Terms and conditions

These terms are a translation of the Dutch original. In the event of any discrepancy, the Dutch version prevails.

1. Who we are and what these terms cover

1.1 These terms apply to all offers and agreements of Van Croonenburg IT-Consultancy B.V., trading as AureaDesk, established at Oude Apeldoornseweg 45 – 067, 7333 NR Apeldoorn, the Netherlands, registered with the Dutch Chamber of Commerce under number 99307596, VAT number NL868926243B01, email sales@aureadesk.com (hereinafter: we), relating to the AureaDesk service. We supply AureaDesk exclusively to businesses and organisations, not to consumers. Deviations apply only where agreed in writing. The customer's purchasing conditions do not apply unless we have expressly accepted them in writing.

1.2 Our quotations are without obligation and valid for thirty days, unless stated otherwise; we may still revoke a quotation without delay after its acceptance. Obvious mistakes and clerical errors in a quotation do not bind us. An agreement is concluded when both parties sign the subscription agreement, or when the customer accepts our quotation in writing and we confirm this in writing; without that signature or confirmation we are not bound. Signing with an electronic signature and acceptance by email count as in writing.

1.3 The agreement consists of the subscription agreement, these terms, the data processing agreement and the service level agreement (SLA). In the event of conflict, the order of precedence set out in the subscription agreement applies; for the processing of personal data the data processing agreement always prevails.

1.4 Articles 6:227b(1) and 6:227c of the Dutch Civil Code (Burgerlijk Wetboek) do not apply between us and the customer. These terms are provided as a PDF before or at the conclusion of the agreement and can always be consulted and saved at aureadesk.com/en/terms.

1.5 If a provision of these terms is void or is annulled, the remaining provisions remain in force and the affected provision is replaced by a valid provision that comes as close as possible to its intent.

1.6 Our records and the log files of the service, including the recording of accounts, sign-ins, messages sent, disruptions and support requests, serve between the parties as full evidence of the facts recorded in them, subject to proof to the contrary to be provided by the customer.

1.7 In these terms, our director means our director under the articles of association (statutair bestuurder) and every natural person who, directly or through one or more legal entities, is our director (indirect director, middellijk bestuurder), also if that person held that position only at the time of the event on which a claim is based. Where a provision concerns the inability to act of our director (Article 6.9), the natural person is meant. Where a provision limits or excludes liability, gives an indemnity or contains a third-party clause (Articles 4.6 and 9.10), both are meant. This description creates no obligations for them toward the customer.

2. What the service is

AureaDesk is a web application that reads data from the customer's TOPdesk environment and presents it in a dashboard and reports. The service is delivered as a subscription, with an environment on its own subdomain. Which modules are included follows from the package description attached to the quotation or the subscription agreement or, in the absence of such a description, from the package description on the website as it read on the date of the quotation. Other statements on the website do not form part of the agreement.

AureaDesk only reads data from TOPdesk and writes nothing back. We are not affiliated with TOPdesk B.V.; TOPdesk is a trademark of that company.

AureaDesk retrieves the data through the TOPdesk API continuously and automatically, also outside office hours and also when nobody has the dashboard open, and so keeps the dashboard up to date. How many calls retrieval costs depends on the size of the customer's TOPdesk environment and on the speed of the TOPdesk API. The dashboard shows the most recently retrieved data. We may adjust the manner of retrieval, also per environment, among other things to spare the customer's TOPdesk environment or the service for other customers; such an adjustment is not a change to an essential feature. If, as a result of such an adjustment, we permanently retrieve a customer's data less often, we inform the customer administrator.

We develop AureaDesk continuously. We may change, extend and improve the service, including its design, views, reports and technical set-up, as long as the core functionality of the package taken (reading and displaying the TOPdesk data in the dashboard and reports) is preserved. During a current term, we do not move a feature that was part of the customer's package when the agreement was entered into to a higher package for that customer; for that customer such a move takes effect at the earliest at the start of a new term. We announce in writing, at least three months in advance, the discontinuation of a module or of an essential feature without an equivalent replacement and the move of an essential feature to a higher package. If such a change affects a module for which the customer pays a separate fee, the customer may terminate the agreement for that module. If such a change affects another module or an essential feature of the customer's package, the customer may terminate the agreement. The customer gives notice of termination in writing, no later than the date on which the change takes effect and with effect from that date, including within a current term; we refund a fee paid in advance for the period thereafter on a pro rata basis. That right of termination is the customer's sole right in respect of such a change. If TOPdesk B.V. changes its API, its terms or its licensing model in such a way that a part of the service can no longer be delivered, we make reasonable efforts to adapt that part within a reasonable period; if this does not succeed within ninety days, either party may terminate the agreement for that part in writing without liability for damages. If a separate fee has been agreed for that part, that fee ceases to be payable from the termination; in other cases we determine the reduction of the fee reasonably on the basis of the share of that part in the package.

AureaDesk is not a backup, archive or replacement of the TOPdesk environment. The customer's TOPdesk environment is and remains the source of the data displayed. The history that AureaDesk itself builds up (such as timelines and snapshots) starts from the moment of connection and exists only for the period in which the connection works. To the extent that AureaDesk builds up a history itself, that history records what AureaDesk observes when retrieving; a point in time in that history may be the time of the observation, and what changes between two retrievals and changes back again is not included. A route or status timeline that AureaDesk reads from the TOPdesk reporting connection comes from the card history of the customer's own TOPdesk environment; which components require that connection and which right the customer grants for it is stated in the package description and the subscription agreement. We do not erase that history on the basis of age for as long as the agreement runs. An exception applies to the data for which the data processing agreement states a period in days or months. We erase that data automatically after that period. We have set up a daily, automated backup of the database of the customer environment, with a retention period of thirty days. When restoring from a backup, part of the history, settings and logs built up by AureaDesk may be lost; the values the SLA states for this are target values and not a guarantee. Data that has been changed or deleted in TOPdesk is not restored in AureaDesk. The customer itself exports in good time whatever it wishes to keep.

AureaDesk does not contain an AI system within the meaning of the AI Act (Regulation (EU) 2024/1689). All figures, signals, outlooks and cards are calculations using fixed, documented rules applied to the data from TOPdesk; there is no self-learning model and AureaDesk does not take automated decisions within the meaning of Article 22 of the GDPR. An assessment of an employee on the basis of the figures displayed is a human decision of the customer; whether and how the customer uses the figures per operator for that purpose is for the customer itself to determine (Article 4.8). If we add a feature containing an AI system in the future, we announce this in advance as a change to the service and describe which data that feature processes.

3. Right of use

3.1 For the duration of the agreement the customer receives a non-exclusive, non-transferable right to use AureaDesk within its own organisation. It is not permitted to copy, rent out or resell the application or parts of it, or to make it available to third parties. All intellectual property rights in AureaDesk rest with Van Croonenburg IT-Consultancy B.V.

3.2 The number of user accounts depends on the package taken: Standard ten and Pro twenty users, plus the users the customer has purchased additionally under Article 3.2c; Enterprise forty users, plus the additional users agreed in the subscription agreement. A user is a personal account in the name of an employee of the customer; an additional user is such an account on top of the number of the package and confers no other right. Read-only wallboard sign-ins for a screen in a team room do not count as a user. Every existing account counts towards the maximum, including a blocked account; a deleted account does not. The service does not allow more accounts to be created than the maximum so determined.

3.2a A package applies to one TOPdesk environment of the customer. For a second or further TOPdesk environment of the same legal entity, for more users than the Pro package together with the additional users under Article 3.2c allows, and for a TOPdesk environment that according to the intake requires its own virtual server, the Enterprise arrangements laid down in the subscription agreement apply. A TOPdesk environment of a different legal entity requires a separate agreement and a separate data processing agreement with that legal entity.

3.2b The customer may at any time switch to a higher package, purchase additional users (Article 3.2c) or add a module in writing; the higher fee takes effect on the first day of the calendar month following our written confirmation and, where payment has been made in advance, is invoiced additionally on a pro rata basis. Switching to a lower package, reducing additional users or ending a module is possible with effect from the end of the current term, subject to an advance notice period of two months (Article 6.2); where a year has been paid in advance, we settle the difference for the remaining full calendar months in the manner set out in Article 6.4. A change of package does not extend or shorten the term. When switching to a lower package or reducing additional users, the customer itself removes the accounts above the new maximum beforehand; if it does not, we may block the accounts above that maximum, starting with the most recently created ones, until the customer itself has indicated which accounts are to lapse.

3.2c For Standard and Pro, the customer may purchase additional users on top of the number included in the package under Article 3.2, up to a total of no more than nineteen users for Standard and fifty for Pro; a customer that needs more users switches to a higher package (Article 3.2b) or, above the maximum of Pro, to the Enterprise arrangements of Article 3.2a. For Enterprise, users above forty are agreed in the subscription agreement and the other provisions of this Article apply to them in the same way. We confirm the number in writing and then adjust the maximum in the licence. The fee per additional user per month is stated in the subscription agreement. For additional users already agreed when the agreement is entered into, it is payable from the day on which the subscription fee becomes payable; for users purchased later, from the first day of the calendar month following our confirmation. It follows Article 5 for payment, the discount for payment in advance and changes. When switching to a higher package, the additional users are absorbed into the number of that package and the fee for them lapses from the effective date of the higher package. Additional users are not a separate service but an extension of the package: they end with the agreement, including on switching or a request for erasure under Article 6a, have no term of their own, can only be reduced in the manner of Article 3.2b, have no termination fee of their own, and the fee for them falls under Article 6.3 in the same way as the package rate.

3.3 The right of use covers use of the service via the web interface, the exports and the reports, for the customer's own business operations. The customer is not permitted: (a) to decompile, disassemble or otherwise reverse engineer the software, except to the extent mandatory law permits this; (b) to read out, query or copy the service by automated means other than through the export functions we offer; (c) to circumvent or test security, licence or user restrictions, including penetration testing, without our prior written consent; (d) to use the service to offer services to third parties or to develop a competing product. The prohibition on copying the application relates to the software, not to exports.

3.4 All intellectual property rights in AureaDesk, including the software, the design, the report and export templates, the documentation and the databases contained in it, rest exclusively with Van Croonenburg IT-Consultancy B.V. or its licensors. Nothing in the agreement transfers any such right.

3.5 The rights in the data from the customer's TOPdesk environment, in the history and the audit log that AureaDesk builds from it for the customer, and in the content of exported reports remain with the customer; any database right in those collections belongs to the customer. We acquire no right in that data other than the right to process it for the performance of the agreement, in accordance with the data processing agreement. The customer may freely use, edit and share exported reports, including outside its own organisation; the design and the templates of those reports remain ours, but we do not invoke this against such use. We may use technical usage data about the operation and use of the service (such as which features are used, performance and error messages), without data from TOPdesk and without data of individual users, for managing and improving the service.

3.6 We may use suggestions and proposals for improvement made by the customer or its users about the service freely and without compensation, without being obliged to name the source.

4. What we need from the customer

4.1 To connect, the customer provides an application password for a TOPdesk operator with the required read rights. The customer is responsible for holding a valid TOPdesk licence and for the accuracy of the data in its own environment. If the customer's TOPdesk licence does not include a particular module, the corresponding part of AureaDesk stays empty; this does not constitute a failure.

4.2 The connection account is a separate operator in TOPdesk with API access and read-only rights to the modules the customer wishes to use in AureaDesk. The customer keeps that account and the application password restricted to that purpose, changes the password at our request or where misuse is suspected, and revokes it at the end of the agreement. If the customer grants the connection account more than read rights, this is at the customer's own risk; AureaDesk never writes data to TOPdesk.

4.3 The customer is responsible for the use of the service by its users and for any use made with the login details of its users, with wallboard sign-ins it has created or with integrations (webhooks) it has specified. Accounts are personal and are not shared. The customer ensures that users keep their login details secret, designates at least one administrator, keeps the contact details of the administrator and of the contact person for invoices up to date, and itself removes accounts of departed employees in the admin panel.

4.4 The customer itself determines to which recipients reports and signals are sent and what information they contain, and is responsible for the lawfulness of that sending, in particular to recipients outside its own organisation.

4.5 The customer warrants that it is authorised to give us access to its TOPdesk environment, that this does not infringe the licence terms of TOPdesk B.V. or the rights of third parties, and that the data in its TOPdesk environment has been lawfully collected and processed. This article does not concern the number of calls AureaDesk makes.

4.6 The customer indemnifies (vrijwaart) us, our director and the auxiliary persons (hulppersonen) engaged by us against claims of third parties, including data subjects, employees and employee representative bodies of the customer, TOPdesk B.V. and supervisory authorities, relating to the content or the lawfulness of the data in the customer's TOPdesk environment, to use of the service by the customer or its users in breach of the agreement, to the customer's use of the key figures per operator and the audit log (Article 4.8), or to the recipients of reports and signals specified by the customer, except to the extent that the claim results from a failure attributable to us. The indemnity covers the damage and the reasonable costs of defense and legal assistance. We inform the customer of such a claim as soon as possible. For the processing of personal data the data processing agreement prevails.

4.7 Using AureaDesk requires a TOPdesk SaaS environment with API access and a current version of a commonly used browser. The customer itself provides its equipment, browser and internet connection.

4.8 AureaDesk displays key figures per operator and records who has done and viewed what in the dashboard. As an employer, the customer is responsible for ensuring that this use complies with employment law and employee participation rules, including any right of consent of the works council, and that its employees have been informed about it in advance. On request we provide a description of the service for that purpose.

4.9 The customer provides, in good time, all cooperation and all data and access that we reasonably need to deliver the service, including a working connection account. If the customer fails to perform an obligation under this article, or fails to do so in time or properly, the delay and the other consequences of this are for its account, we may suspend (opschorten) the performance of our related obligations, and the fee remains payable. A part of the service that does not work or does not work fully as a result does not constitute a failure on our part. Additional work that results from this and is not covered by the free-of-charge connection under the subscription agreement may be charged by us, after prior written notification of the expected effort, at the hourly rate stated in the subscription agreement, unless the customer informs us in writing after that notification that it does not want the work to be done; in that case we are not required to carry it out.

4.10 The customer configures the service itself. Settings chosen by the customer or its users, including roles and rights of users, filters, KPI targets, signal thresholds, scheduled reports, recipients, integrations (webhooks), wallboard sign-ins and the retention period of the audit log, and the consequences of those settings, are at the customer's own risk. Alerts and scheduled reports are an aid and do not replace the customer's own monitoring in TOPdesk. The customer reports any suspicion of misuse or loss of login details, of a wallboard sign-in or of the connection account without delay to servicedesk@aureadesk.com and itself immediately takes the measures within its reach, such as blocking the account or revoking the application password.

4.11 Before connection, the customer provides us with the information about the size and set-up of its TOPdesk environment that we ask for, and thereafter again at our request. It notifies us in advance of an intervention that materially changes the size at once, such as a migration, the merging of environments or the restoring of archived cards. The customer manages the size of its TOPdesk environment itself, including the archiving of cards. Through the rights of the connection account it determines which data AureaDesk can retrieve. The customer ensures that the administrator of its TOPdesk environment knows that AureaDesk reads that environment continuously through the API. It notifies us in advance of the limits on the API or on the connection account that it sets itself or that are known to it from TOPdesk B.V. To the extent that the time retrieval takes or the completeness of the retrieved data results from that size, those rights or those limits, this is not a failure on our part. For a TOPdesk environment above the limits of Article 2a.1 of the subscription agreement, the dashboard is designed for use on a computer with an up-to-date browser; use on a phone or tablet is not committed to at that size, even if the website or the documentation mentions use on a phone in general.

5. Prices and payment

Prices apply per organisation and exclude VAT; the fee for additional users (Article 3.2c) applies per user. Where these terms refer to the subscription fee or the fee for the service, this includes the fee for modules and for additional users. Payment is made monthly or in a single payment for the full year, as agreed; paying the full year in advance carries a 5% discount on the package rate, on the fee for an optional module and on the fee for additional users. Invoicing takes place in advance, per period as agreed. The payment term is thirty days from the invoice date. If the customer does not pay within the payment term, it is in default (verzuim) without any further notice of default (ingebrekestelling) being required. We may then charge statutory commercial interest (wettelijke handelsrente, Article 6:119a or 6:119b of the Dutch Civil Code) and extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of 40 euros. If payment is still not made after a written reminder setting a term of fourteen days, we may suspend access to the service until payment has been made in full.

We may adjust the rates once per calendar year, as of 1 January and no earlier than twelve months after the commencement date, by no more than the annual change, as most recently published by Statistics Netherlands (CBS) at the time of the announcement, in the services producer price index (commercial services and transport) or, if that index is no longer published, in the consumer price index, all households, plus two percentage points. We announce such an indexation in writing at least one month in advance, stating the index used, and it does not give a right to terminate. We announce an increase above that maximum in writing at least two months in advance; in that case the customer may terminate the agreement in writing with effect from the date the increase takes effect, including within a current term.

We send invoices by email to the invoice address specified by the customer. The customer reports objections to an invoice in writing, stating reasons, within fourteen days of the invoice date; after that the invoice is deemed to have been accepted, except for obvious calculation errors. The objection does not suspend the payment obligation. The customer may not suspend payments or set them off against claims on us, unless we have acknowledged that claim in writing or it has been established in court. If the customer is in default with the payment of an invoice, all our other claims on the customer become immediately due and payable. Payments are applied first to the costs, then to the interest due and then to the oldest outstanding invoice, even if the customer designates a different order. If we have well-founded reasons to doubt the customer's creditworthiness, we may require payment in advance or other appropriate security before we deliver (or continue to deliver) the service.

6. Duration, renewal and termination

6.1 The agreement commences on the commencement date determined in the subscription agreement and has an initial term of twelve months, counted from the day on which the fee becomes payable. After the end of each term the agreement is tacitly renewed for twelve months, unless either party has terminated it in accordance with Article 6.2.

6.2 Either party may terminate the agreement in writing with effect from the end of the current term, subject to a notice period of two months; the notice must therefore have reached the other party no later than two months before the end date. We remind the customer by email of the end date and the notice period at least three months before each end date; the absence of that reminder does not affect the renewal.

6.3 If the agreement ends before the end of the current term through termination for cause (ontbinding) under Article 12.2 or 12.3 on account of a circumstance on the customer's side, or because the customer switches or has its data erased as referred to in Article 6a, the fee for the remaining months of the current term remains payable. In the case of a switch or a request for erasure, this is the only charge we make for the early termination; we do not charge switching charges. In the case of termination for cause on account of a failure by the customer, this paragraph does not affect our right to compensation for further damage. This paragraph does not apply where the customer terminates on the basis of a right of early termination expressly granted to it by these terms, the subscription agreement or the SLA.

6.4 If the customer pays a year in advance, the payment period coincides with the current term of twelve months. If the agreement ends within a year paid in advance on the basis of a right of early termination expressly granted to the customer by these terms, the subscription agreement or the SLA, we refund the amount paid in advance for the remaining full calendar months, less the 5% discount enjoyed over the months that were used.

6.5 The chosen method of payment, monthly or the full year in advance, does not affect the term.

6.6 Where these terms say "in writing", this includes email. Notice of termination by the customer is addressed to sales@aureadesk.com, unless the subscription agreement specifies a different address for this, and takes effect from the day on which it has reached us; the customer bears the burden of proving receipt. We confirm receipt as soon as possible; the absence of a confirmation does not affect the validity of the notice of termination. Notice of termination by us is addressed to the email address the customer has specified for notices in the subscription agreement. The customer warrants that that address works and is read; non-receipt due to an incorrect or no longer used address is at its risk.

6.7 If the customer's environment is entirely unreachable for all users of the customer for more than thirty consecutive days due to a cause not attributable to the customer, to the TOPdesk environment, the TOPdesk API or the customer's infrastructure, the customer may terminate the agreement in writing with immediate effect; we refund amounts paid in advance for the period thereafter on a pro rata basis. Article 12.2 applies to bankruptcy and suspension of payments.

6.8 A refund provided for in these terms, the subscription agreement, the data processing agreement or the SLA is calculated by us in the manner stated in the relevant provision over the period after the date on which the agreement or the part concerned ends, or over the period stated in the provision itself. We may set off the refund against everything the customer still owes us at that time and pay the balance within thirty days after the right to the refund has arisen; no interest is payable over that period. Other than in those cases and in the cases in which the law requires it, we do not refund amounts paid in advance.

6.9 If we discontinue the AureaDesk service for all our customers, for example because we cease our business, because our director or another key person on whom the service depends is unable to act for a prolonged period or because continuing the service is no longer commercially justifiable, we may terminate the agreement in writing, including within a current term, with effect from the end of a calendar month and subject to a notice period of at least three months. Article 6a (export, transitional period, retrieval period and erasure) then continues to apply, the fee for the period after the end date is not payable and we refund an amount paid in advance for that period on a pro rata basis. We are not liable for any other payment or for compensation on account of this termination.

6a. Switching to another service, export and erasure

AureaDesk is a data processing service within the meaning of Article 2(8) of Regulation (EU) 2023/2854 (Data Act). The following therefore applies in addition to Article 6.

6a.1 The customer may notify us in writing at any time that it wishes to switch to another service or to its own infrastructure, or that it wishes to have its data erased after the end of the agreement. A notice of termination also counts as such a notification. The period between that notification and the start of the switching process is no more than two months. A current term does not prevent switching; the fee for the remaining months of the current term then remains payable (Article 6.3).

6a.2 After that period, if the customer has requested this in its notification or in writing no later than one month before the end of that period, a transitional period of thirty calendar days begins. During the transitional period the service remains available at the regular fee on a pro rata basis, we provide the customer and third parties authorised by it with reasonable assistance with the switch and with the customer's exit strategy, including by providing the information about the service that is relevant for that purpose, we maintain the security and continuity of the service, and we inform the customer of known risks to continuity. If the transitional period of thirty days is technically unfeasible, we report this within fourteen working days of the customer's notification, stating the reasons and an alternative period of no more than seven months. The customer may extend the transitional period once by a period it considers appropriate.

6a.3 After the end date of the agreement the exportable data remains available on request, free of charge, during a retrieval period of thirty calendar days. After the retrieval period we erase the customer environment and all customer data stored in it in accordance with the data processing agreement. If the customer confirms in writing earlier that everything has been retrieved, we erase earlier.

6a.4 If the customer has requested a transitional period, the agreement ends on completion of the switch, of which the customer notifies us in writing, and otherwise at the end of the transitional period. If the customer has not requested a transitional period or has requested erasure of its data, the agreement ends at the end of the period referred to in 6a.1 or, in the case of a notice of termination, on the date with effect from which notice was given. The retrieval period and the erasure follow thereafter. We confirm the end of the agreement and the end date to the customer in writing.

6a.5 The exportable data is, exhaustively: (a) the data that AureaDesk reads from the customer's TOPdesk environment; this remains in TOPdesk with the customer itself and is not supplied by us as a separate copy; (b) the history built up locally by AureaDesk, to the extent that AureaDesk keeps it itself: route and status timelines of incidents and changes, recorded changes of job title and department of operators, daily backlog snapshots, daily key figures per operator group, monthly totals of customer satisfaction ratings per operator group and the first-seen dates of assets; (c) the settings of the environment: user accounts (name, email address, role, language), saved filter sets, KPI targets, signals and scheduled reports with their recipients, wallboard sign-ins (without the token), the domain list, the settings of the automatic email messages, the retention period of the audit log, the dismissed review items (operators to be reviewed), and the login history of users over the last ninety days (time and IP address); (d) the audit log. The customer exports (a) itself at any time during the term as Word, PowerPoint or PDF from the dashboard, to the extent the chosen package includes those formats, and (d) itself as CSV or JSON from the admin panel; we supply (b) and (c), and on request also (d), upon written request within ten working days as CSV and JSON, in a structured, commonly used and machine-readable format (Article 30(5) Data Act). A description of the file formats and of the way to export is available at aureadesk.com/en/switching (Article 26 Data Act). Not exportable are: the software, configuration and templates of AureaDesk, the database files themselves, encryption keys, passwords and two-step verification secrets, the TOPdesk connection credentials and our other trade secrets (Article 25(2)(f) Data Act).

6a.6 We do not charge switching charges for a switch, nor for the export under 6a.5. On termination before the end of the current term, the fee for the remaining months remains payable (Article 6.3); that is the only charge for early termination.

6a.7 The customer cooperates in good faith with a switch (Article 27 Data Act).

6a.8 The jurisdiction to which our infrastructure is subject and the measures we take against access by governments from outside the European Union are set out at aureadesk.com/en/switching. That page is the statement referred to in Article 28 Data Act; we keep it up to date.

6a.9 The provisions of this article do not apply to the demo environment (Article 6b), because it is a shared environment with sample data, without customer data.

6a.10 The assistance and the export under this article cover what the Data Act requires of us: the supply of the exportable data in the formats stated in 6a.5, once at a time to be chosen by the customer during the transitional period or the retrieval period and, where necessary, one supplement with the data that was missing from that supply or has come into existence since, together with the description of the file formats, and answering reasonable questions about this from the customer or from a third party designated by the customer. Work that falls outside this, such as conversion to another format, importing or configuring at the new service, repeated or interim custom exports and consultation with the new provider that goes beyond explaining the file formats, is carried out by us only on written instruction at the hourly rate stated in the subscription agreement. These are not switching charges, because the Data Act does not prescribe that work. This paragraph does not limit what the Data Act or the data processing agreement mandatorily requires of us.

6a.11 The period of ten working days in 6a.5 is extended by the duration of an absence announced in advance as referred to in the SLA, on the understanding that we always supply within the transitional period or, if no transitional period has been requested, within thirty calendar days of the request.

6a.12 On request we provide the information about the service that is relevant to the customer's exit strategy, including the description at aureadesk.com/en/switching, to the customer and third parties authorised by it outside the transitional period as well. 6a.10 applies to the provision of that information.

6b. Demo environment

6b.1 The demo environment at demo.aureadesk.com is a shared environment with sample data that we manage, intended solely for viewing AureaDesk. Access is free and without obligation, may be withdrawn by us at any time, and gives no right to support, availability or any other service. Entering or connecting one's own data or third-party data in the demo environment is not permitted; anyone who does so nevertheless bears the consequences themselves. Use of the demo environment is at the user's own risk; our liability for it is excluded, except in the event of intent, deliberate recklessness or gross negligence (opzet, bewuste roekeloosheid of grove nalatigheid) on our part or on the part of our management (bedrijfsleiding) and except to the extent that mandatory law does not permit an exclusion.

6b.2 The demo environment is a non-production version for viewing AureaDesk during a limited period. The obligations of Chapter VI of the Data Act on switching do not apply to it; we hereby inform the customer of this in advance.

7. Availability, maintenance and support

7.1 We make reasonable efforts to keep the service available in accordance with the AureaDesk Service Level Agreement (SLA) attached as an annex to the subscription agreement. The SLA is the separate arrangement on availability and response times referred to in this article. Outside the SLA we do not guarantee uninterrupted availability; the service is delivered on the basis of an obligation to use reasonable efforts (inspanningsverplichting). The SLA does not provide for financial compensation if a target is not met, unless agreed otherwise in the subscription agreement, and governs the consequences of not meeting a target exhaustively.

7.2 We announce planned maintenance in advance via status.aureadesk.com and, where consequences for the customer are expected, by email, and carry it out outside office hours as far as possible. Urgent maintenance that is necessary for the security or continuity of the service or to prevent data loss may be carried out without prior announcement; we report this afterwards on status.aureadesk.com.

7.3 Disruptions or limitations at TOPdesk or in the TOPdesk API, in the customer's internet connection, equipment or browser, or resulting from changes the customer makes to its TOPdesk environment or the connection account, fall outside our responsibility and outside the availability target. The same applies to the time retrieval takes because of the size of the customer's TOPdesk environment, the response time of the TOPdesk API or limits that the customer or TOPdesk B.V. sets on the API or on the connection account. Where such limits apply, we adapt the retrieval to them and AureaDesk shows the data retrieved within those limits. This is not a failure on our part.

7.4 Support is provided on working days via servicedesk@aureadesk.com, in accordance with the SLA. Support covers the use of AureaDesk, including help with connecting AureaDesk to the customer's TOPdesk environment; that connection is free of charge (subscription agreement, Article 3.4). Advice on or configuration of the customer's TOPdesk environment itself, the preparation of custom reports and additional training fall outside the subscription and may be agreed separately.

7.5 We deliver the service with the care of a good contractor (goed opdrachtnemer), but we do not warrant that the service works without errors or interruptions, that every error is corrected, that the service is fit for a purpose of the customer that has not been expressly agreed in writing, or that signals, scheduled reports and other emails or integration messages always reach the recipient, in full and in time. The figures, signals and outlooks follow from the most recently retrieved data as supplied by the TOPdesk API and from the customer's settings. We do not warrant that they reflect the current state in TOPdesk at every moment. The customer reports errors in the service to the service desk; we handle these in accordance with the SLA. Statements on the website, in brochures, in the User Guide, in demonstrations and in the demo environment are information and not a commitment or warranty, unless the subscription agreement or these terms expressly refer to them.

7.6 Support is intended for the administrator and the contact persons of the customer; the customer itself first handles questions from its other users. Completing questionnaires, supplier assessments and risk analyses of the customer, participating in meetings and audits, and support that manifestly exceeds the usual scope fall outside the subscription to the extent they go beyond providing our standard documentation, including the supplier statement and Annex 2 to the data processing agreement. We carry out such work only after prior notification of the expected effort and on the customer's written instruction, as additional services at the hourly rate stated in the subscription agreement. Assistance with the processing of personal data, including audits under the data processing agreement, is governed exclusively by the arrangements in the data processing agreement.

8. Data and privacy

8.1 When processing personal data from the customer's TOPdesk environment, the customer is the controller and we are the processor. The parties conclude the data processing agreement for this before the connection with the TOPdesk environment is made; without a signed data processing agreement we do not make a connection. In the event of conflict, the data processing agreement prevails over these terms insofar as the processing of personal data is concerned, and it governs our liability for that processing; the limitations in Article 9 and in the data processing agreement do not apply cumulatively.

8.2 For the data we process for our own customer, licence and invoicing administration (contact details of the customer, licence data, invoices) we are ourselves the controller. Our privacy statement at aureadesk.com/en/privacy describes that processing.

8.3 At the time the agreement is concluded, the customer environment, the database and the backups of these are hosted in the Netherlands. We may move the hosting to another provider or location within the European Union, after we have announced this in accordance with the arrangements for sub-processors in the data processing agreement. In addition, an encrypted copy of the backups may be kept with a provider established in the European Union that has been announced as a sub-processor in accordance with the data processing agreement. We do not transfer the customer's data to countries outside the European Union, except in the cases mentioned in the data processing agreement.

8.4 At the end of the agreement, export and erasure take place in accordance with Article 6a and the data processing agreement. After the retrieval period we have no obligation to retain the customer's data, and after erasure we can no longer supply an export. After that we retain only our own customer, licence and invoicing administration; the infrastructure backups of our hosting provider described in the data processing agreement may still contain the data until they are automatically overwritten on a fixed schedule.

9. Liability

9.1 Our liability for damage, on any legal ground whatsoever, is limited per event to compensation for direct damage up to a maximum of the total of the fees (excluding VAT) payable by the customer for the service over the twelve months preceding the event causing the damage. If the agreement has at that time been running for less than twelve months, twelve times the monthly fee applicable at that time applies. A series of connected events counts as one event. Our total liability per calendar year is, regardless of the number of events, limited to twice that amount.

9.2 Direct damage means exclusively: (a) the reasonable costs the customer has to incur to have our performance conform to the agreement after all, unless the agreement has been terminated for cause; (b) the reasonable costs of determining the cause and the extent of the damage; (c) the reasonable costs of preventing or limiting damage, to the extent the customer demonstrates that these costs have led to a limitation of direct damage.

9.3 Liability for damage other than direct damage is excluded, including lost profit, missed savings, business interruption, reduced goodwill, damage resulting from decisions taken on the basis of the presentation in AureaDesk, claims of third parties, and damage resulting from loss, corruption or inaccuracy of data whose source rests with the customer itself, including the TOPdesk environment.

9.4 The limitations in this article do not apply in the event of intent, deliberate recklessness or gross negligence on our part or on the part of our management, nor to the extent that mandatory law, including Article 13 of Regulation (EU) 2023/2854 (Data Act) and Article 82 of the GDPR, does not permit a limitation; in that case the limitation remains in full force for the remainder.

9.5 A right to compensation arises only if the customer reports the failure to us in writing, stating reasons, without delay and no later than thirty days after discovery, and gives us a reasonable period to perform after all, unless performance is permanently impossible. Any claim for compensation lapses (vervalt) twelve months after the customer became aware of the damage or could reasonably have been aware of it, unless the claim has been submitted to us in writing within that period. A claim submitted in time nevertheless lapses if it has not been brought before the court within twelve months after its submission, unless the parties have agreed a longer period in writing.

9.6 AureaDesk displays data from TOPdesk. The customer itself remains responsible for decisions taken on the basis of that presentation and for the accuracy and completeness of the data in its own TOPdesk environment.

9.7 Our liability for the processing of personal data as processor is governed exclusively by Article 11 of the data processing agreement, with the limitation, notification periods and lapse periods stated there. That limitation and the limitation in this article do not apply cumulatively: for an event that falls under both, the highest applicable cap applies once.

9.8 We hold professional liability insurance and make reasonable efforts to maintain it for the duration of the agreement, for as long as it is available on reasonable terms. On request we provide the name of the insurer and the geographical coverage of the policy. If the insurance lapses, we notify the customer. The insurance, the insured amount and the amount of any payout do not determine the extent of our liability.

9.9 Our management means our director under the articles of association (statutair bestuurder) and those who are actually charged with the management of the business. Intent, deliberate recklessness or gross negligence on the part of third parties engaged by us and of auxiliary persons (hulppersonen) who do not form part of our management does not cause the limitations in this article to lapse, unless mandatory law so requires.

9.10 Only the customer can derive rights against us from the agreement; users, group companies and other third parties cannot, subject to mandatory law. The customer brings claims in connection with the agreement exclusively against Van Croonenburg IT-Consultancy B.V. and not personally against its director, its employees or the third parties engaged by it, except in the event of intent or deliberate recklessness on the part of the person against whom the claim is brought. This article and the other limitations and exclusions in the agreement are also stipulated for the benefit of our director, our employees and the third parties engaged by us, including a substitute designated for our continuity; they may rely on them directly (Article 6:253 of the Dutch Civil Code). This article and Article 4.6 are irrevocable third-party clauses without consideration (onherroepelijk derdenbeding om niet) within the meaning of Article 6:253(4) of the Dutch Civil Code. Any claim of the customer against us other than a claim for compensation lapses twelve months after the customer became aware, or could reasonably have been aware, of the facts on which the claim is based, unless it has been submitted to us in writing within that period and except to the extent that mandatory law does not permit this; claims for compensation are governed by Article 9.5.

10. Governing law, disputes and language

10.1 Dutch law applies to these terms and to all agreements. The Vienna Sales Convention (CISG) does not apply.

10.2 The customer may address a complaint about the service or about our services to servicedesk@aureadesk.com; we respond as soon as possible, as a rule within ten working days. The parties first try to resolve a dispute by mutual consultation. This does not preclude collection measures for an undisputed, due and payable invoice or urgent measures.

10.3 Disputes that are not resolved by mutual consultation are submitted to the District Court of Gelderland (rechtbank Gelderland), the Netherlands, unless mandatory law provides otherwise.

10.4 These terms have been drawn up in Dutch. Translations are for information; in the event of any difference between the Dutch text and a translation, the Dutch text is binding.

11. Force majeure

11.1 We are not obliged to perform any obligation if we are prevented from doing so by force majeure (overmacht). Force majeure in any case includes, also where the circumstance occurs at a third party engaged by us: disruptions, delays, request limits or unavailability of the customer's TOPdesk environment or TOPdesk API, changes by TOPdesk B.V. to that API or to its licence terms until we have reasonably been able to restore the connection, failure or disruption of the hosting infrastructure, of data centres, of electricity, of internet or telecommunications connections or of the email relay, attacks on the service or the infrastructure such as (D)DoS attacks, intrusions and ransomware that could not be prevented despite appropriate security measures, government measures, epidemics, fire, flooding, strikes, and illness or death of key persons to the extent replacement is not possible within a reasonable period.

11.2 During force majeure our obligations are suspended. If the force majeure lasts longer than sixty consecutive days, either party may terminate the agreement for cause in writing for the part that has not yet been performed, without any obligation to pay compensation. If the service is entirely unavailable for more than ten consecutive days due to force majeure, no fee is payable for that period and we refund a fee paid in advance for it on a pro rata basis, unless the cause lies in the customer's TOPdesk environment, TOPdesk API or infrastructure. On account of the service not being delivered, or not being delivered in full, due to force majeure, the customer has no rights other than those expressly granted to it by this paragraph, Article 6.7, the subscription agreement and the SLA; in particular it has no right to compensation, to suspension of payment or to a further reduction of the fee.

11.3 Disruptions that fall under the availability arrangements of the SLA are handled in accordance with the SLA; this article applies to circumstances outside them.

11.4 Force majeure does not release us from the obligations imposed on us by law and by the data processing agreement in the event of a personal data breach, including notifying the customer of it without delay and limiting its consequences, nor from the obligation to make reasonable efforts to restore the service as soon as possible after the force majeure has ended and to restore the customer's data to the extent this is reasonably possible with the available backups.

12. Suspension and termination for cause

12.1 We may suspend access to the service in whole or in part, after prior warning where reasonably possible, if: (a) the customer does not pay after a reminder (Article 5); (b) the customer or a user of the customer acts in breach of Article 3 or 4 or uses the service in a way that endangers the security, integrity or availability of the service, of other customers or of third parties; (c) a competent authority requires this or we are legally obliged to do so. During a suspension we retain the customer environment. In the case of a suspension on ground (a) or (b) the fee remains payable; in the case of a suspension on ground (c) that is not attributable to the customer, no fee is payable for its duration. We lift the suspension as soon as the reason has been removed.

12.2 Either party may terminate the agreement for cause in writing with immediate effect, without notice of default and without being liable for compensation, if the other party is declared bankrupt or files for its own bankruptcy, applies for or is granted a suspension of payments, ceases or liquidates its business, or if a substantial part of its assets is attached and the attachment is not lifted within thirty days. The preparation or offering of a composition plan as referred to in Article 370 of the Dutch Bankruptcy Act (Faillissementswet) is not a ground for termination for cause or suspension. If the agreement ends under this paragraph due to a circumstance on our side, the export and the retrieval period of Article 6a and the data processing agreement continue to apply and we refund amounts paid in advance for the period thereafter on a pro rata basis, to the extent the law permits.

12.3 We may terminate the agreement for cause if the customer, after a written notice of default setting a reasonable period of at least fourteen days, attributably fails to perform a material obligation, including the payment obligation and the obligations under Articles 3 and 4. No notice of default is required if performance is permanently impossible, if the reminder under Article 5 has remained without result, or if the failure is so serious that we cannot reasonably be required to continue the agreement, such as an infringement of our intellectual property rights, circumvention of security or endangering other customers.

12.4 Revoking or invalidating the TOPdesk connection account by the customer does not end the agreement and does not release the customer from the payment obligation. The customer may end the agreement only in the manner provided for in these terms, the subscription agreement and the SLA.

12.5 On termination for cause, the performance already rendered and the fees payable for it are not subject to reversal. Claims we have on the customer at the time of termination for cause are immediately due and payable.

12.6 The customer may terminate the agreement for cause only if we attributably fail to perform a material obligation and have not remedied that failure within a reasonable period of at least thirty days after a written notice of default stating reasons, unless performance is permanently impossible. Termination for cause has effect only for the future. Not meeting a target, target value or time limit of the SLA is not in itself a ground for termination for cause; it is governed exclusively by the consequences stated in the SLA. The customer's rights under Articles 6.7, 11.2 and 12.2 and the other rights of early termination expressly granted to it by these terms, the subscription agreement, the data processing agreement and the SLA continue to apply.

12.7 We are not liable for damage suffered by the customer as a result of a suspension that we were entitled to apply under Article 5 or 12.1. During a suspension, scheduled reports, signals and the build-up of history may not continue; this is not restored afterwards.

13. Confidentiality, public access and reference

13.1 The parties keep confidential all information they receive from each other in the context of the agreement and which they know or should reasonably understand to be confidential, and use it solely for the performance of the agreement. The following is in any case confidential: the source code and the technical set-up of AureaDesk, the security measures and assessments we provide on request (including Annex 2 to the data processing agreement and the supplier statement), audit findings, the prices, discounts and quotations agreed with the customer, and on our side the data from the customer's TOPdesk environment and the results of the dashboards.

13.2 The duty of confidentiality does not apply to information that is already public without breach of this provision, that the receiving party demonstrably already lawfully possessed or has developed independently, or that must be disclosed pursuant to a statutory duty or court order; in the latter case the party obliged to disclose informs the other party in advance, to the extent permitted. Publishing the rates on aureadesk.com is never a breach.

13.3 This obligation remains in force for five years after the end of the agreement; for the customer's data and for trade secrets within the meaning of the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen), including security information, it applies for as long as they are secret. For personal data the data processing agreement prevails.

13.4 If the customer is an administrative body subject to the Dutch Open Government Act (Wet open overheid), it may disclose the agreement and the annexes to the extent that Act obliges it to do so. In doing so the customer designates the parts referred to as confidential in 13.1 as business and security data communicated to it in confidence (Article 5.1(1)(c) and (2)(f) and (h) of the Open Government Act), notifies us in advance of a request affecting these parts and gives us the opportunity to submit our views.

13.5 We mention the customer as a reference, with name and logo, only with its prior written consent. The customer may withdraw that consent at any time; we then remove the mention from the communications we manage within ten working days.

14. Changes to these terms

14.1 We may change these terms in the event of a change to the service, to laws or regulations or to our business operations. We announce a change to the customer in writing at least two months before its effective date, with the new text as a PDF. If the change is materially detrimental to the customer and is not the result of a change in laws or regulations or of a decision of a court or supervisory authority, the customer may terminate the agreement in writing with effect from the effective date of the change, including within a current term; we refund an amount paid in advance for the period thereafter on a pro rata basis. If the customer does not terminate, the changed version applies from the effective date. Changes that are not materially detrimental to the customer, including clarifications, changes required by laws or regulations, new features the customer does not have to take and changes in the customer's favour, apply from the announced effective date and do not give a right to terminate. A change of the rates is governed exclusively by Article 5.

14.2 Between the parties, the version of these terms attached to the subscription agreement as a PDF always applies, or the version that has subsequently entered into force in accordance with 14.1. The text published at aureadesk.com/voorwaarden (in English: aureadesk.com/en/terms) is the current version for new agreements.

15. Transfer and engagement of third parties

15.1 The customer may not transfer its rights and obligations under the agreement to a third party without our prior written consent. This clause has effect under property law (goederenrechtelijke werking), except for monetary claims for which the law does not permit a restriction on transferability (Article 3:83(3) of the Dutch Civil Code).

15.2 We may transfer the agreement, or the business of which the service forms part, to a legal successor or to an acquirer of the AureaDesk service. The customer grants its cooperation to this in advance, on condition that the acquirer takes over the obligations under the agreement, the data processing agreement and the SLA in full and that we inform the customer in writing at least one month in advance.

15.3 In performing the agreement we may engage third parties, including the hosting provider and the email relay, and may use third-party software and services in developing and maintaining the software. Third parties are given access to the production environment or to the customer's personal data only in accordance with the rules on sub-processors and access in the data processing agreement. We remain responsible toward the customer for the performance of the agreement.

16. Additional requirements of supervisory regimes

If the customer is subject to the Digital Operational Resilience Act (DORA, Regulation (EU) 2022/2554), the Dutch Cybersecurity Act (Cyberbeveiligingswet), the Dutch Government Information Security Baseline (Baseline Informatiebeveiliging Overheid) or a comparable regime that imposes requirements on contracts with suppliers, the following applies. AureaDesk is a reporting service that reads data from TOPdesk and writes nothing back; in our assessment the service does not support a critical or important function within the meaning of Article 3(22) DORA. The customer assesses this itself. At the customer's written request we are willing to discuss an addendum to the subscription agreement containing the provisions that the regime in question prescribes for this service, including the data for the register of information referred to in Article 28(3) DORA, to the extent those provisions fit the actual set-up of the service as described in the data processing agreement and the SLA. We are not obliged to conclude an addendum; without an addendum signed by both parties such requirements do not apply between the parties. We do not include provisions that require certifications, notification periods or availability levels from us that we do not have or do not meet; we say so in advance. The work of drafting and reviewing the addendum and the additional obligations arising from it, such as audits, reports and participation in tests, is carried out by us after prior notification of the expected effort at the hourly rate stated in the subscription agreement, unless agreed otherwise in the addendum. Audits and assistance relating to the processing of personal data are governed by the data processing agreement.