General Terms

1.1. In this Agreement, the terms starting with a capital letter listed below have the following meaning (unless otherwise specifically provided in these General Terms, the Supplemental Provisions and/or the context clearly requires otherwise).

2.1. The Customer agrees that its counterparty to this Agreement will be the WORKPLACED entity who has signed the Proposal with it.

2.2. The Customer acknowledges and agrees that the WORKPLACED entity contracting with it may subcontract certain services under this Agreement to other WORKPLACED entities or third-party providers. Notwithstanding any subcontracting, the WORKPLACED entity contracting with the Customer shall remain fully responsible for the performance of all obligations under this Agreement. No subcontracting shall relieve the WORKPLACED entity of its liability for the proper execution of the Agreement.

2.3. Any and every offer, sale and provision of Products & Services by WORKPLACED to a Customer shall be governed by the present General Terms and the applicable Supplemental Provisions dependent on the scope of the Proposal.

2.4. Other terms or stipulations on forms and/or documents issued by the Customer (including but not limited to the Customer’s general terms and conditions), are not applicable and expressly excluded.

2.5. The Agreement governs the entire contractual relationship between the Parties. Deviations, additions or modifications shall not be effective unless agreed to in writing between the Parties.

3.1. Any Proposal relating to the Product & Service is valid for a period of two months following the date of the Proposal. Any Proposal relating to Hardware is valid for a specific period indicated in the Proposal, subject to Hardware and/or raw materials availability. WORKPLACED may at its sole discretion agree to extend the validity of any Proposal in writing. Notwithstanding the foregoing, any Proposal generated through the Website is subject to change at any time.

3.2. The Proposal shall be considered an integral part of this Agreement.

3.3. Orders accepted by WORKPLACED are considered to be binding for the Customer. The Customer shall have no right to cancel an order without written permission from WORKPLACED.

3.4. WORKPLACED is entitled to make changes to the Product & Services, provided that any such change will not reasonable materially affect the Product & Service.

Fees

4.1. The fees charged by WORKPLACED to the Customer may consist of License Fees or Services Fees or a combination of both. Both the License Fee and Services Fee shall be specified in the Proposal, which will contain the Annual License Fees Overview and the Annual Services Fee Overview. Without prejudice to the provisions of clause 4.8, the Annual License Fees Overview and the Annual Services Fee Overview may annually be revised and updated by WORKPLACED at its sole discretion. Upon revision of the Annual License Fees Overview and the Annual Services Fee Overview, WORKPLACED will give the Customer prior written notice of thirty (30) days prior notice. As of the receipt of this notice, the Customer shall be entitled to terminate the Agreement in the event it would not agree with the revised prices set forth in the updated Annual License Fees Overview and the Annual Services Fee Overview. Absent any termination within said thirty (30) days’ notice period by the Customer, the new Annual License Fees Overview and the Annual Services Fee Overview will be deemed accepted and become effective.

4.2. The fees due by the Customer to WORKPLACED are stated in the Proposal (in general referred to as the "Fees”). In no event are Fees confirmed by WORKPLACED for one specific Agreement binding for subsequent agreements, unless it concerns orders within a specific larger written framework agreement. The Fees are fixed, subject to an annual revision as set forth in these General Terms.

4.3. Unless otherwise agreed, WORKPLACED provides any Hardware Ex Works, at the address indicated in the Proposal.

4.4. The Customer cannot set off any of its claims against any debt owed towards WORKPLACED.

4.5. For all Agreements entered into by WORKPLACED and a Customer with a foreign registered seat, the Fees will on every anniversary of the Effective Date be increased (and never decreased) with the applicable index monitoring economic inflation. For Agreements entered into by WORKPLACED and a Customer with a UAE registered seat, the Fees will be increased (and never decreased) on every anniversary of the Effective Date in function of a change in labor costs or external (third party) costs (e.g. wages, energy costs and (raw) material, third party licenses (e.g. hosting services, and others). In the event of increases in the prices of labor costs or external (third party) costs WORKPLACED reserves the right, up to a maximum of 80% of the total Fee, to increase the part of the Fee representing these wages, energy costs and (raw) materials accordingly.

Taxes & Duties

4.6. The Customer shall be solely responsible for the payment of all federal, state or local import, usage, value added, withholding or other taxes or duties associated with the supply or use of the Products & Services. The Customer shall furthermore promptly reimburse WORKPLACED for any such taxes and or duties paid by WORKPLACED.

Payment & Invoicing

4.7. Any and every invoice from WORKPLACED to the Customer is due and payable within a payment term of thirty (30) calendar days from the day of the invoice date. Notwithstanding the foregoing, for invoices generated through the website, payment is due immediately prior to the use of the Products & Services. Access to the Products & Services will only be granted once full payment has been received.

4.8. Any invoice from WORKPLACED needs to be paid in the indicated currency. If payment is made in another currency, the conversion will be calculated with regards to the highest rate, either at the rate of the invoice date or the date of payment. All bank and exchange costs connected to the collection of the amount due, will be charged to the Customer.

4.9. Any amount overdue will automatically be subject to a late payment interest equal to 1.5% of the outstanding amount per month or the maximum rate permitted by applicable law, whichever is lower. In addition, the Customer shall pay all reasonable costs (including reasonable attorneys’ fees) incurred by WORKPLACED as a result of the recovery of the Customer’s payment obligations hereunder and the adverse consequence on WORKPLACED’s cash-flow, genuinely pre-estimated by the Parties to be 10% of the outstanding balance, with a minimum of USD $250.00. To the maximum permitted by the applicable law, this is without prejudice to WORKPLACED’s right to claim higher damages suffered.

4.10. If the Customer fails to pay any outstanding, due and non-disputed amounts within following the receipt of a written payment default notice, WORKPLACED may terminate the Agreement, or alternatively, at its sole discretion, suspend its obligations and/or the Customer’s usage rights granted hereunder by written notice to the Customer until receipt of payment of any outstanding, due and non-disputed amounts.

4.11. If the Customer disputes any portion of an invoice, the Customer shall notify WORKPLACED within eight (8) calendar days from the invoice date of the nature of any such dispute, the basis for the Customer’s dispute and the amount involved, together with any appropriate information supporting Customer’s position, failure of which shall result in the invoice being deemed accepted by the Customer. In any event, the undisputed portion of the invoice shall be paid as set forth herein.

Ownership

5.1. All rights, including Intellectual Property Rights in the Product & Services, shall at all times remain the sole and exclusive property of WORKPLACED Technologies Ltd ("IP Owner"). The Customer shall obtain no rights, title, or interest in the Products & Services except for the restricted user rights expressly granted hereunder. The Customer acknowledges that:

• WORKPLACED Technologies Ltd retains all Intellectual Property Rights in and to any modifications, updates, upgrades, or new releases of the Product & Services; and
• Any other WORKPLACED entity contracting with the Customer under this Agreement does so under a licensing arrangement with WORKPLACED Technologies Ltd, and no such entity shall acquire ownership of any Intellectual Property Rights through this Agreement.

Grant of License

5.2. Subject to the terms of this Agreement, the IP Owner (or its licensed WORKPLACED entity) grants the Customer a personal, restricted, non-exclusive, non-transferable, non-assignable right, without the right to sublicense, to access and use the Product & Services solely for the Customer’s internal business purposes.

Proprietary Markings

5.3. The Customer agrees not to remove or modify any proprietary markings (including copyright notices or labels) on or in the Product & Services, its documentation, or media.

Retention of IP Rights

5.4. WORKPLACED Technologies Ltd shall be the sole owner of all Intellectual Property Rights created, developed, or derived in connection with the Product & Services under this Agreement or any related agreement (including but not limited to ideas, concepts, know-how, code, designs, methods, software, documentation, and deliverables).

Prohibited activities by the Customer

5.5. It is illegal for the Customer to modify, hide, remove or make the copyright, patents or other legal statements of the Product & Services unreadable. No changes to the Product & Services or its content may be made by the Customer. The Customer must implement any necessary technical and organizational measures to keep the Product & Services safe. The Customer agrees to fully indemnify WORKPLACED for any damages it might suffer in this regard.

Improvements

5.6. In case the Customer breaches its obligations under this clause by modifying, improving or creating derivative works of or from the Product & Services, WORKPLACED shall immediately and irrevocably own any rights, titles and interests, including the Intellectual Property Rights. No compensation of any kind shall be due by WORKPLACED to the Customer pursuant to this transfer of said rights.

Customer Data

5.7. The Customer grants WORKPLACED a non-exclusive, transferable, worldwide, irrevocable royalty-free license to:

• (i) Use Customer-Data as necessary for the provision of the Product & Services and its output; and
• (ii) Use Customer-Data to provide any Additional Services requested from Customer and perform its obligations under the Agreement between the Parties.

5.8. The Customer-Data hosted-by WORKPLACED as part of the Product & Services, and all worldwide Intellectual Property Rights in it, shall remain the exclusive property of the Customer. Any rights in and to the Customer-Data not expressly granted to WORKPLACED in this or any other agreement between the Parties, remain vested in the Customer.

5.9. The Customer agrees that WORKPLACED may collect, use, and disclose quantitative data derived from the use of the Product & Services for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer and/or Customer Data.

5.10. The Customer represents and warrants it is the rightful owner of the Customer Data and/or disposes of sufficient usage rights and authority to grant to WORKPLACED, and to allow WORKPLACED to use it for the purpose of the Agreement. Customer will indemnify and hold WORKPLACED harmless for any damages resulting from the use by WORKPLACED of the Customer Data.

Breaches

5.11. If the Customer violates its obligations under this clause, it will be due a lump-sum compensation of fifty-thousand US DOLLARS ($50,000.00) to WORKPLACED, to be increased with five-thousand US DOLLARS ($5,000.00) for each day the violation continues and without prejudice to WORKPLACED’s right to claim and prove higher damages as well as terminate for breach.

Customer List

5.12. The Customer grant WORKPLACED the right to list them as a customer in any descriptions of WORKPLACED materials and related press releases, case studies, and other promotional and marketing materials; provided however, that WORKPLACED has no obligation to do so.

6.1. As part of the performance of its obligations under this Agreement, WORKPLACED will process personal data on behalf of Customer in accordance with the General Data Protection Regulation and other applicable privacy laws. Customer shall ensure that it has properly informed in accordance with articles 12, 13 and 14 of the GDPR those whose personal data is being processed and that the personal data that it supplies or discloses to WORKPLACED has been obtained fairly and lawfully and that it has, to the extent necessary, obtained all necessary consent of those whose personal data is being processed.

6.2. Any and every processing of personal data, which results from an agreement between the Parties, shall be subject to the provisions of the Data Processing Agreement as well as in accordance with applicable data protection laws.

6.3. Each Party shall ensure that its personnel and (sub)contractors shall, at all times, comply with its/their respective obligations under any applicable data protection laws and the Data Processing Agreement agreed between the Parties in relation to all personal data that is processed under the Agreement.

6.4. The Company shall comply with all applicable Data Protection Laws in connection with its Processing of Personal Data under this Agreement, including the GDPR and the DIFC Data Protection Law (DIFC Law No. 5 of 2020). The Parties acknowledge that transfers of EEA Personal Data from the Company’s affiliate in Netherlands to the Company constitute Restricted Transfers under Chapter V of the GDPR, and agree to execute and be bound by the applicable module of the Standard Contractual Clauses set out in Commission Implementing Decision (EU) 2021/914 ("EU SCCs"), which are incorporated by reference herein and shall prevail over any conflicting provision of this Agreement in respect of such transfers. Prior to any such transfer, the Company shall conduct a transfer impact assessment and implement such supplementary technical and organizational measures as may be required to ensure an adequate level of protection for Data Subjects. The Company shall Process EEA Personal Data received from its affiliate in the Netherlands solely for the purposes contemplated by this Agreement, maintain appropriate security measures in accordance with Article 32 GDPR, notify such affiliate within forty-eight (48) hours of any Personal Data breach affecting such data, and shall not onward transfer such data without equivalent contractual safeguards in place. The Company’s affiliate in the Netherlands shall update its EULA and data processing transparency documentation to disclose the transfer to the Company, the applicable transfer mechanism, and the identity of each party in its relevant data processing capacity, prior to any transfer taking place.

Express Warranties

7.1. WORKPLACED represents and warrants the following aspects to the Customer:

• (i) Except as expressly set forth in this clause 7 and to the maximum permitted by applicable law, the Products & Services are provided by WORKPLACED “as is”. The express warranties set forth in this clause 7 are the only warranties made by WORKPLACED with respect to the Products & Services provided by WORKPLACED in connection with the Agreement. WORKPLACED makes no (and hereby disclaims all) other warranties, covenants or representations or conditions, either written, oral, express or implied, including without limitation any implied warranties of merchantability, suitability and fitness for a particular purpose or use with respect to the use, misuse or inability to use the Products & Services (in whole or in part). WORKPLACED makes no warranty with respect to any hardware, software or product of any third party, unless explicitly approved by WORKPLACED.
• (ii) WORKPLACED warrants and guarantees that the Additional Services shall be carried out in a proper and professional manner by properly qualified personnel;
• (iii) To the best of WORKPLACED’s knowledge, the Software does not, upon delivery by WORKPLACED to the Customer, contain any virus or malware. WORKPLACED will not knowingly program into the Software, any program, virus or other software, designed to permit unauthorized access to any Customer computer system or to disable, erase or otherwise cause damage to software, hardware or data or any back door, time bomb, software lockout key or device, drop dead device, or other software routine designed to disable a computer, either automatically or with the passage of time or under the control of any person. WORKPLACED will perform the necessary checks hereto.
• (iv) WORKPLACED warrants that the use of the Products & Services will meet the applicable service levels as provided in the Supplemental Provisions.

7.2. Each Party represents and warrants to the other the following:

• (i) it is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to execute and deliver the Agreement, to perform its obligations hereunder and to engage in the transactions contemplated thereby;
• (ii) the execution, delivery and performance of the Agreement have been duly authorized by all requisite action on the part of such Party and the Agreement constitutes the legal, valid and binding obligation of such Party, enforceable in accordance with its terms;
• (iii) the execution, delivery and performance of the Agreement by each Party do not, to the best of its knowledge (i) violate any judgment, order, injunction, decree or award of any court or governmental body binding on such Party, (ii) violate any law or regulation that is applicable to such Party, or (iii) violate or conflict with, or constitute a default under, the terms of any agreement to which such Party is a party. If at any time during the Agreement, a Party notices or suspects that wrong assumptions have been made or any of these warranties prove incorrect, it shall promptly inform the other Party thereof in writing.

7.3. The Customer acknowledges that the Services and Products, or a portion thereof, are subject to the Sanction Law and may be subject to other applicable country export control and trade sanctions laws ("Export Control and Sanctions Laws"). Customer may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or Products or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. Customer represents and warrants that it will be bound by the Export Control and Sanctions Laws and will and are under the obligation to provide proof of such compliance whenever requested to do so by Workplaced. Customer is solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

8.1. To the maximum extent permitted by applicable law, Parties exclude any and all liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory)) for any indirect, punitive, incidental, special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services), even if Parties have been advised or notified of the possibility of such costs or damages.

8.2. Without prejudice to and without limiting clause 8.1 and to the maximum extent permitted by applicable law, the aggregate liability of each Party arising out of or in connection with the Agreement or the transactions contemplated hereby, whether in contract, warranty, tort (including negligence, product liability or other theory), or otherwise, shall not exceed the total amount (excl. taxes) paid by the Customer to WORKPLACED pursuant to this Agreement during the three (3) month period preceding the date on which the relevant liability claim arose.

8.3. The Customer agrees that WORKPLACED can only be held liable as per the terms of this clause 8 to the extent damages suffered by the Customer are directly and solely attributable to WORKPLACED. However, nothing in the Agreement shall limit or exclude WORKPLACED’s liability for (i) gross negligence, (ii) willful misconduct or (iii) fraud.

9.1. WORKPLACED shall defend the Customer against any claims brought by Third Parties to the extent such claims are based on an infringement of Intellectual Property Rights due to the proper use of the Product & Services and expressly excluding any claim resulting from:

• (i) Unauthorized use of the Product & Services;
• (ii) Modifications to the Product & Services by any other party than WORKPLACED;
• (iii) Failure by the Customer to use the most recent version of the Product & Services made available to said Customer by WORKPLACED, if WORKPLACED indicated that such an update was necessary to prevent a potential claim.

Conditions for indemnification

9.2. This indemnification obligation from WORKPLACED only applies if:

• (i) The Customer promptly notifies WORKPLACED of said claim in writing;
• (ii) The Customer grants WORKPLACED sole control of the defence and settlement of the claim;
• (iii) The Customer grants WORKPLACED full cooperation in the execution of said defence or settlement, at WORKPLACED’s expense; and
• (iv) the Customer makes no admissions as to the liability of WORKPLACED in respect of such claims, nor does the Customer enter into a settlement with respect to said claim without the express, written and prior consent of WORKPLACED.

Provided these conditions are met, WORKPLACED shall indemnify the Customer for the damages suffered as awarded by a competent court of final instance, or as agreed to by WORKPLACED pursuant to a settlement agreement.

WORKPLACED remedies

9.3. In the event the Product & Services are likely to or become the subject of a Third Party infringement claim, WORKPLACED has the right to:

• (i) Modify the (allegedly) infringing part of the Product & Services so that it becomes non-infringing whilst retaining the functionality of the Product & Services;
• (ii) Obtain a license as to enable the Customer to keep using the Product & Services, despite the alleged infringement;
• (iii) Terminate the relevant license and pay the Customer the pro rata remaining amount of the Fee the Customer paid to WORKPLACED for that portion of the Product & Services which is the subject of the (alleged) infringement.

9.4. The indemnity provided in clause 9 and remedies provided in clause 9.3 are the entire liability and obligation of WORKPLACED and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Product & Services or any part thereof.

10.1. The Customer agrees and undertakes not to induce or attempt to induce any employee, agent or self-employed (such as for example but not limited to consultant or officer), active within WORKPLACED during the previous year (to be computed from the moment of the alleged breach), to terminate his/hers/its employment or contractual relationship with WORKPLACED, regardless of whether such employee, agent or self-employed would commit a breach of contract by terminating this employment or relationship. Customer agrees to refrain from such activity as from the Effective Date of the Agreement between the Parties until the end of a period of twenty-four (24) months (hereinafter referred to as the “Non-Solicitation Period”).

10.2. The non-solicitation obligations set out in this clause is geographically limited to Western Europe, North-America, India and the Middle East.

10.3. If the Customer violates its obligations under this clause 10, WORKPLACED is entitled to a lump-sum compensation equal to the amount of the salary or fee payable to the concerned employee, agent and/or self-employed during the twelve (12) months immediately preceding the date of the event giving rise to the claim. This clause 10.3 shall be without prejudice to the right of WORKPLACED to claim higher damages if it can prove that the actual damages are higher than the lump-sum provided for in this clause.

10.4. The Customer recognizes that the non-solicitation obligation under this clause is reasonably necessary with respect to the protection of the interests of WORKPLACED.

11.1. The Parties shall not be held responsible for delays or shortcomings in the carrying out of their duties whenever this is due to Force Majeure.

12. A Party who invokes an event of Force Majeure must notify the other Party and perform all reasonable efforts to limit or avoid any adverse consequences. In the event the situation of Force Majeure exceeds a period of three (3) months after notification, the Party against whom the Force-Majeure is invoked may terminate the Agreement by notice and without any compensation due to the other Party.

Obligations

13.1. All Confidential Information (including but not limited to all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications) (Confidential Information) exchanged between the Parties prior to entering into an agreement as well as during the Agreement between said Parties shall be considered confidential and be treated by each Party with the utmost secrecy and thus more specifically the recipient shall:

• (i) Solely use the Confidential Information for its own account and under the utmost secrecy;
• (ii) Not use, reproduce, or allocate the Confidential Information in any manner or for any other purpose than the (possible) cooperation between parties;
• (iii) Not engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of any of the Confidential Information;
• (iv) Not derive any commercial benefit from the Confidential Information;
• (v) Not divulge, disclose or make the Confidential Information, of which it has knowledge, available to any Third Party, without the express written consent of the disclosing Party;
• (vi) Disclose such Confidential Information only to those employees who need to know such information within the framework of the (possible) cooperation between Parties, and the recipient certifies and warrants that these employees have previously agreed, as a condition to employment, to be bound by terms substantially similar to provisions applicable to the recipient under these General Terms.

Not Confidential Information

13.2. The Parties agree that the following information shall not be considered to be Confidential Information:

• (i) Any and all information which is available in the public domain, and which was not made available in the public domain as a result of a breach by a Party of the obligations set forth in this clause;
• (ii) Any and all information which can be proven by a Party to the reasonable satisfaction of the disclosing party to be lawfully in the receiving Party’s possession, prior to any disclosure by the Disclosing Party and without an obligation of confidentiality towards the disclosing Party;
• (iii) Any and all information which can be proven by a Party to the reasonable satisfaction of the disclosing Party to be lawfully obtained from a Third Party by the receiving Party, which was under no obligation of confidentiality towards the disclosing Party;
• (iv) Any and all information which can be proven by a Party to the reasonable satisfaction of the disclosing Party to be independently developed by the receiving Party, without access or reference to, or use of, the disclosing Party’s Confidential Information.

Survival of Termination

13.3. This confidentiality obligation applies during the course of the Agreement between the Parties and will continue to exist for a period of five (5) years starting from the termination of the Agreement between the Parties. Upon termination of said Agreement between the Parties, or upon earlier written request by the disclosing Party, the receiving Party shall immediately and irrevocably destroy any and all Confidential Information it received from the disclosing Party. Furthermore, the receiving Party shall provide the disclosing Party with a full written declaration, stating any and all Confidential Information has been destroyed.

13.4. The disclosing Party shall remain at any moment the sole owner of its Confidential Information. Except as expressly set forth herein, nothing in these General Terms or the relationship between the Parties shall grant to the recipient any rights to or interest in the Confidential Information, and no implied licenses are granted by these General Terms.

Contractual remedies in case of a breach on this clause & Hierarchy

13.5. In case of a breach on this confidentiality obligation by a Party, the breaching Party shall be due a lump-sum compensation to the other Party of fifty-thousand US DOLLARS ($50,000.00), to be increased with an amount of five-thousand US DOLLARS (US DOLLARS 5,000.00) for each day the breach continues and without prejudice to the non-breaching Party to claim and prove higher damages. The remedy in this clause, does not preclude WORKPLACED from using any and every other possible remedy granted to it by applicable law and the Agreement between the Parties.

13.6. Both Parties will take reasonable measures to ensure that their directors, employees and assignees will respect this obligation of confidentiality.

13.7. Without prejudice to the foregoing, Customer acknowledges that in the event a non-disclosure agreement is signed between parties, such non-disclosure agreement shall prevail.

14.1. This Agreement will commence as of the Effective Date and will remain into force for a defined term equal to the Initial Term, unless terminated pursuant to clause 13.5, 13.6 or 13.7 below.

14.2. Upon expiration of the Initial Term (or each Renewal Term), and unless terminated in accordance with the provisions of the Agreement, the term of this Agreement will automatically and tacitly be renewed for a period equal to the Initial Term (each a Renewal Term).

14.3. Upon termination of the Agreement irrespective of the reason:

• (i) The Customer shall pay WORKPLACED any and all Fees and other amounts due to WORKPLACED pursuant to this Agreement between the Parties up to the date of termination (included). It being understood that in the event the Customer would terminate the Agreement for other reasons than for cause (as set forth in clause 13.5, 13.6 or 13.7), WORKPLACED will be entitled to be paid all Fees (the aggregate amount) corresponding to respectively the Initial Term or the Renewal Term;
• (ii) Any and all user-rights granted to the Customer by WORKPLACED pursuant to any and every other agreement between the Parties, will terminate automatically; and
• (iii) All licenses and hosting/maintenance service provided to the Customer as part of the Products & Services by WORKPLACED will be automatically terminated.

14.4. Any and every termination of the Agreement between the Parties shall be without prejudice to their respective rights and or remedies.

14.5. Each Party can terminate this Agreement taking effect on the end of the Initial Term or a Renewal Term, without any motivation, by providing the other Party a written notice at least thirty (30) days prior to the expiration of the Initial Term or Renewal Term respectively. Termination by the Customer via e-mail shall only be valid if sent to customers@workplaced.com.

14.6. Parties agree that this Agreement can be terminated, without prior notice and without compensation to the other Party in the event a Party:

• (i) becomes insolvent;
• (ii) makes a general assignment for the benefit of its creditors;
• (iii) suffers or permits the appointment of a receiver or a manager for its business or assets; or
• (iv) avails itself or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the right of creditors.

14.7. Where any default or failure can be remedied, the innocent Party should give written notice to the defaulting Party of such default or failure and allow for a period of thirty calendar days to remedy the same to the reasonable satisfaction of the non-defaulting Party. If the default or failure is not remedied at the end of said notice period, the non-defaulting Party is allowed to terminate the Agreement for breach immediately upon written notice.

15.1. Any failure or delay by the Parties in exercising any right under any agreement between the Parties, including but not limited to the terms of this Agreement, any single or partial exercise of any right under such agreement and/or these terms or any partial reaction or absence of reaction by the Parties in the event of violations by the Parties on either these terms or the agreement between the Parties, shall not operate nor be interpreted as a waiver (either express or implied, in whole or in part) of Parties’ rights under such agreement or these terms, nor shall it preclude any further exercise of any such rights.

15.2. Any and every waiver of a right by the Parties must be specific and in writing. If there has been an express waiver of a right following a specific failure by the Parties, this waiver only applies in that specific situation and cannot be invoked by the Parties in favor of a new failure, even when said new failure would be similar to the prior one, or in favor of any other kind of failure.

16.1. If a court of competent jurisdiction determines any provision, or any portion thereof, of the Agreement to be unenforceable, void or invalid, then the remainder of the provision will remain in full force and effect. If the provision is essential for the functioning of the Agreement but is inoperable due to the competent jurisdiction’s determination, the Parties agree in such case to start good faith negotiations in order to substitute such invalid or unenforceable provision by a similar provision to accomplish the intent of Parties to the extent permitted by applicable law.

Notices

17.1. Any notices between the Parties must be in writing and delivered to the recipient in person through a reputable courier service or by registered mail (with acknowledgement of receipt) to the address indicated below:

• To WORKPLACED: WORKPLACED, Attention: relevant contact person as set forth in the Proposal, with a copy to: legal@workplaced.com
• To the Customer: To the address mentioned on the Proposal, unless the Customer gave Notice to WORKPLACED of another address in accordance with the requirements of this Clause.

Relationship between Parties

17.2. The Parties are independent from each other. Nothing in the Agreement between the Parties shall be construed to create a partnership, joint-venture or agency relationship between the Parties.

17.3. The Customer shall in no way whatsoever have the right nor be allowed to bind WORKPLACED, nor vice versa.

Publicity

17.4. WORKPLACED reserves the right to publish the Customer as a reference, by a.o. using the name of the Customer, elaborating on the scope of this Agreement with the Customer in publications, be it on a printed and/or digital media (i.e. paper or on a website, blog, forum or any other (social) medium).

Subcontracting/assignment

17.5. Except in case of assignment/subcontracting to an Affiliated Company, the Agreement between the Parties may not be assigned (be it partial or in whole) to any other party, except in case of explicit, prior and written consent by the other Party. Any assignment or subcontracting in breach of this clause, shall be void and unopposable to the non-breaching Party, who shall be able to enforce the Agreement between the Parties.

18.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), irrespective of whether:

• WORKPLACED Technologies Ltd, or
• WORKPLACED Technologies Europe B.V.,

is the contractual counterparty to the Customer.

This choice of law shall apply only to the extent it does not conflict with mandatory provisions of the applicable law of the jurisdiction of the contracting WORKPLACED entity (including Dutch law for WORKPLACED Technologies Europe B.V.) or violate public policy (ordre public)

18.2. Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration conducted in Dubai, UAE, under the rules of the Dubai International Arbitration Center (DIAC). The arbitration proceedings shall be conducted in English.

18.3. Notwithstanding the Clause 18.2, the Licensor (WORKPLACED Technologies Ltd or WORKPLACED Technologies Europe B.V.) reserves the right to seek injunctive relief or enforce its rights under this Agreement directly in the courts of:

• The DIFC (where WORKPLACED Technologies Ltd is the counterparty), or
• The Netherlands (where WORKPLACED Technologies Europe B.V. is the counterparty), or
• any other jurisdiction where the customer operates.

19.1. WORKPLACED may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. WORKPLACED will exercise commercially reasonable business efforts to provide notice to Customer of any material changes to this Agreement. Within ten (10) business days of posting changes to these changes (or ten (10) days from the date of notice, if such notice is provided), they will be binding on the Customer. If the Customer does not agree with the changes, it should discontinue using the Services and the Products. If the Customer continues using the Services and Products after such ten-day period, it will be deemed to have accepted the changes to the terms of this Agreement.