1. DEFINITIONS

• Subscriber - the natural person or legal person with the legal right to conclude the Agreement on behalf of the contracting Entity.
• Subscription - the acquisition of access and user rights for the Platform and the Services for the duration of the Agreement.
• Administrator User - the End-user created who has administrative rights and has been appointed by the Subscriber as the administrator of the Workspace of the Subscriber.
• API(s) - software based on web standards intended to enable third-party computer software and software applications to communicate and exchange data with Rulebooks.
• Entity - a legal entity or a specific administrative unit for which a legal administration is conducted within Rulebooks, to which End-users optionally have access.
• End-user - a natural person who makes use of Rulebooks under the responsibility of the Subscriber and who, as a user, can log in to the Subscriber's Workspace and gain access to one or more Entities.
• Breach - breach of the security that by accident or unlawfully leads to the destruction, loss, alteration, or the unauthorized provision of or access to forwarded, stored, or otherwise processed Personal Data.
• Infrastructure - the hardware, cloud infrastructure, data communication facilities, and system software used by Rulebooks for the provisions of the SaaS service.
• Platform - the computer software/software application for legal operation services, exclusively available as a SaaS service and provided by Rulebooks.
• Rulebooks - Rulebooks Holding B.V., with legal seat in Amsterdam, offices at Naritaweg 70, 1043 BZ in Amsterdam, listed in the trade register under number 34150521
• Workspace - a Workspace within the Platform with a collection of Entities associated with one Subscriber or accounting (or similar) organization, to which exclusively the End-users of the own customers of the accountant have access.
• Agreement - the order confirmation to purchase/conclude a Subscription against the agreed-upon monthly fee.
• Party/parties - Rulebooks and Subscriber individually as a Party or jointly as Parties.
• Personal Data: the personal data referred to in the Applicable Law that Rulebooks process for the benefit of the Subscriber under the Agreement.
• SaaS service - (a module of) the software installed on Rulebooks's Infrastructure at a location selected by Rulebooks, which by way of access at a distance, is made available to several Subscribers simultaneously (multi-tenant).
• Applicable Law - the applicable effective legislation and regulations for the protection of personal data, including the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 regarding the protection of natural persons in connection with the processing of personal data and regarding the free movement of such data and for the withdrawal of Directive 95/46/EC - (the “GDPR”) and associated effective implementing regulations.
• Process/Processing - a processing operation or a whole of processing operations regarding personal data or a whole of personal data, whether or not conducted via automated processes, such as the collection, recording, ordering, structuring, storing, updating or modifying, requesting, perusing, using, provision by way of forwarding, distribution or provision in another manner, aligning or combining, shielding deletion, or destruction of data.
• Lawful Owner - Subscriber, or a natural person designated by Subscriber, who acts as (Customer) data owner and is authorized to upgrade/downgrade the Subscription on behalf of the Subscriber.

‍2. APPLICABILITY OF CONDITIONS

Article 2.1

These general terms and conditions (in the following “T&Cs”) apply to all orders and subsequent orders flowing therefrom for Subscriptions. The T&Cs can be consulted by Subscriber and downloaded from the website https://www.Rulebooks.ai/terms (in the following: the “Website”).

Article 2.2

By concluding a Subscription, by placing the order to such effect, Subscriber declares to agree with the applicability and substance of the T&Cs.

Article 2.3

Rulebooks has the right during an Agreement to proceed with the modification of the applicable T&Cs. Rulebooks will accordingly inform Subscriber at least three months before the effective date.

Article 2.4

The applicability of purchasing or other conditions of the Subscriber is expressly rejected. The signing of (tacit) acceptance by Rulebooks of documents of Subscriber to which such general terms and conditions have been declared applicable never counts as the acceptance thereof. 

Article 2.5

If any provision of the T&Cs is void or is annulled, the other provisions of the T&Cs will remain fully effective. Rulebooks and Subscriber, in such case, will enter into consultations with the purpose of establishing new provisions to replace the void or annulled provisions, whereby the purpose and tenor of the void or annulled provisions are observed as much as possible.

Article 2.6

Rulebooks can set conditions for the qualifications and the number of Administrators of Subscriber. Subscriber designates an Administrator. The Administrator acts as a contact person and is authorized to conduct, on behalf of the Subscriber, Administrator actions, such as registering End-users and Administrators, all matters in accordance with these T&Cs.

‍3. OFFERS AND ADOPTION AGREEMENT

All offers and other expressions of Rulebooks are non-committal unless indicated otherwise by Rulebooks in writing. An Agreement is adopted between Rulebooks and the Subscriber after receipt of the order confirmation by the Subscriber.

‍4. PRICE, FEE OWED, AND PAYMENT

Article 4.1

All prices are exclusive of sales tax (VAT) and other levies that have been or are imposed by the authorities. Prices are always listed in Euros, and the Subscriber must settle all payments in Euros.

Article 4.2

Regarding the performances conducted by Rulebooks and the sums owed for them by Subscriber, the relevant documents and data from the administration or systems of Rulebooks provide full proof, without prejudice to the right of Subscriber, to provide proof to the contrary.

Article 4.3

Rulebooks reserves itself the right on the grounds of indexation or, respectively general price and cost increases to implement price changes without prior notification annually.

Article 4.4

Rulebooks reserves the right outside the grounds indicated in article 4.3 to change the fees for the Subscription no more often than twice a year following prior notification to the Subscriber of at least 3 months. Rulebooks, in addition, reserves itself the right, with prior notification, one month in advance, to implement a price change if Rulebooks is subject to a price increase by one of its subcontractors.

Article 4.5

Settlement of the use of the Platform occurs based on the number of Entities managed. Subscriber is invoiced monthly retrospectively for the number of tickets. 

Article 4.6

Payment of the fees owed by Subscriber to Rulebooks occurs through direct debit.

Article 4.7

Suppose direct debit, for whatever reason, does not lead (timely) to the full settlement of the fee owed, or the invoice has yet to be settled within the term set for it. In that case, Subscriber falls into default immediately and owes the statutory commercial interest rate and collection costs on the outstanding amount without any warning or default notice being required. 

Article 4.8

If the Subscriber, after warning or default notice, remains negligent with paying the claim, Rulebooks can transfer the claim, in which case the Subscriber will be obliged, besides the total amount then owed, to compensate all collection costs as well, also including all

costs charged by external experts, all matters without prejudice to the right of Rulebooks to suspend the implementation of the Subscription completely or in part, and without prejudice to the right of Rulebooks to exercise any other legal and/or established right.

‍5. NON-DISCLOSURE

Article 5.1

Each Party can obtain Confidential Information from the other Party that must reasonably be considered to be the property of the providing Party, to be confidential, or competition-sensitive (Confidential Information). Parties will keep Confidential Information confidential and take reasonable measures to protect the Confidential Information of the other Party and not disclose it to third parties unless the other Party is authorized to do so or if mandatory legal provisions require this.

Article 5.2

Unless established otherwise in writing, it is permitted to Rulebooks to mention in one or more (press) statements the entry into or the existence of the Agreement. Rulebooks has the right to post the name and the logo of the Subscriber on the Rulebooks website and/or a list of references and to provide such to third parties for information.

‍6. RESCISSION, CANCELLATION, AND MODIFICATION OF THE AGREEMENT

Article 6.1

The Subscription can be canceled by the Subscriber with due regard for a notice period of one (1) month against the end of each calendar month in the Workspace of the Subscriber and by Rulebooks with due regard for a notice period of two (2) months in writing against the end of a calendar year. Parties will never be obliged to compensate for damages because of cancellation.

Article 6.2

After the end or in case of the intermediate termination of the Agreement, Rulebooks will transfer all Data within the Workspace to Subscriber within a reasonable term and/or upon request of Subscriber destroy or remove all Data and confirm in writing to Subscriber that all Data within the Workspace have been destroyed or removed. If Rulebooks is subject to the legal obligation to continue to process, it will grant the request of the Subscriber to the extent such is permitted on the grounds of the Applicable Law.

Article 6.3

Each of the Parties can cancel the Subscription without default notice with immediate effect completely or in part if the counterparty is granted - whether or not provisionally - suspension of payments, if bankruptcy is filed for concerning the other Party, or if the enterprise of the other Party is definitively liquidated or terminated otherwise than for the purpose of reconstruction or merger of enterprises, or if the decisional power over the enterprise of Subscriber changes. Because of such termination, Rulebooks is never obliged to refund any sums already received or compensate for damage. In the case of a bankruptcy of the Subscriber, the right of use of the Workspace provided to the Subscriber lapses legally.

Article 6.4

The Subscriber can change the Subscription on the first day of a calendar month (upgrade or downgrade). As from the date of the change, Subscriber will owe the fee associated with the changed Subscription.

‍7. INTEGRATIONS/DATA EXCHANGES WITH THIRD PARTIES

Article 7.1

Subscribers can agree with third parties to engage in integrations/data exchanges and/or to purchase services in addition to the provision of services delivered by Rulebooks.

Article 7.2

Subscriber will enter into the agreements referred to in Article 8.1 directly with the relevant third parties, to which Rulebooks is not involved in any form. Third parties are not sub-processors of Rulebooks, and Rulebooks is not liable in any form for the actions of these third parties.

Article 7.3

Suppose Subscriber chooses to (directly) connect the Workspace with a third party, whether or not by using the API. In that case, Subscriber hereby grants permission to Rulebooks for the exchange of Data between Rulebooks and the relevant third party to the extent this is designated as necessary for their services by this third party. This is also intended to include exchanging (personal) data and storing access or identification codes/tokens to realize this data exchange/integration.

Article 7.4

Subscriber is responsible for (having) set up and realizing integrations/data exchanges (including authorizations) correctly, whether or not while using the API, between the Workspace and the third party/parties selected by Subscriber. 

Article 7.5

Rulebooks is never responsible and/or liable for the (correct) functioning of software of Subscriber and/or third parties that communicate/exchange data via the API.

Article 7.6

If use is made by the Subscriber of one or more API as provided by Rulebooks, whether or not via its website, then a non-transferable, non-exclusive, and non-sub-licensable right of use is granted to Subscriber for the duration of the Subscription to use the API within the own organization for internal purposes exclusively.

Article 7.7

It is permitted to Rulebooks at its discretion to apply a request restriction (“throttling”) at the moment that the API traffic that Subscriber generates burdens the system to such a degree that the performance for other subscribers/users deteriorates/is hindered as a result.

Article 7.8

Rulebooks reserves the right to bill additional charges to the Subscriber and/or third parties for using the API by the Subscriber and/or third parties.

‍8. USERS CONTACT/SERVICE OFFERS

Rulebooks has the right to communicate directly with End-users within the Workspace:

1. to the extent this is necessary with an eye on the assurance of safety and/or the quality of its provision of the Services 
2. to make announcements regarding maintenance or new functionalities and/or products, or 
3. to offer associated additional services to End-users directly.

‍9. RETENTION, OWNERSHIP, AND SUSPENSION

Article 9.1

Rights, including rights of use, are granted in such case as may occur to Subscriber on the condition that the Subscriber has met all periodic payment obligations that flow from the Agreement.

Article 9.2

Rulebooks can keep the property rights, data, documents, software, data files, and results of the services of Rulebooks received or generated in the context of the Subscription under its control, despite an existing obligation of release or transfer, until Subscriber has settled all amounts owed to Rulebooks. 

‍10. INTELLECTUAL PROPERTY RIGHTS

Article 10.1

All intellectual property rights to the SaaS service or other materials developed or provided to Subscriber on the grounds of the agreement lie exclusively with Rulebooks, its licensors, or suppliers. Subscriber acquires the rights of use granted expressly by the present T&Cs, the Agreement, and the law. A right of use falling to the Subscriber is non-exclusive, non-transferable, non-pawnable, and non-sub-licensable.

Article 10.2

Rulebooks safeguards Subscriber against any claim by a third party that is based on the contention that the SaaS service or other materials developed by Rulebooks violate a right of intellectual property of the such third party, on the condition that Subscriber forthwith informs Rulebooks in writing regarding the existence and substance of the claim and leaves the handling of the case, also including the reaching of possible settlements, entirely to Rulebooks To such effect, Subscriber will provide the necessary authorizations, information, and assistance to Rulebooks to defend itself against such claims. This indemnification obligation lapses if the alleged violation is related:

1. to materials provided by Subscriber for use, adaptation, processing, or maintenance to Rulebooks or 
2. to changes that the Subscriber has applied or without the written permission of Rulebooks to the software or other materials. If it has been irrefutably established judicially that software or other materials developed by Rulebooks itself violate any right of intellectual property belonging to a third party or if, in the opinion of Rulebooks, there is a reasonable risk of such a violation occurring, Rulebooks will, if possible, make sure that Subscriber will continue to be able to use the delivered matters or functionally equivalent different software. Any other or farther-reaching indemnification obligation of Rulebooks on account of a violation of a right of intellectual property of a third party is excluded.

‍112. (OTHER) RESPONSIBILITIES SUBSCRIBER

Article 11.1

To enable the proper implementation of the Subscription by Rulebooks, Subscriber will always render Rulebooks all assistance that is required to enable the proper implementation of the Agreement by Rulebooks, including the information regarding all facts and circumstances that may affect the provision of services and the availability thereof.

Article 11.2

Subscriber is responsible and bears the risk for the selection, the (correct) use, the correct application, and correct management, also including control of the settings, of Rulebooks, websites, data files, and other products and materials and of the services to be provided by Rulebooks within his organization. 

Article 11.3

The subscriber is responsible for the (control of the) correctness of the data processed with the aid of a service provided by Rulebooks and how the service results are deployed. Subscriber is also responsible for the instruction to and the use by users, regardless of whether these users are in a hierarchical relationship with Subscriber.

Article 11.4

Rulebooks is not responsible for the proper functioning of the infrastructure (not being the Infrastructure of Rulebooks) of the Subscriber or that of third parties that are required to be able to use the Subscription. Rulebooks is never liable for damage or costs on account of transmission errors, malfunctions, or non-availability of these facilities unless Subscriber proves that these damages or costs are the results of the wilful intent or deliberate recklessness of the management of Rulebooks.

Article 11.5

Subscriber must at all times use the most recent version of the standard user manual(s) associated with the established service(s) and as provided by Rulebooks via its website, and to such effect to regularly control the website of Rulebooks for new versions of said manual(s).

Article 11.6

Subscriber will chart the risks for his organization based on the information provided by Rulebooks regarding measures to prevent and mitigate the consequences of malfunctions and defects in the provision of services, the maiming or loss of data or other incidents, and, if necessary, will take additional measures. Rulebooks declares to be willing upon request of Subscriber to render assistance within reason for further measures by Subscriber against such (financial) conditions as are to be set by Rulebooks B.V. Rulebooks is never responsible for the restoral of maimed or lost data.

Article 11.7

Subscriber is responsible and liable vis-a-vis Rulebooks for the possible use of the Subscription by Subscriber. Subscriber safeguards Rulebooks against claims by third parties for the compensation of damages in this connection.

Article 11.8

Always and in all cases, Subscriber will use the Subscription diligently and in accordance with the applicable legislation. Subscriber will observe at all times, especially the intellectual property rights and other rights of third parties, the privacy of third parties, not to distribute data in violation of the law, not to grant unauthorized access to systems, not to distribute any viruses or other damaging software, and to refrain from criminal actions and the violation of any other legal obligation.

Article 11.9

To prevent possible liability towards third parties or to mitigate the consequences thereof, Rulebooks always has the right to take measures in the matter of an action or omission of or at the risk of Subscriber, without being obliged to provide compensation of damages to Subscriber as a result. Subscriber is obliged upon first written request of Rulebooks to immediately remove information (including uploaded pictures, logos, texts, etc.), failing which Rulebooks has the right at its option to either remove the information or to render access to it impossible. Rulebooks furthermore has the right in case of the violation or imminent violation of the Agreement to deny Subscriber immediately and without prior announcement access to the systems of Rulebooks and/or to deny the use of a sub-domain name, e-mail address, and/or system name and without being obliged to compensate damages to Subscriber for this. The preceding keeps expressly unaffected any possible other measures or the exercise of other rights by Rulebooks towards Subscriber. Rulebooks has the right in such case to cancel the Agreement with immediate effect without being obliged to provide compensation of damages towards Subscriber for this.

Article 11.10

It cannot be demanded of Rulebooks to form an opinion of the legitimacy of claims by third parties, of the defense of the Subscriber, or to be involved in any manner in a dispute between a third party and Subscriber. Subscriber will have to deal with the relevant third party in such cases and inform Rulebooks in writing, including substantiation with documentary evidence.

‍12. TERMS

Article 12.1

All terms indicated by Rulebooks were determined to the best of their knowledge on the grounds of the information that was known at Rulebooks upon adoption of the Agreement and will be observed as much as possible.

Article 12.2

To the extent delivery dates and/or terms are listed in any Agreement, appendix, plan of action, or quotation, these are indicative and do not constitute strict time limits unless expressly established otherwise. In all cases, that is, even if Parties have expressly established a deadline in writing, Rulebooks only falls into default after having been declared in default by Customer in the appropriate manner, in detail, and in writing, and Rulebooks after the expiry of the reasonable term that is listed in that default notice, still does not properly comply.

Article 12.3

Rulebooks is not bound by (delivery) terms that, due to circumstances lying outside its power that have occurred after the adoption of the Agreement, can no longer be met. If the overrunning of any term is imminent, Rulebooks and Subscriber will enter into consultation as soon as possible.

‍13. IMPLEMENTATION PROVISION OF SERVICES GENERAL

Article 13.1

Rulebooks will exert itself to the best of its ability to carry out the provision of services with care, in such case as may occur in accordance with the arrangements and procedures established in writing with the Subscriber. All services of Rulebooks are carried out based on a best-effort undertaking.

Article 13.2

Rulebooks does not guarantee that the service to be provided in the Subscription context will be free of errors and function without interruptions. Rulebooks will exert itself to restore defects in the software within a reasonable term in conformity with what is established in these T&Cs.

Article 13.3

Rulebooks does not guarantee that defects in software not developed by Rulebooks will be resolved.

Article 13.4

Rulebooks only carries out the provision of services by order of Subscriber. Suppose Rulebooks conducts activities regarding the Data of the Subscriber, his collaborators, or users on the grounds of a request or competently issued order of a government agency or in connection with a legal obligation. In that case, all associated costs will be billed to Subscriber.

Article 13.5

In connection with changes to relevant legislation and regulations and other regulations issued by competent agencies, Rulebooks can apply changes to the content or scope of the provision of services. Suppose such changes entail modifying the procedures that are effective at Subscriber. In that case, Rulebooks will accordingly inform Subscriber as timely as possible, and Subscriber will bear the costs of such modifications.

Article 13.6

Rulebooks can continue implementing the service by using a new or modified version of Rulebooks, whereby the functionality will be equivalent or improved concerning the established functionality. Rulebooks is not obliged to maintain, modify, or add certain characteristics or functionalities of the service or Rulebooks specifically for Subscriber. Rulebooks has the right to ask for an additional fee for new functionalities.

Article 13.7

Rulebooks can deactivate the service entirely or in part temporarily for preventive, corrective, or adaptive maintenance. Subscriber will grant all assistance requested by Rulebooks, also including the temporary ceasing of the use of the service by Subscriber if this is necessary for the opinion of Rulebooks Rulebooks will not let the decommissioning last for any longer than is necessary, if possible have it occur outside office hours, and, depending on the circumstances, will start following notification to Subscriber.

Article 13.8

Subscriber guarantees that all materials, data, software, procedures, and instructions provided by him to Rulebooks for the implementation of the provision of services are always correct and complete and that all data and information carriers provided to Rulebooks meet the specifications and instructions of Rulebooks set to such effect beforehand. Subscriber must have sufficient bandwidth at his disposal. It is assumed that always at least the bandwidth (both for downloading and uploading) is available as indicated on the website of Rulebooks for the workstation from which Rulebooks is used, as measured via an independent website such as www.speedtest.nl. However, each workstation can have a limited amount of bandwidth available.

Article 13.9

Rulebooks is not obliged to carry out data conversion. 

Article 13.10

If and to the extent necessary or desirable, Rulebooks will, if defects in the results of the provision of services (the processing of wage and personnel data) on the grounds of the Subscription are a direct consequence of software, procedures, or actions for which Rulebooks is expressly responsible on the grounds of the Subscription, repeat the provision of services to restore these imperfections, on condition Subscriber communicates the imperfections as soon as possible, though no later than within one week after obtaining the results, in writing and detail to Rulebooks Only if defects in the provision of services are attributable to Rulebooks, the repetition is carried out for free; in all other cases, Rulebooks will bill the costs of a possible repetition in accordance with its customary rates. Suppose the restoral of defects attributable to Rulebooks in the opinion of Rulebooks is technically or reasonably not possible. In that case, Rulebooks will credit the sums the Subscriber owes for the relevant provision of services without being further or otherwise liable to the Subscriber. No other rights fall to Subscriber due to defects in the provision of services than those described above.

Article 13.11

Rulebooks will exert itself to the best of their ability, but more is needed to guarantee that Rulebooks will be timely adapted to changes to relevant legislation and regulations.

Article 13.12

Rulebooks does not guarantee that a sub-domain name and/or system name requested by Subscriber is granted to Subscriber.

Article 13.3

Rulebooks is not responsible for the content and composition of the sub-domain name and/or system name and the use of the sub-domain name and/or system name. Subscriber guarantees vis-a-vis Rulebooks that he has the right to use the sub-domain name and/or system name and that the use thereof is not unlawful towards one or more third parties. Subscriber safeguards Rulebooks and indemnifies Rulebooks against/for any claim by a third party related to the sub-domain name and/or system name.

‍14. LIMITATION LIABILITY

Article 14.1

The total liability of Rulebooks on account of an attributable shortcoming in complying with its obligations under the Agreement or on any other account, also including a warranty obligation and waiver, is limited to the compensation of a maximum of the amount equal to the total of the fees (exclusive of VAT) that were paid for the Subscription in the twelve (12) months preceding the fact that caused the damage. 

Article 14.2

Under no circumstance will the total cumulative liability of Rulebooks exceed € 100,000 (one hundred thousand Euros). Rulebooks can exclusively be obliged to compensate for direct damage. Direct damage is exclusively intended:

1. the costs that Subscriber has incurred for forcedly keeping operational its old system or systems and associated facilities for longer because Rulebooks has not performed on a date that is binding for it, minus any possible savings that are the result of the delayed performance; 
2. reasonable costs incurred to determine the cause and scope of the damage, to the extent the determination regards direct damage in the sense of this article; 
3. reasonable costs incurred to prevent or mitigate damage, to the extent the Subscriber proves that these costs have led to the mitigation of direct damage in the sense of this article.

Article 14.3

The liability of Rulebooks for damage due to death, physical injury, or on account of the material damage of matters in total never exceeds € 1,250,000 (one million two hundred fifty thousand Euros).

Article 14.4

The liability of Rulebooks for indirect damage, consequential damage, lost profit, fines or retroactive tax bills, missed savings, reduced goodwill, damage due to operational stagnation, damage as a result of claims by purchasers of Subscribers, damage related to the use of materials or software of third parties prescribed by Subscriber to Rulebooks, and damage related to the deployment of suppliers prescribed by Subscriber to Rulebooks, is excluded. Rulebooks cannot be held accountable for the damage from careless use of the Subscription, such as the incorrect application of the division of functions, the incorrect management of passwords, or inappropriate use. Also excluded is the liability of Rulebooks on account of the maiming, destruction, or loss of data or documents.

Article 14.5

As described in the previous sections of this article, the exclusions and limitations of the liability of Rulebooks leave entirely unaffected the other exclusions and limitations of liability of Rulebooks on account of the Agreement.

Article 14.6

The exclusions and limitations referred to in this article lapse if and to the extent the damage results from the wilful intent or deliberate recklessness of the management of Rulebooks.

Article 14.7

The liability of Rulebooks on account of attributable shortcomings in complying with an agreement only arises if Subscriber immediately declares the default of Rulebooks in writing, whereby a reasonable term is set for the restoring of the shortcoming and Rulebooks even after that term continues to fall short in complying with its obligations.

Article 14.8

Each claim for compensating damages against Rulebooks lapses through the simple expiry of twenty-four months after the claim arises.

Article 14.9

Subscriber acknowledges that said limitations of liability are incorporated in the fee that the Subscriber owes for the Subscription and must therefore be considered reasonable.

‍15. FORCE MAJEURE

Article 15.1

In case of force majeure on the part of one of the Parties, the obligations on the grounds of this Agreement will be suspended for as long as the force majeure situation continues. Force majeure is also intended as a shortcoming of suppliers of Rulebooks. The suspension will not apply, however, for the obligations that the force majeure is not regarding and/or the obligations that have arisen before the situation of force majeure has become effective.

Article 15.2

Suppose the force majeure situation lasts for more than sixty days. In that case, Parties have the right to terminate the Agreement by way of registered mail unless it can be foreseen that the force majeure situation will be resolved within a reasonable term. What has already been performed as a consequence of the Agreement will be settled proportionally, without Parties owing each other anything otherwise.

‍16. MODIFICATION AND ADDITIONAL WORK

Article 16.1

Subscriber can request the reinstallation of a backup against payment of the rate applicable for this at Rulebooks. For this service, an arrangement must be made separately. Rulebooks strives to realize his reinstallation within one business day, against the fee that applies at such time.

Article 16.2

If Rulebooks, upon request or with the prior consent of Subscriber, has conducted activities or other performances that fall outside the content or scope of the established activities and/or performances, these activities or performances will be compensated by Subscriber in accordance with the customary rates of Rulebooks. Rulebooks is never obliged to grant such a request and may demand that a separate written agreement be concluded.

‍17. TRANSFER OF RIGHTS AND OBLIGATIONS

Article 17.1

Subscriber is not entitled to sell and/or transfer the rights and/or obligations from the Subscription to a third party.

Article 17.2

Rulebooks has the right to transfer its claims to the payment of fees to a third party.

‍18. AVAILABILITY

Rulebooks exert itself as well as it can to realize the availability of the Workspace during the  Service Hours of 99.6% on average per month. For the definition and calculation of availability and other service level arrangements, reference is made to the SLA.

‍19. APPLICABLE LAW AND DISPUTES

Article 19.1

Netherlands Law governs the Agreements between Rulebooks and Subscriber. The applicability of the Vienna Commercial Convention 1980 is excluded.

Article 19.2

Disputes that may arise between Rulebooks and Subscriber in connection with an Agreement concluded between Rulebooks and Subscriber or in connection with further agreements that are the result thereof are settled by way of arbitration in accordance with the arbitration regulation of the IT dispute settlement organization 'Stichting Geschillenoplossing Automatisering, with legal seat in The Hague, all matters without prejudice to the right of each of the Parties to request an injunction in a preliminary arbitration procedure and without prejudice to the right of each Party to take legal conservation measures (see www.sgoa.eu).