Legal

Applicability and Scope

1. These general terms and conditions are applicable to the use of and access to our Watermelon Software and our Services for you, your customers, and the Users.
2. By creating an account on the Watermelon platform, making use of our Watermelon Software or our Services you, your customers and Users accept our General Terms and Conditions, our Privacy Policy and our Terms and Conditions of Access. These terms apply to demos, trial accounts, Services, and all subscriptions to our Watermelon Software.
3. The General Terms and Conditions apply directly to all our Quotes and special offers. The General Terms and Conditions form an integral part of every Quote or special offer. Deviation from these Terms and Conditions is only possible if both parties have agreed to this in advance and in writing.
4. When the Watermelon Software uses services and software of third parties, in addition to the General Terms and Conditions of Watermelon, the standard (license) terms of the relevant third party also apply. We are not responsible for the services of this third party. We expect you to accept the standard (license) terms of third parties and can provide a copy of those standard (license) terms at your request.

Access to and Use of the Watermelon Software

1. We grant you and the Users access to the Watermelon Software as long as you are not in arrears with payment, and you and the Users adhere to these General Terms and Conditions and the Terms and Conditions of Access. We will work hard to make the Watermelon Software available 24/7 and to provide access to the stored Data in accordance with the Documentation, with the exception of announced maintenance (downtime) and force majeure situations. We do not guarantee the availability of the Watermelon Software. For some subscriptions, we may negotiate a Service Level Agreement (SLA) with you. We will send it to you with the Quote.

Updates & Support & Availability

1. Our service and support teams are ready to provide you with the best possible support with any questions or problems you have regarding the use of the Watermelon Software or the Services. A description of the Watermelon Software functionality is available in the Documentation. If we have developed additional features for you via our Services, the functionality is laid down in writing in the binding Quote.
2. We support the latest versions of the following browsers: Firefox, Chrome, and Safari.
3. If we know that the Watermelon Software will be temporarily unavailable (downtime due to, for example, a malfunction, maintenance, modification or improvement of the Watermelon Software), we will notify you five (5) days in advance on our status page (https://status.watermelon.ai/). In the instance of force majeure, we endeavor to make the Watermelon Software and the Data available and accessible as soon as possible (see article 14 force majeure).
4. We will do our utmost to ensure the availability of the Watermelon Software during office hours in the Netherlands is as high as possible. If we have agreed to a special SLA in the Quote, it will state the availability that we have agreed.
5. Watermelon is not required to provide backups of Data to the User or to you, unless there is evidence of a significant data loss, in that instance only to the extent that Watermelon has the backups. We determine if a large data loss has occurred. Watermelon may charge costs for providing a backup with Data.
6. We regularly release updates. We issue updates regularly to repair known issues and roll out small improvements in the functionality and operation of the Watermelon Software.
7. We also regularly release new versions of the Watermelon Software. We do this to implement new functionality. We adjust the Documentation for major updates and new versions. If an update, change, or new version leads to a significant change in functionality, we endeavor to inform you in a timely fashion. When you choose not to install our updates and new versions, regardless of the reason, we will not be liable for any errors or restrictions on your access or use of the Watermelon Software that arise as a result. We are not obliged to maintain, change, or add certain features or functionalities to the Watermelon Software for you.

Duration – Notice Period – Termination

1. Unless your account or your access to the Watermelon Software is prematurely terminated by us in accordance with these General Terms and Conditions, you will have access to the Watermelon Software for the duration of the subscription you have chosen. After that, the duration of your access or account will automatically be extended each time for the duration of the subscription that you initially chose.
2. If you do not want your subscription and therefore access to your Watermelon account to be extended, you need to cancel your Watermelon subscription yourself. You can do this via the following link: cancel here. Once the form is completed, your cancellation will be officially submitted and we will start processing it. You will receive a confirmation from us within 3 business days. By doing so, you are terminating the agreement we have entered into as of the end date of the term. We cannot process cancellations in any other way due to privacy reasons. If your account or access has already been extended indefinitely, your cancellation will take effect immediately after we receive your cancellation on the next renewal date.
3. If you have a subscription for a limited time for an account and access to the Watermelon Software and the Services, you cannot terminate your subscription prematurely.
4. If you have received a Quote from us containing an offer of access and use of the Watermelon Software and provision of the Services, the duration of your access and use is noted therein. The offer as presented in the Quote is valid for thirty (30) days after the Quote date.
5. We reserve the right to unilaterally terminate the Subscription with a notice period of one month, if we believe that the partnership or collaboration no longer meets our expectations. In such a case, Watermelon will always first inform you in writing and attempt to resolve the issue through consultation.

Information from you

1. To provide a relevant, timely and accurate Quote, we need correct and complete information from you. At a minimum you should provide us with the number of Users who need access and will use our Watermelon Software. When you alter (specific) information after a Quote is provided, this can have an impact on the Quote we have made.
2. In the unlikely event that we make an obvious mistake in the Quote, we are not obliged to adhere to it. We hope for your understanding in this situation.

Trial version/demos/subscriptions/updates

1. When creating an account, you choose between the various subscriptions for access and use of the Watermelon Software offered at that moment. You can indicate the number of conversations that you are purchasing access and use for. The prices are published on our website, or can be found in the Quote specially drawn up for you.
2. With an account or subscription, you can use the Watermelon Software – but check the Documentation for the functionality and terms that are associated with your account or subscription. These General Terms and Conditions also apply to demos and free trials.

Terms and Conditions of Payment

1. The Watermelon fee is calculated based on a fixed annual price and three variable components based on the amount of conversations, chatbots and languages you are using.
2. All prices are indicated in Euros, exclusive of VAT tax, unless otherwise indicated. You pay without deduction or settlement, without suspension due to intended or actual shortcomings.
3. We reserve the right to raise the prices that we have agreed upon every year on January 1st by a maximum of 10%. We are not obligated to offer you the opportunity to cancel in advance.
4. If our standard credit check reveals that you have an increased risk profile for Watermelon, Watermelon will inform you about this in writing and we can ask for a (full) advance payment of the agreed fee from you.
5. We invoice electronically. This means that we send our invoices digitally to you and process them automatically. You are responsible for the accuracy of the bank details provided, by this we mean the account number and the account holder’s name.
6. Unless otherwise agreed upon in the Quote, the payment for your account and use is made in advance by an automatic direct debit transaction. You are required to pay an invoiced amount within the payment period as indicated in the Quote, but no later than 14 days. For all alternative payment methods, Watermelon reserves the right to charge an administrative transaction fee.
7. By providing your payment details, including your account number and account holder’s name, and by confirming the automatic direct debit payment method, you authorize (a) Watermelon B.V. and Stripe, our payment processors, to submit instructions to your bank in order to debit your account directly and (b) to allow your bank to debit your account in accordance with the instructions. The instructions that Watermelon B.V. and Stripe send to your bank are in accordance with the Watermelon payment terms as indicated in these General Terms and Conditions.
8. If the automatic direct debit transaction fails, you will automatically receive a message from us. In such an instance, Watermelon will try again to collect the amount due by direct debit. In the event that the automatic direct debit transaction fails two or more times within the Offer period, Watermelon will send you an invoice with the request to pay the amounts due by bank transfer within 14 (fourteen) days after the invoice date. In addition to the amounts already owed, Watermelon will add an administrative fee of € 25 (twentyfive Euro) excluding VAT tax to the total invoice amount.
9. If you do not pay within the required period as indicated in articles 7.7 or 7.8, you are automatically in default, and we can apply the statutory interest for Commercial Transactions. The interest accrues immediately on the due date of the invoice until the day where the invoice is paid in full.
10. We reserve the right to charge you all costs, including extrajudicial collection costs, when you fail to meet one or more responsibilities in a timely or correct fashion, where the extrajudicial costs are a minimum of 15% of the invoice amount, with a minimum van € 100,–.
11. Complaints or comments about invoices must be send in writing or via email to finance@watermelon.ai and within a period of seven (7) calendar days after the invoice date. After the expiration of this period you are deemed to have accepted the invoice. A complaint does not relieve the obligation to pay for all or part of the invoice.

Confidential Information

1. By “Confidential information we mean all information that is or will be made available by the providing party to the receiving party for the preparation or performance of the Quote or the Services, whether verbally or in writing. Confidential information refers to financial, commercial, and technical information, financial results, analysis and forecasts, customers and prospect lists, trade secrets and other information related to a company or business. The receiving party will keep the Confidential Information secret, not distribute this information with third parties and only use the information for the creation or implementation of the Quote or the Services. Parties also impose the obligations referred to in this article on their employees and third parties that are involved in the performance of the contractual obligations of that party.

Intellectual Property Rights

1. All intellectual property rights in the (i) Watermelon Software, Confidential Information of Watermelon, software, analysis, designs, documentation, counsel, reports, Quotes, and preparatory materials thereof (hereafter referred to as “the Materials”), and (ii) Materials generated as part of our Services, reside solely with Watermelon and our licensors.
2. We provide you with a non-exclusive, non-transferable right to use the Watermelon Software, but only in accordance with these General Terms and Conditions. User rights explicitly to not include access to and/or use of the source code of the Watermelon Software.
3. The Data belongs to you, including any intellectual property rights thereon.
4. It is not permitted to remove or change any indication of rights to intellectual property in the Materials, including indications regarding the confidential and secret nature of the Materials.
5. Watermelon reserves the right to take technical measures to protect the Materials. When Watermelon has secured the Materials through technical protection, you are not permitted to remove or circumvent this protection.
6. We consider every form of use, copying, and disclosure of the Materials that falls outside the bounds of these General Terms and Conditions as an infringement on our intellectual property rights. If you do this, you will owe Watermelon an immediately payable and not subject to judicial mitigation fine of € 10.000,- per infringing act. The fine is increased by a sum € 500,- for each day that the infringement continues, where Watermelon reserves the right to submit a claim for compensation for the actual, full damages caused by the infringement or to take other judicial actions in order to end the infringement.

Privacy

1. Privacy is especially important to us, and we have written down in our Privacy policy how we deal with this at Watermelon. We are only responsible for personal data that we process from website visitors and personal data that we process with regard to your use of the Watermelon Software. We are not responsible for the processing of the personal data of your customer and Users. You are responsible for informing these parties in accordance with privacy laws.
2. We use cookies and other tracking technologies on our website, as described in our Cookie policy.
3. You must take into account that third parties, as referred to article 1.4, may process personal data. You must also conduct your own research into this processing of personal data. We are not liable for the processing of personal data by this third party.
4. Our standard data processing agreement can be found underneath the general terms and conditions. When you agree to these General Terms and Conditions (see article 1.2), then you have also accepted the Data Processing Agreement.

Services provided by and not provided by Watermelon

1. We do our best to provide the Services and implement the Quote in a way that makes you as satisfied as possible.
2. All agreements between us qualify as a best efforts obligation, unless we have explicitly agreed on a result in the Quote. This result must be described in writing with sufficient determinability.
3. We reserve the right to engage third parties in the performance of our Services and in the provision of the Watermelon Software.
4. When we, at your request or with your consent, have to perform work that falls outside of the scope of our Quote, we will charge you the associated hours and costs. We are never obliged to comply with such a request.
5. If we cannot meet our agreed deadlines because, at your request or with your consent work has to be performed that we have not included in our Quote, we expect your understanding in this event. If additional work is required during the execution of the terms of the Quote, that is not a valid reason for you to terminate or dissolve the Quote.
6. The agreed deadlines for the delivery of the results from the Services from Watermelon as described in the Quote are not strict timelines.

Guarantees

1. We guarantee that we are the owner of Watermelon Software, or that we have legal permission from our suppliers and licensors to provide access to and use of the Watermelon Software to Users.
2. We guarantee that the Watermelon Software does not contain viruses, back doors, logic bombs or other malicious materials.
3. Although we have compiled our Watermelon Software with the greatest possible care, we can unfortunately not guarantee that it will operate and be available without disruption, error or malfunction, or that the information we provide is always complete, correct and/or up-to-date. Our Documentation contains a description of what you can expect from the Watermelon Software. Only if we have agreed an SLA with you in the Quote, you are entitled to the availability under that Service Level Agreement (SLA).
4. If you are not satisfied with the quality of the Services, we request that you inform us in writing as soon as possible and describe as accurately as possible what you think has gone wrong. We will review your complaint and if we agree, then we will compensate you for (the portion of) the Services that have not been properly delivered to you free of charge.

Indemnification

1. Watermelon is not the owner of the Data, or of information or materials that is sent or used via the Watermelon Software by you or by your Users. As specified in the Terms and Conditions of Access, you and the User are responsible for your Data and for the accuracy, quality, integrity, legality, reliability, appropriateness and the possible infringement on the intellectual property rights of third parties and of the Data entered.
2. If you are faced with a legal claim from a third party in which it claims that the Watermelon Software infringes an intellectual property right of that third party, we will indemnify you against this legal claim. We expect that you will inform Watermelon immediately in writing about the existence of and the contents of this legal action and allow Watermelon to handle the legal action fully from that point moving forward. We also expect that you provide the necessary authorizations, information, and cooperation to Watermelon in order to defend you from this legal action.
3. The obligation to indemnify, as referred to in the previous paragraph, does not apply in the instance that the infringement is related to:
   • Data, information, or matters that you have provided to us for use, adaptation, processing or incorporation for the creation or execution of a Quote; or
   • changes that you, or a third party have made to Watermelon Software without our written permission.

Force majeure

1. In the instance of force majeure, the availability of the Watermelon Software and Services may be impacted (see article 3). Therefore, we cannot guarantee the uptime during force majeure, even under an SLA. If force majeure presents itself, Watermelon reserves the right to suspend its obligations for as long as the force majeure lasts. A force majeure does not suspend your obligations.
2. Force majeure is any circumstance, independent of the will or control of Watermelon, that temporarily or permanently prevents the execution of a Quote or your access to your account or the Watermelon Software, which should not be at the risk of Watermelon, neither by law nor by standards of reasonableness and fairness, such as: malfunctions or downtime of internet and telecommunications infrastructure, synfloods, network attacks, DoS- or DDoS-attacks, power surges, national riots, mobilization, war, stoppages of traffic, strikes, lockouts, industrial disturbances, stagnation in supply, fire, flood, supply and demand obstacles and force majeure from third parties that Watermelon utilizes to fulfil its obligations (such as but not limited to the hosting of the Watermelon Software), whereby fulfilment of obligations cannot be reasonably expected of Watermelon.
3. Watermelon endeavors to inform you as quickly as possible within a reasonable period of time in the event of force majeure.
4. If a portion of our obligations as described in the Quote have been completed, we reserve the right to send you a partial invoice. But we must remain reasonable. If the force majeure situation lasts longer than three (3) months, we may both terminate the agreement prematurely without observing notice periods.

Limitation of Liability

1. We are never liable for damage, except where our Watermelon Software or Services have directly caused you direct damage.
2. Direct damage refers exclusively to the material damage that is the direct result of an attributable breach, or wrongful act from us. Direct damage refers to the following costs:
   1. the reasonable costs incurred to determine the cause and extent of the direct damage;
   2. the reasonable costs incurred to determine our breach with regards to the contract, unless this breach cannot be attributed to us;
   3. the reasonable costs made to limit or to repair the damage. You must be able to provide evidence that you have actually limited the damage by incurring these costs.
3. In the instance that we are liable for damage, the amount of our liability is limited to the coverage of our liability insurance and to the amount that will be paid out in the context of the industry/business liability insurance in the relevant case, plus the deductible of Watermelon.
4. If the insurer intends not to pay, or if the damages are not covered by insurance, our liability is limited to a maximum of 50% of the invoice value of the specific portion of the Quote to which the liability relates.
5. We are never liable for indirect damage (such as but not limited to damage from business interruption, lost profits, loss of company data, consequential damages, or missed savings).
6. If the damage can be attributed to intentional or gross negligence of Watermelon, the financial limitations of our liability as indicated above do not apply.
7. Parties do not incur liability for the following situations from which damage could arise:
   • the receiving party was provided with incorrect or incomplete information from the disclosing part and have (in part) based performance on that information;
   • force majeure;
   • failure of the Watermelon Software;
   • the integration of Watermelon Software with, for example, applications or integrations (APIs) of third parties that no longer work, as a result of changes in the applications or integrations of third parties; or
   • changes by third parties other than on behalf of Watermelon to the Watermelon Software
8. If you want to hold us liable because we do not (fully) uphold our obligations as outlined in the Quote, you must first inform us of this liability in writing and allow us a reasonable period to attempt to fulfil the unfulfilled, incompletely fulfilled or incorrectly fulfilled obligation. If you want to hold us liable, you must do so within 12 months of the event where the specific damage or lack of fulfillment occurred.

Termination

1. Watermelon has the right to terminate your subscription, without notice and without being obligated to pay any compensation:
   1. if you are in default; or
   2. if you have been declared bankrupt, if a party admits inability to pay its debt or the statutory debt rescheduling scheme has been declared applicable, or a request for one of the aforementioned proceedings is pending; or
   3. if the Privacy policy or the Terms and Conditions of Use are not upheld by you or by Users.
2. If we terminate the agreement, you have to fulfill your (payment) obligations based on your subscription or from the Quote. Watermelon reserves the right to claim to following sums from you: damage, costs and lost interests attributable to your shortcoming, costs associated with terminating the contract and lost income associated with the termination actions.

Changes to the Watermelon General Terms and Conditions

1. Watermelon reserves the right to change these General Terms and Conditions and to publish a new version.
2. Changes also apply to previous agreed Quotes. We apply a thirty (30) day period that begins after the change to these General Terms and Conditions has been published on the Watermelon website, or when you have received an email in this regard.
3. When you do not want to accept a change to these General Terms and Conditions, you can, until the date on which the new General Terms and Conditions take effect, terminate your Quote or your account and access.

Additional Considerations

1. Changes in the direct or indirect control of Watermelon, its (fruit)name, or company type are not a valid reason for cancellation or dissolution.
2. All legal relationships between us to which these General Terms and Conditions apply are exclusively governed by Dutch law.
3. The judge of the judicial district of Midden-Nederland, location Utrecht, has exclusive jurisdiction with regard to any dispute between Parties over the realisation of or interpretation of the Quote or agreement.

Definitions of legal terms

The GDPR uses a variety of legal terminology. In order to make this data processing agreement understandable to you, we first explain here the relevant terms:

Personal Data: Every piece of data about a natural person that can directly or indirectly identify them. For example, a name, (email) address or telephone number.

Data Subject: The person to which a piece of Personal Data is related, or his/her representative. This is, for example, a customer or supplier from whom you have saved the (email) address or telephone number.

Third Party: A natural person or legal entity, a governmental agency, a service or other organ, not being the Data Subject, the Data Controller, or the Data Processor.

Master Agreement: The agreement(s), including the quotation (both written and/or digital form on the Watermelon Platform), the general terms and conditions and the terms of use with associated attachments,  between you and Watermelon regarding the provision of services by Watermelon, the Data Processor, to you, the Data Controller, and to which this Data Processing Agreement is an addendum. 

Sub-processor: A party engaged by the Data Processor for the fulfilment of the Data Processing Agreement and the associated processing of Personal Data.

Processing of personal data: Any operation or set of operations which is performed on personal data, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or use of personal data.

Data Controller: The person or organization that determines:

• if Personal Data may be processed, and if so, which data;
• the goal with which this Personal Data may be processed;
• what the processing entails; and
• which means may be used to that end.
  As indicated, you are the Data Controller of the Personal Data. When you are named as the Data Controller in this agreement, we are referring to “you” in relation to the company for which you work / of which you are the owner.

Data Processor: The person or organization that Processes Personal Data on behalf of the Data Controller, for example, Processing via a web application, without coming under the direct authority of that party. In this Data Processing Agreement, Watermelon is the Data Processor.

Data Processing Agreement: This agreement, wherein the Data Controller (you) and the Data Processor (us) agree to terms about the Processing of Personal Data, including any addenda.

Who is who?

If you read “you” in this Data Processing Agreement, we are referring to you as a customer of the online customer service portal and/or the apps from Watermelon, and you as the entity that has entered into an agreement with us for the use of Watermelon.

If you read “we”, “our” or “ours”, then we are referring to Watermelon B.V., with headquarters at Vleutenseweg 386, 3532 HW, in Utrecht. Watermelon is registered at the Dutch Chamber of Commerce under the number 66844177.

Within Watermelon (software) we also offer integrations, for example with Facebook, Twitter, or Telegram. You can view or retrieve data from these platforms via the integration. For full transparency, we inform you that we are not the Data Controller of that data under the GDPR. The Data Controller for that data is the (social) platform itself.

When is this data processing agreement in effect? Can this agreement be ended prematurely?

1. By agreeing (online) to the content of this Data Processing Agreement, this agreement is concluded and enters into effect immediately.
2. This Data Processing Agreement is a part of the Master Agreement that we have entered into with you for the use of Watermelon. Both agreements cannot be considered individually; if you or we end the Master Agreement, then this Data Processing Agreement will also automatically end. It is not possible to terminate this Data Processing Agreement without terminating the Master Agreement.
3. When this Data Processing Agreement is terminated, the Personal Data will be provided to you upon request. You must make this request immediately with the termination of the Data Processing Agreement, as all Personal Data will be destroyed immediately following the termination of the Data Processing Agreement, unless we are obliged by specific judicial or legal actions to retain (specific) Personal Data.

What personal data do we process for you? What are the goals of processing this data?

1. We Process Personal Data only for the purposes as outlined in the Master Agreement. These purposes can be summarized as the adequate provision of service to our customers via a semi-automated customer service portal and the associated functionality of https://watermelon.ai/.
2. Personal Data will be Processed appropriately and securely, in accordance with the terms of this Data Processing Agreement and in accordance with the GDPR, or any other applicable laws and regulations regarding the protection of personal data.
3. No special categories of Personal Data shall be Processed, such as Personal Data related to race and ethnicity, unless we have made other specific arrangements with you. In Annex 1 of this Data Processing Agreement, we specify which Personal Data we Process on your behalf.

What are your responsibilities as a data controller?

1. The Data Controller warrants that the Personal Data that will be Processed by the Data Processor are correct, relevant and not excessive in light of the purposes of Processing.
2. The Data Controller shall immediately notify the Data Processor if there are errors or irregularities that may affect or are related to Processing.

We handle personal data confidentially, but how?

1. We are required to maintain confidentiality of all Personal Data that we Process on your behalf to fulfil the terms of the Master Agreement. For this purpose, we take the following measures:
   • We will take all necessary measures to maintain and ensure secrecy and confidentiality of Personal Data.
   • We ensure that all our employees will maintain confidentiality of Personal Data.
   • If we utilize the services of another party that we engage for Processing, we will ensure that this party operates within the same confidentiality protocols regarding Personal Data, in accordance with the arrangements we have made with you.
2. We do not need to maintain confidentiality and/or secrecy of Personal Data if,
   • you have given explicit written consent to share specific Personal Data with Third Parties; or
   • there is a legal requirement to share specific Personal Data with a Third Party.

Where is personal data saved and how is it secured?

1. We host and Process Personal Data exclusively within the European Economic Area (EEA).
2. To secure Personal Data, we have taken appropriate technical and organizational security measures, as detailed in Annex 2. The choice of these measures is based on available technology, the costs of implementation, the type of Personal Data that we Process on your behalf, and the associated risks. The demands of security and technology continue to change; thus, we continuously evaluate our security measures and adapt, improve, or evolve them as necessary.

What is the protocol in the event of a data breach?

1. A data breach involves an infringement regarding Personal Data that leads to accidental or unlawful destruction, loss, change, or unauthorized disclosure of, or access to, Personal Data that has been transmitted, stored, or otherwise Processed.
2. In case of a data breach with regard to the Personal Data that we Process on your behalf, we will inform you immediately (within 48 hours after discovery).
3. As the Data Controller, you also have specific (legal) responsibilities in the event of a data breach. We will support you in any way we can in fulfilling these responsibilities.

How do handle the rights of data subjects?

Data Subjects have several rights under the GDPR. You are obliged to take these rights into account. Where possible we will help you, including requests for access, rectification, and restriction of processing of Personal Data. In the event we receive a request or complaint from a Data Subject, we will send that request or complaint immediately to you.

Who else has access to the personal data?

1. In some instances, we make use of Sub-processors. These are individuals or organizations that we in turn engage to Process Personal Data from our Watermelon software. You can review the list of sub-processors at https://watermelon.ai/subprocessors/.
2. We make clear agreements with Sub-processors about how to manage all data. We specifically make agreements about the technical and organizational security measures that they must take in order to meet the requirements of laws and regulations. We are responsible for the Sub-processor’s meeting of these requirements as a Data Processor on behalf of you, the Data Controller.
3. By signing this Data Processing Agreement, you give us permission to engage Sub-processors. If we intend to use another Sub-processor, we will always inform you in advance. If you continue to use the Watermelon software after being notified, you are deemed to have agreed to the use of those Sub-processors.

Who is liable in the event of damage?

1. You will indemnify us for penalties or fines from or issued on behalf of the Dutch Data Protection Authority to us, and for claims for damage by a Data Subject, in the event that these penalties, fines or claims are the result of you not meeting the responsibilities for Processing of Personal Data, on the basis of this Data Processing Agreement, the GDPR and other applicable privacy regulations.
2. Should we be liable for these penalties and/or fines from or issued on behalf of the Dutch Data Protection Authority or claims from Data Subjects, the terms of the Master Agreement regarding (limitation of) liability of Watermelon are fully applicable. Our liability is limited to the amount of the license fees that are paid under the Master Agreement.

What can you do to verify whether we are meeting the obligations of this agreement?

You have the right to conduct (periodic) audits, or contract for the conduct of audits, to verify whether we are meeting the terms of this Data Processing Agreement. For this purpose, we agree to the following:

• We are always operating from a perspective of fulfilling our responsibilities as outlined in this Data Processing Agreement. For this reason, we may allow an independent and external auditor to conduct an audit. If we have conducted such audit, you can request to review the audit report. Only if you have sufficient reason to believe that we have not fulfilled our obligations under this Data Processing Agreement, you have the right to also allow an external auditor to conduct an audit at your own cost. You also have this right if an audit report is not available for review.
• You will notify us in writing at least 14 days in advance that you would like to conduct and audit. If the date and/or time of the audit does not align with our business operations, then we will inform you and propose a new date and time.
• You will use an external auditor that is a member of Norea, or an auditor that meets the same quality standards that Norea demands of its members, such as the requirement to maintain secrecy and objectivity. If the external auditor does not meet these quality standards, then we reserve the right to refuse the audit by this auditor.
• The individuals that conduct the audit will maintain the security procedures that we have implemented. This means, for example, that confidentiality is maintained. You also will maintain confidentiality about the results of the audit; it is not allowed to communicate with third parties about the results of the audit. This is allowed, however, if we have (after discussions) granted our permission.
• We will collaborate with the audits and auditors and will provision all reasonably relevant information in a timely fashion. The audits are conducted at your cost.

How do we handle disputes?

1. If we have a dispute, we will do our best to find a resolution together. In the instance we cannot mutually resolve the dispute, the dispute shall be presented to the competent court of the judicial district Central Netherlands (Midden-Nederland), Utrecht. We reserve the right to present the dispute to this court, even if regulations indicate that another court may have jurisdiction.
2. Dutch law applies to this Data Processing Agreement. This also applies to all other agreements and other legal actions resulting from or relating to this Data Processing Agreement.

How do handle the rights of data subjects?

If there is a discrepancy in the terms of this Data Processing Agreement and the Master Agreement we have entered into for the use of Watermelon, then this Data Processing Agreement prevails, and these terms shall be applicable.

General

1. This privacy policy applies to all website visitors to the website www.watermelon.ai (hereafter known as: ‘the Website’) by Visitors and the use of the Watermelon software (hereafter known as: ‘the Software”) by Customers.
2. The processing of Personal Data always requires a legal basis, such as your permission, necessity in light of an agreement where you are the Customer, as well as necessary to advance the interest of our legitimate (business) interest, which we shall always balance with your rights to privacy.
3. We have established a retention period policy for the processing and storage of Personal Data in accordance with applicable laws and regulations.
4. For the processing of Personal Data, Watermelon is registered at the Personal Data Authority under number: 1646183.

Collection and use of personal data from visitors

1. To provide Visitors with the best experience possible, we must request and/or process Personal Data from Visitors.
2. When you use the Website and fill in the contact form on the Website, Watermelon stores the following personal data from you:
   1. User data: to make the Website and specific functionalities easier to use and to improve our Website, we collect the following user data by placing cookies:
      1. IP-address
      2. type browser
      3. date and time of your visit to the Website
      4. the ways in which you use the Website as a Visitor
   2. Contact information: when a Visitor uses the contact form, we collect Personal Data to help the Visitor in the best way possible. Watermelon also requires information to deliver custom and/or personalized products and services. The following Personal Data is stored when using the contact form:
      1. first name and/or last name
      2. email address
      3. phone number
      4. company name
      5. the contents of the form
   3. Cookies: Watermelon uses cookies on the Website. You can find more information on Watermelon’s use of cookies in the Cookie Policy.

Collection and use of the personal data from customers

1. To ensure the best provision of service to Customers and to execute the agreement with the Customer, Watermelon collects Personal Data. The employees of the Customer can use the Software through accounts. For these accounts, the following personal data is processed:
   1. company information
   2. first and last name of the account holder
   3. email address
   4. phone number 
2. Via the Customer’s accounts, clients of the Customer will get in contact and provide Personal Data. In this situation, Watermelon acts as a Processor. Watermelon asks its Customers to be transparent with their clients about the ways in which they use the Software, and to state in their privacy policy whether or not Personal Data is processed, and if so, which Personal Data is processed.
3. We store the Personal Data for the duration of the collaboration with the Customer. If the collaboration stops, the data will be deleted within 1 year.

Collection and use of personal data from job applicants

1. When a natural person applies for a job via the Watermelon website, data is collected to follow up with the applicants in the best way possible. The following data is stored:
   1. first and last name
   2. email address
   3. phone number
   4. resume
   5. motivation/cover letter
   6. LinkedIn profile
   7. Indeed profile
2. The data will be stored for a maximum of 4 weeks and destroyed thereafter unless you are employed by Watermelon or give your consent to save the data for up to 1 year for future job openings.

Newsletter

1. Visitors to our Website can subscribe to our newsletter. Watermelon only uses Visitors’ names and email addresses to inform them about special offers and promotions via the newsletter when they specifically provided their consent for this. The newsletter contains a link where you as a Visitor can immediately unsubscribe from the newsletter.
2. Watermelon only uses a name and the email address to inform the Customer of special offers and promotions via a newsletter if the Customer has provided specific consent for this. The newsletter contains a link where the Customer can immediately unsubscribe from the newsletter.

Transfer to third parties

1. Watermelon will never provide your Personal Data to third parties without your explicit consent. In the instance that Watermelon receives Personal Data from a Customer, Watermelon will request permission from the Customer before providing third parties with that data.
2. Watermelon may engage third parties that, under its supervision, and named in this privacy policy, process Personal Data. These processors act under the responsibility of Watermelon and may not process personal data for their own purposes.
3. Watermelon can determine it necessary to share Personal Data from Customers with other software providers. The legal basis for this shall be either necessity in light of the agreement with the Customer, or explicit consent from the Customer. These software providers are also known as sub-processors. We have created an overview of all our sub processors, which can be consulted at this page.

Websites and third-party services

1. This privacy policy does not apply to third-party websites that are connected with the Watermelon website via links. Watermelon cannot guarantee that these third parties handle your Personal data in a trustworthy and/or safe way. Watermelon advises you to read the privacy policies of these websites carefully and completely before you use such a website.
2. To use the Software, you must create a Watermelon account and you can make use of social media services such as Facebook, Twitter, or Telegram. Read the privacy policies of these services (that can change frequently) carefully and completely to understand how they use and process your personal data.

Alteration/deletion of personal data, data portability, complaints and opt-out

1. As a Visitor of the Website you have the right to demand to access to your Personal Data, as well as to improve, rectify, erase and/or restrict (processing of) your Personal Data, as determined in the GDPR.
2. When you want to exercise the rights as described in the previous article, or when you have questions around the use of the aforementioned rights, or questions about this privacy policy, you can get in contact with Watermelon via contact@watermelon.ai.
3. Where you have given permission for the collection of Personal Data, you may also rescind this permission. When you rescind this permission, you agree to the fact that this may lead to negative effects on the ability of Watermelon to provide service or the quality of the Website. When the Customer rescinds his permission, Watermelon is rendered unable to provide service and the agreement with the Customer will end.

Security

1. To ensure the security of the Website and the Software, Watermelon uses a secure, encrypted SSL-connection. This can be seen in the browser’s URL bar, where the website address begins with https.

Changes to the privacy policy

1. Watermelon has the right to change this privacy policy.
2. If Watermelon may decide to change this privacy policy, these changes will be reflected directly. Watermelon will inform you of this change with a notice on the Website, during a period of three (3) months, and inform you via email as well.