1. Professional Services

1.1. In addition to the Platform (as described below), the Client can request Services from Terra Reporting through electronic mail as set out in article 19.5 of these Terms and Conditions. The scope and applicable Fees for such Services shall be specified in the Order.

1.2. Terra Reporting shall provide the Services in complete independence and shall plan its activities as it sees fit. This independence constitutes an essential element of this Agreement, without which the Parties would not have concluded it. In no case shall this Agreement be interpreted as an employment contract between the Client and the person or persons assigned by Terra Reporting.

2. Platform and Services

2.1. Terra Reporting shall create an Account for the Client and shall provide to the Client login details on or promptly following the Effective Date in order to access the Platform. The moment whereupon the Client can effectively use the Services and Platform, depends on the implementation onboarding project as agreed upon between the Parties.

2.2. Subject to the terms set forth in these Terms and Conditions and the timely payment of the Subscription Fee, Terra Reporting hereby grants to the Client a personal, revocable, restricted, non-assignable, non-exclusive, non-transferable license, without the right to sublicense, to use the Services (i) for the internal business purposes of the Client, and (ii) to make the Platform and Services available to its End Users, during the Term and as set out in the relevant documentation. The extent of the license granted under these Terms and Conditions is restricted to the scope expressly set forth herein, and there are no implied licenses under these Terms. Terra Reporting reserves any right not expressly granted to the Client hereunder. Additionally, Terra Reporting shall, subject to the aforementioned conditions, provide the Platform and Services, as specified in the Order.

2.3. Subject to the terms set forth in these Terms and Conditions and the timely payment of the Onboarding Fee, Terra Reporting shall provide normal implementation and activation support (such as activation of the Account and onboarding training services, in order to become acquainted with the features of the Platform) (the “Onboarding Services”). Any other support and additional training required shall be subject to the applicable Fees as set forth in the Order. In the event the Client would request Onboarding Services, the Client will cooperate in good faith and provide Terra Reporting temporary full access to the Client Data and all other requested or required information and resources necessary for Terra Reporting to execute the Onboarding Services. In particular, the Client acknowledges and agrees that, certain parts of the Platform will not function (properly) and that the Client will not enjoy an optimal user experience, if it does not provide or no longer provides authorization to connect with certain third party components, as set forth in the documentation or Order. The Client shall be solely responsible to issue such authorization in a timely manner.

2.4. The Client can provide access to its End Users to use the Platform by creating an Account per End User through which the End Users can use the Platform in accordance with the applicable user role designated to it. The Client acknowledges and agrees that it remains solely responsible towards Terra Reporting with respect of the usage of the Platform by its End Users and their compliance with these Terms and Conditions.

2.5. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by Terra Reporting to the Client under this Agreement is subject to the following prohibitions. The Client must not and shall procure that its End Users shall not: (a) sub-license, hire, assign, distribute, transfer, sell, lease, rent charge or otherwise deal in or encumber its right to access and use the Platform; (b) permit any unauthorized person to access or use the Platform; (c) use the Platform to provide services to third parties other than the End Users; (d) republish or redistribute any content or material from the Platform; (e) make back-up copies of the Platform or the Object Code behind the Services or the Platform; (f) adapt, alter, translate or modify the Platform in any manner; (g) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by any applicable mandatory law; (h) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform; (i) intentionally distribute any virus, or other items of a destructive or deceptive nature or use the Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (j) remove or in any manner circumvent any technical or other protective measures in the Platform. The Client will inform Terra Reporting in writing of any infringement on these usage rights within ten (10) Business Days after the infringement took place.

2.6. The Client acknowledges to comply with all applicable laws relating to the use of the Platform.

3. Client Cooperation

3.1. The Client acknowledges and agrees that in order for Terra Reporting to effectively perform the Services in a proper, timely and efficient manner, the Client must cooperate with Terra Reporting by, at no cost, (i) making available on a timely basis management decisions, information, and approvals; and (ii) providing timely and appropriate access to the Client facilities, personnel, equipment, resources and systems, and any relevant information and documentation (to be accurate and complete) as necessary to facilitate the performance of the Services.

3.2. The Client shall use best efforts to promote the Services and the Platform to its End Users.

4. Client Data

4.1. During the usage of the Platform, the Client may upload Client Data (through the End Users or via an application programming interface, as applicable). The provision of such Client Data shall comply with the formats and standards provided by Terra Reporting.

4.2. The Client warrants that all Client Data provided in accordance with articles 4 and 5 shall at all times be true, accurate and not misleading. Terra Reporting reserves the right to edit or exclude any Client Data on becoming aware that it is incorrect or incomplete or in violation of these Terms and Conditions. Any complaints or claims in respect to the Client Data and its consumption, services rendered or offered by the Client or specific requests made by End User or third parties are to be dealt with by the Client, without mediation by or interference of Terra Reporting. Terra Reporting is not responsible for and disclaims any liability in respect of such claims. Terra Reporting may at all times and at its sole discretion (i) offer Client (support) services to an End User in this respect, (ii) act as intermediate between Client and End User, or (iii) otherwise assist an End User in its communication with or actions against the Client, in consideration for an additional Fee.

4.3. Unless explicitly agreed otherwise, the Client is solely responsible for the safety and security of the Client Data and for retaining (a back-up of) the original Client Data. Without prejudice to article 12.7, the Client may request Terra Reporting to return and/or place the uploaded Client Data at its disposal in a format outside the Platform. Upon such request, Terra Reporting, shall, to the best of its ability and in consideration for an additional Fee, provide and/or return the uploaded Client Data.

4.4. The Client hereby grants to Terra Reporting a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client’s Data to the extent reasonably required for the performance of Terra Reporting’s obligations and the exercise of Terra Reporting's rights under this Agreement. The Client also grants to Terra Reporting the right to sub-license these rights to its hosting, connectivity, telecommunications or other third party service providers to the extent reasonably required for the performance of Terra Reporting’s obligations and the exercise of Terra Reporting’s rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement. Notwithstanding the foregoing, Client Data shall remain the sole and exclusive property of Client.

4.5. The Client is fully and solely responsible for the Client Data provided to Terra Reporting. The Client warrants to Terra Reporting that the Client Data when used by Terra Reporting in accordance with this Agreement will not infringe the Intellectual Property Rights, privacy or any other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law and is not illegal, criminal, deceptive or fraudulent or any other action that is unlawful, and will not adversely or negatively affect or reflect Terra Reporting’s name, reputation or goodwill. The Client shall indemnify and hold harmless Terra Reporting against any loss or damage suffered arising out of or in connection with the Client Data.

5. Security and Usage

5.1. The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Platform using an Account and shall effect and maintain adequate security measures to safeguard the Platform from unauthorized use or copying by any person.

5.2. Terra Reporting shall use all reasonable endeavors to maintain the availability of the Services to the Client, but does not guarantee 100% availability.

5.3. The Client must not use the Platform: (a) in any way that is unlawful, illegal, fraudulent or harmful, or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

6. Usage Control

6.1. Terra Reporting has the right to monitor and inspect the usage of the Platform by the Client. If such inspection shows that the Client has underpaid the amount of Fees due to Terra Reporting, without prejudice to any other rights and remedies available to Terra Reporting, the Client shall promptly pay the amount of such underpayment to Terra Reporting together with the applicable late payment interest as specified in article 10.7.

7. Intellectual Property Rights

7.1. Terra Reporting is and remains or becomes (as applicable) the sole and exclusive owner of the Platform, the Services and applicable documentation and all related Intellectual Property Rights. Nothing herein shall convey title or any proprietary rights in or over the Platform, Services or applicable documentation to the Client or any third party. The Client shall not in any way acquire any title, rights of ownership, copyright, Intellectual Property Rights or other proprietary rights of whatever nature in the Platform or Services, including any materials provided under support services or in any copies of it.

7.2. The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Platform or Services, or visible during its operation, or on media or on any applicable documentation. Client shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.

8. Third Party Infringement Claims

8.1. Terra Reporting will be given prompt written notice of any third party claim on an alleged or actual infringement by the Platform or Services or other material made available by Terra Reporting, and will be granted the right to control and direct the defense and settlement of such a claim. The Client shall be entitled to participate in such proceedings at its own cost. Terra Reporting shall keep the Client regularly informed of the status of the proceedings and/or settlement negotiations. The Client agrees to reasonably cooperate with Terra Reporting in the defense and settlement of such a claim. In the event the Platform or the Services or such other material as referenced above, in Terra Reporting’s reasonable opinion, are likely to become or actually become the subject of a claim of infringement as set out above, Terra Reporting shall have the right, at its option and expense, to (i) modify or replace the (alleged) infringing material so that it becomes non-infringing while preserving substantially equivalent functionality; or (ii) obtain for the Client the right to continue to use, market and distribute such material as per the terms of this Agreement. In case any alleged or actual Intellectual Property Rights infringement relating to the Platform or Services arises the Client shall immediate cease the use thereof. In case the Client neglects this obligation, Terra Reporting may at its sole discretion terminate the Agreement with immediate effect and without any compensation or indemnification.

8.2. Terra Reporting shall have no liability for any claim which is based upon (i) the Client’s or End User’s unauthorized use of the Platform or the Services, (ii) Client’s, End User’s or any third party’s modification of any of the Platform, or (iii) Client’s or End User’s use of the Platform or Services in unauthorized or incompatible combination with any non-Terra Reporting products or services.

9. Confidentiality

9.1. Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose, whether in written, oral, electronic or other form, to any third party, other than its agents, officers, employees, professional advisors, insurers, subcontractors or consultants where such disclosure is necessary, any Confidential Information learned during the negotiation and performance of the Agreement. Confidential Information disclosed under this Agreement shall not be used by the receiving Party for any purpose other than as required for the performance of its obligations under the Agreement.

9.2. Both Parties shall take precautions to maintain the confidentiality of the Confidential Information and in particular the Parties covenant that they: (a) shall not copy or otherwise exploit any component of the Confidential Information other than as herein provided, nor make any disclosures with reference thereto to any third party, (b) shall promptly notify the disclosing Party if it becomes aware of any breach of confidence and give the disclosing Party all reasonable assistance in connection with the same.

9.3. The provisions of this article shall not apply to any secret or information which: (a) is published or comes into the public domain other than by a breach of the Agreement or, (b) can be shown to have been known by the receiving Party before disclosure by the disclosing Party or, (c) is lawfully obtained from a third party or, (d) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project.

9.4. The restrictions in this article do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request, provided that the receiving Party (i) gives the disclosing Party reasonable written notice prior to seek a protective order or equivalent, unless the receiving Party is legally prohibited from doing so; (ii) reasonably cooperates with the Disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy; (iii) discloses only that portion of the Confidential Information that it is legally required to disclose; and (iv) uses reasonable efforts to obtain reliable written assurances from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under applicable law or regulation.

9.5. The provisions of this article shall enter into force as from the start of negotiations between the Parties and shall continue in force during five (5) years following the termination of this Agreement.

10. Payment Terms

10.1. During the Term and as consideration for the license to use the Platform and to receive the Services, the Client agrees to pay the Fees as set forth in the Order. The Fees, costs or amounts due will become payable as set out in the Order and the Terms and Conditions. All payments under this Agreement shall be done by bank transfer, wireless transfer, credit card or any other agreed payment method (using such payment details as notified by Terra Reporting to the Client from time to time).

10.2. The Subscription Fee is payable in advance and will be invoiced on a yearly basis (i) immediately following the approval in writing by the Client of an Order for the Initial Term, and (ii) prior to the beginning of the next Renewal Term. The Onboarding Fee is payable in advance and shall be invoiced prior to the provision of the Onboarding Services, immediately following the approval in writing by the Client of an Order. The Client expressly acknowledges and agrees that any upfront payments made pursuant to these Terms and Conditions are final and non-refundable. If the Agreement is terminated early, the Client shall not be entitled to a refund whatsoever.

10.3. All other Fees due shall be invoiced monthly on a time and material basis at the then-current rates and are payable within thirty (30) calendar days following the date of invoice, unless the Parties have agreed otherwise in writing. On request, Terra Reporting shall inform the Client of the applicable rates.

10.4. Invoices shall be sent electronically, in PDF-format to the Client’s email address, specified in the Order, or in writing to the Client’s physical address if specifically requested by the Client.

10.5. The Client agrees to pay all Fees due to Terra Reporting under the provisions of this Agreement within thirty (30) calendar days of the date of invoice and in euro, unless Parties have agreed otherwise in writing. In the event of late payment, all Client Fees will immediately become due and payable.

10.6. All amounts payable to Terra Reporting under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay Terra Reporting such additional amounts as are necessary in order that the net amounts received by Terra Reporting after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Amounts stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state or local import, usage, value added, withholding or other taxes associated with the supply or use of the Platform or Services. The Client shall promptly reimburse Terra Reporting for any such taxes or duties paid by Terra Reporting.

10.7. The amount of any invoice which has not been paid within thirty (30) calendar days from the invoice date (or any longer period time if agreed between Terra Reporting and Client in an Order) shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 2 August 2002 on late payment interests in commercial transactions, which interest shall be compounded daily as of the due date until receipt of full payment by Terra Reporting. In addition, Client shall pay all costs incurred by Terra Reporting, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this article, with a minimum of 150 EUR. If the Client fails to pay any outstanding amounts within thirty (30) calendar days from receipt of a written default notice, Terra Reporting shall be entitled, notwithstanding article 12, to suspend its obligations and the Client’s rights hereunder until receipt of the full payment of such outstanding amounts.

10.8. Each invoice made by Terra Reporting shall be deemed to have been accepted by the Client if it is not disputed by registered letter sent to Terra Reporting wherein the reason for the dispute is explained, and this within fifteen (15) calendar days after the invoice date of that specific invoice.

10.9. In the event the use of the Platform, Services or support services give rise to additional costs and/or expenses for the Client from third parties (including but not limited to software integration costs), such costs are exclusively the Client’s responsibility and cannot be claimed from Terra Reporting.

10.10. Terra Reporting reserves the right to increase its Fees and rates from time to time on the basis of the Agoria DIGITAL Index and in accordance with the conditions imposed by the Law on Economic Recovery Measures of 30 March 1976. Terra Reporting will inform the Client about the intended changes in writing (including without limitation by email), prior to the coming into force of such amendments or changes, upon which the Client shall have thirty (30) days to terminate the Agreement upon written notice. Such price adjustment shall become effective at the beginning of each new contract year during the Initial Term or the next Renewal Term (as applicable), in order to allow the Client to terminate the Agreement under the conditions provided for in the previous sentence, if he/she does not accept the Fee adjustment. The Client’s continued use of the Platform after such changes will constitute acknowledgment and acceptance of the modified Subscription Fees and/or other Fees and rates.

11. Limitation of Liability

11.1. The limitations and exclusions of liability set out in this article and elsewhere in this Agreement govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty or otherwise, and third party claims, except to the extent expressly provided otherwise in this Agreement.

11.2. Neither Party shall be liable to the other Party in respect of any delay or loss under this Agreement if this delay or loss arises out of a Force Majeure Event. If a Force Majeure Event occurs, performance of the Parties’ obligations under this Agreement (safe for obligations not hindered by Force Majeure such as the duty of confidentiality, payment obligations or conditions and restrictions to be complied with by the Client in respect of the Platform) shall be suspended to the extent and for the duration of the delay caused by the Force Majeure Event.

11.3. Subject to the maximum extent permitted by applicable law, Terra Reporting’s liability under this Agreement in respect of each event (or series of connected events) and per contract year shall not exceed the Fees paid by the Client to Terra Reporting under the present Agreement in the contract year during which the event (or last of the series of connected events) giving rise to the claim occurred.

11.4. Subject to the maximum extent permitted by applicable law, under no circumstances shall Terra Reporting be liable to the Client and/or End User for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, anticipated savings, lost revenue or income, loss of use or production, loss of business, loss or corruption of data, loss of database or software, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage). Each Party shall have the duty to mitigate damages.

12. Term

12.1. The Agreement shall commence on the Effective Date for the Initial Term and shall thereafter automatically and tacitly renew for successive one (1) year periods (each a “Renewal Term”) unless written notice of non-renewal is given by either Party at least three (3) month prior to the expiration of the Initial Term or any (subsequent) Renewal Term.

12.2. Terra Reporting may immediately – without any formality being required other than those described in this clause and without being due any compensation – terminate this Agreement and/or user rights granted hereunder by written notice of termination to the Client if the Client fails to pay to Terra Reporting any amount due hereunder and the Client fails to cure such failure to pay within thirty (30) calendar days from the date of a written notice of default thereto by Terra Reporting.

12.3. The client further acknowledges and agrees that any use of the Platform or the Services outside the scope of this Agreement, unless such use has been expressly approved in writing by a duly authorized representative of Terra Reporting, shall also entitle Terra Reporting to immediately terminate (or alternatively, at Terra Reporting’s option, suspend) the license granted hereunder and/or the Agreement for material breach by the Client by written notice of termination to the Client, without any other formality (for the sake of clarity: prior written notice of default) or compensation required, and without prejudice to any other right or remedy available to Terra Reporting pursuant to this Agreement or under applicable law.

12.4. Either Party may immediately – without any formality being required other than those described in this clause and without being due any compensation – terminate this Agreement by written notice of termination to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) Business Days from the date of receipt by the breaching Party of a written notice of default thereto.

12.5. For the sake of clarity, Terra Reporting shall be entitled to immediately terminate the Agreement (or alternatively suspend the Services and/or user rights granted hereunder) on giving written notice of termination to the client, without any other formality (for the sake of clarity: prior written notice of default) or compensation required, in the event the Client breaches the license terms hereunder or infringes Terra Reporting’s Intellectual Property Rights, Confidential Information, or breaches its obligations under the applicable Data Protection Laws.

12.6. Either Party may terminate the Agreement by written notice to the other Party, effective as of the date of delivery of such written notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

12.7. Upon termination of the Agreement for whatever reason the Client shall promptly pay Terra Reporting all Fees and other amounts earned by or due to Terra Reporting in respect of the Services and use of the Platform, up to and including the date of termination. Additionally, all user rights granted to the Client pursuant to these Terms and Conditions, including the right to use the Platform, shall automatically terminate (i.e. access shall be denied) and the Client shall return all Intellectual Property Rights or other proprietary information (including the documentation) of Terra Reporting and any copies thereof, in its possession or under its control to Terra Reporting. Except as required to comply with any applicable legal requirements, each Party shall return the disclosing Party’s Confidential Information that is in the possession or under the control of that receiving Party (or alternatively destroy any copies thereof that cannot be returned and confirm the disclosing Party in writing that such copies have been destroyed).

13. Maintenance

13.1. Terra Reporting shall provide maintenance services to the Client during the Term. In particular, Terra Reporting reserves the right to make, in its sole discretion, changes and updates to the functionalities of the Platform from time to time without any prior notification to the Client, provided that Terra Reporting shall not change any material functionalities of the Platform without prior notification to the Client. The foregoing shall be without prejudice to Terra Reporting’s right to make available additional features, functionalities, modules or otherwise for which additional Fees may be required.

13.2. Terra Reporting shall, where practical, give to the Client at least three (3) Business Days' prior written notice of scheduled maintenance services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services.

14. Support Services

14.1. As of the Effective Date and in consideration of the timely payment by the Client of the applicable Fees, Terra Reporting shall provide second-line support services in relation to the Platform in accordance with the provisions set out below and as set out in the Order.

14.2. The Client shall appoint a limited number of single point(s) of contact(s) towards Terra Reporting and the End Users for support related matters (hereafter, the “SPOC”). If an Incident is encountered by the Client (or an End User), the SPOC shall first review and assess the Incident. If the Incident cannot be solved by the SPOC, and provided that the Incident is not an out of scope Incident, the SPOC may notify Terra Reporting of such Incident via the applicable support channels as specified in the Order (or such other method of communication specified by Terra Reporting from time to time), and the SPOC shall designate a priority level to the Incident and specify the details of the Incident (in accordance with the priority levels as set forth in the Order). Upon receipt of a request from the SPOC, Terra Reporting may in its sole discretion determine whether the Incident is an out of scope Incident or not and Terra Reporting’s classification shall be binding and final. Terra Reporting undertakes to make all commercially reasonable efforts to remedy any Incidents reported by the Client through the SPOCs within a reasonable period of time and undertakes to the best of its ability to resolve Incidents in accordance with their indicative response times as indicated in the Order. Terra Reporting reserves the right to charge the Client any costs that are made in respect of investigating the nature of an Incident on a time and material basis.

14.3. Support services for out of scope Incidents and first line support (such as support via telephone or via physical intervention at the Client’s premises) are not included in the Subscription Fees. However, the Client is entitled to ask any questions regarding the Platform and Terra Reporting shall answer any Client request in good faith, without any binding commitment whatsoever. Terra Reporting may charge for any services so rendered on a time and material basis at the then-current rates. On request, Terra Reporting shall inform the Client of the applicable rates.

14.4. In particular, Incidents caused by one the following are not included in the support services, however the Client may request Terra Reporting to provide services regarding such incidents for which Terra Reporting may charge additional Fees (on a time and material basis at the then-current rates) (non-exhaustive) (i) out of scope Incidents; (ii) abuse or misuse of the Product; (iii) modification of the Product not performed by or with the consent of Terra Reporting; (iv) incorrect configuration not performed by or with the consent of Terra Reporting; (v) the use of incorrect data or data structures; (vi) any installation other than a supported release; (vii) the use of any other environment than the Client’s production environment; or (viii) any Incident caused by the Client or its End Users.

15. Warranty

15.1. The Client acknowledges and agrees that the Platform and the Services are provided “as is”. Except for the foregoing warranty and to the maximum extent permitted by applicable law, Terra Reporting does not make any representations or warranties, express or implied, concerning any matter under this Agreement (including the Platform and the Services) and Terra Reporting disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement.

16. Third party components Hosting

16.1. The Client acknowledges and agrees that in order to use the Platform and/or receive the Services, it needs appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication applications and environments.

16.2. The Platform shall make available third party web services and shall integrate with third party systems (“Third Party Components”). The Client acknowledges that such Third Party Components shall exclusively be governed by the service offering of the applicable third party and that any commitments or obligations of Terra Reporting included in these Terms and Conditions shall not apply to such Third Party Components. Terra Reporting shall not be responsible for any defect in the Platform that is caused by an integration with a Third Party Component and does not ensure that the Platform remains at all times compatible and can interface and interwork with the applicable Third Party Component.

16.3. The Platform is hosted by the Hosting Partner and Terra Reporting is entitled to provide the Hosting Partner’s Services (“Hosting Services”) to the Client. Terra Reporting reserves the right to change Hosting Partners from time to time without any prior notification to the Client, provided however, that Terra Reporting shall only appoint a new Hosting Partner which can at least provide similar material functionalities and/or guarantee a similar quality (including security and privacy guarantees) of the Hosting Services with datacenters located in the EEA. The Client acknowledges that the Hosting Services will be performed in the Hosting Partner’s datacenters. The Client acknowledges that such Hosting Services shall be exclusively governed by the service offering of the Hosting Partner. Terra Reporting shall not be responsible for any non-availability of the Platform to the extent such non-availability is directly or indirectly due to any Hosting Partner and shall in no event provide any warranty in respect of the Hosting Services.

16.4. The Client on behalf of its End Users gives the Hosting Partner the permission to process all Personal Data as contemplated by this Agreement.

17. Privacy and Data Protection

17.1. Each Party shall comply with all applicable legal requirements regarding privacy and data protection, more in particular with the General Data Protection Regulation of 27 April 2016 (“GDPR”) with respect to the processing of Personal Data (as defined in the GDPR).

17.2. The Client represents and warrants to Terra Reporting that it has the legal right to disclose any Personal Data that is available to Terra Reporting under or in connection with this Agreement (including, but not limited to, any Personal Data that might be disclosed by the End User while using the Platform and the Services) and that the Client has a valid legal ground to process such Personal Data and to disclose such Personal Data to Terra Reporting in accordance with applicable law. The Client undertakes to sufficiently inform all Data Subjects about such processing activities by the Client and/or Terra Reporting (as applicable) in accordance with applicable law.

17.3. Terra Reporting shall use Client’s Personal Data in accordance with the Data Processing Agreement as concluded between the Parties and as attached to the Order.

17.4. If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavors to promptly agree such variations to this Agreement as may be necessary to remedy such non-compliance.

18. Non-solicitation

18.1. The Client shall not without the prior written authorization of Terra Reporting, for the duration of these Terms and Conditions, and for twenty-four (24) months after termination thereof, hire any of Terra Reporting’s employees or independent contractors who are involved in the execution of the Terms and Conditions, or have such employees or independent contractors work for him, either directly or indirectly (with companies wherein the Client has direct or indirect interests), approach them for this purpose or recommend them for employment to third parties.

19. Miscellaneous

19.1. Definitions – Defined terms shall have the meanings ascribed to them in Schedule 1 to these Terms and Conditions.

19.2. Severability - If any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.

19.3. Survival - The provisions of this Agreement that are expressly or implicitly intended to survive termination (for instance (without limitation), the obligation of confidentiality, ownership of Intellectual Property Rights, and limitation of liability), shall survive any expiration or termination of this Agreement.

19.4. Waiver and entire agreement - This Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto. This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such waiver. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. The Client acknowledges that the general terms and conditions of the Client are not applicable and are therefore expressly excluded, even if such general terms and conditions would contain a similar clause.

19.5. Notices - Any notice required to be served by this Agreement can be given by electronic mail to the email addresses set out in the Order. All notices can be done in writing and served by personal delivery or registered letter, addressed to either Party at its address given in the Order or to such other address as a Party may designate by notice hereunder. All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next Business Day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the 5th Business Day following the day such mailing is made.

19.6. Publicity - Terra Reporting shall have the right (unless otherwise indicated in the Order) to use any trademarks or other marks of the other Party (including the other Party’s corporate name) for marketing or promotion purposes, such as (but not limited hereto) client references on Terra Reporting’s website and sales presentations.

19.7. Interpretation - In this Agreement (unless the context shall otherwise require or permit):

(a) Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

(b) Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa;

(c) The headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

19.8. Order of precedence - In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter, unless expressly agreed otherwise between the Parties in writing (i) the applicable Order (or applicable Statement of Work), (ii) Data Processing Agreement (to the extent it regards its subject matters), (iii) these Terms and Conditions.

19.9. Relationship between the Parties - The relationship between Terra Reporting and the Client is that of independent contractors. Neither Party is an agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party’s prior written consent for express purposes connected with the performance of this Agreement.

19.10. Non-Assignment - Client shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Terra Reporting’s prior written consent. Terra Reporting’s consent should be requested by written notice, disclosing the identity of the prospective transferee. Subject to any restrictions on assignment herein contained, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assignees.

19.11. Language - The Agreement has been drawn up in the English and Dutch language, with the Dutch version being controlling in all respects.

19.12. Electronic signature - The Parties expressly agree that the Agreement, including the Order may be signed electronically. The Parties agree not to contest the admissibility, enforceability or evidential value of the Agreement or Order on the basis of its electronic signature. The Parties expressly acknowledge that Agreements signed electronically constitute written evidence and have the same evidentiary value as a paper document in accordance with the provisions of the Civil Code. Consequently, the Parties expressly acknowledge that the agreement signed electronically can be validly opposed to them.

20. Special Terms and Conditions

20.1. The Parties undertake to comply to the additional Special Terms and Conditions, if applicable, as set out in the Order.

21.1. Applicable law and jurisdiction

21.1. This Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the competent courts of Brussels (Dutch speaking division). The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.

Schedule 1 – Definitions

“Account” means an account enabling a person to access and use the Services;

“Agreement” means jointly the Order, the Terms and Conditions, the Data Processing Agreement and any Schedules (if applicable) as concluded between the Parties;

“Business Day” means any weekday other than a Saturday, a Sunday, a bank or a public holiday in Belgium;

“Client Data” means all data, information, materials and/or works provided, uploaded to or stored on the Platform by the Client or the End User or generated by the Platform as a result of the use by the Client or the End User of the Platform or the receipt of the Services;

“Client” means the legal entity identified in the Order as “Client”;

“Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to its products, designs, business plans, business opportunities, finances, research, development, and know-how. The Confidential Information of Terra Reporting shall include without limitation the (i) Services and Platform and any information related to integrations and interfaces necessary for the proper functioning of the Services and Platform, and (ii) the pricing model, any Fees due and payment modalities as set forth and included in the Order. The Confidential Information of the Client shall include, without limitation, the Client Data;

“Data Protection Laws” means all applicable Belgian and European laws relating to the processing of Personal Data including, the General Data Protection Regulation (Regulation (EU) 2016/679);

“Effective Date” means the date of execution of this Agreement, as included in the Order;

“End User” means any individual in their capacity of guests of the Client, to whom the Services and Platform will be made available by the Client, and who will be able to use the Services and Platform as an end user;

“Fees” means any and all fees, amounts, and costs payable by the Client to Terra Reporting under the Agreement;

“Force Majeure Event” means any unforeseen event that is outside the reasonable control of the Party affected, the consequences of which cannot reasonably be avoided and which (partially) prevents the performance of this Agreement (such event including, but not limited to: failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any Third Party, social strikes or actions, changes to the law, disasters, explosions, epidemics, pandemics, fires, floods, riots, terrorist attacks and wars);

“Hosting Partner” means Microsoft (or such other provider of hosting services Terra Reporting might contract in the future as will be notified to the Client from time to time);

“Incident” means an incident, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Services.

“Initial Term” means the initial period for which the Agreement is being concluded, as set forth in the Order. The Initial Term starts on the Effective Date;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

“Object Code” means software as assembled or compiled on magnetic or electronic binary form on software media that is readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling or reverse engineering;

“Onboarding Fee” means the fees due by the Client in exchange for the Onboarding Services, as specified in the Order;

“Onboarding Services” means the onboarding services as indicated in article 1.3 and further specified in the Order;

“Order” means the order as agreed upon between the Client and Terra Reporting, including any Schedules;

“Party” means a party to this Agreement;

“Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);

“Platform” means the Software as a Service, i.e. a modular and fully integrated solution, providing all key capabilities required to support ESG reporting process of the Client, owned and managed by Terra Reporting, as further specified in the Order;

“Schedule” means any schedule attached to the Agreement;

“Services” means professional services (such as the provision of training services, implementation of integrations and the creation of customizations of the Platform), provided as specified in the Order, which will be made available by Terra Reporting to the Client as a service via the internet in accordance with this Agreement;

“Subscription Fee” means the subscription fees due by the Client in exchange for the Platform and Services, as specified in the Order;

“Term” means the term of this Agreement;

“Terms and Conditions” means these Terms and Conditions including any Schedules;

“Terra Reporting” means Terra Reporting BV, a company organized and existing under the laws of Belgium having its registered office at 1840 Londerzeel, Stuikberg 120, Belgium, and registered with company number 0804.222.050;