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CENSYS BV - GENERAL CONDITIONS

Article 1: CONCEPTS

The following terms are defined in the Taxis Pitane Agreement and Pitane Mobility Conditions:

  • Additional Order: purchase of subscriptions, licenses for modules, change in the number of Users, change of
    the number of Subcentres and the like after the Censys Agreement has entered into force.
  • Subcentre (s): the additional subcontractor or branch administration of the business of the Customer in the Taxis Pitane or Pitane Mobility Web Application, including every separate financial administration that the Customer keeps for the benefit of its Subsidiaries.
  • Confidential Information: the confidential information concerning the Customer or Censys, including information that is designated as “confidential” in writing, information that is not generally known to the public, information that is not generally disclosed by the party to whom the information relates and / or from whom the information e) originates, and information the confidential nature of which is reasonably known.
  • Customer: the natural or legal person who has entered into a Taxis Pitane or Pitane Mobility Web Application Agreement with Censys.
  • Customer data: all data entered by the Customer in the Pitane Mobility Web Application or entered on behalf of the Customer in the Taxis Pitane software.
  • Imperfection: all shortcomings in the Pitane Mobility Web Application or Taxis Pitane software that significantly impede their functioning, as described in the Documentation. The lack of certain functionality in a new version of the Taxis Pitane software or the Pitane Mobility Web Application that was present in an earlier version is not considered as an Incomplete.
  • Documentation: the (electronic) documentation of Taxis Pitane and associated with the Pitane Mobility Web Application.
  • Employee: an employee of the Customer or Censys and / or a natural person or legal person who is authorized to perform work for or under the responsibility of the Customer or Censys.
  • Censys or Processor: Censys BV or one of its Partners acting as a supplier of services under the Pitane Mobility Agreement.
  • Log-In Data: usernames, passwords, tokens and other codes that are exclusively intended for the User to gain access to the Taxis Pitane software and associated with the Pitane Mobility Web Application.
  • Log-In Procedure: the procedure prescribed by Censys that the Customer must follow in order to gain access to the Taxis Pitane software and associated with the Pitane Mobility Web Application.
  • Privacy policy: the privacy policy of Censys that applies to the processing by Censys of personal data of the Customer that may be unique for each geographical region.
  • Service Level Agreement: the statement issued by Censys, in which the parameters are determined of the expected service level of the Taxis Pitane software and associated with the Pitane Mobility Web Application that can be updated by Censys from time to time.
  • System requirements: the minimum requirements set by Censys for the hardware and software of the Customer to enable proper use of the Taxis Pitane software and associated with the Pitane Mobility Web Application.
  • Third Party Components: a software (component), collection of components, or an API interface to a callable library (for example, a .dll interface), developed by a third party and used by Censys in its software for the Pitane Mobility Web Application.
  • Third Party Services: a service developed by a third party that is made possible through a connection between the Taxis Pitane software and associated with the Pitane Mobility Web Application and the website or application of a third party.
  • User: Customer, Employee of Customer and / or clients of a Subcentre who uses the Taxis Pitane software and associated with the Pitane Mobility Web Application.
  • Taxis Pitane: Taxis Pitane software, Taxis Pitane Business Suite, Taxis Pitane Enterprise, Taxis Pitane API.
  • Web Application: the software as described in the Taxis Pitane or Pitane Mobility Agreement, to which Censys grants access to the Customer via Taxis Pitane or Pitane Mobility Web Application for use in accordance with the provisions of the Censys Agreement.
  • Working days: Monday to Friday, excluding public holidays.
  • Working hours: Hours on Working Days from Monday to Thursday from 9 a.m. to 4:30 p.m. and on Friday from 9 a.m. to 3 p.m.

Article 2: OFFER AND AGREEMENT 

2.1 

These Censys Terms and Conditions apply to the Taxis Pitane or Pitane Mobility Web Application Agreement and to all negotiations, offers and other agreements with Censys that relate to Taxis Pitane or Pitane Mobility Web Application, unless the parties have expressly agreed otherwise in writing. Where these Censys Terms and Conditions refer to the Taxis Pitane Agreement, this applies as a reference to the Taxis Pitane or Pitane Mobility Web Application Agreement, unless explicitly stated otherwise.

2.2 
Censys reserves the right, at its sole discretion, to change the Taxis Pitane or Pitane Mobility Web Application Terms from time to time. Censys will make reasonable prior notice via the Taxis Pitane or Pitane Mobility Web Application, the Website or by any other means before the updated Censys Terms and Conditions enter into force. Censys can change or stop the Taxis Pitane or Pitane Mobility Web Application in whole or in part. In the event that the Customer does not agree with the intended changes, the Customer can cancel the Taxis Pitane or Pitane Mobility Web Application Agreement in accordance with Article 5.2. In the absence of a cancellation, the Customer is deemed to have accepted the amended Censys Conditions.

2.3

All offers or quotations with regard to the Taxis Pitane or Pitane Mobility Web Application or services are without obligation and revocable.

2.4

The Customer can place an order or Additional Order for Censys Services in the manner indicated by Censys. Every order or Supplemental Order is subject to acceptance by Censys. Censys can accept or refuse an order or Additional Order at its own discretion. The Taxis Pitane or Pitane Mobility Web Application Agreement comes into effect (the "Effective Date") on the date on which Censys sends the Customer confirmation of the order or Supplemental Order.

2.5

Customer accepts the responsibility for Censys' choice to achieve its intended results, and acknowledges that the Taxis Pitane or Pitane Mobility Web Application Service is a multi-tenant offer that is not designed to meet the individual requirements of the Customer.

2.6
All delivery times are set by Censys to the best of its knowledge and are observed by it as much as possible. To the maximum extent permitted by parties to determine this in the Censys Conditions under applicable law, the Customer is not entitled to compensation, reimbursement or discount as a result of a late delivery.

2.7
Any request from the Customer to change the number of Users and / or Administrations and / or modules will be considered as a Supplemental Order with application of Article 2.4. Insofar as the Customer requests any reduction, the Customer will explicitly indicate which specific Users and / or Administrations and / or modules must be removed. If the Customer does not meet this obligation to specify, the Customer will continue to owe the monthly fee for these Users and / or Administrations and / or modules.

Article 3: RIGHT OF USE

3.1

When the Taxis Pitane or Pitane Mobility Web Application Agreement comes into effect, Censys grants the Customer a non-exclusive and non-transferable right to use the Taxis Pitane software or Pitane Mobility Web Application for the duration of the Censys Agreement for the benefit of the internal Customer's business operations, for the number of Users, Subcentres and modules as included in the Taxis Pitane or Pitane Mobility Web Application Agreement, and for any Additional Orders placed during the term of the Censys Agreement. The right of use also includes the right to use the Documentation associated with the Taxis Pitane software or Pitane Mobility Web Application.

3.2

Customer will not allow the Taxis Pitane software or Pitane Mobility Web Application to be used by or on behalf of any person or entity other than Customer and its Employees, with the exception of a Subsidiary for which Customer can keep a separate Administration in the Taxis Pitane software or Pitane Mobility Web Application. Customer may not re-license or sublicense the Taxis Pitane software or Pitane Mobility Web Application, or use the Taxis Pitane software or Pitane Mobility Web Application for third-party training, commercial (part-time) use, rental or use by a service agency.

3.3

The Customer is expressly not permitted to use the Taxis Pitane software or Pitane Mobility Web Application for or by more Users and / or Subcentres than the number indicated in the Censys Agreement.

3.4

The Customer is not permitted to transfer his rights or obligations arising from the Censys Agreement or the Censys Conditions to third parties to the extent that this is not explicitly permitted in the Censys Agreement. The Customer shall not sell and / or rent the Taxis Pitane software or Pitane Mobility Web Application to other parties without the prior written consent of Censys.

3.5

Insofar as not contrary to any mandatory provision, Censys may, at its own discretion, make adjustments to the Taxis Pitane software or Pitane Mobility Web Application. Censys will timely inform the Customer of updates and / or upgrades insofar as these are important for the use of the Taxis Pitane software or Pitane Mobility Web Application.

3.6

Customer acknowledges and agrees that the Taxis may contain Pitane software or Pitane Mobility Web Application Components and Third Party Services as described below to which additional license terms may apply that impose restrictions on export, import and access. By agreeing to these Censys Terms and Conditions, Customer undertakes to comply fully with all relevant laws and regulations in this area that apply to the use of Censys Services in the geographic region of Customer (“Export Laws”), such as but not limited to the Export Administration Regulations (EARs) issued by the US Department of Commerce's Bureau of Industry & Security and to guarantee that neither Customer nor any permitted User is granted access to the Censys Service in a manner that results in a export, directly or indirectly, in violation of the Export Laws; or use for a purpose prohibited by the Export Laws, including but not limited to, the development of nuclear, chemical or biological weapons. Customer declares and warrants that neither Customer nor the permitted User is an excluded (legal) person subject to restrictions based on the US Government Consolidated Screening List (CSL), an excluded party under the US Arms Export Control Act (AECA), or a limited (legal) person or entity under the list of Specifically Designated Nationals or Blocked Persons (the “SDN list”) of the American Office of Foreign Assets Control (OFAC).

Article 4: PRICES AND PAYMENT

4.1

All prices, fees and other rates applied by Censys are exclusive of VAT and exclusive of any other taxes, levies, import levies, surcharges, fees and levies of whatever nature that may be imposed now or in the future by a government agency, tax authorities or other authority, and which can be adjusted in the interim in accordance with the applicable changes to these levies from the government, the tax authorities or otherwise. Payments must be made in full, free of and without deductions from or due to such taxes, duties, import duties, surcharges, fees and deductions, unless required by law. If the Customer is required by law to withhold, he will pay Censys those additional amounts that are necessary to ensure that Censys receives the full amount that Censys would have received in the absence of the withholding. Payment of such deductions to the authorities is the responsibility of the Customer.

4.2 

The customer owes Censys a fee under the Taxis Pitane software or Pitane Mobility Web Application Agreement. Regardless of whether the Customer uses the Taxis Pitane software or Pitane Mobility Web Application or Services, the compensation remains due from the Effective Date of the Taxis Pitane software or Pitane Mobility Web Application Agreement, in accordance with article 2.4. All fees payable under this Agreement are separate from any applicable fees for Consultancy services or training, which will be billed separately. Additional Orders by the Customer during the term of the Taxis Pitane software or Pitane Mobility Web Application Agreement will be invoiced pro rata from the moment of actual confirmation and processing of the Additional Order.

4.3

Censys can adjust the reimbursements to which this article 4 refers on a monthly basis. Where possible, Censys will inform the Customer one month before the commencement date of the rate change about an adjustment of the rates via the Taxis PItane Website or newsletter. In the event that this rate change leads to higher rates and the Purchaser does not agree with the proposed adjustment, the Purchaser may cancel the relevant service, app or module to which the increase applies within the Taxis Pitane software or Pitane Mobility Web Application Agreement in accordance with Article 5.2, failing which the Purchaser will be deemed to have accepted the adjusted rates.

4.4

Fees will only be paid in advance (with the exception of the payment of the first fee at the start of the Taxis Pitane software or Pitane Mobility Web Application Agreement). Any other reimbursements concerning the Taxis Pitane software or Pitane Mobility Web Application Agreement (for example for Consultancy services, scans or training) associated with the Taxis Pitane software or Pitane Mobility Web Application Agreement will be paid at the end of the month or, if expressly agreed with Censys , at the end of an agreed period. As a result, it is possible that the Customer will have to pay a final amount after the Taxis Pitane software or Pitane Mobility Web Application Agreement has been terminated. Censys can (at its own discretion) allow the Customer to pay the fees for Consultancy and / or training in installments. At the time of termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement, any remainder of the original amount that has not yet been paid by the Customer is immediately due and payable by Censys.

4.5

Censys can (at its own discretion) offer the Customer a choice of different payment methods (for example credit card, iDEAL, PayPal, SEPA, etc). Insofar as Censys offers a specific payment method to the Customer and the Customer accepts this as a method of payment of its financial obligations under the Taxis Pitane software or Pitane Mobility Web Application Agreement, the Customer acknowledges and agrees that additional conditions from Censys may apply are on that payment method. Some payment methods are facilitated by third parties (for example credit card companies). Customer acknowledges and agrees that where Censys uses the services of a third party to offer a payment method, the terms and conditions of third parties may apply to Customer in connection with his use of that payment method. The buyer is advised to read through the additional terms and conditions of Censys and / or a third party and to agree to this before using a certain payment method.

4.6

If the Customer has opted for payment by direct debit, the Customer is responsible for providing Censys with the correct authorization for this. Unless expressly agreed otherwise, direct debits take place monthly. Insofar as an automatic collection is not possible, the invoiced amount must be paid within 5 days after the invoice date. In the case of a SEPA agreement, the Customer will automatically ensure that the authorization is registered with his bank and that there is sufficient provision on his or her account on the day the amount is collected. The cancellation of amounts received by Censys via a valid SEPA authorization automatically leads to a reimbursement of at least EUR 15 in administration costs that Censys may charge to the Customer on the next invoice.

4.7

If the Customer has opted for payment by direct debit, the Customer must have a bank account with an (international) bank registered with the local central bank.

4.8

The Customer shall provide Censys with all information and cooperation, including the correct name, current address and payment details, and shall immediately notify Censys by e-mail or ordinary mail of any change to that details.

4.9

If the Customer does not pay fees when they are due, or the direct debit authorization is withdrawn without a valid reason, or if the payment cannot be made for reasons not attributable to Censys, Censys will inform the Customer accordingly, whereby Censys will reserves the right to restrict the functionality of the Taxis Pitane software or Pitane Mobility Web Application with immediate effect or to block the Customer's access to the Taxis Pitane software or Pitane Mobility Web Application without liability to the Customer. At the request of the Customer, Censys can lift that restriction or blocked access to the Taxis Pitane software or Pitane Mobility Web Application within three (3) working days when the outstanding amounts, plus an additional reimbursement in accordance with Article 4.10, have been paid in full.

4.10

If the Customer fails to meet his payment obligations under this Article 4 or fails to do so in time, he will be in default without further notice of default being required. As soon as he is in default, interest is owed on the outstanding arrears at a rate of 1.5% per month (or part of the month). This interest accrues from the latest date of payment until the date on which payment of the overdue amount plus the accrued interest has been paid in full.

4.11

Customer is liable towards Censys for all costs, expenses and (financial) damage, including but not limited to lawyer costs and collection costs, incurred by Censys because Customer does not meet its payment obligations. The (collection) costs incurred by Censys are set at at least 15% of the principal sum of the claim.

4.12

Subject to the provisions of Article 4, Censys is entitled if the cases referred to in Article 5.4 occur, or if the Customer does not pay the amounts due after Censys has followed the procedure described in Article 4.9, to demand immediate payment from the Customer until the end. of the intended duration of the Taxis Pitane software or Pitane Mobility Web Application Agreement. This total reimbursement is immediately due and payable.

Article 5: DURATION AND END OF THE AGREEMENT

5.1

The Taxis Pitane software or Pitane Mobility Web Application Agreement starts when the conditions of article 2.4 of these Censys Conditions are met (the Effective Date) and is entered into for the period of one (1) year and cannot be deviated from as determined in article 7: 408 paragraph 1 of the Dutch Civil Code, unless the parties have explicitly agreed otherwise in the Censys Agreement. The duration of the Taxis Pitane software or Pitane Mobility Web Application Agreement is not changed by the placing of Additional Orders by the Customer under the same Censys Online Agreement. After this term or another explicitly agreed term, the Taxis Pitane software or Pitane Mobility Web Application Agreement will be tacitly renewed for a successive period of one (1) year, unless the parties have expressly agreed otherwise in the Taxis Pitane software or Pitane Mobility Web Application Agreement.

5.2

The Censys and / or Taxis Pitane software or Pitane Mobility Web Application Agreement can only be terminated by the parties as stipulated in this Censys Agreement, by registered letter with due observance of a notice period of three months before the end of the first 12 months or for 1 October of the current calendar year when the agreement lasts longer than 12 months.

5.3

Without prejudice to its other rights and defenses, Censys can, without liability, suspend its obligations under the Taxis Pitane software or Pitane Mobility Web Application Agreement and / or block customers' access to the Taxis Pitane software or Pitane Mobility Web Application with immediate effect, if the Customer are obligations from the Taxis Pitane software or Pitane Mobility Web Application Agreement does not (properly) comply.

5.4

Censys can terminate the Taxis Pitane software or Pitane Mobility Web Application Agreement without further liability at any time with immediate effect and without legal intervention by means of (electronic) notification to the Customer, if the Customer:

one of his obligations under the Taxis Pitane software or Pitane Mobility Web Application Agreement does not (properly) comply and, after (electronic) written notification or by SMS by Censys, this negligence or non-compliance within a reasonable period after that notification recovers; or

filing for bankruptcy or filing for bankruptcy against him, which application is not withdrawn within 30 days, a trustee is appointed to manage his assets or affairs, notifies Censys that he is no longer able to meet his payment obligations or when Censys from the circumstances must lead to the conclusion that the Customer can no longer meet his payment obligations, is dissolved, a suspension of payment is granted, is wound up or his activities as a current business cease.

The Taxis Pitane software or Pitane Mobility Web Application Agreement can also be partially canceled if and insofar as the liquidation, suspension of payment or bankruptcy relates to one or more Administrations of the Customer.

5.5

Subject to any deviating provision in the Taxis Pitane software or Pitane Mobility Web Application Agreement, the termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement does not relieve the Customer of existing obligations to pay compensation or other amounts owed to Censys, nor does this give the Customer the right to any reimbursement of reimbursements or other amounts paid under this. Censys is under no circumstances obliged to pay compensation as a result of termination as described in Articles 5.1, 5.3 and 5.4.

5.6

Upon termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement, the Customer may, until the last day of the Taxis Pitane software or Pitane Mobility Web Application Agreement, all his Customer data (export files, Pitane SQL server database for which he has acquired the TOS ID right) during the contract period). After termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement, the Customer will immediately and permanently cease the use of the Taxis Pitane software or Pitane Mobility Web Application and no longer have access to the Taxis Pitane software or Pitane Mobility Web Application and its data.

5.7

Up to three months after the termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement, the Customer may request Censys to reactivate the Taxis Pitane software or Pitane Mobility Web Application Agreement. Censys is not obliged to grant this request if Censys has not received proper payment from the Customer in accordance with Articles 4.9 and 4.10, and any reactivation only starts when the first payment of an applicable reactivation fee has been received by Censys. After reactivation, the Customer will again have insight into his Customer Data as they were stored in the Taxis Pitane software or Pitane Mobility Web Application before the termination by the Customer, if and when that Customer Data is still easily available at Censys and can be provided to the Customer. In the context of this Article 5.7, the Customer hereby authorizes Censys to store Customer data for a period of three months after the termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement, and to destroy the Customer data after that period of three months, no later than six months after the termination of the Taxis Pitane software or Pitane Mobility Web Application Agreement.

5.8

If the Customer has not taken an explicit deviation from the standard period, there will always be an annual subscription. Contrary to Article 4.3 of the Taxis Pitane software or Pitane Mobility Web Application Conditions, the Customer is entitled, after any adjustment to the reimbursement, to cancel the Taxis Pitane software or Pitane Mobility Web Application Agreement by registered mail as of the date on which the change takes effect.

Contrary to article 4.4 of the Taxis Pitane software or Pitane Mobility Web Application Conditions, the Customer will pay an annual fee and any reference to a monthly fee will be considered as a reference to an annual fee. The monthly reimbursement is one twelfth of the annual reimbursement without extra costs. Censys is entitled, but not obliged, to use that right to grant a discount to the Customer who pays his compensation in advance per year.

Article 6: LOG-IN PROCEDURE

6.1

Customer and Users gain access to the Taxis Pitane software or Pitane Mobility Web Application via the Log-in Procedure, exclusively with the help of the Log-in Data provided by Censys to the Customer. Censys has the right, at its own discretion, to adjust the Log-In Procedure and will inform the Customer in a timely manner.

Customer is responsible for the Log-in Data and must handle this data with care. The Log-in Data is personal to the individual User and may not be shared with or transferred to another party or person who may or may not be part of the organization of the Customer. Customer and Users are obliged to keep the Log-in Data completely confidential. The Customer is exclusively liable for any use of Log-in Data by the Customer, Employees of the Customer and Users. Moreover, all actions of the Users in this context are for the account and risk of the Customer. Censys does not accept any liability in this regard.

6.2

Customer is aware that access to the Taxis Pitane software or Pitane Mobility Web Application can be done by means of two-way identification (2FA) and this is recommended in addition to the standard login procedure with login name and password.

Article 7: RULES OF USE

7.1

The Customer guarantees that the Users will handle their access to the Taxis Pitane software or Pitane Mobility Web Application and the information obtained from it in a responsible manner. For the sake of clarity, the Customer retains and / or unconditionally accepts the ultimate responsibility for all information that Users add or change in the Taxis Pitane software or on the Pitane Mobility Web Application.

7.2

The Customer is not permitted to:

use or attempt to use the Taxis Pitane software or on Pitane Mobility Web Application for any illegal or unlawful purpose and / or for purposes of publication or other distribution of material that is offensive, defamatory, or infringing on intellectual property rights that belong to third parties;

use or attempt to use the Taxis Pitane software or on Pitane Mobility Web Application in a manner that disrupts the provision of the Taxis Pitane software or on Pitane Mobility Web Application and / or its availability for and use by other Censys authorized users , restricted or intervening in it;

gain access to or attempt to gain access to any part of the Taxis Pitane software or to the Pitane Mobility Web Application to which the Customer is not authorized and / or to gain access to data held within the Taxis Pitane software or the Pitane Mobility Web Application or are accessible via the Taxis Pitane software or on the Pitane Mobility Web Application, except for data entered by the Customer together with data made publicly available by Censys to all users within or via the Taxis Pitane software or on the Pitane Mobility Web Application;

access or attempt to gain access to any part of the Taxis Pitane software or to Pitane Mobility Web Application with automated means (for example via a "scrape", "crawl" or "spider");

to have access to any virus, Trojan horse, worm or any other electronic infected or device, or to store, distribute, upload or send these, during Customer's use of the Taxis Pitane software or on the Pitane Mobility Web Application;

use any form of automated integration other than automated integration through the application programming interface (APIs) provided by Censys;

except where permitted under applicable mandatory law and provided that the information required by the Customer is not otherwise available to reverse engineer, decompile, or decompile software or other code or script that is part of or accessible through the Taxis Pitane software or on Pitane Mobility Web Application, copy, distribute, distribute, sublicense, modify, translate, scan or modify and / or reproduce in any other way; and / or through its actions or omissions to cause or attempt to cause direct or indirect disruption to the functioning of Censys' infrastructure or any part thereof, the infrastructure of third parties, and / or connections between these infrastructures due to the content or size of its data traffic.

7.3

Without prejudice to the foregoing, the Customer will refrain from using the Taxis Pitane software or on the Pitane Mobility Web Application for spreading spam or facilitating spam (including but not limited to having SMTP relays and / or proxies open, hosting or enabling hosting of websites that advertise through unsolicited messages and providing DNS services for such websites). The burden of proof lies with the Customer to prove that the addressee had given permission in advance in the event of large amounts of communication sent by or on behalf of the Customer. Customer is liable for damage caused by the spread of spam. Damage is understood to include: the compensation for the time spent by Censys on removing IP addresses from Censys and other Censys customers who, as a result of the spam, have been added from the blacklists of spam filters, as well as the costs in in connection with the handling of complaints about the spam distributed by the Customer.

7.4

Censys provides the Taxis Pitane software or on Pitane Mobility Web Application based on its policy on reasonable use. This means that Censys does not in principle impose any restrictions on the nature and extent of the use of the Taxis Pitane software or on the Pitane Mobility Web Application by the Customer, other than referred to in article. Censys offers the Taxis Pitane software or on the Pitane Mobility Web Application for an amount of information stored by it and the extent of data transport that it realizes, as can be expected on average in a small or medium-sized company. This is on the understanding that Censys reserves the right to take measures in the event of excessive use, that is to say use that substantially exceeds the average use of a Customer. Customer must immediately take measures to end the aforementioned excessive tax after the first notification by Censys. Censys has the right to suspend the Taxis Pitane software or on Pitane Mobility Web Application in the event of (suspected) permanent excessive taxation. Censys may charge the Customer the costs in connection with this excessive tax at the then-current prices and rates. Excessive load is also understood to mean: excessive use of processing, memory, network, disk and storage capacity, as well as excessive use of support services and management services.

7.5

If the Customer and Censys have agreed a limitation in the Taxis Pitane software or on the Pitane Mobility Web Application Agreement with regard to the number and size of transactions, mutations or (financial) input registered by the Customer, whether or not for a specific period, if Censys exceeds that number, Censys may charge the customer for the costs of exceeded numbers at the agreed rate per exceeded quantity and / or size. Customer hereby agrees that Censys may access the Customer's Data to report the number and size of transactions, mutations and (financial) data recorded by Customer, solely to determine whether the quantity and / or size agreed by the parties is exceeded. The documents from Censys provide conclusive evidence, unless the Customer proves the contrary.

7.6

Should the Customer discover at any time that he can enter the network layers of Censys, he must immediately report this to Censys.

7.7

Customer is responsible for the functioning of his hardware and software, configuration, peripheral equipment and internet connections required for the use of the Taxis Pitane software or on the Pitane Mobility Web Application. The customer guarantees that the equipment and software used by him for the Taxis Pitane software or on the Pitane Mobility Web Application meets the System requirements. Customer is responsible for taking the necessary measures to protect its equipment, software, Log-In Data and telecommunications and internet connections against viruses, computer crime and unauthorized use by third parties.

7.8

In the event that Censys, at its own discretion, is of the opinion that the undisturbed functioning of Censys its infrastructure and / or the services of Censys its Customers is at risk due to, for example, but not limited to, virus infections, denial of service attacks, port scans , hacking, spam from or on behalf of the Customer, or otherwise, Censys can give instructions that must be immediately followed by the Customer, and Censys has the right to suspend the service in whole or in part as long as the relevant danger exists. If the Customer does not immediately follow the instructions, the Customer will be in default, without further notice of default being required.

7.9

Censys can perform a check and / or inspection (or have it carried out) to check whether the Customer complies with the conditions of the Taxis Pitane software or on the Pitane Mobility Web Application Agreement, on condition that this check and / or inspection is carried out during normal office hours and in such a way that the business activities of the Customer are not unreasonably impeded by this. This check will be carried out by an expert selected and engaged by Censys. Customer is obliged to provide this expert with the information, support and access to its buildings and systems that is reasonably necessary to enable the expert to properly perform his or her check / inspection. This expert will submit a summary note showing his or her findings with regard to checking the reports issued by the Customer and the compliance of the Customer with the Taxis Pitane software or with the Pitane Mobility Web Application Agreement, but the expert does not provide Censys in any way. information other than that which comes to him during the inspection and / or inspection. The costs of this check are borne by Censys, unless the check shows that the Customer does not meet the conditions of the Taxis Pitane software or on the Pitane Mobility Web Application Agreement, in which case the costs are for the account of the Customer.

Article 8: AVAILABILITY

8.1
Censys will do what is commercially reasonable to ensure the optimum availability of and access to the Web Application. The applicability of any Service Level Agreement must be explicitly agreed between the parties.

8.2

Notwithstanding Article 8.1, Censys may, without prior notice, block or disable access to the Taxis Pitane software or on the Pitane Mobility Web Application or limit its use to the extent that this is reasonably necessary from time to time:

to perform preventive or regular maintenance or upgrade work;

in the event of an actual or suspected security breach; and / or

in the event of another emergency; all this without the Customer having the right to claim compensation from Censys. Censys will endeavor to limit these measures to a minimum and, to the extent that is commercially feasible, to inform the Customer in a timely manner.

Article 9: SUPPORT

9.1

For the duration of the Taxis Pitane software or on the Pitane Mobility Web Application Agreement, the Customer is entitled to support for the use and functionality of the Taxis Pitane software or on the Pitane Mobility Web Application. Only a User may request Support, which includes the right to consult Documentation and to submit questions via the Web Application or via a help desk functionality offered by Censys. Only after these options for support have been used in vain, and in accordance with the type of Taxis Pitane software or on the Customer's Pitane Mobility Web Application Agreement, is the Customer entitled to telephone support, which will be available to the Customer on Working Days from 9 am to 4.30 pm (note the adjusted Working Hours on Friday), in the time zone in which Censys occurs is located. Customer acknowledges and agrees that in the context of providing support, Censys is entitled to view the data of Customer on the conditions as stipulated in article 13.

9.2

Support does not include:

a) services with regard to system configurations, hardware, telephony, VOIP and networks;

b) structural work such as defining layouts, overviews, reports, reports, financial issues, import definitions and links with third-party software;

c) on-site support;

d) expanding the functionality of the Taxis Pitane software or on the Pitane Mobility Web Application at the Customer's request;

e) converting files and / or importing backup files;

f) services with regard to external databases of producers other than those of Censys;

g) configuration, training or other services not explicitly described in the Taxis Pitane software or on the Pitane Mobility Web Application Agreement;

h) support for control and other software from producers other than Censys, which also includes third-party software that can be started from the Taxis Pitane software or on the Pitane Mobility Web Application or connections from third parties to third-party websites;

i) file repairs, the cause of which cannot be attributed to the Taxis Pitane software or to the Pitane Mobility Web Application;

j) providing new products that have become available;

k) support for the internet connection;

l) support on software by the Customer placed on Systems;

k) support in an environment that is not supported according to the System Requirements.

9.3

Customer may request Censys to perform work in connection with the subjects referred to in 9.2 a) up to and including l), for example by means of Consultancy services as referred to in Article 10. All work performed by Censys will be charged in addition to the fee referred to in Article 4 and at the prices applicable at Censys at that time.

Article 10: CONSULTANCY

10.1

Customer will request Consultancy services via email or a help desk ticket. In consultation with the Customer, Censys will schedule the delivery of the Consultancy services, taking as far as reasonably possible into account the planning desired by the Customer. Censys will make commercially reasonable efforts to perform the Consultancy services according to the agreed schedule.

10.2

Customer can cancel an order for Consultancy services up to three Working Days before the agreed start date of the Consultancy services, or request Censys to determine a new start date. If the Customer cancels or postpones the Consultancy Services after this date, Censys has the right to charge the Customer for the planned Consultancy Services.

10.3

Censys is entitled to replace the Employee who performs the Consultancy services and / or to outsource the performance of the Consultancy services, at his own discretion and without prior notice to the Customer.

10.4

Consultancy services are performed on Working Days from 8.30 a.m. to 4.30 p.m. and are charged to the Customer upon delivery.

10.5

If at the start of the Consultancy services the computer systems of the Customer do not meet the System requirements, Censys is entitled (at its own discretion) to charge the Customer costs for unused Working Days as a result thereof and / or to charge the costs that Censys had to incur to Customer's computer system to meet the System Requirements.

10.6

Customer is responsible for guaranteeing a safe working environment and healthy working conditions if Consultancy services are performed on Customer's site. Customer indemnifies Censys against all claims of Employees of Censys and / or third parties as a result of a lack thereof.

Article 11: CUSTOMER INFORMATION

11.1

The Customer remains the owner of the Customer Data at all times and is solely responsible and liable for the content and accuracy of the Customer Data. The Customer's compliance with all applicable laws and regulations in connection with the production, storage and disposal of (computer-generated) data in every jurisdiction where the Customer uses the Taxis Pitane software or on the Pitane Mobility Web Application or sends Customer data by means of the Taxis Pitane software or on Pitane Mobility Web Application, is the sole responsibility of the Customer. Censys is not subject to a statutory retention period for the data entered by the Customer within the Taxis Pitane software or on the Pitane Mobility Web Application.

11.2

Censys guarantees that the Customer Data, insofar as commercially and reasonably practicable, is protected against loss, damage or destruction; However, Censys cannot guarantee that no loss, damage or destruction of data will occur. Censys constantly makes backups of Customer data, solely for data recovery purposes. Censys cannot provide this backup directly to the Customer. That is why Censys advises the Customer to backup all data entered via the Taxis Pitane software or on the Pitane Mobility Web Application (for example for the closure and / or substantial changes to the Customer data) as often as appropriate, in order to be able to restore this data with minimal influence on its business operations. These backups must be stored outside the (environment of the) Taxis Pitane software or on the Pitane Mobility Web Application. Censys is in no case liable for costs of (reproduction of) damaged, corrupted or lost data, nor for (consequential) damage or lost profit of the Customer.

Article 12: LAW ON DATA LACKS

12.1

Censys warns the Customer of the Data Leakage Act and states that from 1 January 2016 both private and public organizations that process personal data are obliged to report security breaches that lead to, for example, theft, loss or misuse of personal data. These are therefore more organizations than the providers of electronic communication networks and services for whom a reporting obligation already applies under the Telecommunications Act in the event of theft, loss or misuse of personal data of subscriber or user. The purpose of the duty to report is to achieve better protection of personal data.

12.2

This means that in the event of a data breach (any situation where personal data is destroyed or (possibly) falls into the hands of an unauthorized third party) companies and government institutions must report this to the Dutch Data Protection Authority (CBP). You must report if three conditions are met:

  1. There is an infringement of the protection of personal data;
  2. The infringement must occur at a public or private sector organization;
  3. The breach leads to a significant chance of adverse consequences for the protection of personal data, in other words: the breach leads to theft, loss or misuse of personal data, or a chance thereof.

12.3

If the infringement is likely to have an adverse effect on the privacy of the data subjects, all data subjects (those whose data are potentially 'leaked') must also be informed! Mind you, it does not have to be an external “hack”, but also internal persons who circumvent security measures, an employee who lets his password swing, destruction of files without back-up, security measures that prove insufficient, etc. it all falls there below.

12.3

The Customer, as the owner of the Customer Data, is familiar with the Data Leakage Act and indemnifies Censys against any liability during the use of the Taxis Pitane software or on the Pitane Mobility Web Application. As a preventive measure, the Customer must also take measures and be able to demonstrate that they have taken sufficient technical and organizational measures to prevent a data breach. Preventive action must be taken, but there must also be a scenario ready if there is a potential data breach. A "simple" security with password and username is insufficient and can already lead to fines. In addition, you must ensure that the Taxis Pitane software or Pitane Mobility Web Application provides 2FA security and Censys strongly recommends using this method.

Article 13: PERSONAL INFORMATION AND PRIVACY

13.1

Customer acknowledges and agrees that Censys' Privacy Policy as published on Privacy Policy applies to the processing of personal data of Customer by Censys. Customer hereby explicitly agrees with the Privacy Policy. The provisions in the Privacy Policy in combination with the provisions of Taxis Pitane software or on the Pitane Mobility Web Application Agreement together form a processor agreement in which the Customer is the responsible party and Censys the processor. Censys has the right to change the Privacy Policy from time to time and it is the Customer's responsibility to review the Privacy Policy and to become familiar with any changes. Continuation of the use by the Customer of the Taxis Pitane software or on Pitane Mobility Web Application after such changes applies as acceptance by the Customer of the revised Privacy Policy, subject to any conflicting provisions in this Taxis Pitane software or on Pitane Mobility Web Application Conditions.

13.2

With regard to data that the Customer has entered via the Web Application, the Customer will:

a) guarantee that he will process, store and use his personal data in accordance with all applicable laws and regulations and codes of conduct;

b) fulfill all its obligations as the controller and / or as the processor of that data under applicable data protection and privacy legislation, including but not limited to the guarantee that all necessary information is provided to all data subjects whose data were part of the data entered with regard to the proposed use and disclosure of their data as a result of the Customer's use of the Taxis Pitane software or on the Pitane Mobility Web Application;

c) guarantee that it has obtained all necessary permissions and authorizations that are required to process and store its personal data via the Taxis Pitane software or on the Pitane Mobility Web Application, and Censys is not responsible or liable towards the Customer for obtaining any necessary permissions or authorizations on his behalf; and

d) handle all requests from data subjects and / or other regulatory authorities with regard to the Customer Data. Upon request, the Customer fully indemnifies Censys against all claims, costs, (financial) damage, expenses, legal proceedings and fines that Censys may incur or suffer or that may be imposed on it in connection with claims by the Customer, its employees, agents and advisers, the clients and potential clients of the Customer or another third party, as well as by a supervisor, with regard to data processed by the customer and / or Censys in the context of the Taxis Pitane software or on the Pitane Mobility Web Application Agreement (including the consequence of a claim or accusation that this processing violates local and / or international data protection legislation and / or other legislation concerning the processing of personal data), except that this indemnity does not apply to the extent that a matter that is complained about is reasonable and is directly attributable to a breach by Censys of its obligation and by virtue of the Taxis Pitane software or on the Pitane Mobility Web Application Agreement.

13.2

Censys guarantees to take appropriate technical and organizational measures against the unauthorized or unlawful processing of data entered by the Customer via the Web Application and against incidental loss, destruction or damage.

13.3

Except where expressly stated otherwise in the Taxis Pitane software or on the Pitane Mobility Web Application Agreement or in the Privacy Policy, and / or as may be reasonably necessary to enable Censys to meet its obligations under the Taxis Pitane software or on Pitane Mobility Web Application Agreement, Censys will not see any information that the Customer has placed with Censys via the Taxis Pitane software or on Pitane Mobility Web Application, and will not make Censys data available to third parties (with the exception of subsidiaries and / or affiliated companies) Censys), unless Censys is required to do so by law, regulation, court order or decision of a public authority. Censys has the right to access, aggregate and use non-personally identifiable Customer data; this data will in no way identify the Customer or any other person. Censys may use this aggregated, non-personally identifiable Customer Data to:

To help Censys better understand how its customers use the Taxis Pitane software or on the Pitane Mobility Web Application;

to provide its customers with more information regarding the use and benefits of the Taxis Pitane software or on the Pitane Mobility Web Application;

improving business productivity, including by creating useful business insights from aggregated data that allows the customer to benchmark its business performance against such aggregated data; and

improve the Taxis Pitane software or on Pitane Mobility Web Application in any other way.

Article 14: CONFIDENTIALITY

14.1

Neither party will disclose or use any Confidential Information received from the other party for any purpose other than for which the Confidential Information has been made public and / or as may be reasonably necessary to enable each party to meet its obligations under the Taxis Pitane software or on the Pitane Mobility Web Application Agreement, and to exercise the rights granted to that party under the Taxis Pitane software or on the Pitane Mobility Web Application Agreement. This also means that Censys may provide Customer's Confidential Information to those of its directors, employees, agents, subcontractors and professional advisors who must be aware of this in order to fulfill Censys' obligations under this Taxis Pitane software or on the Pitane Mobility Web Application Agreement .

14.2

Both parties take all reasonable measures to meet their confidentiality obligations. None of the provisions of this article imposes any limitation on the receiving party with regard to information or data - whether or not identical or similar to the information or data contained in the Confidential Information or otherwise - if such information or data:

(a) all the lawful possession of the receiving party before it was obtained from the disclosing party;

b) were independently developed by the receiving party without using information or data from the disclosing party;

c) are or will become generally known or accessible, other than through an act or omission of the receiving party; or

(d) be disclosed to the receiving party by a third party, without breaching any confidentiality obligation towards the disclosing party.

14.3

The confidentiality obligations in this article do not apply to the extent that the disclosing Party's Confidential Information is required to be disclosed by law, regulation or court order or by decision of a government agency, provided that the receiving party makes every effort to ensure that to limit the scope of that mandatory disclosure.

14.4

Parties guarantee that their Employees and third parties engaged by the parties will fulfill the confidentiality obligations described in Articles 14.1 and 14.2.

Article 15: INTELLECTUAL PROPERTY RIGHTS

15.1

All copyrights, patent rights, trade name rights, trademark rights, database rights, design rights (at least both registered or unregistered), rights with regard to confidential information and trade secrets and other intellectual and industrial property rights and all similar rights to protect (information relating to) the Website, Web Application and Documentation, are the exclusive property of Censys or its licensor (s). None of the provisions contained in the Taxis Pitane software or on the Pitane Mobility Web Application Agreement or the Taxis Pitane software or on the Pitane Mobility Web Application Terms and Conditions can be interpreted as leading to a full or partial transfer of those rights to the Customer.

15.2

The Customer is not permitted to change, remove or make any part of the intellectual property rights of Censys on or in the Website, Web Application or Documentation unrecognizable. The customer may not use or register any Censys brand, design, logo or domain name or a corresponding name or sign in any jurisdiction whatsoever, anywhere in the world. Any use of the brands and other intellectual property of Censys and all goodwill arising from that use will benefit Censys.

15.3

Censys will defend the Customer against any legal action brought against the Customer, insofar as this is based on a claim that the Taxis uses Pitane software or the Pitane Mobility Web Application in accordance with the Taxis Pitane software or the Pitane Mobility Web Application Agreement, the Taxis Pitane software or Pitane Mobility Web Application Terms and Documentation, infringes on a patent, copyright or trade secret of third parties that is valid and enforceable in the jurisdiction that applies to the Taxis Pitane software or to Pitane Mobility Web Application Agreement concluded between Censys and Customer. Censys indemnifies the Customer against all liability definitively assigned by a court for costs or compensation as a result of such a claim or arising from the settlement thereof, provided that the Customer:

a) immediately informs Censys in writing of such legal claim (and all prior claims in connection with this legal proceedings) when they are known to him;

(b) the action concerns the rights of a third party in a country that is a party to the Berne Convention for the Protection of Literary and Artistic Works;

c) cooperate fully with Censys in any reasonable manner at Censys' expense to enable the defense against and the settlement of such legal proceedings;

d) Allow Censys to defend the claim in question solely at its own discretion and to conduct all negotiations regarding a settlement that Censys deems appropriate.

Article 16: Jurisdiction

16.1

In the event of legal disputes, the courts within the jurisdiction in which Censys BV is established have jurisdiction to rule.

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