General terms and conditions

Last modified: January 1, 2023

1. Introduction

1.1 RTI Blockchain's RTI Dashboard platform (the”Platform“) is a platform that enables companies to administer packaging themselves and make it transparent to other companies that use the platform. Packaging here means products that can be used to enclose, protect, load, deliver and offer other products and that can be used more than once. Packaging transactions relate to the delivery and receipt of these products.

1.2 The Platform is owned and operated by RTI Blockchain B.V. (”RTI Blockchain“,“we“or“us“). The Platform is made available via the RTI Dashboard iOS and Android application and the RTI Dashboard web application.

1.3 When an employee has a user account (the“User account“) created on the Platform on behalf of a company, an agreement is concluded between that company and RTI Blockchain (the“Agreement“) which is governed by these Terms of Service and User Agreement (the“Conditions“) .When you create the User Account, you must accept the Terms

1.4 A company that uses the Platform is defined in the Terms as the “Customer”. Employees who create a user account on the Platform on behalf of the Customer are defined as “Users” in the Terms.

2. Applicability of the terms

2.1 The applicability of any general terms and conditions and/or purchase conditions stipulated by the Customer is expressly rejected. The Terms and Conditions can only be deviated from in writing.

2.2 RTI Blockchain is entitled to change the Terms unilaterally. Any change will be notified to the Customer no later than one month before the change takes effect.

2.3 If any provision of these Terms is null and void or annulled, the other provisions of the Terms will remain in full and unchanged.

3. User account

3.1 The Customer guarantees that the information provided when creating the User Account is accurate and complete. If information in the Customer's User Account is no longer accurate and/or complete, the Customer is obliged to update this information. If it is not possible for the Customer to change the information in the User Account, the Customer will inform RTI Blockchain in a timely manner.

3.2 The Customer will provide the user name and password for the User Account (the”Login“) treat with due care. The Login may not be shared with or transferred to a third party without written permission from RTI Blockchain. The Customer bears the costs and risks for all actions on the Platform that are performed with the User Account, including recording transactions. RTI Blockchain assumes no liability for such actions.

3.3 The User Account consists of information related to the user (the”User Information“) and information relating to the Customer and the transactions carried out on behalf of the Customer (the”Customer Information“).

4. Right to use

4.1 Upon conclusion of the Agreement, the Customer is granted the non-exclusive right to use the Platform and the associated documentation for internal operations during the term of the Agreement in accordance with the provisions of the Terms. Without special written agreements, the Customer is not allowed to use the Platform to provide services for third parties.

5. Rates

5.1 Rates and trial periods. You must pay a subscription fee (as stated on the pricing page on our website at: https://www.rtiblockchain.com/pricing) to use RTI Blockchain, except for the Go license, which we expressly offer free of charge. If you sign up for a free trial of a paid version of the platform, we'll invoice you on the first day after the free trial ends, unless you cancel or downgrade to the Go license before the end of the free trial.

5.2 Automatic subscription renewal. RTI Blockchain subscriptions are automatically renewed at the end of the term (which can be monthly or annual, depending on the plan you chose when you purchased a subscription), and we'll automatically bill you upon renewal unless you cancel or downgrade to the Go license.

5.3 Unless otherwise agreed or determined in writing by RTI Blockchain, all prices stated by RTI Blockchain are exclusive of VAT and other applicable taxes or charges.

5.4 RTI Blockchain is entitled to change the Fee (as expressed at https://www.rtiblockchain.com/pricing) at any time, unless a fixed fee for a fixed period has been determined in writing. A price change will not take effect earlier than 30 days after the Customer has been notified of the change in writing.

5.5 If the Agreement is extended or amended at the request of the Customer, or in the event of unforeseen circumstances, RTI Blockchain may charge the Customer additional costs. RTIBlockchain will inform the Customer of the additional costs as soon as possible. Except in urgent cases, the client will only start work that involves additional costs after the client has agreed to these additional costs.

6. Payment

6.1 Unless otherwise agreed in writing, the Customer must pay the Fee within 30 days of the invoice date. The Fee will be charged monthly. If the invoice amount has not been paid in full within the payment term, the Customer is in default by the mere expiry of the term without any demand or notice of default being required.

6.2 If RTI Blockchain has not received payment of the Fee within the terms set out in paragraph 1 of this article:

1. (a) the Customer is obliged to pay RTI Blockchain interest in the amount of the statutory commercial interest rate of article 6:119 a of the Dutch Civil Code;
2. (b) RTI Blockchain is authorized to deny Customer access to the Platform or specific parts of the Platform until payment of the Fee has been paid;
3. (c) the Customer is obliged to reimburse RTI Blockchain for all extrajudicial collection costs that RTI Blockchain incur in relation to the outstanding amounts.

6.3 Any recourse by the Customer to setoff or suspend payment is expressly excluded unless RTI Blockchain has given prior written consent to a particular suspension or settlement and the claim that is suspended or settled has been unconditionally acknowledged in writing by RTI Blockchain.

7. Termination

7.1 The Customer can terminate the Agreement at any time without giving notice by deactivating the User Account.

7.2 RTI Blockchain can terminate the Agreement with 30 days' notice without the Customer being entitled to any compensation for costs, damage and/or any other form of compensation.

7.3 After cancellation, the Agreement will be terminated with immediate effect and the Customer will be denied access to the Platform and the data registered thereon. RTI Blockchain advises the Customer to export all relevant information registered on the Platform, including packaging transactions and balance information, from the platform and store it at another location before cancelling the Agreement.

7.4 Termination of the Agreement does not release the Customer from outstanding obligations under the Agreement. Payment obligations with regard to obligations already entered into or services already performed remain in full force. In the event of termination of the Agreement, RTI Blockchain is entitled to require immediate payment of all outstanding amounts due to it, regardless of whether they are already due or not.

7.5 Upon termination of the Agreement, User Information will be deleted immediately. Customer Information will not be deleted. In accordance with the provisions of article 12 of the Terms, all images and/or documents stored by the Customer will be deleted immediately after termination of the Agreement. RTI Blockchain is entitled to maintain the user account until all outstanding obligations under the Agreement have been met.

8. RTI's obligations

8.1 RTI Blockchain will make every effort to make the Platform function properly.

8.2 RTI Blockchain cannot guarantee that the Platform will be fully available at all times or that it will function without interruption.

8.3 RTI Blockchain cannot guarantee that the Platform can be used on any operating system, browser or device.

8.4 RTI Blockchain has the right to temporarily decommission the Platform for maintenance or changes to the Platform. RTI Blockchain will, as far as possible, carry out such activities outside office hours (weekdays between 9 AM and 5 PM CET, excluding officially recognized holidays in the Netherlands).

8.5 RTI Blockchain is entitled to change certain parts of the Platform, so that certain functionalities may not be available at certain times or that the Platform no longer functions at all on certain operating systems, browsers and/or devices.

8.6 RTI Blockchain does not verify information registered on the Platform by the Customer and/or Users, including but not limited to packaging transactions, and is not responsible for such information. RTI Blockchain cannot guarantee the accuracy of the information registered by the Customer and/or Users.

8.7 RTI Blockchain is not a party to any agreement or agreements between Customers. Customers must resolve any disputes among themselves.

9. User obligations

9.1 When using the Platform, the Customer will not act in violation of the Terms, the provisions of the law, public order or good morals. In the event of such violations, RTIBlockchain may temporarily or permanently block access to the Customer's User Account or terminate the Agreement with immediate effect and delete the User Account in accordance with the provisions of these Terms.

9.2 While using the Platform, the Customer will not infringe the intellectual property rights of RTI Blockchain or third parties. The Customer will not reproduce or disclose information, images or other materials provided by RTI Blockchain on the Platform.

9.3 The Customer is responsible for actions performed under the User Account linked to the Customer. In the event of misuse of the User Account, RTI Blockchain may temporarily or permanently block access to the Customer's account or delete the User Account in accordance with the provisions of these Terms.

9.4 The Customer is responsible for regularly making an internal copy of the information registered on the Platform.

10. Force majeure

10.1 If RTI Blockchain is unable to fulfill its obligations under the Agreement as a result of force majeure or other extraordinary circumstances, including but not limited to unexpected service failures at RTI Blockchain and/or third parties (whether or not engaged by RTI Blockchain), or shortcomings in compliance by third parties engaged by RTI Blockchain, RTI Blockchain is entitled to resume the execution of (part of) the Agreement at a later date.

11. Liability and Indemnification

11.1 RTI Blockchain is not liable for:

1. 11.1.1 indirect damage suffered by the Customer as a result of using the Platform;
2. 11.1.2 damage resulting from the Platform being temporarily or permanently unavailable, regardless of the basis of liability;
3. 11.1.3 damage resulting from unauthorized use of the Login;
4. 11.1.4 damage resulting from the registration of incorrect and/or incomplete information on the Platform by Users;
5. 11.1.5 damage resulting from the deletion of information registered on the Platform when a User Account is deactivated;
6. 11.1.6 damage resulting from the Customer not having a current internal copy of the information registered on the Platform available.

11.2 RTI Blockchain's liability is in all cases limited to the amount that Customer owes RTI Blockchain for the use of the Platform in the year prior to the event that led to the damage. If RTI Blockchain is insured for this damage, this liability is limited to the amount paid out by the insurer.

11.3 The provisions of this article do not apply if the damage is caused by intent or gross negligence on the part of RTI Blockchain.

11.4 The Customer indemnifies RTI Blockchain against all harm, sanctions, claims and/or damage suffered or suffered by RTI Blockchain as a result of a breach of the Agreement by the Customer.

12. Privacy

12.1 In the context of the implementation of the Agreement, RTI Blockchain processes personal data within the definition of the General Data Protection Regulation (the “General Data Protection Regulation”).GDPR“) as controller within the definition of Article 4 paragraph 8 of the GDPR (”Data controller“). More information about this processing of personal data can be found in the RTI Blockchain Privacy statement [https://www.rtiblockchain.com/privacy-statement].

12.2 The Customer can register various types of information on the Platform by, for example, uploading documents and/or images. This information can be partially or fully qualified as personal data within the definition of the GDPR. The parties agree that RTI Blockchain will provide this personal data (“Personal Data“) will process as a processor within the definition of article 4 (8) of the GDPR on behalf of the Customer as Controller. The articles on this processing are

12.3 to 12.11.12.3 The Customer instructs RTI Blockchain to process the Personal Data to enable the Customer to store and use the Personal Data on the Platform.

12.4 RTI Blockchain processes the Personal Data solely on the basis of the written instructions of the controller, except where a provision of Union law or the law of an EU Member State that applies to RTI Blockchain requires RTI Blockchain to process this Personal Data; in that case, RTI Blockchain will inform the Customer of this provision prior to processing, unless such legislation prohibits such notice for serious reasons of public interest.

12.5 Customer hereby gives RTI Blockchain permission to provide third parties (”Sub-processors“) to enable the processing of Personal Data on behalf of RTI Blockchain. Currently, RTI Blockchain works with the following Sub-Processors: Ledger Leopard, Microsoft Azure, Cassiux BV and Exact Software. RTI Blockchain will inform the Customer of intended changes regarding the addition or replacement of Sub-Processors, giving the Customer the opportunity to object to this. The Customer will only object to the use of Sub-processors if the Customer has good reason to do so.

12.6 RTI Blockchain ensures that persons authorized to process the Personal Data have committed themselves to confidentiality or are subject to an applicable legal duty of confidentiality. RTI Blockchain ensures, in the form of a processing agreement or sub-processor agreement, that a Sub-processor is bound by RTIBlockchain's obligations under this article.

12.7 Taking into account the state of the art, the implementation costs and the nature, scope, context and purposes of the processing, as well as the risks of varying probability and seriousness for the rights and freedoms of natural persons, RTI Blockchain will take appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

12.8 Taking into account the nature of the processing, RTI Blockchain will take appropriate technical and organizational measures to support the Customer, as far as possible, in fulfilling its obligations to respond to requests to exercise the rights of data subjects (as listed in chapter III of the GDPR).

12.9 Taking into account the nature of the processing and the information held by RTI Blockchain, RTI Blockchain will assist the Customer in fulfilling the Customer's obligations under articles 32 to 36 of the GDPR as far as possible.

12.10 Upon termination of the processing services, RTI Blockchain will erase or return all Personal Data to the Customer, as requested by the Customer, and delete existing copies, unless storage of the Personal Data is required by a provision of Union law or the law of an EU Member State that applies to RTI Blockchain.

12.11 RTI Blockchain will provide the Customer with all information necessary to demonstrate compliance with the obligations set out in this article and will allow and cooperate with audits, including inspections, carried out by the Customer or another auditor mandated by the Customer.

13. Support

13.1 Questions and/or requests regarding the Platform can be addressed to RTI Blockchain via support@rtiblockchain.nl. RTI Blockchain strives to respond to every question/request from the Customer within one business day.

14. Miscellaneous

14.1 The Agreement is governed exclusively by Dutch law. 14.2 Disputes between RTI Blockchain and the Customer will be settled by the competent Dutch court in the district of Central Netherlands to the exclusion of all other forums.

‍