Article 1 – Applicability conditions

1. These conditions apply to all requests, orders, offers and agreements whereby Marad delivers goods or services of any nature and under whatever name.
2. Deviations and additions to these general terms and conditions are only valid if expressly agreed between the parties in writing.
3. Should one or more provisions of these general terms and conditions or any related document be declared invalid or non-binding, this will not affect the validity and enforceability of the agreement insofar as it concerns provisions other than the invalid. In such a case, the invalid provision or the invalid provisions will be replaced by valid and binding provision(s), which will deviate as little as possible, in view of the purpose and scope of the agreement, from the invalid provisions.
4. The customer with whom an agreement has been concluded under these general terms and conditions, accepts the applicability of these general terms and conditions to all later offers and agreements of Marad unless agreed otherwise.
5. If Marad does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply or Marad loses the right to demand strict compliance with the conditions in other cases.
6. If the text of the general terms and conditions issued in a language other than English deviates from the original text, the English text will prevail at all times.
7. If the customer uses software provided by Marad that is subject to an end-user licence agreement (EULA), the EULA is incorporated by reference and forms part of the agreement between Marad and the customer. The EULA is accepted by the customer and each end user upon installation, upon first use, or by continued use of the software, whether accessed via cloud, web, mobile, or desktop.
8. In case of conflict, the following order of precedence applies (highest first): (a) the order confirmation issued by Marad; (b) these general terms and conditions; (c) any data processing agreement (DPA); (d) any service level agreement (SLA); (e) any applicable EULA; (f) user documentation. The higher-ranked document prevails solely for the conflicting topic. In case of a dispute concerning the processing of personal data, the DPA shall prevail. No lower-ranked document increases Marad’s liability, reduces exclusions, or adds warranties beyond those expressly set out in (a) or (b), except to the extent mandatory law requires otherwise. For clarity, the DPA governs solely data protection compliance to the extent required by law and does not expand Marad’s liability caps or exclusions.

Article 2 – Offers

1. All offers from Marad are valid for 30 days from the date indicated in the offer, unless otherwise stipulated in writing.
2. Offers do not automatically apply to future assignments.
3. If the acceptance (whether or not on minor points) differs from that stated in the offer, then Marad is not bound by it.
4. Obvious errors or mistakes in the offer are not binding for Marad.

Article 3 – Duration and renewal of the agreement

1. Each time the customer places an order with Marad and this order is accepted by Marad, a separate agreement is concluded.
2. The agreement is concluded for the period mentioned in the agreement. In the absence thereof, the agreement is concluded for a fixed period of 12 months.
3. An agreement that is concluded for a fixed period of time will at the end of each term be tacitly renewed with terms equal to the initial term, unless terminated (opzeggen) by one of the parties in writing (email sufficient) before renewal taking into account the notice period mentioned in the agreement. In the absence of such agreement, the notice period shall be one calendar month. If the customer terminates the agreement before the end of the agreed fixed term and Marad accepts such early termination, the customer shall remain obliged to pay 100% of the fees due for the remainder of the initial or renewed term.
4. The agreement commences on the date the agreement is concluded, unless indicated otherwise.

Article 4 – Payment, price and invoicing

1. All prices are exclusive of turnover tax (VAT) and other levies imposed by the government. All prices are in Euros.
2. The administration of Marad is leading in executing performance and payments due. Evidence to the contrary is permitted.
3. Periodic payments are invoiced in advance per agreed period.
4. Marad has the right to execute a credit check in advance. If a negative judgement follows from the credit check, Marad is entitled to demand advance payment from the customer.
5. Unless agreed otherwise, amounts due must be paid within 14 days after the invoice date on the account number specified by Marad.
6. If the payment term is exceeded, the customer is legally in default without a demand for payment or notice of default being required. Marad is entitled to charge a default interest of 1% per month on the outstanding amount, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment the customer is in default until the moment of full payment of the complete amount owed. All costs incurred as a result of judicial or extrajudicial collection of the claim are at the expense of the customer, insofar as these costs exceed the judicial costs. The customer is never entitled to set off the amount due to Marad.
7. Objections to the amount of an invoice do not suspend the payment obligation.
8. The customer has the duty to report inaccuracies in provided or stated payment details to Marad without delay.
9. If, according to Marad, the financial position or payment behaviour of the customer gives rise to doubt, Marad is entitled to require the customer to provide (supplementary) security in a form to be determined by Marad. If the customer fails to provide the required security, Marad is entitled, without prejudice to its other rights, to immediately suspend the further execution of the agreement and all that which the customer owes to Marad for whatever reason is immediately due and payable.
10. Marad has the right to direct the payments made by the customer first of all towards reducing the costs referred to in paragraph 6, then to reduce the interest still due and finally to reduce the due and payable principal amounts that have been outstanding the longest including current interest.
11. Marad is in respect of recurring fees entitled to change such fees at any time with effect from the start of a renewal period. Any such changes shall be notified to the customer in writing (e-mail) at least 14 days before they take effect.  In the event of an increase of fees, the customer shall have the right to terminate the respective part of the contract in writing until and against the moment the changes take effect. Furthermore, Marad is entitled to automatically index the prices annually based on the Consumer Price Index (CPI) in order to compensate for inflation. In addition, Marad reserves the right to implement incidental price increases on the basis of functionality.
12. In addition to any other rights, Marad may suspend (in whole or in part) the provision of services or access to software for any undisputed overdue amount after giving the customer at least five (5) days’ prior notice, without liability for such suspension.

Article 5 – Confidentiality

1. Marad and the customer are bound to secrecy towards third parties who are not involved in the execution of the agreement. The confidentiality applies to all information of which the parties should know that it is confidential in nature. The confidentiality does not apply if the law or government authority imposes an obligation to provide information or consultation is necessary for the proper execution of the agreement.
2. The software, certificates, advice / consultations, support, access, or identification codes provided by Marad are confidential and must be treated as such by the customer. Marad is entitled to change access or identification codes and certificates.

Article 6 – Data and cooperation with the customer

1. The customer shall ensure that all data, information, or cooperation, of which Marad indicates that these are necessary or of which the customer reasonably should understand that these are necessary for the execution of the agreement, are supplied to Marad in a timely manner. If the data required for the execution of the agreement is not provided to Marad in time, Marad has the right to suspend the execution of the agreement.
2. The Customer guarantees the accuracy, completeness and reliability of the data and documents made available to Marad by or on its behalf, even if these come from third parties.
3. The supplementary costs and extra fees arising from the delay in the execution of the agreement, caused by the non-delivery, late or improper availability of the requested data or cooperation by the customer, are at the customer’s expense.

Article 7 – Implementation of the agreement

1. Marad determines the manner in which and by which person(s) the agreement is executed. Marad will, if possible, take into account timely and accountable instructions from the customer regarding the execution of the agreement.
2. If and insofar as proper execution of the agreement so requires, Marad has the right to have certain work done by third parties.
3. If the agreement is entered into due to the qualifications / skills of a person, Marad has the right to replace the person with a person / multiple persons with the same qualifications / skills.
4. Marad and any persons / third parties involved in the execution of the agreement carry out the agreement to the best of their knowledge and ability. The work to be provided by Marad is carried out on the basis of a best effort commitment, unless it is explicitly stipulated that it concerns an obligation of result and the result to be achieved is explicitly recorded or unless Marad has explicitly given a guarantee.
5. If Marad or third parties engaged by Marad carry out work within the scope of the assignment at the location of the customer or a location designated by the customer, the customer shall provide free of charge the facilities reasonably desired by those employees.
6. Any time period stipulated in the agreement within which the work must be carried out apply only approximately and not as deadlines. Exceeding such a period therefore does not constitute an attributable shortcoming of Marad and therefore does not constitute grounds for terminating (ontbinden) the agreement. Periods within which the work must be completed can only be regarded as deadlines if this is expressly agreed upon between the customer and Marad and specified.
7. Customer is responsible for the use and application within its organization of the software, websites, training materials, equipment, data files, designs, reports and other matters made available.
8. If the customer makes resources or facilities available to Marad, they must comply with legal and normal usage requirements. The customer indemnifies Marad against claims from third parties, including Marad employees, arising from acts or omissions of the customer or from unsafe situations.
9. Terms or conditions stated in any customer purchase order, acceptance, or other document are rejected and have no effect, even if Marad does not expressly object to them.
10. The customer may not assign or transfer any rights or obligations without Marad’s prior written consent. Marad may assign its rights and obligations (in whole or in part) to an affiliate or in connection with a merger, acquisition, or sale of assets.
11. The agreement, together with the documents listed in Article 1.8, is the entire agreement and supersedes all prior proposals and communications. Amendments must be in writing and signed (email sufficient if clearly agreed by both parties).
12. The customer represents it is not a sanctioned party and will comply with applicable export control and sanctions laws. Marad may suspend performance where required by such laws.
13. Articles 4 (payment), 5 (confidentiality), 8 (intellectual property), 9 (SaaS), 10 (software), 11 (use of the software), 1 (customer data), 15 (liability), 18 (amendments), 19 (applicable law and disputes), and the GDPR supplementary terms survive termination or expiry.
14. The customer shall not make public statements implying sponsorship or endorsement by Marad without prior written consent.

Article 8 – Intellectual property

1. The software, websites, training materials, equipment, data files, design reports and other matters developed or made available by Marad for the customer within the framework of the agreement are the intellectual property rights of Marad, its licensors or service providers. The intellectual property right can only be transferred if it has been explicitly recorded in writing.
2. Marad grants the customer the non-exclusive, non-transferable, non-pledgeable, for internal use and non-sublicensable right to use the software, websites, training materials, equipment, data files, design reports and other matters in accordance with this agreement. The source code of the software and the technical documentation produced during the development of the software shall never be made available to the customer, unless explicitly agreed otherwise in writing.
3. Software or other materials may not be multiplied or copied by the customer. The customer is not permitted to make changes concerning indications regarding the confidential nature, copyright, trade name or any other intellectual property right.
4. The customer undertakes to use the software, websites, training materials, equipment, data files, design reports and other matters exclusively for personal use and not to make them available to third parties in any way, unless Marad has given written permission.
5. Any violation of the provisions of this article by the customer will result in an immediately due and payable penalty to Marad for the sum of € 25,000, without prejudice to the rights of Marad to demand compensation.

Article 9 – Software-as-a-Service (“Saas”)

1. This article is, in addition to the other general terms and conditions, always applicable when Marad provides customer with Software-as-a-Service (“SaaS”), which is the case when Marad makes its software available to the customer by remote access via the Internet.
2. Only the customer may use the SaaS made available by Marad. Use by third parties is excluded.
3. Marad is allowed to make (functional) changes to the SaaS. If the changes likely and materially affect the business operations of the customer in a negative way, Marad shall endeavour to inform the customer of the changes in advance. The customer shall only then have the right to terminate (opzeggen) the agreement in writing up until and against the moment the changes take effect. Termination shall not be possible if the adjustment results from a legal obligation or regulation of another competent authority.
4. Marad is permitted to temporarily or completely suspend (access to) the SaaS in the context of maintenance (preventive, corrective or complementary to the service). Marad shall endeavour to inform and update the customer on this matter.
5. Marad is allowed to use a new version of the software for the implementation of the SaaS service.
6. Marad does not guarantee that the SaaS provided is error free. Marad shall endeavour to repair any defects in the SaaS as soon as reasonably possible. Marad shall be entitled to introduce workarounds and is entitled to push permanent solutions to a new version of the SaaS.
7. If the customer does not have the necessary facilities (including equipment, hardware, etc.) required for proper use of the SaaS, the customer shall ensure that such facilities are procured immediately after concluding the agreement.
8. Marad does not guarantee that the SaaS will be timely adapted to changes in laws and regulations.
9. Where Marad enables the customer to connect the SaaS (or other software provided by Marad) to software not owned, operated or otherwise provided by Marad, i.e. third party software, (i) the customer acknowledges that through such connections, certain data may be exchanged between the connected systems; (ii) Marad shall endeavour to maintain the connection and keep it available, in so far as this is under its control, but cannot give any guarantee to that end;
10. Any beta, preview, early access, or free trial features are provided ‘as is’ and ‘as available’ without warranties or liability, to the maximum extent permitted by law.
11. Marad creates and uses drawings (included in the start module, dashboard, etc.) for its Marad licenses. These drawings are the property of Marad and will remain so after the contract period has ended. These drawings may not be used outside of the Marad application, unless agreed otherwise.
12. The customer acknowledges that the SaaS is subject to a fair use policy. Storage is limited to a maximum of 5 GB per customer account. In the event that the customer exceeds this limit, Marad reserves the right to charge additional fees in accordance with its then current price list. Unlimited or excessive use of storage or other resources that materially exceeds normal usage patterns is not permitted and may result in suspension of the SaaS until such use is reduced or additional fees are agreed.

Article 10 – Software (other than SaaS)

1. This article is, in addition to the other general terms and conditions, always applicable when Marad makes software available to the customer other than on the basis of SaaS. It includes software provided by Marad to be used by the customer in connection with SaaS, for example software to be installed on customer end user devices to interoperate with the SaaS, but excludes software owned, operated or otherwise provided by third parties, for example third party solutions with which the SaaS or other Marad software can interface.
2. Marad makes the software available to the customer as deemed fit online or on the agreed type and format of information carriers during the term of the agreement. If installation by Marad has been agreed in writing, Marad will install the software for the customer. In other cases, the customer is responsible for installation of the software.
3. The customer accepts the software in the condition in which it is at the moment of delivery (“as is”), unless an acceptance test has been agreed in writing. In case an acceptance test has been agreed to in writing, acceptance may not be withheld by the customer for reasons that are not related to the specifications expressly agreed in writing between the parties and furthermore not due to the existence of minor errors (operational / productive commissioning will not be impeded).
4. Marad will do its best to correct errors within a reasonable period if the errors are reported within three months after acceptance. Marad does not guarantee that the software is suitable for the actual and / or intended use and does not guarantee that it will work without errors or interruptions and that all errors can be corrected.
5. Marad determines the manner and location of the recovery of errors. Lost or corrupted data does not have to be recovered or restored by Marad, unless explicitly agreed otherwise in writing. Any such recovery, if agreed, will be performed on a reasonable efforts basis and may be subject to additional fees.
6. If there are user errors or improper use, the costs of recovery are for the customer. Marad is not obliged to repair if changes to the software have been made without Marad’s permission.
7. Marad grants the customer a non-exclusive, non-transferable, non- pledgeable and non-sublicensable right to use the software.
8. Marad is entitled to take measures to protect unauthorised use of the software by the customer.
9. At Marad’s first request, the customer shall cooperate without delay with an investigation to be performed by or on behalf of Marad regarding the compliance with the agreed user restrictions.
10. Marad has no obligation to maintain the software or provide support, unless agreed otherwise in writing.
11. Customer may not make any adjustments to the software, other than exceptions provided for by law or after written permission from Marad. Marad is not obliged to give permission and the customer bears the full risk for all changes made.

Article 11 – Use of the software

1. The customer shall use the software, including SaaS, as provided by Marad under the agreement in accordance with any user documentation provided by Marad.
2. The customer may not use the software in a manner that is in violation of the contract and/or any applicable laws and regulations or may cause hindrance or loss and/or damage to Marad or any third party. The customer is obliged to follow any and all reasonable instructions issued by Marad related to the use of the software.
3. The customer shall not access, store, distribute or transmit any information during the course of its use of the software that: is libellous, defamatory, insulting, racist or discriminatory, or incites hate; infringes third-party rights (including intellectual property rights); violates the privacy of third parties (including distributing personal data without a legal basis); contains hyperlinks, torrents or similar information that refers to material infringing third-party rights; is otherwise illegal or causes damage or injury to any person or property; or violates any reasonable usage instruction given by Marad.
4. If, in Marad’s reasonable opinion, the operation of the computer systems or network of Marad or third parties and/or provision of services via the Internet is obstructed, impaired or otherwise at risk, in particular as a result of the transmission of excessive amounts of data via the software, leaked personal data or virus activity, Trojan horses and similar software, Marad is authorized to take any and all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of access to the software.
5. If Marad determines that the customer or its authorized end-users have violated the contract or applicable laws and regulations or if Marad has received a complaint from a third party of the same, Marad may take proportional measures to end such violation. These measures may, without limitation, include the suspension of access to the SaaS. Marad shall not be liable for consequences or damages caused by any such reasonable measures.

Article 12 – Customer data and synchronization

1. All customer data submitted by the customer to the SaaS will remain the customer’s property or that of its suppliers. Marad will not make any proprietary claims with regard to any such customer data.
2. Marad makes efforts to ensure that the customer data available within the SaaS is, where relevant, properly synchronized with other software the SaaS interfaces with. The customer acknowledges and agrees that Marad will not be liable for any errors or delays in synchronization, or for any actions taken by the customer in reliance thereon. Marad is not responsible for the customer’s (incorrect) use of the software or the SaaS, and neither for the Internet connection between the on-premises software and the SaaS. Unless agreed otherwise, Marad is not required to provide the customer with any form of assistance in resolving customer data synchronization issues. Where any support on this matter is provided by Marad, in or outside the contract, such services are provided on reasonable effort basis unless agreed otherwise in writing.
3. The customer is and remains solely responsible for the verification, completeness, and accuracy of the customer data submitted to the software. The customer acknowledges that any output of the software is relying on the quality of the customer data input. The customer acknowledges and agrees that Marad will not be liable for errors or incorrect output caused by incorrect or improper input, or for any actions taken by the customer in reliance thereon.
4. Backups made by Marad of the customer data, if part of the contract, are limited to backup(s) of customer data available within the SaaS when the backup is created. Backups do not extend to unsynchronized offline customer data.
5. Prior to expiry or termination of the contract, the customer shall be entitled to request a one-off export of customer data submitted by the customer or generated by the customer through use of the SaaS. Marad will provide such export by means of its in-house export tool, which delivers the data in CSV format together with all files from the database. Marad shall not provide an exact copy of its database, nor shall Marad be responsible for converting the data into the format of another system or competitor. It is the customer’s sole responsibility to request an export prior to termination or expiry of the contract and to arrange any conversion or migration of the data to third-party systems. Upon termination or expiry of the contract, Marad shall be entitled to delete any customer data remaining in its possession.
6. Marad is entitled to use customer data, provided that such data is anonymised and not traceable to individual customers, for the purpose of analysing, selling, maintaining and improving its services. Such use shall never result in disclosure of identifiable customer data to third parties, unless required by law

Article 13 – Termination

1. Customer is only entitled to terminate (ontbinden) the agreement due to an attributable shortcoming in the fulfilment of the agreement by Marad by means of a written notice of default in which a reasonable period of time is offered to Marad to rectify the shortcoming.
2. If the customer has already received services, these performances and the corresponding payment obligations will not be undone. Amounts that Marad has already invoiced before the termination remain payable, at least to the extent that the corresponding services have been delivered properly by Marad (counterevidence must be delivered by the customer) and become immediately due and payable at the time of termination.
3. Marad is entitled to suspend performance of the agreement in whole or in part or to terminate (ontbinden) the agreement in whole or in part, with immediate effect without notice of default, in the event of shortcomings by the customer in the fulfilment of obligations as in the context of the agreement; change of control at the customer; liquidation, bankruptcy, seizure of an important part of the assets and / or suspension of payment of the customer .All claims that Marad may have or acquire on the customer will immediately and fully be due and payable.
4. Agreements for an indefinite period of time may be terminated (opzeggen) by either party in writing and a period of six (6) months must be observed. A different notice period may be agreed to in joint consultation.
5. Customer is not entitled to terminate (opzeggen) a fixed time agreement. Article 7:408 paragraph 1 of the Dutch Civil Code does not apply to the agreement.
6. Termination (opzeggen) of the agreement shall not result in any obligation for Marad to refund any (license) fees paid by the customer and any (outstanding) invoice shall become immediately due and payable upon termination.

Article 14 – API

1. Data retrieved through the API may only be accessed and used for purposes permitted under these terms, and may not be cached, stored or resold except as expressly allowed by Marad. The customer is responsible for all data submitted to the API and warrants that such data is lawful and free from harmful or malicious content. The customer must implement appropriate safeguards to protect any API keys or credentials and is responsible for all activities carried out under its account.
2. The customer is granted a limited, non-exclusive, non-transferable and revocable right to access and use the Marad REST API solely in accordance with these terms. The customer may not sublicense, sell or otherwise provide access to the API to third parties without Marad’s prior written consent. Use of the API is subject to rate limits, quotas and usage restrictions as communicated by Marad. The customer shall not use the API to develop or offer a competing product or service, nor attempt to reverse engineer, modify or extract source code from it, and shall refrain from any use that violates applicable law or infringes third-party rights.
3. Marad does not guarantee uninterrupted availability of the API. In case the customer’s usage places an undue burden on Marad’s systems or negatively impacts other users, Marad may restrict, suspend or terminate access, making reasonable efforts to notify the customer in advance and to cooperate in resolving the issue. Marad further reserves the right to modify, limit or discontinue the API or related features at any time, and will, where practicable, provide prior notice of such changes.
4. In the event of termination of access due to a breach of these conditions or applicable law, the customer must immediately cease all use of the API and delete all related data unless retention is legally required. The API is provided “as is” without warranties of any kind. The customer shall indemnify and hold Marad harmless from any claims arising from the use of the API.

Article 15 – Liability

1. Marad is only liable vis-à-vis the customer for damage that is the direct result of a (related series of) attributable shortcoming(s) in the execution of the agreement (warranty obligations are included). This liability is limited to compensation of direct damages only, up to the fees paid or payable by the customer to Marad under the agreement in the twelve (12) months immediately preceding the event giving rise to liability, or €12,500, whichever is lower. These limitations and exclusions apply to all liability regardless of the legal ground, including contract, tort, or statute, and are aggregate for all claims arising out of or in connection with the agreement. Multiple claims do not enlarge this limit. To the extent permitted by mandatory law, any stricter limitation in an applicable EULA shall also apply to the software covered by that EULA.
2. Marad is not liable, except for intent or deliberate recklessness by Marad’s management, for:
   • Damage suffered by the customer or third parties as a result of the provision of incorrect or incomplete data or information by the customer to Marad, or otherwise due to an act or omission of the customer;
   • Damage or costs resulting from the use or misuse of access or identification codes or certificates;
   • Damage suffered by the customer or third parties as a result of an act or omission by outside personnel engaged by Marad (not including employees of Marad), even if they are employed by an organization affiliated with Marad;
   • Customer, third party or consequential loss arising from customer or third parties, including but not limited to stagnation in the regular course of affairs at the customer’s company;
   • Indirect or consequential damages, including but not limited to lost profits, lost savings, loss of goodwill, loss of data, or business interruption, even if Marad has been advised of the possibility of such damages. Nothing in this Article 15 limits liability that cannot be limited under mandatory law.
3. It is a condition for any right to compensation to arise, that the customer notifies Marad of the damage as soon as possible after it has occurred in writing. Any claim for compensation against Marad lapses by the mere passage of 12 months after the claim has arisen, unless the customer has initiated legal proceedings for compensation of the damage before the expiry of that period of time.
4. Marad is not liable for damage or loss of documents during transport or during shipment by mail, regardless of whether the transport or dispatch is done by or on behalf of the customer, Marad or third parties. During the execution of the order, the customer and Marad may communicate with each other at the request of the customer by electronic means. The customer and Marad are not liable towards each other for any damage that may arise for each one or collectively as a result of the use of electronic means of communication, including but not limited to damage as a result of non-delivery, delay, resending of previously issued communications, outdated or incorrect content, or any other error in the delivery of electronic data communication by third parties or by software/equipment used for transmission, receipt or processing of electronic communication, transfer of viruses and failure or malfunction of the telecommunication network or other means required for electronic communication, except insofar as damage is the result of intent or conscious recklessness. For the avoidance of doubt, any emails or electronic communications generated by Marad’s systems, including but not limited to purchase orders, confirmations, invoices, or notifications, are provided for convenience only. Marad makes no guarantee as to the accuracy, timeliness, or completeness of such communications, which may contain errors including outdated or incorrect order information, or previously issued messages being resent. Marad disclaims all liability arising from reliance on such communications. The only binding and authoritative record of any order or transaction is the information stored in Marad’s internal systems at the time the order or transaction is placed. The customer and Marad will do everything that can reasonably be expected of each other to execute or omit in order to prevent the occurrence of the aforementioned risks. The data extracts from the computer systems of the sender provide compelling evidence of (the content of) the electronic communication by the sender until the counterevidence has been delivered by the recipient.
5. The Customer indemnifies Marad against all claims from third parties, including shareholders, directors, supervisory directors and personnel of the customer, as well as affiliated legal entities and companies and others who are involved in the organisation of the customer, which are directly or indirectly related to the execution of the agreement, unless there is intent or deliberate recklessness on the part of Marad’s management.
6. Marad shall not be liable for the availability, proper functioning or continued compatibility of customer integrations or third-party software used in connection with the services. The use of such integrations or software is at the sole risk and responsibility of the customer.

Article 16 – Force majeure

1. If Marad cannot, not timely or improperly fulfil its obligations under the agreement as a result of a non-attributable cause (force majeure), including but not limited to illness of employees, government measures, war, disruptions in the computer network, cloud provider outages, distributed denial-of-service (DDoS) attacks, supplier failures and other stagnation in the normal course of business, these obligations shall remain suspended until Marad is able to fulfil its obligations in the agreed manner, without Marad being in default and without Marad being held liable to pay any compensation.
2. The parties have the right, in case the situation as referred to in the first paragraph lasts longer than 60 days, to terminate (ontbinden) the agreement in writing in whole or in part and with immediate effect.

Article 17 – Changes and supplementary work

1. In the event that activities are carried out at the customer’s request which are not covered by the agreement, these will be reimbursed by the customer to Marad according to the usual rates. Marad is not obliged to perform supplementary work.
2. If a fixed price has been agreed upon, Marad will inform the customer regarding the costs of the supplementary work.

Article 19 – Amendments

1. Marad is entitled to make changes to these general terms and conditions. Any changes will take effect 14 days after the day on which these were notified to the customer in accordance with the following paragraph unless the notification mentions a different date of entry into force.
2. The customer will be notified of changes to these general terms and conditions in writing (e-mail sufficient), by notification within the (SaaS) services provided under the contract, or by publication on Marad’s website. Changes of minor importance and/or changes to the customer’s advantage do not need to be notified.
3. If the customer does not wish to be bound by the proposed changes, the customer may give written notice to terminate the contract until the effective date. Lack of termination shall constitute the customer’s acceptance of the amended general terms and conditions.

Article 19 – Applicable law and disputes

1. Dutch law applies to all agreements between Marad and the customer to which these conditions apply. The Vienna Sales Convention 1980 is excluded.
2. All disputes arising out of or in connection with such agreements shall be submitted to the exclusive jurisdiction of the District Court of Midden-Nederland, location Lelystad, the Netherlands. No proceedings shall be brought in any other court or jurisdiction, except to the extent mandatory law requires otherwise.
3. By mutual agreement, the parties may opt for an alternative form of dispute resolution.

The following terms are related to privacy (GDPR):

Article 1 – Definitions

1. General Terms and Conditions: the General Terms and Conditions of Marad BV, which apply in full to any agreement between Marad BV and the customer and of which the supplementary General Terms and Conditions form an integral part of it.
2. Processor: Marad BV, with its registered office and office at Burgemeester J. Schipperkade 8a (8320 AD) Urk (hereinafter referred to as: Marad).
3. Agreement: any agreement between the customer and Marad.
4. Personal data: any information concerning a natural person that can be (in) directly identified.
5. Person(s) involved: the person(s) to whom a Personal Data relates.
6. Customer: the natural person or legal entity who has commissioned Marad to perform the Agreement.
7. Sub-processor: a party engaged by Marad for the performance of the Agreement and the related Processing of Personal Data.
8. Processing of Personal Data: any act or combination of acts relating to personal data, in any case including collecting, documenting, organising, storing, updating, modifying, retrieving, consulting, using, providing by means of transmission, distribution or any other form of disclosure, compiling, linking, as well as screening, deleting or destroying data;
9. Controller: the customer who as a natural or legal person has instructed Marad to perform Agreement.
10. Data breach: a breach of security that results in unintentional or unlawful destruction, loss, modification, unauthorised disclosure of Personal Data or access to Personal Data that has been transmitted, stored or otherwise processed.

Article 2 – Applicable

1. These supplementary terms and conditions apply to every customer that makes use of goods and / or services of whatever nature and under whatever name Marad uses, and are applicable to the Personal Data that are handled by Marad in the context of the execution of the Agreement with and processed for the customer, as well as for all work arising from the Agreement with Marad and the Personal Data Processed within that framework.
2. By giving the instruction to perform Work, the customer has instructed Marad to process the Personal Data on behalf of the customer in accordance with the provisions of these supplementary conditions.
3. In the execution of the Agreement, Marad processes certain Personal Data for the customer. The customer is the Controller and responsible for the processing of the Personal Data. The control over the Personal Data is never with Marad.
4. These are supplementary conditions within the meaning of article 28 paragraph 3 General Data Protection Regulation (GDPR), in which the rights and obligations with respect to the processing of Personal Data are regulated in writing, including, but not limited to, the security of Personal Data. These supplementary conditions are binding for Marad in respect to the customer.
5. These supplementary conditions, like the General Terms and Conditions of Marad, form part of the (future) Agreements between parties.
6. In the event of inconsistencies between the provisions of these supplementary conditions and the Agreement / order confirmation and / or the General Terms and Conditions of Marad, the provisions of these supplementary conditions shall prevail.
7. Marad and the customer will provide each other with all necessary information in good time to enable proper compliance with the applicable privacy laws and regulations.

Marad may process Personal Data in countries within the European Economic Area (EEA). Transfer to countries outside the EEA is also permitted, provided that the regulations of the GDPR are observed

Article 3 – Responsibilities Marad

1. The Personal Data will be processed by Marad in a proper and careful manner in accordance with these supplementary conditions and in accordance with the GDPR.
2. Marad processes the Personal Data exclusively in the context of the execution of the Agreement and the written instructions given by the customer, subject to legal obligations. In the latter case Marad informs the customer of the legal provisions of its obligations. If instructions from the customer to Marad conflict with any legal provision regarding data protection, then Marad will notify the customer.
3. Marad only processes Personal Data of the customer for the purposes for which they were received. Marad will not use the Personal Data for other purposes.
4. Marad will not share the Personal Data with or provide it to third parties, unless Marad has obtained prior written permission or instruction from the customer or is obliged to do so by mandatory law. If Marad is obliged to share the Personal Data with or provide it to third parties on the grounds of mandatory legal regulations, then Marad will inform the customer of this in writing, unless this is not permitted.
5. Marad will not change the Personal Data without the customer’s instructions.
6. Marad will provide the customer, upon request, assistance in the event of a request from a Data Subject, or in the case of investigations or inspections by the Authority for Personal Data. If Marad receives a request directly from a Data Subject, Marad will inform the customer of the receipt of the request within two working days. Marad will carry out as quickly as possible all instructions that the customer supplies Marad in writing as a result of such a request from the person concerned.
7. Marad will assist the customer at his request and at his expense in carrying out a data protection impact assessment.
8. Marad keeps a register of all categories of processing activities that are carried out on behalf of the customer in accordance with the requirements stated in the GDPR.
9. Marad will support the customer in fulfilling the statutory information obligations of a supervisory authority or Parties concerned and, if necessary, in the case of Marad’s technology, assisting with a Privacy Impact Assessment (PIA).

Article 4 – Responsibilities of the customer

1. The customer is responsible for the legality of the Processing, compliance with the legal regulations regarding the protection of Personal Data, including, but not limited to, the protection of the rights of the Data Subjects.
2. The customer is responsible for determining the purpose and means of the processing of Personal Data.
3. The customer is responsible in informing the Data Subjects and guaranteeing the rights that Data subjects may exercise on the basis of the GDPR and other applicable privacy laws and regulations, and for communication with the Data Subjects.
4. The customer shall take the necessary measures to ensure that Personal Data, given the purposes for which they are collected and / or subsequently processed, are correct and accurate and as such are also provided to Marad.
5. The customer will inform Marad immediately if irregularities occur in relation to the processing.
6. The customer is obliged to make all information, which Marad requires for the processing available, in a timely manner.

Article 5 – Sub-processors

1. The customer grants Marad prior (general) permission to have certain work performed by sub-processors if and insofar as proper execution of the Agreement so requires.
2. If sub-processors are called but are not necessary for the execution of the Agreement with the customer, Marad will inform the customer about the intention. Marad gives the customer a period of 7 working days to object to engaging a sub-processor. Marad will not engage the sub-processor until the 7-day period has expired without the customer objecting, or if the customer has indicated that it does not object to the sub-processor.
3. Marad ensures that the sub-processor is subject to a sub processor agreement that contains substantively the same obligations as these supplementary conditions.

Article 6 – Security and data breach

1. Taking into account the state of technology, the implementation costs, as well as the nature, the size, the context and the processing objectives and the various risks and risks of the rights and freedoms of persons, Marad will take technical and organisational security measures to ensure the risk-adjusted security level.
2. Marad takes measures aimed at preventing unnecessary collection and further processing of Personal Data.
3. 48 hours after Marad has taken notice of a data breach that (also) has or may have involved access to the Personal Data, Marad shall inform the customer using the contact details provided in the order confirmation or agreement, unless the parties have expressly designated another contact point in writing. Marad will provide information about the nature of the data breach, the affected Personal Data, the determined and expected consequences of the data breach on the Personal Data, and the measures that Marad has undertaken and will take.
4. Marad will support the customer with notifications to data subjects and / or authorities.

Article 7 – Confidentiality

1. Marad will keep the Personal Data that it processes in the context of the execution of the Agreement confidential and will take all necessary measures to ensure confidentiality of the Personal Data. Marad will also impose the obligation of secrecy on its personnel and all persons engaged who have access to Personal Data.
2. The duty of confidentiality referred to in this article does not apply if the customer has explicitly given permission in writing to provide the Personal Data to a third party, or a legal obligation exists to provide the Personal Data to a third party.

Article 8 – Compliance monitoring

1. Marad shall provide customer with information about the processing of Personal Data by Marad or Sub-processors at its request and for the customer’s account. Marad will provide the information requested as soon as possible, but no later than five working days.
2. The customer is entitled once a year and for its own account to have an independent third party jointly designated by the customer and Marad carry out an inspection to verify whether Marad complies with the obligations under the GDPR and these supplementary conditions. Marad will provide all reasonably necessary cooperation. Marad has the right to charge the customer for the costs of the inspection.
3. In the context of its obligation under paragraph 1 of this article, Marad will in any case:
   • Provide all relevant information and documents;
   • To grant access to all relevant buildings, information systems and Personal Data.
4. The customer and Marad will consult with each other as soon as possible after the report has been completed in order to address the possible risks and shortcomings. Marad will take measures at the expense of the customer to reduce the identified risks and shortcomings to an acceptable level for the customer or to cancel them, unless the parties have agreed otherwise in writing.
5. In case of an investigation by the Dutch Data Protection Authority (AP), Marad will provide all reasonable cooperation and inform the customer as soon as possible.
6. Marad will not take any action against any investigation received from the Parties or third parties, except on previous instructions from the customer, unless Marad is legally obliged to do so. Insofar as a data subject requests Marad to maintain his or her claims in relation to the data protection legislation, Marad will send this request to the customer without delay.

Article 9 – Liability

1. The provisions in the order confirmation and in the General Terms and Conditions of Marad apply in full.

Article 10 – Duration and termination

1. These supplementary conditions apply as long as Marad processes Personal Data as Processor pursuant to the Agreement between Marad and the customer.
2. If Marad has to keep certain data and / or documents for a legal period after termination or expiry of the Agreement on the basis of a statutory obligation, then Marad will ensure the destruction of these Personal Data within 4 weeks after the end of the statutory retention.
3. Without prejudice to the other provisions in this article, Marad will not keep or use any Personal Data after termination or expiry of the Agreement.
4. Upon termination or expiry of the Agreement between Marad and the customer, the customer may request Marad to provide an accessible, readable copy of the Personal Data within two months after termination of the Agreement. The costs are for the customer. After the expiration of this period, Marad will proceed with the final destruction of the Personal Data, unless Marad is obliged to store the Personal Data on the basis of a legal obligation.

Article 11 – Applicable law and dispute resolution

1. Dutch law applies to these supplementary conditions.
2. All disputes in connection with the supplementary conditions or their execution are submitted to the exclusive jurisdiction of the District Court of Midden Nederland, location Lelystad, the Netherlands.

Article 12 – Closing provisions

1. If one or more provisions from these supplementary conditions are null and void or are nullified, the other conditions remain fully applicable. If any provision of these supplementary conditions is not legally valid, the parties will negotiate the content of a new provision, which stipulates that the content is as close as possible to the original provision.
2. After termination of the Agreement with the customer the provisions which by their nature are intended to remain in force afterwards, including the confidentiality obligation, without prejudice.