1.1 Applicability and scope

1.1.1 These Terms and Conditions Growing Minds apply to all proposals, order forms and agreements and/or legal relationships between Growing Minds and Client, which have been registered at Dutch Chamber of Commerce under number 51924722. Growing Minds is a trade name of Growing Minds B.V.

1.1.2 Growing Minds may amend these Terms and Conditions at any time. Growing Minds notifies Client of the amendment in writing one (1) month before it takes effect. If Client does not object before the amendment comes into force, Client shall be deemed to have accepted the amendment.

1.1.3 Changes in and additions to the Terms and Conditions and/or Agreements made between Growing Minds and Client are only valid when agreed to by Growing Minds in writing.

1.1.4 Verbal agreements, assignments or other expressions of whatever nature made by employees of Growing Minds are only valid and binding when they have been confirmed in writing by authorised representatives of Growing Minds.

1.1.5 Any general conditions by any name applied by Client are expressly rejected, unless explicitly accepted by Growing Minds. If Client has declared its general conditions to be applicable, the Terms and Conditions of Growing Minds prevail.

1.1.6 If the business name used by Client denotes more than one (legal) person or organisation, each will be responsible for the entire fulfilment of the obligations that may flow forth from the agreement with Growing Minds.

1.1.7 The headings above the clauses of these conditions are only intended to increase the legibility of this document. The content and meaning of a clause placed under a particular heading is, therefore, not limited to the meaning and content of the heading.

1.1.8 In case any conflict among the provisions of these Terms and Conditions, including the exhibits, the Agreement and/or any Statement of Work occurs, the following order of precedence applies to resolve such conflict: (a) provision of the Agreement; (b) provision of these Terms and Conditions; (c) provision of the Statement of Work.

1.2 Definitions

1.2.1 In the Terms and Conditions of Growing Minds the following words and expressions are capitalised. Any of the following words and expressions shown in the singular shall have the same meaning when used in the plural and vice-versa.

1.2.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of shares or the voting interests of the subject entity.

1.2.3 “Agreement” means Terms and Conditions, Order Form(s) referencing the Terms and Conditions, and all agreed proposals, Statements of Work, and subsequent agreements, together with its schedules, between Growing Minds and Client and information contained in a URL or policy referenced in these Terms and Conditions, Order Form and/or Documentation.

1.2.4 “Business Days” means Monday to Friday from

9.00 until

17.30 CET, with the exception of Dutch public holidays.

1.2.5 “Confidential Information” means all information that is proprietary or confidential and is either labelled as such or by its nature ought to be reasonably considered proprietary or confidential given the nature of the information and/or the circumstances of disclosure.

1.2.6 “Client” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).

1.2.7 “Documentation” means the written standard documentation regarding the setup of Marketing Cloud, automated journeys and/or other technical solutions delivered to Client, which will be made accessible to Client and may be updated by Growing Minds from time to time. Documentation shall not be included in Order Form.

1.2.8 “Effective Date” means the day when an Agreement comes into effect.

1.2.9 “Fees” means all fees paid or payable by Client under this Agreement. Fees will be set out in the Agreement.

1.2.10 “Identification Codes” means usernames, passwords, address codes and/or other codes.

1.2.11 “Intellectual Property Rights” means all patents, copyrights, design rights, trademarks and trade names, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

1.2.12 “Marketing Cloud as a Service” means the Salesforce online, cloud-based marketing automation application and software application(s) whether or not in combination with Professional Services provided by certified Salesforce Reseller Growing Minds that has been ordered by Client under an Agreement and to which the Terms and Conditions apply. Salesforce MSA and Salesforce Standard Success Plan apply on Salesforce Marketing Cloud platform.

1.2.13 “Growing Minds ” means Growing Minds B.V., registered with the Dutch Chamber of Commerce under number 51924722, and its legal successors or Affiliates and partners that will enter into an Agreement with Client and have declared the Terms and Conditions applicable.

1.2.14 “Maintenance and Support” c overs all activities to maintain, update, investigate, resolve Cloud-based applications and Services issues and correct product bugs arising from the use of Cloud Application and Services in a manner consistent with and as specifically described in the Agreement with the Client.

1.2.15 “Process-data” means the electronic data and information entered in Marketing Cloud and/or Data Cloud by Client and/or data entered by third parties.

1.2.16 “Professional Services” means the implementation, related work and consultancy services, including Strategy & Account & Project governance, to be performed by Growing Minds as further specified in the Statement of Work (SOW) and/or Agreement.

1.2.17 “Term” the contractual duration of the Agreement

1.2.18 “Terms and Conditions Growing Minds ” refers to this document containing the terms and conditions used by Growing Minds.

1.2.19 “Third Party Products and Services” means products and services provided by Growing Minds, the resulting provisions and related activities, which originate from third parties.

1.2.20 “Third Party General Conditions” means conditions applicable to Third Party Products and Services.

1.2.21 “User” means an individual who is authorised by Client to use Marketing Cloud in accordance with the Agreement. Other conditions regarding users are specified in the Agreement.

1.3 Realisation of the Agreement

1.3.1 All offers of Growing Minds are non-binding, without any commitment and will be valid until thirty (30) days after sending, unless the validity period is extended in writing by Growing Minds.

1.3.2 Offers made by Growing Minds are based on the data, information or requirements made known by the Client as set out in clause

1.5

1.3.3 Any acceptance of an offer by Client that derogates from the initial offer by Growing Minds, will not bind Growing Minds.

1.4 Term and Termination

1.4.1 The Agreement will come into effect as of the Effective Date and shall be effective for the duration of the Term.

1.4.2 Except as otherwise specified in the Agreement, the Agreement between Growing Minds and Client will automatically renew for the entire Term.

1.4.3 Termination of the Agreement as described in clause

1.3.1 occurs by means of a registered letter, which must be received by the other party no later than 60 (sixty) days prior to commencement of the extension date of the Agreement, unless otherwise specified in the Order Form.

1.4.4 Each party has the right to terminate the Agreement wholly or partially without judicial intervention by means of a signed registered letter. This can be done if, after notifying the breaching party in writing of a failure to fulfil its obligations, the breaching party then fails to meet the aforesaid obligations within a reasonable period of time.

1.4.5 Growing Minds has the right to, notwithstanding its right to claim full compensation for damages, immediately terminate the Agreement, wholly or partially, without judicial intervention through means of a non-judicial declaration and/or withdraw and/or annul an offer if Client submits a legal request for debt restructuring, (also including WSNP) if bankruptcy or suspension of payment has been filed for Client, if Client is in a state of bankruptcy or suspension of payment has been granted or if Client’s company is liquidated or ended for any reason other than reconstruction or company merger, or a substantial part of its assets are subject to a prejudgment and / or execution order or the Client's company loses the free disposal thereof. In these cases, any claim by Growing Minds will be immediately due, and Growing Minds will not be liable for this termination.

1.4.6 After the Agreement has been ended, for any reason, Client can no longer derive any of the rights provided by the Agreement, leaving unhindered the existence of the obligations of both parties which by their nature continue automatically after the conclusion of their Agreement, such as but not limited to, obligations concerning intellectual property rights, confidentiality and non-competition.

1.5 Cooperation/Information/Requirements

1.5.1 Growing Minds shall carry out its obligations under the Agreement on the basis of data, information, requests and/or requirements made known to Growing Minds by Client.

1.5.2 Client shall provide all necessary cooperation to Growing Minds and shall make timely known all useful and necessary data and/or other information required for an adequate execution of the Agreement. Client shall ensure the accuracy of this input, data and/or other information.

1.5.3 If data, information and/or requirements necessary for execution of the Agreement, are not provided, not timely provided and/or not provided in accordance with the Agreement, or if Client fails to meet its obligations in any other way; then Growing Minds has in any case the right to terminate or dissolve the Agreement or to suspend execution of the Agreement and Growing Minds has the right to charge the costs incurred at its usual rates.

1.5.4 If changes and/or new facts arise in regard to data, information, requests and/or requirements previously provided, Growing Minds will always be fully justified, in consultation with Client, to adjust the Agreement to these new circumstances or to dissolve or annul the Agreement.

1.6 Confidentiality/Non-competition

1.6.1 Each party (the “receiving party”) shall keep confidential all Confidential Information of the other party (the “disclosing party”), not use such Confidential Information for any other purpose other than to perform its obligations under the Agreement not disclose such Confidential Information to any third party except as permitted under this Agreement, and shall use reasonable efforts to maintain the security and integrity of such

1.6.2 Without limitation to the foregoing, each party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party’s Confidential Information, but never less than reasonable care.

1.6.3 Each party shall promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of such other party’s Confidential Information. Upon the request of the disclosing party, at any time and on termination, the receiving party shall promptly return to the disclosing party or destroy all copies of the disclosing party’s Confidential Information within its possession or control, except that electronic copies of Confidential Information stored as automated backups may be retained if it is commercially unreasonable to return or destroy them, provided that these confidentiality obligations will survive for as long as the Confidential Information is retained.

1.6.4 Notwithstanding the foregoing, the receiving party shall have no liability to the disclosing party with regard to any Confidential Information of the disclosing party which the receiving party can demonstrate: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (b) was known to the receiving party without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) was disclosed to third parties with a prior written approval of the disclosing party; or (d) was independently developed by the receiving party without any use of the Confidential Information of the other party, as demonstrated by files created at the time of such independent development. The obligations of confidentiality shall not apply if and to the extent that Confidential Information is required to be disclosed by law or pursuant to an order or requirement of a court, an administrative agency or other governmental body, provided that the receiving party provides, if and to the extent permissible under applicable laws, prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

1.6.5 Client and its clients will not enter into any direct or indirect commercial, employment, or other such relations with employees from Growing Minds during the Term of the Agreement and for a period of 12 (twelve) months after termination or dissolution of the Agreement, without the written consent of Growing Minds. Client will ensure that its clients will comply with the foregoing obligation.

1.6.6 In the event that Client breaches clause

1.6.5, Client will be charged, without further notification required, a fine of € 50,000.- (fifty thousand euros) for each breach, undiminishing the right of Growing Minds to claim full compensation for damages incurred.

1.7 Liability

1.7.1 Growing Minds ’s total liability shall be limited to a compensation for direct damage to a maximum of the amount received by Growing Minds of the price stipulated in the Agreement, in the year before the claim (excluding VAT) to a maximum of € 50,000.- (fifty thousand euros), whereby a sequence of events is regarded as one event.

1.7.2 Growing Minds 's total liability for damage resulting from death or physical injury will in no event amount to more than € 1,000,000.- (one million euros), whereby a sequence of events is regarded as one event.

1.7.3 Direct damage is exclusively understood as: a) The reasonable costs made in determining the cause and extent of the damage; b) The reasonable costs incurred in prevention or limitation of the damage to the degree that Client can demonstrate that these costs have led to the limitation of the damage. c) reasonable costs incurred to repair damage, insofar as Client demonstrates that these costs have led to the repair of damage and Growing Minds, upon written request, is unable to offer a timely solution to repair damage itself.

1.7.4 Growing Minds ‘s liability for indirect damage, including consequential damage, loss of profit, loss of savings, mutilated and/or lost data, (personal) data breach, delays, losses, damage as a result of a failure of Client to provide the required information or assistance, damage through corporate inactivity and/or claims from third parties against Client, is expressly excluded.

1.7.5 Except for the cases mentioned in clause

1.7.3, Growing Minds has no liability for damage compensation regardless of what an action towards compensation is based upon.

1.7.6 The condition for the existence of any right to compensation is always that the Client notifies Growing Minds in writing by mail within 60 (sixty) days after the damage registered came into existence and takes the necessary measures to limit the damage as much as possible.

1.7.7 Growing Minds is not liable for damage regardless of its nature caused by Third Party Products and Services which Growing Minds has delivered to Client. Growing Minds ’s liability with regard to Third Party Products and Services is limited as indicated in the Third Party General Conditions.

1.8 Transfer

1.8.1 The Agreement between Growing Minds and Client and the rights and obligations, which flow forth from this Agreement, cannot be transferred to a Third Party by Client without prior written consent from Growing Minds.

1.8.2 Client gives Growing Minds in advance the right, without needing the explicit approval of Client, to transfer the whole Agreement or parts thereof to: a) holding-, sister- and/or subsidiary companies; b) a third party in the case of merger or acquisition of Growing Minds. In the event this happens, Growing Minds will inform Client.

1.9 Force Majeure

1.9.1 Neither party is obligated to fulfil any obligation if they are prevented from doing so because of circumstances, which can be considered beyond their fault, and for which a party cannot be held accountable by law, legal act, or generally accepted practices. The aforementioned circumstances include circumstances that are beyond Growing Minds 's power as well as business risks of Growing Minds, these include but are not limited to failure to perform by a supplier of Growing Minds, the late or non-availability of required information and specifications and/or changes in such information, incorrect functional specification of Third Party Products and Services and/or products delivered by a third party, bad weather conditions, fire, explosions, electricity failures, (D)Dos-attacks, hacking, cracking or any downtime or unavailability caused by unlawful conduct by third parties, the destruction, damaging or disabling of any automated system or any system for telecommunication by whoever, causing interference in the course or the working of such system, or frustrating by whoever of a security measure taken with respect to such system, interference in networks, floods, strike, pandemic, epidemic, actions by the government and theft,.

1.9.2 When force majeure is of a temporary nature, Growing Minds has the right to suspend its commitments until the force majeure has ceased to exist without being obliged to any form of damage compensation.

1.9.3 Growing Minds reserves the right, in the case of force majeure, to collect payment for obligations already fulfilled before force majeure was known.

1.9.4 If the force majeure of either party surpasses a three month (3) period, either party has the right to terminate the Agreement without being obliged to any form of damage compensation regarding such termination.

1.10 Nullity

1.10.1 If one or more terms (or part of a term) of the Agreement are nullified, declared to be nullified, annihilable or have lost their validity in another way, the other terms (or part of the term in question) of this Agreement will remain in force undiminished.

1.10.2 With regard to terms (or part of the term) that are nullified, declared to be nullified, annihilable or lose their validity in another way, parties shall consult with each other to try to reach a substitute arrangement with which the parties shall strive for the maintenance of the gist of this Agreement (or the remainder of the term in question) in its totality.

1.11 Applicable Law and Dispute Resolution

1.11.1 All Agreements made between Growing Minds and Client are governed by the laws of The Netherlands, unless otherwise agreed upon in writing. Parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.

1.11.2 Disputes between parties which cannot be resolved amicably, will be placed before a qualified court of Amsterdam, location Amsterdam, The Netherlands.

2.1 Licence

2.1.1. If and to the extent specified in an Agreement, and subject to Clients compliance with this Agreement, Growing Minds hereby grants to Client a non-exclusive, irrevocable, non-transferable licence to access and use (solely as specified in this Agreement, the Order Form and Documentation) Marketing Cloud for the duration of the Term.

2.1.2 User rights on Marketing Cloud as a Service cannot be transferred to any third party (third parties also include holding-, sister- and/or subsidiary companies), unless agreed differently with Growing Minds.

2.1.3 Marketing Cloud licence can be extended with individual extra Studios, downgrading is not possible during contract period. Order Form will be issued for extra Marketing Cloud Studio(s).

2.1.4 Additional Marketing Cloud contacts, Unified profiles, Super Messages and/or other Utilizations can be purchased based on Client requirements during contract period.

2.1.5 Client agrees that the right to access and use Marketing Cloud (as a Service) pursuant to this clause is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Growing Minds and/or Salesforce regarding future functionality and/or features. The right to access and use Marketing Cloud pursuant to this clause is subject to timely payment of all applicable Fees.

2.2 Client responsibilities

2.2.1 Client will (a) be responsible for Users' compliance with this Agreement, the Documentation, and each Order Form, (b) be solely responsible for the accuracy, quality, integrity, and legality of Process-data and content entered into Marketing Cloud, the means by which Client acquired Process-data and content and the interoperation of Marketing Cloud with which Client and Users use Marketing Cloud, (c) make sure it prevents unauthorised access to or use of Marketing Cloud, and notify Growing Minds promptly of any such unauthorised access or use, and (d) access and use, and cause Users to access and use, Marketing Cloud only in accordance with this Agreement, the Documentation, each Order Form, and applicable laws and government regulations, including without limitation those related to privacy and electronic communications.

2.2.2 Client may not in any way modify, change, alter, or create derivatives works based upon Marketing Cloud. Client may not use Marketing Cloud for any purpose that violates applicable law or regulation or that is not expressly authorised under this Agreement, an Order Form, or the Documentation.

2.2.3 The access and use of Marketing Cloud is subject to usage limits as specified in the applicable Order Form and Documentation. If Client exceeds a contractual usage limit, Growing Minds may work with Client to seek to reduce Client’s usage so that it conforms to that limit. If, notwithstanding Growing Minds’’s efforts, Client is unable or unwilling to abide by a contractual usage limit, Client will execute an Order Form for additional quantities promptly upon Growing Minds ’s request, and/or pay any invoice for excess usage in accordance with this Agreement.

2.2.4 Client will not, and will not permit its Users to (a) make Marketing Cloud available to anyone other than its Users, or use Marketing Cloud for the benefit of anyone other than Client, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease its right to access and use Markleting Cloud, (c) use Marketing Cloud to disseminate, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to disseminate, store, or transmit material in violation of third-party privacy rights, (d) use an Marketing Cloud to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of Marketing Cloud or third-party data contained therein, (f) attempt to gain unauthorized access to Marketing Cloud or its related systems or networks, (g) permit direct or indirect access to or use of any Offering in a way that circumvents a contractual or technical usage limit, or use Marketing Cloud to access or use any of Growing Minds’s Intellectual Property Rights except as permitted under this Agreement, the applicable Order Form, and the Documentation, and (h) frame or mirror any part of the Marketing Cloud, other than framing for Client’s own internal business purposes or as permitted in the Order Form. Any use of the Marketing Cloud in breach of this clause, that in Growing Minds ’s reasonable judgement threatens the security, integrity, or availability of Marketing Cloud, may result in immediate termination of the Agreement, without any damage compensation or restitution of amounts paid being required by Growing Minds.

2.2 Maintenance and Support

2.2.1 If specified in the Agreement, Growing Minds will provide Maintenance and Support or, if it concerns Marketing Cloud Maintenance and Support as provided by Salesforce.

2.2.2 If Maintenance and Support results in extra services and/or functional improvements, Growing Minds will have the right to charge extra payment to compensate for these extra activities and/or functional improvements.

2.2.3 Growing Minds will only provide Maintenance and Support on Marketing Cloud when explicitly included in an Agreement. If not, Client is responsible for Maintenance.

2.3 Additional Work

2.3.1 If, in the opinion of Growing Minds, a change request by Client is in fact a request for additional work, Growing Minds will notify Client thereof prior to performing additional work. Upon Client’s request, the notification will be followed by a specification of the price and additional conditions. Client will decide as soon as possible whether to carry out the additional work.

2.3.2 It will be assumed that Client has agreed to the performance of additional work and the connected costs, if Client has allowed additional work to take place without raising objections in writing prior to the commencement of additional work.

2.4 Marketing Cloud as a Service

2.4.1 Growing Mind provides Client with Salesforce Marketing Cloud software and Professional Services as specified in the Agreement.

2.4.2 With regard to the access and use of SaaS software, Client has equipment and software directly or indirectly available which comply with the standards and/or requirements set by Salesforce and/or Growing Minds of which Client has been notified directly or indirectly. Client is required to maintain compliance with the conditions set out in this clause. If equipment and/or software do not comply with this clause, the obligations of Growing Minds to provide access to Marketing Cloud and the use of such may be postponed by Growing Minds.

2.4.3 Client will enable Growing Minds to verify if the standards and/or requirements as set out in clause

2.9 are met.

2.4.4 Client is required to follow instructions given by Growing Minds regarding Marketing Cloud.

2.4.5 On behalf of Salesforce, Growing Minds is entitled, following a written notification taking into account a reasonable notification period and without any compensation to Client, to make adjustments to and/or changes in Marketing Cloud offered such as but not limited to: a) entrance procedures, such as: ● procedures regarding operational rules, and ● security procedures. b) changes in a third party provider/supplier, location, hardware, software and other facilities necessary for the provision of Marketing Cloud.

2.4.5 Marketing Cloud Service availability is reported on https://availability.salesforce.com.

2.5 Responsibilities Growing Minds

2.5.1 On behalf of Growing Minds, Salesforce will make Marketing Cloud available to Client during the Term, pursuant to the Agreement.

2.5.2 Growing Minds does not guarantee, amongst others, that the mobile lines, the Internet and/or other networks will offer optimal access to Marketing Cloud.

2.5.3 Growing Minds does not have any obligations with regard to availability, reliability and/or other performance requirements with regard to the mobile lines, the Internet and/or other networks and the resulting provisions. Growing Minds will strive to provide all useful and necessary measures to ensure adequate operability and continuity of Marketing Cloud.

2.5.4 Growing Minds will strive, in light of the most current technology available, to provide adequate physical and logical security measures against unauthorised access by third parties to computer systems or computer programs used by Growing Minds and/or stored Process-data, in light of the provisions provided for under the agreement. If Client wishes specific security measures (for example in view of the nature of the Process data), Client must explicitly submit this request to Growing Minds so that Growing Minds can, if possible, make a proposal for possible implementation thereof and the prices for that.

2.6 Use of Identification Codes

2.6.1 Growing Minds will deliver Identification Codes solely available to Client for the use of Marketing Cloud and Documentation. Client will use these Identification Codes with care. Client will notify Growing Minds in the event of loss, theft and/or other forms of unauthorised use, to enable parties to take the proper actions.

2.6.2 Client carries all responsibility, liability and costs related to the use of Identification Codes used and/or distributed by Client. In no event Growing Minds will be liable for the misuse and/or unauthorised use of Identification Codes.

2.6.3 It is prohibited for Client to let multiple Users use the same Identification Codes without prior written permission from Growing Minds. Growing Minds may attach conditions to this permission.

2.6.4 If there is a reasonable suspicion of misuse or unauthorised use of Identification Codes, Growing Minds can provide Client with instructions, which must be carried out.

2.6.5 If it is determined that misuse has been made of Identification Codes or if Client ignores instructions given as set out in this clause, Client will be in default immediately.

2.7 Data Traffic to and from Client

2.7.1 Growing Minds does not have any influence on or any insight in the data traffic from and/or to Client. Growing Minds is merely a passive channel. Growing Minds does not give any warranties regarding content of data such as but not limited to reliability and completeness, unless as otherwise specified in the Order Form.

2.7.2 Client is responsible for the content of data traffic originating from Client. Where applicable the Code of Conduct as set out in clause

2.9 will apply to Client and its Users.

2.7.3 Client indemnifies and will keep Growing Minds free from any damage compensation regarding any claim, accusation or court procedure from a third party with regard to the (content of) the data traffic or the information originating from Client.

2.7.4 Process-data will remain the (intellectual) property of Client. Client grants Growing Minds, without charge, a perpetual user and revision right of the Process-data.

2.7.5 Growing Minds will offer reasonable cooperation in transferring Process-data and/or other data to another application as requested by Client. Growing Minds does not warrant that such transfer is technically possible in each case.

2.7.6 All costs connected to the transfer of Process-data and/or other data at the request of Client to another application will be fully for the account of Client.

2.8 Personal Data If Client is the ‘controller’ (‘verantwoordelijke’) in terms of the General Data Protection Regulation (GDPR) and Growing Minds is the processor of personal data in terms of GDPR for Client, parties shall enter into a data processing agreement, which is integral part of the Agreement, as. referred to in Article 28 paragraph 1 of the GDPR, which also includes security measures as referred to in Article 32 of the GDPR.

2.9 Code of Conduct

2.9.1 Client will make use of Marketing Cloud in a responsible manner. It is prohibited to use Marketing Cloud in a manner that will result in damage in the system and/or third parties or interference with its use.

2.9.2 It is not permitted to use Marketing Cloud in a manner that is illegal and/or in violation with this Agreement. The foregoing includes amongst others the following activities: a) violation of a third party’s rights or facilitating the violation of a third party rights, such as but not limited to intellectual property rights and privacy rights; b) noncompliance to law and other applicable regulations; c) spamming (unrequested distribution (or creating the possibility for third parties) of advertisement and/or other messages); d) storage/distribution of (child) pornography; e) causing danger to the functioning of the computer systems or the network of Growing Minds or third parties and/or for the services through the network, in particular caused by excessive sending of email or other data, badly secured systems or activity of viruses, Trojans or similar software; f) sexual intimidation, racial prejudice and/or the harassment of individuals in any other manner; g) distribution or making available to third parties in any other manner of obscene, insulting and tormenting material and/or other material of similar nature; h) threats; i) storage and distribution of viruses, worms and/or other destructive activities; j) unauthorised access (hacking) of accounts, systems and/or networks of third parties and/or Growing Minds and/or the performance or non-performance of any other act that makes hacking possible.

2.9.3 Growing Minds reserves the right, at Growing Minds ’s sole discretion, if forced by law or a court order; and/or a third party informs Growing Minds and/or a suspicion exists that through Marketing Cloud a violation is made of the rights of a third party; there is a breach of the Agreement and the resulting obligations in question have not been met wholly or partially, to bar access to Marketing Cloud, to remove the information in question and/or suspend its other obligations until Client meets its obligations.

2.9.4 Growing Minds will never be liable for damage of whatever nature suffered by Client or third parties for measures taken by and/or on behalf of Growing Minds on the basis of this clause. Client indemnifies Growing Minds from third parties for liability because of these measures. Payment obligations will remain in effect during the time period in which measures are undertaken by and/or on behalf of Growing Minds.

3.1 Third Party Products and Services

3.1.1 Growing Minds is Salesforce Reseller Partner for Marketing Cloud.

3.1.2 Growing Minds has the right to deliver Third Party Products and Services or make use of Third Party Products and Services in fulfilling its obligations flowing forth from the Agreement. Growing Minds is not responsible for Third Party Products and Services, unless agreed upon otherwise in writing.

3.1.3 If Growing Minds delivers Third Party Products and Services to Client, the Third Party General Conditions will be applicable to the Agreement in addition to these Terms and Conditions Growing Minds.

3.1.4 Growing Minds will deliver rights for Third Party Products and Services under the same conditions as indicated in the Third Party General Conditions.

3.1.5 No Maintenance, Support or other services will be carried out by Growing Minds on Third Party Products and Services, unless agreed upon otherwise in an Agreement.

3.1.6 Third Party General Conditions that are declared applicable in these Terms and Conditions Growing Minds shall be provided on request.

3.1.7 Third Party General Conditions and Agreement are applicable on all Third Party products and/or services, as provided by the Third Party.

4.1 (Delivery) Dates

4.1.1. All (delivery) dates which may be named by and may be applicable to Growing Minds are determined to the best of Growing Minds’s knowledge on the basis of information made known to Growing Minds and will be taken into consideration as much as possible.

4.1.2 Any delivery date or period specified by Growing Minds is indicative and is not deemed a strict deadline. When Growing Minds exceeds a delivery date or period, this shall not be considered a default, Client is not entitled to claim compensation for damages and Client cannot refuse to comply with or to suspend any obligations itself or terminate or dissolve the Agreement.

5.1 Fees and Payments

5.1.1 Fees will be set out in the Agreement. All Fees are in Euros and exclude VAT and other levies imposed by the government and all travel and residence costs. The Fees invoiced to Client will include applicable VAT and other levies possibly imposed by the government.

5.1.2 Growing Minds will invoice the Fees as set out in the Agreement. Payment of Fees shall take place in accordance with the conditions as set out in the Agreement. Payment of Fees shall take place before the service is provided and within 14 days after the invoicedate, unless otherwise specified in the Agreement. Complaints about the invoice must be brought to Growing Minds in writing and with proper arguments. Disputing a part of the invoice, whether well-founded or not, leaves unhindered the obligation to pay the undisputed part in accordance with this clause.

5.1.3 Should Client fail to fulfil any payment obligation, Client is in breach without any further notification of breach being required. Growing Minds reserves the right to charge all incurred costs to Client, including judicial and extrajudicial expenses, with regard to the collection of debts from Client. Extra-judicial collection costs amount to 15% of the debt, with a minimum of € 175,- (hundredseventyfive euros). In any case Client will be charged interest on a monthly basis, at the legal percentage rate increased with 3%, on all outstanding debts starting from the date of failure to pay.

5.1.4 Until full payment has been made, Growing Minds has the right to suspend all services and obligations to Client. Client's obligation to meet Client's commitments remains unchanged.

5.1.5 Growing Minds is authorised, in case of changes to one or more of its cost items (for instance Third Party Products and Services and/or changes in the rate of exchange, changes to Price Indices) to adjust its Fees to these changes. At least every January 1st, Growing Minds may increase its Fees, based among others on the DPI index published by the Central Bureau of Statistics of the Netherlands (CBS) on January 1 st (if necessary, based on the figures of Q3).

5.1.6 Growing Minds shall notify Client of such changes in the Fees in the relevant invoice.

6.1 Rights of Growing Minds and Client

6.1.1. All Intellectual Property Rights vested and related to Marketing Cloud and Documentation shall remain the exclusive property of Salesforce. The Agreement does not grant the Client any rights to the Intellectual Property Rights in respect of the Marketing Cloud or any related Documentation, except as explicitly granted under this Agreement.

6.1.2 Except where Third Party Products are concerned, all Intellectual Property Rights resulting from all services and/or activities delivered and/or carried out by Growing Minds under this Agreement, regardless of where and when carried out and regardless of whether it concerns the delivery of Marketing Cloud or product to be developed in the future, reside with Growing Minds.

6.1.3 Client is not permitted to remove or alter any designation concerning Intellectual Property Rights, from Marketing Cloud, or to have such changes made by third parties.

6.1.4 Unless otherwise agreed upon by parties, is Growing Minds is authorised to use the name and logo of Client for marketing purposes.

7.1 Professional Services

7.1.1 As part of an Agreement, Growing Minds may provide Professional Services to the Client. Professional Services include strategy, account & project governance, consultancy services and support.

7.1.3 Growing Minds and Client will agree on a Statement of Work that will at least specify which Professional Services will be performed by Growing Minds, the place and timeframe in which the Professional Services will be performed on the basis of a fixed rate or on the basis of actual hours spent. Each Statement of Work will also include any deliverables and applicable specifications for the Professional Services.

7.1.3 Growing Minds shall not have any obligations towards Client with respect to any project and any service unless parties have executed a Statement of Work.

7.1.4 Growing Minds will carry out the Professional Services with due care on the basis of information provided by Client, for which information Client ensures the accuracy, completeness and consistency.

7.1.5 Intellectual Property Rights related to the Professional Services will remain at all times with Growing Minds.

7.1.6 Prior to delivery of professional services - Marketing Cloud set up, projects and Support - Client will see to it, at its own expense, that all conditions required by Growing Minds have been met in order to ensure a successful delivery of the professional services..

7.1.7 Client will ensure and is entirely responsible for fulfilling the necessary Third Party General Conditions in order to let installation and/or implementation take place legally.

7.1.8 If implementation has not been performed within the agreed upon time schedule due to Client’s fault, Client will make payments as if implementation has been performed, undiminishing the obligations of Growing Minds to proceed with implementation at a later time period.

7.1.9 Growing Minds provides Retainers to Clients that provide capacity for Professional Services in terms of budget at agreed discounted rates that are paid in advance. Retainer conditions are described in a Retainer Agreement that is part of the Master Agreement. In case Client does not agree with Retainer Agreement, Professional Services are delivered based on time and full rates.