• a. AlphaPort: AlphaPort B.V., located at Oder 20 in The Hague, registered with the Chamber of Commerce under registration number 69911827.
• b. Customer: The individual or organization using AlphaPort’s software.
• c. Software: The BPMS Software (Business Process Management System) developed by AlphaPort and made available to the customer.

2.1 All intellectual property rights related to the software—including patents, copyrights, trademarks, trade dress, design rights, and trade secrets—are the exclusive property of AlphaPort. The customer may not engage in any activities that infringe upon these rights. The customer is granted no rights to the software other than the limited usage rights set forth in this license agreement.

2.2 If a third party claims that the software infringes on its intellectual property rights, the customer must immediately notify AlphaPort. This allows AlphaPort to take action at its own expense against such claims. The customer must cooperate in the defense. AlphaPort also has the right to replace the software or parts of it to address the alleged infringement.

3.1 Under this license agreement, AlphaPort grants the customer a non-transferable and non-exclusive right to use the software developed by AlphaPort. This also includes all associated documentation, updates, new versions, translations, modifications, changes, derivative products, or copies, provided that the customer fulfills their payment obligations to AlphaPort and complies with the terms of this agreement.

3.2 AlphaPort has the right to implement and maintain technical measures to protect its intellectual property rights.

AlphaPort ensures that a full system backup is made regularly of the data entered into the software. The customer also has the option to create backups within the software and can restore these backups at any time.

AlphaPort guarantees that the software, when used according to the accompanying instructions, will function as described in the documentation. However, AlphaPort does not guarantee that the software will be entirely free from errors or interruptions. Any defects will be resolved according to the procedures outlined in Article 7 of this license agreement. No additional warranties, express or implied, are provided by AlphaPort or any other parties granting rights to use the software.

6.1 AlphaPort provides online support to the customer for the use of the software. We strive to respond to inquiries quickly and efficiently. If the customer discovers errors or defects in the software, they must report them to AlphaPort as soon as possible so that a solution can be provided.

6.2 AlphaPort will endeavor to minimize inconvenience during maintenance, necessary updates, or improvements to the software. We will inform the customer in advance whenever possible. If the software is temporarily unavailable, the customer is not entitled to compensation or other forms of reimbursement, provided that the period of unavailability is not unreasonably long.

8.1 AlphaPort reserves the right to adjust the prices for using the software annually. Customers will be notified of any changes in writing or by email at least two months before the effective date.

8.2 If the customer disagrees with the price increase, they may terminate the agreement as of the effective date of the change. Termination must be done in writing or by email within one month after AlphaPort has notified the customer of the change. The customer cannot terminate the agreement if the price increase results from a legal provision or regulation.

9.1 The license agreement is valid for one year (365 days) and is automatically renewed for the same period unless terminated.

9.2 Termination must be submitted in writing by email at the end of the license agreement, with a one-month notice period.

9.3 If the customer terminates the agreement and/or ceases payment for the software license, they lose the right to use the software.

10.1 Payment must be made within 14 days of the invoice date.

10.2 If the customer does not respond to the payment request in AlphaPort’s second reminder, they will receive a final notice, and an administrative fee of €45 (excluding VAT) will be charged.

10.3 In case of late payment, the customer is liable for the outstanding amount plus any interest, as well as both extrajudicial and judicial collection costs, including fees for attorneys, bailiffs, and collection agencies.

10.4 The payment obligation becomes immediately due if the customer declares bankruptcy, applies for suspension of payments, has their assets seized, passes away, or enters liquidation.

10.5 If the invoice amount remains unpaid for more than two months after the invoice date, AlphaPort reserves the right to block access to the software. This means the customer will no longer be able to use the software. AlphaPort will notify the customer in advance of the blockage. Once all outstanding amounts are paid, the blockage will be lifted.

11.1 AlphaPort has the right to terminate the license agreement at any time without legal proceedings if the customer applies for suspension of payments or is declared bankrupt.

11.2 Either party may terminate the license agreement in whole or in part by sending a registered letter to the other party if the latter party seriously fails to meet their obligations. This is only possible if the defaulting party does not comply even after receiving a written notice of default from the other party. If it is evident that the defaulting party cannot meet its obligations, no notice of default is required.

If the license agreement is terminated or dissolved, the customer must immediately cease all rights under this agreement as of the termination date. This means that, among other things, the customer may no longer use the software.

• 13.1 The customer must ensure that the software is not misused. If they become aware of unauthorized use of the software, they must immediately notify AlphaPort.
• 13.2 The customer is responsible for selecting and ensuring the timely availability of the necessary computer equipment required for the software. AlphaPort is not liable for any damage or costs resulting from failures or unavailability of this equipment.
• 13.3 The customer must ensure that their equipment functions properly for using the software.
• 13.4 The customer may not use the software in a way that causes harm to the software, third parties, or that disrupts its availability.
• 13.5 The customer is responsible for the correct use of the software within their organization and must follow AlphaPort’s instructions and recommendations.
• 13.6 If the customer fails to fulfill their obligations under this article, all resulting costs shall be borne by the customer.

14.1 AlphaPort is not liable for damages resulting from incorrect or incomplete information provided by the customer unless AlphaPort should have noticed the inaccuracy or incompleteness.

14.2 AlphaPort is also not liable for damages arising from the customer’s failure to comply with this license agreement or legal requirements.

14.3 AlphaPort is in no event liable for intentional misconduct or gross negligence, but its liability is limited to compensation for direct damages up to a maximum of the amount of the most recent invoice paid by the customer for the software.

14.4 AlphaPort is not liable for indirect or consequential damages, such as data loss, missed revenue, profit, or turnover.

14.5 Damage must be reported in writing to AlphaPort within seven (7) days after the incident. Claims submitted outside this period will not be considered.

14.6 AlphaPort is not liable for damages resulting from third-party use of the software.

14.7 AlphaPort is not liable for damages caused by events or circumstances beyond its control, such as: unavailability, delivery delays, failures, or defects in third-party information, products, or services; strikes or labor disputes; government regulations or decisions.

14.8 Any claims or rights of the customer against AlphaPort expire one (1) year after the event giving rise to the claim.

The customer indemnifies AlphaPort and compensates for all damages and costs arising from third-party claims against AlphaPort. This applies to claims related to or arising from the customer's or third parties' use of the software.

Both parties guarantee that all confidential information received from the other party will remain confidential unless there is a legal obligation to disclose such information. The recipient may only use confidential information for the purposes for which it was provided.

17.1 If any provision of this license agreement is found to be invalid or unenforceable, the other provisions remain unaffected. The invalid provision will be replaced by a similar provision that aligns as closely as possible with the intended purpose.

17.2 Both parties will strive to resolve disputes regarding this license agreement amicably.

17.3 The customer agrees to amendments to this agreement if necessary due to changes in applicable laws and regulations.

17.4 Dutch law applies to this license agreement.

17.5 Disputes between the customer and AlphaPort shall be submitted to the competent court in the district where AlphaPort is established.

17.6 A Data Processing Agreement (DPA), which includes additional safeguards for data processing and security, is part of the agreements between the customer and AlphaPort B.V. This agreement is attached as Annex 1 to these terms.

This Data Processing Agreement is part of the agreements between the counterparty (customer) and AlphaPort B.V. AlphaPort B.V. acts as the Processor, while the counterparty acts as the Controller of personal data.

Both parties are individually referred to as a "Party", and collectively as the "Parties".

Considerations:

The Controller has personal data of various customers (hereinafter: Data Subjects).

The Controller uses the AlphaPort BPMS software, which the Processor provides for managing business relationships, invoicing, quotations, cash register systems, workshop management, customer databases, and accounting exports.

The Controller instructs the Processor to process personal data within the AlphaPort online BPMS software, determining the purpose and means of processing in accordance with the main agreement (hereinafter: Main Agreement).

The Processor is willing to comply with the obligations regarding security and other aspects of the General Data Protection Regulation (GDPR).

The Parties wish to record their rights and obligations in this Data Processing Agreement, in accordance with Article 28 of the GDPR.

• Name, Address, City (NAW data)
• Contact details
• Gender
• IP address
• Payment information
• Login credentials

• (Potential) Customers
• Suppliers
• Employees

• Logical access control with strong passwords
• IP restrictions for database and file access security
• Encryption of stored personal data
• Organizational access control measures
• Transport Layer Security (TLS) for secure network connections
• Non-disclosure agreements (NDAs) for employees and subcontractors