Terms of use

Article 1. Definitions

The following terms have the following meanings in the vPlan Agreement and the vPlan Terms of Use:

Additional Order: the purchase of subscriptions, modules, add-ons, changes to (the number of) bundles and packages, etc. after the vPlan Agreement has come into effect;
Confidential Information: the confidential information concerning the Customer or vPlan, including (a) information designated in writing as "confidential", (b) information that is not generally known to the public, and (c) information whose confidential nature is reasonably known by the recipient;
Consultancy Services: the consultancy service provided by vPlan to the Customer within the framework of the vPlan Agreement;
Customer Data: all data that the Customer enters into the Web Application or that is entered into the Web Application on behalf of the Customer;
Customer: the natural person or legal entity that enters into a vPlan Agreement with vPlan or that is in negotiations with vPlan in this regard;
Employee: an employee of the Customer or vPlan and/or a (legal) person authorised to perform work for or under the responsibility of the Customer or vPlan;
Input: the data and other input that a User provides to vPlan AI;
Output: the output generated by vPlan AI based on Input;
Privacy Policy: the privacy policy, which is made available separately on the vPlan Website and which applies to the processing by vPlan of the Customer's personal data and which complies with the applicable laws and regulations;
System Requirements: the minimum requirements set by vPlan for the Customer's hardware and software in order to make proper use of the vPlan Services;
Third-Party Components: a software (component), collection of components, or an API interface to a library (e.g. a .dll interface), developed by a third-party and used by vPlan in its software for the Web Application;
Third-Party Services: a service developed by a third-party that is made possible by a connection between the Web Application and a third-party's website;
Users: Customer and/or Customer's Employee who uses the Web Application;
vPlan Agreement: the agreement concluded between vPlan and the Customer with regard to the vPlan Services, Consultancy Services and any Additional Orders, including these vPlan Terms and Conditions;
vPlan AI: any (additional) feature or functionality (whether or not in a specific add-on), based on or using (generative) artificial intelligence, machine learning or similar technologies ("AI") offered by vPlan to the Customer, with or without the assistance of suppliers;
vPlan Service(s): the services to be provided by vPlan, as further described in the vPlan Agreement, including vPlan AI if applicable;
vPlan Terms of Use: these vPlan Terms of Use;
vPlan: Most Wanted Software B.V., also trading under the name vPlan, which acts as a service provider under the vPlan Agreement;
Web Application: the software (including, as applicable, vPlan AI) as described in the vPlan Agreement, to which vPlan grants the Customer access via the vPlan Services for use in accordance with the provisions of the vPlan Agreement;
Website: the vPlan website.

Article 2. General

2.1. The vPlan Terms of Use apply to all vPlan Agreements.

2.2. Provisions that deviate from the vPlan Terms of Use are only binding if they have been agreed in writing and only apply to the case in question.

2.3. The applicability of any general terms and conditions used by the Customer is hereby expressly rejected.

2.4. In the vPlan Terms of Use, "in writing" is also understood to mean: (i) in the case of messages from the Customer, by email, but not messages sent within the Web Application, and (ii) in the case of messages from vPlan, by email and messages made available or sent within the Web Application.

2.5. If, in any given case, vPlan does not require strict compliance with the vPlan Terms of Use, vPlan does not lose the right to require strict compliance in future cases, whether similar or not.

2.6. vPlan reserves the right, at its sole discretion, to amend the vPlan Terms of Use in whole or in part from time to time. vPlan will provide reasonable prior notice via the Web Application, the Website or by other means before the updated vPlan Terms of Use take effect. vPlan may amend or discontinue the vPlan Services in whole or in part.

2.7 The Customer may place an order or Additional Order for vPlan Services in the manner specified by vPlan. Every order or Additional Order is subject to acceptance by vPlan. vPlan may accept or refuse an order or Additional Order at its own discretion. The vPlan Agreement shall take effect on the date on which vPlan sends the Customer a confirmation of the order or Additional Order (the "Commencement Date").

2.8. All delivery times are determined by vPlan to the best of its knowledge and will be observed by it as far as possible. To the fullest extent permitted by applicable law for parties to determine this in the vPlan Terms of Use, the Customer is not entitled to compensation, reimbursement or a discount as a result of late delivery.

2.9. The Customer accepts responsibility for choosing the vPlan Service to achieve its intended results and acknowledges that the vPlan Service has not been developed to meet the individual requirements of the Customer.

2.10. The vPlan Terms of Use are available in several languages. If there is a difference of opinion about the content or meaning of these terms, the Dutch text will be binding.

Article 3. Right of use

3.1. The vPlan Service is offered to the Customer for automation purposes within the Customer's enterprise through the tools offered by vPlan, including the Web Application. The Customer determines how the Customer uses the tools and for what specific purposes. Any right of use with regard to vPlan AI is also subject to the provisions of Article 14 below.

3.2. In order to use vPlan Services, the Customer must first register on the Web Application. Once the Customer has completed their registration, the Customer can directly log in to its account and use the vPlan Service.

3.3. The Customer may not modify vPlan or create derivative works from vPlan, re-license or sub-license it, or use vPlan for third-party training, commercial (part-time) use, rental or use by a service bureau. The Customer may not reverse engineer, decompile, translate, modify, adapt or hack vPlan, or otherwise attempt to gain unauthorised access to vPlan, the associated systems or networks, or to discover the source code or underlying components of vPlan’s models, algorithms and systems.

3.4. The Customer is not permitted to transfer its rights and obligations arising from these terms and conditions to third parties. The Customer may not sell and/or rent vPlan to other parties without the prior written consent of vPlan. vPlan is entitled, after prior notification to the Customer and without the latter's consent, to transfer all rights and obligations under the vPlan Agreement to third parties. If the consent or cooperation of the Customer is required for such transfer, this is granted in advance and the Customer undertakes to provide all further necessary cooperation.

3.5. The Customer must protect access to its account from unauthorised persons by means of a username and password. In particular, the Customer must keep the password strictly confidential. vPlan may assume that everything that happens from the Customer's account after logging in with its username and password.

3.6. Insofar as this does not conflict with any mandatory provisions, vPlan may make adjustments to the Web Application at its own discretion. vPlan will inform the Customer in a timely manner of any updates and/or upgrades insofar as these are relevant to the use of the Web Application.

3.7. Feedback and metadata from Users may be freely used by vPlan for development and improvement, provided that no personal data is included.

3.8. vPlan may offer experimental features as Beta products. These are provided "as is", without warranty, and their use is entirely at the Customer's risk. The Beta products and services are experimental and do not imply any obligation on the part of vPlan to further develop, produce, support, repair or offer for sale those Beta products and services. Under no circumstances shall vPlan or its suppliers be liable for any damage resulting from the use or inability to use the Beta products and services.

Article 4. Prices and payment

4.1. All prices and rates charged by vPlan are exclusive of VAT and exclusive of any taxes, levies and surcharges of any kind that are or may be imposed in the future by the government or any other competent authority.

4.2. From the Commencement Date, the Customer shall owe vPlan a fee for the vPlan Services, regardless of whether the Customer actually uses these services. This is separate from any applicable fees for Consultancy Services, which will be invoiced separately. Additional Orders placed by the Customer during the term of the vPlan Agreement will be invoiced pro rata from the moment of actual confirmation and processing of the Additional Order.

4.3. vPlan may unilaterally adjust the agreed prices and rates at any time. The adjustment of prices and rates will be announced in a timely manner. Only if that rate change leads to higher rates, that increase is higher than indexation based on the DPI + 5% per annum published by Statistics Netherlands (CBS) on its website (cumulated over the period in which prices have not been increased, where relevant), and the Customer does not agree to the proposed adjustment, the Customer may terminate the vPlan Agreement in writing within 14 (fourteen) calendar days of the announcement of the rate change in accordance with Article 5.2. If the Customer does not terminate the vPlan Agreement in writing within 14 (fourteen) calendar days after notification of the rate change, the Customer will be deemed to have accepted the adjusted rates. vPlan may at all times pass on interim price increases from its suppliers and costs of (runtime) licences from third parties to the Customer.

4.4. Fees for the vPlan Services must be paid in advance, unless otherwise agreed.

4.5. Unless otherwise agreed, the Customer shall pay by direct debit and shall provide vPlan with the appropriate authorisation. The Customer must have a bank account with an (international) bank registered with the local central bank. Direct debits will be made monthly or annually. If direct debit is not possible, the invoiced amount must be paid within 10 days of the invoice date.

4.6. vPlan may (at its discretion) offer the Customer a choice of different payment methods (e.g. credit card, SEPA Direct Debit or iDEAL). Some payment methods are facilitated by third parties (e.g. credit card companies). The Customer acknowledges and agrees that where vPlan uses the services of a third-party to offer a payment method, the terms and conditions of that third-party may apply to the Customer in connection with their use of that payment method. The Customer is advised to carefully read and agree to those additional terms and conditions of vPlan and/or a third-party before using a particular payment method. The Customer can consult the additional terms and conditions of third parties here.

4.7. The Customer shall provide vPlan with all information and cooperation, including their full name, current address and payment details, and shall immediately notify vPlan of any changes to those details via the Web Application.

4.8. If the Customer fails to pay fees when they are due, or revokes the direct debit authorisation without valid reason, or if the payment cannot be executed for reasons not attributable to vPlan, vPlan will notify the Customer thereof, whereby vPlan reserves the right to restrict the functionality of the Web Application or to block the Customer's access to the Web Application without any liability towards the Customer. At the Customer's request, vPlan may lift this restriction or blocked access to the Web Application once outstanding amounts, plus any additional compensation in accordance with Article 4.10, have been paid in full.

4.9. If the Customer fails to fulfil its payment obligations under this Article 4 or fails to do so on time, it will be in default without further notice of default, and the Customer will owe interest of 1.5% per month (or part of a month).

4.10. The Customer is liable for all costs, expenses and (financial) damage, including but not limited to legal fees and collection costs, incurred by vPlan as a result of the Customer's failure to fulfil its payment obligations. The (collection) costs incurred by vPlan are set at a minimum of 15% of the principal amount of the claim.

4.11. vPlan is entitled to demand immediate advance payment from the Customer until the end of the intended term of the vPlan Agreement. This total compensation is immediately due and payable.

Article 5. Term and termination of the agreement

5.1. The vPlan Agreement commences on the Commencement Date (see Article 2.7) and is entered into for a period of one (1) month, unless vPlan and the Customer have expressly agreed otherwise. After the expiry of the first (or extended) term ("Extension Date"), the vPlan Agreement will be tacitly renewed for a consecutive period of: (i) one (1) month if the vPlan Agreement has an initial term of one (1) month and (ii) one (1) year if the vPlan Agreement has an initial term of more than one (1) month.

5.2. The vPlan Agreement may be terminated by the parties as stipulated in the vPlan Agreement and via the Web Application, subject to a notice period of at least one (1) month prior to the Extension Date.

5.3. Without prejudice to its other rights and defences, vPlan may, without liability, suspend its obligations under the vPlan Agreement and/or block the Customer's access to the vPlan Services with immediate effect if the Customer fails to (properly) fulfil its obligations under the vPlan Agreement.

5.4. vPlan may terminate the vPlan Agreement in whole or in part at any time with immediate effect and without judicial intervention by means of (electronic) notification to the Customer, without further liability, if the Customer: a) fails to fulfil one of its obligations under the vPlan Agreement (properly) and, after written notification by vPlan, does not remedy this negligence or non-compliance within a reasonable period of time after that notification; or b) files for bankruptcy or bankruptcy is filed against it, which application is not withdrawn within 30 days, a receiver is appointed, informs vPlan that it is no longer able to meet its payment obligations or when vPlan must conclude from the circumstances that the Customer is no longer able to meet its payment obligations, is dissolved, is granted a moratorium, is liquidated or ceases its activities as a going concern.

5.5. The termination of the vPlan Agreement does not release the Customer from any existing obligations to pay fees or other amounts owed to vPlan, nor does it entitle the Customer to any refund of fees or other amounts paid under this Agreement. vPlan is in no way obliged to pay compensation as a result of termination.

5.6. Up to three (3) months after the termination of the vPlan Agreement, the Customer may request vPlan to reactivate the vPlan Agreement. vPlan is not obliged to comply with such request, and any reactivation will only take effect once vPlan has received payment of the reactivation fee. After reactivation, the Customer will once again have access to its Customer Data as stored in the Web Application prior to termination by the Customer, if and when that Customer Data is still readily available to vPlan and can be provided to the Customer. The Customer hereby gives vPlan permission to (i) store Customer Data for a period of twelve (12) months after the termination of the vPlan Agreement, and (ii) destroy Customer Data after the expiry of that period of three (3) months, at the latest twelve (12) months after the termination of the vPlan Agreement. vPlan may, but is not obliged to, grant a "viewing licence" at the Customer's request for a limited period and subject to further (financial) conditions to be determined by vPlan.

5.7. Upon request and at an additional cost, vPlan may provide the Customer with a copy of the stored data. At the Customer's request, vPlan will provide information about the possibilities and costs involved.

5.8. If the Customer takes out an annual subscription to vPlan, the following deviations apply: a) unless expressly stated otherwise, any reference to 'per month' or 'monthly' means 'per year' or 'annually'; b) in deviation from Articles 5.1 and 5.2 of the vPlan Terms and Conditions, the vPlan Agreement: (i) entered into for a period of more than one (1) month; (ii) tacitly renewed for successive periods of one (1) year each; (iii) terminated via the vPlan Service at the end of a current period, subject to a notice period of one (1) month; c) in deviation from Article 4.3 of the vPlan Terms and Conditions, the Customer is entitled, after any adjustment of the fee, to terminate the vPlan Agreement via the vPlan Service as of the date on which the change takes effect.

Article 6. Rules of use

6.1. The Customer guarantees that Users will use the Web Application in accordance with the vPlan Agreement, the vPlan Terms of Use and the applicable laws and regulations, and that they will not use the vPlan Services for any action(s) and/or behaviour that exposes vPlan to negative publicity. The Customer is ultimately responsible for all information that Users add or change in the Web Application.

6.2. The Customer is not permitted to: a) use or attempt to use the vPlan Service for any illegal or unlawful purpose or in violation of intellectual property rights belonging to third parties; b) use or attempt to use the vPlan Service in a manner that disrupts the provision of the vPlan Service to third parties; c) access (or attempt to access) any part of the vPlan Service to which the Customer is not authorised; d) access (or attempt to access) any part of the vPlan Service by automated means (e.g. via a "scrape", "crawl" or "spider"); e) have access to any virus, Trojan horse, worm or any other infected electronic devices, or store, distribute, upload or transmit them; f) use any form of automated integration other than automated integration via the APIs (application programming interface) provided by vPlan; g) reverse engineer, decompile, copy, distribute, disseminate, sublicense, modify, translate, scan, adapt or in any other way alter and/or reproduce software or other code or script that is part of or accessible via the vPlan Service or Website; and/or h) directly or indirectly disrupt (or attempt to disrupt) the functioning of the infrastructure of vPlan or third parties or any part thereof or connections between them.

6.3. Without prejudice to the foregoing, the Customer must refrain from using the vPlan Services to distribute spam or facilitate spam (including but not limited to keeping SMTP relays and/or proxies open, keeping proxies open, hosting or enabling the hosting of websites that advertise via unsolicited messages, and providing DNS services for such websites). The Customer bears the burden of proof to demonstrate that the addressee had given prior consent in the event of large quantities of communications sent by or on behalf of the Customer. The Customer is liable for damage caused by the distribution of spam. Damage includes, among other things: compensation for the time spent by vPlan removing IP addresses of vPlan and other vPlan customers that have been added to the blacklists of spam filters as a result of the spam, as well as the costs associated with handling complaints about the spam distributed by the Customer.

6.4. vPlan provides the vPlan Services on the basis of its fair use policy. This means that, in principle, vPlan does not impose any restrictions on the nature and extent of the Customer's use of the vPlan Services, other than those referred to in these terms and conditions. vPlan offers the vPlan Services for a quantity of information stored by it and the volume of data transport it realises, as can be expected on average in a small or medium-sized enterprise. vPlan reserves the right to take measures in the event of excessive use, i.e. use that significantly exceeds the average use of a Customer. The Customer must immediately take measures to end the aforementioned excessive load after the first notification by vPlan. vPlan has the right to suspend the vPlan Services in the event of (suspected) permanent excessive load. vPlan may charge the Customer for the costs associated with this excessive load at the prices and rates applicable at that time. Excessive load also means: excessive use of processing, memory, network, disk and storage capacity, as well as excessive use of support services and management services.

6.5. If the Customer and vPlan have agreed in the vPlan Agreement on a restriction regarding the number and size of transactions registered by the Customer, mutations or (financial) entries, whether or not for a specific period, vPlan may, in the event that this number is exceeded, charge the Customer for the costs of the exceeded numbers at the agreed rate per exceeded quantity and/or size. The Customer hereby agrees that vPlan may access Customer data in order to report the number and size of transactions, changes and (financial) data recorded by the Customer, solely for the purpose of determining whether the quantity and/or size agreed by the parties has been exceeded. The documents of vPlan shall constitute conclusive evidence in this regard, unless there is evidence to the contrary. If the Customer discovers at any time that it can access the network layers of vPlan, it must report this to vPlan immediately.

6.6. The Customer is responsible for the functioning of its hardware and software, configuration, peripheral equipment and internet connections required for the use of the vPlan Services. The Customer guarantees that the equipment and software used by it for the vPlan Services meets the System Requirements. The Customer is responsible for taking the necessary measures to protect its equipment, software, login details and telecommunications and internet connections against viruses, computer crime and unlawful use by third parties.

6.7. In the event that vPlan, at its own discretion, believes that the uninterrupted operation of vPlan's infrastructure and/or the provision of services to vPlan's Customers is at risk due to, for example, but not limited to, virus infections, denial of service attacks, port scans, hacking, spam from or on behalf of the Customer, or otherwise, vPlan may issue instructions that must be followed immediately by the Customer, and vPlan shall be entitled to suspend the services in whole or in part for as long as the relevant danger exists. If the Customer does not follow the instructions immediately, the Customer shall be in default without notice of default being required.

6.8. For any (suspected) misuse or other improper use of the Web Application or other violation of the provisions of the vPlan Agreement, vPlan may, at its own discretion and with immediate effect: a) demand that the Customer temporarily or permanently remove all offensive data from equipment, systems and/or (in the case of hosting) from the Customer's servers; and/or b) temporarily or permanently restrict or block the Customer's access to the Web Application or use of the Web Application; c) cease or suspend its services in whole or in part; d) terminate the vPlan Agreement; all this without prejudice to the Customer's obligation to pay the remaining fees and without vPlan being obliged to pay the Customer any damages or other compensation.

Article 7. Availability and maintenance

7.1. vPlan will endeavour to make the vPlan Service available, but does not guarantee uninterrupted availability. The application of any service level agreement must be expressly agreed.

7.2. Notwithstanding Article 7.1, vPlan may, without prior notice, (temporarily) block or disable access to the Web Application or restrict its use to the extent that this is reasonably necessary from time to time: a) to carry out preventive or regular maintenance or upgrade work; b) in the event of a (suspected) security breach; and/or c) in the event of another emergency; all this without the Customer having the right to claim compensation from vPlan. vPlan will endeavour to keep these measures to a minimum and, insofar as commercially feasible, to inform the Customer in good time.

Article 8. Support

8.1. For the duration of the vPlan Agreement, the Customer is entitled to support for the use and functionality of the vPlan Service. Only a User may request support, which includes the right to consult documentation and submit questions via the Website or by email. The Customer agrees that, in the context of providing support, vPlan is entitled to view the Customer's data.

8.2. Support does not include: a) services relating to system configurations, hardware and networks; b) structural work such as defining import definitions and links with third-party software; c) on-site support; d) expanding the functionality of the Web Application at the Customer's request; e) converting files and/or importing backup files; f) services relating to external databases from manufacturers other than vPlan; g) configuration, training or other services not expressly described in the vPlan Agreement; h) support for operating and other software from manufacturers other than vPlan, including third-party software that can be started from the Web Application or third-party connections to third-party websites; i) file repairs, where the cause cannot be attributed to the vPlan Service; j) the provision of newly available products; k) support for the internet connection; l) support in an environment that is not supported according to the System Requirements.

8.3. The Customer may request vPlan to perform work in connection with the subjects referred to in 8.2 a) to l), for example by means of Consultancy Services as referred to in Article 9. All work performed by vPlan will be charged at the prices applicable at vPlan at that time.

Article 9. Consultancy Services

9.1. The Customer may request Consultancy Services from vPlan. In consultation with the Customer, vPlan will schedule the delivery of the Consultancy Services, taking into account, as far as reasonably possible, the schedule desired by the Customer. vPlan will make commercially reasonable efforts to perform the Consultancy Services in accordance with the agreed schedule.

9.2. The Customer may cancel an order for Consultancy Services up to 3 (three) working days before the agreed start date of the Consultancy Services, or request vPlan to set a new start date. If the Customer cancels or postpones the Consultancy Services after this date, vPlan shall be entitled to charge the Customer for the planned Consultancy Services.

9.3. Consultancy Services are performed on working days from 8:30 a.m. to 5:30 p.m. and are charged to the Customer in advance, unless otherwise agreed.

9.4. If, at the start of the Consultancy Services, the Customer's computer systems do not meet the System Requirements, vPlan is entitled (at its own discretion) to charge the Customer for unused working days as a result and/or to charge costs incurred by vPlan to bring the Customer's computer system into compliance with the System Requirements.

9.5. The Customer is responsible for a safe working environment and healthy working conditions if Consultancy Services are performed on the Customer's premises. The Customer indemnifies vPlan against all claims from vPlan employees and/or third parties as a result of a failure to do so.

Article 10. Customer data

10.1. The Customer remains the owner of Customer Data at all times and is solely responsible and liable for the content and accuracy of Customer Data. The Customer's compliance with all applicable laws and regulations relating to the production, storage and disposal of (computer-generated) data in any jurisdiction where the Customer uses the Web Application or sends Customer Data through the Web Application is the sole responsibility of the Customer. vPlan is not subject to any statutory retention period for the data entered by the Customer within the Web Application.

10.2. vPlan guarantees that Customer data is protected against loss, damage or destruction, insofar as this is commercially and reasonably feasible; however, vPlan cannot guarantee that no loss, damage or destruction of data will occur. vPlan continuously makes backups of Customer data, solely for the purpose of data recovery. vPlan cannot provide this backup directly to the Customer.

Article 11. Personal data and privacy

11.1. The Customer agrees that the Privacy Policy as published on our Website ( applies to the processing of Customer’s personal data by vPlan, if applicable. The Customer hereby expressly agrees to the Privacy Policy. vPlan has the right to amend the Privacy Policy from time to time and vPlan will communicate any changes. It is the Customer's responsibility to review the Privacy Policy and familiarise themselves with any changes. Continued use by the Customer of the vPlan Service(s) after such changes shall constitute acceptance by the Customer of the revised Privacy Policy.

11.2. With regard to data entered by the Customer via the Web Application, the Customer shall: a) guarantee that it will process, store and use its personal data in accordance with all applicable laws, regulations and codes of conduct; b) comply with all its obligations as the controller and/or processor of that data under applicable data protection and privacy legislation, including but not limited to ensuring that all necessary information is provided to all data subjects whose data was included in the data entered with regard to the proposed use and disclosure of their data as a result of the Customer's use of the vPlan Service; c) guarantee that it has obtained all necessary consents and authorisations required to process and store its personal data via the Web Application, and vPlan is not responsible or liable to the Customer for obtaining any necessary consents or authorisations on its behalf; and d) handle all requests from data subjects and/or other regulatory authorities regarding Customer data.

11.3. The Customer shall indemnify vPlan against any claim and any demand from third parties, however named and on whatever grounds, including but not limited to claims for payment of damages, costs and fines, relating to the processing and/or storage and/or use of personal data within the framework of the vPlan Agreement.

11.4. vPlan shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of data entered by the Customer via the Web Application and against accidental loss, destruction or damage.

11.5. Except as expressly provided otherwise in the vPlan Agreement or in the Privacy Policy, and/or as may be reasonably necessary to enable vPlan to fulfil its obligations under the vPlan Agreement, vPlan will not access any data that the Customer has placed with vPlan via the Web Application, and it will not make any data available to third parties, unless vPlan is required to do so by law, court order or by a government authority. vPlan has the right to access, aggregate and use non-personally identifiable Customer data; this data will in no way identify the Customer or any other person. vPlan may use this data to: a) help vPlan better understand how its customers use the vPlan Services; b) provide its customers with more information regarding the use and benefits of the vPlan Services; and c) otherwise improve the vPlan Services.

Article 12. Confidentiality

12.1. Neither party shall disclose or use Confidential Information received from the other party for any purpose other than that for which the Confidential Information was disclosed and/or as may be reasonably necessary to enable that party to fulfil its obligations and exercise its rights. This also means that vPlan may disclose Confidential Information from the Customer to the Customer's directors, employees, agents, subcontractors and advisers.

12.2. Both parties shall take all reasonable measures to comply with their confidentiality obligations and shall ensure that their Employees and engaged third parties comply with these obligations.

12.3. The confidentiality obligations in this article do not apply insofar as the Confidential Information: a) was already lawfully in the possession of the receiving party before it was obtained from the disclosing party; b) was developed independently by the receiving party without using information or data from the disclosing party; c) is or will become generally known or accessible, other than through an act or omission of the receiving party; d) is disclosed to the receiving party by a third-party without breaching any confidentiality obligation towards the disclosing party; or e) must be disclosed pursuant to a law, regulation or court order or by decision of a government authority, provided that the receiving party makes every effort to limit the scope of such mandatory disclosure.

Article 13. Intellectual property

13.1 All (registered or unregistered) copyrights, patent rights, trade name rights, trademark rights, database rights, design rights, rights relating to confidential information and trade secrets, and other intellectual and industrial property rights, whether registered or unregistered, and all similar rights protecting (information relating to) the Website, Web Application, are the exclusive property of vPlan or its licensor(s). None of the provisions included in the vPlan Agreement or the vPlan Terms of Use can be interpreted as leading to a (partial) transfer of those rights to the Customer.

13.2. The Customer is not permitted to modify, remove or render unrecognisable any part of vPlan's intellectual property rights. The Customer may not use or register any trademark, design, logo or domain name of vPlan or any corresponding name or sign, in any jurisdiction, anywhere in the world. Any use of vPlan's trademarks and other intellectual property and all goodwill arising from such use shall accrue to vPlan.

13.3. vPlan shall defend the Customer against any legal proceedings brought against the Customer, insofar as these are based on a claim that the Web Application - used in accordance with the vPlan Agreement and the vPlan Terms of Use - infringes a patent, copyright, or trade secret of a third-party that is valid and enforceable in the jurisdiction applicable to the vPlan Agreement concluded between vPlan and the Customer. vPlan indemnifies the Customer against all liability definitively awarded by a court for costs or damages resulting from such a claim or arising from the settlement thereof, provided that the Customer: a) immediately notifies vPlan in writing of such a legal action (and all prior claims in connection with this legal action) when it becomes known to it; b) the legal action concerns the rights of a third-party in a country that is party to the Berne Convention; c) cooperates fully with vPlan in every reasonable way at vPlan's expense to enable the defence against and settlement of such legal proceedings; d) allows vPlan to defend and negotiate the claim in question at its own discretion.

13.4. If the Customer is subject to a court injunction prohibiting the use of the Web Application due to an infringing act as referred to in Article 13.3 or, in the opinion of vPlan, there is a possibility that the Web Application will be the subject of a successful claim for infringement, vPlan shall be entitled, at its own discretion and at its own expense, to: a) obtain the right for the Customer to continue to use the Web Application as specified in the vPlan Terms of Use; b) replace or modify the Web Application so that it no longer infringes, provided that its functionality remains essentially unchanged; or, if the above options (a) and (b) are not reasonably feasible – in vPlan's opinion – c) terminate the vPlan Agreement, as well as the rights granted in the vPlan Agreement with regard to the infringing Web Application.

13.5. Without prejudice to the provisions of Article 13.3, vPlan shall not be liable to the Customer insofar as a claim is based on: a) use of the Web Application in conjunction with data, equipment or software not supplied by vPlan, whereby the Web Application itself would not infringe or otherwise be the subject of the claim; b) incorrect or unauthorised use of the Web Application; c) use of the Web Application by or on behalf of the Customer in violation of the vPlan Agreement, the vPlan Terms of Use; d) a modification of the Web Application made by a person or legal entity other than vPlan; or e) vPlan's compliance with explicit instructions from the Customer. The Customer shall indemnify, defend and hold vPlan harmless against any as described in paragraphs a) to e) of Article 13.5 claims brought directly against vPlan.

13.6. The Customer accepts that vPlan's full and exclusive liability for infringement of patents, copyrights, trademarks or other intellectual property rights is as set out in Articles 13 and 16. vPlan has the right to take and maintain technical measures to protect the Website and Web Application (and the intellectual property rights thereto). The Customer may not circumvent or remove such technical measures.

13.7. If the Customer uses the vPlan Service, the Customer grants vPlan the right to use the Customer's logo and name for commercial purposes.

Article 14. vPlan AI

14.1. With regard to vPlan AI, the Customer expressly agrees to the use as subcontractor and/or sub-processor (where relevant) by vPlan of the suppliers, as communicated by vPlan to the Customer from time to time (in any manner whatsoever).

14.2. vPlan will make reasonable efforts to make the agreed vPlan AI available to the Customer. vPlan grants a non-exclusive, revocable, non-transferable, limited right to access and use vPlan AI in accordance with these vPlan Terms and Conditions in general and this Article 14 in particular. Even if vPlan makes vPlan AI available to the Customer without this having been explicitly agreed, the provisions of this Article 14 apply with regard to vPlan AI.

14.3. The Customer is solely responsible for the management, including control of the settings, and use of vPlan AI and the manner in which the results of vPlan AI are used. The Customer is also solely responsible for the instruction to, and use by, Users.

14.4. The Customer understands, accepts and agrees that Output may be incorrect, incomplete and/or inaccurate. The Customer is solely responsible for the use and application of Output, including assessing Output for correctness, completeness, accuracy and suitability, and (providing) human intervention. The Customer understands, accepts and agrees that, partly due to the nature of vPlan AI and artificial intelligence in general, Output may not be unique and third parties may obtain similar output.

14.5. The Customer is obliged to ensure, and guarantees to vPlan, that the Customer and its Employees:

(i) do not mislead anyone by suggesting that Output has been generated by humans;

(ii) do not use vPlan AI to generate Input or Output that:

(A) is unlawful or harmful (e.g. to vPlan);
(B) violates any law and/or regulation;
(C) violates the Agreement, these vPlan Terms and Conditions or any policy of vPlan or AI suppliers, including but not limited to the privacy policy and sharing and publication policy of OpenAI, LLC; and/or
(D) infringes any right of vPlan or any third-party;

(iii) be entitled to use (or have used) the Input (by Employees) for vPlan AI; and

(iv) not use access to vPlan AI to develop competing products or services, including foundation models or other large-scale models.

14.6. vPlan may charge additional fees for the use of vPlan AI. These fees will be communicated to the Customer by vPlan.

14.7. Input and Output are considered Customer Data. The use of vPlan AI by the Customer and Employees does not grant vPlan any right or licence to use or share Customer Data in a manner that is not in accordance with these vPlan Terms and Conditions, unless otherwise agreed. To the extent permitted by law, the Customer grants vPlan a non-exlusive, worldwide, perpetual, royaltee free license in respect of the Input made available by the Customer and the Output to deliver, maintain, improve and secure vPlan AI. This license includes the right to use anonymized and aggregated data for analytical and improvement purposes. vPlan will not use the license to trains the machine learning models that are used in the delivery of vPlan AI.

14.8. vPlan does not claim ownership of the Output generated by the use of vPlan AI, unless explicitly agreed otherwise in writing. The Customer only acquires a limited, non-exclusive, non-transferable right to use the Output internally, and indemnifies vPlan against claims from third parties who claim to have rights to the Input or Output.

14.9. vPlan reserves the right, without the Customer's prior consent, to modify, interrupt or terminate vPlan AI in whole or in part if, in vPlan's opinion, this is necessary to comply with applicable laws and regulations, safety standards, technical limitations or commercial considerations.

Article 15. Software Components and Third-Party Services

15.1. The Customer acknowledges that the Web Application may contain Third-Party Components and that, in connection with the Customer's use of those Third-Party Components, the additional terms and conditions applicable to the Customer's use of the Web Application, which can be consulted here: sub-processors, will apply, and that it has read and understood these terms and conditions. These terms and conditions may be amended from time to time and it is the Customer's responsibility to familiarise themselves with any changes on a regular basis. The Customer's continued use of the Web Application and such Third-Party Components after such changes shall constitute the Customer's acceptance of the revised terms and conditions, subject to any provisions to the contrary in these vPlan Terms and Conditions.

15.2. Any Third-Party Components embedded in the Web Application or sublicensed to the Customer are licensed to the Customer by vPlan in their current state ("as is"). With the exception of guarantees expressly and directly given to the Customer by the third-party licensor in accordance with the (possible) terms and conditions of that third-party, vPlan does not provide any other guarantee with regard to those Third-Party Components, and vPlan accepts no liability for any damage whatsoever resulting from the Customer's use of these Third-Party Components.

Article 16. Liability

16.1. vPlan's total liability for damage resulting from death or physical injury shall in no event exceed EUR 100,000 (one hundred thousand euros) per event.

16.2. With due observance of Article 16.1, vPlan's total liability for attributable failure to perform the vPlan Agreement or on any other legal basis, including any failure to comply with a warranty obligation agreed with the Customer, expressly limited to compensation for direct damage up to an amount of 50% of all invoiced amounts in the six (6) months prior to the event causing the damage. However, vPlan's total liability for direct damage, on any legal basis whatsoever, shall never exceed EUR 5,000 (five thousand euros). In all cases, a series of related events shall be regarded as a single event with regard to these limitations.

16.3. With due observance of Article 16.1, vPlan shall never be liable for: lost profits, lost savings, lost goodwill, damage due to business interruption, damage resulting from claims by the Customer's customers, mutilation or loss of (the use of) data, costs of reproduction of damage, corruption or loss of data, damage related to the use of items, materials or third-party software prescribed by the Customer to vPlan, damage related to the engagement of suppliers prescribed by the Customer to vPlan, or any other form of indirect, incidental or consequential damage, regardless of the nature of the act (breach of contract, tort or otherwise), even if vPlan has been informed of the possibility of such damage occurring or was aware of the possibility of such damage occurring.

16.4. vPlan shall never be liable for any damage of any kind suffered by the Customer: a) related to the temporary unavailability, incorrect availability or incomplete availability of the vPlan Service; b) related to the (non-)functioning of software of the Customer or third parties (including Third-Party Components and Third-Party Services), of the Customer's equipment, vPlan or third parties, or the internet connections of the Customer, vPlan or third parties; and/or c) in connection with the incorrect, incomplete or untimely sending or receiving of Customer data or other data placed with vPlan via the Web Application. The Customer acknowledges and accepts that the Web Application can never be perfect or 100% free of imperfections and that not all imperfections can or will be repaired.

16.5. Except as provided in Article 13, it is not the intention that clients, potential clients, employees, representatives, agents and (sub)contractors of the Customer be regarded as third-party beneficiaries under this vPlan Agreement and that they become parties to the vPlan Agreement; to the extent necessary, the parties agree that Article 6:254(1) of the Dutch Civil Code does not apply. The Customer agrees to fully indemnify vPlan, its employees, representatives and/or (sub)contractors and agents engaged for the fulfilment of vPlan's obligations against any claims from third parties.

16.6. In all cases, vPlan's liability shall only arise after the Customer has immediately and properly given vPlan written notice of default, whereby the Customer must give vPlan a reasonable period of time (at least 30 days) to remedy the attributable non-performance, and performance has not taken place within that period. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that vPlan is able to respond adequately.

16.7. In the event that vPlan fails to fulfil its obligations, any rights of the Customer to compensation shall lapse if the Customer fails to take measures to: a) limit the damage immediately after it has occurred; b) prevent (other or additional) damage from occurring; or c) inform vPlan of the damage as soon as reasonably possible and provide it with all relevant information.

16.8. The provisions of this article, as well as all other limitations of liability of vPlan, also apply in favour of all (legal) persons that vPlan uses in the performance of the vPlan Agreement.

16.9. The Customer acknowledges that the information made available by or on behalf of vPlan via the Web Application and/or the Website is provided without guarantees and without the Customer or third parties being able to derive any rights from it.

16.10. vPlan does not provide any guarantees, commitments or conditions with regard to the vPlan Services other than those expressly included in the vPlan Agreement. vPlan hereby disclaims all other warranties, representations or conditions, whether express, implied or statutory (including, but not limited to, warranties or conditions regarding merchantability, fitness for a particular purpose, non-infringement of other rights) with respect to the vPlan Services.

Article 17. Force majeure

17.1. Force majeure ("non-attributable non-performance") is understood in the vPlan Terms of Use to mean: any circumstance not attributable to vPlan in a subjective sense that makes it impossible or practically too difficult for vPlan to fulfil or continue to fulfil its obligations or part thereof.

17.2. In the event of force majeure, vPlan is entitled to suspend the fulfilment of its obligations or part thereof, and the Customer cannot claim fulfilment or compensation. If the period of force majeure lasts longer than three (3) months, each of the parties is entitled to terminate the vPlan Agreement in whole or in part without being liable for compensation, on the understanding that vPlan is always entitled to a proportionate part of the compensation if it has partially fulfilled its obligations before or after the occurrence of the force majeure.

Article 18. Miscellaneous

18.1. vPlan may sublicense, transfer, renew, assign, outsource or subcontract its rights and/or obligations under the vPlan Agreement.

18.2. If any provision of the vPlan Agreement or these vPlan Terms of Use is wholly or partially invalid, void or contrary to the law, the vPlan Agreement or the vPlan Terms of Use shall remain in full force and effect and that provision shall be interpreted in a manner that most closely reflects the intention of the parties.

18.3. Any delay or failure by vPlan to enforce any right against the Customer under the vPlan Agreement or the vPlan Terms and Conditions shall not constitute a waiver of that right.

18.4. The vPlan Agreement constitutes the entire agreement between the parties and supersedes all previous and/or simultaneous written and oral negotiations, agreements and understandings between the parties relating to its subject matter, including specifically any advertising or sales material from vPlan.

18.5. Any communication between vPlan and the Customer may take place electronically. The version of the communication in question as stored by vPlan shall be considered proof thereof, unless the Customer proves otherwise. Electronic communication shall be deemed to have been received on the day of dispatch, unless the recipient proves otherwise. If the communication has not been received due to delivery and/or accessibility problems, this is at the risk of the Customer, even if the e-mail box is hosted by a third-party.

18.6. In addition to the provisions of Articles 2.6 and 4.3, the vPlan Agreement can only be amended by means of an explicit agreement between the Customer and vPlan.

Article 19. Applicable law and disputes

19.1. The legal relationship between the parties is exclusively governed by Dutch law. The Vienna Sales Convention is excluded.

19.2. Unless otherwise prescribed by mandatory law, all disputes relating to the vPlan Agreement and/or the vPlan Terms of Use will in the first instance be settled exclusively by the District Court of Overijssel, location Almelo, without prejudice to vPlan's right to submit a dispute as referred to here to any other competent court.

19.3. The costs associated with legal proceedings, including but not limited to the actual costs incurred by vPlan for lawyers, bailiffs and translators, shall be borne in full by the Customer if the Customer is found to be wholly or predominantly in the wrong.