General Terms and Conditions CRM Partners 2016 1. Definitions 1.1 Additional Conditions of Use: The conditions with respect to the use of Software of Third Parties. 1.2 Additional Services: all possible services, not falling within the scope of Services, provided to the Client by CRM Partners, for example configuration, data-migration, software development, education and consultancy. 1.3 General Terms and Conditions: these general terms and conditions and any annexes. 1.4 Means of Authentication: the (combination of) data and/or resources that allow the Client to authenticate itself to CRM Partners, such as the combination of username/password, (PIN) codes whether or not unique or generated by devices, etc. 1.5 CRM Partners: CRM Partners Group B.V. and/or any of its group companies or a single entity in which it holds a controlling interest. 1.6 Third Parties: Parties other than CRM Partners. 1.7 Services: the services of CRM Partners as specified in the Contract, including making the Software available and the Implementation thereof 1.8 Documentation: the (user) manuals and (user) instructions that are provided by CRM Partners concerning the Software and Services. 1.9 Defect: the substantial non-fulfilment of the Software or a Service with the Documentation. 1.10 Implementation: the work focused on the design and configuration of the Software of CRM Partners and/or Third Parties and other work that is necessary to provide the Software ready for use to the Client. 1.11 Maintenance: the correction of Defects in the Software and (if any) making available new versions of the Software. 1.12 Support: the help desk Service agreed between CRM Partners and the Client for user questions and breakdown reports and – if possible - the resolving of breakdowns and/or Defects all as defined in these General Terms and Conditions. 1.13 Client: the other party that uses the Services of CRM Partners. 1.14 Contract: the contract between CRM Partners and the Client Concerning Members Life. 1.15 In Writing: by letter or by e-mail. 1.16 Service Level Agreement: the separate agreement in which the maintenance and support services are further specified. 1.17 Software: the standard Members Life software of CRM Partners and/or Third Parties software specified in the Contract. 1.18 Support Ticket: the unit of 1 hour of Additional Services provided to the Client by CRM Partners. 2. General 2.1 These General Terms and Conditions apply to all offers and all Contracts of CRM Partners. These General Terms and Conditions also always apply to other or subsequent Contracts, regardless of whether these have also been explicitly declared applicable after the first Contract. The applicability of any general terms and conditions of the Client is explicitly excluded. 2.2 To the extent that the performance of the Contract also involves the (onward) supply of products and/or services of Third Parties, the relevant (general) terms and conditions of the respective Third Parties also apply. The use of Software of Third Parties is subject to the Additional Conditions of Use that are also applicable. 2.3 Unless otherwise stated in these General Terms and Conditions or agreed upon in the Contract, deviations from and supplements to these General Terms and Conditions or Contracts - including oral agreements - are only valid if they are confirmed by CRM Partners In Writing. 2.4 CRM Partners reserves the right to amend or supplement the General Terms and Conditions. CRM Partners shall inform the Client at least one month before the amendment comes into force. In principle, such amendments or supplements also apply to Contracts already agreed. 2.5 If one or more provisions of these General Terms and Conditions are found to be legally invalid or declared void, the remaining provisions of these General Terms and Conditions remain in full force. In such case, the parties will consult in order to agree on new provisions to replace the invalid provisions, whereby the purpose and intent of the invalid provisions will be observed as far as possible. 2.6 In the event of a conflict between the Contract, the General Terms and Conditions and/or the agreements confirmed In Writing by CRM Partners, the following ranking order shall apply (more specific prevails over general): (1) Contract, (2) General Terms and Conditions, (3) Additional Conditions of Use, (4) any applicable general terms and conditions of Third Parties, and (5) the Service Level Agreement. 2.7 The Client cannot transfer the rights and obligations under the Contract to a third party, except after having obtained the prior consent of CRM Partners In Writing. CRM Partners may attach conditions to this permission. 2.8 Only the Dutch version of these General Terms and Conditions is authentic. If a translation deviates in any way, the Dutch text shall prevail. 3. Conclusion of the Contract 3.1 All offers (including the prices indicated by CRM Partners), in whatever form, are without obligation and can be revoked by CRM Partners. The Client warrants the correctness and completeness of the information provided by it to CRM Partners and on which CRM Partners bases its offer. 3.2 Unless otherwise stated in these General Terms and Conditions, a Contract is concluded by the signing of the Contract by the Client. Contracts concluded electronically (including by e-mail) are concluded only after an order placed with CRM Partners is confirmed In Writing. Articles 6:227a and 6:227b of the Dutch Civil Code do not apply. CRM Partners reserves the right to refuse orders for its own reasons, in which case CRM Partners shall inform the Client of this as soon as possible. 3.3 Subject to proof to the contrary, the administrative information of CRM Partners is conclusive and binding with respect to the content and the interpretation of the provisions of the Contract and this information shall serve as evidence thereof. 4. Performance of the Contract 4.1 CRM Partners shall make every reasonable effort to fulfil its obligations. However, CRM Partners cannot guarantee that the Software and/or Services will function without restrictions, interruptions, Defects or malfunctions at all times. 4.2 CRM Partners reserves the right to make changes and/or improvements to the Software or Services as well as in the Documentation and/or procedures that CRM Partners deems useful or necessary, without this giving rise to any obligation of compliance, compensation or damages by CRM Partners to the Client. The Client undertakes to accept these improvements and changes and to follow the instructions of CRM Partners concerning their Implementation. 4.3 All (delivery) periods stated by CRM Partners are approximate dates and are based on the information and circumstances that were known to CRM Partners when the Contract was entered into. Stated (delivery) periods shall never be regarded as a deadline, unless CRM Partners and the Client expressly agreed otherwise concerning a specific period, in the Contract. Therefore, failure to meet a (delivery) period does not result in the immediate default of CRM Partners. 4.4 CRM Partners shall only be in default after the Client has declared CRM Partners to be in default by written notice, which notice sets out a reasonable time period for CRM Partners to discharge its obligations, and if CRM Partners imputably to discharge its obligations within this period. The notice of default must contain a description of the shortcoming that is as complete and as detailed as possible, so that CRM Partners is able to react effectively. 4.5 CRM Partners shall determine the manner of execution of the Services and the persons who will perform the Services, to the extent that the parties have not expressly agreed otherwise in the Contract. If and to the extent required for the proper execution of the Services, CRM Partners is entitled to have certain work performed by Third Parties. 4.6 If CRM Partners provides advice, whether or not as part of its work, this advice shall be deemed to have been given solely for the benefit of the Client. Advice is provided based on the information provided by the Client. The Client is not entitled to disclose the advice or the associated data to Third Parties or make it available to Third Parties, unless (a) CRM Partners has expressly given its consent to this In Writing, (b) the Client has paid the fee/wage due to CRM Partners for the advice and (c) the Client has agreed with the Third Party(ies) that CRM Partners accepts no responsibility vis-à-vis the Third Party(ies) with respect to the content of the advice. 4.7 The Client warrants the accuracy and completeness of the information, documentation, designs and specifications provided by it to CRM Partners. 5. Services CRM Partners 5.1 If it has been agreed in the Contract that CRM Partners will provide the Client with Software of its own and/or of Third Parties, this will take place in accordance with the conditions (of use) as described in the Contract, these General Terms and Conditions and (as regards Software of Third Parties) the Additional Conditions of Use. 5.2 CRM Partners shall - unless otherwise agreed in the Contract - host the relevant Software as well as the data of the Client in the data centres its selects or the data centres of its licensors (Third Parties). 5.3 CRM Partners reserves the right at all times to temporarily make the Software unavailable when CRM Partners deems this necessary for the sake of the safety and integrity of the relevant services, the performance of necessary (preventive) maintenance, the repair of Defects and the remedy of breakdowns or the modification and improvement of the Software of CRM Partners and Third Parties. CRM Partners shall arrange for such period of inactivity to take place outside office hours as much as possible and will notify the Client as soon as possible of the planned period of inactivity. CRM Partners will never be held liable for any compensation vis-à-vis the Client for the aforementioned period of inactivity. 6. Implementation 6.1 The Implementation will take place by CRM Partners in collaboration with the Client in accordance with the best practices of CRM Partners, unless CRM Partners and the Client have agreed otherwise In Writing. 6.2 If it is agreed that the Software of CRM Partners and/or Third Parties should be installed or deployed at a location or environment specified by the Client, the Client is responsible for that location/environment and for all the necessary technical facilities. The Client guarantees that this location/environment will at least meet the technical and functional requirements as specified in the Contract, the Documentation, the Additional Conditions of Use or other instructions of CRM Partners or its licensors In Writing. If the installation location/environment does not fulfil the requirements set in advance by CRM Partners and/or if the Client does not provide access to CRM Partners (or to Third Parties engaged by it) to the relevant environment/location, CRM Partners is entitled to postpone the Implementation and the expenses already incurred and (extra)expenses possibly yet to be incurred by CRM Partners to complete the Implementation at a later date shall be payable in full by the Client. 7. Acceptance 7.1 Unless the parties have agreed to an acceptance scheme, the Software provided and the Services performed shall be deemed accepted as soon as the Software is delivered ready to use and the Services have been performed. If an acceptance scheme has been agreed upon, the Software and/or Services shall be deemed accepted after the successful completion of the acceptance scheme. 8. Additional Services 8.1 If it has been agreed in the Contract that CRM Partners will provide Additional Services, these Additional Services will be provided by CRM Partners at the current consultancy rates, based on actual time spent. Additional Services shall be paid on a ‘pay-per-use’-basis. 8.2 CRM Partners shall monitor and register the amount of Support Tickets used by the Client. The amount of Support Tickets offered for Support will be based on the need of the Client and will be provided at the current rates based on actual time spent. If agreed, the Client will be entitled to a specified amount of Support Tickets. 8.3 Unless the parties have agreed otherwise, the Software will not be installed at the location of the Client and CRM Partners will not provide Support for an older version of the Software, if the Client does not change to an (existing) new version. 8.4 Regarding Software of Third Parties, CRM Partners is only obliged to provide Support as long as and to the extent that the relevant Third Party supports that Software. 8.5 Unless parties have agreed otherwise, Education programmes offered by CRM Partners will be offered online. All registrations will be confirmed by CRM Partners In Writing and shall only be final after this confirmation. Unless otherwise agreed, the fee for training is due in advance and must be paid within five (5) business days of the commencement of the training. In the event of cancellation by the Client (and/or its employees) within five (5) business days of the start of the course, the full cost will be charged. At the first opportunity, the registered participant may however take the same course given by CRM Partners at a later stage if CRM Partners agrees, for which additional fees may be charged. 8.6 CRM Partners reserves the right, without providing reasons and/or any obligation to pay compensation, to change confirmed education data or change or combine education programmes or, in the worst case scenario, cancel these if there is (among other things) insufficient interest or a teacher is not available (any longer). The Client shall be informed of this (if possible) before the start of the education programme. In case of cancellation by CRM Partners, any course fees already paid will be refunded. 8.7 The course material provided may be retained by the student. All intellectual property rights to this material are held by CRM Partners and/or Third Parties. Subject to the written agreement of CRM Partners, reproduction of the course material is prohibited. 9. Responsibilities of the Client 9.1 Notwithstanding the other obligations of the Client arising from the Contract, these General Terms and Conditions and/or Additional Conditions of Use, the Client shall provide all necessary cooperation to CRM Partners. This includes, among other things, the timely supply of the information that is required by and necessary to CRM Partners, as well as all other assistance deemed necessary by CRM Partners for the execution of the Services. If the commencement or the progress of the work is delayed by factors for which the Client is responsible, the costs arising therefrom for CRM Partners shall be compensated by the Client at the usual rates of CRM Partners. 9.2 The Client guarantees that it will only use the Software and Services in accordance with the Documentation and instructions of CRM Partners and the Additional Conditions of Use of Third Parties. 9.3 The Client is responsible for ensuring that the equipment used by its organisation for the Software and Services satisfies and will continue to meet the minimum requirements set by CRM Partners or the Third Parties in respect thereof. The Client is also responsible for adequate maintenance of this equipment. 9.4 The Client must inform CRM Partners In Writing of changes to administrative information at least 10 days prior to such change taking effect. 9.5 If the Client is provided with access to an online management module or another online portal that allows the Client (among other things) to manage its Contract (adjusting licence numbers, etc.), it must observe the following conditions: a. The Client is at all times fully responsible and liable for any use of the Means of Authentication supplied/allocated to, or generated by, it. The Client shall exclusively use the Means of Authentication for the purpose for which it was provided. b. If the Client is provided with Means of Authentication that appoint (employees of) the Client to ‘super-user’ or ‘super-administrator’, the Client is obliged to return these Means of Authentication to CRM Partners as soon as possible and the Client is obliged to ensure that its employees will not use those Means of Authentication. c. CRM Partners may assume that a user who identifies himself or herself by means of the Means of Authentication on behalf of the Client, is also actually entitled to represent the Client. The Client shall be bound vis-à-vis CRM Partners and/or other relevant Software products to (legal) acts that have been protected, transmitted or carried out using the Means of Authentication. The consent or permission given by means of the Means of Authentication by the Client, has the same legal consequences as a handwritten signature. The Client agrees that if and to the extent that a signature is required for concluding and/or modifying a Contract, giving consent by means of the Means of Authentication is sufficient. d. As soon as the Client knows or has reason to suspect that the Means of Authentication has fallen into unauthorised hands or is otherwise misused, the Client shall immediately notify CRM Partners thereof, without prejudice to the Client's own obligations to take immediate effective measures itself. e. CRM Partners reserves the right to suspend its services vis-à-vis the Client (wholly or partially) in the case of (suspected) unauthorised use or the leaking of the Means of Authentication. The Client shall bear all costs which may result from this unauthorised use and/or misuse and is liable for any damage that CRM Partners and/or its suppliers may suffer as a result. 9.6 Until one year after the end of the Contract, the Client will not employ personnel of CRM Partners or enter into negotiations with the personnel, without the express prior permission of CRM Partners, all this on the penalty of forfeiting a fine of € 20,000.00 that is immediately due and payable, plus € 2,000.00 for each day the violation continues. 10. Fees and payment 10.1 The payments owed to CRM Partners by the Client for Services to be provided will be calculated on a basis of the amount of users of the Software in the past month and the amounts specified in the Agreement. The minimum amount of users to be charged is 10, also if the actual amount of users in the relevant month is less than 10. Payments will be billed afterwards by CRM Partners on a monthly basis. 10.2 Compensation for the work performed by CRM Partners is subject to the following conditions, unless expressly agreed otherwise: - work is carried out on business days between 08.00 hours and 18.00 hours; - no travel time will be charged for orders within the Netherlands; - the actual travel time will be charged, however, for orders outside the Netherlands. 10.3 For work performed outside the hours set out in Article 10.2, the following rates apply: - business days from 18.00 hours to 24.00 hours: 150% - business days from 24.00 hours to 8.00 hours: 200% - Saturday, Sunday and public holidays: 200% - All hours mentioned in this article should be read as UTC +0200 during the summer and UTC +0100 during the winter. 10.4 If CRM Partners carries out its activities at the place of business of the Client, a minimum invoice amount of four (4) hours applies. 10.5 If CRM Partners performs additional work at the request of the Client, such work will be considered as additional work that is eligible for compensation. Such work will be performed by CRM Partners at the current hourly rates based on actual costs. 10.6 All amounts and rates mentioned by CRM Partners are in euros and exclusive of VAT and other taxes or charges by the government, as well as exclusive of travel and accommodation costs. 10.7 CRM Partners reserves the right to modify its rates and fees annually on 1 January in accordance with the CBS Price Index for ICT business services. In addition, CRM Partners is at all times entitled to pass on demonstrable price increases of Third Parties and other suppliers of CRM Partners to the Client. 10.8 Unless otherwise agreed, payment must be made within 30 days of the invoice date. If the Client fails to make timely payment, the Client is in default by operation of law. The Client shall in that case owe the statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) from the due date of the invoice until the date of payment in full, all this without prejudice to the other rights of CRM Partners. Any costs, both judicial and extrajudicial (including in any event collection costs and execution costs), incurred by CRM Partners to enforce the fulfilment of the payment obligations of the Client, shall be charged to the Client. The extrajudicial costs shall herewith be set at 15% of the invoice amount, with a minimum amount of €350.00. 11. Warranty 11.1 The Client acknowledges that the undisturbed operation of the Software and Services is dependent on external (physical) factors, such as internal and external networks, geographic location and buildings. Given these dependencies, CRM Partners cannot guarantee that the Software and Services will be without error, free from Defects and will operate without breakdowns at all times. The Software made available by CRM Partners will be delivered in the condition it is in at that time. In the event of any Defects and/or breakdowns occurring during use of the Service, CRM Partners shall always exert its best efforts to repair or resolve these in accordance with Article 10. Further liability of CRM Partners is precluded. 12. Duration, termination and consequences of termination 12.1 The (initial) duration of the Contract is determined in the Contract. If no period is specified therein, the Contract has a duration of one (1) month. Unless otherwise agreed, the Contract will be automatically renewed by one (1) month each time at the end of the initial duration. 12.2 Both parties may terminate the Contract towards the end of the (extended) duration of the Contract. Early and interim termination of the Contract by the Client is not possible. 12.3 Without prejudice to its legal rights, CRM Partners is authorised to suspend the fulfilment of its obligations or to dissolve the Contract without notice of default out of court, in whole or in part, without being liable for any refund or compensation if: (a) the Client fails to fulfil its obligations under the Contract or fails do so in good time or in full; (b) in respect of the Client, a suspension of payments, provisional or otherwise, is applied for or granted; bankruptcy is filed or the Client is declared bankrupt; if the company of the Client is liquidated or terminated other than for the reconstruction or amalgamation of companies. 12.4 If the Client terminates the Contract by dissolving it and has already received performance in execution of the Services from CRM Partners, then this performance and the related payment obligation cannot be undone, unless the Client demonstrates that CRM Partners is in default with respect to that performance. Amounts that CRM Partners has invoiced before the dissolution with respect to performance or deliveries already properly made in execution of a Service, remain payable in full with due regard of the provisions of the previous sentence and are immediately due and payable at the moment of dissolution. 12.5 After being notified of the end of the Contract, CRM Partners will afford all necessary cooperation for a smooth transfer to a new system by the Client, including by making available all files and information of the Client to the Client or a Third Party designated by the Client. The reasonable accompanying costs will be reimbursed by the Client at the current hourly rates of CRM Partners. After termination of the Contract for any reason and on any grounds, the Client shall - unless expressly agreed otherwise - immediately cease use of all Software made available and (if applicable) immediately remove all copies made thereof from its systems. If the files and information are stored in systems of Third Parties, the above will apply in accordance with the conditions and restrictions of the applicable Additional Conditions of Use. 13. Liability 13.1 The total liability of CRM Partners for damage suffered by the Client as a result of the failure to perform the Contract by CRM Partners or any person for whom it is liable under the law, or for any other reason, is limited to compensation of direct loss to the maximum amount paid by the insurance of CRM Partners or the maximum of the invoice amount (excluding VAT). If there is a Contract with a term exceeding twelve (12) months, such compensation is limited to the amount invoiced and received by CRM Partners during the twelve (12) months prior to the occurrence of the damage. In no event shall the total liability for direct loss amount to more than €50,000.00 (fifty thousand euros). Direct loss will only mean: a. reasonable expenses that the Client would have to incur in order to have the performance of CRM Partners conform to the Contract; this alternative loss is, however, not compensated if the Contract is dissolved by or on the demand of the Client; b. reasonable expenses that the Client has incurred for keeping its old system or systems and the associated facilities operational for longer out of necessity because CRM Partners did not deliver on a final delivery date that was binding to it, less any savings that are the result of the delayed delivery; c. reasonable expenses incurred to establish the cause and extent of the loss, in so far as the finding relates to direct loss within the meaning of these terms and conditions; d. reasonable expenses incurred to prevent or limit the loss, in so far as the Client demonstrates that these expenses resulted in a limitation of direct loss within the meaning of these terms and conditions. 13.2 The liability of CRM Partners is excluded for indirect loss. Indirect loss will mean: consequential damage, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of customers of the Client, corruption or loss of data and all forms of damage other than those mentioned in Article 15.1, for any reason whatsoever. 13.3 The limitations of liability under this article shall not apply in case the damage of the Client has been caused by intent or gross negligence of CRM Partners. 13.4 The liability of CRM Partners can only arise if the Client immediately holds CRM Partners in default by letter, which sets out a reasonable time period for curing the relevant shortcoming, and if CRM Partners continues to fail imputably after this period. The notice of default must contain a description of the shortcoming that is as full and detailed as possible, so that CRM Partners is able to react effectively. 13.5 A claim for compensation cannot be considered unless the Client reports the damage as soon as possible after it arises to CRM Partners, but no later than one (1) month thereafter. 13.6 Insofar as persons who are engaged by CRM Partners in connection with the performance of orders by the Client wish to limit their liability in connection therewith, all the orders given to CRM Partners include the authorisation to accept such limitations of liability on behalf of such persons. Any own liability of CRM Partners for unforeseen shortcomings of such persons who are engaged is excluded. 14. Force Majeure 14.1 Insofar as not already provided for by law, CRM Partners is not liable for any damage nor obliged to fulfil any obligation, if the damage is the result of, or if the parties are hindered by, force majeure. Force majeure in this light means, among other things: power failure, failure of internet and/or other telecommunication connections, breakdowns in the electricity supply and/or communication networks, computer viruses and any failure attributable or otherwise of Third Parties engaged by CRM Partners, as well as all other circumstances that are beyond the control of CRM Partners. 14.2 If a force majeure event occurs, the party who relies upon it shall notify the other party as soon as possible by submitting the necessary documents In Writing. 15. Intellectual property and indemnification 15.1 All intellectual property rights relating to the Software, Services, Documentation and (the contents of) the website/websites of CRM Partners are held exclusively by CRM Partners and/or the Third Parties. If CRM Partners develops Software on behalf of the Client, the intellectual property rights thereto accrue to CRM Partners. The Client acknowledges these rights and guarantees that it will refrain from any breach thereof. 15.2 The Client receives a non-exclusive and non-transferable right of use only for the duration of the Contract, all this under the condition of full compliance by the Client of its obligations under the Contract, these General Terms and Conditions and any applicable Additional Conditions of Use. Unless otherwise agreed, the Client may use the Software and Services provided only in and for the purpose of its own business or organisation for the use intended in the Contract. Any other use, including the provision of the Software and Services to Third Parties, is not permitted without the prior permission of CRM Partners. 15.3 Any reports, models, designs, plans, programs, source codes and object codes, specifications, recommendations, calculations and drawings created in the context of the performance of the Contract by CRM Partners, shall remain the property of CRM Partners at all times, irrespective of whether these have been provided to the Client or to Third Parties. These may not be reproduced, made public or disclosed to any Third Parties by the Client without the prior permission of CRM Partners. 15.4 CRM Partners indemnifies the Client against any legal claim of a Third Party that is based on the allegation that the Software of CRM Partners infringes a right of intellectual property applicable in the Netherlands, under the condition that the Client (a) informs CRM Partners promptly In Writing about the existence and contents of the legal claim; and (b) leaves the handling of the matter, including effecting any settlements, fully to CRM Partners. The Client will, for that purpose, give CRM Partners the necessary powers of attorney, information and cooperation so that CRM Partners can defend itself against these legal claims, if necessary in the name of the Client. This obligation for indemnification lapses if the stated infringement is connected to changes that the Client has made or has had Third Parties make to the Services. If it has been irrevocably established at law that the Software of CRM Partners infringes any right of intellectual property belonging to a Third Party, or if in the opinion of CRM Partners there is a reasonable chance that such an infringement occurs, CRM Partners will ensure as best as possible that the Client can continue to use, undisturbed, the supplied Software or functionally equivalent Software, for example by adjusting the parts constituting an infringement or by acquiring a right of use for the Client. If CRM Partners, at its sole discretion, cannot ensure that the Client can continue to use the supplied goods undisturbed or can only do so in a way that is (financially) unreasonably onerous for CRM Partners, CRM Partners shall take back the supplied goods and credit the acquisition costs minus a reasonable payment for use. CRM Partners shall only make a decision in this connection after consultation with the Client. Any other or further liability or obligation to indemnify of CRM Partners due to infringement of rights of intellectual property of Third Parties is excluded. 15.5 The Client realises that CRM Partners makes Software of Third Parties available over which CRM Partners has or had no control or influence in the creation and/or adaptation thereof. The indemnification of CRM Partners in Article 17.4 therefore does not apply to Software of Third Parties. In respect thereof, any indemnification conditions of the Additional Conditions of Use shall apply. 16. Confidentiality 16.1 The Client is obliged to keep confidential any confidential information (software lists, Documentation, benchmark tests, specifications, object codes, source codes and machine-readable copies of the software, including Means of Authentication) that it has received in the context of its Contract with CRM Partners or from other sources. Information is confidential if it has been communicated by CRM Partners or if this arises from the nature of the information. 16.2 The Client shall agree the same obligation of confidentiality with its personnel and/or Third Parties employed by it who can obtain actual access to the data referred to in the previous paragraph and the Client guarantees to CRM Partners the compliance thereof by its personnel and/or Third Parties. 16.3 The Client is obliged to take appropriate technical and organisational security measures in order to protect (confidential) data of CRM Partners and Third Parties that it obtains in the scope of the performance of the Contract against loss or any form of unlawful processing. 17. Processing of personal data 17.1 During the performance of the Contract, personal data of Third Parties (for example, customers of the Client) are processed. The Parties agree that the Client must be designated as controller in that connection and CRM Partners as processor. 17.2 The Client hereby instructs CRM Partners to process that personal data on its behalf for the performance of the Contract. CRM Partners shall only process personal data in the context of the order arising from the Contract and shall otherwise process any personal data in accordance with applicable laws and regulations. In that context it will, inter alia, take appropriate technical and organisational measures to protect the processing of personal data. The Client is aware that CRM Partners uses (storage) services of Third Parties for the performance of the Contract and agrees to this in advance. 17.3 The Client warrants to CRM Partners that the contents of the data are not unlawful, that the use and/or the processing of the data take place in accordance with the applicable laws and regulations, and that no third-party rights are infringed. The Client indemnifies CRM Partners against any legal claim by Third Parties for whatever reason, in connection with this processing of personal data. 17.4 If (in the unlikely event) a breach of the security measures occurs at CRM Partners, CRM Partners shall immediately notify the Client of this, without prejudice to the obligations of CRM Partners in such case to directly take effective measures to combat the negative effects arising from the incident to the extent possible and to limit further negative effects as much as possible. CRM Partners keeps a logbook of the incidents referred to in the previous paragraph, as well as the measures taken in response to such incidents, and submits it for inspection at the first request of the Client. To the extent the Client deems it necessary to inform those concerned of one or more incidents as referred to in the preceding articles, CRM Partners will provide all necessary cooperation. 18. Applicable law, competent court 18.1 Only Dutch law is applicable to all Contracts and obligations that arise from them or are related to them. The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded. 18.2 All disputes arising out of or related to the Contract and these General Terms and Conditions that cannot be resolved by mutual agreement, will be settled by the competent Dutch court in the place of business of CRM Partners, unless the Parties agree on mediation or arbitration in the context of a specific dispute.