1.1 These Terms and Conditions of Catchphrase (the Terms) apply to all services provided by, proposals of, and agreements with Catchphrase for the sale and delivery of the Catchphrase platform.

1.2 For these Terms, "agreement" means all understandings, agreements, and contracts between Catchphrase and Customer regarding the sale and delivery of the Catchphrase platform.

1.3. In the event a provision in these Terms is contrary to a provision in an Order, the provision in these Terms prevails, unless the Parties explicitly include in the provision in the Order that this provision prevails over the conflicting provision in the Terms.

Admin User License means a User License to use the Web Editor and thereby change settings and Customer Details in the Platform.

Catchphrase means Catchphrase BV, with its registered office in Utrecht (the Netherlands), registered with the chamber of commerce under number 77550072, VAT identification number NL861043285B01 

Catchphrase Content means all details, content, logos, information, and materials available via the Services, except for Customer Details.

Customer means the party who purchases the Services from Catchphrase under an Order. Customer also means the legal entities connected with Customer's parent company as referred to in Section 2:24 Dutch Civil Code (DCC).

Customer Details means all details and information, including, without limit, relating to Customer's logos, Customer's input in connection with the image, specifications of Customer's house style, employee details, or other content that Customer or Users furnish to the Services.

Individual User License means a license that gives the Customer the right to allow one individual user to use the Platform.

Order means an order, or an Order agreed by Catchphrase and Customer concerning the purchase by Customer of the Services.

Personal Details mean a User's first name, surname, and email address that will be requested. A phone number is optional.

Platform means the Catchphrase Platform, Catchphrase's owned and operated software solution, which can be used to plan and organize an event, brief staff, and evaluate the event. The Platform consists of the Progressive Web App and a Web Editor.

Progressive Web App means the part of the Platform which can be installed on any smartphone to enable a user to use the Services via this Supported Device.

Services mean the license granting the use of the Platform and making the Platform online available for use by Customer on Supported Devices, as well as the provision of the related Support Services as has been agreed in an Order.

Specifications mean the description of the Services, encompassing the general specifications of the Services and the applicable technical and operational terms of use of these Services will be notified by Catchphrase to Customer in writing (by email) at least 30 days before the date of the change.

Subcontractors mean a third party that is not affiliated with Catchphrase and is authorized by Catchphrase to provide Customer with Services for the Platform.

Support Services means the standard maintenance and Support Services which are provided by Catchphrase as specified in the SLA.

Term means the period specified in clause 10 during which Catchphrase will continue to make the Services available to Customer and the Users.

Terms mean these terms and conditions of Catchphrase.

Third-Party Supplier means the third party manages and controls the technical gateway and the distribution mechanism for Progressive Web Apps on the relevant Supported device.

User means a Person whom the Customer enables to make use of the Services.

User Account means an account for a user in the Editor in which the user details related to the relevant User are recorded. The User Account is personal to the applicable User and may not be transferred to other persons, nor is it permitted to use it.

User Licenses means Individual User licenses and Admin User Licenses.

Web Editor means the web interface via which Customers can log on to the Platform to change specific configurations, settings and edit customer content.

3.1 Progressive Web Apps and all content appearing therein must satisfy the regulations and restrictions imposed from time to time by the relevant Third-Party Suppliers. Customers must see that all customers' details, which they include in the Platform or furnish for inclusion in the Platform, comply with these regulations and restrictions within a reasonable period. Catchphrase will see to it that the Platform and the Catchphrase content abide by these regulations and restrictions.

4.1 Catchphrase provides the Services per the Specifications, on the condition that Customer complies with these Terms and timely pays all amounts due to Catchphrase under the agreement.

4.2 Essential changes in the features or specifications of the Services described in the Specifications will be announced by Catchphrase at least thirty (30) days in advance through written notification by email or via the website.

4.3 If a change in the Specifications has an essential negative effect on Customer and Customer does not agree to the change; Customer must notify Catchphrase thereof within thirty (30) days after receipt of the notice of the change. Catchphrase will then discuss the change with the Customer. Suppose after this discussion Catchphrase decides to implement the change, despite the Customer maintaining his objections. In that case, the Customer can terminate the non-expired User licenses at that time, in which case Catchphrase will refund the Customer the fees paid for the period that has not yet expired for those User licenses pro-rata.

4.4 Catchphrase will use reasonable endeavors to guarantee the timely availability and quality of the Services. In the event, the system is down Customer will be informed within 4 hours. The up-time is within 4 hours. As soon as the problem has been resolved Customer will again be notified within 4 hours.

4.5 Catchphrase is entitled to temporarily suspend the Services if necessary to implement a change in the Services or to execute preventive or corrective maintenance activities concerning the Services. Catchphrase will inform Customer in advance and in writing (by email) regarding activities planned by Catchphrase which will have an expected significant effect on the Services.

5.1 Only for the goal of the use of the Services per these Terms, will Customer be granted a non-exclusive, non-transferable license, which cannot be sub-licensed, for the Term to gain access, for Customer's own internal business purposes, to and make use of the Services for the number of User licenses that Customer has purchased and to thereby support his preboarding, onboarding and offboarding process. Customer may only make the use of the Services under this license possible for Users who are an employee or contractor of Customer (or Customer's group), unless explicitly otherwise agreed in the relevant Order. 

5.2 Every User account is personal for the User to whom the account is allocated and may not be used on behalf of another user.

5.3 The license for the use of the Services encompasses all standard features and all standard templates ('feature pages'), which are available for the adjustment of the Platform from time to time as described in the Specifications applicable at that time. Features and templates/feature pages for adjusting the Platform (which are referred to as such in the Specifications) are only included in the license for the use of the Services if this is explicitly agreed in an Order.

5.5 Customer may only use the Services if he still possesses valid User licenses for the use of the Services. User licenses may not be transferred to third parties, nor may they be used on behalf of third parties.

Customer is not permitted, either directly or indirectly:

1. to subject the Services or the Platform to reverse engineering, to decompile it, to disassemble it, or to attempt in some other way to determine the source code or underlying ideas or algorithms of the Services or the Platform.
   1. To change or translate the Services or the Platform or create derivative works based thereon.
   2. To lease, distribute, sell, re-sell, allocate, or in some other way transfer rights to the Services or the Platform.
      1. To use the Services or the Platform for time-sharing or service bureau purposes or use them in some other way on behalf of a third party.
      2. To remove notices of property rights of the Services or the Platform, or to publish an evaluation of the Services or the Platform without Catchphrase's prior written consent or to disclose such to third parties.

5.6 When using the Services, Customer may not breach the applicable laws and regulations, these terms, the license and use restrictions imposed by the relevant other suppliers and insofar as Catchphrase has informed Customer thereof in time or the reasonable instructions for use included in the Specifications stipulate such and will see to it that his Users will not do so either.

6.1 Catchphrase can't provide Customer with passwords for User accounts and/or the Web Editor. On request, Catchphrase can send the User a password reset mail, after which an email will be sent to the User's registered email address so a new password can be set. The Customer is responsible for the confidentiality of all passwords used by his Users and by every other provider of Support Services designated by Customer.

6.2 Customer is fully responsible for all activities which take place under Customer's accounts in the Platform for the Web Editor and/or the User accounts and for all costs made for the use of the Services to which access has been gained with Customer's passwords unless such an activity is the result of a security leak for which Catchphrase bears responsibility.

6.3 Customer will promptly notify Catchphrase of every unauthorized use of these passwords and every breach of the security that Customer knows of.

7.1 Customer is responsible for the acquisition and the maintenance of all computer equipment and software and communication equipment, including the Supported Devices, which are necessary for access and the use of the Services, for the installation and updating of the Progressive Web App on the Supported Devices, and for the payment of all costs of third parties which are incurred during the use of the Services.

7.2 Customer must promptly notify Catchphrase of disruptions in the Services. Customer must provide all desired cooperation to an investigation of a disruption in the Services.

7.3 Customer will notify Catchphrase at least fourteen (14) days in advance of all expected peaks in or increases in his use of the Services to prevent overloading the Services and/or the networks and systems of Catchphrase's suppliers. Catchphrase does not have any responsibility for any disruption of the Services as a result of a default on the part of Customer to give such prior notice to Catchphrase.

8.1 All of Catchphrase's intellectual property rights in, among other things, Catchphrase content, the Platform, and the Services lie exclusively with Catchphrase or its licensors. All the Customer's intellectual property rights lie solely with the Customer or his licensors. 

8.2 Catchphrase acquires all intellectual property rights, except Customer Details, which remain Customer's property, which arises in the Services framework. These intellectual property rights will be transferred by the Customer to Catchphrase in advance, in anticipation of the time that the intellectual property rights arise. This transfer is hereby accepted by Catchphrase in anticipation of the time the rights occur.

8.3 Customer hereby grants Catchphrase a license to use, reproduce, change, distribute and represent (to Customer and Users) Customer Details, except for employee details insofar as necessary for the provision of the Services.

9.1 Customer will purchase User licenses for the use of the Services. The User licenses are subscription licenses for which the Customer periodically owes subscription fees, as specified in the Order.

9.2 All prices are in euros, unless explicitly otherwise stipulated in the relevant Order.

9.3 Customer will pay all invoices from Catchphrase within thirty (30) days after the invoice date.

9.4 Customer shall not be entitled to invoke any set-off.

9.5 The price for the licenses is determined by the price list for User licenses applicable at that time, as notified by Catchphrase to Customer in writing. Catchphrase is entitled to increase prices yearly, at a minimum with the consumer's price index (CPI).

9.6 Every substantial price increase for User licenses for subsequent extensions will be announced to the Customer at least one (1) month in advance by email.

9.7 In addition to the agreed fees, the Customer will pay all applicable sales, use, and other taxes or charges (excluding taxes levied over Catchphrase's income), which apply to the invoiced amounts and the Services.

9.8 Every amount that has not been received from the Customer on the due date will (except concerning costs in respect of which there is a dispute as to their being reasonable and in good faith) increased by the statutory commercial interest over the outstanding amount per month as of the due date of the relevant payment until the payment date. The Customer will also pay all costs, including reasonable legal costs, which are made to collect payments in arrears.

9.9 If Customer believes that the invoice is incorrect, after presenting the invoice containing the disputed amount, Customer must contact Catchphrase within 14 days after the invoice date and motivate its objections in writing.

9.10 No restitution will take place on paid licenses that are not used during that year. 

10.1 The Term for User licenses starts 6 weeks after the date on which the Order was agreed by both Parties, or an earlier date when the Platform is in use before such date.

10.2 The number of licenses cannot be reduced during the Term. Extra licenses can be purchased.

10.3 If Customer orders additional User licenses after the start of the Term, the Term of these additional User licenses will end on the same date as the date that applies for the User licenses purchased at first instance so that the Term for all User licenses always has the same end date.

10.4 Every Order automatically gets prolonged for one (1) year under the same terms and conditions mentioned in the Order unless Customer or Catchphrase has ended the Order in writing at least two (2) months before the end date of the Order or has submitted a request in writing to amend the Services or the volume thereof.

10.5 Each of the Parties can terminate the agreement and all Orders through written notice, if:

1. the other party has breached an essential condition of an Order and/or of these terms and has not rectified this breach at the latest thirty (30) days after receiving a warning from the non-breaching party in which the violation is precisely described.
   1. Proceedings are instituted by, for, or against the other party under any bankruptcy, insolvency, or debt relief legislation, or
      1. the other party is liquidated or dissolved.

10.6 If Customer or Catchphrase terminates an Order, Customer is obliged to pay the outstanding balance for all Services provided before the termination and shall be refunded for Services not provided after the termination for any cancellation pursuant to Clause 10.5 or Clause 15. Mid-term cancellation of the Order is not possible unless Clause 10.5 or clause 15 is applicable.

10.7 After the effective date when the Term expires or is terminated, for whatever reason, either by Customer or by Catchphrase, Customer's right to use the services and the Platform will immediately cease to exist, while Customer during fifteen (15) days can download Customer Details, insofar as these Customer Details can be downloaded separately from the Platform and are not included therein.

11.1 Catchphrase makes all reasonable efforts to make the Services available to Customer as set out in the Service Description/SLA. However, Catchphrase cannot guarantee uninterrupted or continuous availability or accessibility of the Services or the Services being error-free. Reduced availability can, for example, result from maintenance activities, bugs, errors, internet fall-out, etc. Catchphrase is never liable for damages incurred due to the Services and other applications not being available or accessible or not functioning correctly or at all functioning.

11.2 Catchphrase is not liable for malfunctions of the Services which (i) Users wholly or partly caused, Customer, Customer's equipment or network, other suppliers, or Subcontractors, unless they have been engaged by Catchphrase; or (ii) force majeure, as specified in Clause 15.

11.3 Customer's sole remedy in the event of any malfunction of the Services is limited to the resources Customer has as described in the Service Description/SLA, including any applicable penalty as may apply.

11.4 Catchphrase's total liability ensuing from or in any way connected with the Agreement or the Services will in no event amount to more than the amount or amounts paid by its insurer, increased with the excess Catchphrase bears under this insurance (maximum 2.500.000 per claim). Every other claim for damages, for whatever reason, is excluded unless there is intent or gross negligence on the part of the senior management of Catchphrase.

11.5 Except for infringement by Customer of the provisions in Clause 5 or infringement by a party of the provisions in Clause 15, both parties and their suppliers are in no event liable (a) for indirect, special, criminal, or consequential damage, including, but not limited to, lost profit, operating losses or revenue loss, or (b) to third parties who demand compensation via Customer, not even if Catchphrase was informed in advance of the possibility of such loss.

11.6 Any liability of the shareholders, directors, and managers of Catchphrase and employees, freelancers, and third parties engaged by Catchphrase is explicitly excluded. 

12.1 Catchphrase indemnifies Customer against the reasonable out-of-pocket costs made as a result of an allegation that the technology used to provide the Services (except for Customer Details) infringes a patent, copyright, trademark or manufacturing or business secret and Catchphrase will assist Customer with a court procedure against Customer regarding this allegation or reaching a settlement agreement, provided that: (i) Catchphrase is immediately notified in writing of such claim or lawsuit; (ii) Catchphrase or the person/agency appointed by Catchphrase has the exclusive control over the defense and/or the settlement; and (iii) Customer furnishes all information reasonably possible and provides all cooperation requested by Catchphrase or the person/agency appointed by Catchphrase.

12.2 Insofar the use of the Services is prohibited or can be prohibited as a result of a claim of a third party, Catchphrase can, up to its sole discretion: (i) on behalf of Customer purchase the right to use the Services; (ii) replace the Services with other suitable products; or (iii) transfer the advance amounts paid by Customer for unused Services, provided that Customer opts to extend the cooperation.

12.3 Catchphrase accepts no liability under this paragraph in other respects insofar as a claim or lawsuit is based on:

1. use of the Services in combination with software or computer equipment which has not been delivered by Catchphrase, which use would not have constituted an infringement in the absence of this combination.
   1. Changes in the Services which have not been made by Catchphrase, which use would not have constituted an infringement in the absence of these changes.
      1. Use of the Services which is not in accordance with these terms; or
         1. an act or omission of Customer for which Customer is obliged to indemnify Catchphrase in accordance with Clause 12.4 below.

12.4 Customer indemnifies Catchphrase against, defends Catchphrase against, or at his election will make a settlement for every claim or lawsuit of a third party which is based on a claim ensuing from a failure of Customer to use the Services in accordance with all applicable laws and regulations; or (ii) which is connected with or based on Customer Details. Catchphrase will immediately notify Customer of such claim or lawsuit and will furnish all information and provide all assistance which Customer or the person/agency appointed by him reasonably requests.

13.1 Each of the parties agrees to be subject to a duty of confidentiality in respect of all non-public information of the other party, whether or not in writing, which in the course of the execution of an Order is announced by the other party and for which a party knows or should reasonably know that the announcing party deems it confidential ('confidential information').

13.2 The parties at this moment agree that the confidential information includes the terms and conditions of all Orders and all discussions relating to them. The receiving party may not disclose, use, pass on, furnish any confidential information, or make any confidential information available to an entity, person, or agency, except insofar as such is necessary for the framework of the performance of its obligations under the heading of the relevant contract. It will take all measures that are reasonably necessary and suitable to preserve and protect the confidential information and the parties' respective rights in this respect, whereby they must observe at least a reasonable degree of care.

13.3 Each of the parties agrees to restrict the access to the confidential information of the other party to the employees or agents who require this access to perform the contract, and neither party will make confidential information available to another person or entity without the prior written consent of the other party unless otherwise stipulated.

13.4 Confidential information does not include information which:

1.  at the time of announcement was common knowledge or becomes common knowledge in some way other than due to wrongful act or default of the receiving party; or
   1. the receiving party discloses information to a third party with the explicit written consent of the other party.

13.5 The disclosure of confidential information which is pursuant to the law must be disclosed in conformity with a summons, demand, Order or other judicial or government process, is not deemed an infringement of this paragraph, provided the receiving party immediately notifies the other Party of such summons, Order, etc. so that this party can obtain a prejudgment measure or object to the disclosure in some other way. This does not apply if the authorities determine that Catchphrase is obligated to confidentiality.

13.6 After expiry or termination of the Term, for whatever reason, each of the parties will immediately return, on the written request of the other party, to the other party all copies of the confidential information of the other party or it will destroy such, depending on what the parties agree. All copies, notes, or other derived materials relating to the confidential information, will be immediately retrieved or destroyed, as agreed. Such materials may not be kept or used by the receiving party in any form or for any reason.

14.1 Catchphrase shall comply with the data processing obligations contained in the Catchphrase data processing agreement, as attached in the Appendix to this Agreement.

14.2 The Parties will conclude the Catchphrase data processing agreement, and the Customer is aware of Catchphrase's Privacy Policy content.

14.4 Catchphrase has the right to analyze the data processed with the Services to improve the quality, functionality, reliability, and effectiveness of the Services. This analysis will be executed in a strictly anonymized way whereby no data will be gathered which can be traced to specific persons. Catchphrase will not be permitted to share any data analysis of data processed with the Services with any third party.

15.1 Neither Party, provided that it has complied with the provisions of this Clause 15, shall be in breach of this agreement, nor liable for any failure or delay in performance of its obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control ("Force Majeure"), including any of the following: (a) Acts of God, including flood, earthquake, windstorm, pandemic, epidemic, outbreak, national or global crises or other natural disaster; (b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; (c) terrorist attack, civil war, civil commotion or riots; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (f) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or accidental damage; (g) loss at sea; (h) extreme adverse weather conditions; (i) collapse of building structures, failure of plant machinery, machinery, computers or vehicles; (j) strikes, industrial action or lockouts; (k) non-performance by subcontractors; and (l) interruption or failure of utility service, including but not limited to electric power, gas or water. Notwithstanding the foregoing, no event of Force Majeure shall relieve Customer from its obligation to make payment for the Services already delivered hereunder.

15.2 The affected Party shall promptly notify the other party in writing the cause of the delay or non-performance and the likely duration thereof. If performance is not resumed within sixty (60) days after that notice period, each party may terminate this agreement immediately by written notice to the other party.

16.1 The general terms and conditions of the Customer are hereby explicitly excluded.

16.2 If any of the provisions in this agreement is declared fully or partially null and void or otherwise not binding, the validity of the remaining provisions shall remain unimpaired. The Parties shall immediately enter consultations on finding a solution according to the spirit of this agreement. That is as much as possible in conjunction with provisions of the provision declared null and void or invalid.

16.3 This Agreement shall be amended or altered only by a written agreement signed by the Parties' authorized representatives.

16.4 The failure to exercise or delay exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy under this agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

16.5 The rights and remedies contained in this agreement are cumulative and not exclusive of any rights or remedies provided by applicable laws.

16.6 This Agreement supersedes all prior agreements or arrangements between the Parties unless the parties explicitly state otherwise in writing.

16.7 Each of the Parties shall be responsible for the costs of its respective professional advisers and agents concerning the preparation, negotiation, execution, and implementation of this agreement.

17.1 The Agreement, all Orders, and any Proposal shall be governed by and construed following the laws of the Netherlands. The UN Convention on Contracts for the International Sale of Goods ('CISG') is expressly excluded.

17.2 Any dispute or claim arising out of or in connection with the Agreement or an Order, or the breach, termination, or invalidity thereof, will be submitted exclusively to the competent court in Amsterdam, the Netherlands unless Catchphrase chooses to bring a dispute before the competent court of the country where Customer is established.