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Terms of Service

1. Applicability

1.1. These terms of service apply to all offers and contracts pursuant to which Instant Commerce (“IC”) provides its headless e-commerce software solution (“Software”) to a client (“Client”).

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

1.3. The applicability of Client’s purchasing or other conditions is specifically excluded.

2. License

2.1. IC grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software.

2.2. Client may not (i) make the Software available to any third party or (ii) use the Software in a manner that violates the rights of third parties or the law (or in such a manner that is (potentially) harmful to IC or a third party).

2.3. The standard license term is twelve months, which term will automatically renew on a twelve-month basis (unless either party provides the other party with a notice of non-renewal at least sixty days before the end of the term).

Apart from the grounds for termination in the following paragraph, Client may not prematurely terminate the license/contract with IC.

2.4. A contract may be terminated with immediate effect, and without a notice of default, by either party if the other party is declared bankrupt, granted a suspension of payment, or goes into liquidation, is closed down or otherwise ceases, or threatens to cease to carry on its business.

3. Fees and payment

3.1. Client will owe IC a fixed fee per month. This fee includes one storefront. In case of multiple storefronts, Client will owe an additional monthly fee per additional storefront.

3.2. All fees are exclusive of turnover tax (VAT).

3.3. Amounts owed must be paid by Client in accordance with the agreed payment terms, in the absence of which a payment term of 14 days applies. Client may not suspend any payment or set off any amounts owed.

4. Liability

4.1. IC’s total liability vis-à-vis Client is limited to the total amount of fees paid by the Client during the previous twelve months, unless the liability is due to willful intent or gross negligence of IC.

4.2. IC is never liable to Client for any indirect, special, incidental, consequential damages or for any lost profits, loss of use, data or opportunities, cost of data construction, cost of procurement of substitute goods or services.

5. Confidentiality and Personal Data

5.1. Except where necessary for the performance of a contract, IC and Client undertake not to use or disclose any information it obtains from the other party which is known or may reasonable be assumed to be confidential.

5.2. If at any moment Client foresees that IC will process personal data with regard to which Client is the controller, the parties will enter into a data processing agreement.

6. No warranty

6.1. No warranty is given by IC with respect to the Software, including its availability or fitness for purpose. The Software is provided on an ‘as is’ and ‘as available’ basis.

6.2. IC may maintain and alter the Software at its own discretion.

7. Choice of law and forum

7.1. Any proposal or contract is governed by the laws of the Netherlands, with the exclusion of the CISG.

7.2. Any dispute in connection with the provision of the Software to Client shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.

Last updated: 1 January 2023.

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