General Terms and Conditions

Article 1. General provisions

These ON2IT B.V. General Terms and Conditions apply to all offers, contracts, purchase orders and/or any other agreement under which ON2IT B.V. delivers goods and/or services of any nature whatsoever to the customer.

Departures from and additions to these general terms and conditions shall only be valid if they are agreed between the parties in writing.

The applicability of the Customer's purchasing or other conditions is specifically excluded.

If any provision of these general terms and conditions is null and void or is voided, the other provisions of these general terms and conditions shall remain fully in effect. The supplier and the customer shall in this event consult each other for the purpose of agreeing on new provisions to replace the void or voided provisions.

Arrangements or agreements with members of the ON2IT's staff will not be binding on the ON2IT if these arrangements have not been confirmed by the ON2IT's management board.

The following terms will have the following meanings, unless expressly stated otherwise:

• ON2IT: ON2IT B.V. the Supplier of products or services (hereafter "ON2IT")
• Customer: ON2IT's Customer, acting in a professional or business capacity or otherwise, as determined in the Agreement, purchase order(s) to whom products or services are offered or delivered by ON2IT, (hereinafter "Customer");
• Agreement: The Agreement entered into between the ON2IT and the Customer and/or the Sub-Agreement or Order under which ON2IT agrees to provide Product(s) to Customer and Customer agrees to pay fees for said Product(s), to which these general terms and conditions have been declared applicable by the ON2IT;
• Order: the Customer's acceptance of an ON2IT offer or quotation to which these general terms and conditions are applicable
• Object: the item supplied by ON2IT to the Customer;
• Product(s): objects supplied by ON2IT and services rendered by ON2IT, hereinafter referred to collectively as "Product(s)";
• Service(s): the services provided by ON2IT to the Customer for which Customer has agreed to pay a fee;
• Data Processor: ON2IT or its affiliates/partners or sub-processors who process Personal Data pursuant to the instruction of, and on behalf of, the Data Controller (Customer);
• Data Controller: The Customer, who alone or jointly with others, must safeguard the rights of data subjects and determines the lawful purposes and means of the processing of Personal Data which is required pursuant to the Products and Services delivered hereunder.

Article 2. Offer and formation of the Agreement

All ON2IT's offers or quotations are free of obligation, in particular with regard to availability, pricing and performance, unless agreed otherwise in writing.

The Customer guarantees that the information that it has provided or that has been provided on its behalf to ON2IT, and on which ON2IT has based its offer is accurate and complete.

The Agreement will be deemed to have been formed pursuant to these terms and conditions if ON2IT has received a written confirmation of the quotation or offer (such as an Order) from the Customer and/or the Customer has returned a signed copy of the Agreement to ON2IT. The confirmation will be based on the information provided by the Customer to ON2IT at that time. The Customer confirmation will be deemed to be a correct and complete representation of the Order.

If the Order was issued verbally, the Agreement will be deemed to have been formed, subject to the applicability of these General Terms and Conditions, at the moment when ON2IT started performing it the Customer's request.

The Agreement will take the place and supersede all earlier proposals, correspondence, arrangements or other communications, made either verbally or in writing and at all times shall be subject to these general terms and conditions.

The Agreement is concluded for an indefinite period, unless it is specifically agreed otherwise in writing for a definite period or in respect of particular activities.

ON2IT has the right to amend and/or supplement the Agreement and will notify the Customer of this in writing as soon as possible. The Customer can only amend and/or supplement the Agreement with ON2IT's written approval.

Article 3. Price and payment

All prices in any offers, quotations or otherwise are denominated in euro and exclude turnover tax (VAT) and other government levies, as well as shipping costs; and, where applicable, transport and installation costs, unless expressly stated otherwise.

Unless agreed otherwise, ON2IT will collect the amounts owed by the Customer by direct debit. In the absence of an expressly agreed invoicing schedule, all amounts relating to the Agreement will be payable, in advance, once every calendar month. Amounts owed must be paid by the Customer in accordance with the agreed payment terms or the payment terms stated on the invoice. The Customer may not suspend any payment and may also not set off any amounts owed.

If the Customer consists of several natural and/or legal persons, each of these persons will be jointly and severally obligated for full performance of the Agreement and to pay the amounts owed under the Agreement.

In the event of an increase in cost-determining factors, ON2IT will be entitled to increase the agreed prices, even if this increase is the result of circumstances that could have been foreseen at the time of the offer or confirmation of the Order. If ON2IT implements a price increase with the first three months of the then current term of the Agreement, the Customer will have the right to terminate the Agreement, provided that the Customer does so in writing within eight days of being notified of the price increase.

If the Customer fails to pay the amounts owed or fails to do so in time, the Customer will owe interest at a rate of 1.5% per month on the outstanding amount, with a minimum of EUR 500, without any demand or notice of default being required.

ON2IT is entitled to transfer the rights and obligations associated with the Order under the Agreement to a third party.

In the event that the Customer is presumed to be involved in a winding-up, bankruptcy, attachment or moratorium procedure, the amounts owed by the Customer to ON2IT will be immediately due and payable.

ON2IT is entitled to apply the payments made by the Customer to costs incurred first, subsequently to any interest due, and finally, to the principal sum and accrued interest. In this context, older invoices for the principal amount owed will be settled first.

Article 4. Cooperation by the customer

The Customer must ensure that all data and documents that ON2IT considers necessary for the complete and timely performance of the Agreement and/or Orders hereunder, must be made available to ON2IT in good time and in the format and manner desired by ON2IT.

The Customer must ensure that ON2IT is informed without delay of facts and circumstances that might affect the correct performance of the Order.

Unless the nature of the Order dictates otherwise, the Customer is responsible for, and indemnifies ON2IT in respect of, the correctness, completeness and reliability of the data and documents made available to ON2IT, even if such data and documents originate from third parties.

The Customer must ensure that ON2IT is provided free of charge with office space and other facilities which, in ON2IT's opinion, are necessary or useful in performing the Agreement, and which comply with all the relevant (statutory) requirements. Such facilities include the use of computer, telephone and fax facilities. With regard to (computer) facilities made available, the Customer is required to guarantee continuity by ensuring adequate back-up, security and virus checking procedures, among other things. ON2IT will apply virus checking procedures when using the Customer's facilities.

In connection with continuity, the Customer shall designate a contact person or contact persons who shall act in that capacity for the duration of ON2ITs work. The Customer's contact persons shall have the experience required, specific knowledge of the subject matter and a proper understanding of the objectives that the Customer wishes to achieve. ON2IT is only required to periodically provide information concerning the performance of the work to the Customer through the contact person designated by the Customer.

Unless the nature of the Order dictates otherwise, the Customer will deploy or arrange the deployment of the personnel that ON2IT considers necessary in order to allow ON2IT to carry out the activities. If specific personnel is required, this will be arranged between ON2IT and the Customer and laid down in the Agreement. The Customer must ensure that its staff members have the right skills and experience to carry out the activities.

Any additional costs and additional fees arising from a delay in the performance of the Order, due to failure to make the requested data, documents, facilities and/or personnel available, or to do so properly or in good time, will be borne by the Customer.

Article 5. Delivery Periods

ON2IT shall make reasonable efforts to comply to the greatest extent possible with the terms and delivery periods and/or dates and delivery dates, whether or not these are firm deadlines and/or dates, that it has specified or that have been agreed between the parties. The interim dates and delivery dates specified by ON2IT or agreed between the parties shall always apply as target dates, shall not bind ON2IT and shall always be indicative. ON2IT will not be bound by a deadline or (completion) dates which cannot be met on account of circumstances beyond ON2IT's control. Likewise, ON2IT will not be bound by a deadline or dates if the parties have agreed a change to the content or scope of the Agreement or a change of approach in the performance of the Agreement. If any deadline is in danger of being exceeded, ON2IT will notify the Customer immediately.

ON2IT will not be in default if the deadline referred to in Paragraph 1 of this article is exceeded. In all cases, ON2IT will only be in default after the Customer has given written notice of default and a reasonable opportunity to cure. The notice of default must describe the breach as completely and in as much detail as possible, so as to enable ON2IT to provide an adequate response.

Article 6. Delivery and complaints

The Customer is required to take possession of the Object and/or Service at the moment when it is delivered to the Customer by or on behalf of ON2IT. Upon receipt of the Object, the Customer will sign an acknowledgement of delivery provided by ON2IT, and inspect or arrange the inspection of what has been delivered at the moment of delivery or supply, but in any case, within the shortest possible period. Upon delivery, the Customer must check whether the quality and/or quantity of what has been delivered corresponds to what was agreed in the Agreement, or at least whether they meet the requirements applicable in normal (business) transactions.

If the Customer fails to submit a written objection to ON2IT within 24 hours of receiving the Object delivered, ON2IT will be deemed to have delivered the correct quantity.

Any visible defects or shortcomings in respect of the Object must be reported in writing to ON2IT within three days of delivery. Invisible defects or shortcomings must be reported within three days of being detected, but no later than one month after delivery.

If a complaint is made in time, the Customer will remain required to take possession of and pay for the Object. If the Customer wants to return a defective Object, this must be done with ON2IT's prior written approval in the manner indicated by ON2IT, and may never be interpreted as an acknowledgement of liability.

Article 7. Installation and maintenance

The Customer is required to make all necessary arrangements that are required for the delivery of the Object in working order. Following delivery, ON2IT will install the Object, put it into use and provide the Customer with instructions. ON2IT is entitled to charge the Customer for this.

The Customer, at its own expense and risk, will make all the arrangements that are necessary for the use of the Object and/or the performance of the Service, which includes obtaining any permits required for that purpose. If government regulations provide that insurance must be taken out against the statutory liability towards third parties in relation to the Object and/or Service and their possession or use, the Customer will take out such insurance at its own expense.

ON2IT is entitled to inspect or arrange the inspection of the Object at all times, and to obtain inspection of all documents concerning the Object.

The Customer will ensure that the location where the (maintenance) activities are to be performed will be made available at the times specified by ON2IT, and will provide all cooperation desired by ON2IT so as to enable ON2IT to carry out the activities. If ON2IT believes that the Customer is not fully cooperating, then ON2IT may suspend the performance of activities and charge the Customer accordingly.

The Customer may only change the positioning of the Object with ON2IT's prior written consent. Such repositioning will be at the Customer's expense and risk. ON2IT will not refuse the aforesaid consent on unreasonable grounds if the requested repositioning is due to the Customer moving premises within the Netherlands.

If the Customer detects a defect, the Customer will cease the use of the Object immediately, except insofar as the ON2IT has granted permission for continued use. If the foregoing is not observed, all claims towards ON2IT will lapse.

The Customer guarantees the expert use and monitoring of the Object, and will use the Object in accordance with its designated use, the applicable instructions for use and any applicable government regulations.

The Customer is not permitted to make any changes, modifications and/or additions to the Object without ON2IT's prior written consent. The Customer will refrain from removing or undoing any features if this will adversely affect the material or functional capacities and/or the economic value of the Object.

All components supplied for the purpose of maintenance or repair will become part of the Object.

Article 8. Performance of the Agreement

ON2IT will use its best-efforts to perform the Agreement, to the best of its abilities, in accordance with the arrangements and procedures agreed in writing with the Customer.

If the Agreement is to be performed in phases, ON2IT will be entitled to postpone the start of the next phase until the Customer has approved the results of the previous phase in writing.

Article 9. Modification and additional work

If ON2IT performs any activities or other services, at the Customer's request, which fall outside the content or scope of the Agreement, the Customer will pay for these activities or services in accordance with ON2IT's regular rates. ON2IT shall not be liable to Customer (and/or to any third-party) for any act or omission which is the cause of damages, loss or injury, either direct or indirect to Customer or third-party for additional services requested by Customer. The extension or modification of a system analysis, a design or specifications will also constitute additional work. ON2IT is not required to comply with a request for additional services or products from the Customer and may demand that a separate written Agreement be concluded for the performance of additional work.

The Customer accepts that activities and/or services as referred to in Paragraph 1 of this article may affect the agreed or anticipated time of completion of the Agreement and the parties' mutual responsibilities.

Insofar as a fixed price has been arranged in the Agreement, ON2IT will inform the Customer beforehand in writing of the financial consequences of the additional activities and/or services if the Customer so desires.

Article 10. Warranty

The Object supplied by ON2IT to the Customer will meet the requirements which may reasonably be made of it, subject to the applicable manufacturer's warranty conditions.

The warranty provided by ON2IT will lapse if the Customer uses the Object improperly or contrary to the instructions or installation directions issued by ON2IT, or in the event of extraordinary wear and tear, incorrect maintenance or lack of maintenance through the Customer's fault.

ON2IT will not be responsible for checking the correctness and completeness of the results of the Service. After ON2IT has performed the Service, it is up to the Customer to check the results. ON2IT does not guarantee that the Service will be provided free from error and without interruptions.

If defects in the results of the Service are a direct consequence of products, software, information carriers, procedures or operations for which ON2IT is expressly responsible under the Agreement, ON2IT will repeat the Service in order to rectify these flaws to the best of its abilities, on condition that the Customer provides ON2IT with a detailed report of the flaws as soon as possible, but no later than one week after receiving the results of the Service. Only if defects in the Service are attributable to ON2IT will the repeat service be carried out free of charge.

If defects cannot be attributed to ON2IT and/or the defects are the result of errors or flaws on the Customer's part, ON2IT will charge the Customer for the costs of any repeat service in accordance with its regular rates.

If the repair of defects attributable to ON2IT is technically or reasonably impossible, ON2IT will credit the amounts owed by the Customer for the Service concerned, without this creating any further or other liability to the Customer.

The Customer will not be entitled to any rights due to defects in the Service other than those described in this article, unless mutually agreed in writing.

Article 11. Retention of title

The items supplied and/or the rights granted to the Customer will remain ON2IT's property until the Customer has effected full payment of all the fees owed under the Agreement.

The Customer is required to keep any items supplied to it by ON2IT separate and clearly identifiable as ON2IT's property.

The Customer is entitled to use the Object supplied by the ON2IT subject to retention of title in the context of its normal business operations. In doing so, the Customer will ensure that the Object is not connected with any movable or immovable item in such a way that the Object would lose its independence through accession, confusion or specification. The parties assume that the Object is a movable item.

The Customer is not permitted to dispose of the Object, or to create a right of pledge or any other limited right in respect of the Object, without ON2IT's prior written consent.

Furthermore, the Customer is not permitted to grant the use of or otherwise surrender all or part of the Object to third parties by whatever title, or to transfer its rights under the Agreement to third parties without the specific, written prior consent of ON2IT.

If the Customer forms a new item that consists wholly or partly of items supplied by ON2IT, the Customer will form that item only for ON2IT, and hold the newly-formed item for ON2IT until the Customer has paid all the amounts owed under the Agreement; in that case, ON2IT will remain the owner of the newly formed item until the Customer has effected payment in full.

Article 12. Risk

The risk of loss, theft, misappropriation or damage of the Object, other products, data, documents, software, data files, codes, passwords, or any other items produced or used in the context of the performance of the Agreement, will be at the Customer's expense and risk from the moment ON2IT has delivered the Object to the Customer. If one of the aforementioned situations occurs, the Customer will notify ON2IT immediately.

The Customer is required to adequately insure the Object against normal business risks from the moment the risk is transferred. The Customer is required to present ON2IT with the policies of the such insurance when ON2IT so requests.

The Customer shall pledge or transfer any entitlement under the insurance agreement to ON2IT when ON2IT so requests.

If the Object is destroyed, all ON2IT's obligations under the Agreement will lapse. All of ON2IT's rights remain in full force. ON2IT will be entitled to demand immediate payment of the outstanding and future instalments from the Customer by way of compensation.

Article 13. Suspension and termination

ON2IT is authorised to suspend the fulfilment of its obligations under the Agreement if i) the Customer fails to fulfil its obligations under the Agreement or fails to do so in full, or ii) circumstances of which the ON2IT became aware after the conclusion of the Agreement give ON2IT good reason to fear that the Customer will not fulfil its obligations under the Agreement. In that case, ON2IT may demand additional security from the Customer; or, iii) the security which ON2IT required of the Customer to ensure performance of its obligations under the Agreement, has not been provided or proves to be insufficient.

ON2IT may retain all items, products, proprietary rights, data, documents, software, data files and (interim) results received or generated in the context of the Agreement, despite an existing obligation to hand over or transfer such material, until the Customer has paid all the amounts owed to ON2IT.

Furthermore, ON2IT will be entitled to terminate or arrange the termination of the Agreement, without prejudice to ON2IT's right to claim compensation, if circumstances occur which are such that performance of the Agreement is impossible or can no longer be required according to criteria of reasonableness and fairness, or if other circumstances occur which are such that unaltered continuation of the Agreement cannot reasonably be expected.

If the Agreement is terminated, the amounts owed by the Customer to ON2IT will be immediately due and payable. If ON2IT suspends the fulfilment of the obligations, it will retain its entitlements under the law and the Agreement.

Only in the event of bankruptcy on ON2IT's part, will the Customer be entitled to suspend and/or terminate its obligations arising from the Agreement.

Article 14. Engagement of third parties by ON2IT

Customer's agrees that for any Order under this Agreement, that at ON2IT's sole discretion, it may engage additional persons, contractors or third parties and Customer accepts any limitations to the liability of such persons.

ON2IT will not be liable for any shortcomings of these additional persons, contractors or third parties, except in the event of wilful misconduct or gross negligence on ON2IT's part.

Article 15. Liability

If in its activities, ON2IT was guided primarily by information originating from the Customer and ON2IT made an error because the Customer provided incorrect and/or incomplete information, ON2IT will not be liable for the resulting loss. Likewise, ON2IT will not be liable for any loss arising due to an incorrect and/or incomplete representation of the facts if this is the result of the provision of incorrect and/or incomplete information by or on behalf of the screened party, not being the Customer.

In the event of direct losses, ON2IT's liability will be limited to 5% of the total direct loss sustained by the Customer, with a maximum liability amount of any insurance proceeds which are actually paid to ON2IT under the liability insurance secured by ON2IT.

ON2IT accepts no liability for indirect losses, including but not limited to consequential losses, personal injury, losses due to delays, lost profits and missed savings.

These provisions which limit ON2IT's liability also expressly apply to third parties which ON2IT engages for the purpose of performing the Agreement with the Customer. These third parties may therefore invoke these provisions directly. The applicability of Section 7:404 of the Dutch Civil Code is expressly excluded. Amount-based limitations of liability apply to the total liability of ON2IT and any third parties engaged together, and will not accumulate for each party being held liable.

The Customer indemnifies ON2IT against all third-party claims due to losses caused by the fact that the Customer or the screened party, not being the Customer, provided ON2IT with incorrect and/or incomplete information.

Article 16. Force Majeure

ON2IT will not be required to fulfil any of its obligations if ON2IT is prevented from doing so by a circumstance for which it cannot be blamed or held accountable by virtue of the law, a legal act or generally accepted standards.

In these General Terms and Conditions, force majeure not only has the meaning assigned to it in legislation and case law, but is also understood to mean all external causes, foreseen or unforeseen, which are beyond ON2IT's control and prevent ON2IT from fulfilling its obligations. This includes strikes at ON2IT's business. Any losses due to circumstances as referred to in Paragraph 1 of this article will be entirely at the Customer's expense and risk.

While the period of force majeure continues, ON2IT may suspend its obligations under the Agreement and ON2IT will not be liable for compensation to the Customer.

If the force majeure situation continues for more than two months, ON2IT will be entitled to terminate the Agreement either wholly or in part, and in this case, ON2IT will not be liable for compensation to the Customer.

Insofar as ON2IT has fulfilled or will be able to fulfil a part of its obligations under the Agreement at the time when the force majeure occurs, and the part fulfilled or to be fulfilled has independent value, ON2IT will be entitled to issue a separate invoice for the part already performed or to be performed which the Customer agrees to pay.

Article 17. Intellectual Property

All intellectual property rights are vested exclusively in ON2IT.

Without ON2IT's prior written consent, the Customer will not be permitted to reproduce, publish or exploit any work originating from ON2IT in the broadest sense, whether by itself or by engaging the services of third parties.

The Customer is not permitted to make these works available to third parties otherwise than for the purpose of obtaining an expert opinion on ON2IT's work.

Article 18. Confidentiality

The Customer and ON2IT must ensure that all information received from the other party, that the receiving party knows or should reasonably know, is confidential is kept secret. This duty of confidentiality shall not apply to ON2IT if and insofar as ON2IT is required to provide the information concerned to a third party in accordance with a court decision or a statutory requirement, or if and insofar as doing so is necessary for the proper performance of the contract by ON2IT. The party that receives the confidential information may only use it for the purpose for which it was provided. Information shall in any case be deemed to be confidential if it has been qualified as such by one of the parties.

ON2IT and/or the staff members deployed by ON2IT will be obligated to maintain confidentiality to third parties with respect to confidential information obtained from the Customer, unless ON2IT is required to disclose such information under any legal provision, regulation or other (professional) rule.

The Customer will not be permitted to publish or otherwise disclose to third parties the content of reports, recommendations or other written or verbal communications from ON2IT which were not prepared or made for the purpose of providing third parties with the information contained therein, except if this is done with ON2IT's express prior written consent or if the Customer is required to disclose such information under any legal provision, regulation or other (professional) rule.

ON2IT and the Customer will require any third parties they engage under this Agreement to abide by these confidentiality obligations.

ON2IT is entitled to outline the engagements performed for its customers to (potential) customers and Customers of ON2IT in order to provide an indication of ON2IT's experience and such disclosure will not be deemed to be in breach of the provisions of Paragraphs 1 and 2 of this article.

Any right to compensation does not affect any other rights that parties have under this agreement or the law for attributable shortcomings or unlawful actions. The amount of compensation shall be no more than the maximum amount for which the receiving party is insured.

Article 19. Security, data protection and retention periods

To the extent that Data Processor (ON2IT) performs services for the Data Controller (the Customer), as described in the offer or quotation then it is understood that in order to manage, monitor and support these objects, products and services, the processing of Personal Data on behalf of the Data Controller is required. Processor processes the relevant data on data subjects such as visitors, employees, contractors and others. Pursuant to instruction from the Data Controller (Customer), ON2IT processes personal data such as IP addresses, user names and email addresses solely on behalf of the Data Controller and not for its own purposes and only to the extent necessary to carry out the purposes of this Agreement. The Parties agree that they will comply with Dutch Data Protection Laws and (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation, hereafter "GDPR").

If necessary, for the performance of the contract, the Customer (Data Controller) shall on request inform ON2IT, the Supplier (Data Processor), in writing about the way in which the customer performs its legal obligations regarding the protection of personal data. When appropriate, the Customer shall provide ON2IT with a Data Processing Agreement. The Customer indemnifies ON2IT against claims of persons whose personal data is recorded or processed in the context of a register of personal data that is maintained by the Customer or for which the Customer is otherwise responsible by law, unless the Customer proves that the facts on which a claim is based are attributable to ON2IT. The Customer is fully responsible for the data that it processes in the context of using a service of ON2IT. The Customer guarantees vis-à-vis ON2IT that the content, use and/or processing of the data are not unlawful and do not infringe any right of a third party. The Customer indemnifies the Supplier against any claim of a third party instituted for whatever reason in connection with this data or the performance of the contract.

The Customer guarantees that all statutory regulations on personal data processing, including the regulations of Dutch Data Protection laws and the GDPR, are strictly observed and that all prescribed registrations were made and all required permissions or consents to process personal data were obtained.

The Customer indemnifies ON2IT against all claims from third parties, including government bodies, which may be brought against ON2IT on account of a breach not attributable to ON2IT of the Dutch Data Protection laws, the GDPR and/or other legislation on personal data processing.

The Customer indemnifies ON2IT against all claims from third parties, including government bodies, which may be brought against ON2IT on account of a breach of legislation on the statutory retention periods.

Article 20. Employees

During the term of the contract and for three years following its termination, each of the parties shall not employ or otherwise directly or indirectly engage, for the purpose of performing work, employees of the other party who are or were involved in the performance of the contract unless the other party has given prior written permission. Conditions may be attached to this permission, including specifically the condition that the Customer must pay EUR 25,000 compensation to ON2IT.

Article 21. Collection costs

If the Customer is in default or fails to fulfil one or more of its obligations, all costs incurred to obtain an out-of-court settlement will at the Customer's expense. If the Customer fails to pay a sum of money in time, it will incur an immediately due and payable penalty of 15% of the outstanding amount.

If ON2IT incurred higher costs which were reasonably necessary, these costs will be eligible for reimbursement as well.

The reasonable judicial and enforcement costs incurred will be at the Customer's expense.

The Customer will owe interest on the collection costs incurred.

Article 22. Transfer or Assignment

The Customer may not assign, sell, transfer or pledge its rights and obligations under this Agreement or for any Orders under this Agreement to a third party, or any separate entity without the prior, express written consent of ON2IT.

ON2IT is entitled to assign, sell, transfer or pledge its claims to payment of amounts owed to a third party.

Article 23. Applicable law and settlement of disputes

These General Terms and Conditions are governed exclusively by Dutch law.

The Parties agree that the terms of the United Nations Convention (Vienna Convention) on Contracts for the International Sale of Goods shall not apply to this Agreement or the obligations of the Parties hereunder.

All disputes will be settled exclusively by the 's-Hertogenbosch District Court, without prejudice to the ON2IT's right to submit any disputes to the court which (otherwise) has jurisdiction.