Terms and Conditions

**1. General** 1.1. The Customer Asset Portal (the “**CAP**”) is owned, operated and maintained by De Lage Landen International B.V., a private company with limited liability, incorporated under the laws of the Netherlands under number 17056223 with registered office at Vestdijk 51, 5611 CA, Eindhoven, the Netherlands (hereinafter “**DLL**”). These terms and conditions, dated 08 August 2021, govern the use of the CAP (the “**Terms of Use**”). 1.2 The CAP is made available for the following users (hereinafter “**you**”): 1. DLL members; 2. DLL customers and customer’s employees; and 3. DLL partners and partner’s employees. 1.3 Users listed on letter “b” of clause 1.2 above can, under their own scrutiny and decision, request the onboarding of third parties to access the CAP. DLL has no control, command or influence regarding such decision, and the role and scope of the access, viewing and edit rights, including the quality of the data inserted by you or the third party. **2\. Acceptance of these terms of use** 2.1 You agree to accept and to be bound by the CAP terms of use (including any changes, modifications and/or replacements) by clicking “accept”, “agree” or similar when registering, accessing, logging-in, using and/or providing information to or through the CAP. If you are using the CAP on behalf of a company or organization, you warrant that you are entitled to bind that company or organization to these terms of use. 2.2 If you do not accept and/or do not want to be bound by these terms of use, do not click “accept”, “agree” or similar, and do not access or otherwise use CAP. If you wish to terminate this agreement, please read Provision 18. **3\. Modifications of these terms of use** 3.1 These terms of use are current as of the effective date set forth above. DLL reserves the right to change these terms of use from time to time. These changes will be effective as of the date DLL post the revised version on CAP. 3.2 If DLL makes material changes to the terms of use, you will be required to “accept”, “agree” or similar to the amended terms of use when accessing, logging-in and/or using CAP. **4\. Your privacy** 4.1 As a Controller of your personal data, which you may share with DLL through this web portal or otherwise, DLL will at all times process it with the utmost care and respect for your privacy. In a transparent manner, DLL describes how your data is used in its [Privacy Notice](~/link.aspx?_id=78D62630C23A4473BC38B95C3690BB84&_z=z) and [Cookie Statement](~/link.aspx?_id=2B268D30A71145D5AF4F0B3895293F4F&_z=z), respectively. When you proceed to register for this service, and to subsequently use or access this web portal/app, DLL will construe this as an indication and acknowledgement that you have read and understood its Privacy Notice and Cookie Statement. **5\. Modification and Discontinuation of CAP** 5.1 DLL reserves the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this web portal (or any portion thereof) and/or the information, materials, products and/or services provided through CAP (or any part thereof). 5.2 You agree that DLL has no obligation to provide any updates or to continue to provide or enable any particular features or functionality, and that DLL shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of CAP. **Obligations and Responsibilities** **6\. Logging-in** 6.1 Before accessing CAP for the first time, you have to set a password through e-mail authentication. After that, you may log-in using your credentials (e-mail and password). 6.2 You are responsible for safeguarding your log-in details and for any activities and actions taking place under your account, regardless of whether such activities are undertaken by you, your employees or a third party. Except to the extent a breach of these terms of use is caused by DLL, DLL and its affiliates are not responsible for unauthorized access to your account or related information. You agree to use a strong password, keep log in details confidential and not share log-in details with any unauthorized person or third party. 6.3 You must notify DLL at [CAP.support@dllgroup.com](mailto:CAP.support@dllgroup.com) immediately if you become aware of any unauthorized use of your log in details or any other breach of security. **7\. Your use of CAP** 7.1 When using this web portal, you agree that: 1. To the extent you provide any information to DLL, it will be true, accurate, current, and complete and that you will update all information as necessary; 2. You are responsible for any documents, content, text, images, data, or other information or materials of any kind you upload, store, update, edit, delete, erase and maintain on CAP (“**User Content**”). 3. You are fully responsible for any decision taken in regards or having as basis the data, content, documents, text, images, and/or similar information which is accessed on CAP (“**DLL Content**”), including those inserted by DLL, its affiliates, its partners, and/or third parties (including suppliers and/or dealers). DLL shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any data, content, documents, text, images and/or similar information available on CAP, except for loss or damages provided under Provision 16.2. In this regard, you agree to check, maintain and amend, to the extent necessary, DLL Content. **8\. Fees and Payment** 8.1 DLL does not, at this time, bill for the use of CAP. DLL reserves the right to charge for such services and use in the future and reserves the right to bill for any special requests or demands that are not generally provided as part of CAP. 8.2 If DLL charges you, all fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax.  You will provide any information DLL reasonably requests to determine whether DLL are obligated to collect VAT from you, including your VAT identification number.  If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing DLL with legally-sufficient tax exemption certificates for each taxing jurisdiction. DLL will apply the tax exemption certificates to charges under your account occurring after the date DLL receives the tax exemption certificates.  If any deduction or withholding is required by law, you will notify and pay DLL any additional amounts necessary to ensure that the net amount that DLL receives, after any deduction and withholding, equals the amount DLL would have received if no deduction or withholding had been required. Additionally, you will provide DLL with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. **Rights and limits** **9\. Permission, restrictions and conditions** 9.1 Subject to these terms of use, DLL grants you a limited, non-exclusive and non-transferable permission to lawfully access and use CAP. All licenses granted to you in this terms of use are conditional on your continued compliance to these terms and conditions, and will immediately and automatically terminate if you do not comply with any term or condition of this agreement. 9.2 When accessing and using CAP, you agree that you will not and will ensure that any other party acting on your behalf will not: 1. Violate applicable laws or regulations; 2. Use CAP for unlawful purposes, or for (the promotion of) illegal activities, or in a way that could be detrimental to the reputation of DLL and/or its affiliates; 3. Copy or post the content provided to you by DLL on CAP on any network computer or broadcast the content in any media; 4. Probe, scan or test the vulnerability of any systems or networks, or breach or circumvent any security or authentication measures; or 5. Decompile, decrypt, dissemble, modify, translate, adapt, copy, reformat, create derivative works of, or reverse engineer this web portal, the content or the services, or the credentials necessary to access these, except as expressly permitted pursuant to these terms of use. 9.3 You acknowledge and agree that the access and use of CAP is provided under permission. You do not acquire any ownership interest in this web portal under these terms of use, or any other rights thereto other than to use and access CAP in accordance with and subject to all terms, conditions and restrictions, as defined below. DLL is entitled to block your access this web portal at any time, particularly if you violate any of these terms of use. **10\. Ownership of this web portal and its content** 10.1 CAP and all content provided by DLL are protected under applicable intellectual property and other laws, including without limitation the laws of the Netherlands. All content and intellectual property rights therein are the property of DLL or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws. 10.2 The presence of any content on CAP does not constitute a waiver of any right in such content. You do not acquire ownership rights to any such content viewed through this web portal. Except as otherwise provided herein, none of this content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without DLL express prior written permission. **11\. Trademarks** 11.1 The DLL names and logos (including, without limitation, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing in CAP, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of De Lage Landen International B.V. and/or its affiliates ("**DLL Marks**"). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within CAP are the property of their respective owners. You are not authorized to display or use the DLL Marks in any manner without DLL prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this site without the prior written permission of such owners. The use or misuse of the DLL Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited. **12\. Third party content** 12.1 CAP may display, include or make available third party content, including contractual data, information, and/or materials. In addition, CAP may provide to you asset-related information that is inserted and uploaded by third parties, including suppliers and dealers (hereinafter “**Third Party Materials**”). 12.2 You acknowledge and agree that DLL is not responsible for any Third Party Materials displayed and provided to you on CAP, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. DLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. **13\. Links to third party websites** 13.1 CAP may provide links to other websites operated by third parties. DLL is not responsible for the availability of those websites and does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. DLL shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These terms of use do not apply to your use of third party websites; your use of such websites is subject to the terms and policies of the owner of such websites. **14\. Confidential Information** 14.1 You may not disclose to any third party, any content you download from CAP or otherwise receive from or on behalf of DLL which is proprietary, marked as confidential or would normally be considered confidential under the circumstances (“**Confidential Information**”). 14.2 Confidential Information does not include information that (a) has become publicly known through no breach of any obligations of confidentiality; (b) has been independently developed without access to the Confidential Information; (c) is received by you from a third party who has the lawful right to disclose such information; or (d) required to be disclosed by law or by a governmental authority. **Disclaimer and Limit of Liability** **15\. Disclaimer of Warranties** 15.1 CAP is provided on an “as is”, “as available” basis, without representations or warranties of any kind. DLL and its affiliates make no representations or warranties with respect to the functionality of this web portal, or any product or service provided on CAP, including any representation that this web portal will be available or that it will meet your requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that CAP, its servers, or any transmissions sent from DLL or through CAP will be free of any harmful components (including viruses). DLL and its affiliates do not make any representations or warranties against the possibility of deletion, loss, misdelivery, or failure to store information, personalized settings, and/or other data.  15.2 While DLL and its affiliates make every effort to provide accuracy of data, DLL gives no warranty about the accuracy, completeness, or adequacy of the contents and information of this and on CAP, and take no responsibility for matters arising from changed circumstances or other information or material which may affect the accuracy or currency of information on this web portal. DLL will always use all reasonable and appropriate measures to ensure the accuracy and timeliness of all information provided on CAP. 15.3 You accept that DLL’s shareholders, owners, officers, directors, employees and other representatives shall have the benefit of this clause to the maximum extent permitted by law. Applicable law may not allow the limitation of certain warranties, so all or part of this disclaimer of warranties may not apply to you. 15.4 You represent and warrant that the content you provided does not violate the law nor infringe any rights of third parties and that you have the right to upload, store and maintain such user content. DLL shall in no way be held liable for such user content provided by you. **16\. Limitation of Liability** 16.1 To the fullest extent permitted by law, in no event shall DLL, its affiliates, personnel, subcontractors or agents be liable for any direct loss or any indirect, incidental, consequential, special or punitive damages (including lost profits or lost business opportunities, reputation and loss of data),  in connection with or arising out of access and use of CAP and/or these terms of use. 16.2 These limitations of liability do not apply to loss or damages resulting from fraud, gross negligence, intentional misconduct, intent (opzet) or willful misconduct (grove schuld) by DLL, its affiliates, or the management (leidinggevenden) of DLL. **17\. Indemnification** 17.1 You agree to indemnify, defend and hold harmless DLL, its subsidiaries and affiliates, and respective officers, agents, partners and employees, from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of CAP in violation of these terms of use and/or arising from a breach of these terms of use and/or any breach of your representations and warranties set forth above and/or if any material that you post using CAP causes DLL to be liable to another. DLL reserves the right to defend any such claim, and you agree to provide DLL with such reasonable cooperation and information as DLL may request. **Termination** **18\. Term and Termination** 18.1 Your access and/or use of CAP commences upon first time access and/or use of this web portal and will continue until terminated by you or DLL as set forth in this section. 18.2 DLL may terminate your access and/or use of this web portal at any time without notice if you violate any of these terms of use. 18.3 DLL may terminate access and/or use of this web portal for any reasons by providing you with advance notice within a reasonable time frame. You may terminate its access and/or use of CAP at any time by contacting DLL at [CAP.support@dllgroup.com](mailto:CAP.support@dllgroup.com). 18.4 In case you would like to keep a copy of the data available on CAP before terminating your access, you may use the export functionality to download your information. Upon termination, all rights granted to you under these terms of use will also terminate and you must cease all use of CAP. You remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination. 18.5 Termination will not limit any of DLL’s rights or remedies under these terms of use or at law. **Governing Law and Dispute Resolution** **19\. Governing Law** 19.1 These terms of use are governed by and construed in accordance with the laws of The Netherlands without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to these terms of use or the access and use of CAP shall be instituted exclusively in the competent courts of Amsterdam, the Netherlands. 19.2 English language words used in these terms of use intend to describe Dutch legal concepts only and the consequences of the use of those words in English law or any other foreign law shall be disregarded. **Miscellaneous** **20\. Force majeure** 20.1 DLL and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond DLL reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. **21\. Severability** 21.1 If any provision of these terms of use is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these terms of use will continue in full force and effect. **22\. Entire Agreement.** 22.1 These terms of use constitute the entire understand and agreement between you and DLL with respect to your access and use of CAP and supersede all prior or contemporaneous communications, negotiations, and agreements, whether written, oral, or electronic, between you and DLL with respect to this web portal and your use of it. 22.2 In case of any conflict of interpretation between the English version of the terms of use and any other version provided in different languages, the English version shall prevail. **23\. Waiver** 23.1 No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. **24\. Questions** 24.1 If you have any questions about Customer Asset Portal or these terms of use, please contact DLL using the following [CAP.support@dllgroup.com](mailto:CAP.support@dllgroup.com).