Last updated: February 2022

 

Master Subscription Agreement 

 

1. General 

1.1 BeAddy B.V. is providing a software solution to the Customer for media planning, creation, optimization and reporting. The nature of this service is specified in the Service Level Agreement.

 

1.2 These terms and conditions together with any other document expressly referred here, control the relationship between Customer and BeAddy B.V. (organization number 67518559) regarding the BeAddy service and any additional service.

 

1.3 The agreement gives the customer the right to use the BeAddy service. The right of usage is distributed via user licenses.

 

1.4 The service is considered to be delivered when the Order Confirmation is signed. The customer's obligation to pay commences upon the continuation of the trial period.

 

1.5 Terms of user support are specified in the Service Level Agreement.

 

1.6 Customer owns the data stored in relation to BeAddy B.V. performing services for Customer. BeAddy B.V. receives no rights to the customer's data under this agreement. BeAddy B.V. is however entitled to use anonymized data in creating benchmarks and cross-market analysis. x

 

1.7 BeAddy and Customer agree that customer information protection is performed in accordance with the European privacy regulations and complies with the General Data Protection Regulations. 

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2. Terms of agreement, terms of termination 

2.1 The contract period expiration date and the terms of termination as specified in the Order Confirmation.

 

2.2 Termination by Customer can only be done in accordance with Order Confirmation.

 

2.3 Termination according to clause 2.2 must be made in writing.

 

2.4 BeAddy B.V. is not required to refund any paid fees for the service. 

 

2.5 The agreement may not be transferred to third parties unless the other party has given its consent. BeAddy B.V., however, owns the right to transfer the right to receive payment under this agreement.

 

3. Fees for the service 

3.1 BeAddy B.V. will invoice the fee for the service monthly. The price information is stated exclusive of VAT. Payment terms: 30 days.

 

3.2 In the event of non-payment, BeAddy B.V. is entitled to block access to the service until full payment is received.

 

3.3 The fee includes all standard upgrades and updates to the BeAddy solution that BeAddy generally implements for all customers but excludes any services and custom products enhancements, adaptions and offerings that are not part of the Service Level Agreement.

 

3.4 Customer is required to pay fees for the service and the use thereof. The customer is also obliged to pay in accordance with VAT law. If payment has not been made by the due date at the latest, those charges may accrue late interest at the rate of 5% of the outstanding balance. The customer is also obliged to pay compensation for written payment reminders and for collection fees under applicable law.

 

4. Customer responsibility 

4.1 Customer has to comply with applicable legislation when using the service. The customer undertakes to safeguard BeAddy in such a way that BeAddy B.V. can never be held responsible for claims in connection with Customer-related use of the service.

 

4.2 Customer is responsible for ensuring that each user ID and password information giving access to the BeAddy platform is kept safely so that unauthorized users can not share it and use the system outside what is specified in this agreement. 

 

4.3 BeAddy B.V. is not liable for direct or indirect damages and financial losses due to errors, delays, imperfections, interruptions, missing deliveries or over-delivery, data loss, lack of availability or similar circumstances or events on behalf of the Customer.

 

4.4 BeAddy B.V. is not liable for direct or indirect damages and financial losses due to downtime, synchronization, information loss?

 

4.5 Notwithstanding anything contained in this agreement, BeAddy’s liability to the Customer, shall be limited to total amounts received by BeAddy during the term of this agreement.

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5. Changes to the terms, and product updates 

5.1 BeAddy B.V. is not entitled to change the terms of this contract without the consent of the Customer. Any proposed changes to the contract should be announced in good time and will come into effect when a new contract period begins.

 

5.2 BeAddy B.V. owns the right to and is expected to, continuously implement product updates. Updates that are deemed to be significant to the Customer should be announced to the Customer at least one week prior to implementation. 

 

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6. Force Majeure 

A party shall be exempted from damages and other penalties if the fulfillment of a particular undertaking is prevented or substantially obstructed by circumstances that a party could not reasonably afford or foresee. As a liberating circumstance, among other things, labor disputes, lightning strikes, fire, government regulations or other public regulations, errors in other operators' networks, the general scarcity of transport, goods or energy, or other similar circumstances. As soon as the obstacle is eliminated, the obligation shall be completed in accordance with the agreement.

 

7. Dispute 

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements. Disputes arising out of or relating to this Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands, court of Amsterdam.