Terms & Conditions

PART I TERMS OF SERVICE

Below are the Terms of Service that apply to the products and services available through Meritable.

1.Who is Meritable?

1.1 Meritable Services B.V. is a private company with limited liability, with its registered office and address in The Hague at Koningin Julianaplein 10 (1st floor), 2595 AA, registered with the Chamber of Commerce under number: 67793568 and VAT identification number: NL857176006B01, incorporated under Dutch law (hereinafter referred to as “Meritable”), and develops and provides applications and technology aimed at providing business services, including procurement and legal services for governmental organizations, companies and natural persons exercising a profession.

Phone number on workdays: +31 (0) 708 918 475 (09:00 – 17:00 hours, Amsterdam time)

E-mail sales questions: hello@meritable.net

Email service questions: service@meritable.net

1.2 If You have any questions or comments on these Terms of Service please contact us at: service@meritable.net

2. What are these Terms of Service for?

2.1 In these Terms of Service, You can read, among other things, what You can expect from Meritable and what we expect from You. Please read these Terms of Service carefully as they form a contract between You and Meritable and govern the use of and access to Meritable’s Websites, Apps and/or Service(s) by You.

2.2 If You are entering into these Terms of Service on behalf of a company, organization or another legal entity, You are agreeing to these Terms of Service for that company, organization or legal entity and representing to Meritable that You have the authority to bind such company, organization or legal entity to these Terms of Service, If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not access or use the Meritable Websites, Apps and/or Service(s).

3. Which Terms of Service apply to the Service(s)?

Part I: Terms of Service

3.1 These Terms and Service apply to every offer or quotation from Meritable and to every Agreement and order between You and Meritable.

3.2 For some parts of our Websites, Apps and/or Service(s), such as the Support Subscriptions Deal Desk and Legal Support Desk, as well as the Meritable Legal Forms, Legal Consultancy Services, Procurement Consultancy Services and Procurement Outsourcing Services, additional conditions apply, together with these Terms of Service, which are described in separate parts of these Terms of Service.

Part II: Support Subscriptions

3.3 The following terms and conditions apply to the Support Subscriptions Deal Desk and Legal Support Desk:

– Procurement support: Deal Desk Subscription, including these Terms of Service;

– Legal support: Legal Support Desk Subscription, including these Terms of Service.

 

Part III: Self-Service: Meritable Legal Forms

3.4 The following terms and conditions apply to the Self-Service offering: Meritable Legal Forms: Self-service Agreement for Meritable Legal Forms, including these Terms of Service. The Contract Drafting Services provide You with tailor-made contracts under the terms and conditions of the Consultancy Services.

Part IV: Consultancy Services

3.5 The following terms and conditions apply to Consultancy Services: Consultancy Services Agreement, including these Terms of Service.

Part V: Outsourcing Services

3.6 The following terms and conditions apply to procurement outsourcing solutions: Procurement Outsourcing Services Agreement, including these Terms of Service.

4. Definitions used in these Terms of Service

4.1 “Apps”: (mobile) application for the use of the Websites and/or Service(s);4.2 “Client”, “You”, or “Your” or related capitalized terms used herein: the governmental organization, the natural or legal person, acting in the exercise of a profession or business and entering into an Agreement for the provision of Services with Meritable in accordance with these Terms of Service;4.3 “Consultancy Service(s)”: the advisory services as specified in the Agreement concluded between the Client and Meritable;4.4 “Service(s)”: The Service(s) as specified in the Agreement concluded between the Client and Meritable;4.5 “Affiliates”: all current or former, direct or indirect subordinate or non-subordinate, (seconded) employee, director, commissioner, supplier, consultant, shareholder and/or business partner of Meritable Services B.V. The term Affiliates includes both natural and legal persons;4.6 “Right of Withdrawal”: the possibility for You to waive the Agreement for a Support Subscription within the Trial Period;4.7 “IP Rights”: trademark rights, service marks, logos, trade names, design rights, patent rights, copyrights, database rights, personality rights and rights to know-how and other intellectual property rights, whether registered or not, including applications for the granting of the foregoing rights and all rights or other forms of protection that can be equated with or have a similar result to the foregoing as they may exist anywhere in the world;4.8 “Procurement Outsourcing Service(s)”; the services for the execution of procurement activities as specified in the Agreement concluded between the Client and Meritable;

4.9 “Meritable”: the legal entity Meritable Service BV, a private company with limited liability, having its registered office and address in The Hague at Koningin Julianaplein 10 (1st floor), 2595 AA, registered with the Chamber of Commerce under number: 67793568, which Offers Websites, Apps and/or Service(s) to business customers;

4.10. “Agreement”: the written contract and/or contract concluded at a distance between the Client and Meritable, including all appendices to the Agreement, as these have been supplemented or amended from time to time in accordance with the provisions of the Agreement.

4.11 “Trial Period”: the period within which the Client can make use of his right of withdrawal for the Supporting Subscription Services;

4.12 “Self-service”: the online self-help tools that Meritable makes available for the self-execution of procurement or legal activities by the Client, without personal support or advice from Meritable;

4.13 “Terms of Service”: these general terms and conditions of Meritable;

4.14 “Support Subscription”: a subscription that, during the term of the subscription, gives entitlement to support in the field of procurement expertise or legal expertise in accordance with the chosen subscription package;

4.15 “Confidential Information”: all information, irrespective of the form or format, regardless of whether it has been provided in writing or orally, which relates to the Client, Meritable or Affiliates and the activities they carry out, including the contents of the Agreement, technical, financial and business information, names of current and potential customers, partners, suppliers or intended business transactions, reports, plans, computer software, computer files, designs, models, know-how, and trade secrets. Confidential Information does not include information that: (i) is already generally and freely available in the public domain and is available as such, other than through a breach of this Agreement; (ii) was lawfully acquired by Meritable or Client prior to receipt via Meritable or the Client; or (iii) was received by Meritable or the Client independently from a third party, who is not bound by any obligation of confidentiality with respect to that information.

4.16 “Websites”: www.meritable.net, through which Meritable provides information on various business topics and a service shop to purchase the Service(s).

5. Operation of these conditions

5.1 These Terms of Service apply to every offer from Meritable and to every (distance) contract and order between You and Meritable.

5.2 These Terms of Service contain the agreements between You and Meritable that apply when You use our Websites, Apps and/or Service(s). These Terms of Service describe what Meritable does for You and what we expect from You.

5.3 Due to the nature of the procurement and legal services, Meritable provides business to business services. Meritable does not provide Services to consumers and only provides Services to natural persons exercising a profession and acting in such a professional capacity, or acting as representatives of governmental bodies or legal entities.

5.4 If one or more provisions in these Terms of Service at any time, in whole or in part, are null and void or destroyed, then the Agreement and the remainder of these Terms of Service remain intact and the stipulation in question will be replaced by a stipulation that the approaches the scope of the original as much as possible.

6. The offer or quotation

6.1 If our offer or quotation is of limited duration or subject to conditions, this will be stated in the quotation. The quotation is without obligation. Meritable has the right to change and adjust the offer.

6.2 The offer contains a description of the Service(s) offered. We will provide a description of the Service(s) that is sufficiently detailed to enable You to make a reasonable evaluation of the offer. Obvious mistakes or errors in the offer are not binding for Meritable.

6.3 If Meritable makes use of images, this does not reflect the Services offered. All images and illustrations in the offer are indicative and cannot be a reason for compensation or dissolution of the Agreement.

6.4 Meritable is entitled to refuse an order or request for Service(s) or to attach special conditions to the execution thereof.

7. The Agreement

7.1 The Agreement comes into being at the moment of acceptance by You of our quotation, the Terms of Service and the fulfillment of the corresponding conditions.

7.2 If You have accepted the offer electronically, Meritable confirms the receipt of the acceptance of the offer by e-mail and You will receive a copy of Your order.

8. Delivery of the Services

8.1 Meritable pays the utmost attention to receiving and assessing orders for the provision of Service(s). Meritable performs all Service(s) on the basis of a commercially reasonable effort obligation. Meritable does its best to ensure that the Websites, Apps and/or Service(s) are available and work well, but we give no guarantees and are not liable for the unavailability thereof.

8.2 All Agreements with Clients are exclusively accepted and executed by Meritable even if it is Your express or tacit intention that instructions are executed by one or more specific persons associated with Meritable. Articles 7: 404 and 7: 407 (2) of the Dutch Civil Code are excluded. Meritable has the right to engage third parties for the execution of the Agreement. The place of delivery is the address that You have made known to Meritable in the relevant order process.

8.3 Meritable shall execute accepted orders with due speed and in accordance with the delivery term or, if applicable, the agreed service levels, as indicated on our Website or the Meritable quotation prior to the purchase of the Service(s). All delivery dates are indicative. You cannot derive any rights from these timelines.

8.4 Meritable has the right to suspend the fulfillment of its obligations under an Agreement in the event that You do not fulfill the (payment) obligations from the Agreement or do not pay on time. Any adverse consequences resulting from the suspension are for Your own account.

8.5 In the event of changes or additions that change the scope or volume of the agreed Service(s), for example as a result of contractual extras ordered, the Fees due for the additional work arising therefrom shall be determined in accordance with the applicable rates of Meritable.

8.6 If delivery of an ordered Service proves to be impossible, Meritable will make commercially reasonable efforts to make a replacement solution available.

8.7 Meritable is not an accountancy firm, law firm or (public) notary’s office and the use of the Website, Apps and/or Service(s) does not create or constitute a privileged attorney-client relationship between You and Meritable or its Affiliates. Meritable is not licensed to provide financial services and does not advise and/or mediate in financial products or services. Meritable does not offer any tax and/or financial advice, or services as a mediator, and does not act as a (public) notary or attorney at law. Meritable cannot recommend specific financial and/or investment services. Meritable does not give an opinion on the future or expected value of business opportunities, contracts, services, assets, investments, security or other business interests.

8.8 Meritable gives no guarantees or warranties for a particular purpose, result or a specific use with regard to the Service(s). Meritable does not guarantee or warrant the availability, timeliness, accuracy or completeness of functions, functionality, content, data or information relating to the Service(s). Meritable does not provide any express or implied guarantees or warranties with respect to the Service(s) or the results that may be obtained therefrom and expressly disclaims all warranties of merchantability, title, completeness, accuracy, security, non-infringement or fitness for a particular purpose in relation to the Service(s). Meritable does not guarantee or warrant that the Service(s) will comply with certain specific functionality or performance criteria. Meritable cannot be held liable for damages or costs caused by non-compliance with a specific purpose or intended use of the Service(s).

8.9 Meritable can outsource certain tasks or functions to third parties, both locally and internationally. Meritable will take reasonable steps to ensure that those third parties comply with the confidentiality obligations.

8.10 Meritable implements security procedures to protect the Websites, Apps and/or Service(s) and Your data against security threats. Meritable does not guarantee or warrant that the Websites, Apps and/or Service(s) will be safe, error-free, free of viruses or malicious software code. You understand that Your use of the Websites, Apps and/or Service(s) necessarily involves the transfer of Your data via networks that are not owned, managed or will be controlled by Meritable. Meritable is not responsible for Your data lost, modified, intercepted or stored in such networks. Meritable cannot guarantee or warrant that our security procedures are error-free, that the transfer of Your data will always be safe or that unauthorized third parties will never be able to break our security measures or those of our external service providers.

9. Your responsibilities

9.1 You are responsible for paying the applicable fees for the use of the Websites, Apps and/or Service(s).

9.2 You are solely responsible for ensuring that Your use of the Websites, Apps and/or Service(s) for the storage and transmission of Your personal and business data complies with all applicable laws and regulations. You also retain all responsibility for determining whether the Websites, Apps and/or Service(s) or the information generated thereby is appropriate or sufficient for Your purposes.

9.3 Meritable cannot be held responsible for the purchase and/or proper functioning of Your infrastructure, suppliers, personnel, products or services, or of the infrastructure, suppliers, personnel, products or services of third parties. Meritable cannot be held liable for damages or costs caused by errors in shipping, security breaches in Your systems and the failure of computer, data or telecommunication facilities, or the poor performance or unavailability of these, including the internet.

9.4 You ensure that Your information in the Websites, Apps and/or Service(s) is correct and complete. You are responsible for data loss or attempted or actual access or use of the Websites, Apps and/or Service(s) through Your account in violation of these Terms of Service.

9.5 If Meritable informs You that a specific activity or purpose relating to the Websites, Apps and/or Service(s) is prohibited, You must ensure that You immediately stop Your use of the Websites, Apps and/or Service(s) for such prohibited activities or purposes.

9.6 The rights and obligations under the Agreement cannot be (partially) transferred by You or transferred to a third party, unless Meritable has given explicit written permission for this.

10. Privacy

10.1 Meritable handles personal data in a careful manner. You can read how we do this in our Privacy Policy. Our Privacy Policy applies to the use of our Websites, Apps and/or Service(s). You can find them on //www.meritable.net/en/privacy/.

10.2 You understand that Meritable and its Affiliates will process personal data in accordance with applicable law and, where applicable, the Data Processing Agreement, if applicable, and in accordance with our Privacy Policy.

10.3 You acknowledge and agree that Meritable, its holding company Meritable B.V. and suppliers may also access or disclose information about You, Your account, including personal information to (a) comply with the law or respond to legitimate requests or legal proceedings; (b) protect the rights or property of group companies, You or partners, including the enforcement of these Terms of Service or other policies that are linked to the Websites, Apps and/or Service(s); (c) act in good faith that such disclosure is necessary to protect personal safety or to prevent violation of applicable laws or regulations. Further, in our sole discretion, any suspected fraudulent or illegal activity by You may be referred to law enforcement authorities.

11. Fees

11.1 Meritable offers transparency in its prices. You can view the prices of the Services on our Websites and/or Apps or You can request a quote in which You receive an offer for Services with the applicable prices to be paid (the Fees).

11.2 During the period mentioned in our offer, the prices of the Services offered will not be increased for the initial period of the relevant Agreement, with the exception of price changes as a result of changes in government taxes and/or levies, or similar government actions, including VAT, sales, import or export tariffs, use or withholding tax that can be determined by a local, provincial or foreign governments or governmental agencies.

11.3 After the conclusion of an Agreement between You and Meritable, Meritable will perform the Service(s) for the Fees mentioned in the Agreement. Meritable will only increases the prices of the Service(s) provided for the initial contract period under the specific Agreement within 3 months after the conclusion of the Agreement, if these price increases are the result of statutory regulations or provisions or due to changes in government taxes or levies, or similar government actions, including VAT, sales, import or export tariffs, use or withholding tax that may be determined by a local, provincial or foreign governments or governmental bodies.

11.4 Meritable will only execute a price increase after the conclusion of the Agreement if this has been determined in the quotation received by You or the signed Agreement between You and Meritable. If Meritable makes a price increase after the conclusion of the Agreement that was not recorded in the quotation or offer You received or the signed Agreement between Meritable and You, You have the right to terminate the Agreement with effect from the day on which the price increase takes effect.

11.5 Meritable has the right to change the Fees for Websites, Apps and/or Service(s) for which an Agreement has been concluded between You and Meritable as indicated in the Agreement or these Terms of Service, and for offers or quotes for repeated or follow-up orders of the same Service(s), or extensions or renewals of the Agreement. Meritable has the right to change the prices for Websites, Apps and/or Service(s) for which no Agreement has been concluded between You and Meritable at any time.

11.6 The prices and/or Fees mentioned by Meritable do not include taxes, duties, duties or similar government surcharges, including value added tax, sales, use or withholding taxes, import and/or export levies, that may be determined by a local, provincial or foreign governments or governmental agencies (collectively referred to as ‘Taxes’). You are responsible for paying the Taxes that would be levied against You by government agencies. We will invoice You for such Taxes if Meritable is of the opinion that it is legally obliged to do so and You agree to pay such Taxes, if so billed.

11.7 All prices are subject to printing and typing errors. No liability is accepted for the consequences of printing and typing errors. In case of printing and typing errors, Meritable is not obliged to deliver the Services at the wrong price.

11.8 In the event that You order (a) Service(s) through our Websites, Apps and/or Service(s), payment must be made immediately in the manner prescribed in the relevant order process. Payment of other orders takes place on the basis of an invoice sent by Meritable.

11.9 Payment of an invoice must take place within fourteen (14) days of the invoice date. Meritable has the right to demand prepayment, payment by a certain payment provider and/or security for payment by You. All payments made by You to Meritable are deducted from Your invoices that are open the longest.

11.10 In the event of overdue payment, You are automatically in default with the payment, without a reminder or a notice of default being required, and You are obliged, in addition to the extrajudicial costs, to pay the statutory interest or part thereof on the outstanding amount, in addition to the extrajudicial costs. You are not permitted to suspend or set off payments due to (alleged) shortcomings of Meritable.

12. Termination

12.1 You may terminate an Agreement that has been concluded for a definite period and which extends to the regular delivery of Service(s) at the end of the initial term of the Agreement, with due observance of the agreed cancellation rules and a notice period of one month. Meritable can terminate this Agreement with a notice period of one month.

12.2 If an Agreement has a duration of more than one year, You can terminate the Agreement with a notice period of one month after the expiry of the initial term of the Agreement.

12.3 You are obliged to immediately report inaccuracies in provided or stated payment details to Meritable.

12.4 In case of default by You, Meritable has the right, subject to legal restrictions, to charge the costs made known to You in advance, to suspend the Services to You or to terminate the Agreement with You. In addition to suspension due to late payment or non-payment of Fees, Meritable may suspend Your access to or use of Your account or the Websites, Apps and/or Service(s) if You violate the Terms of Service.

12.5 You acknowledge that in the event that You do not reactivate an account within one (1) year after the expiry of a Trial Period or a suspension of service, Meritable may terminate this account and the corresponding data will be permanently deleted immediately after this termination.

12.6 Meritable strongly recommends that You export all data before You terminate Your account. In any case, after the termination of Your account by You or Meritable, unless otherwise specified and subject to the Data Processing Agreement, data will be retained for a period of 14 days after the termination in which You can contact Meritable for export of Your data. After that retention period for Your data, Meritable may remove all data in normal business operations in line with its record retention policy. Your data can not be recovered after it has been deleted.

12.7 Meritable is not liable to You or a third party for the suspension or termination of Your account or access to and use of the Websites, Apps and/or Service(s), if such suspension or termination is in accordance with these Terms of Service.

12.8 Upon termination of this Agreement for any reason whatsoever, all provisions with respect to indemnity, warranty, liability and limitations thereon, and confidentiality and protection of intellectual property and trade secrets and all provisions expressly or by their nature are required to terminate this termination. These provisions will survive the termination of the Agreement, until it is no longer necessary for them to survive in order to achieve their goal.

13. Intellectual property

13.1 All IP rights to the Websites, Apps and/or Service(s) remain with Meritable or its licensors.

13.2 Websites: Subject to Your compliance with the Terms of Service, You have the limited, non-exclusive and revocable right to access and use the Websites for Your internal business purposes. You are responsible for the use of the Services through Your account by third parties. You can subscribe to one or more non-public parts of the Websites; to which access separate Fees may apply.

13.3 Apps: Depending on Your compliance with the Terms of Service and only during the term, You have the limited, non-exclusive, non- transferable and revocable right to download, install and use the software for access to and use of the Apps. You can download one or more of the Apps via our Website or another distribution service, for which separate fees may apply.

13.4 Service(s): Subject to Your compliance with the Terms of Service and only during the term, You have the limited, non-exclusive and revocable right to access and use the Services for Your internal business purposes. You are responsible for the use of the Services through Your account by third parties. You can order one or more of the Services through the Websites or receive a separate offer.

13.5 No part of these Terms of Service implies a transfer of IP rights. You are not permitted to remove or change notices regarding IP rights that are established on the Websites, Apps and/or Service(s).

13.6 If the IP rights on (a part of) the Websites, Apps and/or Service(s) reside with the licensors of Meritable, You may have to accept the license terms and conditions of these third parties in order to access such functions of the Websites, Apps and/or Service(s).

13.7 In the event that the court irrevocably establishes that the Websites, Apps and/or Service(s) supplied by Meritable infringe any third-party IP right, or in the event that, in the opinion of Meritable, there is a fair chance that such an infringement occurs, Meritable may, if possible and in its sole discretion, make commercially reasonable efforts to ensure that You can continue to use the Websites, Apps and/or Service(s) (or something that is functionally equivalent to is), or b- modify the Websites, Apps and/or Service(s) to stop the IP rights infringement, or c- if options (a) or (b) are not commercially and reasonably feasible, as determined by Meritable, may allow Meritable to terminate Your use of the Websites, Apps and/or Service(s) and refund You, on a pro rata basis, all pre-paid Fees for the corresponding unused portion of the Service(s).

13.8 Any other or further liability or obligation to indemnify by Meritable for infringement of IP rights of a third party is entirely excluded. Any use of the Websites, Apps and/or Service(s) is at Your own risk and responsibility.

13.9 You are responsible and liable for all use of the Websites, Apps and/or Service(s). Meritable is not liable or obligated with respect to an IP claim if such claim is wholly or partially caused by (i) compliance with designs, data, instructions or specifications provided or created by You; (ii) adaptation of the Websites, Apps and/or Service(s) by anyone other than Meritable; or (iii) the combination, operation or use of the Websites, Apps and/or Service(s) with other hardware, software, products or services where the Websites, Apps and/or Service(s) do not infringe on their own .

13.10 You indemnify Meritable and Affiliates against all claims, damages and costs submitted by a third party against Meritable, and its Affiliates that arise from and/or are related to the use of the Websites, Apps and/or Service(s) by You in violation of these Terms of Service or items that You expressly agreed to be responsible under these Terms of Service; provided that Meritable informs You of the threat or reporting of such a claim.

13.11 This article states the sole, exclusive and complete liability of Meritable towards You and constitutes Your sole remedy with respect to an IP rights claim that is motivated by Your access to or use of the Websites, Apps and/or Service(s).

14. Restrictions on use

14.1 You agree to:

(a) use the Websites, Apps and/or Service(s) exclusively for use by You for Your own business as a customer of Meritable, and not to use the Websites, Apps and/or Service(s) for resale or for the provision of the Websites, Apps and/or Service(s) to third parties, or as a service provider in any form commercially exploit, or to use them for the benefit of another person or entity other than You, or to process the data on behalf of a third party other than You, the Client;

(b) not to use the Websites, Apps and/or Service(s) for illegal activities, or to encourage or facilitate violation of legislation, or to use them in any other way contrary to these Terms of Service.

(c) not to use the Websites, Apps and/or Service(s) for the creation of a database of the information contained therein;

(d) not to modify, modify or hack or otherwise try to gain unauthorized access to the Websites, Apps and/or Service(s) or related systems or networks;

(e) not imply a sponsorship or association with Meritable where there is none;

(f) not to use the Websites, Apps and/or Service(s) to send unsolicited e-mail, spam, pyramid schemes or other forms of unsolicited messages;

(g) not to use the Websites, Apps and/or Service(s) to store or transmit content that infringes a person’s intellectual property rights;

(h) not to use the Websites, Apps and/or Service(s) in any manner that disrupts the integrity or performance of the Websites, Apps and/or Service(s) and its components;

(i) not attempt to decipher, decompile, reverse engineer, disassemble, reproduce or copy or otherwise access the source code or underlying program / software that is part of the the Websites, Apps and/or Service(s) except as permitted by reason of mandatory law;

(j) not to use, intentionally post, transmit, upload, link, transmit or store any content that is illegal, racist, hateful, offensive, defamatory, obscene or discriminatory;

(k) not to use the Websites, Apps and/or Service(s) to store or send “protected health information”;

(l) not to use the Websites, Apps and/or Service(s) to deliberately place, transmit, upload, link, transmit or store viruses, malware, Trojans, time bombs or other similar harmful software;

(m) not to use the Websites, Apps and/or Service(s) for any purpose prohibited by applicable export laws and regulations, including but not limited to proliferation of nuclear, chemical or biological weapons, or development of missile technology.

15. Availability of the Websites, Apps and/or Service(s)

15.1 You may not be able to use or use the Websites, Apps and/or Service(s) (a) during scheduled downtime for upgrades and maintenance of the Websites, Apps and/or Service(s), or (b) during any unavailability by circumstances beyond our reasonable control, such as, but not limited to, acts of God, government acts, terrorist acts or civil unrest, technical malfunctions beyond our reasonable control, or actions performed by third parties, including but not limited to, denial of service attacks. Meritable uses commercially reasonable efforts to schedule planned downtime during weekends and off-peak periods (Amsterdam time zone).

15.2 Meritable reserves the right to include technical security and protection measures in the Websites, Apps and/or Service(s) and to temporarily restrict or block access to the Websites, Apps and/or Service(s) to ensure the integrity and security of our systems and data. You are not permitted to circumvent these technical protective measures or to provide them with resources.

15.3 Meritable does not guarantee that the Websites, Apps and/or Service(s) will operate without interruption or will be, or remain available without interruption. Meritable cannot be held liable for damages or costs caused by the unavailability of the Websites, Apps and/or Service(s).

16. Changes to the Websites, Apps and/or Service(s)

16.1 The functionality of the Websites, Apps and/or Service(s) may change as a result of continuous development. The appearance of our user interfaces, screen layouts, views, content and functions may change as a result of continuous development on our Websites, Apps and/or Service(s).

16.2 Meritable may update the Service(s) for which You and Meritable have an active Agreement from time to time and You may receive notifications of such upgrades, improvements, changes or updates. All new or modified functions added to the Websites, Apps and/or Service(s) or other updates, changes, modifications or improvements to the Websites, Apps and/or Service(s), or to be extended or otherwise modified, fall also under these Terms of Service.

16.3 Meritable may change the content and functionality of our Websites, Apps and/or Service(s) at any time. However, please note that all content on our Websites, Apps and/or Service(s) may no longer be up-to-date at any time and Meritable is not obliged to update them.

16.4 Meritable may terminate or change part of our Websites, Apps and/or Service(s) that does not affect the Service(s) for which You and Meritable have entered into an Agreement without informing You thereof.

16.5 Unless explicitly stated otherwise, all new features that extend or improve the currently offered Websites, Apps and/or Service(s), including the release of new Websites, Apps and/or Service(s), are subject to this Agreement.

17. When do the Websites, Apps and/or Service(s) stop?

17.1 Meritable may extend, limit, modify or terminate these Websites, Apps and/or Service(s), for example for commercial reasons. We may block, limit, render unsuitable, postpone or terminate Your access to any part or all Websites, Apps and/or Service(s) at our discretion at any time without prior warning or obligation to You, unless Meritable has expressly agreed otherwise in the written Agreement.

17.2 Do You terminate Your Agreement for the Websites, Apps and/or Service(s)? You can then view the information about that product or service for 14 days. If You cancel all Your services, the services stop automatically.

17.3 The Services also stop when You die, Your legal entity is in suspension of payment, is in a state of bankruptcy, or Your legal entity has been dissolved or You do not keep to the agreements in the Agreement and these Terms of Service, in which case we may block Your access to the Websites, Apps and/or Service(s) if we deem this necessary.

17.4 Author Additional conditions apply to authors that are concluded separately. Are You an author for Meritable contracts and does Your collaboration with Meritable end? Then Your access to the services stops immediately.

18. Disclaimer Websites, Apps and/or Self-service Services

18.1 Our Websites and Apps provide access to general information services. The use of these Websites, Apps and/or Self-service offering is Your responsibility and at Your risk, including loss of service or data. All information provided by Meritable’s Websites, Apps and/or Self-service offering is impersonal and not adapted to the specific needs of a person, entity or group of persons.

18.2 The information on the Websites, Apps and/or Self-service offering is not intended as professional advice for Your specific legal, tax or financial position and/or advice about the risks and opportunities of Your specific case. The information on our Websites, Apps and/or Self-service offering is not intended as a replacement for legal or procurement advice. Our Websites, Apps and/or Self-service offering are not a full representation of Dutch legislation, case-law or procurement practices.

18.3 The Websites, Apps and/or Self-service offering are delivered as is, without guarantees. Meritable makes no representations or warranties with respect to the Websites, Apps and/or Self-service Service(s). Without limiting the foregoing, Meritable does not guarantee that the Websites, Apps and/or Self-Service Service(s) are safe, error-free, free of viruses or malicious code, or meet certain functionality, quality or performance criteria. Meritable does not guarantee the availability, timeliness, accuracy or completeness of all functions, functionality, content, data or information relating to the Websites, Apps and/or the Self-service Service(s) of Meritable.

18.4 Meritable does not offer any express or implied warranties with respect to any content, data, information or values relating to the Websites, Apps and/or Self-service Service(s) or results that may be obtained therefrom, and expressly disclaims all warranties. with respect to marketability, completeness, accuracy, security, non-infringement, use or suitability for a particular purpose with respect to the Websites, Apps and/or Self-service Service(s).

18.5 Meritable accepts no liability whatsoever for providing the information or functionality on our Websites, Apps and/or Self-Service Service(s), to the extent permitted by law. Meritable, its licensors and their respective employees, contractors, agents, suppliers and vendors are not liable or responsible for any damages – direct, indirect, consequential, incidental, punitive or otherwise – arising from the Websites, Apps and/or Self -service Service(s), or any content, data or values related to this – whether arising from negligence or otherwise, to the maximum extent permitted by law.

18.6 Nothing on the Websites, Apps and/or Self-service Service(s) of Meritable can be considered or can be understood as professional advice, investment advice, approval of certain third parties, their products or services or investment recommendations (for example recommendations on or not to “contract”, “maintain”, “terminate”, or to enter into another transaction or any other contract relating to specific interests or business interests) by Meritable or a recommendation regarding a corporate, legal or procurement strategy by Meritable. Content, data and other information available through the Meritable Websites, Apps and/or Self-service Service(s) may not be considered as sufficient information for You or a third party to base an investment decision on for Your business, to request governmental licenses or permits, promote Your business, or otherwise obtain services or other benefits from a third party.

18.7 Meritable does not express an opinion on the future or expected value of a business opportunity, contract, service, asset, investment, security or other business interest and does not suggest or suggest explicitly or implicitly a legal or procurement strategy of any kind.

18.8 The above disclaimers and limitations of liability apply not only to Meritable, but also to its Affiliates. The above disclaimers and liability limitations apply to the maximum extent allowed by the law, regardless of whether this is the case in contract, law, tort or otherwise.

19. Liability

19.1 In no case shall the total liability of Meritable under the Agreement, for any reason whatsoever, exceed the amount of one thousand Euro (€ 1,000). The exclusions and limitations of liability for Meritable referred to above are also applicable with respect to warranties and obligations of Meritable to indemnify You.

19.2 Direct damages are exclusively understood to mean:

a) reasonable costs incurred by You to ensure that the execution of the Meritable Service(s) meets the requirements of the Agreement;

b) reasonable costs incurred to prevent or limit the direct damage that can be expected as a result of the event on which the liability rests; and

c) reasonable costs incurred to determine the cause of the damage, liability, direct damage or loss and the method of remedy.

19.3 Any liability of Meritable for damages or loss other than direct damage or loss, such as consequential loss, indirect damage, or immaterial damage is completely excluded.

19.4 Indirect damage or loss in this case also means lost profits, missed savings, reduced goodwill, losses due to business stagnation, costs incurred to prevent or determine consequential damage or losses, loss or damage to (electronic) data and/or damage as a result of delays in the transport of data traffic and all other damage or loss than those referred to in Article 21.2.

19.5 This article does not limit the liability of Meritable for damages or losses as a result of willful intent or deliberate recklessness on the part of Meritable itself.

19.6 A condition for the right to any compensation is at all times that You inform us of this as soon as possible after it has taken place and that Meritable is given a reasonable period to remedy the situation, as well as that the requirements of notice of default have been met. Any right to compensation under this article will lapse if You do not claim compensation in writing in writing within twelve (12) months from the moment when the damages occurred for the first time.

20. Confidentiality

20.1 The Parties will observe confidentiality with regard to Confidential Information and will not distribute or disclose Confidential Information to anyone other than its own employees or advisors without the prior consent of the other party. Meritable can communicate with the Client and with third parties via the internet, e-mail or in another electronic way. You agree that we may disclose Your Confidential Information to Affiliates, or if Meritable is subject and required by a regulation or a court order to do so.

21. Client reference

21.1 You agree that Meritable may from time to time make a general reference to You as Client in marketing and related material in printed or online form. You agree that Meritable may also disclose to third parties that Meritable is acting for a particular matter or acted for You if information about that matter is public.

22. How do we deal with changes to the Terms of Service?

22.1 Meritable has the right to change these Terms of Service. The amended Terms of Service and Conditions are deemed to have been accepted by You if You do not object against the changed Terms of Service within fourteen (14) days after the amended Terms of Service have been sent to You or have been made known. If we change these Terms of Service, we will announce this on our website, by e-mail, via the electronic service and/or via the apps.

22.2 Changes or additions to these Terms of Service always start fourteen (14) days later, but if there is a legal reason for this, they can also take effect immediately.

23. Export restrictions

23.1 Export, transit and transfer of Websites, Apps and/or Service(s) of Meritable, including technology, software, source code of software, technical data, related technology and its direct products, are subject to EU export controls and sanctions and other applicable export control laws and regulations of the European Union and the Dutch government.

23.2 You may not access, download, distribute, use, export or re-export the Websites, Apps and/or Service(s) in violation of EU export laws or regulations or in violation of any other applicable laws or regulations. You agree to abide by all export laws and restrictions and regulations of an EU or foreign authority or authority, and not to offer or otherwise make the Websites, Apps and/or Service(s) available directly or indirectly. with such restrictions, laws or regulations, or without all necessary approvals.

24. Complaints procedure

24.1 Meritable has a published complaints procedure and handles the complaint in accordance with this complaint’s procedure. The complaints procedure is available on www.meritable.net/complaint/. 26.2 Complaints about the performance of the Agreement must be submitted fully and clearly described to Meritable within seven (7) days after You have discovered the defects.

24.2 Complaints submitted to Meritable are answered within a period of fourteen (14) days from the date of receipt. If a complaint requires a foreseeable longer processing time, Meritable will respond within the fourteen (14)-day period with a notice of receipt and an indication when You can expect a more detailed answer.

24.3 If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to dispute resolution. A customer must always first contact Meritable with regard to any complaints.

24.4 A complaint does not suspend the obligations of Meritable unless Meritable indicates otherwise in writing.

24.5 If a complaint is found to be well-founded by Meritable, Meritable will remedy any defects in its Service(s) in accordance with these Terms of Service.

25. Applicable law and jurisdiction

25.1 Dutch law applies to agreements, such as the Agreement, the Terms of Service and any use of the Websites, Apps and/or Service(s) to which these Terms of Service apply. The applicability of the Vienna Sales Convention is explicitly excluded.

25.2 Meritable does not represent that the Websites, Apps and/or Service(s) are suitable or available for use at all locations. Those who open or use the Websites, Apps and/or Service(s) from jurisdictions that prohibit such use do so on their own initiative and are themselves responsible for compliance with local laws.

25.3 All disputes relating to our Websites, Apps and/or Service(s) will in the first instance only be settled by the competent court in The Hague, The Netherlands.