Terms and Conditions

of StakeCircle, a digital product of Fyris Research & Data, part of Van Oort Public Affairs & Communication B.V., located at Benoordenhoutseweg 88, The Hague, Chamber of Commerce (KvK) number 73562904.

1. Definitions

• StakeCircle: A digital product of Fyris Research & Data, part of Van Oort Public Affairs & Communication B.V. [hereinafter: StakeCircle], located at Benoordenhoutseweg 88, The Hague, registered with the Chamber of Commerce under number 73562904.
• Customer: The legal entity or natural person acting in the exercise of a profession or business (B2B) that enters into an agreement with StakeCircle.
• Service: The (online) software application and related services provided by StakeCircle, enabling the Customer to store and manage contacts and stakeholder information.
• Agreement: The agreement (including these Terms and Conditions) between StakeCircle and the Customer regarding the provision of the Service.
• Data Processing Agreement: The agreement attached as Appendix A, which governs the processing of personal data by StakeCircle on behalf of the Customer.

2. Applicability

1. These Terms and Conditions apply to all offers, quotations, and agreements between StakeCircle and the Customer.
2. Any purchase or other terms of the Customer do not apply unless expressly agreed in writing.
3. Deviations from and additions to these Terms and Conditions are only valid if agreed upon in writing.

3. Offer and conclusion of Agreement

1. All offers and quotations from StakeCircle are non-binding unless expressly stated otherwise.
2. The Agreement is concluded when the Customer accepts the offer or quotation in writing or electronically, or when the Customer starts using the Service, except in the case of a mutually agreed-upon demo period.
3. If the Customer's acceptance deviates from StakeCircle's offer, StakeCircle is not bound by it.

4. Duration and termination

1. The Agreement is entered into for the duration specified in the quotation. If no duration is specified, the Agreement is entered into for an indefinite period.
2. Early termination of a fixed-term Agreement is not possible unless otherwise agreed.
3. An Agreement for an indefinite period may be terminated in writing by either party with a notice period of two months.
4. StakeCircle is entitled to terminate the Agreement with immediate effect if the Customer is granted a suspension of payment, is declared bankrupt, or in the event of actual cessation or liquidation of the Customer's business.

5. Service execution

1. StakeCircle will endeavor to execute the Service with care and aims for high availability but cannot guarantee that the Service will function without interruptions or failures at all times.
2. StakeCircle has the right to temporarily disable the Service for maintenance, updates, or improvements. StakeCircle will strive to do this outside business hours and to inform the Customer in advance.
3. StakeCircle reserves the right to make changes to the Service to improve functionality or comply with (legal) requirements.

6. Customer obligations

1. The Customer is responsible for the careful and lawful use of the Service, including the data stored or processed in the Service by or on behalf of the Customer.
2. The Customer shall refrain from unlawful use of the Service, including posting or distributing content that violates legal provisions or third-party rights.
3. The Customer indemnifies StakeCircle against claims from third parties resulting from unlawful use of the Service by the Customer.

7. Fees and payment

1. The Customer owes the fee stated in the Agreement or quotation for the use of the Service.
2. Payments must be made within thirty days of the invoice date unless otherwise agreed in writing.
3. If the Customer fails to make timely payments, they are in default by operation of law. The Customer will then owe statutory commercial interest and any (extra)judicial collection costs.

8. Liability

1. StakeCircle is only liable for direct damage that is the direct result of an attributable shortcoming in the execution of the Agreement.
2. The total liability of StakeCircle is limited to the amount paid under StakeCircle's liability insurance in the specific case, plus the deductible. If no insurance payout occurs, liability is limited to the fees paid by the Customer to StakeCircle in the past 3 months.
3. StakeCircle is not liable for indirect damage, including consequential damage, lost profits, missed savings, or damage due to business interruption.

9. Intellectual property rights

1. All intellectual property rights in the Service, including the software and any documentation, belong to StakeCircle or its licensors.
2. During the term of the Agreement, StakeCircle grants the Customer a limited, non-exclusive, and non-transferable right to use the Service in accordance with the purpose and conditions of the Agreement.

10. Data protection and data processing agreement

1. If StakeCircle processes personal data on behalf of the Customer in connection with the Service, StakeCircle acts as a processor, and the Customer as the controller under the GDPR.
2. The Data Processing Agreement (Appendix A) is an integral part of these Terms and Conditions.

11. Force majeure

1. Neither party is obliged to fulfill any obligation if prevented due to force majeure.
2. Force majeure includes, but is not limited to: failures in the internet or telecommunications infrastructure, (D)DoS attacks, power outages, civil unrest, floods, government measures, labor disputes, and other situations beyond StakeCircle's control.

12. Governing law and disputes

1. These Terms and all related agreements are governed by Dutch law.
2. Disputes arising from or related to the Agreement shall be submitted to the competent court in The Hague.

13. Final provisions

1. If any provision of these Terms and Conditions is null or voidable, this does not affect the validity of the remaining provisions.
2. StakeCircle may amend these Terms and Conditions. Amendments take effect 30 days after notification. If the Customer does not agree with the changes, they may terminate the Agreement within this period unless the changes are required by mandatory law.

APPENDIX A: DATA PROCESSING AGREEMENT

This Data Processing Agreement is an integral part of the Terms and Conditions of StakeCircle and applies when StakeCircle (as processor) processes personal data on behalf of the Customer (as controller) within the framework of the Agreement.

1. Definitions

• GDPR: General Data Protection Regulation.
• Personal Data: Any data relating to an identified or identifiable natural person, provided by the Customer to StakeCircle for processing in the Service.
• Sub-Processor: A third party engaged by StakeCircle to process personal data on behalf of StakeCircle.

2. Purpose of processing

1. StakeCircle processes personal data solely on behalf of the Customer, within the scope of providing the Service as described in the Agreement.
2. StakeCircle will not process personal data for any other purpose unless required by law.

3. Processing duration

1. This Data Processing Agreement is valid for the duration of the Agreement.
2. Upon termination of the Service, StakeCircle will, at the Customer's choice, delete or return all personal data unless retention is required by law.

4. Data types and data subjects

1. The following personal data may be processed:
   • Name, email address, and any other contact details of (end) users and Customer's relations.
   • Information about Customer's stakeholder interactions, such as meeting reports, action items, tags, etc.
2. The data subjects primarily include (end) users of the Service and/or the Customer's business contacts.

5. StakeCircle's obligations

1. StakeCircle processes personal data with care and in accordance with the GDPR: lawfully, properly, and transparently.
2. StakeCircle ensures that only authorized personnel have access to personal data and that these employees are bound by a confidentiality obligation.
3. StakeCircle ensures that personal data is adequate, relevant, and limited to what is necessary for the purposes for which it is processed.
4. If an instruction from the Customer, in StakeCircle's opinion, conflicts with the GDPR or other applicable (privacy) legislation, StakeCircle will inform the Customer accordingly.

6. Security measures

1. StakeCircle will implement appropriate technical and organizational measures to protect personal data against loss or unlawful processing (e.g., encryption, access restrictions, logging).
2. The Customer has the right to request additional security measures from StakeCircle if necessary, considering the nature of the data processing. Any additional costs will be borne by the Customer.

7. Engagement of sub-processors

1. StakeCircle exclusively uses the following sub-processor(s):
   • DigitalOcean (hosting provider).
2. StakeCircle will inform the Customer of any changes regarding the engagement of new or replacement sub-processors, allowing the Customer to reasonably object.

8. Data breach notification

1. StakeCircle will inform the Customer without undue delay upon becoming aware of a data breach (a personal data security incident).
2. StakeCircle will provide the Customer with the information reasonably required to fulfill any reporting obligations to regulatory authorities and/or affected individuals.

9. Rights of data subjects

1. Requests from data subjects (e.g., access, correction, or deletion) received by StakeCircle will be forwarded to the Customer as soon as possible.
2. StakeCircle will, within the scope of the Service, cooperate in handling such requests. Any reasonable costs may be charged to the Customer.

10. Audit

1. The Customer has the right to conduct an independent audit once per year (or more frequently if legally required) to verify compliance with this Data Processing Agreement.
2. The audit will be announced in advance and conducted without unnecessarily disrupting StakeCircle's business operations. The costs of the audit will be borne by the Customer unless the audit reveals that StakeCircle has significantly failed to comply with this Data Processing Agreement.

11. Miscellaneous provisions

1. This Data Processing Agreement is governed by Dutch law.
2. In case of a conflict between the Data Processing Agreement and the Agreement, the Data Processing Agreement shall prevail concerning the processing of personal data.

12. Processing register