THE UNDERSIGNED 1. <•>, having its registered office in <•>, with its office in <•>, registered in the Commercial Register under number: <•>, hereinafter referred to as: “Customer”; 2. EDGE Next Services B.V., having its registered office in <•>, with its office in <•>, registered in the Commercial Register under number: <•>, hereinafter referred to as: “Supplier”; the aforementioned parties also jointly referred to as “Parties” and each individually as “Party”; WHEREAS: A. the Supplier specialises in the supply of Smart Services (as defined below) related to commercial buildings, including the supply of dashboards and data analysis; B. the Customer leases or owns (a part of) the building(s) located at <•> (“Building”) and the Customer wishes to use Smart Services with respect to the Building; C. the Supplier has developed the EDGE Platform (a Software as a Service solution), to which platform the Customer will have access and through which platform the Smart Services are provided; D. in order for the Supplier to supply Smart Services to the Custumer, the presence of interconnected hardware and software within the Building is necessary (“IoT enabled Infrastructure”), as further specified in this agreement; E. the Parties have entered into consultations and have reached consensus on the supply of the Smart Services by the Supplier to the Customer, which consensus they wish to lay down by means of this agreement (“Agreement”). DECLARE TO HAVE AGREED AS FOLLOWS ARTICLE 1. DEFINITIONS 1.1 In this Agreement, the terms defined below have the following meaning: Agreement: the present Software as a Service Agreement including the appendices to it, as well as, where applicable, any changes thereof agreed between the Parties in writing by authorised persons. Appendix: an appendix to this Agreement. Article: an article in this Agreement. IoT enabled Infrastructure the interconnected hardware and software-systems in the Building that control (part of) the overall functioning of the Building and provide Building Data for the delivery of Smart Services, more specifically consisting of the Building Management System and the Sensors. Building: the building(s) located at <•> in <•>, which building(s) is owned or (partly) leased by the Customer. Building Data: the set of (digital) data and information of any kind whatsoever, not containing any Personal Data, generated by the IoT enabled Infrastructure and which data the Supplier may use to supply Smart Services. Building Management System: the (cloud-hosted) building management system that is part of the Building, which system is operated by the building owner and/or its property manager and manages the installations in the Building for (amongst others): heating, cooling, ventilation and other building related technical installation and systems. Commencement Date: the date on which this Agreement becomes effective, as stipulated in Article 2.2. Connection Conditions: the connection conditions established between the Parties, that stipulate which (hardware- and software related) requirements have to be met in order for the Supplier to supply Smart Services, appended to this Agreement as Appendix 1. EDGE Platform: a “Software as a Service” cloud platform developed by the Supplier, through which platform the Smart Services are provided to the Building Owner and/or Lessees. General Data Protection Regulation: the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC. Implementation: the actual implementation and setup activities to be performed by the Supplier for connecting the IoT enabled Infrastructure to the EDGE Platform in order to deliver Smart Services, commencing on the date as specified in Article 2.3 up to completion such to be evidenced by delivery of the EDGE Platform with login creditantials by the Supplier to the Customer. Personal Data: in accordance with article 4 (1) of the General Data Protection Regulation: any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Processing: any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as the collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data. Offer: the list of all Smart Services which the Supplier will be able to supply to Customer, pursuant to this Agreement, also showing the factually purchased Smart Services by the Customer, including a clear description thereof and the accompanying compensation (Appendix 3), which list can be modified in the manner as further explained in Article 3 of this Agreement. Sensor(s): hardware that is installed or will be installed in the Building that collects information (data) on the Building (for example indoor conditions or occupancy information) including the gateways that are connected to the Sensor(s). Smart Services: the services relating to dashboards, data analysis and reports as specified in the Offer, which services the Supplier may supply the Customer with on the basis of accessibility of Building Data to the Supplier and the connection of the EDGE Platform to the IoT enabled Infrastructure. Workday: Mondays up to and including Fridays, except for public holidays in the Netherlands. Working hours: Workdays from 08:30 a.m. till 5:00 p.m. 1.2 Definitions can be used in the singular or in the plural without any loss of their substantive meaning. ARTICLE 2. ASSIGNMENT AND DURATION 2.1 The Customer assigns the Supplier as the Supplier accepts this assignment from the Customer, under the conditions and stipulations as set out in this Agreement, to supply the Customer with the selected Smart Services as presented on the Offer (Appendix 3). 2.2 This Agreement starts on <•> (the Commencement Date). 2.3 The Implementation of Smart Services will start on <•>, subject to the conditions for Implementation, as described under the Connection Conditions (Appendix 1) being in place prior to this date. 2.4 Supply of Smart Services will start after completion of the Implementation and will be supplied to Customer for a duration of <•> year(s). The supply of Smart Services is subject to the conditions for supplying Smart Services being met, as described under the Connection Conditions (Appendix 1) and under this Agreement. 2.5 After expiry of the term stipulated in Article 2.2, this Agreement will be automatically extended with consecutive renewal periods of <•> each, unless one of the Parties terminates this Agreement with due observance of a written notice period of <•>. 2.6 The duration of this Agreement as referred to in Article 2.2 is without prejudice to the other stipulations in Article 8 regarding the termination of this Agreement. ARTICLE 3. SMART SERVICES 3.1 Direct connection and access to the IoT enabled Infrastructure is required for the Supplier to have access to Building Data and to supply Smart Services. To enable the Implementation as well as proper and uninterrupted supply of Smart Services, specific Connection Conditions (Appendx 1) apply to this Agreement and need to be fulfilled at all times by the Customer. 3.2 The Smart Services are supplied on the basis of SaaS (Software as a Service). With due observance of the provisions of Article 4, the Customer only pays for the use of the Smart Services, on the basis of subscriptions which can be issued to the Customer directly. The Customer does not obtain a licence for the Smart Services or for the software of the Smart Services. 3.3 The Customer can request the Supplier to supply other (more and/or less) Smart Services than the Smart Services chosen by the Customer at the time of the Commencement Date, as long as the desired Smart Services are indicated on the Offer and are still available. Parties must seperatly agree on the conditions for the new scope of supply, for which purpose the Supplier shall create a new Offer. The Customer will inform the Supplier of the desired Smart Services in writing (email sufficient). 3.4 After receipt of the request from Customer referred to in Article 3.3, the Supplier will notify within a week when the modification of the Smart Services can be implemented. If for the realisation of the request apparent (physical) adaptations are required of the IoT enabled Infrastructure or parts thereof and/or software and/or hardware of third parties, which will then be agreed with Customer regarding scope, costs and planning. 3.5 Additional Connection Conditions or alterations to this Agreement may be applicable to any future alterations and expansions of the Smart Services as described under Article 3.3. ARTICLE 4. COMPENSATION AND INVOICING 4.1 Customer shall pay a remuneration to the Supplier for the Implementation and service fees for the supply of Smart Services as specified in the Offer (Appendix 3). 4.2 The Implementation fee shall be paid by the Customer to the Supplier before the commencement of the Implementation works. 4.3 Invoicing of the service fees will be by the Supplier to the Customer from the date that Implementation has been completed. If the Implementation cannot be completed within the envisaged timeframe due to circumstances attributable to Customer, such as failing to comply with the Connection Conditions (Appendix 1), the Supplier is entitled to invoice the service fees prior to completion of the Implementation. 4.4 Invoices will have a payment term of thirty (30) days after receipt of the respective invoice. 4.5 For invoicing, the Supplier will assume the following invoicing information: Company name <•> Address <•> Postal code <•> Payment reference <•> 4.6 The Customer shall provide the Supplier as soon as possible with any alterations to its address details, its contact details, its company name or its bank account. 4.7 All prices and compensations are indexed annually as per 1st of January. The increase will take place using the consumer price index (CPI) for all households (2015=100), as published by the Central Bureau of Statistics in the Netherlands. 4.8 The Supplier will perform or outsource the Smart Services as services liable to VAT. 4.9 The following services are always included in the agreed price: (i) Implementation of the Smart Services, as agreed in this Agreement. (ii) Supply of the Smart Services, as agreed in this Agreement. (iii) Incident management. (iv) Updates and maintenance. The supply of Smart Services, services and/or related services not specified in this Agreement, do not fall under the scope of this Agreement. Such other work can be performed at the request of the Customer on a cost-plus basis with a surcharge for general costs, profit and risk. 4.10 In case the scope of supply is modified or in case the Customer requests for additional Smart Services, the compensation will be adapted accordingly and recorded in a new Offer. 4.11 The Supplier may change the prices owed by the Customer - though only once per calendar year. Price changes require an objective reason, such as changes to legislation and regulations, price increases charged to the Supplier by one of its (sub-)suppliers, etc. Changes must be announced at least four weeks before taking effect. Changes take effect on the date specified in the announcement. If the Customer does not approve a price increase, the Customer is entitled to terminate this Agreement in accordance with Article 8.4. 4.12 If the Customer does not pay the owed amounts within the payment term specified in Article4.4, the Customer is in default without requiring any (further) notice of default. In that case, the Supplier is entitled to the statutory commercial interest as referred to in article 119a of book 6 of the Dutch Civil Code as well as to the reimbursement of legal and extrajudicial costs and collection costs. 4.13 The Customer's right to suspension and/or set-off is excluded. ARTICLE 5. DATA / PRIVACY / SECURITY 5.1 With regards to the supply of Smart Services, Personal Data is only processed as regards the processing of login details of individual persons who may log into the dashboard and the reporting systems offered by the Smart Services. Transparency vis-à-vis the data subjects is guaranteed by means of the privacy protocol (appended to this Agreement as Appendix 2). In respect of this limited processing of Personal Data, the Supplier is the controller within the meaning of the General Data Protection Regulation and the Parties have agreed that in this respect no separate processing agreement will be required. The Customer shall not be involved in Processing Personal Data. 5.2 The Supplier has created access to the Building Data that are generated for the following purposes: a. supplying of services under this Agreement and/or other software as a service-agreements entered into by the Supplier with regard to the Building; b. general user advice to the Customer; c. optimisation of services, the building performance and developing new services; d. anonymization (removing any reference to a person in a way that this reference can never be restored again); e. research and statistics; as well as f. sharing the results of research and statistics. 5.3 The Supplier is authorised to save the Building Data generated by the use and/or supply of Smart Services without limitation for the purposes described in Article 5.2 insofar as the Building Data are no Personal Data. 5.4 The provisions of Article 5.3 apply also for Building Data generated during the term of this Agreement after the termination of this Agreement. 5.5 The Supplier is authorised to share Building Data that are not Personal Data of the kind described in Article 5.2, with third parties. 5.6 Building Data generated through the supply of Smart Services on the part of the Customer are stored redundantly within Microsoft Azure Cloud environment of the Supplier and hosted in data centres in Europe. 5.7 The Supplier has contracted the services of an independent and experienced third party (currently Northwave) for regular vulnerability scanning and penetration testing (at least annually) throughout the duration of this Agreement. 5.8 The Supplier will implement and at all times maintain the necessary technical and organisational measures to maintain a security level which prohibits unauthorised use of the Smart Services. ARTICLE 6. SERVICE IN CASE OF INCIDENTS 6.1 Regarding incidents, i.e. the situation where the Customer has no or no uninterrupted supply of one or several Smart Services, Parties make a distinction between incidents of “Low priority”, “Medium priority” and “High Priority”, in accordance with the following table. Priority Determination Urgency Level One or more users are experiencing problems with the functioning of the service The service is partly not available or no data is available The service is not running or not available Security Level The security of data is not in danger Low Medium Medium The security of data is in danger High High High 6.2 In respect of incidents occurring, the following reaction times are to be observed: 1. In the event of a Low priority: the Supplier starts the diagnosis and rectification of the problem within three Workdays of receiving the notification. 2. In the event of a Medium priority: the Supplier starts the diagnosis and rectification of the problem within one Workday of receiving the notification. After a maximum of two Workdays, the Supplier submits the results of the diagnosis, together with an assessment of the period within which the problem will be resolved. 3. In the event of a High priority: the Supplier digitally and remotely starts the diagnosis and rectification of the problem as soon as possible after receiving the telephone notification, yet in any case within four Working hours. In consultation with the Customer, the Supplier searches for a solution to the problem. After a maximum of one Workday, the Supplier submits the results of the diagnosis, together with an assessment of the period within which the problem will be resolved. 6.3 Incidents shall be reported by the Customer to the Supplier, so that these incidents may be remedied in accordance with Article 6.2 Response times referred to in Article 6.2 depend on timely notification of the incident. An incident needs to be reported to the Supplier as follows: 1. a clear description of the problem; 2. a clear description of the act that leads to the problem; 3. report including a screenshot, in so far as possible; 4. a reference to the time the incident occurred; 6.4 The incidents shall be reported to the EDGE Next technical support desk, available on Working hours. The contact details are listed below: - Phone number: +31 (0)88 170 10 00 - Email: support@edgerealtech.com ARTICLE 7. CUSTOMER’S RESPONSIBILITIES 7.1 With due observance of the other provisions of this Agreement, the Supplier guarantees availability of the Smart Services of 98% measured on an monhtly basis during Workdays. In order to fulfil this guarantee, several conditions and responsibilities apply to the Customer, as specified in this Article and the Connection Conditions. 7.2 For the success of a proper and uninterrupted supply of Smart Services, the upkeep and the proper use of the IoT enabled Infrastructure is of importance. Furthermore, the accessibility of the Building Data to the Supplier is a precondition for a proper and uninterrupted supply of Smart Services. The responsibilities of the Customer in this regard are laid down in the Connection Condition (Appendix 1), which responsibilities are accepted by the Customer. 7.3 If it appears that the (uninterrupted) supply of Smart Services is no longer possible because the conditions and obligations as specified in the Connection Conditions have not been fulfilled, this shall qualify as a circumstance not attributable to the Supplier. 7.4 The Supplier guarantees the availability of Smart Services except for circumstances that are not attributable to it. In this connection, the Parties agree that the Supplier cannot be responsible when (i) the supply of the Smart Services is either impossible or defective as a result of circumstances attributable to Customer and/or third parties (also including suppliers, lessees or sub-lessees, and users of the Customer), (ii) circumstances qualifying as force majeure in the sense of Section 6:75 of the Dutch Civil Code and/or (iii) non-compliance as referred to in Article 7.3 and/or 7.4. In addition thereto, it does not qualify as a shortcoming on the part of the Supplier, when the Smart Services are not, or only partially, available in periods in which maintenance is carried out, for example for the basic functionality, maintenance of the building installations (mechanical, electro-technical, and sanitary installations) or because of adaptations desired by Customer. The same applies in case of necessary interventions to prevent (further) damage and/or calamities. ARTICLE 8. TERMINATION 8.1 This Agreement cannot be terminated extrajudicial unless explicitly provided for in this Agreement. 8.2 Either party will be entitled to fully or partially terminate this Agreement in the event of compelling reasons without observation of a notice period. Compelling reasons exist in particular, when: a. the other Party has been declared bankrupt and the insolvency practitioner does not declare sufficiently substantiated to honour this Agreement properly; or b. the other Party is or will be dissolved and/or its company goes into liquidation in another way; or c. the other Party has lost free control or free disposal of all its assets otherwise, irrespective of whether this situation is irrevocable; or d. a Party substantially fails in any provision of this Agreement, which failure persists after a notice of default on the part of the other Party allowing a remedy period of fifteen (15) Workdays (or such longer or shorter period as is reasonable having regard to the nature of the failure, whereas the period shall in no event be shorter than five (5) Workdays and no longer than thirty (30) Workdays); 8.3 Termination of this Agreement pursuant to Article 8.2 is without prejudice to a Party’s right to compensation for damages by the other Party vis-à-vis whom this Agreement is terminated. Notwithstanding the other stipulations in this Agreement, the Supplier is free to terminate this Agreement early, either in whole or partially, simultaneously with, and in case one or more of the conditions listed in the Connection Conditions (Appendix 1) have not been fulfilled, while rectification is impossible and/or rectification appears impossible within a reasonable timeframe (such to be determined at the Supplier’s discretion). 8.4 If this Agreement ends on the basis of the grounds referred to in Article 8.2, neither Party will be liable for damages of any kind whatsoever. 8.5 Termination of this Agreement, on whatever grounds, shall be in writing (email not sufficient). ARTICLE 9. CONFIDENTIALITY 9.1 The Parties declare reciprocally that all information arising from the performance of this Agreement they have or have received, will be qualified as confidential (business) information. The Parties will use all reasonable efforts in order to ensure the confidentiality to the other Party. Unless otherwise stipulated in this Agreement, no information of which a Party has the disposal shall be disclosed, without the prior consent in writing of the other Party. 9.2 Article 9.1 does not apply to disclosure of confidential information: 1. to a director, officer, employee, agent, sub-contractor or other authorized representative of a Party or to any of its advisers whose function requires such person to have the confidential information for the purposes of performing the respective Party's obligations under this Agreement, such to be demonstrated by the Party disclosing such information and provided that the respective Party ensures that such person adheres to the confidentiality undertaking stipulated in Article 9.1 or, in case of an adviser, is bound to professional confidentiality obligations; 2. required to be disclosed by law or by a governmental authority; 3. required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any other agreement referred to in this Agreement; 4. that comes into the public domain other than through a breach of this Agreement by the Parties or any of their respective employees or agents; and/or 5. that the disclosing Party developed independently, including information developed on the basis of Building Data, and without using the know-how obtained under this contractual relationship. ARTICLE 10. LIABILITY 10.1 Any term of supply with respect to Smart Services specified by the Supplier is indicative and is by no means a final deadline. Default on the part of the Supplier can only commence after a written notice of default, in which the Supplier is provided with a reasonable term for performance, even in those cases where the law makes provision for the commencement of default without notice of default or a written demand. 10.2 The Supplier's liability for a failure in the performance of any obligation under this Agreement is exclusively restricted to direct damage and in any year to a maximum amount of 25% of the annual fee the Supplier receives for the supply of Smart Services pursuant to this Agreement. 10.3 The liability of the Supplier for indirect damage, including, inter alia, consequential losses, loss of profits, lost savings, decreased goodwill, losses as a result of any fines imposed by supervisory bodies, losses as a result of business interruption and suchlike, is excluded. Also excluded is the liability of Supplier for mutilation, destruction or loss of data or documents. 10.4 The total liability of the Supplier under this Agreement is, except in case of agreements to the contrary in this Agreement, at all times restricted to no more than 50% of the annual fee the Supplier receives for the supply of Smart Services pursuant to this Agreement. 10.5 Any right of the Customer to compensation vis-à-vis the Supplier can only arise in case the Customer reports the damage to the Supplier without delay, though in any case within four weeks of the occurrence of the (alleged) damage-causing event, in writing (email not sufficient) and supported with documentation. ARTICLE 11. APPLICABLE LAW AND CHOICE OF FORUM 11.1 This Agreement is governed exclusively by the laws of The Netherlands. The applicability of the Vienna Sales Convention 1980 is excluded. 11.2 The courts of Amsterdam, the Netherlands, will have exclusive jurisdiction to settle legal disputes arising out or in connection with this Agreement (including a dispute with respect to the existence, the validity and termination of this Agreement). ARTICLE 12. MISCELLENEOUS 12.1 The appendices to this Agreement will form an integral part thereof and are inextricably linked to this Agreement. In the event of conflicts between the relevant provisions of the annexes of this Agreement, the provisions of this Agreement prevail. 12.2 The following Appendices belong to this Agreement: Appendix 1 Connection Conditions Appendix 2 Model Privacy Policy Appendix 3 Offer 12.3 In the event this Agreement was to be declared partially invalid or not binding, Parties will remain bound to the remaining part, under the obligation of Parties to replace the section that is null and void or no longer binding by conditions that are valid and binding and of which the contents and the legal consequences correspond to the greatest degree possible with those of the null and void or no longer binding section. 12.4 This Agreement can only be amended by the Parties in writing by authorised persons (email not sufficient). 12.5 Parties, in accordance with the requirements of reasonableness and fairness, will inform each other and keep each other informed regarding all matters, facts and/or circumstances which can reasonably be of interest to the other Party, either directly or indirectly, in connection with the execution of this Agreement. 12.6 Provided that Supplier does not exercise any right or any competence pursuant to this Agreement or does not do so in good time, this will not affect the right concerned nor the competence concerned, and Supplier will not be deemed to have waived that right or that competence or the event leading to the establishment of the right or the competence. Any waiver of a right, competence or fact in the past cannot be classified as a waiver of a future right, a future competence or event. 12.7 This Agreement constitutes the entire, definitive, exclusive agreement between Parties, with respect to the herein regulated subject and replaces all prior oral and written negotiation results, understandings and agreements. 12.8 The applicability of any purchase or other conditions (including general terms and conditions) of the Customer, is expressly rejected. Signature or acceptance, whether or not tacit, by the Supplier of documents from the Customer in respect of which such general terms and conditions have been declared applicable can never be considered acceptance thereof. To the extent that this is necessary and required, the Customer explicitly and irrevocably waives such purchase or other conditions, including general terms and conditions, by signing this Agreement. 12.9 The Supplier has the right to transfer this Agreement to other entities that are part of the corporate group the Supplier is part of and/or to third parties with the cooperation of the Customer. The Customer will not withhold or delay its cooperation thereto on unreasonable grounds. 12.10 The intellectual property rights attached to the Smart Services belong to the Supplier and its suppliers. Purchase of the services does not in any way imply a transfer of rights. Each right of use attached to this Agreement ends as soon as this Agreement ends, unless explicitly provided otherwise. The Customer will not grant sublicenses or have users connected to the Smart Services without written (email sufficient) permission from the Supplier. As signed and drawn up in duplicate on _________ in _________, Customer _________________________________ On its behalf: Supplier ________________________________ On its behalf: