1. Definitions 1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with that party. 1.2 “Terms and Conditions” means these KPN Data Services Hub Terms and Conditions, which shall form an integral part of the Order. 1.3 “Confidential Information” means (a) non-public information that Customer or KPN designates as being confidential; or (b) non-public information which, given the nature of the disclosure or the circumstances surrounding disclosure, the receiving party should treat as confidential. 1.4 “Channel Partner” means an entity that KPN has authorized as a distributor or a reseller of the KPN Data Services Hub. 1.5 “Customer Data” means electronic data and information submitted by or for Customer to the KPN Data Services Hub. 1.6 “Customer Materials” means all Customer Data, Customer’s algorithms, materials, services, applications, containers (and the intellectual property rights therein), hosted by the KPN Data Services Hub. 1.7 “KPN Data Services Hub” means the KPN Data Services Hub made accessible for Customer by KPN as described in the Documentation accessible through https://www.kpn.com/DSH. 1.8 “KPN Data Services Hub Term” means a period of 3 years, unless otherwise agreed upon in an Order. 1.9 “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Customer Materials; or (b) otherwise accesses or uses the KPN Data Services Hub. 1.10 “Intellectual Property Rights” means all rights in inventions, patent applications or issued patents and any continuation applications and continuation-in-part applications, reissue or divisional applications, copyrights (including rights in software (code) and software documentation), neighboring rights, database rights, models and design rights, trademark applications or granted trademarks, trade and business names, Internet domain names, rights to know-how and any other intellectual property right or right of similar nature, anywhere in the world implied by law or accruing under common law and whether registered or unregistered, or under application. 1.11 “Notice” means any notice provided in accordance with section 12.6. 1.12 “Order” means any specific sales quotations or orders as agreed to in writing and signed by the Parties or, if the KPN Data Services Hub is purchased through a Channel Partner, by Customer and that Channel Partner, of which these Terms and Conditions are an integral part. 1.13 “Service Level Agreement” means the basic service level agreement, or an advanced service level agreement procured by Customer as identified in the Order, of which the terms and conditions are set out in the Order as they may be updated from time to time.   2. Rights to access and use the KPN Data Services Hub and SLA 2.1 Subject to the terms and conditions of the Order, KPN hereby grants Customer a non-exclusive, limited, revocable, non-transferable, non-sublicensable worldwide right to access and use the KPN Data Services Hub solely for Customer’s own business purposes during the KPN Data Services Hub Term and under the conditions further set out in the Order. All rights not expressly granted to Customer under the Order are reserved by KPN. 2.2 Customer must not: (a) modify or create derivatives of the KPN Data Services Hub ; (b) distribute or otherwise make the KPN Data Services Hub or any password, key, or other access code for the KPN Data Services Hub available to any third party; (c) reverse engineer, decompile, or disassemble the KPN Data Services Hub, unless and only to the extent that applicable law expressly prohibits this restriction; (d) defeat or work around any access restrictions or encryption in the KPN Data Services Hub, unless and only to the extent that applicable law expressly prohibits this restriction; (e) sublicense, lease, lend, or rent the KPN Data Services Hub; (f) remove, minimize, block, or modify any titles, logos, trademarks, copyright and patent notices, digital watermarks, disclaimers, or other legal notices that are included in the KPN Data Services Hub; or (g) cause the KPN Data Services Hub to become subject to a license that requires, as a condition of use, modification, or distribution, that (i) code subject to the license be disclosed or distributed in source code form or (ii) others have the right to modify or create derivative works of the code subject to the license. 2.3 KPN may change or discontinue the KPN Data Services Hub or change or remove functionality of KPN Data Services Hub from time to time. KPN will provide at least 1 month prior written Notice to Customer if KPN decides to discontinue the KPN Data Services Hub or a functionality thereof except that KPN will not be obligated to provide such Notice if the discontinuation is necessary to address an emergency or threat to the security or integrity of the KPN Data Services Hub, respond to claims, litigation, or loss of license rights for third-party intellectual property rights, or comply with the law or requests of a government entity. 2.4 Certain portions of the KPN Data Services Hub may contain open source software ("Open Source Components") that are licensed under the terms of the applicable open source licenses, as identified on http://www.kpn.com/DSH. The terms of the applicable licenses of the Open Source Components take precedence over the terms of this License, only to the extent the terms of this License are not permitted by the applicable licenses of the Open Source Components. A listing of the Open Source Components can be found in the Documentation. Customer acknowledges and agrees that any Open Source Components are provided “as-is,” and KPN disclaims all warranties, whether express, implied, or statutory, including, all implied warranties of merchantability, fitness for a particular purpose, non-infringement and title regarding or relating to any such Open Source Components. 2.5 If Customer purchased an advanced Service Level Agreement this will be identified in the Order. KPN may change the Service Level Agreement conditions from time to time, but will provide 1 month’ prior written Notice to Customer before materially reducing the benefits offered to Customer under the Service Level Agreement set out in the Order. 2.6 Availability of the KPN Data Services Hub is dependent on and subject to availability of the AWS infrastructure on which the KPN Data Services Hub is hosted. Availability of the AWS infrastructure is not covered by the service availability metrics set forth in this Service Level Agreement. KPN cannot be held responsible or liable for non-availability of the AWS infrastructure or if the AWS infrastructure does not function properly. 3. Price and payment 3.1 All prices and rates are stated in euro exclusive of value added tax (VAT) and other government levies. 3.2 KPN may annually increase the prices and rates as of 1 June in accordance with the Consumer Price Index published by Statistics Netherlands (CBS) over the previous period 1 January – 31 December. No price adjustment shall be implemented in any year where the published price index is negative. 3.3 KPN reserves the right to increase the agreed prices and rates once a year over and above the annual price index-linking subject to notification of Customer at least four weeks in advance. 3.4 KPN shall invoice amounts owed by Customer in the following way: (a) non-recurring amounts shall be billed on the date of delivery or supply; or (b) usage charges and amounts for time and materials shall be billed monthly in arrears, to be specified in the Order. 3.5 Customer shall pay all invoices by the due dates stated on each invoice. A payment term of 21 (twenty-one) days from the invoice date shall apply, unless explicitly agreed otherwise. In case Parties have agreed on payment by direct debit, KPN shall announce on the invoice on which date the invoice amount shall de debited from the account of Customer. 3.6 Objections to invoiced amounts shall be made known to KPN in writing before the due date, in the absence of which Parties shall accept the accuracy of the invoiced amounts after expiry of the due date. The data kept by KPN shall determine the amounts owed by Customer, unless Customer demonstrates that the data are incorrect. 3.7 Customer shall be in default without further notice on failure to pay amounts owed by the due date. KPN shall then be entitled to charge interest at the statutory rate within the meaning of article 6:119 (a) and article 6:120 of the Dutch Civil Code (statutory interest for late payment) and to fair reimbursement of legal and out-of-court expenses and debt collection costs. 3.8 Customer shall not be entitled to make any set-offs. 3.9 Customer shall only be entitled to suspend payment of a disputed part of the debt. Customer shall inform KPN within five working days of its reasons for seeking recourse to suspension of payment. 4. Customer’s obligations 4.1 Customer is responsible for all activities that occur under its KPN Data Services Hub accounts, regardless of whether the activities are authorized by Customer or are undertaken by Customer, its employees or a third party (including without limitation contractors, agents or End Users), 4.2 Customer will ensure that Customer Materials or Customers or End Users' use of Customer Materials will not violate these Terms and Conditions or any applicable law. 4.3 KPN Data Services Hub log-in credentials and private keys generated by the KPN Data Services Hub are for Customer's internal use only and Customer may not sell, transfer or sublicense them to any other entity or person, except that Customer may disclose its private key to its agents and subcontractors (including any of its Affiliates who are acting as an agent or subcontractor of Customer) performing work on behalf of Customer. 4.4 Customer is responsible for End Users' use of the KPN Data Services Hub. Customer will ensure that all End Users comply with Customer's obligations under these Terms and Conditions and that the terms of its agreement with each End User are not inconsistent with this Agreement. If Customer becomes aware of any violation of its obligations under these Terms and Conditions by an End User, Customer will immediately suspend access to KPN Data Services Hub by such End User, person or entity. 5. Confidentiality 5.1 Customer and KPN must not disclose any Confidential Information of the other Party for five years following the date of disclosure. However, there is no time limit on disclosure of confidential information that contains personal data as set out under Article 11. The receiving party will not be liable for disclosure of information which: (a) it already knew without an obligation to maintain the information as confidential; (b) it received from a third party without breach of an obligation of confidentiality owed to the other party; (c) it independently developed; or (d) becomes publicly known through no wrongful act of the receiving party. 5.2 However, confidential information may be disclosed as required by a judicial or other governmental order, if the receiving party either: (a) gives reasonable Notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure; or (b) obtains written assurance from the entity issuing the order that it will protect the confidential information to the maximum level allowed under applicable law or regulation. 5.3 Upon request of the disclosing Party or upon termination of the Order, all materials containing Confidential Information will be destroyed or returned to the disclosing Party and the receiving Party will retain no copies or reproductions of the Confidential Information unless required by law, except the receiving Party may retain one record copy, subject to the reasonable instructions of the disclosing Party with respect to such copy. 5.4 In the event of any unauthorized use or disclosure or loss of any Confidential Information of the disclosing Party, the receiving Party shall promptly, at its own expense: (i) notify the disclosing Party in writing; (ii) take such actions as may be necessary or reasonably requested by the disclosing Party to minimize the violation or the damage resulting therefrom; and (iii) cooperate in all reasonable respects with the disclosing Party to minimize the violation and any damage resulting therefrom. 5.5 The confidentiality obligations set out in this Article 5 shall remain valid for a period of five (5) years after expiration or termination of the Oder. 6. Warranties 6.1 KPN warrants that, during Customer’s KPN Data Services Hub Term, the KPN Data Services Hub will operate substantially in accordance with the applicable Documentation. 6.2 Except as set forth in Article 6.1, the KPN Data Services Hub is provided “as is”. Except to the extent prohibited by law, KPN makes no other representations or warranties or any kind, whether express, implied, statutory or otherwise, regarding the KPN Data Services Hub, including any implied or express warranties (a) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, (b) that the KPN Data Services Hub will be uninterrupted, error free or free of harmful components, and (c) that any content will be secure or not otherwise lost or damaged. 6.3 For any breach of the warranty of Article 6.1, Customer’s exclusive remedy and KPN’s entire liability shall be: (a) the correction of KPN Data Services Hub errors that cause breach of the warranty; or, if KPN cannot substantially correct the errors of the KPN Data Services Hub in a commercially reasonable manner, KPN may end the KPN Data Services Hub and reimburse the fees Customer paid to KPN for the KPN Data Services Hub. To the extent not prohibited by law, this warranty is exclusive and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. 7. Intellectual Property Rights and Indemnification 7.1 Customer shall retain all right, title and interest in the Customer Materials. 7.2 KPN alone (and its licensors, if applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the KPN Data Services Hub and related documentation, including any modifications or derivatives thereof, or extensions thereto. 7.3 From time to time, Customer may submit comments, information, questions, data, ideas, description of processes, or other information to KPN (“Feedback”). Such Feedback will be non-confidential (unless specifically agreed upon otherwise) and hereby irrevocably assigned to KPN. KPN may freely use, disclose, license, distribute and exploit any Feedback in any manner without payment or attribution to Customer. 7.4 The Parties may not use any of each other’s trademarks, logo's or trade names without the other Party’s prior consent. 7.5 KPN will indemnify, hold harmless and defend Customer against third-party claims related to alleged infringement of their intellectual or industrial property rights by the KPN Data Services Hub, provided always that Customer (i) immediately informs KPN of such claims, (ii) refrains from acknowledging the claims, and (iii) cooperates in putting up a defense against such claims. The indemnification obligation shall cease to exist if and to the extent that (a) the alleged infringement is reasonably ascribable to misuse of or alterations to the KPN Data Services Hub by Customer, its customers, associated companies, agents or subcontractors and, (b) if the (alleged) infringement stems from a combination of the KPN Data Services Hub with other products, software or elements not provided by KPN. If a court of law has ruled irrevocably that an act or omission by KPN has resulted in Customer infringing the intellectual or industrial property rights of third parties, KPN shall, at its election: (a) take measures to end the infringement, such as replacing the infringing KPN Data Services Hub by another functionally equivalent service or by altering the KPN Data Services Hub so that it ceases to infringe but remains functionally equivalent, or (b) end the KPN Data Services Hub and refund to Customer any amounts paid for the KPN Data Services Hub. 7.6 Customer will indemnify, hold harmless and defend KPN, its Affiliates and licensors against third-party claims related to alleged infringement of their intellectual or industrial property rights by: (a) Customer's or any End User use of the KPN Data Services Hub in a manner not authorized by the Order; (b) violation of applicable law by Customer, End Users, Customer Materials; (c) alleged infringement or misappropriation of any third party rights by Customer Materials, or (d) a dispute between Customer and any End User, provided always that KPN (i) immediately informs Customer of such claims and (ii) refrains from acknowledging the claims. The Customer is responsible for properly testing and applying routine virus updates on the Customer Materials and will be held liable by KPN for damage resulting from harmful content. 8. Liability 8.1 The collective liability of KPN, its Affiliates and its third party licensors, under the Order will be limited to the amount paid or payable for the KPN Data Services Hub in the twelve (12) months prior to the event giving rise to the claim. 8.2 Under no circumstances whatsoever shall either Party be liable towards the other Party for indirect damage, including but not confined to lost profits, missed savings, loss of data, damage through stagnation of operations, de-staffing, penalties and charges owed to third parties and impaired goodwill, or unavailability of the KPN Data Services Hub (this does not limit any service credits that may be available under the Service Level Agreement). 8.3 The limitations of liability stated in this Article 8 shall not apply in the case of damage caused deliberately or through intentional misconduct, by the managing board of KPN. 8.4 Establishment of any right to compensation shall in each instance be conditional upon Customer reporting such damage to KPN in writing within three months of its occurrence. 8.5 The limitations of liability stated in this Article 8 shall apply mutatis mutandis to indemnification. 9. Suspension, term and termination 9.1 KPN may suspend Customer's or any End User's right to access or use any portion of or all of the KPN Data Services Hub immediately upon Notice to Customer if KPN reasonably determines: (a) Customer's or an End User's use of the KPN Data Services Hub (i) poses a security risk to the KPN Data Services Hub or any third party, (ii) risks adversely impacting KPN’s systems, the KPN Data Services Hub or the systems or content of any other KPN customer, or (iii) risks subjecting KPN or its Affiliates to liability; or (b) Customer or any End User is not in compliance with the Order. 9.2 KPN will use commercially reasonable efforts to restore Customer's rights to use and access those portions of the KPN Data Services Hub or accounts that gave rise to the suspension promptly after Customer has resolved the problem giving rise to the suspension. 9.3 If KPN suspends Customer's right to access or use any portion of the KPN Data Services Hub: (a) Customer remains responsible for all fees and charges Customer incurs during the period of suspension; and (b) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension. 9.4 The Order continues in full force and effect for a period of 3 years, unless otherwise agreed upon in an Order, or unless otherwise terminated earlier as provided hereunder. 9.5 Either Party may terminate the Order upon written Notice to the other Party if such other Party commits a material breach of these Terms and Conditions and does not cure such breach within thirty (30) days following its receipt of Notice thereof from the terminating Party. No refunds shall be issued to Customer if Customer commits a material breach of these Terms and Conditions. 9.6 Additionally, either Party may terminate the Order immediately upon written Notice if (a) the other Party has applied for or has been granted suspension of payments or it has become subject to any emergency measure regarding the other Party’s ability to fulfill its financial obligations, on a temporary basis or otherwise; (b) bankruptcy has been filed by or against the other Party or the other Party is declared bankrupt; or (c) attachment is levied on part or all of the other Party’s assets. 9.7 The provisions of these Terms and Conditions, which by their nature survive expiration or termination of these Terms and Conditions, shall survive, including, but not limited to the following Articles: 5 (Confidentiality), 6 (Warranties), 7 (IPR and Indemnification), and 8 (Liability). 10. Force Majeure 10.1 Neither Party shall be bound to fulfil any obligation if prevented from doing so by force majeure. 10.2 Force majeure shall include but not be limited to instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfilment by suppliers of KPN or force majeure on the part of suppliers of KPN. 10.3 If force majeure lasts longer than ninety (90) days, each Party shall have the right to end the Order through written Notice by registered letter, unless it appears likely that the force majeure will be resolved within a reasonable period of time. Anything already delivered under the Order shall be paid for proportionately, without Parties owing each other anything further. 11. Obligations under General Data Protection Regulation 11.1 To the extent KPN may have access to personal data of Customer’s employees or customers, Parties will act in accordance with the EU General Data Protection Regulation. The Parties will conclude a data processing agreement, which shall be attached hereto as Annex1. 12. Final provisions 12.1 KPN shall be entitled to assign the Order to KPN Affiliates and/or to third parties. Customer shall not withhold its cooperation or delay such assignment on unreasonable grounds. Supplier shall inform Customer of such an assignment. Customer may not assign the Order without KPN’s prior written consent. 12.2 If conflicts exist between provisions in these Terms and Conditions, the Documentation and other parts of the Order, the following precedence shall apply: 1. Terms and Conditions, 2. Documentation, 3. Other parts of the Order. 12.3 Conditions of purchase or other conditions of Customer and/or third parties shall not apply under any circumstances whatsoever. KPN’s signature or acceptance (tacit or otherwise) of documents of Customer and/or third parties declared subject to such general conditions shall not constitute their acceptance. 12.4 If provisions or parts of provisions in the Order are or become unlawful, invalid or unenforceable, the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. The unlawful, invalid or unenforceable provision shall be deemed replaced by a provision that as far as possible has the same legal and commercial purport. 12.5 No modification of the Order will be binding unless in writing and signed by the Parties. 12.6 To give notice to a party under this Order, each Party must contact the other Party as follows: by personal delivery, overnight courier or registered or certified mail. Notices must be addressed to the address of the other Party listed on this Order, or such other address as a Party may subsequently designate in a notice to the other Party. Notices provided by registered or certified mail will be effective three business days after they are sent. Notwithstanding the foregoing, KPN may provide notice to Customer under Sections 2.3, 2.5 and 9.1 by sending a message to the email address then associated with at least one of Customer's accounts, 13. Governing law and Competent court 13.1 Dutch law shall govern this Order. The Parties hereby exclude application of the United Nations Convention on Contracts for the International Sale of Goods 1980. 13.2 Any disputes between Parties arising from or related to the Order shall be exclusively submitted to a court of law with jurisdiction in Rotterdam, The Netherlands.