Terms and Conditions Service Partner

TERMS AND CONDITIONS SERVICE PARTNER

Version December 2023

Article 1: OBJECTIVE

The Seenons platform allows Seenons Customers to link Waste Streams to the appropriate Logistics Service Provider and Waste Stream Processor (these are Service Partners) via the Seenons platform. The Seenons platform facilitates interaction and transactions between the Customer and Service Partners under the agreements between Customer and Seenons.
These General Terms and Conditions apply to the relationship between Seenons and Service Partners. The Service Partners can be Logistics Service Providers, Waste Stream Processors, or both.

Article 2: DEFINITIONS

In these General Terms and Conditions, the following terms shall have the following meanings:

Acceptance/Accept: Before completion of processing at the Processing Facility, the Service Partner must verify that the Waste Streams offered comply with the Agreement, the Customer’s information and/or applicable laws and regulations, both in terms of their nature, properties and composition and the way they have been offered.

Acceptance Conditions: the regulations applied by Seenons and the Service Partner regarding the size, nature, properties and compositions of the Waste Streams themselves and the manner in which they are to be presented to Seenons and the Service Partner by the Customer, which regulations may be amended and/or supplemented every six (6) months by the Parties.

Delivery Time: the time at which the Service Partner arrives to deliver the Waste Streams at a location designated by Seenons such as a Processing Facility or the time at which a Service Partner arrives with the Waste Streams at a Processing Facility.

General Terms and Conditions: the present general terms and conditions of Seenons in its relationship with the Service Partner.

Services: all actions and activities performed by the Service Partner commissioned by Seenons as further specified in the Agreement and on the Seenons platform, including the transport and/or processing of Waste Streams.

End User: natural persons, working for, associated with or subcontracted by the Customer or the Service Partner, who use the Seenons Platform to access the Services and functionalities offered on the Seenons Platform in the context of their work for the Customer.

Terms of Use of Seenons platform: the Terms of Use applicable to the use of the Seenons Platform by End Users.

Equipment: all equipment intended for the collection, temporary storage and transport of Waste Streams, including (but not limited to) (rolling) containers, buckets, drums, pallets, vehicles, etc.

Customer: a legal entity with which Seenons has entered into a commercial agreement for the use of the Seenons platform and for receiving Services. The Customer is defined as ‘Customer’ in the general terms and conditions applicable between Seenons and Customer.

Collection moment: the moment at which the Service Partner collects the Waste Streams from the Customer.

Additional Work: any work performed during the performance of the Agreement and/or any Waste Streams delivered during the performance of the Agreement that is in addition to or different from what the Parties originally agreed in the Agreement or a specific Quotation.

Logistics Service Provider: a legal entity that, on behalf of Seenons, collects the Waste Streams from a Customer at a location designated by that Customer or Seenons and then delivers them to a Processing Facility designated by that Customer or Seenons.

Service Partner(s): the Logistics Service Provider and/or Waste Stream Processor that is a contracting party to the Agreement with Seenons. The Service Partner is a subcontractor of Seenons and provides Services to Customers.

Quotation: A written proposal prepared by Seenons and issued to the Service Partner (whether or not via the Seenons platform) in respect of Services, including relevant specifications, prices and conditions.

Order: A Seenons Customer’s order for a Collection moment via the Seenons platform.

Agreement(s): the agreement between Seenons and the Service Partner, consisting of the signed Quotation(s), all associated attachments and these General Terms and Conditions between Seenons and the Service Partner.

Party/Parties: Seenons and the Service Partner may be referred to in these Terms and Conditions as ‘Party’, or collectively as ‘Parties’.

Waste Streams: all items/substances/goods presented to Seenons in the context of a Quotation or in the context of the performance of an agreement between a Customer and Seenons that arise after the separation and processing of Waste Streams in the manner prescribed in writing by Seenons and the Service Partner from which the Customer disposes or intends to dispose – with a view to their disposal – and whose transport – with a view to their processing – Seenons outsources to the Service Partner.

Waste Stream Processor: a legal entity that processes the Customer’s Waste Streams at a Processing Facility on behalf of Seenons and, if agreed in writing, also carries out the transportation of the Waste Streams.

Seenons: user of these General Terms and Conditions, being Seenons B.V., having its registered office at Danzigerkade 5b in (1013 AP) Amsterdam, registered with the Chamber of Commerce under the number 76467244 or any company or undertaking associated with it.

Seenons Platform: the (online) software application, mobile applications and website provided by Seenons to the Service Partner on which Services are made available to Customers, End Users and Service Partners in the context of the performance of the Agreement.

Processing Facility: the facility at which Waste Streams are made suitable for reuse and/or recovery or at which Waste Streams are (temporarily) stored and/or destroyed.

Article 3: APPLICABILITY

These General Terms and Conditions apply to the Agreement and all other legal relationships between the Service Partner and Seenons.
Seenons expressly rejects the applicability of general terms and conditions of the Service Partner and third parties.
Seenons reserves the right to unilaterally amend or supplement the General Terms and Conditions during the term of the Agreement. Changes and additions shall be announced and explained to the Service Partner via the Seenons platform and by email and will be implemented at the earliest fifteen (15) calendar days after notification. The Service Partner may terminate the Agreement in the event of a substantial change to these Terms and Conditions within that fifteen (15) calendar day period after receipt of such notice by giving notice by e-mail or via the Seenons platform.
Seenons shall give the Service Partner at least fifteen (15) calendar days’ notice of any material amendments and additions to these General Terms and Conditions. If the Service Partner does not agree to the amendments or additions, the Service Partner has the right to terminate the Agreement until the date such amendment or addition becomes effective. Continued use of the Seenons platform after the effective date shall be deemed acceptance of the amended Terms and Conditions.
In any case, the aforementioned termination option of the Service Partner does not apply if the unilateral change is made on the basis of a legal or regulatory obligation to amend the General Terms and Conditions.

Article 4: QUOTATIONS AND CONCLUSION OF AGREEMENTS

Seenons shall never be bound by any written or oral requests for quotations, requests for information or for a contract proposal made by it.
All Quotations issued by the Service Partner and offers provided by the Service Partner are binding in nature, even if designated as “non-binding offer”. This means that the Service Partner cannot withdraw or amend the Quotation provided without Seenons’ consent.
The Agreement comes into effect once Seenons has accepted the Quotation. The Service Partner is not permitted to begin executing the Agreement without prior written acceptance of the offer by Seenons. If the Service Partner nevertheless proceeds to perform the Agreement without the necessary consent of Seenons, this shall be done entirely at the Service Partner’s own expense and risk.
Seenons reserves the right to revoke Orders placed by it or its Customers up to twenty-four (24) hours before the scheduled Collection Moment.
If Seenons’ acceptance includes reservations or changes compared to the Quotation, the Agreement shall be established with these deviations, unless the Service Partner notifies Seenons by email or via the Seenons platform within two (2) business days not to agree to these deviations from the Quotation.
If the Service Partner’s order confirmation deviates from the original Order, Seenons shall only be bound after expressly agreeing to the deviation in writing. Acceptance by Seenons of deliveries or performances, as well as payments made by it in this regard, do not imply acknowledgement of the deviations.
If the Service Partner on the Seenons platform has accepted repeated Orders for a longer term, the Service Partner shall execute such Orders from the time specified in the Seenons platform. The Service Partner’s service for the relevant Customer, this being determined per Waste Stream, collection location and type of Equipment, will continue unless:
1. The Customer chooses another Service Partner that can collect and/or process the relevant Waste Stream in a significantly more sustainable manner.
2. The quality of service is not good and the requirements described in Article 18 of these General Terms and Conditions are not met. In this case, the Service Partner shall be responsible for any costs of removal of Equipment.
3. The Customer chooses another Service Partner that can offer a better price. The Service Partner shall always be able to match the other Service Partner’s offer.

Article 5: THE SEENONS PLATFORM

Seenons makes every effort to ensure that the Seenons platform is available as much as possible. In addition, during the term of the Agreement, Seenons aims to improve the Seenons platform through updates and bug-fixes.
If maintenance or modifications may result in restrictions on the availability of the Seenons Platform, Seenons shall carry out such maintenance as far as possible during periods of relatively limited use of the Seenons Platform by the Service Partner and Customers. Seenons shall aim to consult with the Service Partner about this maintenance, but the final decision is up to Seenons.
Seenons cannot guarantee that the Seenons Platform shall be timely adapted to any changes in relevant laws and regulations, but shall use reasonable commercial efforts to comply with such possible changes in laws and regulations.
Seenons shall not be liable for unavailability of the Seenons Platform or any other circumstance that may cause the Seenons Platform to be unavailable. The Seenons Platform is provided“as is” and “as available”, which means that Seenons does not guarantee that the Seenons Platform shall be error-free and operate without interruption. Moreover, Seenons does not guarantee that the Seenons platform and its use shall meet the Service Partner’s expectations.
The Service Partner shall receive accounts for the End Users with the corresponding login details. The End Users should use the Seenons Platform according to the Terms of Use.

Article 6: DURATION AND TERMINATION

The Agreement is entered into for the duration agreed by the Parties in the Quotation. If no specific term has been agreed, a term of one (1) year shall apply from the date of signature of the Quotation by the Parties.
If nothing has been agreed in the Agreement about the renewal of a fixed-term Agreement, the Agreement shall be automatically renewed for the period of one (1) year after the expiry of the initial agreed term, unless a Party cancels the Agreement in writing no later than three (3) months before the end of the agreed term.
Each Party is authorised – without prejudice to its possible right to damages – to terminate the Agreement in whole or in part with immediate effect, without further notice of default and without prior judicial intervention, if the other Party: (i) is declared bankrupt; (ii) applies for a moratorium, (iii) an application for its placement under guardianship is pending or if a guardianship order is instituted over all or part of its assets or it otherwise loses the management and/or disposal of all or part of its assets or (iv) if the other Party is in liquidation or is dissolved, or all or part of its assets are attached and this attachment is not lifted within a short period of time.
Upon termination of the Agreement, the Service Partner shall receive a summary of the information from the Seenons Platform in a file type to be further agreed between the Parties.

Article 7: CONTINUITY UPON TERMINATION

The Service Partner acknowledges the importance of continuity of Services towards Seenons’ Customers and upon termination of the Agreement shall support Seenons with the transfer of work and Services from the Service Partner to the successor third party. In the event this transfer cannot take place within the term of the Agreement, the Service Partner undertakes to let the Agreement continue until a new third party is found to take over the Service Partner’s tasks. Such extension of the Agreement shall be on the terms and rates of the original Agreement.

Article 8: NON-COMPETITION

The Service Partner is not permitted, during the term of the Agreement, to do business and conclude commercial agreements directly with Customers of Seenons.

Article 9: FORFEITURE OF RIGHTS BY FAILURE TO PROTEST

Any purported rights of the Service Partner on account of failure by Seenons to perform its obligations must be invoked in writing and substantiated within fourteen (14) days after the Service Partner discovers or could reasonably have discovered the failure to perform, or else failing which the Service Partner’s rights in this regard shall lapse. Any rights of the Service Partner shall immediately lapse if the Service Partner has attempted to remedy, or have remedied, any default itself without Seenons’ express prior written consent.
An appeal on the incorrectness of a payment specification must be submitted to Seenons in writing, stating reasons, within fourteen (14) days from the date of such specification, or else all rights of the Service Partner in this regard shall lapse.
Notices from the Service Partner as referred to in Articles 9.1 and 9.2 do not suspend the obligations of the Service Partner.

Article 10: PRICING AND PAYMENT

All prices are in Euros and do not include VAT.
Unless otherwise agreed, prices shall include all costs to be borne by Seenons, including but not limited to all costs for the agreed Services. Prices are further inclusive of payable deductions, other taxes, premiums and other government levies.
The agreed price is fixed and cannot be unilaterally increased by the Service Partner, unless a price increase is expressly agreed in writing.
Payment shall be made in Euros to the Service Partner’s bank account number specified in the Agreement.
The Service Partner is paid based on the number of pick-ups and/or rental containers per month as defined in the platform, based on the agreed prices.
The invoicing process goes through several steps:
1. Within 5 business days of the day on which the Order is executed (the order date), the Service Partner can indicate via the Seenons platform whether there was a problem, rejection or a change in the number of containers. These five business days also apply to orders executed at the end of the month. After these five business days, Seenons assumes the correctness of the data regarding the Orders in the Seenons platform. The method of providing the data by the Service Partner is described in Article 21 of these General Terms and Conditions.
2. Within 14 days after the end of the month, the Service Partner shall send an invoice to Seenons listing all services provided to Seenons during that month based on the data in the Seenons platform or Seenons will send to the Service Partner a listing of all services provided to Seenons during that month by the Service Partner based on the data in the Seenons platform, on the basis of which a self-billing invoice will be sent by Seenons within the same period. Seenons will pay the invoice based on the data in the Seenons platform.
Payment shall be made within forty-five (45) calendar days from the date of the invoice, which shall be sent after performance of the Agreement – or in case of performance in parts, after performance of a part of the Agreement – unless otherwise stated on the invoice. Seenons always aims to pay invoices within thirty (30) calendar days.
Payments made by Seenons always extend to payment of the claim under the Agreement that Seenons designates and, otherwise, to payment of the oldest principal amount of the claim under the Agreement.
Seenons reserves the right to adjust the above methodology and deadlines. This shall only happen after the Service Partner has been notified.

Article 11: ADDITIONAL WORK AND CHANGES

Additional costs or Additional Work are/shall not be eligible for reimbursement unless it arises from additional wishes of Seenons or from circumstances that should reasonably be for the account and risk of Seenons and Customers.
Work that the Service Partner could or should have foreseen would be necessary to provide the Services in accordance with the Agreement is not considered Additional Work.
If the Service Partner believes that there shall be Additional Work that qualifies for compensation, it shall notify Seenons as soon as possible by email or via the Seenons platform and issue a Quotation, which will state a fixed price as well as a time when the Additional Work will be completed. Seenons must always agree to the Additional Work in writing before the Additional Work is eligible for reimbursement.
The Service Partner shall not commence performance of the Additional Work until Seenons has approved the Quotation as mentioned in the preceding paragraph by email or via the Seenons platform. Additional work is also subject to these General Terms and Conditions.
Seenons is authorised to change the scope and/or capacity of the Services and will notify the Service Partner accordingly, whereupon the Service Partner shall have to comply with the change, within reason. If, in the opinion of the Service Partner, a change affects the agreed fixed price and/or the time of delivery, it is obliged, before acting on the change, to inform Seenons thereof as soon as possible, no later than two (2) business days after notification of the requested change, by e-mail or via the Seenons platform.
Seenons is entitled to unilaterally make changes to the Services due to the nature, properties and composition of the Waste Streams, changes in collection methodology or if laws and/or regulations require it. The Service Partner will be notified in advance by Seenons in writing of any changes and Seenons will indicate whether the price is also adjusted in accordance with Article 10.
Any subsequent additional agreements or amendments to the Agreement or to these General Terms and Conditions, as well as (verbal) agreements and/or promises made by staff of Seenons, third parties engaged by Seenons or made on behalf of Seenons by representatives or other intermediaries of Seenons, bind Seenons only if confirmed by Seenons in writing.

Article 12: SUSPENSION AND SET-OFF

The Service Partner expressly waives its rights of suspension and/or set-off.
If the Service Partner fails to fulfil one or more of its obligations arising from the Agreement, or fails to do so on time or in full, Seenons is entitled, without further notice of default and judicial intervention and without being liable for any damages, to suspend the purchase of the Services and/or the payment thereof. The Service Partner must ensure proper performance of the Services towards the Customer at all times.
Seenons is entitled to set off claims against the Service Partner on any account against the fee payable under the Agreement.

Article 13: TRANSPORT AND PACKAGING OF WASTE STREAMS

Unless otherwise provided in the Agreement, the clauses below shall apply to the transport and packaging of Waste Streams.
Without prejudice to Seenons’ obligation to pay the agreed price for the Services, transportation of the Waste Streams shall be at the Service Partner’s risk and expense, including any related insurance, taxes and other levies, in accordance with the provisions of Article 9.2.
All Waste Streams must be properly packed and secured in such a way that they reach their destination in good condition during normal transport. The Service Partner is thereby responsible for the Customer’s compliance herewith and for compliance with statutory and national regulations regarding transport and packaging.
Where appropriate, the Waste Streams should be packaged in such a way that traceability is ensured and that it is possible to precisely locate the Waste Streams as part of a recall operation. The Waste Stream number should be complete, correct and fully correspond to the Waste Streams that would be delivered under that Waste Stream number.
Each shipment should be accompanied (digitally) by a waybill/packing list that includes the following details: sender, delivery address/contact person order number, Waste Stream number and designation of the Waste Streams. The Service Partner shall keep the records necessary according to legal requirements in respect of the Waste Streams.
If damage is caused to the Waste Streams through poor or faulty packaging, such damage shall be borne by the Service Partner.

Article 14: UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE

Neither Party shall be obliged to fulfil any obligation, including any legal and/or agreed warranty obligation, if prevented from doing so as a result of force majeure as defined in Art. 6:75 of the Civil Code. On pain of forfeiting the claim of force majeure, the Party wishing to invoke it must notify the other Party in writing immediately and no later than three (3) business days after the occurrence of that force majeure situation. If the force majeure situation lasts longer than thirty (30) calendar days, the other Party shall be entitled to dissolve the Agreement by registered letter with immediate effect and without judicial intervention, without any right to compensation. Force majeure on the part of the Service Partner shall in any case not include: lack ofpersonnel, strikes, breach of contract by third parties engaged by the Service Partner, failure of auxiliary materials, liquidity or solvency problems incurred by the Service Partner and government measures at the expense of the Service Partner.
If Seenons invokes force majeure and has already partially fulfilled its obligations, or can only partially fulfil its obligations, Seenons is entitled to invoice the Service Partner separately for the part performed or to be performed and the Service Partner is obliged to pay this invoice as if it were a separate agreement.

Article 15: EQUIPMENT

Seenons is entitled to make Equipment provided to Seenons by the Service Partner available to Customers. The Service Partner shall carry out the emptying of this Equipment.
Seenons reserves the right to make Equipment available to Customers. The Service Partner shall also carry out emptying of this Equipment.
All Equipment provided to Customers by or on behalf of Seenons are and shall remain its property or the property of parties engaged by Seenons, unless the Parties expressly agree otherwise in writing.
The Service Partner shall, if it finds that the Equipment provided by Seenons to Customers are not in a good state of repair, call Customers to account and notify Seenons of the condition of the Equipment via email or via the Seenons platform.
If the Service Partner finds that Customers have incorrectly loaded the Equipment, that it is overloaded, the Waste Streams do not comply with the description of the Waste Streams provided by Seenons to the Service Partner, if the collection or transport poses or may pose a danger to business, people or the environment, the Service Partner will not accept and will not transport the Waste Streams and will contact Seenons as soon as possible via email or via the Seenons platform, sending a photo and description of the situation.
The Service Partner may only use the Equipment provided for the performance of the Agreement and shall use them with due care at its own expense and risk, which includes using and treating them with due care and according to the agreed purpose. No substances or goods may be transported in the Equipment other than those corresponding to the description of the Waste Streams provided by Seenons to the Service Partner. If the Service Partner breaches these General Terms and Conditions, the Service Partner is immediately in default. Seenons is in that case entitled to take appropriate (legal) measures.
The Equipment provided by the Service Partner to the Customer will be cleaned by the Service Partner to the extent necessary.

Article 16: IMPLEMENTATION AND INSTRUCTIONS

The Service Partner bears full responsibility for the performance of the Agreement, for both its own performance, that of its employees and/or the performance of third parties engaged by it – after prior written consent of Seenons.
The Service Partner guarantees Seenons that it is entitled, or at least that it has the required permits, to perform the Services in accordance with Dutch and European legislation.
The Service Partner warrants that it performs the Services in accordance with applicable law. If the Service Partner makes use of third parties for the execution of the Agreement, Service Partner is obliged to ensure that the relevant third party complies with the obligations andinstructions that the Agreement, these General Terms and Conditions and the applicable laws and regulations impose on the Service Partner regarding the execution of the Agreement.
The Service Partner is obliged to comply with instructions from Seenons regarding the performance of the Agreement, including all instructions provided by Seenons via the Seenons platform.
The Service Partner may only accept and transport Waste Streams that comply with the description given by Seenons and in accordance with the Acceptance Conditions to be applied by the Parties. If the Waste Streams do not comply with this, the Service Partner shall not accept and not transport the Waste Streams and will contact Seenons by email as soon as possible or log the event via the Seenons platform with an accurate description of the unaccepted Waste Streams.

Article 17: (TIMEFRAME OF) COLLECTION AND DELIVERY TIME

Based on the Collection Moments agreed by the Parties per Waste Stream and per region, the Service Partner shall accept Orders through the Seenons platform.
The Service Partner is obliged, if the Collection Moment on which the Collection Moment and/or the Delivery Time changes due to circumstances on the part of the Service Partner, to communicate this at least 24 hours before the scheduled Collection Moment, via the Seenons platform or by e-mail. The Service Partner shall propose a new Collection Moment at the same time.
The Service Partner is obliged to notify structural changes regarding Collection Moments and emptying frequency at least 2 weeks before the change takes effect. If services for a particular Customer cease, the Service Partner shall give at least 1 month’s notice.
The Service Partner is obliged to log (partially) unsuccessful Collection Moment immediately, or as soon as possible, in the Seenons platform with accurate description of the non-accepted and/or non-emptied Waste Streams.

Article 18: INABILITY TO CARRY OUT COLLECTION MOMENTS

If the Service Partner is unable to fulfil an Order that was initially accepted, it be notified via the Seenons platform or via email to Seenons Planning at support@seenons.com no later than 24 hours before the original time of the Collection Moment.
Where the Service Partner has accepted the Order but has been unable to execute the Order, without prior communication in accordance with Article 18.1, this shall be reported as a problem. Issues are tracked by Waste Stream, collection location and type of Equipment. The parties aim to provide the best possible service for the Customer. In case of repeated problems, Seenons reserves the right to assign Orders to another Service Partner.

Article 19: ROUTE DETERMINATION

If Seenons has not given specific written instructions on the route, it is at the discretion of the Service Partner.

Article 20: ACCEPTANCE OF THE SERVICES BY SEENONS

Actual use of the Services by Seenons and/or actions associated therewith expressly do not imply Seenons’ unqualified approval of the Services. Seenons reserves the right to inspect, monitor and reject any services performed.

Article 21: COMPLETING ORDERS AND DATA TRANSMISSION

Seenons shall send a template csv file to the Service Partner at the start of the partnership. The Service Partner will log the data points listed in the supplied template csv file into the Seenons platform on a weekly basis, via an API link or will send the completed csv file to Seenons. No later than 5 business days after the end of the month, all data for the past month must be completed by the Service Partner.

Article 22: LIABILITY

Without prejudice to the provisions elsewhere in these General Terms and Conditions, regardless of the basis of the claim, Seenons does not accept any liability for damage suffered by the Service Partner, except if the damage is the direct result of intent or gross negligence on the part of Seenons or its management or executives or Seenons’ auxiliary persons.
The Service Partner is, without prejudice to the other provisions of the Agreement and these General Terms and Conditions, liable for and indemnifies Seenons, for all of third parties, Customers, Waste Stream Processors and Processing Facilities for compensation of any damage suffered by such third parties, Customers, Waste Stream Processors or Processing Facilities, in any way caused by or during the performance of the Agreement by the Service Partner, for clarification this shall also include any damage arising before and after the performance of the Agreement by the Service Partner which is in any way the result of the transportation of Waste Streams by the Service Partner or, where applicable, the storage, processing, destruction of Waste Streams by the Service Partner.
Conditions limiting, excluding or establishing liability, which can be asserted against Seenons by third parties, can also be asserted against the Service Partner by Seenons.
The Service Partner claims adequately insure itself for all forms of liability and force majeure as provided in this Agreement.

Article 23: PERSONAL DATA AND ACCESS TO (PERSONAL) DATA

In performing the Agreement, the parties declare to comply with all relevant privacy and personal data protection laws and regulations, including (but not limited to) the General Data Protection Regulation (GDPR) and laws and regulations based thereon. Each Party is itself the data controller for the personal data it receives from the other Party in the context of the performance of the Agreement. For a detailed description on Seenons’ handling of personal data, please refer to Seenons’ Privacy Policy.

Article 24: INTELLECTUAL PROPERTY

All documents (including but not limited to Quotations), materials and data developed or made available by Seenons to the Service Partner whether or not under the Agreement shall remain the property of Seenons and any intellectual property rights therein shall belong to Seenons (or its licensors).
Seenons grants the Service Partner a non-transferable, non-sublicensable, revocable and non-exclusive right to use the Seenons Platform during the term of the Agreement, subject to Service Partner complying with all its obligations as set out in the Agreement.
If the Service Partner fails to comply with its obligations under the Agreement, Seenons may withdraw the right to use the Seenons platform without any notice of default being required.
The Service Partner may use the logos of Seenons and the Seenons Platform to promote the Seenons Platform upon written agreement from Seenons, provided that this does not create confusion about its status as a Service Partner of Seenons. Seenons is entitled to give reasonable instructions regarding the proper use for promotions, which the Service Partner must strictly follow.
The Service Partner hereby grants Seenons a non-transferable and non-exclusive license to display and use the Service Partner’s trademarks and/or logos on the Seenons website for purposes of reference.
The Service Partner is not permitted to infringe Seenons’ rights in any way on or in respect of the Seenons Platform or other software/techniques of Seenons, which includes (but is not limited to) decompiling, reverse engineering, disassembling and attempting to gain access to the Seenons Platform or other software/techniques of Seenons or unnecessarily aggravating or impeding Seenons’ systems and/or networks. The Service Partner is also not permitted to collect, index, extract or otherwise data mine data from the Seenons platform or other systems and/or networks of Seenons.
The Service Partner shall keep the existence and content of the Agreement and all documents, materials, information and data, which come to the knowledge of the Service Partner in the context of the performance of the Agreement, confidential and use them exclusively for the purpose of the performance of the Agreement, unless Seenons gives prior written consent to the Service Partner.
The Seenons platform may contain third-party software that requires notification and/or additional terms and conditions (Third-Party Software). This notice for Third-Party Software and/or additional terms and conditions shall be made known to the Service Partner as appropriate. By entering into this Agreement, the Service Partner accepts the terms and conditions of the Third-Party Software are as stated by the provider of this Third-Party Software and that this Third-Party Software is provided in accordance with the licence terms and conditions of the relevant licensor.

Article 25: APPLICABLE LAW AND CHOICE OF FORUM

All Seenons’ Quotations, Agreements and any disputes arising therefrom or related thereto shall be governed by Dutch law. Where relevant, the applicability of the Vienna Sales Convention is expressly excluded.
All disputes between the Service Partner and Seenons relating to the Quotation or the (to be concluded) Agreement, or related further agreements, shall be settled by the competent court in Amsterdam.

Article 26: INAPPLICABILITY OF PROVISIONS

If one or more provisions of these General Terms and Conditions and/or the Agreement are void or voidable or invalid or non-binding for other reasons, the remaining provisions of these General Terms and Conditions and the Agreement shall remain in force. In place of the void, voided, invalid or non-binding provision of these General Terms and Conditions and/or the Agreement, the Parties shall be deemed to have agreed instead on a provision that is valid, binding and legally enforceable and that most closely approximates the intention and spirit of the void, voided, invalid or non-binding provision.

Article 27: CONTACT

Seenons shall contact the Service Partner by sending a message via the Seenons platform, by sending a message to the email address provided by the Service Partner or by calling the telephone number provided.
The Service Partner can contact Seenons by sending a message via the Seenons platform, by sending a message to support@Seenons.com, calling 088-733 66 75 or by sending a letter to Seenons B.V. Danzigerkade 5b, 1013 AP Amsterdam.