1.1 Agreement: the agreement between Partner and AdverOnline, consisting of the Proposal, the Orders, these terms and conditions and the SLA. In this order, these different parts of the Agreement supersede each other in case of conflicting content.

1.2 Budget: the budget that Partner uses to run the Campaigns, as part of the Services.

1.3 Campaigns: online job advertising and employer branding campaigns for Customers.

1.4 Content: the job ads and other content that Customers provide for the Campaigns.

1.5 Customer: a customer that Partner resells and provides the Services to.

1.6 Customer Contract: the agreement between Partner and Customer regarding the Services.

1.7 Order: Partner's written request to AdverOnline for additional Budget.

1.8 Partner: the organization that enters into the Agreement with AdverOnline.

1.9 Party: Partner and/or AdverOnline.

1.10 Personal Data: personal data that may include name, country, profession, email address and telephone number. Personal Data of Customers that AdverOnline may process for Partner only contain login details.

1.11 Proposal: the written proposal of AdverOnline to Partner for reselling the Services.

1.12 Services: running Campaigns for Customers by using the Software, including uploading of Content, determining the Campaign budget per Customer, plan the Campaigns and assess their performance. Partner may give access to Customers to do this themselves.

1.13 SLA: the service level agreement in Annex 1.

1.14 Software: AdverOnline's talent attraction technology, consisting of an API, an online environment and underlying software.

1.15 Terms of Use: the conditions for use of the Software by Customers (Annex 2).

1.16 AdverOnline: AdverOnline B.V..

1.17 Written/in writing: in writing or by e-mail, in case of email provided that the identity of sender and the integrity of the contents can be adequately established, and not including direct messaging services.

2.1 AdverOnline appoints Partner as reseller of the Services, on non-exclusive basis.

2.2 As reseller, Partner is allowed to access and use the Software in accordance with AdverOnline's instructions, give demonstrations of the Services to prospect Customers, assign and manage Customer user-accounts for the Software, run the Campaigns and track their performance, and track the Campaign spent in comparison to the Budget.

2.3 Partner cannot represent itself as a part, agent or employee of AdverOnline.

2.4 Partner will sell and provide the Services under its own name and brand.

2.5 Partner can only use the AdverOnline tradename, wordmark, logo and advertising materials with AdverOnline's prior written approval.

2.6 Partner has no exclusivity to sell the Services to certain (prospect) Customers.

2.7 Partner cannot resell the Services to parties that (wish to) resell the Services themselves.

3.1 AdverOnline may provide Partner with promotional materials to support Partner with reselling the Services, at AdverOnline's discretion. For this AdverOnline may charge Partner a reasonable fee, to be agreed upon between the Parties on case-by-case basis.

3.2 AdverOnline supplies the Services to Partner on best effort basis.

3.3 AdverOnline shall keep Partner informed about matters relevant for Partner such as technical developments, updates and changes with respect to the Services.

3.4 Upon request of Partner, AdverOnline will provide support to Partner in accordance with the SLA (Annex 1). This includes reasonable incidental support if Partner has questions about the use of the Software, support if Partner encounters bugs or technical issues with the Software and second-line technical support following a request for support from Customer to Partner. AdverOnline will not provide support directly to Customers.

4.1 In the best possible manner and at its own expense and risk, Partner shall promote, sell, and provide the Services to (prospect) Customers.

4.2 Partner shall provide honest advice about the Services to (prospect) Customers.

4.3 Partner is responsible for the execution of the Customer Contracts.

4.4 Partner shall provide the Services to Customers in accordance with best industry practices.

4.5 Partner shall provide Customers a reasonable level of support in using the Services, in accordance with AdverOnline's guidelines.

4.6 Partner shall provide AdverOnline with all the relevant information needed for the performance of the Agreement.

4.7 Partner shall not engage in an activity that damages (or is likely to damage) the AdverOnline brand or reputation.

5.1 Partner shall be responsible for the integration of the AdverOnline API within Partner's online environment, at its own expense and risk, if applicable.

5.2 Partner shall comply with all recommendations and reasonable requests of AdverOnline regarding the Software.

5.3 Partner shall not disproportionally burden or disrupt the Software.

5.4 When using the Software, Partner shall not cause disturbance for AdverOnline or others and shall observe applicable regulations and rules of conduct generally accepted in the sector.

5.5 Partner shall not use the Software for any other purpose than the performance of the Agreement.

5.6 Partner shall not (attempt to) reproduce the Software, directly or through a third party.

5.7 If AdverOnline suspects that Partner is not acting in accordance with article 5.1, 5.2 or 5.3, AdverOnline can take any measure it deems necessary to avoid (potential) disturbance or damages for AdverOnline or others. Then, AdverOnline may suspend (part of) the Services, without warning and without having to compensate Partner for damages incurred due to the suspension.

5.8 If a Customer notifies Partner of a disruption of the Software, Partner shall notify AdverOnline immediately and shall adhere to AdverOnline's instructions aimed at solving the disruption.

5.9 Partner shall take all necessary and up to date cybersecurity measures to secure its connection with the AdverOnline API.

5.10 Partner shall notify AdverOnline immediately of a (suspected) cybersecurity threat or incident with respect to the AdverOnline API, and shall take all steps from Partner's end required to resolve the situation, in alignment with AdverOnline's instructions.

5.11 If Partner places AdverOnline's cookies on Partner's website for Partner to provide the Services to Customers, Partner will provide notice and will log the consent from the website visitors, also on behalf of AdverOnline, to ensure compliance with applicable laws, regulations, and industry guidelines. If Customers do so, Partner will ensure that they act in the same way. Partner confirms that Partner or Customer has obtained all necessary rights and permissions on behalf of AdverOnline, in order to enable AdverOnline to use the data obtained through AdverOnline's cookies or similar techniques placed on Partner's or Customer's website or domain.

6.1 AdverOnline shall provide Partner with a reseller-account for the Software, so Partner can issue user-accounts to Customers and run the Campaigns for Customers.

6.2 Partner will keep the login details for the reseller-account confidential. This account is personal and non-transferable. At the request of Partner, AdverOnline can provide one or more additional accounts, at AdverOnline's discretion.

6.3 All activity taking place under user-accounts that Partner issues to Customers is deemed to take place under the responsibility and at the risk of Partner.

6.4 Partner shall include the Terms of Use in the Customer Contract (Annex 2).

6.5 In the event of (suspected) misuse of a user-account, Partner shall notify AdverOnline as soon as possible so AdverOnline can take the measures against the (suspected) misuse, notwithstanding Partner's own obligation to take precautionary measures.

6.6 Upon request of AdverOnline, Partner will take (legal) action against a Customer improperly using the Software. If Partner fails to take appropriate legal measures, Partner shall transfer the legal claim to AdverOnline, upon AdverOnline's request.

6.7 If AdverOnline suspects improper use of the Software, AdverOnline can suspend the Services, without this resulting in an obligation to compensate Partner or the Customer for damages due to this suspension.

7.1 AdverOnline provides access to the Software on 'as is' and best effort basis. AdverOnline does not guarantee that the Software is free from errors and available without interruption.

7.2 The SLA sets out the service window and response times that AdverOnline adheres to in case Partner requests support in accordance with article 3.4.

7.3 AdverOnline can suspend (access to) the Software temporarily for maintenance, modification or improvement. AdverOnline will make an effort to plan these suspensions outside Dutch office hours. AdverOnline will inform Partner of the planned suspensions. AdverOnline is not liable for damages of Partner or Customer due to these suspensions.

7.4 If AdverOnline discovers a bug or defect in the Software, whether or not based on a trouble-ticket raised by Partner, AdverOnline will resolve the defect as soon as possible.

7.5 AdverOnline may modify the Software to correct errors and improve functionality. If a modification results in a significant change in functionality, AdverOnline will inform Partner on beforehand. AdverOnline has no obligation to modify the Software for Partner alone.

7.6 With respect to the Software, if Partner notifies AdverOnline about a cybersecurity threat or incident, or if AdverOnline suspects a cybersecurity threat or discovers a cybersecurity incident, AdverOnline can implement all measures it deems necessary to avert the threat or deal with the incident. Then, AdverOnline may (temporarily) block Partner's and Customer's access to the Software.

8.1 The Budget is agreed upon in the Proposal and subsequent Orders.

8.2 AdverOnline invoices the Budget in parts, in advance, per the pricing and per the periods as specified in the Proposal and subsequent Orders.

8.3 The next invoice period starts at the end of the running period, or earlier, when the actual spent has exceeded the prepaid amount invoiced for that period, upon which AdverOnline will send the next invoice.

8.4 Parties can track the actual spent and the remaining Budget through the online AdverOnline dashboard as part of the Software.

8.5 If the Budget is running low, the Parties will agree on a new Budget, for which Partner will place a new Order by using the Order form in Annex 3. If Partner does not place a new Order within two (2) months after depletion of the Budget, this Agreement ends automatically.

8.6 The AdverOnline administration and dashboard are leading in determining the actual spent, Clicks, CPC values and remaining Budget, as well as the actual time spent on support services.

8.7 All prices are in euros and exclude VAT, unless stated otherwise in the Proposal.

8.8 We reserve the right to charge you a monthly fee for additional software functionality, as specified in the proposal or after your written approval. This monthly fee will be charged in advance on a monthly basis.

8.9 Partner is free to determine the prices at which it will resell the Services to Customers, taking into account the recommended minimum prices specified by AdverOnline.

8.10 Amounts invoiced by AdverOnline are payable and due within fourteen (14) calendar days after the invoice date, unless specified otherwise in the Proposal.

8.11 If Partner has failed to pay after ten (10) days following the due date, Partner is in default automatically. Then, AdverOnline may charge Partner statutory interest over the outstanding amount and Partner shall compensate AdverOnline for (judicial) collection costs, including costs of debt-collection agencies and lawyers. Then, AdverOnline can suspend the Services too, without warning or judicial intervention, and without having to compensate Partner for damages resulting from this suspension.

8.12 Failure of Customers to pay Partner for the Services does not discharge Partner from its payment obligations vis-à-vis AdverOnline.

8.13 AdverOnline can set-off amounts to be paid to Partner with amounts to be received from Partner. Partner can only do so after prior written approval from AdverOnline.

8.14 All amounts for Services rendered to Partner, interest and collection costs become immediately payable if Partner is declared bankrupt, applies for a moratorium on payments, an attachment is made on Partner's assets, enters into liquidation, or is dissolved.

9.1 The Agreement runs for twelve (12) months from the date of signing the Proposal. Thereafter, the Agreement automatically renews with periods of twelve (12) months.

9.2 AdverOnline and Partner can terminate the Agreement at the end of each twelve (12) months term, with at least one (1) month prior written notice. The Agreement also ends prematurely if Partner does not place on new Order as per article 8.5.

9.3 Either party may terminate the Agreement by written notice: (a) if the other party leaves a material breach of the Agreement uncured beyond thirty (30) days after receipt of a written default notice; (b) with immediate effect, if the other party requests suspension of payments, files for bankruptcy, has been declared bankrupt or wounds up his business; (c) with immediate effect, if force majeure (article 11) prevents compliance with the Agreement for more than ten (10) working days.

9.4 Budget not spent at the end of the Agreement shall be due to AdverOnline and will not be refunded to Partner.

9.5 If, at the end of the Agreement, Partner has spent more than the Budget on Campaigns, AdverOnline will invoice the difference to Partner and Partner is obligated to pay the invoice. Then, article 8 remains in force until full payment of all outstanding amounts, interest and costs by Partner to AdverOnline.

9.6 Articles that by their nature are meant to remain in force after termination shall remain in force, including, without limitation articles 8, 10 up to and including 14, 16 and 17.

9.7 At the end of the Agreement, AdverOnline may delete all stored data and cancel the reseller and Customer user accounts. Partner can make a copy of the data through the Software before the end of the Agreement.

10.1 AdverOnline's liability for direct damages under the Agreement is limited per damage-causing event, or series of connected events, to an amount equal to the agreed price for the Services. If the incident is associated with one or more specific Campaigns, the liability is limited to the amount paid to AdverOnline for these specific Campaigns. The total sum payable for direct damages can never exceed the total amounts paid for the Services in the twelve (12) months prior to the damage-causing event(s), with a maximum aggregate amount of EUR 30,000.

10.2 Direct damage is exclusively understood as the reasonable expenses incurred by Partner to repair or resolve AdverOnline's shortcomings, to make AdverOnline's performance in conformity with the Agreement, to prevent or limit the directly related damage(s) and to determine the cause and extent thereof.

10.3 AdverOnline is not liable for indirect damages, consequential damages, loss of profit, missed savings, damages due to business interruption or costs incurred to recover wholly or partly lost data, of Partner, Customer or third parties.

10.4 Not excluded is AdverOnline's liability for damages resulting from willful misconduct or gross negligence.

10.5 Partner indemnifies AdverOnline for all Customer and third-party claims for compensation of damages arising out of a breach (a) by Partner of the Customer Contract, (b) by Customer of the Customer Contract and (c) by AdverOnline of the Agreement.

11.1 If AdverOnline cannot meet part of its obligations due to circumstances beyond AdverOnline's control (force majeure), AdverOnline does not have to compensate Partner for any damages.

11.2 Force majeure includes circumstances such as: internet malfunction, telecom malfunction, cyberattacks, power outages, domestic disturbances, mobilization, war, transport disruptions, strike, business disturbances, supply stagnation, fire, flood or pandemic.

11.3 Force majeure also includes non-performance by third parties or suppliers that AdverOnline depends on in delivering the Services to Partner.

12.1 The Parties will keep the information they receive from the other Party confidential, unless this information was already disclosed, but not through the actions of the other Party, and unless the other Party has approved the disclosure in writing on beforehand.

12.2 The Parties can only use the information received from the other Party within the context of the Agreement.

12.3 At the end of the Agreement, the Parties will delete and/or destroy the confidential information regarding the other Party. Upon request of the other Party, they will provide written confirmation hereof to the other Party.

12.4 If Partner fails to comply with the confidentiality obligations set forth in this article, Partner will incur a penalty of EUR 25,000 that is immediately due and payable to AdverOnline, as well as EUR 5,000 for each day the breach continues, without prejudice to the other rights of AdverOnline to claim performance and/or compensation for the damage caused by such breach.

12.5 This article shall survive the termination of the Agreement for a period of three years.

13.1 AdverOnline, and where applicable AdverOnline's licensors, are the exclusive owners of all existing and future intellectual property rights pertaining to the Software, Services, and the AdverOnline website, associated documentation, databases, designs and logos.

13.2 Partner shall not remove AdverOnline's name, logo and copyrighted content from AdverOnline's promotional materials.

13.3 Partner cannot, directly or through third parties, use the AdverOnline intellectual property rights for the development of software and services that compete with AdverOnline's Software and Services.

13.4 If a copyright owner or agent in the USA sends AdverOnline a take-down notice, AdverOnline will remove any infringing content in accordance with the Digital Millennium Copyright Act (DMCA).

13.5 Partner grants AdverOnline the right to use Partner's name and logo on its website and in its promotional materials to present Partner as AdverOnline reseller. Partner can revoke this right by sending an email to press@adver-online.nl.

13.6 All information stored or processed through the Software remains the property of Partner or its Customers. AdverOnline may use this information for providing and enhancing the Services and for statistical purposes. AdverOnline can share statistical data related to this information in aggregated and anonymous form with third parties, during and after the Agreement.

13.7 Partner is responsible for acquiring the necessary licenses to disclose and use the Content, while using the Customer's social media channels.

13.8 If Partner sends bug reports or suggestions for improvement to AdverOnline, Partner grants AdverOnline a perpetual, unlimited and royalty-free license to use this information for improving the Services. Such license shall not apply to information identified as confidential or that due to the nature of the information should reasonably be understood to be confidential.

14.1 Partner shall not develop software or services that are similar to, or compete with AdverOnline's Software or Services, whether or not based on AdverOnline information and intellectual property rights. This restriction includes Partner independently developing software or services that compete with or are similar to the AdverOnline Software or Services. This restriction survives the end of the Agreement for a period of 3 (three) years.

14.2 The Parties shall not solicit each other's employees, let them work directly or indirectly for their organization, or negotiate about this with them without the other Parties' prior written consent. The Parties can make their consent subject to certain conditions, such as payment of reasonable compensation. This obligation survives the end of the Agreement with one year.

15.1 AdverOnline and Partner will each assign a staff member as dedicated point of contact for the other. The contact details for the AdverOnline point of contact are specified in the SLA.

15.2 AdverOnline and Partner will regularly meet to evaluate the progress of the Agreement.

16.1 As controller (defined in the GDPR), AdverOnline may collect Personal Data of Partner to execute the Agreement, authenticate users of the Software, troubleshoot for the Software, make sure the Software is secure, monitor and improve the Software, and send news and information about the AdverOnline services (based on opt-in; opt-out is possible at any time).

16.2 AdverOnline will keep the Personal Data of Partner for as long as necessary to achieve these purposes.

16.3 Partner has the right to: (i) request that Personal Data held by AdverOnline is corrected, restricted, or erased; (ii) object to certain processing activities; and (iii) request a copy of the Personal Data we hold. Partner also has the right to make a complaint with the relevant supervisory authority. AdverOnline will inform Partner promptly if AdverOnline cannot partially or fully meet Partner's request, including the reasons thereof.

16.4 AdverOnline may engage others for processing of Personal Data as part of the AdverOnline cloud-based infrastructure. These companies are subject to data processing and security agreements limiting their right to process information to what is necessary to deliver their cloud services to AdverOnline. Their processing is taking place on servers located in the EU.

16.5 The Software may allow Partner to process Personal Data of Customers. Then, Partner is the controller and AdverOnline the processor. As controller, Partner will get proper Customer consent and will comply with the GDPR. As processor, AdverOnline shall only process this Personal Data to perform the Agreement, take reasonable technical and organizational measures against loss or unlawful processing, only engage sub-processors under these same provisions, notify Partner immediately in case of a security incident or data leak, forward Customer requests related to the Personal Data, treat the Customer Personal Data as confidential information, and allow Partner to conduct an audit by an independent registered EDP auditor under the conditions described in the agreement.

16.6 Partner can send requests about the processing of Personal Data to legal@adver-online.nl.

17.1 AdverOnline can transfer its rights and obligations under the Agreement to a third party, such as a factoring company. AdverOnline shall give Partner at least thirty (30) days prior written notice of such a transfer.

17.2 If a provision in the Agreement proves to be null and void, this shall not affect the validity of the remainder of the Agreement. Then, the Parties will make a reasonable effort to agree on a new permitted provision with the same commercial effect.

17.3 The Agreement is governed solely by the laws of the Netherlands.

17.4 Any disputes arising from the Agreement shall be referred to the competent court in Amsterdam, but not after the Parties have both used their best efforts to settle the dispute amicably.