General Terms and Conditions

This English translation is provided on a best-efforts basis for convenience only. The original Dutch version is the authoritative version. In the event of any discrepancy, inconsistency, or dispute concerning its interpretation, the Dutch version shall prevail.

1. Definitions

In these General Terms and Conditions, the following meanings are assigned to the capitalized terms below:

• General Terms and Conditions: these general terms and conditions of EenvoudigHR B.V., trading under the name WorkVine.
• WorkVine: EenvoudigHR B.V., with its registered office at IJsbaanpad 84E, 1076 CW Amsterdam, registered with the Dutch Chamber of Commerce under number 93723652.
• Platform: the software platform offered by WorkVine, including the associated applications, features, and services made available as Software-as-a-Service (SaaS).
• User: any legal entity or natural person acting in the course of a profession or business that enters into an agreement with WorkVine for use of the Platform.
• End User: any person to whom the User has granted access to the Platform.
• Agreement: the agreement between WorkVine and the User concerning use of the Platform, including a signed agreement, order confirmation, or other written arrangement between the Parties.

2. Applicability

2.1 These General Terms and Conditions apply to use of the Platform and to all services and products arising from the legal relationship between WorkVine and the User.

2.2 Any departure from these General Terms and Conditions is binding only if agreed in writing between the Parties.

2.3 Any general terms and conditions of the User are expressly rejected.

2.4 In the event of a conflict between a separate written Agreement and these General Terms and Conditions, the separate Agreement shall prevail.

3. Formation of the Agreement

3.1 The Agreement is formed by the signing of an agreement, order confirmation, or other written acceptance between the Parties.

If no separate written agreement is entered into, the Agreement may also be formed by creating a user account and accepting these General Terms and Conditions.

3.2 The User warrants that the person entering into the Agreement on its behalf is authorized to do so.

3.3 Creating or activating accounts for End Users constitutes performance of the Agreement and does not create a separate agreement between WorkVine and the relevant End User.

4. Use of the Platform and Right of Use

4.1 For the term of the Agreement, the User is granted a non-exclusive and non-transferable right to use the Platform.

4.2 The right of use is solely for the internal use of the User and its authorized End Users.

4.3 The User may not transfer or sublicense the Platform or the right of use, or otherwise make either commercially available to third parties, without WorkVine's prior written consent.

4.4 WorkVine may modify, improve, or expand the Platform. Where reasonably possible, WorkVine will give advance notice of major changes that materially affect normal use.

4.5 Changes to the technical infrastructure or hosting are permitted, provided they do not result in a material reduction of the agreed functionality and application data is processed within the European cloud environments configured by WorkVine.

5. Responsibilities of the User

5.1 The User is responsible for:

• a. the careful use of accounts and access credentials;
• b. ensuring that End Users do not share their access credentials with unauthorized third parties;
• c. complying with legal and contractual obligations when using the Platform;
• d. the accuracy and lawfulness of data entered into the Platform by or on behalf of the User;
• e. ensuring that content added through the Platform does not infringe the rights of third parties.

5.2 The User must inform WorkVine as soon as possible if it suspects that an account or access to the Platform is being used without authorization.

5.3 The User must use the Platform within reasonable limits. If usage is persistently disproportionate to normal business use by organizations of a similar size, WorkVine may, after giving written warning, take reasonable technical measures or agree additional charges with the User.

5.4 WorkVine will not restrict usage to the extent this can reasonably be avoided through consultation with the User.

6. Security

6.1 WorkVine implements appropriate technical and organizational measures to protect the Platform and the data processed within it, taking into account the nature of the services and the risks of the processing.

6.2 The User remains responsible for the security of its own accounts, devices, networks, and access credentials.

6.3 WorkVine is not liable for loss or damage resulting from unauthorized use of accounts if that unauthorized use was caused by a security failure attributable to the User or an End User.

6.4 If a security incident occurs that affects the User's data, WorkVine will act in accordance with applicable law and, where applicable, the data processing agreement entered into between the Parties.

6.5 WorkVine will take reasonable measures to limit the consequences of a security incident and restore normal service.

7. Fees and Payment

7.1 The fee payable by the User, the method of calculation, any trial period, billing frequency, payment method, and any indexation will be set out in the Agreement.

7.2 Unless otherwise agreed, recurring fees will be invoiced in arrears based on the agreed usage.

7.3 Invoices must be paid within the payment term stated on the invoice or in the Agreement.

7.4 If payment remains outstanding after the payment term has expired, WorkVine may charge the statutory interest due and reasonable collection costs.

7.5 In the event of payment arrears, WorkVine may suspend access to the Platform in whole or in part after giving written notice of default and allowing a reasonable period for payment.

7.6 Suspension or termination due to payment arrears does not affect the obligation to pay amounts already due.

7.7 WorkVine may adjust its fees in accordance with the relevant provisions of the Agreement. If no specific arrangement has been agreed, WorkVine will give written notice of a fee change at least one month in advance.

8. Liability

8.1 Except in the event of intent or gross negligence, WorkVine is liable only for direct loss or damage that is the direct result of an attributable failure to perform the Agreement.

8.2 WorkVine's total liability in any calendar year is limited to the amount of the fees payable for use of the Platform during the preceding twelve months or, if the Agreement has been in effect for less than twelve months, the twelve-month equivalent of the agreed recurring fee.

8.3 If no fee is payable during a free trial period, article 8.2 will be applied using the regular fee that would become payable under the Agreement after the trial period.

8.4 WorkVine is not liable for indirect loss or damage, including consequential loss, loss of profit, loss of anticipated savings, reputational damage, or loss resulting from business interruption.

8.5 The limitations in this article do not apply to the extent that limiting liability is not permitted under mandatory law.

8.6 The User must refrain from any act that could impair the integrity, operation, or security of the Platform. Loss or damage directly resulting from unauthorized modifications or actions by the User may be recovered from the User.

9. Availability, Backups, and Recovery

9.1 WorkVine will use reasonable efforts to keep the Platform available and usable in accordance with the arrangements in the Agreement.

9.2 WorkVine may carry out maintenance where necessary for the security, availability, or continued development of the Platform.

9.3 Where reasonably possible, WorkVine will give advance notice of planned maintenance that causes a material interruption.

9.4 If data is lost or corrupted as a result of a technical incident, security incident, or outage, WorkVine will use reasonable efforts to restore the data to the extent technically possible.

9.5 WorkVine does not guarantee that lost or corrupted data can be fully restored in all circumstances.

10. Third-Party Products and Integrations

10.1 The Platform may use or be connected to third-party services and products.

10.2 Unless expressly agreed otherwise in writing, WorkVine does not warrant that a third-party service, connection, or integration will remain available or unchanged at all times.

10.3 WorkVine is not liable for outages, changes, or discontinuation of third-party services that are beyond its reasonable control.

10.4 WorkVine will use reasonable efforts to limit the impact on the User if an essential third-party service changes or becomes unavailable.

11. Intellectual Property Rights

11.1 All intellectual property rights in the Platform, the software, designs, documentation, and features developed by WorkVine are vested in WorkVine or its licensors.

11.2 The User obtains only the right of use described in the Agreement and these General Terms and Conditions.

11.3 The User retains the rights in data and materials that it provides to WorkVine or processes through the Platform.

11.4 The User warrants that it is entitled to have the content it provides processed through the Platform.

11.5 The User will indemnify WorkVine against third-party claims for infringement of intellectual property rights directly arising from material supplied by the User itself, unless the claim results from an act or omission by WorkVine.

12. Data Processing and Privacy

12.1 Each Party is responsible for complying with the privacy laws applicable to it.

12.2 To the extent WorkVine processes personal data on behalf of the User for which the User is the controller, WorkVine acts as a processor. The terms of that processing are further governed by the data processing agreement entered into between the Parties.

12.3 For processing activities for which WorkVine independently determines the purposes and means, including its own contracting, administration, and billing processes, WorkVine may act as an independent controller.

12.4 The User is responsible for the lawfulness of the personal data processed through the Platform on its behalf and for having a valid legal basis for that processing.

12.5 WorkVine processes and maintains application data within the European Google Cloud environments configured by WorkVine.

12.6 Further arrangements concerning security, sub-processors, transfers, retention periods, assistance with data subject rights, and security incidents will be included in the data processing agreement.

13. Force Majeure

13.1 Neither Party is required to perform an obligation if it is prevented from doing so by a circumstance reasonably beyond its control.

13.2 Force majeure may include, among other things:

• a. government measures;
• b. war, terrorism, or serious civil disruption;
• c. natural disasters;
• d. prolonged outages in electricity or telecommunications services;
• e. labor disputes;
• f. serious outages at essential third-party service providers or cloud providers, to the extent those outages are beyond WorkVine's reasonable control.

13.3 The Party affected by force majeure will inform the other Party as soon as possible and use reasonable efforts to limit the consequences.

13.4 If a force majeure event continues for more than thirty days and performance remains materially impossible as a result, either Party may terminate the Agreement in writing without being liable to pay damages.

13.5 Prepaid fees for services that will no longer be provided as a direct result of the termination will be settled on a pro rata basis, unless otherwise agreed in writing.

14. Term and Termination

14.1 The term and ordinary notice period of the Agreement are determined in the separate Agreement between the Parties.

14.2 WorkVine may terminate the Agreement if the User materially fails to perform its obligations and, after receiving written notice of default, fails to remedy that failure within a reasonable period.

14.3 A notice of default is not required if performance is permanently impossible or if a cure period is not required by law.

14.4 Upon termination of the Agreement, the User's right of use expires.

14.5 Provisions that by their nature are intended to continue after termination, including provisions concerning liability, intellectual property, confidentiality, and the handling of data, will remain in effect.

15. Data After Termination

15.1 Following termination of the Agreement, the User will be given an opportunity to export its data during the period agreed in the Agreement.

15.2 If no specific period has been agreed, a period of thirty days after termination will apply.

15.3 WorkVine may charge reasonable fees for an export that requires additional work due to its size, format, or complexity, provided those fees are agreed with the User in advance.

15.4 After the applicable export and retention periods have expired, data will be deleted or anonymized in accordance with the Agreement, the data processing agreement, and applicable legal obligations.

16. Confidentiality

16.1 The Parties will keep confidential any confidential information they receive from each other in connection with the Agreement.

16.2 Information will in any event be considered confidential if it is expressly identified as such or if the recipient should reasonably understand that it is confidential.

16.3 Confidential information may be used only for the performance of the Agreement.

16.4 Confidential information may be disclosed to employees, advisers, or other persons engaged by a Party to the extent necessary for the performance of the Agreement, provided those persons are bound by appropriate confidentiality obligations.

16.5 The confidentiality obligation does not apply to information that is publicly available without breach of that obligation or that must be disclosed under applicable law or regulation or by order of a competent government authority.

17. Final Provisions

17.1 Changes to these General Terms and Conditions will be communicated in writing or electronically.

17.2 If a change materially and adversely affects the User's position, WorkVine will provide reasonable advance notice.

17.3 If any provision of these General Terms and Conditions is found to be void, voidable, or otherwise unenforceable, the remaining provisions will remain in full force and effect. The Parties will replace the relevant provision with a valid provision that reflects the purpose and intent of the original provision as closely as possible.

17.4 All legal relationships between WorkVine and the User are governed exclusively by Dutch law.

17.5 Any dispute arising from or relating to the Agreement will be submitted to the competent court in Amsterdam.