ADDSECURE GENERAL TERMS AND CONDITIONS 24.

These General Terms and Conditions (“GTC”) Customer shall, in accordance with Supplier’s
apply to any agreement which refers to them. instructions if such are provided, carry out those
preparations that are necessary to enable
1. INTRODUCTION Supplier to carry out the Subscription Services.
These GTC apply to purchase or subscription of
4. SUBSCRIPTION SERVICES
Deliverables from the AddSecure group company
being party to the Agreement (“Supplier”). Supplier will provide Subscription Services
subject to Customer paying applicable fees and
If Customer is a consumer and mandatory
complying with its other obligations.
consumer law applies, then such legislation takes
precedence over these GTC. Supplier obligations
In case of conflict between Agreement Supplier shall carry out its undertakings in a
documents, these GTC takes precedence over professional manner and in accordance with the
other Agreement documents, unless otherwise Specification. Supplier may engage sub-
agreed in writing. contractors.
Supplier shall, subject to Customer having fulfilled
2. DEFINITIONS its obligations, make Subscription Services
“Agreement” means these GTC, the document available to Customer timely and in accordance
referring hereto and any appendices and other with the Specification, applying Supplier’s normal
documents thereto being in force from time to methods and standards.
time. Supplier is responsible for the transmission of
“Customer” means the legal or physical entity information within the Subscription Services all
entering into the Agreement with Supplier. the way to, and including, agreed connection
“Deliverables” means the products, software points.
and/or services described in the Specification to Supplier shall not change Customer’s event
be provided by Supplier. recipients, unless otherwise instructed by
“Products” means hardware, network Customer or an authorized third party.
components and other equipment described in Supplier’s responsibilities are limited to what is
the Specification to be delivered by Supplier as stated in the Agreement.
part of Subscription Services. Products do not
Customer obligations
include Purchased Products.
Customer is responsible for its and its users use
“Purchased Products” means equipment
of the Subscription Services. Customer may only
purchased by Customer from Supplier.
use Subscription Services for the purpose and to
Purchased Products are not delivered as part of
the extent stated in the Agreement.
Subscription Services.
Customer shall control the Deliverables to
“Specification” means the description of the
ascertain that they conform to the Specification
Deliverables.
and submit to Supplier, in writing, any complaint
“Subscription Services” means the concept of non-conformity without delay after having
under which Customer purchases and Supplier noticed a non-conformity.
provides Products, services, software and other
Customer decides who is authorized to use the
Deliverables (except Purchased Products).
Subscription Services. Customer shall
immediately inform Supplier if a user is no longer
3. ORDER AND DELIVERY authorized to access the Subscription Services.
Customer shall place orders in accordance with
Customer is responsible for the use of and to keep
Supplier’s then applicable order routines. Orders
codes, identities, passwords and similar sensitive
are not binding until confirmed by Supplier.
data provided by Supplier protected from
Delivery dates are non-binding estimates only. unauthorized use. Such information is confidential

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and must not be disclosed to unauthorized restrict Customer’s access to or use of the
persons. Subscription Services with immediate effect.
Customer shall comply with Supplier’s Products
instructions (if any) related to use of Subscription
Supplier may place Products at Customer to
Services.
deliver Subscription Services. Products remain
Customer shall have in place and be responsible Supplier’s property.
for all equipment, products, components,
Customer shall use, protect, take care of and
software, infrastructure, network connections,
maintain Products with proper attention and care
documentation and relations/contracts with third
and in accordance with Supplier’s instructions (if
parties that are not included in the Subscription
any). Customer may only use Products as part of
Services but necessary for Customer’s use
the Subscription Services during the term of the
thereof.
Agreement. Customer bears the risk of loss and
Customer is responsible to evaluate whether the deterioration of Products placed at Customer and
security of the Subscription Services, as shall, upon termination, without delay and at its
described in the Agreement and thereafter own cost and expense, return to Supplier the
changed, meets the requirements for Customer’s Products in the same condition as it was when
intended purpose. provided by Supplier (except for normal wear and
Customer is responsible for the consumption of tear). Customer is liable and shall compensate
electrical power necessary to use the Supplier for any loss of or damage to the Products
Subscription Services and to ensure that all or if the Products are not returned.
Products, equipment, software, infrastructure Supplier may charge Customer for repairing or
etcetera are adequately protected from intrusion replacing Products that are damaged or not
and other unauthorised access/manipulation. returned.
Customer may only connect equipment to the
Software
Subscription Services that Supplier has approved
and that complies with statutory requirements. Supplier may use software to deliver Subscription
Services and may allow Customer access to
Customer must immediately disconnect
software as part of Subscription Services.
equipment that disrupts the Subscription
Services, regardless of whether the equipment Subscription Services may include third party
has been approved by Supplier or not. software (including open source software), in
which case Customer hereby accepts the third
Customer is responsible for giving instructions to
party’s/open source’s license agreement that
event recipients regarding measures to be taken
applies for Customer’s use of such software.
in the event of alarms, including false alarms.
Supplier disclaims any liability whatsoever
Customer shall provide Supplier access to pertaining to third party/open source software.
facilities and information requested by Supplier in Supplier’s sole liability with regard to third party
order for Supplier to be able to provide the software is, if Customer so instructs in writing, to
Subscription Services. Customer shall notify forward to the relevant third party any claim
Supplier without delay of changes to such Customer may have.
information.
Services
Customer is responsible for storage, back-up and
copying of its data. Supplier shall carry out the services necessary to
make the Subscription Services work in
If Customer has connected equipment to the
accordance with the Specifications.
Subscription Services in breach of the
Agreement, Customer is liable for all damage Customer shall follow Supplier’s reasonable
caused and Customer shall pay Supplier for instructions to enable Supplier to carry out the
troubleshooting and correction of problems services referred to in the previous paragraph.
caused, thereby. Supplier may also suspend or

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Correction of faults less than 10 working days) deadline for

The Subscription Services are faulty if they do not rectification. If Supplier fails to rectify the fault
materially conform to the Specification. Supplier within the final deadline, Customer may terminate
will, with the exceptions mentioned below, correct the Agreement with immediate effect by written
faults in the Subscription Services. notice.
Supplier shall correct faults with the speed If Supplier fails to correct a fault in accordance
required by the circumstances. Supplier corrects with this Section 4, Supplier shall refund
faults during normal office hours. Customer a part of the Subscription Services fee
that corresponds to the fault.
The method of correction is decided by Supplier
and may differ depending the nature of the fault Sub-section “Correction of faults” describes
and service. Correction can be by means of Customer’s exclusive remedies and Supplier’s
instructions on how to circumvent the fault (work- exclusive liability with regard to faults in the
around). Subscription Services.
Depending the complexity of the fault and the Delay
impact it has, Supplier may provide Customer a If Supplier’s delivery of part or all of the
temporary solution, until the fault is permanently Subscription Services will not be possible as
corrected. estimated, Supplier shall notify Customer of a
Customer acknowledges the importance of new estimated delivery time. If delivery is not
reporting faults to Supplier without delay as faults made within the new estimated delivery time,
may become increasingly complex if Customer Customer may give Supplier a final and
waits with reporting it to Supplier. reasonable delivery time, which must be no less
Supplier is under no obligation to correct faults than 90 days. If Supplier does not deliver within
that do not prevent Customer from using the that time, Customer may, at its discretion, either
Subscription Services or are of minor importance. terminate (i) the delayed parts, or (ii) (if the delay
encompasses a substantial part of the
Supplier is not liable for faults caused by
Subscription Services) the Agreement, in which
• Customer or a third party not authorized by case Supplier shall, as its sole liability and
Supplier, Customer’s sole remedy, repay any prepaid
• Customer’s failure to provide correct and money related to the terminated part or
complete information timely, Agreement (as the case may be).
• Customer’s provision of erroneous, deficient Changes to Subscription Services
or incomplete system information, Supplier may, without notice, change the
• viruses or other malicious code, DDOS attacks Subscription Services or the manner in which they
or other external causes, provided Supplier are provided. If Supplier reasonable believes that
has taken reasonable measures to protect the the change may disrupt Customer’s use of the
Subscription Services from such attacks, Subscription Services, then Supplier shall provide
• Customer’s use of Subscription Services with Customer no less than 3 months written notice.
equipment, devices or software not provided Supplier’s change shall not conflict with the
by Supplier, Specifications.
• failure in communication (e.g. Internet or If the change requires adaptations to Customer’s
telecommunication), or environment, then Customer shall bear the costs
of such adaptations.
• other circumstances outside Supplier’s
control. Miscellaneous
If a fault in material respects prevents Customer Supplier may charge Customer for work and costs
from using the Subscription Services and Supplier incurred by Supplier due to complaints or reported
fails to rectify it within a reasonable time period faults, if it turns out there were no faults for which
(not being less than 30 days), Customer may, in Supplier is liable.
writing, give Supplier a final and reasonable (no

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If Customer exceeds the included data limit or submit to Supplier any complaint regarding visible
data connections, Supplier may charge Customer errors and damages as well as deficiencies in
therefore. quantity and other deviations from the order in
writing within 10 days from receiving the
5. LICENSES Purchased Products. Otherwise, Customer loses
Section 5 applies only to software licensed by Customer from its right to compensation and correction and will
Supplier. bear the costs and expenses for transport of
Customer is responsible to procure all hardware, supplementary and/or replacement deliveries.
software and infrastructure necessary to manage Warranty
and operate licensed software.
Supplier warrants that Purchased Products are
Supplier’s sole liability with regard to licensed free from errors upon delivery and will work, in all
software is, if Customer: material aspects, as set out in the order for a
• Purchases software maintenance from period of 12 months from delivery (“Warranty
Supplier; to correct to make the software work Period”).
substantially in accordance with its Purchased Products are faulty if they deviate from
specifications and to make such corrections the Specification or order (as the case may be)
available to Customer. and therefore cannot be used with the
• Does not purchase software maintenance Subscription Services.
from Supplier; to correct substantial errors in If Customer notifies Supplier of a fault in writing
the licensed software that Customer reports to within the Warranty Period, Supplier undertakes,
Supplier in writing within 90 days of getting at its own discretion, to correct the fault by either:
access to the licensed software.
a) modifying or repairing the Purchased Product
• Purchases support from Supplier; to make at a location of Supplier’s choice; or
support available to Customer during
b) deliver a replacement Purchased Product to
Supplier’s normal working hours.
Customer whereupon Supplier shall be deemed
Customer may purchase bespoke development of to have rectified the error when the replacement
licensed software from Supplier Purchased Product is received by Customer.
If Customer purchases software maintenance Return of Purchased Products (i) shall be agreed
from Supplier, Supplier may, but is under no in advance, (ii) shall be to a location designated
obligation to, provide Customer with by Supplier, and (iii) requires a return order or
enhancements of the licensed software. RMA (Return Material Authorization). Returns are
made at Customer’s risk and cost.
6. PURCHASED PRODUCTS Delivery of replacement Purchased Products are
Section 6 applies only to Purchased Products. made at Supplier’s risk and cost to the location
Delivery where the replaced Purchased Products were
placed (provided it is within the country in which
Purchased Products are delivered ExWorks
Supplier is registered).
Supplier’s warehouse (Incoterms 2020). If
Supplier is responsible for transport, Purchased If Supplier provides a replacement Purchased
Products are delivered CPT (Incoterms 2020) and Product before Customer returns the faulty one,
Supplier may charge Customer for costs Supplier may charge Customer list price for the
associated with the transport and Supplier’s then replacement Purchased Product. If the faulty
current administration fee. Purchased Product is returned to Supplier within
2 months from when the replacement Purchased
Sub-section “Delay” of Section 4 applies, mutatis
Product was delivered, Supplier will credit
mutandis, to delay of Purchased Products.
Customer the payment.
Customer shall examine the Purchased Products
If Supplier fails to correct or replace a faulty
to ascertain that there are no visible errors and
Purchased Product within a reasonable time,
damages and that it conforms to Customer’s
Customer may, in writing, give Supplier a final
order as confirmed by Supplier. Customer shall

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reasonable deadline of no less than 10 working If Supplier shall repair or install Purchased
days. If Supplier fails to correct or replace the Products and it is carried out outside Supplier’s
Purchased Product within the dead-line, premises, Customer shall ensure that Supplier
Customer may cancel the purchase, in which has necessary and timely access to the
case Customer shall return the Purchased Purchased Products.
Product and Supplier refund Customer the Supplier reserves the right to charge Customer for
purchase price less depreciation calculated on a work and costs incurred by Supplier due to faults
3 years straight-line basis. or complaints, if it turns out there are no fault for
The warranty does not apply to faults caused by which Supplier is liable.
• improper installation, storage or testing, For Purchased Products containing batteries,
• use of the Purchased Product for purposes Supplier reserves the right to decide if battery time
other than that for which it was designed, is too short to be covered by warranty.
If Customer is a consumer, the manufacturer’s
• failure to monitor or operate the Purchased
standard warranty applies in lieu of this Section 6.
Product in accordance with Supplier’s and
manufacturers’ instructions and good industry The remedies set out in this Section 6 is
practice, Customer’s sole remedies and Supplier’s sole
liability with regard to Purchased Products.
• attachment to, removal of or alteration of, any
part of the Purchased Product without
7. ADD-ON SERVICES
Supplier’s written approval,
Section 7 applies only to add-on services purchased by
• unusual mechanical, physical or electrical Customer from Supplier.
stress, Add-on services purchased by Customer together
• installation, modifications or repairs not carried with prices and other relevant conditions shall be
out by, Supplier, agreed in a separate document (“Optional
• use of spare parts and consumables not Services Description Document” or “OSDD”).
approved by Supplier, The OSDD becomes an integral part of the
Agreement when signed by both parties.
• transportation of the Purchased Product,
Customer shall make preparations and provide
• use with equipment, accessories or software Supplier information necessary to allow Supplier
not approved by Supplier, to provide the add-on services. Customer shall
• any other abuse, misuse, neglect or accident, notify Supplier without delay of any changes to
or such information.
• other events for which Supplier is not
responsible. 8. PRICES AND PAYMENT TERMS
Fees, invoicing fees and other compensation are
Producer liability
payable in accordance with Supplier’s then
Subject to Directive 2012/19/EU of the European current price list, unless otherwise agreed. All
Parliament and of the Council on waste electrical prices are exclusive of value-added and other
and electronic equipment (the WEEE Directive) or taxes and levies, which are charged in addition.
equivalent national implementation of the WEEE
Invoices are due 30 days after invoice date.
Directive (or any replacement regulation),
Supplier shall, at Customer’s written request, Supplier may invoice arrangement and
provide disassembly, transport and removal of administration fees when Supplier has accepted
Purchased Products and replacement Puchased Customer’s order.
Products subject to separate charge.
Miscellaneous
Ownership to Purchased Products are transferred
to Customer when Supplier has received payment
in full.

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Variable fees are invoiced monthly in arrears and recipients (e.g. of events and messages) and
fixed fees in advance. Supplier may start charging transmission method for events or other
Customer from the earlier of (i) the agreed start, communication, and (f) the name, telephone
and (ii) Supplier’s deployment of ordered number and contact person of distributors and
Deliverables. Other fees are invoiced monthly in installers.
arrears or upon delivery. To the extent the information above contains
If payment is not made in full, Supplier may (i) personal data, Supplier is controller of its
withhold delivery, (ii) refuse to grant or hold any processing. Supplier shall only use the personal
credit, (iii) require security or advance payment for data for the purposes stated above. Supplier shall
future deliveries, (iv) charge Customer for take appropriate technical and organisational
payment reminders, and/or (v) charge interest on measures to protect the information.
overdue amounts according to law. If Supplier processes personal data on behalf of
If Supplier incurs additional work or costs due to Customer, the parties shall enter into a Data
circumstances for which Supplier is not Processing Agreement provided by Supplier
responsible, Supplier may charge Customer for (unless otherwise agreed) and Supplier may
such work or costs in accordance with Supplier’s charge additional fees if Customer requires
then current price list. technical or organizational measures in addition
Supplier may change any fee with effect from the to those normally applied by Supplier.
following charging period. Such change shall be
notified Customer at least 1 month in advance via 10. TERM AND TERMINATION
e-mail, on invoice and/or Supplier’s website. If Term and termination for convenience
Supplier notifies Customer about a price increase
based on this paragraph, Customer may The Agreement enters into force when signed by
terminate the concerned part of the Agreement to both parties. Either party may terminate the
Agreement with no less than 3 months written
expire on the day that the price increase takes
notice to expire no earlier than after 12 months.
effect, subject to Supplier receiving a written
termination notice at least 2 weeks before. Customer may terminate the Agreement if
Supplier increases prices or changes these GTC,
In addition to the previous paragraph, Supplier
may, annually adjust its fees corresponding to the as stated in Sections 8 or 18.
change during the last 12 months in the Eurostat Partial termination
published Labour Cost Index by NACE, GEO Customer may terminate the Agreement partially
EU28 (or the index replacing this index in the (e.g. reduce the number of charged items) if, to
future), code J (Information and Communication) the extent and on the conditions agreed
D11 (Wages and Salaries), with the index figure separately.
for quarter 2 in the year the parties entered into
the Agreement as base. The adjustment is Termination for cause
effective as of the date specified by Supplier. The Agreement may be terminated in writing by
either party if the other party
9. PERSONAL DATA • suspends its payments generally or should
In order to invoice correctly, ensure that Customer enter into liquidation, commences proceeding
is represented by an authorised person and involving its insolvency, bankruptcy, non bona
prevent abuse, Supplier will process information fide reorganization, readjustment of debt,
about Customer in accordance with EU’s General dissolution, liquidation or any other similar
Data Protection Regulation (GDPR) and other proceeding for the relief of financially
applicable personal data protection regulations. distressed debtors,
The following information will be processed (a)
• becomes the object of any proceeding or
Customer’s name, address, invoicing address
action of the type described above and such
and company registration number, (b) Customer’s
proceeding or action remains undismissed for
telephone number, (c) Customer contact person,
a period of 30 days,
(d) location and address for installation, (e)

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• commits a material breach of the Agreement, 13. PRODUCT LIABILITY

which breach is capable of being remedied Customer shall indemnify Supplier if Supplier is
and not so remedied within 30 days of written found liable to a third party for damage or loss
notification thereof by the terminating party or, caused by equipment provided by Supplier,
if Supplier is the breaching party, presents a regardless if it has been used in accordance with
remediation plan within 30 days. the Agreement and Supplier’s instructions, to
• commits a material breach of the Agreement, person, real or movable property or the
which breach is not capable of being consequences of such damage or loss.
remedied, or The previous paragraph do not apply in case of
• fails to pay timely any sum owed and full Supplier’s gross negligence or if Supplier is liable
payment has not been received by the first pursuant to mandatory law.
party within 10 days of written reminder being If a third party brings a claim against Supplier or
sent to the other party. Customer for compensation for damage or loss
referred to in this clause, the other party shall
11. EFFECTS OF TERMINATION immediately be notified thereof in writing.
Upon termination of the Agreement or part
thereof, either party shall promptly return the 14. LIMITATION OF LIABILITY
other party’s confidential information, software Supplier is under no circumstances liable for any
and Products. Products included in the damage caused by Customer, third parties or
Subscription Services are returned to Supplier on events outside Supplier’s control.
Customer’s cost and expense. Licensed software Supplier is under no circumstances whatsoever
shall, as instructed by Supplier, either be returned liable for loss of production, loss of revenue, loss
or permanently destroyed. of profit, loss or corruption of data or other
Supplier may charge Customer until all software indirect, incidental or consequential damage or
and Products are returned. loss, including (except for Supplier’s
indemnification obligations under Section 16)
12. SUSPENSION Customer’s liability to pay compensation to a third
Supplier may temporarily limit or suspend party.
Customer’s access to or use of Subscription Except for Supplier’s indemnification obligations
Services if Supplier deems it necessary for in Section 16, Supplier’s liability is under all
technical, maintenance, operational or security circumstances limited to an amount equal to 20 %
reasons. Supplier shall, to the extent possible, of payments made by Customer under the
inform Customer in advance. Agreement during the month when the damage
Supplier may suspend its performance or occurred.
suspend or restrict Customer’s access to and use The party claiming breach of the Agreement shall
of Subscription Services with immediate effect: take reasonable measures to limit the damage.
a) if Customer fails to pay applicable fees when These GTC sets out Customer’s sole and
due, exclusive remedies and Supplier’s sole and
b) if Customer uses the Subscription Services or exclusive liability under the Agreement.
Supplier IPR in breach of the Agreement, or
c) if equipment or software has been connected 15. FORCE MAJEURE
to the Subscription Services without Supplier’s If a party is prevented from performing its
written consent. obligations under the Agreement or if the
performance is made significantly more difficult,
Supplier shall resume performance as soon as
expensive or delayed due to (i) circumstances
practicable possible after the reason for the
beyond that party’s reasonable control, such as
suspension/limitation event has ceased.
but not limited to, war, terrorist act, natural
disaster, strike, lockout (even if the party has
initiated it), sabotage, major accidents,

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epidemics, computer virus or other malicious assign, for any reason whatsoever, all or part of
software, lightning, electrical power cuts, fire, Supplier IPR.
flood, new or changed legislation or regulations,
Infringement
action taken by public authorities, mobilisation,
military call up, requisition, confiscation, Subject to the next paragraph, Supplier shall
insurgency or riot, deficiencies in a third party’s indemnify and defend Customer from a third
communication network, general shortage of party’s (not being an entity within Customer’s
transportation, goods or energy, or (ii) defaulted, group) claim of infringement of intellectual
erroneous or insufficient delivery or performance property rights arising from Customer’s use of
by a sub-contractor due to any of the Supplier IPR in accordance with the Agreement
circumstances in section (i) (together “Force (hereinafter ”Claims”), unless such Claims are
Majeure”), the party shall be excused, and the the result of Customer’s negligence, provided
dates by which performance are scheduled shall that;
be reasonable extended and the party shall not be • Customer promptly after receipt of a Claim
liable to pay damages or otherwise be liable. notifies Supplier thereof in writing,
A party availing itself of this provision shall without • Customer allows Supplier to conduct
undue delay notify the other party in writing of its negotiations with the claimant or intervene in
inability to perform. The party shall promptly notify any suit or action as well as decide the
the other party in writing when the Force Majeure defence and whether or not to enter into
condition ends. settlements and on what conditions,
If a party’s performance is substantially prevented • Customer furnishes to Supplier all data,
for more than three (3) months due to Force records and assistance within Customer’s
Majeure, either party may with immediate effect control which are relevant to the Claim, and
terminate the Agreement in writing with regard to • Supplier shall not be liable for any settlement
non-performed parts. entered into by Customer without Supplier’s
written consent.
16. INTELLECTUAL PROPERTY
Supplier is not liable for infringement caused by:
Section 16 does not apply to third party or open source
software, which is specifically regulated in Section 4 sub-
• use of Supplier IPR in breach of the
section “Software”. Agreement or Supplier’s instructions,
Rights • changes to Supplier IPR not made by Supplier,
or
Supplier and/or its licensors own all rights in and
to the intellectual property (e.g. software) • use of Supplier IPR in combination with
provided or made accessible, to Customer intellectual property not approved by Supplier
(“Supplier IPR”). in writing.
If and to the extent Customer gets access to If Supplier has reason to believe that Supplier IPR
Supplier IPR, Supplier hereby grants Customer a infringes a third party’s intellectual property rights,
limited, non-transferrable and non-exclusive right, Supplier shall at its own cost and expense and
during the term of the Agreement, to use such absolute discretion, either:
Supplier IPR solely in accordance with the • procure for Customer the right to continue
Agreement. using Supplier IPR,
Customer must not use, copy, modify, adapt, • modify or replace Supplier IPR so that it is no
translate, grant rights to, reverse engineer, longer infringing, provided it in material
decompile, disassemble, or otherwise attempt to aspects still meets the Specification, or
discover the source code of Supplier IPR, except • remove the infringing Supplier IPR and refund
as explicitly stated in the Agreement or permitted Customer a proportionate part of fees paid by
by mandatory law. Customer related to future use of the removed
Customer may neither directly nor indirectly Supplier IPR.
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Section 16 regulates exhaustively Customer’s • disclosure of information which is required by

rights and Supplier’s liability with regard to mandatory law or binding decision of a public
infringement of intellectual property rights. authority, or
Miscellaneous • information the receiving party can show was
Supplier may refer to Customer as a customer developed or created by it independently,
together with the services and products without any part thereof having been received
purchased by Customer. Any other use of the from the other party.
other party’s name, trademarks or other marks Documents, pictures and videos provided by
are subject to the other party’s written consent. Supplier shall remain the exclusive property of
To enable Supplier to, among other, monitoring Supplier and considered Supplier’s confidential
the Subscription Services, analyze statistical data information.
and develop its business concepts and services,
Customer consents to Supplier retrieving data 18. MISCELLANEOUS
from Customer’s use of Subscription Services, The Agreement supersedes all previous
provided always, that Supplier anonymizes all agreements relating to the subject matter of this
data. Supplier is the owner of such anonymized Agreement. Only amendments and additions to
data. the Agreement that are made in writing and
signed by authorized representatives of each
17. CONFIDENTIALITY party are valid.
Each party shall treat as confidential any If one or more provisions become invalid, illegal
information received from the other party, that are or unenforceable, such provisions shall be
of a commercial or technical nature or relating to replaced by provisions which are in their legal and
the other’s past, present or future research, commercial content, the most similar to the
development, services, products, software, invalid, illegal or unenforceable provisions. If such
business activities, processes, provision makes a party’s performance hereunder
telecommunications traffic content, inventions, unreasonably onerous, that party may terminate
formulas, customers or suppliers, disclosed in the Agreement.
writing, orally or any other form by the disclosing Neither party may wholly or partly assign or
party and which typically or explicitly is of a pledge the Agreement, its rights or obligations, to
confidential nature. Either party shall refrain from a third party, unless it is made as part of a bona
divulging such information to third parties without fide and solvent reorganization. Supplier may
written consent of the disclosing party. A party however assign the Agreement to another
may only use the other party’s confidential company within the AddSecure group without
information to perform its obligations or exercise Customer’s consent.
its rights under the Agreement and be made Sections that need to survive termination of the
known solely to its employees and subcontractors Agreement to give effect to them, shall survive
on a need-to-know basis. termination of the Agreement e.g. Sections 14
This provision shall not apply to: (Limitation of liability), 16 (Intellectual property),
• information that is or becomes generally 17 (Confidentiality), 18 (Miscellaneous) and 19
available to the public other than as a result of (Disputes and applicable law).
disclosure by the receiving party, Supplier may change these GTC by announcing
• information the receiving party can show was such change on Supplier’s webb site no less than
in its possession before its receipt from the 3 months before the change takes effect.
disclosing party, Changes of minor importance need not be
announced. Except for changes of minor
• information obtained from a third party who is importance, Customer may terminate one or more
free to divulge the same, Subscription Services to expire when the change
becomes effective. Such termination shall be in
writing and received by Supplier no later than 1

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month before the change becomes effective,

whereupon Supplier shall repay any fees related
to the time after termination.

19. DISPUTES AND APPLICABLE LAW

Any dispute, controversy or claim arising out of or
in connection with the Agreement shall be settled
by court in the capital of the country or state in
which Supplier is registered, and the law of the
same country/state shall apply without reference
to its conflict of law or choice of law provisions.
However, Supplier may bring action or
proceedings against Customer in any court
having jurisdiction over Customer, should
Customer be registered in a country that does not
recognize court rulings of the country in which
Supplier is registered.
The United Nations Convention on Contracts for
the International Sale of Goods (CISG) shall not
apply to the Agreement.
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