General terms and conditions

ARTICLE 1: DEFINITIONS

In these General Terms and Conditions of Helin Data B.V. (hereinafter: ‘Terms and Conditions’) the following terms shall, when written with a capitalized letter, have the meaning as set forth herein:

1.1 Affiliates: means any company or other legal entity which controls or is controlled by Helin Data or the Client as the case may be, or which is controlled by an entity which controls Helin Data or Supplier. For purposes hereof, control means the ownership directly or indirectly of fifty percent (50%) or more of the shares or voting rights in a company or legal entity.

1.2 Client: the party that entered into an agreement with Helin Data.

1.3 Client Group: means the Client, Affiliates of the Client, (sub)contractors of the Client of any tier and employees of any of the foregoing.

1.4 Confidential Information: means any information, disclosed by or on behalf of Helin Data, its Affiliates and/or its (end)customers regardless of its nature or form, whether in writing, electronically, verbally or by any other means, either directly or indirectly to the Supplier, its Affiliates or sub-contractors, whether or not marked as ‘confidential’, ‘secret’, ‘proprietary’ or other similar language, including all information of which the receiving party reasonably understands or ought to understand to be confidential. Confidential Information may include but is not limited to: scientific, technical, marketing, business, financial, operational, administrative and economic information related to past, present and future ideas, concepts, drafts, products, Services, business plans, experience, documents, software, programming techniques, developments, or data related to manufacturing products, plans, drawings, costs, equipment, materials, samples, technology, packaging as well as visual information that the Supplier, its Affiliates and/or its sub-contractors may receive from or on behalf of Helin Data, its Affiliates and/or its (end)customers.

1.5 Control(s)/(led): means the ability to direct the affairs of an entity, whether by virtue of the ownership of the majority of shares in that entity or the legal power to direct or cause the direction of the management of that entity.

1.6 GDPR: the General Data Protection Regulation (Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC).

1.7 Helin Data: means Helin Data B.V. and/or any of its Affiliates.

1.8 Helin Group: means Helin Data, other Helin (sub)contractors (other than Supplier) of any tier, (end) customers of Helin and employees of any of the foregoing.

1.9 Services: all the services provided by or on behalf of Helin Data to the Client, including but not limited to Software-as-a-service as well as professional services.

1.10 locations or systems necessary for the implementation, operation, or support of Helin Data’s services

The headings in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.

ARTICLE 2: APPLICABILITY

2.1 These Terms and Conditions apply to all orders, offers, agreements or Services provided by Helin Data to the Client.

2.2 The applicability of the Clients purchase conditions or any other general terms and conditions used or referred to by the Client, whether or not included in an automatically generated purchase order to confirm an order or agreement with Helin Data, is explicitly excluded and rejected. The Clients purchase conditions shall have no complementary effect.

2.3 If a purchase order contains a reference to the customer's purchasing terms, such purchasing terms are hereby expressly rejected and shall not apply to the agreement between the parties. The supplier's general terms and conditions shall exclusively govern the relationship, unless otherwise explicitly agreed in writing.

2.4 If the Services provided to the Client contain access to (online) environments, (user) platforms or suchlike, this access might include applicability and acceptance of (click-through) (end-user) policies as well. The Client shall ensure compliance by and will remain responsible and liable for, the personnel which is provided access by or on behalf of the Client.

2.5 If any provision of these Terms and Conditions is determined to be invalid or non-binding, in whole or in part, the remaining provisions will continue in full force and effect as if these Terms and Conditions had been executed without the invalid or non-binding provision. In that event, the parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and these Terms and Conditions.

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ARTICLE 3: OFFERS

3.1 All offers issued by Helin Data are without any obligation unless Helin Data explicitly indicates otherwise. The Client guarantees the correctness and completeness of the information provided by or on behalf of the Client to Helin Data. If the offer includes a specified validity period, this shall not affect the non-binding nature (vrijblijvendheid) of the offer. The offer remains non-binding and subject to change at any time, even within the validity period, unless expressly agreed otherwise in writing. Any commitments, including pricing, delivery timelines, or other terms, will only become binding upon the supplier’s written confirmation or the execution of a formal agreement between the parties.

3.2 All fees mentioned or quoted by Helin Data are valid for 30 days as off the first moment of communication by Helin Data to the Client. Updated or amended versions of an offer issued by Helin Data may include new fees.

3.3 Even after the conclusion of an agreement prices of goods may vary, due to fluctuations in market conditions, and are therefore not binding. In case Helin Data orders goods for Client, and the goods are in total 10% (ten percent) more expensive than offered, Helin Data enters into mutual consultation with Client prior to actually ordering the goods.

3.4 The offer issued by Helin Data will include an order of precedence between the different documents. If parties did not agree upon a specific order of precedence the offer of Helin Data will prevail over these Terms & Conditions.

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ARTICLE 4: TERM OF THE AGREEMENT

1. 4.1 If no specific term is included in the agreement and the Services do not end by fulfilment of the assignment, the term of the agreement will be one year. The term of the agreement between Helin Data and Client will each time be renewed automatically for one year unless either Helin Data or Client terminates the agreement with due observance of a notice period of three (3) months before the end of the term.
2. 4.2 If the agreement has been entered into for an indefinite period of time and the Services do not end by fulfilment of the assignment, either of the Parties may terminate the agreement in writing, with due observance of the agreed notice period, in the absence of which a notice period of three (3) months shall apply.

ARTICLE 5: DELIVERY TERMS

5.1 Helin Data takes reasonable commercial efforts to observe (delivery) periods and/or (delivery) dates as much as possible. (Delivery) periods and/or (completion) dates agreed by Helin Data have been determined to the best of its knowledge on the basis of the information known to Helin Data at the time of entering into the agreement and do only apply as target periods and target dates and are never a fatal deadline (in Dutch: ‘fatale termijn’). Helin Data will not be bound to any (delivery) period or (completion) date if parties have agreed to a change in the content and/or scope in the agreement, the requested Services or goods, a change in the approach of the implementation of the Services or goods, or the unavailability of the Client personnel or the information or access needed for Helin Data to perform the Services. The mere exceeding of a (delivery) term and/or (delivery) date shall not cause Helin Data to be in default. Helin Data shall never be liable for (the consequences of) exceeding an agreed (delivery) term or failure to meet a (delivery) date.

ARTICLE 6: FEES AND PAYMENT TERMS

6.1 All prices, rates, tariffs, or any other fees provided or communicated by Helin Data, are exclusive of turnover tax (VAT) and other government levies that have been or are later imposed. The Client shall pay all amounts due in the currency that is stated on the invoice. Unless specifically stated otherwise all prices, rates, tariffs or any other fees are in Euros. The Client will not suspend any payment or set off any amounts due.

6.2 If the agreement between Helin Data and the Client does not include a specific invoice schedule, all annual fees are due in advance per year. All other fees will be invoiced on a monthly basis.

6.3 Unless agreed otherwise, payments must be made in the manner indicated by Helin Data within a 14 (fourteen) day period after the invoice date. If the Client exceeds this term, the Client will be in default by operation of law and default interest of 1% (one percent) per month will become payable by the Client to Helin Data.

6.4 If Client continues to fail to meet its payment obligations to Helin Data even after a reminder or notice of default has been issued, Helin Data may assign the claim to a third party and, in addition to the total fees owed, Client is also obliged to pay all reasonable judicial and extrajudicial costs, including (but not limited to) all costs charged by external experts. This is without prejudice to Helin Data's other statutory and contractual rights.

6.5 Helin Data will not be bound by any available budget communicated to Helin Data by the Client. A budget included in an offer or agreement is an estimation only unless explicitly stated as a fixed price for specific activities. The prices included in an offer or agreement apply only to the work described in that offer or agreement. The Client cannot derive any rights from the quoted fees for any work still to be agreed upon.

6.6 Helin Data is entitled to adjust the hourly rates and any other (periodic) fees communicated by Helin Data annually, without the possibility of early termination of the agreement, in accordance with the ‘Dienstenprijsindex – DPI (2021=100)’. Helin Data will notify Client of price adjustments as referred to in this article at least 30 days in advance. This limitation to adjust the fees charged by Helin Data applies only with respect to the initial contract period and does not apply to any (optional) renewal. related to the use of technology, services or goods provided by third parties. Any (optional) renewal will be subject to the then current fees and hourly rates as set by Helin Data.

6.7 In the event that a monopolistic vendor modifies its pricing, Helin Data reserves the right to adjust its prices (outside the agreed upon possibility to subject prices and rates to indexation) accordingly.Upon first request of Client, Helin Data provides copies of documents which proof the modified pricing of the aforementioned monopolistic vendor.

6.8 Helin Data is entitled to request an advance payment before starting work in the context of the agreement. The advance will be set off against the last invoice that will be sent to the Client in the context of the agreement.

6.9 Complaints about invoices must be submitted to Helin Data in writing within 10 (ten) days after date of dispatch of the invoices. After expiry of the aforementioned term, the Client is deemed to have approved the invoices, after which the right of complaint is extinguished. Submitting a complaint does not release the Client from its payment obligations.

6.10 If Helin Data performs activities outside of the scope of the agreed Services, or if Helin Data is requested to perform assistance at the Client' request with regard to complying with GDPR or (internal) laws and regulations or certifications applicable to Client, or if the scope the agreed Services changes at Client’s request, Helin Data will charge these activities for the then current (hourly) rates of Helin Data, unless the agreement includes a specific arrangement for these circumstances.

6.11 Helin Data may retain all information, documents, software and/or data files received or created in the context of the agreement, despite an existing obligation to hand these over or transfer them, until the Client has paid all sums due to Helin Data.

6.12 If the Client consists of more than one natural and/or legal persons, each of these persons shall be joint and severally liable in respect of payment of the amounts due on the basis of the Agreement.

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ARTICLE 7: CONFIDENTIALITY

7.1 Both Helin Data and the Client shall ensure that Confidential Information provided to them by the other party shall remain secret and shall not share, disclose, or otherwise disclose Confidential Information with third parties. The receiving party shall subject the Confidential Information to reasonable measures to keep it secret. Helin Data shall be entitled to disclose such Confidential Information to Affiliated companies, personnel or third parties engaged in the performance of the agreement,) and/or insurers, insurance brokers, third party (legal) advisers, auditors and/or accountants, provided that they are under an obligation of confidentiality, which obligation shall be no less stringent than that set out in this article, on the understanding that Helin Data shall at all times remain responsible for compliance by these parties with such obligations of confidentiality.

7.2 The confidentiality obligations are not applicable to Confidential Information that: (i) is or becomes publicly available other than by breach of this agreement; (ii) was lawfully in the possession of the Receiving Party prior to the disclosing of the Confidential Information by the Disclosing Party as recorded in its files; (iii) has been obtained by the Receiving Party from a third party lawfully in the possession of such information and without a breach of such third party’s obligations of confidentiality related to that information; (iv) has been independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; (v) the Receiving Party is required to disclose by an order from a competent court or authorized governmental authority or regulatory body, provided that in such event the Receiving Party shall give immediate notification to the Disclosing Party, to the extent permitted by law, provided that the Receiving Party shall take all reasonable measures to limit the Confidential Information that needs to be provided and seek appropriate relief to protect the confidentiality of the Confidential Information provided.

7.3 Nothing in the agreement prevents or hinders Helin Data from providing Services or deliver goods equal to or comparable with Services or delivered goods to other clients or to use or share knowledge, experience and skills acquired during the performance of the Services or arising from the Services, or the delivery of goods, subject to the confidentiality obligations set out in article.

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ARTICLE 8: PRIVACY AND DATA PROCESSING

8.1 Helin Data may process personal data (as defined in the GDPR) while performing the Services for the Client. If and to the extent necessary, parties will agree upon a separate data processing agreement. Helin Data will process the data as a processor as defined in the GDPR, on the Client’s request and in accordance with the instructions provided by the Client.

8.2 Helin Data is entitled to use video material, which belongs to the Client, for AI training models aimed at product improvement.

ARTICLE 9: INTELLECTUAL PROPERTY RIGHTS

9.1 Nothing in these Terms and Conditions is to be read as a(n) (obligation to) transfer intellectual property rights. All intellectual property rights arising from the performance of or related to the goods and Services by or on behalf of Helin Data, including but not limited to intellectual property rights to the software, websites, data, files, databases, hardware, training, testing material, as well as analyses, designs, documentation, reports, offers including preparatory or concept materials, belong exclusively to Helin Data, its, licensor(s) and/or supplier(s) engaged by Helin Data.

9.2 The Client shall only have the right of use expressively granted in writing in the agreement or based on the applicable law. The Client is allowed to use the result of the Services for its own internal business unless explicitly agreed otherwise in writing. All rights to use (parts of) the Services are, unless explicitly otherwise agreed upon in writing, non-exclusive, non-transferable, and non-sublicensable. These limitations are also applicable to any documents, analyses, reports, or suchlike, that Helin Data might deliver to the Client as (part of the) Services. The Client shall only use such documents, analyses, reports, or suchlike for Client’s internal purposes. Rights of use will be granted to the Client under the condition that the Client has paid in full and properly all of the fees due to Helin Data.

9.3 Helin Data indemnifies the Client against any legal action by a third party based on the allegation that materials developed by Helin Data itself for the Client infringes an intellectual property right of that third party, on the condition that the Client immediately informs Helin Data in writing of the existence and content of the legal action and leaves the handling of the matter, including but not limited to making any settlements, entirely to Helin Data. To this end, the Client will provide the necessary powers of attorney, information, and cooperation to Helin Data to defend itself, if necessary, in the name of the Client, against these legal claims. This obligation to indemnify does not apply if the alleged infringement relates (i) to materials made available by the Client to Helin Data for use, modification, processing, incorporation, or maintenance (ii) to changes made by or on behalf of the Client to the materials without Helin Data’s prior written consent.

9.4 If it is irrevocably established at court that the materials developed by Helin Data itself infringe any intellectual property right belonging to a third party, or if in Helin Data’s opinion there is a reasonable chance that such an infringement will occur, Helin Data will, if possible, ensure that Client can continue to use the Services agreed upon, or functionally equivalent other Services. Any other or more far-reaching indemnification obligation on the part of Helin Data is excluded. The Client is not entitled to (request a third party to) remove any indications in Goods or Services provided by or on behalf of Helin Data which relate to the confidential nature or the intellectual property rights or have them changed.

ARTICLE 10: INFORMATION PROVIDED BY THE CLIENT

10.1 The Client guarantees that the information, data and/or materials, including but not limited to preparatory material, provided to Helin Data, or processed by Helin Data, do not violate any rights of third parties and that Helin Data and its subcontractors and technology parties used to perform the Services or deliver the goods, are entitled to use and process these for the performance of the Services. Client indemnifies Helin Data and subcontractors and technology parties used to perform the Services or deliver the goods, for any and all losses, damages, fines, demands, costs, fees and liabilities of whatever kind related to any claim by a third party based on the allegation that making the relevant information, data and/or materials available in such a way, as well as using these for the performance of the Services or the delivery of goods, infringes any right of a third party, whether or not related to GDPR, unless the Client proves that the facts on which a claim is based are attributable to an attributable failure of Helin Data to perform the agreement.

ARTICLE 11: TERMINATION OF THE AGREEMENT

11.1 Both Helin Data and the Client are entitled to terminate the agreement at any time without notice of default and without judicial intervention by giving written notice to the other party: (i) if the other party is granted a suspension of payments (ii) if a petition for bankruptcy is filed in respect of the other party (iii) if the other party’s business is wound up or terminated other than for the purpose of reconstruction or amalgamation of companies.

11.2 Helin Data is entitled to terminate the agreement in full or in part at any time without notice of default and without judicial intervention by giving written notice to the Client if the decisive Control over the Client’s business changes or in case Helin Data or any of its subcontractors or partners used to provide the goods or perform the services is obliged to do so as a result of imposed legal sanctions that are applicable to (part of) the services or any of the parties to the agreement.

11.3 Subject to the provisions of article 4 of these Terms and Conditions, the Client is not entitled to prematurely terminate an agreement entered into for a definite or fixed period or an agreement that ends by fulfilment of the assignment. Article 7:408 sub 1 of the Dutch Civil Code will not apply between the Client and Helin Data.

11.4 Both Helin Data and the Client shall only be entitled to dissolve (in Dutch: ontbinden) the agreement following an imputable failure in the performance of the agreement if the other party, in all cases after a written notice of default as detailed as possible setting the other party a reasonable period for remedying the failure, should still imputably fails to meet its essential obligations under the agreement. Amounts invoiced by Helin Data prior to dissolution in connection with what it has already properly performed or delivered in the performance of the agreement will remain due in full and will become immediately due and payable at the time of dissolution.

11.5 Dissolution of the agreement by the Client is in all cases limited to that part of the agreement relating to the service in respect of which Helin Data has failed imputably. If the Client dissolves the agreement (in whole or in part) and has already received performance for the performance of the agreement, this performance and the related payment obligations will not be subject to cancellation, unless the Client proves that Helin Data is in default with regard to the essential part of these performance.

11.6 Unless performance by Helin Data is permanently impossible, Helin Data is exclusively liable for an attributable failure in the performance of the agreement if the Client promptly serves Helin Data with a written notice of default, granting a reasonable term for remedying the failure, and Helin Data continues to fail to meet its obligations after the reasonable term passed. The notice of default must contain a description of the breach that is as complete and detailed as possible, in order for Helin Data to respond adequately.

11.7 Helin Data shall not be obliged to refund any fees or payments already received and/or to compensate any damages due to termination based on this article 14.

ARTICLE 12: LIABILITY

12.1 Helin Data’s maximum liability arising from or in connection with the agreement, wrongful act, or any other legal basis whatsoever, including any failure to comply with an agreed guarantee or indemnification obligation, is limited to compensating direct damage to a maximum of one hundred percent (100%) of fees received by Helin Data (excl. VAT) for the Services or goods in respect of which Helin Data fails to perform.

12.2 If the agreement is primarily a continuing performance agreement with a term of more than one year, the fee stipulated for the agreement will be set at the total of the fees (excluding VAT) received for the Services or goods in question for 6 months. Under no circumstances, will Helin Data’s total liability for direct damage, for whatever reason, exceed € 100,000 (one hundred thousand Euros).

12.3 Helin Data’s liability for damage due to death, bodily injury or because of material damage to goods shall never exceed a total of € 1,250,000 (one million two hundred and fifty thousand Euros).

12.4 Helin Data will not be liable for indirect damage, consequential and/or special loss or damage, or loss or damage for or related to (i) reduced goodwill or damage to reputation, (ii) damage due to business stagnation or interruption, (iii) loss of business contracts, (iv) damage as a result of claims by the Clients customers, (v) loss of profit savings and/or turnover, (vi) costs of retrieving or restoring data, (vii) damage resulting from or in connection with software, materials, data, information and/or instructions provided by or on behalf of the Client which are incomplete, incorrect, inaccurate, illegible or otherwise defective.

12.5 Nothing in these Terms and the Conditions shall exclude or limit Helin Data’s liability to the extent that this liability cannot be excluded or limited by law.

12.6 It is understood and agreed that it is in the best interests of the parties that certain risks of the enterprise in which they are engaged should be identified and allocated as between them. It is, therefore, the intent of this paragraph to provide for indemnity as set out below to the maximum extent permitted by law and to support such indemnity by liability insurance coverage to be furnished by the indemnitor (knock for knock). This paragraph only applies in case: (i) Services are physically rendered or goods are delivered at work site of (end)customer and the work site is a drilling rig; and (ii) the hereafter mentioned damages and/or losses occur during the performance or non-performance of the Services or goods at the work site.

12.6.1 Helin Group shall not be responsible for loss of, or damage to, any property of any member of the Client Group, or for personal injury or death of any member of the Client Group arising out of, or in any way connected with, the performance or non-performance under these Terms and Conditions and in any circumstances, even if such loss, damage or personal injury is caused wholly or partially by the act, neglect, breach of duty (whether statutory or otherwise) or default of Helin Data Group; and the Client Group shall indemnify, protect, defend and hold harmless the Helin Data Group from any and all claims, costs, expenses, actions, proceedings, suits, demands and liabilities whatsoever arising out of or in connection with such loss, damage, personal injury or death.

12.6.2 The Client Group shall not be responsible for loss of, or damage to any property of any member of the Helin Group, or for personal injury or death of any member the Helin Group arising out of, or in any way connected with, the performance or non-performance under this these Terms and Conditions whatsoever and in any circumstances, even if such loss, damage or personal injury is caused wholly or partially by the act, neglect, breach of duty (whether statutory or otherwise) or default of the Client Group; and the Helin Group shall indemnify, protect, defend and hold harmless the Client Group from any and all claims, costs, expenses, actions, proceedings, suits, demands and liabilities whatsoever arising out of or in connection with such loss, damage, personal injury or death.

12.7 A condition for the creation of any right to compensation is always that Client reports the damage to Helin Data in writing as soon as possible after it has arisen, at the latest within one (1) year.

12.8 The provisions of this article as well as all other limitations and exclusions of liability also apply to the benefit of subcontractors and other (legal) persons or entities used by Helin Data in the performance of the agreement.

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ARTICLE 13: FORCE MAJEURE

13.1 Neither party is obliged to fulfil any obligation, including any statutory and/or agreed guarantee obligation, if that party is prevented from doing so as a result of force majeure or other circumstances beyond the party’s reasonable control. Force majeure on the part of Helin Data is understood to include, but is not limited to: (i) force majeure or circumstances beyond the reasonable control on the part of suppliers of Helin Data or subcontractors (ii) failure of suppliers prescribed by the Client to properly fulfil their obligations, (iii) defectivener of goods, software or materials or files of third parties the use of which has been prescribed by the Client to Helin Data, (iv) actions, omissions or failure to respond in a timely manner by regulatory or governmental bodies (including but not limited to the implementation of laws or regulations or other governmental acts affecting the provision of the Services), (v) government measures, (vi) power cuts, (vii) disruption of the internet, data network or telecommunications facilities, (viii) war or terrorism, (ix) epidemic and/or pandemic, (x) general transport problems, (xi) strikes in the country where Helin Data is vested.

13.2 If a situation of force majeure lasts longer than ninety days, both Helin Data and the Client have the right to dissolve the agreement in writing. What has already been performed on the basis of the agreement between Helin Data and the Client will in that case be settled proportionately.

ARTICLE 14: MISCELLANEOUS

14.1 Notices sent under the agreement shall be in writing addressed to the other party at its registered office or principal place of business or any other address that parties agreed upon.

14.2 Helin Data is allowed to use the Client’ logo as a customer reference in presentations and on the Helin Data website. If Helin Data wishes to use the Client’ logo for different purposes or in a different matter, the Client’ prior approval is required.

14.3 The Client may not assign, pledge, or otherwise transfer, its rights or delegate its duties or obligations under agreements with Helin Data without Helin Data’ prior written consent. Any attempt to do so is void.

14.4 Helin Data is entitled to sell, pledge, or otherwise transfer its claims for payment of any fees or other sums due to a third party.

ARTICLE 15: APPLICABLE LAW AND COURT

15.1 The agreements between Helin Data and the Client are governed by the laws of the Netherlands. Applicability of the Vienna Convention 1980 is explicitly excluded.

15.2 Any dispute arising out of or in connection with the agreements between Helin Data and the Client shall be submitted to the jurisdiction of the competent courts of Rotterdam, the Netherlands.

Section 2 - Services

The provisions in this section ‘Services’ apply, apart form the General provisions of these Terms and Conditions, if the agreement includes parts of the Services provided by Helin Data.

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ARTICLE 16: CLIENT RESPONSIBILITIES

16.1 Helin Data and the Client acknowledge that constructive, correct, and timely mutual cooperation is important for the success of the Services. Client always provides all necessary cooperation in a timely manner and provides all information that may be necessary for the execution of the agreement. The Client guarantees that the information provided is complete, accurate and correct. Helin Data reserves the right to suspend the performance of the Services if, (i) in its reasonable opinion, the cooperation and/or information necessary to complete the Services and which Helin Data explicitly requested is not provided, incorrect and/or inadequate or (ii) in case any payment obligation of the Client is overdue. Furthermore Helin Data is entitled to charge a reasonable fee for the delay in the performance of the Services.

16.2 The Client is fully and exclusively responsible for the selection, use, management, and implementation of the (results of) the Services or any part thereof. Helin Data does not guarantee that its Services, or results of the Services are complete or correct. If Services include the use of or access to software, the software will be provided and accepted ‘as-is’, therefore, with all visible and invisible errors and defects, without prejudice to any explicit guarantee obligation.

16.3 If for the performance of the Services, at the request or instruction of the Client, certain third-party software is used by or on behalf of the Client in the performance of the Services, the risks with regard to errors, defects, and interruptions in the operation of the software concerned are entirely and exclusively at the Client’s risk.

16.4 Helin Data is not obliged to follow (changed) instructions that change the scope of the Services. Services performed following such directions or instructions will be charged to the Client in accordance with the agreed or, in the absence thereof, Helin Data's usual (hourly) rates.

16.5 The Client will not, and will not allow its user to, (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law or the agreement); (b) sell, resell, sublicense, transfer, or distribute the Services; or (c) access or use the Services and/or the any technical support services that might be provided by Helin Data (i) in a manner intended to avoid incurring fees; (ii) in a manner that breaches, or causes the breach of all applicable export and re-export control laws and regulations.

16.6 The Client is not allowed to use or procure the Services for a third party. If the Client procures the Services for a third party, whether an Affiliate or not, Client remains responsible for ensuring that such a third-party acts in accordance with the terms and conditions of the agreement. Client indemnifies Helin Data and/its Affiliate(s) against any and all losses, damages, fines, demands, costs, expenses, fees, and other liabilities of any nature incurred by Helin Data as a result of a claim or action brought by a third party for which the Services were procured.

16.7 The Client grants to Helin Data, its subsidiaries, and the third parties used to perform or provide the Services to the Client a worldwide, perpetual, irrevocable royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or users relating to the operation of the Services. If Clients (including any user) provides Helin Data with any feedback or suggestions regarding the Services ("Feedback"), Helin Data, its subsidiaries and the third parties used to perform or provide the Services to the Client, may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to the Client or any user provided that the Feedback does not identify any client or user.

16.8 If requested by Helin Data, Client will provide the necessary assistance in any investigation with respect to compliance with the applicable restrictions on the use of the Services.

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ARTICLE 17: PERFORMANCE OF THE SERVICES

17.1 Helin Data performs the Services with commercial reasonable care and competence with a degree of care which may reasonably be expected of a commercial party engaged in Services similar to those Services provided by Helin Data, and in accordance with the technical and/or functional specifications explicitly agreed upon in writing with the Client.

17.2 Helin Data will perform the Services on business days during regular business hours of Helin Data place of business unless parties agreed otherwise.

17.3 Helin Data does not guarantee or ensure that the Services, will be suitable for Client’s intended use, goals, or purpose.

17.4 All Services provided by Helin Data are to be considered as an obligation of means (in Dutch: ‘inspanningsverplichting’).

17.5 Unless stipulated otherwise in the agreement, the Client is obliged at the first request, and in the absence of such request, after completion of the Services, to cease all use of software or Services made available by or on behalf of Helin Data and at Helin Data’s request, to immediately permanently remove it from the systems used by Client. If so requested, the Client will immediately confirm its compliance with this obligation in writing to Helin Data.

ARTICLE 18: PERSONNEL

18.1 The personnel that provides the Services on behalf of Helin Data have the qualifications agreed upon in writing. Helin Data is entitled to replace that personnel during the term of the agreement.

18.2 The Client will provide competent and expert personnel who have the necessary knowledge of and are sufficiently familiar with the processes, objectives, organization, infrastructure, systems, (information) security and other relevant matters for the performance of the agreement.

18.3 If Helin Data’s personnel needs access to the Client’s premises to perform the Services, the personnel will comply with all reasonable rules and procedures applicable at that Client’s premises which have been made known to Helin Data in advance.

18.4 If the Services need to be performed at the Client (or its suppliers) premises, the Client shall ensure that these premises are safe and a suitable working space for Helin Data’ personnel will be available in a timely matter and compliant with the applicable laws and regulations. If and to the extent necessary to perform the Services (whether remotely or on premises), the Client will arrange any (digital and/or physical) access as requested by Helin Data personnel.

18.5 Helin Data is entitled to use Affiliated companies and/or subcontractors without the prior written consent of the Client. Helin Data remains responsible for the performance of the agreement.

18.6 During the term of the agreement as well as for a period of one (1) year after the termination date, the Client is not entitled to (let third parties on their behalf) offer and / or solicit Helin Data’ personnel (and/or any subcontractor used by Helin Data for the performance of the Services) to work for the Client or for an Affiliate of the Client.

Section 3 - Software-as-a-Services (SaaS)

The provisions in this section ‘Software-as-a-Service (SaaS) apply, apart from the General provisions and Services section of these Terms and Conditions, if the agreement includes the provision of SaaS, by Helin Data to the Client.

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ARTICLE 19: SAAS IMPLEMENTATION AND ACCESS

19.1 The Client may solely use the SaaS Services for its own organisation or company and only insofar as required for the use intended by Helin Data. The Client may not allow third parties to make use of the SaaS Services.

19.2 The Client only pays for the use of the functionality of the SaaS services. The Client is therefore not granted any license, but is granted a right to use the functionality of the underlying software. The Client pays the subscription fee as set out in the agreement or offer provided by Helin Data.

19.3 The Client is not entitled to amend the parameters that determine scope of use or the payment due to Helin Data for the access to the SaaS Services.

19.4 Helin Data may continue to provide the SaaS Services using a new or modified version of the underlying software. Helin Data is not obliged to maintain, modify or add particular features or functionalities of the SaaS specifically for the Client.

19.5 Supplier may temporarily put all or part of the SaaS out of service for preventive, corrective, or adaptive maintenance services of other forms of service. Helin Data ensures that the period during which the SaaS is out of operation does not take longer than necessary and ensures, where possible that the service takes place at times when the SaaS us usually used least intensively.

19.6 Helin Data is never obliged to provide the Client with a physical carries or download of the underlying software.

19.7 Unless parties agree explicitly otherwise in the agreement, the Client itself is responsible for designing, configuring, parameterizing and tuning the SaaS, converting and uploading possible data and, where required, for modifying the hardware and user environment used.
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ARTICLE 20: SERVICES

20.1 Helin Data does not guarantee that the SaaS is free of errors and functions without interruptions. Helin Data makes every effort to repair the errors in the underlying software within a reasonable period of time if and insofar as underlying software has been developed by Helin Data itself and the Client has provided Helin Data with a detailed, written description of the relevant errors.

20.2 In a particular case, Helin Data may postpone repairing errors until a new version of the underlying software is put into service. Helin Data does not guarantee that errors in the SaaS that has not been developed by Helin Data itself are repaired. Helin Data is entitled to install temporary solutions, program bypass pr problem-avoiding restrictions in the SaaS.

20.3 The Client will make sure that its end users will administer their login credentials regarding the SaaS services with great due care.
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ARTICLE 21: SERVICE LEVEL AGREEMENT

21.1 The SaaS Services might be subject to a separate Service Level Agreement. The Service Level Agreement is deemed to form an integral part of the agreement between the Parties that described the provisions of the Services. The Service Level Agreement can therefore not be terminated other than if the overall agreement would be terminated.

21.2 Not meeting a single service level does not constitute a default on the side of Helin Data. Only when services levels are not met structurally by Helin Data, Helin Data is in default, however, only in case Helin Data was provided a notice of default by Client, in which notice of default Helin Data was granted a reasonable amount of time to improve its performance in the context of meeting service levels.The offer issued by Helin Data will include an order of precedence between the different documents. If parties did not agree upon a specific order of precedence the Service Level Agreement of Helin Data will prevail over these Terms & Conditions.

Section 4 - On-premise software

21.3 If the Client purchases licenses regarding on premise software, Helin Data grants Client the right to:

(A) install and use the software on their computers and/or servers. This use is strictly for internal business purposes and must be on the platforms and in the amounts specified in the agreement.

(B) create a reasonable number of copies of the software for backup purposes. These copies should only be used when the original copy is not working or has been lost or destroyed.

21.4 Additionally, the Client is permitted to install copies of the software in a disaster recovery environment. This means that the software can be kept as a backup, but it should only be used in case of an emergency when the original software is not available.

21.5 The software is licensed, not sold. These General Terms and Conditions and/or the agreement only grants Client rights to use the software. Helin Data reserves all other rights. Client may use the software only as expressly permitted in these General Terms and Conditions and/or the agreement unless applicable law gives Client more rights despite this limitation. Client agrees that it will not, and will not permit others to:

(A) work around any technical protections in the software with an intent to exceed the scope of the licenses granted under these General Terms and Conditions;

(B) reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits despite this limitation;

(C) make more copies of the software than specified in these General Terms and Conditions and applicable agreement(s);

(D) publish the software for others to copy;

(E) rent, lease or lend the software; or (F) use the software to operate a service bureau or subscription service or for (commercial) software hosting services except as expressly permitted herein.

(G) use the software in an automated or robotic manner and/or make them available to third parties in an automated or robotic manner; (H) resell the software or create ASP-propositions or SaaS-propositions with the software.

21.6 The software licenses granted herein and/or in the agreement, are granted worldwide, non-sublicensable, non-exclusive, non-transferrable for the software in executable form.

Section 5 - Goods

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ARTICLE 22: DELIVERY OF GOODS

22.1 Delivery of goods agreed between Parties shall take place under the condition Ex Works in the meaning of the Incoterms 2020, except where agreed otherwise in writing.

22.2 The Client will accept the goods in the condition that it is in at the time of delivery (‘as is’), therefore with all visible and invisible errors and defects without prejudice to Helin Data’s obligations pursuant to the warranties.

22.3 All goods delivered to the Client by Helin Data shall remain the property of Helin Data until the Client has met all its payment obligations pursuant to the agreement in full. If the Client creates a new item (partly) from goods delivered by Helin Data, the Client shall only create this item for the benefit of Helin Data and the Client shall retain the newly created item for Helin Data until the Client has met its payments obligations in full; in this case Helin Data shall remain the owner of the newly created item until the Client has met its payment obligations in full.

22.4 Helin Data is only required to perform any kind of services with regard to the goods delivered if and to the extent parties explicitly agreed on such services.

ARTICLE 23: GUARANTEES WITH REGARD TO GOODS

23.1 Helin Data makes commercial reasonable efforts to repair defects in the material and manufacturing defects in goods sold, as well as defects in parts delivered by Helin data within the scope of the guarantee, within a reasonable period of time if these defects are reported, in detail, to Helin Data within a period of 3 months following delivery.

23.2 The obligations as included in this article do not apply if defects are entirely or partly caused by incorrect, careless or incompetent use by external circumstances (either by the Client or a third party).

23.3 Helin Data is always entitled if Helin Data deems necessary – to its sole opinion – to determine that replacement of the good would be the preferred option.

ARTICLE 23: RETENTION OF TITLE

24.1 All goods delivered to the Client remain the property of Helin Data or its suppliers until all sums due by the Client to Helin Data that are due under the agreement have been paid in full.

24.2 If the Client creates a new item (partly) from goods delivered by Helin Data, the Client shall only create this item for the benefit of Helin Data and the Client shall retain the newly created item for Helin Data until the Client has met its payments obligations in full; in this case Helin Data shall remain the owner of the newly created item until the Client has met its payment obligations in full.

24.3 Where applicable, rights are granted to the Client under the condition that the Client has paid all sums due under the agreement.

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