science and technology known at that time. The Agreement to be concluded between Freshheads and the Client is characterized as an obligation of effort, unless and to the extent that Freshheads has expressly committed to a result in the written Agreement and the corresponding result is also sufficiently defined in the Agreement. Any agreements regarding service levels (Service Level Agreement) are always made in writing.

Freshheads will perform the Agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship and based on the state of science and technology known at that time. The Agreement to be concluded between Freshheads and the Client is characterized as an obligation of effort, unless and to the extent that Freshheads has expressly committed to a result in the written Agreement and the corresponding result is also sufficiently defined in the Agreement. Any agreements regarding service levels (Service Level Agreement) are always made in writing.

4.2. The parties define in the Agreement the delivery deadlines and dates as well as the place and method of delivery and/or completion of the Services. The duration of a project depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. Therefore, the mentioned delivery deadlines are not considered final deadlines, unless the Parties have explicitly agreed otherwise in writing. In the event of an (imminent) breach of a (delivery) deadline, the Parties will consult as soon as possible to take appropriate measures.

The parties define in the Agreement the delivery deadlines and dates as well as the place and method of delivery and/or completion of the Services. The duration of a project depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. Therefore, the mentioned delivery deadlines are not considered final deadlines, unless the Parties have explicitly agreed otherwise in writing. In the event of an (imminent) breach of a (delivery) deadline, the Parties will consult as soon as possible to take appropriate measures.

4.3. If it has been agreed that the agreement will be executed in phases, Freshheads is entitled to postpone the start of services belonging to the next phase until the client has approved the results of the preceding phase in writing.

If it has been agreed that the agreement will be executed in phases, Freshheads is entitled to postpone the start of services belonging to the next phase until the client has approved the results of the preceding phase in writing.

4.4. Freshheads is not obligated to follow instructions that change or expand the content or scope of the agreed Services; if such instructions are followed, the respective work will be compensated according to Freshheads' standard rates and Freshheads will inform the Client about this.

Freshheads is not obligated to follow instructions that change or expand the content or scope of the agreed Services; if such instructions are followed, the respective work will be compensated according to Freshheads' standard rates and Freshheads will inform the Client about this.

4.5. Freshheads is entitled to have the Agreement executed in whole or in part by third parties or to engage third parties in the execution of the Agreement.

4.6. Services will be considered accepted between parties if the Client does not provide a detailed written explanation of why the Services are not accepted within five (5) working days of delivery. If not accepted, Freshheads must replace or modify the Services within a reasonable time. If the Client still does not accept the Services, the acceptance procedure will be repeated. This procedure will be repeated each time the General Terms and Conditions from 22/02/2022 | Freshheads substantiate why the Client does not accept the Services during the renewed acceptance test.

Services will be considered accepted between parties if the Client does not provide a detailed written explanation of why the Services are not accepted within five (5) working days of delivery. If not accepted, Freshheads must replace or modify the Services within a reasonable time. If the Client still does not accept the Services, the acceptance procedure will be repeated. This procedure will be repeated each time the General Terms and Conditions from 22/02/2022 | Freshheads substantiate why the Client does not accept the Services during the renewed acceptance test.

4.7. The risk of loss, theft, misappropriation, or damage to goods, products, information/data, documents, or programs created or used in the context of executing the Agreement transfers to the Client at the moment they are placed in the actual control of the Client or an auxiliary person of the Client.

The risk of loss, theft, misappropriation, or damage to goods, products, information/data, documents, or programs created or used in the context of executing the Agreement transfers to the Client at the moment they are placed in the actual control of the Client or an auxiliary person of the Client.

5. Prices and payment terms

5.1. All prices are excluding sales tax (VAT) and other levies imposed by the government.

5.2. Unless explicitly agreed otherwise, price indications, estimates, budgets, and/or preliminary calculations from Freshheads are merely indicative in nature and no rights or expectations can be derived from them. Only when the parties have agreed upon it, is Freshheads obligated to inform the Client when a preliminary calculation or budget is exceeded.

Unless explicitly agreed otherwise, price indications, estimates, budgets, and/or preliminary calculations from Freshheads are merely indicative in nature and no rights or expectations can be derived from them. Only when the parties have agreed upon it, is Freshheads obligated to inform the Client when a preliminary calculation or budget is exceeded.

5.3 The parties will specify in the Agreement the date or dates on which Freshheads will invoice the Client for Services. Invoices shall be paid by the Client in accordance with the payment terms stated on the invoice. In the absence of a specific arrangement, the Client shall pay within fourteen (14) days from the invoice date.

The parties will specify in the Agreement the date or dates on which Freshheads will invoice the Client for Services. Invoices shall be paid by the Client in accordance with the payment terms stated on the invoice. In the absence of a specific arrangement, the Client shall pay within fourteen (14) days from the invoice date.

5.4. If the Client does not pay the amounts owed on time, the Client shall owe statutory interest on the outstanding amount without any reminder or notice of default being required. If the Client, after a reminder or notice of default, continues to neglect settling the claim, Freshheads may outsource the claim, in which case the Client is required to reimburse all court and out-of-court costs, including costs for external experts, in addition to the then-owed total amount.

If the Client does not pay the amounts owed on time, the Client shall owe statutory interest on the outstanding amount without any reminder or notice of default being required. If the Client, after a reminder or notice of default, continues to neglect settling the claim, Freshheads may outsource the claim, in which case the Client is required to reimburse all court and out-of-court costs, including costs for external experts, in addition to the then-owed total amount.

5.5. Freshheads has the right to retain services that are still under its control if the client fails to meet their payment obligations, until the client fulfills these obligations, regardless of whether the payment arrears relate to the services Freshheads still retains.

Freshheads has the right to retain services that are still under its control if the client fails to meet their payment obligations, until the client fulfills these obligations, regardless of whether the payment arrears relate to the services Freshheads still retains.

5.6. Freshheads is entitled to increase the prices for its Services annually, effective from January 1st, during the term of an Agreement, in accordance with the price index of the previous calendar year as published by CBS (Consumer Price Index “All households”), plus no more than fifteen percent (15%). Freshheads is also entitled to implement the price increase at a later date if it finds this preferable from an administrative point of view.

Freshheads is entitled to increase the prices for its Services annually, effective from January 1st, during the term of an Agreement, in accordance with the price index of the previous calendar year as published by CBS (Consumer Price Index “All households”), plus no more than fifteen percent (15%). Freshheads is also entitled to implement the price increase at a later date if it finds this preferable from an administrative point of view.

5.7. Comments or complaints about sent invoices, notes, and statements must be made in writing within fourteen (14) days of receiving the respective invoice, note, or statement, failing which they will be deemed accepted. Such complaints do not suspend the obligation to pay.

Comments or complaints about sent invoices, notes, and statements must be made in writing within fourteen (14) days of receiving the respective invoice, note, or statement, failing which they will be deemed accepted. Such complaints do not suspend the obligation to pay.

8. Freshheads is entitled to invoice the Client on an interim basis and/or based on advances, to offset, or to request security for compliance from the Client.

5.9. The client agrees to electronic invoicing by Freshheads.

6. Change of Assignment or Additional Work

6.1. The client acknowledges that the timeline of the Agreement may be affected if the scope of the Agreement is expanded and/or modified in the interim. If the interim change affects the agreed fee, Freshheads will inform the client as soon as possible.

The client acknowledges that the timeline of the Agreement may be affected if the scope of the Agreement is expanded and/or modified in the interim. If the interim change affects the agreed fee, Freshheads will inform the client as soon as possible.

6.2. If, due to a change in the Agreement resulting from additional requests or wishes from the Client, Freshheads has to perform extra work (additional work), this work will be billed to the Client on a cost-plus basis according to the rates normally used at that time, unless explicitly agreed otherwise in writing.

If, due to a change in the Agreement resulting from additional requests or wishes from the Client, Freshheads has to perform extra work (additional work), this work will be billed to the Client on a cost-plus basis according to the rates normally used at that time, unless explicitly agreed otherwise in writing.

6.3. Freshheads is authorized to carry out this additional work without (prior) written consent from the Client, provided that the costs associated with this additional work do not exceed ten percent (10%) of the originally agreed total compensation.

Freshheads is authorized to carry out this additional work without (prior) written consent from the Client, provided that the costs associated with this additional work do not exceed ten percent (10%) of the originally agreed total compensation.

6.4. If the additional work costs exceed ten percent (10%), Freshheads will inform the Client. The parties will then discuss the measures to be taken in mutual consultation.

7. Client Obligations

7.1. The Client ensures that all data and/or information, indicated by Freshheads as necessary or which the Client should reasonably understand to be necessary for the execution of the Agreement, including information regarding legislation and regulations that Freshheads must adhere to specifically for the Client's industry, are provided to Freshheads in a timely manner, and will offer all cooperation requested by Freshheads. Proposals and offers from Freshheads, as well as the Agreement subsequently entered into, are based on the information provided by the Client.

The Client ensures that all data and/or information, indicated by Freshheads as necessary or which the Client should reasonably understand to be necessary for the execution of the Agreement, including information regarding legislation and regulations that Freshheads must adhere to specifically for the Client's industry, are provided to Freshheads in a timely manner, and will offer all cooperation requested by Freshheads. Proposals and offers from Freshheads, as well as the Agreement subsequently entered into, are based on the information provided by the Client.

7.2. If the data required for the execution of the Agreement is not provided to Freshheads in a timely manner, Freshheads is entitled to suspend the implementation of the Agreement and/or charge the Client for any additional costs resulting from the delay in accordance with the prevailing standard rates.

If the data required for the execution of the Agreement is not provided to Freshheads in a timely manner, Freshheads is entitled to suspend the implementation of the Agreement and/or charge the Client for any additional costs resulting from the delay in accordance with the prevailing standard rates.

7.3. As far as usernames and/or passwords are provided by Freshheads under the Agreement, the Client is responsible for these usernames and/or passwords and is fully and independently liable for any misuse of these usernames and passwords, unless such misuse is the result of intent or gross negligence on the part of Freshheads.

As far as usernames and/or passwords are provided by Freshheads under the Agreement, the Client is responsible for these usernames and/or passwords and is fully and independently liable for any misuse of these usernames and passwords, unless such misuse is the result of intent or gross negligence on the part of Freshheads.

7.4. Insofar as usernames and/or passwords are provided by Freshheads under the Agreement, the Client is prohibited without Freshheads' permission from providing these usernames and/or passwords to third parties.

Insofar as usernames and/or passwords are provided by Freshheads under the Agreement, the Client is prohibited without Freshheads' permission from providing these usernames and/or passwords to third parties.

8. (Interim) termination and its consequences

8.1. An Agreement commences on the date described in article 3 for the period mutually agreed upon by the Parties in writing and automatically ends on the date agreed upon by the Parties or when the provision of the Services is completed.

An Agreement commences on the date described in article 3 for the period mutually agreed upon by the Parties in writing and automatically ends on the date agreed upon by the Parties or when the provision of the Services is completed.

8.2. Unless explicitly agreed otherwise, the Parties cannot terminate the Agreement prematurely.

8.3. Either Party is entitled to terminate the Agreement in whole or in part in the event of bankruptcy or suspension of payments by the other Party, as well as in the event of cessation or liquidation of the other Party's business other than for the purpose of reconstruction or merger of enterprises, or if the decisive control over the other Party's business changes.

Either Party is entitled to terminate the Agreement in whole or in part in the event of bankruptcy or suspension of payments by the other Party, as well as in the event of cessation or liquidation of the other Party's business other than for the purpose of reconstruction or merger of enterprises, or if the decisive control over the other Party's business changes.

8.4. Termination of the Agreement due to attributable failure is only permitted after a written notice of default has been issued, detailing the failure as much as possible and providing a reasonable period for remedying the failure, unless otherwise specified in these General Terms and Conditions or prescribed by law.

Termination of the Agreement due to attributable failure is only permitted after a written notice of default has been issued, detailing the failure as much as possible and providing a reasonable period for remedying the failure, unless otherwise specified in these General Terms and Conditions or prescribed by law.

8.5. In case of termination of the Agreement, there will be no reversal of what Freshheads has already delivered and/or performed and the associated payment obligation, unless the Client proves that Freshheads is in default with regard to the essential part of those performances. Amounts that Freshheads has invoiced prior to the termination in connection with what Freshheads has properly performed or delivered in execution of the Agreement remain unconditionally owed, in accordance with the previous sentence, and become immediately due and payable at the time of termination.

In case of termination of the Agreement, there will be no reversal of what Freshheads has already delivered and/or performed and the associated payment obligation, unless the Client proves that Freshheads is in default with regard to the essential part of those performances. Amounts that Freshheads has invoiced prior to the termination in connection with what Freshheads has properly performed or delivered in execution of the Agreement remain unconditionally owed, in accordance with the previous sentence, and become immediately due and payable at the time of termination.

8.6. In the event of termination of the Agreement, all rights granted to the Client will expire. The Client is no longer entitled to use the Service.

8.7. Provisions that by their nature are meant to remain applicable after the end of the Agreement shall continue to be in effect undiminished after termination of the Agreement.

9. IE Rights

9.1. Unless specified otherwise in the Agreement, all Intellectual Property Rights related to the Services provided under the Agreement, as well as any other materials or information made available by Freshheads, are exclusively held by Freshheads and/or its licensors.

Unless specified otherwise in the Agreement, all Intellectual Property Rights related to the Services provided under the Agreement, as well as any other materials or information made available by Freshheads, are exclusively held by Freshheads and/or its licensors.

9.2 Nothing in these Terms and Conditions and/or the Agreement implies a transfer of IP Rights. The Client only obtains the non-exclusive and non-transferable right to use the Services for the purposes established in the Agreement and under the conditions specified in the Agreement. Unless otherwise specified in writing, the granted usage right only applies to the Netherlands.

Nothing in these Terms and Conditions and/or the Agreement implies a transfer of IP Rights. The Client only obtains the non-exclusive and non-transferable right to use the Services for the purposes established in the Agreement and under the conditions specified in the Agreement. Unless otherwise specified in writing, the granted usage right only applies to the Netherlands.

9.3. The Client is not allowed to remove or modify any indication regarding IP Rights from the results of Services.

9.4 Freshheads explicitly does not waive its moral rights as mentioned in article 25 of the Copyright Act.

9.5. Freshheads is allowed to use the Services and materials used for the execution of the Agreement, such as designs, drawings, films, software, (electronic) files, reports, formats, and interviews, for their own promotion and/or publicity, unless otherwise stipulated in the Agreement.

Freshheads is allowed to use the Services and materials used for the execution of the Agreement, such as designs, drawings, films, software, (electronic) files, reports, formats, and interviews, for their own promotion and/or publicity, unless otherwise stipulated in the Agreement.

9.6. Freshheads reserves the right to implement technical protection measures in the Services. The Client is not allowed to circumvent these technical protection measures or offer tools for that purpose.

9.7. Freshheads indemnifies the Client against third-party legal claims based on the assertion that Services developed by Freshheads itself infringe any intellectual property rights valid in the Netherlands, provided that the Client promptly informs Freshheads in writing of the existence and content of the claim and leaves the handling of the case, including potential settlements, entirely to Freshheads. The Client shall provide the necessary authorizations, information, and cooperation to Freshheads to defend against these claims, if necessary, in the name of the Client.

Freshheads indemnifies the Client against third-party legal claims based on the assertion that Services developed by Freshheads itself infringe any intellectual property rights valid in the Netherlands, provided that the Client promptly informs Freshheads in writing of the existence and content of the claim and leaves the handling of the case, including potential settlements, entirely to Freshheads. The Client shall provide the necessary authorizations, information, and cooperation to Freshheads to defend against these claims, if necessary, in the name of the Client.

9.8. The above-mentioned indemnity obligation expires if the alleged infringement is related to:

materials provided by the Client to Freshheads; and/or
changes that the Client has made or had made in the Service.

9.9. If it is legally irrevocably established that the Services developed by Freshheads themselves infringe on any Intellectual Property Rights belonging to a third party, or if Freshheads believes there is a reasonable chance that such an infringement could occur, Freshheads will, if possible, ensure that the Client can continue to use the Service (or something functionally equivalent) without disruption. If Freshheads, at its sole discretion, cannot ensure that the Client can continue to use the delivered Service without disruption in a manner that is not (financially) unreasonably burdensome, Freshheads will reclaim the delivered service while crediting the acquisition costs minus a reasonable usage fee. Any other or further liability or indemnification obligation of Freshheads due to violation of a third party's Intellectual Property Rights is entirely excluded.

If it is legally irrevocably established that the Services developed by Freshheads themselves infringe on any Intellectual Property Rights belonging to a third party, or if Freshheads believes there is a reasonable chance that such an infringement could occur, Freshheads will, if possible, ensure that the Client can continue to use the Service (or something functionally equivalent) without disruption. If Freshheads, at its sole discretion, cannot ensure that the Client can continue to use the delivered Service without disruption in a manner that is not (financially) unreasonably burdensome, Freshheads will reclaim the delivered service while crediting the acquisition costs minus a reasonable usage fee. Any other or further liability or indemnification obligation of Freshheads due to violation of a third party's Intellectual Property Rights is entirely excluded.

10. Privacy

10.1. If Freshheads need to process Personal Data from the Client's customers in the context of performing Services, Freshheads must be designated as the 'processor' within the meaning of the Personal Data Protection Act and the General Data Protection Regulation, and the Client must be designated as the 'controller'.

If Freshheads need to process Personal Data from the Client's customers in the context of performing Services, Freshheads must be designated as the 'processor' within the meaning of the Personal Data Protection Act and the General Data Protection Regulation, and the Client must be designated as the 'controller'.

10.2. The Client and Freshheads are entering into a data processing agreement, in line with Article 28, paragraph 3 of the General Data Protection Regulation, wherein the processing of Personal Data by Freshheads is organized in accordance with relevant legislation.

The Client and Freshheads are entering into a data processing agreement, in line with Article 28, paragraph 3 of the General Data Protection Regulation, wherein the processing of Personal Data by Freshheads is organized in accordance with relevant legislation.

11. Confidentiality

11.1. The parties shall treat all information they obtain from each other, in any form – written, verbal, electronic, or tangible – including, but not limited to, software, (source) code, programs, applications, customer data, know-how, technical specifications, and documentation (“Confidential Information”), as confidential.

The parties shall treat all information they obtain from each other, in any form – written, verbal, electronic, or tangible – including, but not limited to, software, (source) code, programs, applications, customer data, know-how, technical specifications, and documentation (“Confidential Information”), as confidential.

11.2. The parties will only use the Confidential Information for the purposes for which it was provided and will exercise at least the same duty of care and safeguards as apply to their own internal confidential information. The parties will only provide the Confidential Information to employees insofar as it is necessary within the context of the (execution of the) Agreement.

The parties will only use the Confidential Information for the purposes for which it was provided and will exercise at least the same duty of care and safeguards as apply to their own internal confidential information. The parties will only provide the Confidential Information to employees insofar as it is necessary within the context of the (execution of the) Agreement.

11.3. The obligations to maintain confidentiality of the Confidential Information do not apply insofar as the Receiving Party can demonstrate that the information in question:

was already known to him at the time of receipt;
was already publicly known at the time of receipt;
became publicly known after receipt without being attributable to the receiving party;
was received lawfully from a third party along with the right to disclose it free of any obligation of confidentiality;
must be provided based on laws or regulations or pursuant to a court order and the disclosing party has informed the other party of such mandatory disclosure;
has been disclosed with the approval of the disclosing party.

11.4. Each of the Parties shall, during the term of the Agreement and for 1 (one) year after its termination, only employ or otherwise, directly or indirectly, engage employees of the other Party who are or have been involved in the performance of the Agreement, upon prior consent of the other Party.

Each of the Parties shall, during the term of the Agreement and for 1 (one) year after its termination, only employ or otherwise, directly or indirectly, engage employees of the other Party who are or have been involved in the performance of the Agreement, upon prior consent of the other Party.

12. Liability

12.1. Freshheads' liability for attributable shortcomings in fulfilling its obligations and/or due to wrongful acts is limited to compensating the direct damages suffered by the Client up to a maximum of €250,000, or up to the amount of the agreed compensation for the execution of the Agreement, whereby in the case of long-term agreements, the agreed compensation for one year will apply.

Freshheads' liability for attributable shortcomings in fulfilling its obligations and/or due to wrongful acts is limited to compensating the direct damages suffered by the Client up to a maximum of €250,000, or up to the amount of the agreed compensation for the execution of the Agreement, whereby in the case of long-term agreements, the agreed compensation for one year will apply.

12.2. Direct damage is exclusively understood as:

reasonable costs that the Client should incur to ensure that the performance of Freshheads aligns with the Agreement; however, this substitute damage will not be compensated if the Agreement is dissolved by or at the request of the Client;
reasonable costs that the Client has incurred for the mandatory continued operation of his old system or systems and associated facilities because Freshheads did not deliver by a binding final delivery date for him, minus any savings resulting from the delayed delivery;
reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination pertains to direct damage in the sense of this Agreement;
reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage in the sense of this Agreement.

March 12th

Freshheads disclaims any liability for other than direct damages (“indirect damages”), including - but not limited to - consequential damages, loss and/or damage to data, loss of profit, and loss of revenue.

Freshheads disclaims any liability for other than direct damages (“indirect damages”), including - but not limited to - consequential damages, loss and/or damage to data, loss of profit, and loss of revenue.

12.4. The restrictions mentioned in the preceding paragraphs of this article do not apply insofar as the damage is caused by intentional or deliberate recklessness of Freshheads or its management (“own actions”).

The restrictions mentioned in the preceding paragraphs of this article do not apply insofar as the damage is caused by intentional or deliberate recklessness of Freshheads or its management (“own actions”).

12.5. Freshheads' liability for an attributable failure to fulfill an Agreement only arises if the Client promptly and properly issues a written notice of default to Freshheads, setting a reasonable period for remedying the attributable failure. If Freshheads still fails to meet its obligations after this period, except in cases of a permanent attributable failure, then liability may be established. The notice of default must include a description of the failure that is as complete and detailed as possible, allowing Freshheads to respond adequately.

Freshheads' liability for an attributable failure to fulfill an Agreement only arises if the Client promptly and properly issues a written notice of default to Freshheads, setting a reasonable period for remedying the attributable failure. If Freshheads still fails to meet its obligations after this period, except in cases of a permanent attributable failure, then liability may be established. The notice of default must include a description of the failure that is as complete and detailed as possible, allowing Freshheads to respond adequately.

June 12th

A prerequisite for any right to compensation is that the Client reports the damage to Freshheads in writing as soon as possible after it occurs. Any claim for compensation against Freshheads lapses simply after twelve (12) months from the time the claim arises.

A prerequisite for any right to compensation is that the Client reports the damage to Freshheads in writing as soon as possible after it occurs. Any claim for compensation against Freshheads lapses simply after twelve (12) months from the time the claim arises.

July 12th

The Client's use of the Services is entirely at their own risk and responsibility. Freshheads accepts no liability for the Client's use of the Services. The Client indemnifies Freshheads against any third-party claims arising from the use of the Services by the Client.

The Client's use of the Services is entirely at their own risk and responsibility. Freshheads accepts no liability for the Client's use of the Services. The Client indemnifies Freshheads against any third-party claims arising from the use of the Services by the Client.

13. Force Majeure

13.1. There is no attributable failure by the Parties to fulfill the Agreement if there is a case of force majeure.

13.2. Force majeure includes, among other things, interruptions in electricity supply, strikes, riots, government actions, fire, natural disasters, floods, failures of the Parties' suppliers, failures of third parties engaged by the Parties, internet connection failures, hardware failures, failures in (telecommunication) networks, and other unforeseen circumstances.

Force majeure includes, among other things, interruptions in electricity supply, strikes, riots, government actions, fire, natural disasters, floods, failures of the Parties' suppliers, failures of third parties engaged by the Parties, internet connection failures, hardware failures, failures in (telecommunication) networks, and other unforeseen circumstances.

13.3. If the force majeure lasts at least thirty (30) days, the Parties are entitled to terminate the Agreement without being obliged to compensate for any damages, reversal, or compensation in connection with this termination.

If the force majeure lasts at least thirty (30) days, the Parties are entitled to terminate the Agreement without being obliged to compensate for any damages, reversal, or compensation in connection with this termination.

13.4. If Freshheads can still partially perform, or has already performed, during the force majeure, it is entitled to carry out this performance and invoice it separately as if it were a separate Agreement.

If Freshheads can still partially perform, or has already performed, during the force majeure, it is entitled to carry out this performance and invoice it separately as if it were a separate Agreement.

14. Transfer of rights and obligations

14.1. The rights and obligations under the Agreement can only be sublicensed and/or transferred to third parties by the Parties, if the counterparty agrees to this in writing.

15. Settlement and mediation

15.1. If a dispute between the Parties cannot be resolved satisfactorily, the dispute shall, before being submitted to the court, be presented to authorized representatives of the Parties to explore settlement possibilities, or to an independent mediator for mediation.

If a dispute between the Parties cannot be resolved satisfactorily, the dispute shall, before being submitted to the court, be presented to authorized representatives of the Parties to explore settlement possibilities, or to an independent mediator for mediation.

16. Applicable law and competent court

16.1. These Terms and Conditions are exclusively governed by Dutch law.

16.2. The applicability of the Vienna Convention is excluded.

March 16th

Any disputes arising between Freshheads and the Client in the context of or in connection with this Agreement will be submitted exclusively to the competent court in the district of Breda.

ANNEX AGILE SOFTWARE DEVELOPMENT

1. Applicability

1.1. The provisions set out in this Appendix apply, in addition to the general provisions of the General Terms and Conditions, when Freshheads develops computer software, hereinafter referred to as "Software," commissioned by the Client based on a software development method characterized by a step-by-step and iterative approach to writing Software without a predefined plan with specifications, emphasizing experiment and teamwork, hereinafter: Agile Software Development method.

The provisions set out in this Appendix apply, in addition to the general provisions of the General Terms and Conditions, when Freshheads develops computer software, hereinafter referred to as "Software," commissioned by the Client based on a software development method characterized by a step-by-step and iterative approach to writing Software without a predefined plan with specifications, emphasizing experiment and teamwork, hereinafter: Agile Software Development method.

2. Research phase

2.1. Before deciding to adopt an Agile Software Development method, the parties may agree to implement a research phase in which they examine the suitability of the Agile Software Development method and provide each other access to information relevant to this research.

Before deciding to adopt an Agile Software Development method, the parties may agree to implement a research phase in which they examine the suitability of the Agile Software Development method and provide each other access to information relevant to this research.

2.2. The parties ensure that all information received from the other party during the research phase, which they should reasonably know is of a confidential nature, remains secret. Except with prior consent from the providing party, the receiving party will not make the information and data carriers at its disposal available to third parties and/or disclose it to staff and/or third parties.

The parties ensure that all information received from the other party during the research phase, which they should reasonably know is of a confidential nature, remains secret. Except with prior consent from the providing party, the receiving party will not make the information and data carriers at its disposal available to third parties and/or disclose it to staff and/or third parties.

2.3. Parties will impose the confidentiality obligations of this article on their staff and any engaged third parties and ensure compliance with them.

2.4. Upon the first request of the other party, parties will sign an additional confidentiality agreement.

3. Action Plan, specifications, and prioritization

3.1. The parties will jointly draft a written Action Plan in advance, outlining the desired number of iterations, how they will be conducted, what efforts are expected from which employees, and the estimated timeline for the completion of the different iterations (hereafter: PvA). Additionally, the objectives of the software to be developed will be outlined as a reference point.

The parties will jointly draft a written Action Plan in advance, outlining the desired number of iterations, how they will be conducted, what efforts are expected from which employees, and the estimated timeline for the completion of the different iterations (hereafter: PvA). Additionally, the objectives of the software to be developed will be outlined as a reference point.

3.2. The parties will mutually agree on the prioritization of the specifications, with the understanding that the prioritization can be adjusted through mutual agreement during the execution of the Agreement (hereinafter: Prioritization).

The parties will mutually agree on the prioritization of the specifications, with the understanding that the prioritization can be adjusted through mutual agreement during the execution of the Agreement (hereinafter: Prioritization).

3.3. Parties may, if desired, establish in advance who is authorized to make or approve changes to the action plan.

3.4. Parties may, if desired, establish in advance who is authorized to accept individual iterations in accordance with article 5.

4. Parties and roles

4.1. The parties specify who is part of the group designated and/or approved by the Client and responsible for the development of the Software to be developed (hereinafter: Team).

4.2. The parties designate who the person appointed by the Client is, responsible for the Client's communication with the Team.

4.3. The parties establish who will be appointed to facilitate collaboration between the person designated by the Client and the Team.

4.4. The individuals designated in this article will, in principle, be appointed for the entire duration of the development process.

5. Acceptance

5.1. Unless another acceptance procedure is agreed upon, every iteration or intermediate result to be delivered will be tested in the interim, with the testing period lasting seven (7) days after the delivery of the respective iteration, or as agreed upon in the Agreement.

Unless another acceptance procedure is agreed upon, every iteration or intermediate result to be delivered will be tested in the interim, with the testing period lasting seven (7) days after the delivery of the respective iteration, or as agreed upon in the Agreement.

5.2. The Client will conduct the agreed-upon acceptance test with sufficiently qualified staff and with adequate scope and depth, and the Client will report the test results to Freshheads in a written, clear, and understandable manner.

The Client will conduct the agreed-upon acceptance test with sufficiently qualified staff and with adequate scope and depth, and the Client will report the test results to Freshheads in a written, clear, and understandable manner.

5.3 An iteration is considered accepted on the first day after the testing period, or, if Freshheads receives the test results as intended in article 5.5 before the end of the testing period, at the moment the errors mentioned in those test results have been corrected, notwithstanding the presence of errors that, according to article 5.6, do not prevent acceptance.

An iteration is considered accepted on the first day after the testing period, or, if Freshheads receives the test results as intended in article 5.5 before the end of the testing period, at the moment the errors mentioned in those test results have been corrected, notwithstanding the presence of errors that, according to article 5.6, do not prevent acceptance.

5.4. If during the execution of the agreed acceptance test it appears that the iteration contains errors that hinder the progress of the acceptance test, the Client will inform Freshheads of this in writing with detailed information, in which case the test period will be interrupted until the iteration is adjusted in such a way that this hindrance is resolved.

If during the execution of the agreed acceptance test it appears that the iteration contains errors that hinder the progress of the acceptance test, the Client will inform Freshheads of this in writing with detailed information, in which case the test period will be interrupted until the iteration is adjusted in such a way that this hindrance is resolved.

5.5. If, during the agreed acceptance test, it becomes apparent that the iteration contains errors, Client will inform Freshheads of the errors by providing a written and detailed test result overview no later than the last day of the test period. Freshheads will make every effort to correct the reported errors within a reasonable period, and is entitled to implement temporary solutions, workarounds, or problem-avoidance restrictions.

If, during the agreed acceptance test, it becomes apparent that the iteration contains errors, Client will inform Freshheads of the errors by providing a written and detailed test result overview no later than the last day of the test period. Freshheads will make every effort to correct the reported errors within a reasonable period, and is entitled to implement temporary solutions, workarounds, or problem-avoidance restrictions.

5.6. The client may not withhold acceptance of the iteration due to the existence of minor errors, meaning errors that would not reasonably prevent the operational or productive use of the iteration.

5.7. Freshheads is not obligated to rectify any errors resulting from:

(i)

(ii)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

an adjustment to the iteration made outside the scope of the Team;
the use of the Software in a manner or in conjunction with other software or equipment not described in the PvA;
incorrect use of the iteration, whether or not by the Client;
errors in software, hardware, communication equipment, peripherals, or other third-party equipment, or the Client's failure to regularly maintain that equipment and/or software; or
input errors or errors related to the data used by the Client.

8. The non-acceptance of a certain iteration does not affect the acceptance of a previous iteration.

5.9. The Software is considered accepted on the first day after the test period of the last outstanding iteration described in the Priority Statement, or, if Freshheads receives test results as mentioned in article 5.5 before the end of the test period, at the moment the errors mentioned in those test results are resolved, notwithstanding the presence of errors that, according to article 5.6, do not prevent acceptance.

The Software is considered accepted on the first day after the test period of the last outstanding iteration described in the Priority Statement, or, if Freshheads receives test results as mentioned in article 5.5 before the end of the test period, at the moment the errors mentioned in those test results are resolved, notwithstanding the presence of errors that, according to article 5.6, do not prevent acceptance.

6. Interim dispute resolution

6.1. If a dispute between the Parties regarding the (non-)acceptance of an iteration or interim result cannot be satisfactorily resolved within a reasonable time, the dispute shall first be referred to authorized representatives of the Parties to explore settlement options, before being submitted to an independent mediator for mediation.

If a dispute between the Parties regarding the (non-)acceptance of an iteration or interim result cannot be satisfactorily resolved within a reasonable time, the dispute shall first be referred to authorized representatives of the Parties to explore settlement options, before being submitted to an independent mediator for mediation.

6.2. If a dispute is resolved through mediation, the Parties will amicably adjust the expected timeline for delivery of iterations within the action plan.

7. Payment

7.1. The parties will further agree in the PvA on which compensation model will be used between them.

7.2. If the Parties have not agreed that, following each interim acceptance as mentioned in Article 5, the amounts related to the development of the respective intermediate result are payable, all amounts related to the development are payable monthly in arrears.

If the Parties have not agreed that, following each interim acceptance as mentioned in Article 5, the amounts related to the development of the respective intermediate result are payable, all amounts related to the development are payable monthly in arrears.

8. Custom solutions for intellectual property rights

8.1. Contrary to Article 9 of the general part of the General Terms and Conditions, all intellectual property rights concerning the Software rest with the Client, but only insofar as they relate to parts of the Software specifically developed within the Team for the Client using the Agile Software Development Method. This right does not affect Freshheads' ability to use the principles, ideas, and designs underlying that development without any restriction for other purposes and/or other clients.

Contrary to Article 9 of the general part of the General Terms and Conditions, all intellectual property rights concerning the Software rest with the Client, but only insofar as they relate to parts of the Software specifically developed within the Team for the Client using the Agile Software Development Method. This right does not affect Freshheads' ability to use the principles, ideas, and designs underlying that development without any restriction for other purposes and/or other clients.

8.2. The Client grants Freshheads the non-exclusive, non-transferable and non-sublicensable right to use the parts of the Software mentioned in Article 8.1 for testing, support, and other operational purposes on behalf of the Client, as well as for portfolio use, promotion, and publicity of Freshheads, unless otherwise agreed in the Agreement.

The Client grants Freshheads the non-exclusive, non-transferable and non-sublicensable right to use the parts of the Software mentioned in Article 8.1 for testing, support, and other operational purposes on behalf of the Client, as well as for portfolio use, promotion, and publicity of Freshheads, unless otherwise agreed in the Agreement.

9. Client Usage Rights

9.1. To the extent that parts not specifically developed for the Client within the Team are used in the development of the Software, Freshheads grants the Client a non-exclusive, non-transferable, and non-sublicensable right to use the relevant parts of the Software in accordance with the provisions of the Agreement. Without prejudice to anything else stated in the Agreement, the Client's right of use includes only the right to load and execute the relevant parts of the Software.

To the extent that parts not specifically developed for the Client within the Team are used in the development of the Software, Freshheads grants the Client a non-exclusive, non-transferable, and non-sublicensable right to use the relevant parts of the Software in accordance with the provisions of the Agreement. Without prejudice to anything else stated in the Agreement, the Client's right of use includes only the right to load and execute the relevant parts of the Software.

9.2 If the use of the Software on one processing unit has been agreed upon, in the event of a malfunction of the intended processing unit, the Software may be used on another processing unit for the duration of the malfunction.

If the use of the Software on one processing unit has been agreed upon, in the event of a malfunction of the intended processing unit, the Software may be used on another processing unit for the duration of the malfunction.

9.3. The Software may only be used by the Client within and for its own company or organization. The Client shall not use the Software for processing data on behalf of third parties (“time-sharing”), or otherwise use it for the benefit of third parties.

The Software may only be used by the Client within and for its own company or organization. The Client shall not use the Software for processing data on behalf of third parties (“time-sharing”), or otherwise use it for the benefit of third parties.

9.4 The client will follow Freshheads' instructions and guidelines regarding the Software, including installing any patches and updates for the Software.

9.5. The client shall not make the Software available to third parties, unless otherwise specified in the Agreement.

9.6. The Client may not reproduce or disclose the Software to third parties in any way. The Client is not allowed to, among other things but not limited to:

(i)

(ii)

(iii)

(i)

(ii)

(iii)

to modify, translate, reverse engineer, decompile, or disassemble the Software, or to create derivative works from it; information required to achieve interoperability of an independently developed computer program with the Software (as referred to in Article 6 of Council Directive 91/250/EEC on the legal protection of computer programs) can be obtained from Freshheads upon request at the applicable rates charged by Freshheads;
to transfer the Software (unless explicitly permitted), loan, rent, lease, distribute, use it to provide services to third parties, or grant any rights regarding the Software or documentation in any form to third parties, unless Freshheads has given prior written consent, the applicable fee(s) have been paid, and all other conditions of Freshheads have been met; or
to remove, alter, or obscure any copyright notices, labels, or markings of intellectual property rights on the Software or documentation.

9.7. Unless agreed otherwise in writing, the source code of the Software and the technical documentation produced during the development of the Software will not be made available to the Client.

9.8. If the Client requests it, Freshheads will deposit the Software, at the Client's expense, with an (escrow) service provider selected by Freshheads, to ensure the continuity of the Client's Services.

9.9. Promptly after the potential termination of the right to use the Software, the Client shall cease its use and return all copies of the Software in its possession to Freshheads.

October 9th.

If Freshheads has secured the Services using technical protection (such as 'firewalls' or security keys), the Client is not allowed to remove or bypass this protection. If the security measures prevent the Client from making a backup copy of the Software, Freshheads will provide a backup copy upon the Client's request.

If Freshheads has secured the Services using technical protection (such as 'firewalls' or security keys), the Client is not allowed to remove or bypass this protection. If the security measures prevent the Client from making a backup copy of the Software, Freshheads will provide a backup copy upon the Client's request.

9.11. The Client is solely responsible for the use of the Software at all times. The Client is not allowed to use the Software for actions and/or behaviors that are against the law, public order, or good morals, as well as anything specified in the Agreement. The Client indemnifies Freshheads against all third-party claims regarding violations of the aforementioned.

The Client is solely responsible for the use of the Software at all times. The Client is not allowed to use the Software for actions and/or behaviors that are against the law, public order, or good morals, as well as anything specified in the Agreement. The Client indemnifies Freshheads against all third-party claims regarding violations of the aforementioned.

December 9th.

If the Intellectual Property Rights of (a part of) the Software belong to Freshheads' licensors, the Client may be subject to the license terms and conditions of these third parties, including provisions regarding price changes.

If the Intellectual Property Rights of (a part of) the Software belong to Freshheads' licensors, the Client may be subject to the license terms and conditions of these third parties, including provisions regarding price changes.

10. Guarantees

10.1. Freshheads will make every effort to correct errors in the Software within a reasonable period if these are reported to Freshheads, with detailed descriptions, within a period of three (3) months after full acceptance of the Software as referred to in article 5.9.

Freshheads will make every effort to correct errors in the Software within a reasonable period if these are reported to Freshheads, with detailed descriptions, within a period of three (3) months after full acceptance of the Software as referred to in article 5.9.

10.2. If Freshheads delivers Software or Services to the Client that Freshheads has received from its suppliers, Freshheads is not obligated to provide a more extensive warranty to the Client than Freshheads can claim from its supplier, provided that Freshheads notifies the Client of this.

If Freshheads delivers Software or Services to the Client that Freshheads has received from its suppliers, Freshheads is not obligated to provide a more extensive warranty to the Client than Freshheads can claim from its supplier, provided that Freshheads notifies the Client of this.

10.3. The warranty obligation expires if:

(i)

(ii)

(iii)

(iv)

(i)

(ii)

(iii)

(iv)

The client makes or causes changes to the Software without the written consent of Freshheads;
there is a case of user errors or improper use by the client;
there are other causes not attributable to Freshheads; or
the errors could have been detected during the execution of the agreed acceptance test.

10.4. Freshheads will make every reasonable effort to recover or restore any affected or lost information.

11. Supplier software

11.1. If and to the extent that Freshheads makes (parts of) third-party software available to the Client, and provided Freshheads has communicated this in writing to the Client, the terms of those third parties will apply to those (parts of the) software, superseding the provisions in the General Terms and Conditions. The Client accepts the aforementioned third-party terms. These terms are available for the Client to review at Freshheads and Freshheads will send them to the Client upon request.

If and to the extent that Freshheads makes (parts of) third-party software available to the Client, and provided Freshheads has communicated this in writing to the Client, the terms of those third parties will apply to those (parts of the) software, superseding the provisions in the General Terms and Conditions. The Client accepts the aforementioned third-party terms. These terms are available for the Client to review at Freshheads and Freshheads will send them to the Client upon request.

11.2. If and to the extent that the intended third-party conditions are deemed not applicable or are declared inapplicable in the relationship between the Client and Freshheads for any reason, the provisions of the General Terms and Conditions shall apply.

If and to the extent that the intended third-party conditions are deemed not applicable or are declared inapplicable in the relationship between the Client and Freshheads for any reason, the provisions of the General Terms and Conditions shall apply.

APPENDIX HOSTING

1. Applicability

1.1. The provisions mentioned in this Appendix apply, in addition to the general provisions of the General Terms and Conditions, if Freshheads stores and transmits information on behalf of the Client in a communication network and/or provides access to a communication network, hereinafter referred to as "Hosting."

The provisions mentioned in this Appendix apply, in addition to the general provisions of the General Terms and Conditions, if Freshheads stores and transmits information on behalf of the Client in a communication network and/or provides access to a communication network, hereinafter referred to as "Hosting."

2. Availability of Hosting Services

2.1. The client is responsible for the availability of hardware and software, connections, and other prerequisites on the client's side to enable access to the system.

2.2. Freshheads will make every effort to ensure the Hosting services can be used with as little disruption as possible.

2.3. Freshheads is not liable for the unavailability or reduced availability of the Services due to power outage or power failure, disruptions in telecommunications or the internet, malfunctions of the Client's hardware or software, and any other causes beyond the direct control of Freshheads.

Freshheads is not liable for the unavailability or reduced availability of the Services due to power outage or power failure, disruptions in telecommunications or the internet, malfunctions of the Client's hardware or software, and any other causes beyond the direct control of Freshheads.

2.4. Freshheads reserves the right to temporarily suspend or limit the use of Hosting services for maintenance or system modifications and will inform the Client in advance. In such cases, the Client is not entitled to compensation.

Freshheads reserves the right to temporarily suspend or limit the use of Hosting services for maintenance or system modifications and will inform the Client in advance. In such cases, the Client is not entitled to compensation.

2.5. If the Client does not wish to continue the partnership after the Agreement's term ends, Freshheads will assist with the transfer to a third party, subject to Freshheads' applicable rates.

2.6. If the allowed data traffic and disk space are exceeded, Freshheads is entitled to charge reasonable additional costs without further notice.

2.7. Freshheads has established agreements regarding the service levels of its Hosting partner(s) in a Service Level Agreement (SLA). These terms are available for Client inspection at Freshheads. Freshheads will send them to the Client upon request.

Freshheads has established agreements regarding the service levels of its Hosting partner(s) in a Service Level Agreement (SLA). These terms are available for Client inspection at Freshheads. Freshheads will send them to the Client upon request.

3. Client Obligations

3.1. The Client is expressly prohibited from disseminating information or providing facilities or functionalities through websites hosted by Freshheads and/or its Hosting partner(s), if and to the extent that this information is contrary to:

The Client is expressly prohibited from disseminating information or providing facilities or functionalities through websites hosted by Freshheads and/or its Hosting partner(s), if and to the extent that this information is contrary to:

(i)

(ii)
(iii)

(i)

(ii)
(iii)

Applicable laws and regulations, including regulations of self-regulatory bodies;
The Agreement; or
Reasonable guidelines and instructions provided by Freshheads.

3.2. The client shall always behave and conduct themselves as a careful user should with regard to the information they disclose and internet usage. To this end, the client shall comply with all legal regulations, observe netiquette, and refrain from actions such as: spamming, infringing upon the intellectual property rights of others, distributing or publishing child pornography, engaging in sexual harassment or otherwise bothering others, violating the privacy of others or damaging their honor or reputation, hacking, executing DDoS attacks or similar activities, as well as spreading viruses, worms, or other programs that could harm individual systems or disrupt the operation of the internet.

The client shall always behave and conduct themselves as a careful user should with regard to the information they disclose and internet usage. To this end, the client shall comply with all legal regulations, observe netiquette, and refrain from actions such as: spamming, infringing upon the intellectual property rights of others, distributing or publishing child pornography, engaging in sexual harassment or otherwise bothering others, violating the privacy of others or damaging their honor or reputation, hacking, executing DDoS attacks or similar activities, as well as spreading viruses, worms, or other programs that could harm individual systems or disrupt the operation of the internet.

3.3. Freshheads is entitled to suspend or terminate the Services without further notice, block connections, or remove content if the Client does not comply with the provisions in articles 3.1 and 3.2 and/or if Freshheads receives a report from third parties that this is the case. In situations where justified by the seriousness of the violation, Freshheads is entitled to terminate the Agreement with immediate effect. Such suspension, termination, blocking, removal, and/or termination does not entitle the Client to claim damages from Freshheads.

Freshheads is entitled to suspend or terminate the Services without further notice, block connections, or remove content if the Client does not comply with the provisions in articles 3.1 and 3.2 and/or if Freshheads receives a report from third parties that this is the case. In situations where justified by the seriousness of the violation, Freshheads is entitled to terminate the Agreement with immediate effect. Such suspension, termination, blocking, removal, and/or termination does not entitle the Client to claim damages from Freshheads.

3.4. The client indemnifies Freshheads against all third-party claims, including but not limited to claims due to the information and/or data that he discloses through or via his websites, and claims from Freshheads' suppliers, arising from the client's failure to fulfill any of his obligations under the Agreement, particularly from this article.

The client indemnifies Freshheads against all third-party claims, including but not limited to claims due to the information and/or data that he discloses through or via his websites, and claims from Freshheads' suppliers, arising from the client's failure to fulfill any of his obligations under the Agreement, particularly from this article.