These General Terms and Conditions (capitalized terms have the meaning as set out in article 1) form part of the agreements between the Customer and Zympler regarding the use of the Services. These General Terms and Conditions may also form part of the agreements between a Partner and Zympler, if and to the extent determined in a separate Partner Agreement between Zympler and the relevant Partner. 

All Zympler terms and conditions can be found at https://zympler.com/terms. The Zympler privacy statement can be read at https://zympler.com/privacy.

I. General Provisions

1. DEFINITIONS AND INTERPRETATION
   
   1. In these General Terms and Conditions, the terms below have the meanings set out below: 

Offer the offer for the Subscription that has been accepted unchanged by the Customer or, where applicable, by a Partner. 

Subscription the subscription under which the Customer and its Users are entitled to use the Services, including all annexes, subsequent amendments, and/or additions thereto. The Offer and these General Terms and Conditions together constitute the Subscription. A Subscription may be established directly between Zympler and the Customer or, where applicable, concluded through the intervention of a Partner, all as specified in the applicable Offer and/or Partner Agreement. When the Subscription is established through the intervention (by way of resale) of a Partner, Zympler has no contractual relationship with the End Customer regarding the Subscription. 

Account the personal account(s) linked to the Customer, which enables Users to access and use the Platform. The Customer is granted access to at least 1 (one) administrator Account to, among other things, monitor data regarding the Subscription, the use of the Platform Service, and the assignment and management of Users. The administrator(s) of the administrator Account is the primary point of contact for Zympler.

General Terms and Conditions these general terms and conditions that apply to the Subscription. 

Asset charging station, Solar PV, stationary battery, HVAC, electricity meters, or any other energy asset that the Parties have recorded in writing in the Subscription and which meet the Requirements Sheets included in the Offer.

Basic Support The support made available to the Customer regarding the use of the Energy Management System.

Customer Support the Zympler customer service department that provides Basic Support. Contact with customer support can be made via email at support@zympler.com. 

Data all data and information processed by or on behalf of the Customer or Users via the Platform. 

Services the specific scope of services that Zympler offers under the Subscription. This includes: the provision of the Platform, the delivery of the Gateway, the execution of the Integration Services, and any other services agreed upon by the Parties. The Services may be delivered directly to the Customer or, where applicable, made available to End Customers via a Partner.
End Customer the legal entity that, within the framework of a partner model, uses (parts of) the Services via a Partner and with whom the Partner (and not Zympler) has a direct contractual relationship. 

Energy Management System the Zympler energy management system designed to monitor, analyze, control, and optimize the energy usage of the Customer's Assets, of which both the Platform and the Gateway are a part. 

Gateway the hardware used to establish the connection with the Assets for the Energy Management System. 

User an employee of the Customer or another person authorized by the Customer's administrator Account to access and use the Platform on behalf of the Customer.

Effective Date the date on which the first Asset is successfully connected to the Platform, either via the Gateway or via an API connection. 

Integration Services the services to be provided by Zympler to integrate the Platform with the Customer's existing data, Assets, and Gateway, including but not limited to: designing and implementing interfaces; configuring the Platform and the Gateway to work with the Customer's Assets; and testing the integration to ensure compatibility and functionality. The Integration Services are recorded in writing in a process overview. 

Customer the organization that has entered into the Subscription, as described in the Proposal. The Customer may be an end customer of Zympler in the direct model or, as is often the case, a Partner in the partner model.

Force Majeure any event or circumstance beyond the reasonable control of a Party that prevents, in whole or in part, the performance by a Party of its obligations under the Subscription, or that makes the performance of such obligations so difficult or costly that such performance would be commercially unreasonable. Without limiting the foregoing, the following situations shall be considered Force Majeure: government action, riots, disturbances, war, strikes, lockouts, delays, prolonged shortages of energy or other supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion, internet outages, telecommunications infrastructure failures, (distributed) denial of service attacks, and power outages.

Party the Customer (including, where applicable, a Partner) or Zympler individually.

Parties the Customer (including, where applicable, a Partner) and Zympler collectively.

Partner the legal entity that has entered into a Partner Agreement with Zympler and is, in that context, entitled to offer (parts of) the Services to End Customers via sublicensing (with regard to the Platform) or subleasing (with regard to the Gateway).

Partner Agreement the separate agreement between Zympler and a Partner in which the terms and conditions are set out under which the Partner may offer (parts of) the Services to End Customers.

Platform the software used for the Energy Management System, which is accessible via current or future (mobile) application(s) or website(s) and underlying pages of Zympler, and which provides Users with access to Zympler's online 'software as a service' (SaaS) solution. Users may be employees of the Customer or, where applicable, (end users of) End Customers of a Partner.

Requirement Sheets the conditions included in the Proposal (whether or not via one or more appendices) that the Assets must at a minimum satisfy. 

Fee the fee that the Customer pays to Zympler for the purchase of the Subscription. A separate Fee applies to each component of the Subscription (the provision of the Platform, the delivery of the Gateway, the performance of the Integration Services, and any other services that the Parties agree upon). The Fee applicable at any given time is the Fee most recently communicated in writing by Zympler to the Customer, subject to the provisions regarding fee changes set out in article 6. 

Confidential Information the Subscription, all Data, all information in the Accounts, and all documentation that is designated as confidential in writing at the time of disclosure, or which the receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of the disclosure.

Zympler Simpl.Energy B.V., with its registered office at (3521 AL) Utrecht, Jaarbeursplein 6, JIM, 2nd Floor, the Netherlands, registered in the trade register of the Chamber of Commerce under number 89660986.

2. In these General Terms and Conditions, the term 'in writing' means: by post, email, clicking an "agree" or similar button, or any other electronic means of communication customary in the industry. 
3. The terms and legal concepts used in these General Terms and Conditions have the meaning assigned to them under Dutch law. 

2. APPLICABILITY
   
   1. These General Terms and Conditions apply to the Customer's Subscription. 
   2. General (purchasing) terms and conditions of the Customer are hereby expressly rejected. 
   3. In the event of any conflict between the content of these General Terms and Conditions and a Proposal, the provisions of the Proposal shall prevail.  
   4. The Customer cannot derive any rights from verbal commitments made by Zympler, unless and to the extent that these have been confirmed in writing by Zympler.
   5. The provisions in these General Terms and Conditions are in addition to the rights to which the Parties are entitled by law. 

3. OFFERS AND FORMATION OF THE SUBSCRIPTION
   
   1. The Subscription is formed once the Customer has accepted the Offer. The Offer and these General Terms and Conditions together constitute the Subscription.
   2. Zympler may refuse a request to provide an Offer or may cancel it at a later stage, for example, if a creditworthiness or risk assessment gives cause to do so. Zympler is not obliged to provide the exact reason for the refusal. 
   3. All data and specifications that form the basis of the Offer should be considered as estimated values only. The Customer is responsible for verifying this data. 
   4. If Zympler performs a financial analysis (feasibility study, advisory report, or business case analysis) for the Customer, this is based on (a) information and data that are publicly available on the date of the study; and (b) the information provided by the Customer. The Customer cannot derive any rights from the results of the financial analysis. 
   5. The Customer acknowledges and agrees that (a) any errors in the information provided to Zympler; or (b) the failure to provide or fully disclose the required information to Zympler may lead to errors in the provided Services (including but not limited to the feasibility study/business case analysis), for which Zympler shall not be liable or responsible. 

4. GENERAL OBLIGATIONS AND EXCLUSIONS OF ZYMPLER 
   
   1. Zympler is responsible for the execution of the Services in accordance with the Subscription and is responsible for the optimization of the Assets in that context. Zympler is not responsible for the actual operation or physical control of the Assets, only for sending setpoints. 
   2. Furthermore, Zympler is not responsible for the use of unsupported hardware. For instance, certain parts of the Services may not work or be available when using unsupported charging points, (stationary) batteries, or other hardware. 
   3. Furthermore, Zympler is not responsible for the operation of the internet, 4G, or LTE connection required to link the Gateway(s) or the Assets to the Platform.

5. GENERAL OBLIGATIONS OF THE CUSTOMER
   
   1.  The Parties acknowledge that the functioning of the Energy Management System depends on proper and timely mutual cooperation. The Customer shall at all times provide all cooperation reasonably requested by Zympler in a timely manner.
   2. The proper functioning of the Energy Management System depends, among other things, on the proper functioning of the Assets. The Customer shall enter into service-level agreements (SLA) with the supplier of the Assets to ensure the proper functioning of the Assets. In this context, the Customer must ensure an uptime guarantee of at least 99.95% (ninety-nine point ninety-five percent) is agreed upon for the operation of the Assets. If the Assets do not meet this uptime requirement and this affects the operation of the Energy Management System, Zympler is not liable for reduced performance of the Services. The Customer is responsible for the management, including checking settings, the use of the Assets, and for the instruction to, and use thereof by, its Users.
   3. The Customer has a duty to inform Zympler the moment the Energy Management System is not functioning properly, so that Zympler, whether or not in conjunction with the supplier of the Assets, can investigate whether the nature of the malfunction of the Energy Management System is attributable to the Energy Management System or the Assets. Any malfunction of the Energy Management System must be reported to Zympler in writing immediately, but no later than 24 (twenty-four) hours after discovery. 
   4. To the extent applicable, the Customer is responsible for obtaining all necessary licenses or approvals for the use of the Assets for the purpose of the Energy Management System.
   5. The Customer is responsible for correctly and timely (no later than 2 (two) weeks prior to installation/removal) notifying Zympler of the addition or removal of Assets. Subsequently, the new rate for the Subscription will be determined according to the current pricing structure.
   6. The Customer is responsible for correctly and timely (no later than 2 (two) weeks prior to the change) notifying Zympler of the addition or removal of significant electrical capacity that changes the consumption or generation profile.

6. FEES
   
   1. The Client shall pay the applicable Fees to Zympler for the Subscription. The applicable Fees can be requested from Customer Support.
   2. Unless otherwise stated, all Fees communicated by Zympler are exclusive of VAT and any other government levies, which shall be borne by the Client.
   3. Zympler may adjust its Fees once a year on January 1st based on the CBS Consumer Price Index, specifically the published Services price index in CPA section 62 (Computer programming, consultancy and related services). 
   4. Zympler reserves the right to change its Fees or applicable costs and to introduce new costs and Fees at the end of the current contract term, subject to 30 (thirty) days' prior written notice to the Client. Zympler is also entitled to increase its Fees in the interim if the costs underlying the Services are substantially higher (more than 4% (four percent)) than when the applicable Fee was set. The increase may be implemented in the month following the month in which the cost increase was reported to the Client in writing. Any prices (and changes thereto) applied by the Partner to its End Customers shall be communicated by the Partner itself to its End Customers.
   5.   Zympler reserves the right to change its Fees or applicable costs effective January 1st of each calendar year. Zympler will inform the Client in writing no later than September 15th prior to the new calendar year regarding any fee changes that will take effect on January 1st. If the Client does not agree with these changes, the Client is entitled to cancel the Subscription in accordance with the regular notice period as stipulated in article 9.2, provided that in such a case, the cancellation must be received by Zympler no later than October 1st to effect termination by December 31st. If cancelled in time, the new Fees will not apply to the Client.
   6. Fees are payable in advance, irrevocable, and non-refundable.

7. PAYMENT TERMS
   
   1. The Client shall pay Zympler's invoices in full and without discount, withholding, set-off, or counterclaim in euros within a period of 14 (fourteen) days. Upon entering into the Subscription, the Client provides Zympler with an authorization for direct debit. If the amount due cannot be collected, Zympler may charge (collection) costs. If the Client uses a payment method other than direct debit, costs may be associated with this. 
   2. The data in the Energy Management System is leading for the preparation of invoices.
   3. Disputing an invoice by the Client does not suspend the fulfillment of its payment obligations. If the Client believes that Zympler has invoiced incorrectly, this must be communicated to Zympler in writing no later than 60 (sixty) days after the initial invoice date. 
   4. The Client is only entitled to set-off if the Client's counterclaims have been legally established, are undisputed, or have been acknowledged by Zympler. 
   5. If the Client fails to meet its payment obligations on time, it shall be in default by operation of law and shall owe interest equal to the statutory interest rate. Interest on the amount due shall be calculated from the date the Client is in default until the moment Zympler has received the full outstanding amount. The foregoing is in addition to, and does not replace, any other rights Zympler may have under the law.
   6. All judicial and extrajudicial costs incurred by Zympler for the enforcement of payment of the amount due by the Client shall be borne by the Client.
   7. If: a) the Client is liquidated; b) the Client's business is seized; c) the Client's business is declared bankrupt; and/or d) the Client is granted a suspension of payments, Zympler's payment claims against the Client shall become immediately due and payable. 
   8. If the Client fails to properly fulfill its payment obligations, or if Zympler has reason to believe for any reason that the Client will not properly fulfill its payment obligations, Zympler may at any time demand sufficient security from the Client, such as a bank guarantee for the proper fulfillment of the Client's payment obligations, and suspend its obligations under the Subscription until such security has been provided. The Client shall provide security to Zympler upon first request. 
   9. Costs for third-party services may be collected by Zympler from the Client if this has been agreed upon with the Client and the third-party supplier.

8. CHANGES AND ADDITIONAL WORK
   
   1. If, at the request of or in agreement with the Client, changes are made or additional services are provided that are not included in the Subscription, the resulting additional costs will be charged by Zympler as additional work at the rates applicable at that time. 

9. DURATION AND TERMINATION
   
   1. The Subscription enters into force on the Start Date for the duration stated in the Offer (the Initial Term). After the Initial Term, the Subscription is automatically renewed for successive renewal periods of at least 1 year starting from January 1st.  
   2. The Subscription is renewed annually, unless cancelled no later than 3 months before the start date of the new calendar year (for clarity: before October 1st), with the understanding that in the event of cancellation in the context of switching to another provider, the notice period as determined in article 10.1 applies.
   3. Each Party may terminate the Subscription with immediate effect if:
      
      1. the other Party is granted provisional or definitive suspension of payments;
      2. the other Party has filed for bankruptcy;
      3. the other Party's assets have been attached (in whole or in part);
      4. there is a material breach of a Party's obligations and this Party remains in default, despite having been given written notice of default.
   4. Termination of the Subscription must always be done in writing. An email with the cancellation can also be sent to support@zympler.com. 
   5. All aspects of the Subscription that by their nature are intended to continue after the termination of the Subscription, including but not limited to accrued payment rights, confidentiality obligations, warranty claims, and limitations of liability, shall remain in effect after the termination of the Subscription. 
   6. Upon termination of the Subscription, for any reason whatsoever, Zympler will revoke all powers of attorney and authorizations granted by or on behalf of the Client to request, read out, or otherwise obtain measurement data from metering companies, grid operators, or other third parties within 3 months. The Client is obliged to provide all necessary cooperation in this regard.

10. SWITCHING AND DATA PORTABILITY
    
    1. In accordance with Article 2(34) of the Data Act, the Customer is at all times entitled to switch to another provider of data processing services or to their own on-premise ICT infrastructure, subject to a notice period of no more than 2 (two) months. This notice period replaces article 9.2 insofar as it concerns a switching request within the meaning of Article 2(34) of the Data Act. 
    2. Upon notification of a switching request, the Services shall remain in effect for a transition period of up to 30 (thirty) calendar days. During this period, Zympler will: (i) provide reasonable assistance to the Customer and third parties authorized by the Customer during the switching process; (ii) act with due care to ensure business continuity and continue to provide the Services; (iii) inform the Customer of known risks to the continuity of the Services; and (iv) maintain a high level of security during the switching process, particularly regarding the transfer of Data.
    3. If the 30 (thirty) day transition period is technically unfeasible, Zympler will notify the Customer within 14 (fourteen) business days of the switching request with a valid justification and propose an alternative timeframe of no more than 7 (seven) months.
    4. The Customer has the right to export all Data and digital assets, consisting of: (i) time-series data (measurements, energy data) in CSV format; (ii) configuration and settings data in JSON format; and (iii) reports and analyses in PDF/Excel format. Excluded from export are only data specific to the internal operation of the Platform, the export of which would constitute a violation of Zympler's trade secrets, provided that this exception does not hinder the switching process.
    5. After the transition period, the Customer retains the right for 30 (thirty) calendar days to request and export Data via (i) the Platform, (ii) API access (if available), or (iii) a written request to Zympler, which will be executed within 10 (ten) business days.
    6. Export via standard functionalities is free of charge. For additional requests involving substantial manual effort, only direct costs without a profit margin may be charged until January 12, 2027. From January 12, 2027, switching costs are prohibited, except for (i) parallel use of services (multi-cloud), (ii) custom-built services, or (iii) exceptionally complex exports notified in advance in accordance with Article 26(5) of the Data Act. In these cases, only direct costs without a profit margin may be charged.
    7. The Subscription shall be deemed terminated and the Customer shall be notified thereof: (i) upon successful completion of the switching process; or (ii) at the end of the notice period if the Customer does not wish to switch but wishes to have all Data erased. 
    8. After the 30 (thirty) calendar day data retrieval period has expired, Zympler will delete all Data, unless (i) a longer retention period is required by law, (ii) the Parties have agreed in writing to an extended period, or (iii) the Data is part of an ongoing dispute.
    9. In a partner model, the following applies: (i) Partner is the primary point of contact for switching and data export requests on behalf of End Customers; (ii) End Customers are entitled to directly exercise their rights under the Data Act; (iii) Zympler provides support and data export to Partner or, in the event of a direct Data Act request, to the End Customer.
    10. Zympler does not guarantee the compatibility of exported Data with third-party systems. The Client is responsible for testing, validating, and adapting exported Data.

11. SUSPENSION, DISSOLUTION AND (PARTIAL) TERMINATION
    
    1. In addition to the provisions in article 9 Zympler is entitled at all times to suspend the fulfillment of its obligations under the Subscription or to (partially) dissolve or (partially) terminate it, if:
       
       1. the Client does not fulfill its obligations under the Subscription in a timely and/or complete manner. However, this is only permitted to the extent that the breach justifies it;
       2. Zympler becomes aware of circumstances that give it reasonable grounds to fear that the Client will only partially or improperly fulfill its obligations under the Subscription. However, this is only permitted to the extent that the breach justifies it;
       3. circumstances arise of such a nature that fulfillment of the Subscription becomes impossible or that Zympler can no longer reasonably be expected to maintain the Subscription.
    2. When the Subscription, pursuant to article 11.1 is (partially) dissolved or (partially) terminated, Zympler's claims against the Customer shall become immediately due and payable. If Zympler suspends the performance of its obligations, Zympler retains its rights under applicable law and/or the Subscription.
    3. Zympler always reserves the right to claim damages in the event of suspension, (partial) dissolution, or (partial) termination.
    4. Furthermore, Zympler may immediately suspend the Services if: (a) a connected Asset is inoperative, (b) the Customer is not using the Services as intended, (c) Zympler suspects fraud or abuse; or (d) the Customer fails to provide security upon Zympler's request, as stipulated in article 7.8. 
    5. Suspension of the Services does not suspend the Customer's payment obligations.

12. INTELLECTUAL PROPERTY RIGHTS 
    
    1. Zympler and its licensors reserve all intellectual property rights to which they are entitled by law. This explicitly includes the information presented on the Platform (including texts, graphic material, and logos) and other copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighboring rights, domain names, trade secrets, know-how, and related rights. 
    2. All documents provided by Zympler, such as reports, advice, agreements, designs, sketches, drawings, brochures, photos, films, and software (including the Platform), are intended solely for use by the Client and its Users within the scope of the Subscription and may not be reproduced, disclosed, or brought to the attention of third parties without prior permission from Zympler, unless the nature of the provided documents dictates otherwise.
    3. If the Client or a User provides information or feedback to Zympler regarding the Services, Zympler is granted an exclusive, unlimited, and perpetual right to use this information. 

13. DATA AND LICENSE FOR ZYMPLER
    
    1. The Client remains the owner of the Data stored, edited, processed, or otherwise entered on the Platform. 
    2. To enable Zympler to provide the Energy Management System to the Client, the Client hereby grants Zympler a non-exclusive right to use, copy, distribute, and display the Data in connection with the provision of the Energy Management System on behalf of the Client. The Client is responsible for the accuracy, integrity, and reliability of the Data, and Zympler is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store the Data. Zympler will protect all Data provided to Zympler as confidential in accordance with and article 16.
    3. The Client grants Zympler a limited, personal, non-exclusive right to use the Client's Data in anonymized form for internal product analysis and product development, including use by Zympler for the improvement of algorithms, calculation rules, and the compilation of energy statistics per geographic region. 

14. PERSONAL DATA AND PRIVACY
    
    1. The processing of personal data by or on behalf of Zympler in the context of the Subscription takes place in accordance with Zympler's privacy statement, which can be viewed on the Zympler website. 
    2. If Zympler processes personal data on behalf of the Customer in the context of the Services, Zympler acts as a (sub-)processor within the meaning of the GDPR. Zympler processes personal data exclusively for the performance of the Services and in accordance with the Customer's instructions as set out in the Subscription. Zympler will: (a) ensure confidentiality; (b) implement appropriate technical and organizational measures in accordance with article 15; (c) assist the Customer in responding to requests from data subjects and in complying with GDPR obligations; and (d) facilitate audits.
    3. The Customer grants Zympler general authorization to engage sub-processors. Zympler will inform the Customer in advance of any changes regarding sub-processors. Zympler will impose equivalent obligations on all sub-processors.
    4. In the event of a data breach, Zympler will notify the Customer within 48 (forty-eight) hours, specifying the nature of the breach, its consequences, and the measures taken. The Customer is responsible for any statutory notification obligations to supervisory authorities and data subjects.

15. INFORMATION SECURITY
    
    1. Zympler complies with applicable information security regulations (such as, but not limited to, the ISO 27001 standard for information security or an equivalent international standard) and ensures that its Services are in accordance with these standards. 
    2. Zympler will require its employees and other persons performing work on its behalf to maintain confidentiality regarding any data and information they may access. 
    3. Beyond the obligations Zympler assumes regarding information security, the Customer is responsible for ensuring adequate security of the Assets and the associated IT infrastructure. If the Customer is classified as a Partner, the Customer also ensures that the End Customers they serve implement and maintain adequate security for their Assets and IT infrastructure.

16. CONFIDENTIALITY 
    
    1. Parties are bound to maintain the confidentiality of each other's Confidential Information and shall use it solely for the purpose of executing the Subscription. Notwithstanding this, Zympler reserves the right to share information provided by the Client with third parties engaged by Zympler for the performance of its obligations under the Subscription. 
    2. Parties shall require their Users, officers, directors, employees, agents, other engaged third parties, and affiliates to comply with the terms of this article 16. Each Party is responsible for any breach of this article 16 by their Users, officers, directors, employees, agents, other engaged third parties, and affiliates. 
    3. Information will not be considered confidential if it: (i) is already in the public domain or becomes available to the public, other than through a breach of this article 16 by the receiving Party; (ii) must be disclosed pursuant to any applicable law, court order, or regulation, or requirement of a government or regulatory authority; (iii) is lawfully obtained from a third party not subject to any confidentiality obligation toward the disclosing Party; (iv) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party. The burden of proof regarding the aforementioned exceptions rests at all times with the receiving Party.
    4. If the receiving Party becomes aware that article 16.3 (ii) is or may be applicable, it will notify the disclosing Party immediately and keep the disclosing Party informed at all times—to the extent permitted by law—so that the disclosing Party may seek appropriate legal remedies to prevent such disclosure. 
    5. Upon termination or dissolution of the Subscription, the Customer will, upon first request and as soon as reasonably possible, return all Confidential Information of Zympler to Zympler.

17. PUBLICITY
    
    1. The Client agrees that Zympler may use the Client's name and general information regarding the collaboration with Zympler for publicity purposes. In this context, Zympler is also permitted to use the Client's name and logo in presentations, financial reports, marketing materials, contractor lists, and website contractor overviews.

18. LIMITATION OF ZYMPLER'S LIABILITY
    
    1. If Zympler is found liable, such liability is limited to what is set out in this Article 18 is governed.
    2. If Zympler should be liable for any damage, Zympler's liability per calendar year is limited to a maximum of the total amount of fees due and actually paid by the Client for the Subscription in the year preceding the event causing the damage.
    3. Zympler is exclusively liable for direct damage. Direct damage is understood to mean only the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions, any reasonable costs incurred to ensure Zympler's defective performance conforms to the Subscription, insofar as these can be attributed to Zympler, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs led to the limitation of direct damage as referred to in these General Terms and Conditions.
    4. Zympler is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation, and reputational damage.
    5. The Client indemnifies Zympler against all third-party claims and will reimburse Zympler for costs incurred or to be incurred in connection with the defense against such third-party claims that relate to or arise from work performed by Zympler under the Subscription.
    6. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Zympler and the auxiliary persons involved by Zympler in the execution of the Subscription is 1 (one) year.
    7. The limitations set forth in this article 18 limitations of liability included herein do not apply if the damage is due to intent or gross negligence on the part of Zympler or its managerial subordinates.

19. CUSTOMER LIABILITY AND INDEMNIFICATION TOWARDS ZYMPLER
    
    1. The Customer is liable to Zympler for, and fully indemnifies Zympler against, all damages, costs, and third-party claims in this context resulting from and/or related to:
       
       1. a situation where Zympler has relied on incorrect and/or incomplete information provided by or on behalf of the Customer; 
       2. granting third parties access to a Customer account for the Platform;
       3. incorrect installation or configuration of the Assets and/or Gateway(s);
       4. an update or modification of the firmware or configuration of the Assets and/or Gateway(s);
       5. the use of hardware not approved by law in conjunction with the Energy Management System;
       6. improper use or incorrect configuration of the Energy Management System (for example, but not limited to: incorrect connection or activation of the Assets and/or Gateway);
       7. defects or malfunctioning of the Assets and/or the Gateway; 
       8. a culpable failure in the performance of the Subscription by the Customer and/or Users; and
       9. any act or omission by the Customer and/or Users in the use of the Energy Management System, including, but not limited to: a tortious act or unlawful storage or exchange of Data on the Platform. 

20. FORCE MAJEURE
    
    1. Zympler is not liable for any failure to perform its obligations under the Subscription to the extent that such performance is delayed or prevented by a circumstance that can be classified as Force Majeure.
    2. Zympler will notify the Customer as soon as possible in the event of a Force Majeure situation. The Parties will then consult with each other to discuss which measures are necessary to minimize the consequences of the Force Majeure situation.
    3. If the Force Majeure situation continues for a period of more than 2 (two) consecutive months, either Party is entitled to terminate the Subscription with immediate effect by means of written notice to the other Party, without being liable for damages.  

21. TRANSFER AND ENGAGEMENT OF THIRD PARTIES
    
    1. Zympler is at all times entitled to transfer its rights and/or obligations under the Subscription, in whole or in part, to an affiliated company. 
    2. Zympler is at all times entitled to engage third parties for the performance of its obligations under the Subscription at its own expense and risk.
    3. The Customer is not permitted to transfer the Subscription or any rights and obligations under the Subscription to a third party without the prior written consent of Zympler. 

22. GENERAL PROVISIONS 
    
    1. The Subscription constitutes the entire and sole agreement between Zympler and the Customer and supersedes any prior proposal or agreement, whether oral or written, and all other communication between Zympler and the Customer regarding the use of the Platform.
    2. The failure of either Party to enforce any rights granted under the Subscription or to take action against the other Party in the event of a breach shall not be considered a waiver by that Party regarding the subsequent enforcement of rights or the taking of action in the event of future breaches. 
    3. If, for any reason, any provision of these General Terms and Conditions is deemed invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the validity of the remaining provisions of these General Terms and Conditions, and the remaining provisions shall remain in full force and effect to the extent permitted by law. 

23. APPLICABLE LAW AND DISPUTE RESOLUTION
    
    1. The Subscription and all matters arising from or related to the Subscription shall be exclusively interpreted, construed, and governed in accordance with Dutch law. 
    2. In the event of disputes arising from or related to the Subscription, Zympler and the Customer shall make every effort to resolve such disputes through good-faith consultation. If Zympler and the Customer are unable to do so, the dispute shall be submitted exclusively to the competent court in Utrecht, provided that if Zympler is the plaintiff, Zympler may, at its own discretion, submit the dispute to the competent court in the Customer's place of business or address.

II. ADDITIONAL PROVISIONS FOR THE RENTAL OF THE GATEWAY

The provisions of this Chapter II. apply in addition to the provisions of Chapter I. In the event of any conflict with Chapter I., the provisions of this Chapter II. shall prevail.

24. RENTAL, DELIVERY, AND RETURN OF GATEWAY
    
    1. In conjunction with the Platform, the Gateway is rented to the Customer by Zympler. The Customer shall pay a monthly fee for this as stated in the Proposal. 
    2. The Gateway remains the property of Zympler at all times. The shipment of the Gateway to the Customer is at the Customer's expense and risk.
    3. Zympler makes every effort to meet a delivery date or delivery period for the Gateway, but these are always indicative.
    4. Upon termination of the Subscription, for any reason whatsoever, the Customer is required to return the Gateway to Zympler in good condition within 14 (fourteen) days of termination. The costs of return shipment are for the Customer's account. 

25. GATEWAY INSTALLATION
    
    1. Zympler is not responsible for the installation of the Gateway or the costs thereof. Zympler recommends that the installation of the Gateway be performed by a certified electrical installer. 
    2. Zympler provides the technical data required for the installer to carry out the installation of the Gateway.
    3. The Gateway is configured by or under the direction of an installer, whom Zympler expects to have the necessary overview and insight into the safety risks and physical limitations of the electrical installation.

26. DUTY OF CARE, USE, DEFECTS 
    
    1. The Customer is obliged to use and treat the Gateway as a responsible tenant. The Customer shall ensure that the Gateway is placed in a safe and dry location and used in accordance with Zympler's instructions.
    2. The Customer is not entitled to sublease, lend, or otherwise make the Gateway available to third parties without prior written consent from Zympler. If the Customer acts as a Partner and the Parties have expressly agreed in a separate Partner Agreement that the Partner may sublease the Gateway to End Customers, the prohibition contained in the previous sentence shall not apply to the extent and for as long as permitted in that Partner Agreement.
    3. If the Gateway becomes defective due to normal wear and tear or manufacturing defects, Zympler will replace the Gateway free of charge. If the defect or damage to the Gateway is the result of improper use, negligence, or an attributable failure on the part of the Customer or its Users, the Customer shall owe Zympler the replacement value of the Gateway. The Customer must report defects in the Gateway to Zympler in writing immediately, but no later than 48 (forty-eight) hours after discovery.

III. ADDITIONAL PROVISIONS FOR INTEGRATION SERVICES

The provisions of this Chapter III apply in addition to the provisions of Chapter I and Chapter II. In the event of a conflict with Chapter I and/or Chapter II, the provisions of this Chapter III shall prevail.

27. EXECUTION AND WARRANTY OF INTEGRATION SERVICES
    
    1. Zympler will provide the Integration Services as agreed in writing between the Parties. Zympler will use reasonable efforts to perform the Integration Services in a professional and competent manner. In this context, Zympler has an obligation of effort.
    2. Zympler will make every effort to meet an execution date or deadline for the performance of the Integration Services, but these are always indicative. 
    3. Zympler will keep the Customer informed of the progress of the Integration Services and will notify the Customer immediately of any problems or delays.
    4. The Customer shall provide Zympler with all necessary access to data, systems, applications, and platforms, as well as all necessary information and cooperation, to enable Zympler to perform the Integration Services.

IV. ADDITIONAL PROVISIONS FOR USE OF THE PLATFORM

The provisions of this Chapter IV. apply in addition to the provisions of Chapter I., Chapter II., and Chapter III. In the event of any conflict with Chapter I., Chapter II., and/or Chapter III., the provisions of this Chapter IV. shall prevail.

28. PLATFORM RIGHT OF USE AND RESTRICTIONS
    
    1. Provided that the Customer complies with its obligations under the Subscription, Zympler grants the Customer, for the duration of the Subscription, a limited, personal, revocable, non-exclusive, and non-transferable right to grant Users access to and use of the Platform (and any documentation provided to the Customer). If the Customer acts as a Partner and is authorized under a separate Partner Agreement to grant sublicenses for the Platform to End Customers, the scope and conditions of that sublicense right shall be governed exclusively by that Partner Agreement, and these General Terms and Conditions shall apply only to the relationship between Zympler and the Partner.
    2. Unless otherwise agreed in writing between the Parties, the right of use as set out in article 28.1, granted to the Customer on the condition that (i) the Customer's use of the Platform does not include use by third parties other than Users; and (ii) the Customer does not license, sell, or otherwise commercially exploit the Platform or make it available to any third party. If the Customer acts as a Partner and the Parties have entered into a separate Partner Agreement in which Zympler expressly grants the Partner the right to sublicense the Platform to End Customers, the restriction set out in (ii) of the previous sentence shall not apply to the extent and for as long as permitted under that Partner Agreement.
    3. Use of the Platform and its associated functionalities shall be in accordance with the applicable Subscription and the purpose of the Platform. Use is subject to a fair use policy. This means that the use of the Platform must be reasonable and that abuse is not permitted. 
    4. It is not permitted to share login credentials for the Platform with third parties without Zympler's written consent.  
    5. The Customer and its Users are not permitted to reverse-engineer, decompile, modify, or create derivative works of the source code, underlying ideas, underlying user interface techniques, or algorithms of the Platform in any way, directly or indirectly, or to disclose any of the foregoing. Any information obtained by the Customer may not be disclosed to third parties or used to create software that is substantially similar to the Platform.
    6. The Customer and its Users are prohibited from using the Platform and its associated pricing plans for commercial purposes. This prohibition does not affect the Customer's right, if and to the extent that the Customer acts as a Partner and is authorized under a separate Partner Agreement to offer the Platform commercially (by means of sublicenses) to End Customers, provided that such commercial offering takes place exclusively within the limits and under the conditions of that Partner Agreement.
    7. It is prohibited to use the Platform for any actions that violate Dutch or other applicable laws and regulations, including the local laws of the jurisdiction where the Platform is being used. 
    8. If, in Zympler's judgment, the functioning of the Platform, Zympler's network, or that of third parties, and/or internet-based service provision is hindered, damaged, or otherwise endangered—particularly through the excessive sending of emails or other data, personal data breaches, or the activity of viruses, trojans, or similar software—Zympler is entitled to take any measures it reasonably deems necessary to avert or prevent such danger. 

29. WARRANTY, MAINTENANCE, UPDATES AND UPGRADES
    
    1. The provisions of this article 29 apply if the Parties have not entered into a service level agreement regarding the Platform. If and to the extent that Zympler and the Customer have made specific arrangements regarding service levels, maintenance, availability, or support in a separate agreement (including a Partner Agreement), those specific arrangements shall prevail over the provisions of this article 29 to the extent that they deviate from these.
    2. Zympler and/or its hosting or telecommunications provider(s) may perform maintenance within the maintenance windows indicated on the Platform. Where possible, Zympler will provide the Customer with at least 5 (five) days' written notice of any scheduled maintenance that is likely to affect the operation of the Platform. 
    3. Zympler will only install free software updates and/or upgrades (including patches and/or fixes) for the Platform that are made generally available to its other customers using the Platform. 
    4. Zympler will use reasonable efforts in accordance with prevailing industry standards to provide and maintain the Platform in a manner that minimizes errors and interruptions. The Platform may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, whether by Zympler or third parties, or due to other causes beyond Zympler's reasonable control. Zympler will use reasonable efforts to provide the Customer with prior written notice of this. 
    5. Unless expressly agreed otherwise in writing, the Platform is made available to the Customer on an 'as-is' basis. To the extent permitted by law, Zympler expressly disclaims all warranties, whether express or implied, including implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Furthermore, Zympler disclaims any warranty that a) the Platform will meet the Customer's requirements or will be available continuously, uninterrupted, timely, or error-free; b) the results obtained from using the Platform will be effective, accurate, or reliable (for example, information obtained via the Platform may contain errors or inaccuracies and may not be complete or up-to-date); c) the quality of the Platform will meet the Customer's expectations; or d) any errors or defects in the Platform will be corrected.

30. THIRD-PARTY SOFTWARE
    
    1. The Platform may contain third-party software that may be governed by separate intellectual property rights and license terms, which are indicated or identified in the Platform or related documentation. These separate terms are incorporated by reference into the Platform and the Customer agrees to the terms of such licenses. Maintenance and support for third-party software are provided by the licensor of those products.

ARTICLE 31. ESCROW

1. Upon the Customer's written request and at the Customer's expense, Zympler may arrange for an escrow agreement regarding the continuity of the Platform. The Customer is responsible for all costs associated with setting up, maintaining, and managing such an escrow arrangement, including but not limited to the costs of the escrow agent.
2. The terms and conditions of the escrow arrangement will be set out in a separate escrow agreement between Zympler, the Customer, and the escrow agent selected by Zympler.
3. In a partner model, only the Partner may be a beneficiary under the escrow arrangement. End customers of the Partner cannot derive any rights from the escrow arrangement and cannot be designated as beneficiaries under the escrow agreement.

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