General Terms and Conditions


August 2020

SODAQ Holding B.V., SODAQ Engineering B.V., SODAQ Products B.V., with its registered
seat at Bussumerstraat 34, 1211 BL in Hilversum, the Netherlands, registered in the
Dutch Chamber of Commerce under registration no. 58921885 (Holding), 78267714
(Engineering) and 78267854 (Products), hereinafter collectively referred to as: the
“SODAQ Entities” or “SODAQ”, offer development of custom software, custom
hardware and custom end products and consultancy services – as well as a
Software-as-a-Service which can be used by clients to deliver updates remotely to
devices developed by the SODAQ Entities or purchased in their web shop, and
connected to the internet through Internet-of-Things networks.
The following Terms and Conditions apply to all agreements the SODAQ Entities
enter into with their clients for the provision of their services. These Terms and
Conditions consist of three separate Modules. Module A applies to all parties with
regard to all services provided by the SODAQ Entities, whereas Module B and C
apply exclusively in situations where SODAQ Engineering B.V. provides development
services and SODAQ Products B.V. provides its Software-as-a-Service respectively.
Visit www.sodaq.com for more information with regard to the available services.

MODULE A: GENERAL

Article 1. Applicability

1.1. This Module A will apply to all Agreements concluded between SODAQ
and the Client.
Article 2. Definitions
All capitalized definitions in these Terms and Conditions, both plural and singular, are
defined as indicated in this article.
2.1. Agreement: the Quotation through which both parties have agreed to
the provision of Services by SODAQ to the Client, and any attachments
thereto, as well as any service level agreement or data processing
agreement concluded between the parties. These General Terms and
Conditions form an integral part of that agreement.

2.2. Client: any legal or natural person acting in the exercise of a profession
or business with which SODAQ concludes an Agreement in connection
with the provision of Services.

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2.3. Custom Hardware: a custom-made hardware product or component,
not containing Custom Software, as specified in the SOW, to be
developed on behalf of and delivered to the Client by SODAQ as part
of the Services.

2.4. Custom Product: a custom-made hardware product or component,
containing Custom Software as specified in the SOW, to be developed
on behalf of and delivered to the Client by SODAQ as part of the
Services.

2.5. Custom Software: custom-made software, as specified in the SOW, to
be developed on behalf of and delivered to the Client by SODAQ as
part of the Services, the OTAU Service and OTAU Module.

2.6. Custom Work: Custom Hardware, Custom Software, and/or Custom
Products, as specified in the SOW, to be developed on behalf of and/or
delivered to the Client by SODAQ as part of the Services.

2.7. Intellectual Property Rights: all intellectual and industrial property rights,
including but not limited to copyrights, (sui generis) database rights,
rights to domain names, trade name rights, rights to know-how,
trademark rights, trade secrets, model rights, neighboring rights and
patent rights.

2.8. Materials: documents, designs, reports, software, data files, formats,
models, analyses, data, concepts and prototypes, working drawings,
illustrations, prototypes, models, molds, designs, design sketches, films,
Custom Works and other materials or (electronic) files provided or
developed by or on behalf of SODAQ in the course of the provision of
Services.

2.9. OTAU Module: the software module that must be installed on the
Custom Hardware, Custom Products and other devices provided by
SODAQ in order to effect updates through the OTAU Service.

2.10. OTAU Service: the Software-as-a-Service provided by SODAQ, through
which the software installed on Custom Hardware, Custom Products
and other devices provided by SODAQ, may be updated remotely
‘over-the-air’ by way of the LTE-M-network (with the 2G network as
fallback) through an online dashboard accessible to the Client – as
well as the provision of the OTAU Module required to effect
compatibility of the Client’s devices with the OTAU Service.

2.11. Quotation: an offer provided to the Client by SODAQ for the provision of
Services and, in the event the Client contracts with SODAQ for
development of Custom Works, including an attached SOW.

2.12. Services: the services provided by SODAQ under the Agreement,
including but not limited to the development of Custom Works,
consultancy services and the provision of OTAU Services.

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2.13. SODAQ: the SODAQ Entity specified on the relevant (part of the

relevant) Quotation.

2.14. SOW: the statement of work attached to the Quotation, containing at
least the detailed description and specifications of the Custom Work.

2.15. Website: www.sodaq.com.
Article 3. Order of precedence
3.1. The Agreement may consist of several documents. In the event of
contradictions, the order of precedence as set out below will apply:
1. the Quotation;
2. any other written agreements between the parties;
3. any separate service level agreement concluded between the
parties;
4. any separate data processing agreement concluded between the
parties;
5. these General Terms and Conditions.

3.2. In the event of contradictions between the general provisions of
Module A of these General Terms and Conditions and Modules B and
C, the Module relating to the relevant part of the Services will take
precedence.

3.3. Insofar as the different parts of the Agreement do not contain any

contradictions, they are complementary to each other.

Article 4. Conclusion of the Agreement
4.1. The Agreement will come into force on the day indicated in the
Quotation and is concluded with SODAQ’s receipt of the Client’s written
acceptance of a Quotation. If no starting date is indicated, the
Agreement will come into force upon SODAQ’s receipt of the Client’s
written acceptance of a Quotation.

4.2. If the Client consists of several legal entities or legal entities, these
entities are jointly and severally bound to fulfil the obligations arising
under the Agreement.

4.3. Any Quotation is valid for a period of sixty (60) days. The Client may still
notify SODAQ of its acceptance in writing after this period. However, in
such a case, contrary to Article 4.1, the Agreement is only concluded
upon confirmation by SODAQ.

4.4. If SODAQ has made an offer on the basis of information provided by
the Client and this information proves to be incorrect or incomplete,
SODAQ is entitled to dissolve the Agreement or to adjust the offer and
prices accordingly, even after an Agreement has been concluded.

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4.5. In the event that the Client does not formally accept SODAQ's
Quotation, but nevertheless creates that impression (e.g. by having
SODAQ carry out certain work), the Quotation will also be deemed to
have been accepted and an Agreement will be concluded.

4.6. Contrary to the provisions of Section 6:225(2) of the Dutch Civil Code,
SODAQ will not be bound by any deviating acceptance of the offer
made, not even if the deviation concerns minor or subordinate
aspects of the Quotation.

4.7. The Client may request SODAQ to perform certain Services. In all cases,

SODAQ is entitled to refuse such requests from the Client.

Article 5. Fulfilment of the Agreement
5.1. After the Agreement has been concluded, SODAQ will apply all
commercially reasonable efforts to fulfill its obligations under the
Agreement with due care and skill and within the agreed timeframe, or
within a reasonable period of time if no timeframe has been agreed.
5.2. SODAQ reserves the right to deliver work under the Agreement in

phases, insofar as the nature of that work allows.

5.3. SODAQ has the right to engage third parties for the performance of
the Agreement. Any related costs will only be borne by the Client if this
has been agreed in advance.

5.4. Any (delivery) dates announced by SODAQ or agreed between the

parties are indicative and do not constitute deadlines.

5.5. In fulfilling its obligations under the Agreement, SODAQ will follow
reasonable requests and directions from the Client or state the
reasons why it will not do so. If the Client in spite of the provided
reasoning insists on implementing the request, SODAQ may choose
(insofar as the request is reasonably practicable) to carry out the work
at the risk of the Client. The Client will indemnify and hold harmless
SODAQ from any claims relating to or arising from such work.

5.6. Complaints with regard to consultancy services provided by SODAQ
must be submitted within ten (10) working days of the completion
and/or delivery of (a relevant part of) the Agreement. If a complaint is
not submitted within the above mentioned time period, the results of
the consultancy services provided by SODAQ will be deemed to have
been accepted by the Client.

Article 6. Additional work
6.1. For work falling outside the SOW and/or Quotation (“Additional Work”),
SODAQ may, with the Client’s prior consent, charge on a time and
materials basis, at SODAQ’s standard hourly rate.

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6.2. No prior consent from the Client is required for Additional Work if
SODAQ can demonstrate that it is reasonably necessary for the
fulfillment of the Agreement, or which reasonably follows from the
Client's instructions. Such Additional Work will be charged on a time
and materials basis, at SODAQ’s standard hourly rate.

6.3. In the event SODAQ is requested to carry out Additional Work falling
outside the SOW, SODAQ may also opt to issue an additional Quotation
for this purpose.

6.4. Refusal by SODAQ of a request for Additional Work will under no
circumstances constitute grounds for termination or dissolution of the
Agreement.
Article 7. Cooperation
7.1. Client acknowledges that the quality of the Services depends to a
great extent on the information and cooperation provided by the
Client. The Client will provide all reasonable cooperation required for
the fulfillment of the Agreement. Such cooperation includes that the
Client will do and refrain from doing whatever is reasonably necessary
and desirable to enable the timely and correct fulfillment of the
Agreement. In particular, the Client will ensure that all information and
material of which SODAQ indicates that these are necessary or of
which the Client should reasonably understand that these are
necessary for the fulfillment of the Agreement, are provided to SODAQ
in a timely manner. Cooperation also includes providing access to
necessary digital environments and physical locations, as well as
adhering to all reasonable instructions and advice given by SODAQ in
connection with fulfillment of the Agreement.

7.2. If the Client does not cooperate or provide information and materials
in the manner referred to in the preceding paragraph, SODAQ will be
entitled to pass on the resulting costs to the Client and to suspend
performance of the Agreement.

7.3. The Client represents and warrants that all the information and
materials it provides to SODAQ are complete, accurate and up to date.
7.4. SODAQ has the right, but not the obligation, to examine this information
and materials for accuracy and completeness. In the event of faults or
errors, SODAQ is entitled to suspend the work and pass on the resulting
costs to the Client.

7.5. If the Client makes certain information carriers, electronic files or other
materials available to SODAQ, the Client represents and warrants that
these are free of viruses, malware or defects.

SODAQ General Terms and Conditions | Module A: General


7.6. The Client indemnifies and holds harmless SODAQ from all claims
relating to or arising from Intellectual Property Rights to materials
provided by the Client.

Article 8. Payment
8.1. All prices quoted by SODAQ are in euros and are exclusive of VAT and

other government levies.

8.2. SODAQ will send an invoice for all amounts due and is entitled to
invoice electronically and in advance. SODAQ is also entitled to invoice
in parts. All invoices are due and payable within thirty (30) days of the
invoice date.

8.3. If a price is based on information provided by the Client and this
information proves to be incorrect, SODAQ is entitled to adjust the
prices accordingly, even after the Agreement has already been
concluded.

8.4. SODAQ is entitled to increase the prices annually, by a maximum of five
percent (5%), without this resulting in a possibility for the Client to
terminate the Agreement.

8.5. SODAQ is authorized to adjust the prices as a result of changes in
legislation and regulations, without this resulting in a possibility for the
Client to terminate the Agreement.

8.6. Prices may be increased by SODAQ with immediate effect as a result
of changed rates charged by suppliers for products or services that
are charged pro rata to the Client (such as licensing or hosting costs),
without the possibility for the Client to terminate the Agreement.
8.7. If SODAQ increases its prices outside the cases described in this article,
the Client is entitled to terminate the Agreement at the latest by the
date on which the price increase takes effect.

8.8. The Client is not entitled to set off any payment obligation incumbent
on the Client against any claim against SODAQ for any reason.
8.9. If the Client does not agree with the content of an invoice, the Client is
entitled to suspend the disputed part of the invoice, but not the
undisputed part. If the Client does not object in writing within the
payment term stated in Article 8.2 and substantiates its objections, it is
deemed to agree with the contents of the invoice. SODAQ will assess
as soon as possible whether or not the Client's dispute is justified. If the
dispute turns out to be unjustified, the Client will pay the amount as
promptly as possible, but in any case, within no more than seven (7)
days of the day SODAQ notifies the Client of the findings of its
assessment.

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8.10. If the Client fails to pay an invoice within the payment term stated in
Article 8.2, the Client will be in default without prior warning or notice of
default being required. SODAQ will in such a case be entitled to charge
statutory interest for commercial transactions on the amount or (if
higher) an interest of two percent (2%) per month.

8.11. If the Client fails to pay the invoice amount after a reminder or notice
of default, SODAQ is entitled to engage a third party for the purpose of
collection of the amounts due and/or to suspend the Services until the
outstanding amounts have been paid in full. In such a case, both
judicial and extrajudicial costs (including the costs of lawyers, lawyers,
bailiffs and collection agencies) will be borne by the Client.

Article 9. Intellectual Property Rights
9.1. All Intellectual Property Rights and other proprietary rights relating to
the provision of Services, and all resulting Materials, will be exclusively
vested in SODAQ or its licensors.

9.2. After the completion of the Agreement, neither party will have a duty of

retention towards the other with regard to the Materials.

9.3. After dissolution or premature termination of the Agreement by the
Client, SODAQ is not obliged to provide any (draft) Materials developed
or produced up to that point to the Client or any third party.

9.4. With due regard for the interests of the Client, SODAQ will at all times
be entitled to use the Materials for its own publicity or promotion.
9.5. The Client is not permitted to remove or modify any designation of
Intellectual Property Rights or to remove any indications of confidential
nature from Materials, without prior written permission from SODAQ to
do so.
Article 10. License
10.1. On the condition that the Client fully complies with its (payment)
obligations under the Agreement and the agreement to article 9
confirming the IP rights remain at SODAQ, the Client will, unless parties
agreed otherwise in writing, acquire a perpetual, non-exclusive, non-
transferable and limited license to use the Materials insofar as this use
is in strict accordance with the purpose agreed upon in the
Agreement – or, in the event no purpose has been agreed upon in
such a manner, in strict accordance with the intentions with regard to
the Materials as communicated between SODAQ and the Client prior
to the conclusion of the Agreement.

10.2. In the event of use exceeding or otherwise outside the purpose or
intentions as described in Article 10.1 – including alteration, mutilation or
deterioration of the provisional or final Materials – SODAQ is entitled to

SODAQ General Terms and Conditions | Module A: General


compensation for infringement of its rights of ten (10) times the
amount payable to SODAQ under the Agreement, or at least a fee
which in all reasonableness and fairness is proportionate to such
infringement, without prejudice to SODAQ’s right to claim damages
and other rights and remedies under the Agreement or the applicable
law.

10.3. Unless SODAQ provides written notice stating otherwise, the license
granted under Article 10.1 will be revoked automatically in the event:
a. the Client fails to fulfil its payment obligations under the Agreement
in full and/or on time or is otherwise in default of its obligations
under the Agreement;
b. the Agreement is dissolved or terminated prematurely for any
reason; or
c. the Client is subject to bankruptcy proceedings, applies for or is
granted a suspension of payments, has its activities terminated or
has its business wound up.

Article 11. Confidentiality
11.1. The parties will treat as confidential the information they provide to
each other before, during or after the performance of the Agreement
if this information has been marked as confidential or if the receiving
party knows or should reasonably assume that this information was
intended to be confidential. The parties also impose this obligation on
their employees and on the third parties engaged by them for the
performance of the Agreement. These provisions continue to apply
after the Agreement ends for any reason whatsoever and for as long
as the disclosing party has the right to invoke the confidential nature of
the information.

11.2. Each party will use the same degree of care in protecting the
Confidential Information of the disclosing party as it uses in protecting
its own Confidential Information, but in no event less than reasonable
care.

11.3. This Article 11 will not apply to any information which:

a. is or becomes generally available to the public other than as a
result of a disclosure by the receiving party in breach of the
Agreement;
b. was within the receiving party's possession prior to its disclosure to it
by or on behalf of the disclosing party;
c. becomes available to the receiving party on a non-confidential
basis from a source other than the disclosing party not under
obligation to keep such information confidential; or

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d. is developed independently by the receiving party.

11.4. In the event that a receiving party becomes legally compelled to
disclose any Confidential Information provided pursuant to the
Agreement, such receiving party will provide the disclosing party with
prompt written notice so that such disclosing party may seek a
protective order or other appropriate remedy and/or waive
compliance with the confidentiality provisions of the Agreement. Any
Confidential Information provided hereunder will remain the exclusive
property of the disclosing party.

11.5. Promptly after the expiration or termination of the Agreement for any
reason, each receiving party will deliver to each disclosing party all
originals and copies of any material in any form containing or
representing the Confidential Information in its possession or will
destroy the same at the request of the disclosing party relative to such
Confidential Information.

Article 12. Liability
12.1. SODAQ's liability for loss and/or damages resulting from a failure in the
performance of the Agreement, an unlawful act or otherwise, is limited
to the amount that Client has paid under its last invoice immediately
preceding the breach or the act giving rise to liability (exclusive of VAT).
12.2. SODAQ is only liable for direct loss and/or damage arising from an
attributable failure in the performance of the Agreement. Direct loss
and/or damage is solely understood to mean any and all loss and/or
damage consisting of:
a. the damage caused directly to tangible objects (“property
damage”);
b. reasonable and demonstrable costs the Client has had to incur in
demanding that SODAQ properly performs the Agreement, unless
the defective performance is not attributable to SODAQ;
c. reasonable costs to determine the cause and the extent of the
direct loss and/or damage;
d. reasonable and demonstrable costs incurred by the Client to
prevent or limit the direct loss and/or damage, insofar as the Client
can demonstrate that such costs have resulted in limitation of the
direct loss and/or damage;
e. reasonable and demonstrable costs for having the Agreement
fulfilled by a third party, where SODAQ, after receiving notice from
the Client, fails to ensure proper performance within the reasonable
term stipulated in the notice.

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12.3. Any limitation or exclusion of liability stipulated in this Agreement will
not apply in the event that the loss and/or damage is attributable to (i)
wilful misconduct or deliberate recklessness of SODAQ’s management,
(ii) death or bodily injury, or (iii) any other matter for which it is unlawful
to limit or exclude liability.

12.4. Unless performance by SODAQ is permanently impossible, SODAQ will
only be liable due to an attributable failure in the performance of a
contract if the Client declares SODAQ to be in default in writing without
delay and grants SODAQ a reasonable term to remedy the breach,
and SODAQ culpably fails to fulfil its obligations also after this term has
passed. The notice of default must describe the breach as
comprehensively and in as much detail as possible in order to give
SODAQ the opportunity to respond adequately.

12.5. Any right to claim compensation is at all times subject to the condition
that the Client notifies SODAQ of the loss and/or damage in writing
within no more than fifteen (15) days of its discovery.

Article 13. Force Majeure
13.1. SODAQ cannot be obliged to perform any obligation under the
Agreement if the performance is prevented due to force majeure.
SODAQ is not liable for any loss and/or damage due to force majeure.
13.2. Force majeure is considered to exist in any event in case of power
outages, Internet failures, telecommunication infrastructure failures,
network attacks (including D(DOS) attacks), attacks by malware or
other harmful software, civil commotion, natural disaster, terror,
mobilisation, war, import and export barriers, strikes, stagnation in
supplies, fire, floods, epidemics, diseases or public health emergencies,
acts of government, import and export delays caused by epidemics,
diseases or public health emergencies or acts of government, and any
circumstance whereby SODAQ is not enabled to perform or prevented
from performing by its suppliers, irrespective of the reason.

13.3. If a force majeure situation has lasted for more than ninety (90) days,
both parties will be entitled to give notice to terminate the Agreement
in writing with immediate effect. The Services which in that case have
been delivered by SODAQ prior to the occurrence of the force majeure
situation and during the force majeure situation will be paid for on a
pro rata basis.
Article 14. Term and termination
14.1. The term of an Agreement within the framework of a defined one-off

project ends by completion of that project.

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14.2. The term of an Agreement within the framework of a continuing
performance agreement will be specified in the Agreement. If no term
is stated in the Agreement, it will be deemed to have been entered
into for an initial period of twelve months.

14.3. If the Agreement has been entered into for a definite period, neither
party will be permitted to terminate the Agreement in the interim,
except as expressly provided for in the Agreement.

14.4. If the Agreement is entered into for a definite period of time and falls
outside the scope of Article 14.1, it will each time be tacitly renewed at
the end of that term for the same period of time, unless the
Agreement is terminated in writing by one of the parties at the end of
the term with observance of a notice period of one month.

14.5. If the Agreement is entered into for an indefinite period of time, either
party may terminate the Agreement in writing after an initial period of
twelve months, subject to three months' notice.

14.6. SODAQ may immediately suspend its obligations under the Agreement
or terminate the Agreement in writing, without notice of default being
required, if:
a. the Client breaches the terms of the Agreement or acts contrary to
the applicable laws and regulations; or
b. the Client is subject to bankruptcy proceedings, applies for or is
granted a suspension of payments, has its activities terminated or
has its business wound up.

14.7. SODAQ may perform a suspension as mentioned in the previous
paragraph without prejudice to its other rights and remedies under the
Agreement or applicable law.

14.8. In the event that the Agreement is terminated, SODAQ's claims against

the Client will be immediately due and payable.

14.9. Any dissolution of the Agreement, in full or in part, does not affect any
sums paid by the Client under this Agreement. As such, no reversal of
payments shall take place. The Client may only dissolve the part of the
Agreement that has not yet been executed by SODAQ.

14.10. Upon termination of the Agreement, any Additional Work not yet

invoiced will be charged to the Client.

Article 15. Amendments
15.1. SODAQ has the right to amend (parts of) these General Terms and
Conditions. SODAQ will notify the Client of any amendments at least
two months in advance.

15.2. If an amendment to the General Terms and Conditions announced by
SODAQ adversely affects the Client's position, the Client may object to

SODAQ General Terms and Conditions | Module A: General


this in writing, stating its reasons. In the event of an objection, SODAQ
may reconsider the amendment and decide to withdraw it in whole or
in part.

15.3. If SODAQ decides to implement the amendment despite the Client's
objection, the Client will be entitled to terminate the Agreement at the
latest by the date on which the amendment takes effect, subject to
one month's notice.

15.4. If the Client does not object in writing to the proposed amendment
within one month of SODAQ's announcement, stating reasons, the
Client will be deemed to have agreed to the amendment.

15.5. Amendments of minor importance, amendments that are necessary
due to amended laws and regulations and amendments that are to
the benefit of the Client may be implemented by SODAQ without prior
notice. In the event of such changes, the Client does not have the right
to object and/or terminate the Agreement.

Article 16. Applicable law
16.1. The Agreement is exclusively governed and construed by Dutch law.
16.2. Any disputes arising from or in connection with the Agreement will be
submitted to the competent court in the district in which SODAQ has its
registered office.
Article 17. Miscellaneous provisions
17.1. Neither party may assign the rights and obligations under this
Agreement to a third party without the written consent of the other
party.

17.2. Notwithstanding the foregoing, SODAQ has the right to transfer its
rights and obligations under the Agreement without consent to a
parent entity, sister entity or subsidiary entity or to a third party that
takes over the Services or the relevant business activities of SODAQ.
SODAQ will inform the Client as soon as possible if such a transfer has
taken place.

17.3. If a provision in the Agreement proves to be null and void, voidable or
otherwise invalid, this will not affect the validity of the entire Agreement.
In such a case, the parties will determine a new provision(s) to replace
it, which will give shape to the intention of the original provision as far
as is legally possible.

17.4. Where this Agreement refers to written communication, this includes
communication by e-mail provided that the identity of the sender and
the integrity of the content is sufficiently established.

SODAQ General Terms and Conditions | Module A: General


17.5. In the event of disputes, SODAQ's administration, communication and
log files will be deemed to be authentic evidence, subject to evidence
to the contrary from the Client.

SODAQ General Terms and Conditions | Module B: development



MODULE B: DEVELOPMENT
Article 18. Applicability
18.1. This Module B will apply only in the event and insofar Client contracts

with SODAQ for the development of (a) Custom Work(s).

Article 19. Development services
19.1. After the Agreement has been concluded, the development of the
Custom Work will be carried out as soon as reasonably possible, unless
agreed otherwise.

19.2. SODAQ may independently determine the location at which the work in

question is to be carried out.

19.3. SODAQ can independently determine its working hours. In doing so,
SODAQ will at all times take into account the agreed (delivery) dates.
19.4. SODAQ will be entitled to transfer all or part of its rights and obligations
under this Module B to a third party, provided that this has been
approved in advance by the Client in writing.

19.5. In the event of a transfer to a third party as described in Article 19.4

SODAQ will:
a. inform the Client of the names of the third parties in question; and
b. conclude a confidentiality agreement with those third parties with
the purpose of protecting confidential information relating to the
development of the Custom Work and related matters – containing
terms at least as stringent as those concluded between SODAQ and
the Client on the same subject and with the same purpose.

19.6. SODAQ will develop the Custom Work with due care on the basis of the

SOW, data and source materials to be provided by the Client.

19.7. SODAQ will apply all commercially reasonable efforts to develop and
deliver the Custom Work within the time period(s) specified in the SOW.
19.8. SODAQ is independent in the performance of the Agreement. However,
the Client will be free to provide SODAQ with instructions as referred to
in article 7:402 of the Dutch Civil Code.

19.9. SODAQ will keep the Client informed on a bi-weekly basis of the
progress of the development of the Custom Work. In doing so, SODAQ
will indicate whether the Custom Work is expected to be completed
within the time periods specified in the SOW.

Article 20. Development process
20.1. The parties will, in consultation, specify the functional requirements of
the Custom Work in the SOW. SODAQ will apply all commercially

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reasonable efforts to carry out the SOW and develop a version of the
Custom Work that complies with the SOW and deliver the Custom Work
for an acceptance test within the time period(s) specified in the SOW.
Unless explicitly stated in the SOW, SODAQ cannot guarantee or ensure
compliance of the Custom Work with any sort of certification
standards.

20.2. After the Agreement has been concluded, the parties will appoint

contact persons who will be responsible for:
a. the mutual exchange of information between parties;
b. providing general support; and
c. periodic consultations on the progress of the Custom Work.

Article 21. Third party products, services and software
21.1. SODAQ may place orders for or purchase third-party products,
services and/or software on behalf and under the responsibility of the
Client, if this is necessary for the performance of the Agreement. Unless
agreed otherwise, the related agreements apply directly between the
Client and the third party concerned. Unless agreed otherwise, SODAQ
may charge the Client ten percent (10%) of the order or purchase cost
as compensation

21.2. Additional or different conditions may apply to the use of the products,
services and/or software of third parties. These terms and conditions
are available on request. The Client agrees to these terms and
conditions in advance and is aware that the terms and conditions
may be amended from time to time.

21.3. The products, services and/or software of third parties may be
invoiced either via SODAQ or directly to the Client. If invoicing takes
place via SODAQ, the Client is not permitted to suspend any payment
obligation as a result of breach of contract by the third party
concerned.

21.4. SODAQ is under no circumstances liable with regard to products,
services and software provided by third parties. The Client indemnifies
and holds harmless SODAQ from any claims relating to or arising from
the provision of products and services by third parties as described in
this Article.

Article 22. Intellectual Property Rights relating to Custom Works
22.1. All Intellectual Property Rights and other proprietary rights relating to
the provision of Services, and all resulting Materials, will be exclusively
vested in SODAQ or its licensors. Client can make use of the Custom
Works based on a license as described in article 10 of this agreement.

SODAQ General Terms and Conditions | Module B: development



Article 23. Delivery and acceptance
23.1. SODAQ will deliver the Custom Work if, in its professional opinion, it
complies with the SOW and is suitable for use. Unless provided
otherwise in the SOW, the Client will evaluate the delivered Custom
Work within fourteen (14) days after delivery and accept or reject it in
accordance with the acceptance criteria specified in the SOW. If the
Client does not reject the delivered Custom Work within this time
period, it will be deemed to have been accepted and deemed to
conform to the SOW.

23.2. Acceptance of the delivered Custom Work will be deemed to have

taken place if the Client:
a. approves the delivered Work (in writing);
b. uses the delivered Custom Work for production purposes, including
but not limited to the transfer of the Custom Work to a production
environment; or
c. does not reject the Custom Works within the aforementioned period,
has not applied for a revision round and/or has not objected to
delivery within the time period mentioned in Article 23.1.

23.3. If the Custom Work is delivered in stages, the Client will, after
completion of each stage, provide its acceptance or rejection of the
part of the Custom Work of that stage in the manner as stipulated
above. The Client may not base a rejection in a later phase on aspects
approved in an earlier phase.

23.4. If the Client rejects the delivered Custom Works in whole or in part,
SODAQ will apply all commercially reasonable efforts to remove the
reason for rejection as soon as possible. SODAQ may do this by
revising the Custom Work or by stating the reasons why the rejection is
unjustified. The Client will then have seven (7) days to approve or reject
the revision or motivation.

23.5. The Client may only reject the Custom Work on the grounds of
substantial deviation from the SOW. If objections with regard to the
Custom Work concern only minor aspects, the Custom Work will be
deemed to have been accepted subject to the proviso that these
objections will still be lifted within a reasonable period of time.

23.6. Deviations from the SOW that were explicitly requested by the Client

will never constitute grounds for rejection of the Custom Work.

23.7. If the Client continues to reject all or part of the Custom Work delivered
after a revision or motivation, SODAQ is entitled to charge reasonable
additional costs for all subsequent revisions.

SODAQ General Terms and Conditions | Module B: development


23.8. If after at least one revision round a party indicates that it does not or
no longer consider further revisions to be useful, both parties are
entitled to terminate the Agreement (or the part of it relating to the
Custom Works). In that case, the Client will only be obliged to reimburse
the costs incurred by SODAQ and the work already carried out, but the
Client will not be entitled to use or continue to use the Custom Work.
23.9. Provisions specific to the delivery of Custom Software are contained in
Article 24. Provisions specific to the delivery of Custom Hardware and
Custom Products are contained in Article 25.

Article 24. Delivery of Custom Software
24.1. This Article 24 will apply only in the event the Client contracts with
SODAQ for the development of Custom Software, in addition to the
provisions of Article 23.

24.2. Unless otherwise agreed, the Client will make available a secure
development environment for the Custom Software to SODAQ,
accessible via the internet. SODAQ will primarily develop within this
environment. The development environment will enable the Client to
test the Custom Software, as it is at that moment, and to provide
feedback.

24.3. Unless otherwise agreed, if the Client does not provide a development
environment, SODAQ will make the Custom Software available during
development via a secure software development repository to which
the Client has access via the internet.

24.4. The source code of the Custom Software will only be made available
to the Client if this has been explicitly agreed to by both Parties in
writing. Such making available of the source code will occur in the
same manner as the making available of the Custom Software as
described in Article 24.2 and Article 24.3.

24.5. In the event any issues occur with the provision of source code as
arranged above, SODAQ will provide the Client, at the Client's first
request, with a copy of the source code in a manner to be agreed
upon between the parties.

Article 25. Delivery of and warranty on Custom Hardware and Custom Products
25.1. This Article 25 will apply only in the event the Client contracts with
SODAQ for the development of Custom Hardware and/or Custom
Products, in addition to the provisions of Article 23.

25.2. The risk of loss, theft or damage to the Custom Hardware and/or
Custom Products will pass to the Client when the Custom Hardware
and/or Custom Products are delivered by SODAQ to an agreed

SODAQ General Terms and Conditions | Module B: development


address and/or an agreed representative or contact person of the
Client.

25.3. The Client will inspect the delivered Custom Hardware and/or Custom
Products for visible damage and report such damage to SODAQ within
two (2) working days. The Client will substantiate its report with
sufficient evidence to allow SODAQ to assess the merits of the report. If
the Client does not report the damage to SODAQ within the
aforementioned time period, the Custom Hardware and/or Custom
Products are deemed to have been delivered without damage (e.g.
damage from transportation). After the foregoing inspection, any
further evaluation and acceptance will occur according to the
provisions of Article 23.

25.4. After acceptance of the Custom Hardware and/or Custom Products in
accordance with the provisions of Article 23, the Client agrees that the
Custom Hardware and/or Custom Products only contain the
functionality and other features as found by the Client at the time of
acceptance. The Custom Hardware and/or Custom Products are
delivered "as is" (i.e. with all visible and invisible faults and defects),
unless additional warranties are explicitly given in the Agreement. Such
warranties will in no event cover faults, damage and defects which:
a. are the result of improper use of the Custom Hardware or Custom
Products;
b. are the result of modifications made by the Client;
c. are not related to the inadequacy of the materials used and/or the
manufacturing process of the Custom Hardware or Custom
Products;
d. have arisen as a result of incorrect storage or storage of the
Custom Hardware or Custom Products; or
e. is the result of climatological or other influences.

25.5. All Custom Hardware and Custom Products delivered to the Client by
SODAQ will be subject to retention of title by SODAQ and will remain the
property of SODAQ until the Client has paid the full amount owed for
them. The Client is not entitled to resell or pledge the goods covered
by the retention of title mentioned in the previous sentence, or to
encumber them in any other way.

25.6. The Client will notify SODAQ without delay if a third party wishes to
establish or assert rights or to seize (or have a third party seize) the
Custom Hardware or Custom Products subject to retention of title. The
Client hereby grants SODAQ (or third parties designated by SODAQ)
unconditional and irrevocable permission to enter all those places

SODAQ General Terms and Conditions | Module B: development


where SODAQ's property is located and to take back those Custom
Hardware or Custom Products in such a case.
Article 26. Installation of Custom Hardware and Custom Products
26.1. This Article 26 will apply only in the event the Client contracts with
SODAQ for the installation of Custom Hardware and/or Custom
Products.

26.2. Unless otherwise agreed, the Client will be responsible for installation of

the Custom Hardware and/or Custom Products.

26.3. If agreed between the parties, SODAQ will install the Custom Hardware
and/or Custom Products at a location and in a manner determined in
the Agreement. SODAQ is entitled to refuse the installation at a
particular location if in its professional opinion the location is not
feasible, or if the correct functioning of the hardware at the relevant
location cannot be guaranteed.

26.4. The Client is responsible for compliance to the technical requirements
of the Custom Hardware and/or Custom Product, such as the correct
power supplies and network connections, as well as any other
technical requirements or dependencies as specified in the
Agreement. If the aforementioned facilities are not present, SODAQ
may not be able to carry out the installation.

26.5. The Client will give SODAQ or the third party or parties engaged by
SODAQ access to the designated location and give the necessary
cooperation for the installation of the Custom Hardware and/or
Custom Products.

SODAQ General Terms and Conditions | Module C: Over-The-Air updates



MODULE C: OVER-THE-AIR UPDATES
Article 27. Applicability
27.1. This Module C will apply only in the event and insofar Client contracts

with SODAQ for OTAU Services.

Article 28. Accounts
28.1. To access and use the OTAU Services, Clients will be provided with an
Account and asked to provide login information (a unique username
and password) after conclusion of the Agreement.

28.2. The Client is obliged to use any accounts made available by SODAQ in
a careful manner and to keep its login information secure and strictly
confidential. SODAQ has the right to assume that all acts performed
following authentication of these accounts have been performed
under the supervision and with the approval of the Client. The Client is
obliged to notify SODAQ immediately if it suspects abuse of and/or
unauthorised access to its accounts.

Article 29. OTAU Services
29.1. In order for the OTAU services to function properly, the Client must
ensure that the following conditions are met with regard to the device
subject to the OTAU Services:
a. good condition and integrity of hardware and software contained
in the device;
b. integrity and unchanged condition of the OTAU Module (as provided
by SODAQ and) contained in the device;
c. adequate coverage and reception of 2G or LTE-M networks at the
location of the device, as well adequate internet connectivity via the
2G or LTE-M networks; and
d. a functioning and adequate power supply.

29.2. Unless agreed otherwise, the Client is responsible for the quality,
integrity and functioning of any over-the-air software update
packages installed by using the OTAU Services.

Article 30. Use of OTAU Services
30.1. It is forbidden to use the OTAU Services in ways that contravene
applicable laws and regulations, or that are otherwise unlawful.
30.2. The Client will refrain from obstructing other SODAQ clients or causing
damage to SODAQ's or third parties' systems or networks. The Client is
prohibited from initiating processes or programs of which the Client

SODAQ General Terms and Conditions | Module C: Over-The-Air updates


knows or should know that these may hinder SODAQ or third parties or
cause damage.

30.3. The Client represents and warrants that the software updates and
other files uploaded or otherwise provided by the Customer in the
course of its use of the Services, are free of any kind of harmful code or
software, such as viruses or Trojan horses.

30.4. The Client may only use the OTAU Services via systems and equipment
that comply with current information security requirements. The OTAU
Services may in any event not be used via systems and equipment if
the (operating) software used on it is no longer maintained by the
relevant supplier.

30.5. If SODAQ discovers or is informed by a third party that the Client is
violating these General Terms and Conditions, SODAQ may take all
reasonable measures to terminate the violation in question. This may
result in total or partial blocking of access to the OTAU Services.
30.6. The Client indemnifies and holds harmless SODAQ against any
(damage) claims from third parties relating to a breach of this Article
30.

Article 31. Intellectual Property Rights and OTAU Services license
31.1. All Intellectual Property Rights in relation to the OTAU Services and the
OTAU Module will be exclusively vested in SODAQ and/or its licensors.
31.2. The Client will receive the right to install the OTAU Module on the
number of devices specified in the Agreement, as well as the right to
access and use OTAU Services for the duration of the Agreement.
31.3. The Client is not entitled to make changes to the OTAU Services, the
OTAU module or any other Materials provided in the course of using
the OTAU Services.

31.4. The Client is not entitled to a copy of the source code of any Material

related to the OTAU Services, except:
a. in cases where the provision of such a copy is prescribed by
mandatory law; or
b. with regard to the OTAU Module, where this is strictly necessary in
order to (properly) install the OTAU Module and enable the OTAU
Services. The Client is under no circumstance permitted to retrieve
such source code by means of reverse engineering or
decompilation.

31.5. SODAQ may take (technical) measures to protect the OTAU Services,
the OTAU Module and any other works or Materials provided under the
Agreement. If SODAQ has taken such security measures, the Client is
not permitted to evade or remove them.

SODAQ General Terms and Conditions | Module C: Over-The-Air updates



Article 32. Maintenance and support
32.1. The provisions of this Article 32 apply only to the extent that they do not
conflict with a separate service level agreement concluded between
the parties.

32.2. SODAQ will maintain the OTAU Services and may carry out updates or
upgrades. Such updates and upgrades may result in a change in the
functionality of the OTAU Services. Suggestions by the Client are
welcome, but updates and upgrades will occur on SODAQ’s sole
discretion.

32.3. Maintenance may result in downtime or temporary limited availability
of the OTAU Services. If SODAQ anticipates that certain maintenance
will result in total or partial unavailability, SODAQ will make every effort
to perform the maintenance during timeslots when use of the OTAU
Services is limited.

32.4. SODAQ will endeavor to notify planned maintenance at least two
business days in advance by email. However, emergency
maintenance may be carried out at any time, without prior notice to
the Client.

32.5. Updates and upgrades are rolled out to all clients at a time chosen by
SODAQ. Unless it has obtained written permission to do so from SODAQ,
the Client may under no circumstances continue to use an old version
of the OTAU Services or OTAU Module. The Client will not have any claim
to an announced update or upgrade which has not been carried out.
32.6. SODAQ provides support with regard to the OTAU Services by providing
documentation on the Website for troubleshooting and general usage,
including a 'Frequently Asked Questions' section.

Contact Us


Phone
+31 35 300 0301

Questions/Product Development
info@sodaq.com

Sales
sales@sodaq.com

Support
support@sodaq.com

We'll get in touch





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