General Terms and Conditions Sollit Spain, SL

Version October 2023

1. Definitions

1.1 In these Terms, the following definitions shall apply:
1.2 Customer: the legal entity that has entered into an Agreement with Sollit for the
1.3 Additional Services: the services as described in Clause 4.1;
1.4 Services: the Main Service and any Additional Services;
1.5 Main Service: the service as described in Clause 4.1;
1.6 Agreement: the agreement as described in Clause 3.1;
1.7 Saas: Software as a Service
1.8 Sollit: Sollit Spain, SL, also trading under the name 2Solar Software, with its registered
office and place of business at Calle de Alfonso XII 62, 28014 Madrid, NIF ESB72646219;
1.9 Software: the set of SaaS applications offered by Sollit as ‘2Solar’;
1.10 Data Processing Agreement: the agreement relating to the rights and obligations in
respect of the personal data processed by Sollit in connection with the Services, set out in

Appendix 1;
1.11 Terms: the most recent version of these general terms and conditions of Sollit, as in
force from time to time.

2. The Terms

2.1 These Terms apply to all offers made by Sollit, and to all agreements and understandings
(oral and written) between Sollit and the Customer.
2.2 If these Terms have been provided to the Customer in a language other than Dutch, in
the event of any conflicting meaning, the Dutch version shall prevail.
2.3 In case of conflict between these Terms and the quotation or any other part of the
Agreement, the quotation or other part of the Agreement takes precedence over these
2.4 Any general conditions/stipulations of the Customer, including industry conditions, do
not apply to the Agreement and are expressly rejected by Sollit.

3. Offers and the Agreement

3.1 These Terms, whether or not together with an offer made or order placed, and any
further written agreements and addenda, constitute the entire agreement between the
parties (the “Agreement”).
3.2 All offers and quotations by Sollit are without obligation. If the Customer has accepted
an offer/quotation, it notifies Sollit thereof in writing. Sollit can refuse or revoke the
accepted offer/quotation for 5 (five) working days after receipt of the written acceptance by
the Customer without any obligation towards the Customer. The Agreement is concluded
a) the above period has lapsed without Sollit revoking/rejecting,
b) Sollit has notified the Customer in writing before the expiry of that period that it accepts
the Customer’s acceptance, or
c) Sollit has executed the Agreement.
3.3 Offers and quotations by Sollit are based on the information provided by the Customer.
The Customer guarantees that it has provided all essential information for the set-up and
execution of the Agreement on time and in full, and that the information provided is correct
and up-to-date. The Customer further warrants that it has provided all essential information
in the manner requested by Sollit and will, at Sollit’s first request, provide any further
information/materials that Sollit deems necessary for the performance of the Agreement.

4. Services and related facilities

4.1 Sollit provides the Services to the Customer. The Services consist of (i) providing access
via the Cloud to the Software as set up for the Customer (the “Main Service”); possibly, at
the request of the Customer, supplemented by additional services, such as, for example:
implementing any standard modules of the Software chosen by the Customer, providing
training for use of the Software, performing consultancy work, making customized
adjustments to the Software, or any other work as described in the offer (the “Additional
4.2 The Customer may only use the Services to support its business processes on the
conditions set out in the Agreement.
4.3 Sollit makes the Main Service available to the Customer by providing login code(s). Sollit
provides 1 (one) login code per specific user, the Customer may not circulate this login code
among different users.
4.4 The Customer is solely responsible for arranging equipment, access to the Internet and
appropriate data connections to enable access to the Software with the provided login
4.5 Sollit makes every reasonable effort to ensure that the Software is available and
functions as intended by it. Sollit gives no guarantees with regard to the Software, including,
inter alia, guarantees with regard to the availability, functionality and operation of the
Software, and suitability of the Software for the purpose intended by the Customer.
4.6 Sollit is not responsible for links/integration of the Software with other software used by
the Customer and does not guarantee that the Software functions in cooperation with other
software used by the Customer.
4.7 Sollit is not responsible for the results arising from the calculations performed by the
Software, nor for conclusions and/or actions taken by the Customer on the basis of the
aforementioned results.
4.8 Sollit provides a service desk during business hours to support Customers use of the
4.9 Sollit provides updates and/or upgrades to the Software from time to time as it sees fit.
Sollit does not guarantee that it can always repair defects in the Software or the timeframe
within which repair is possible. Notices regarding repair and processing time are always
indicative and never an obligation to achieve a result or a strict deadline.
4.10 Sollit aims to carry out maintenance and modifications of the Software outside office
hours if reasonably possible, but cannot guarantee this.
4.11 The Customer is responsible for all data it enters in the Software and shall ensure that it
has a backup of that data at all times. Sollit is not liable for the storage, retention, damage
and/or destruction of that data.
4.12 The Customer may not give third parties access to the Services, unless the parties have
agreed otherwise in writing. The Customer will keep confidential and not share with third
parties any login details the Customer has received from Sollit for the use of the Software. If
Sollit knows or suspects that the Customer violates the Agreement, including in any case
(but not limited to) that the Customer does not fulfil its payment obligations and/or allows a
third party to use the Services, Sollit may immediately discontinue the provision of the
Services and block the Customer’s access to the Services. Furthermore, Sollit may terminate
the Agreement as per Clause 10.6.

5. Costs and payment terms

5.1 The fee to be paid by the Customer for the Main Service is determined in the Agreement.
Here, there are two possibilities: (i) Customer pays a recurring fee for use of the
Software/Main Service (the “Fee”), or (ii) Customer purchases a credit (“Credits”).
The Fee. Customer may pay the Fee per contract year or per month, or with another
frequency, as specified in the offer.
The Credits. The Customer can purchase Credits from Sollit. To do so, the Customer pays
Sollit an amount equal to a certain number of Credits. When its Credits are used up, the
Customer can purchase new Credits from Sollit. Purchased Credits have unlimited validity.
In addition, Customer shall pay fee(s) for any Additional Service(s) it purchases (the
“Additional Fee”).
5.2 Sollit is never obliged to refund Fees or Credits once paid, regardless of whether the
Customer is still using the Software.
5.3 Updates carried out by Sollit are free of charge. If Sollit performs upgrades, it will charge
the Customer an additional fee for this, to which the Customer hereby agrees in advance.
5.4 Sollit provides its service desk free of charge for the time being. However, Sollit is free to
charge a fee for this in the future. If the Customer wishes to continue using the service desk
thereafter, it will have to pay the applicable Additional Fee.
5.5 Sollit invoices the applicable Additional Fee after the conclusion of the Agreement. Sollit
will invoice the Fee for the Main Service as soon as the Main Service has been delivered as
described in the offer, but in any event 2 (two) months from the conclusion of the
Agreement even if the Main Service has not yet been delivered by then. The Customer shall
pay invoices from Sollit within 14 (fourteen) days of the invoice date.
5.6 If the Customer has not paid within this period, it will owe statutory commercial interest
on the outstanding amount, without notice of default being required. In addition, Sollit may
suspend performance of the Agreement during the period that payment remains
outstanding and terminate the Agreement as per Clause 10.6.
5.7 Furthermore, Sollit may recover all reasonable costs to obtain payment for the invoice,
including judicial and extrajudicial costs, from the Customer. The extrajudicial costs are
deemed to be at least 15% of the outstanding claim, with a minimum of EUR 500.
5.8 Sollit may increase its prices once per calendar year in accordance with the Consumer
Price Index (CPI) of the CBS increased by a mark-up at the discretion of Sollit, which mark-up
will never be more than 10%.

6. Confidentiality

6.1 The parties shall treat as confidential all information and materials which they make
available to each other under the Agreement or to which they otherwise have or gain access,
and shall not make them available to third parties without the prior written consent of the
other party. This obligation does not apply to information that was already publicly known
before the conclusion of this Agreement, or has become publicly known after the conclusion
of this Agreement other than by breach of any confidentiality obligation. This provision shall
remain in force after the end of this Agreement.

7. Data protection

7.1 If and to the extent that Sollit processes personal data on behalf of the Customer, Sollit
qualifies as a processor and Customer as a controller within the meaning set out in article 4
of the of the European General Data Protection Regulation (“GDPR”). Sollit will use its best
effort to ensure that the processing of the personal data will be in accordance with the
GDPR, the Dutch Implementation Act of the GDPR and the Data Processing Agreement,
included as Appendix 1 to these Terms.
7.2 The Customer acknowledges and agrees that Sollit can, through the Software, collect
information and data on the Customer’s use of the Software and/or the Services, including
the Customer’s use of components, modules, functionalities within the Software. In this
case, such information and data will be aggregated and anonymised. Sollit may use the
aforementioned information and data for the improvement, optimization of the Software
and Services.

8. Liability

8.1 Sollit is not liable for any damage incurred by the Customer in connection with the
Agreement, unless such damage is the result of the willful intent or deliberate recklessness
of Sollit or its managerial subordinates.
8.2 If, despite the provisions of paragraph 1, Sollit would still be held liable before a court,
such liability is in any case limited to the amount Sollit received from the Customer under
the Agreement in the 6 (six) months preceding the event that caused the damage.
8.3 Sollit indemnifies the Customer against any claim by a third party against the Customer
that the Software infringes the rights of that third party. In the event of such a claim, Sollit
will compensate the Customer for the amount that the Customer must pay the third party
on account of the infringement, as well as the reasonable costs incurred by the Customer in
that respect for legal assistance, up to a maximum of EUR 20,000 ex VAT. For any other
damages incurred by the Customer, the provisions of paragraph 1 shall apply.

9. Force majeure

9.1 In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure to perform
the Agreement cannot be attributed to a party if it is the result of factors beyond that party’s
control (force majeure). Force majeure shall in any case include: war; riots; disturbances;
government measures and government advisory opinions; strikes and work stoppages;
computer failures and viruses; business interruptions due to fire, accident, power failure or
other occurrences; natural phenomena; epidemics; pandemics; problems at suppliers as a
result of the foregoing, all this irrespective of whether the force majeure occurs at the
contracting party, its suppliers or third parties engaged by it in the performance of the
9.2 In the event of force majeure, the party in force majeure shall notify the other party in
writing of the force majeure situation as soon as reasonably possible, and the obligations of
the party in force majeure shall be suspended for the duration of the force majeure
9.3 If a force majeure situation lasts longer than 30 (thirty) days, each party is entitled to
terminate the Agreement in writing by registered mail with immediate effect. The party in
force majeure shall not be liable to pay any damages.

10. Duration and termination

10.1 The Agreement starts at the moment described in Clause3.2.
10.2 Sollit will start the implementation as soon as the Customer has provided all the
information requested by Sollit and the Customer has paid Sollit the Additional Fee for the
10.3 If the Customer has opted for a Fee in accordance with Clause 5.1, the Agreement has –
with regard to the use of the Software – a term of 12 (twelve) months from the technical
delivery after implementation. This means that the first term of the Agreement has a total
duration of 12 (twelve) months plus the period from the start of the Agreement in
accordance with Clause 3.2 until the end of the implementation process.
10.4 If the Customer has opted for a Fee, each party may terminate the Agreement without
cause in writing, subject to a notice period of 1 (one) month prior to the end of the current
contract period. Without notice of termination, the Agreement is always tacitly renewed for
a period of 12 (twelve) months.
10.5 If the Customer has opted for Credits, the Agreement has an unlimited term. Either
party may terminate the Agreement in writing at any time without cause, whereby
termination by the Customer is with immediate effect and termination by Sollit only occurs
when the Customer has used up all Credits.
10.6 Furthermore, either party may terminate this Agreement by registered letter with
immediate effect:
a) if the other party fails to fulfil in part or in full one or more obligations under this
Agreement, and the default – to the extent still remediable – has not been remedied within
14 (fourteen) days of the date of sending the written notice;
b) if a request for bankruptcy of the other party has been made, the other party is declared
bankrupt, suspension of payments regarding the other party is requested or granted, the
other party is dissolved or otherwise ceases its activities (voluntarily or otherwise); and/or
c) in case of force majeure in accordance with Clause 9.3.
10.7 In the event of termination of this Agreement (on whatever grounds and by
whomever), all claims of Sollit on the Customer will become immediately due and payable in
full. Furthermore, at each other’s first request, the parties will immediately return all
documents/files made available or, at the request of the party to whom the documents/files
belong, destroy them or (in the case of digital files) permanently remove them from its
systems. Contrary to this and in accordance with Clause 4.11, Sollit can only return to the
Customer the data entered in the Software by the Customer, insofar as this data is still
available and/or unaffected.
10.8 Any amounts already paid by the Customer shall not be refunded upon termination
unless otherwise agreed in writing.

11. Intellectual property

11.1 All intellectual property rights to the Services, the Software and anything else that Sollit
makes available to the Customer under the Agreement are vested in Sollit. The Agreement
does not entail a transfer of any rights, the Customer only receives the right to use the
Services during the term of the Agreement.

12. Miscellaneous

12.1 Amendments to the Agreement are only valid if agreed in writing between the parties.
However, Sollit may unilaterally amend these Terms from time to time and the Customer
accepts that the latest version of the Terms will always apply to the Agreement. Sollit will
inform the Customer without delay when the Terms have been amended and send it a
version of the amended Terms. The latest version of the Terms can also always be consulted
on Sollit’s website.
12.2 The Agreement including any attachments and written amendments constitutes the
entire agreement between the parties and supersedes any previous agreements between
the parties on the same subject matter.
12.3 Should any provision of these Terms be invalid and/or be declared null and void, this
shall not affect the validity of the remaining provisions. The parties will agree on a
replacement provision in consultation, taking into account the purpose and purport of the
original provision as much as possible.
12.4 Sollit’s records shall, subject to proof to the contrary, constitute evidence of any act
under the Agreement.
12.5 In these Terms, ‘in writing’ also includes ‘by email’, unless expressly stated otherwise.
12.6 The failure of a party to invoke or exercise any provision of the Agreement does not
constitute a waiver of rights. Waiver of rights will always have to be made explicitly and in
12.7 The Customer may not transfer the Agreement or its rights and obligations under the
Agreement to a third party without Sollit’s prior written consent. Sollit may transfer the
Agreement or its rights and obligations under the Agreement to a third party, to which
transfer the Customer hereby agrees in advance.
12.8 All rights of action by the Customer against Sollit, irrespective of their basis, lapse as
soon as 1 (one) year has lapsed after the day on which the Customer became aware or
should have become aware of the existence of the claim and it has not instituted legal
proceedings during that period.

13. Applicable law and disputes

13.1 These Terms and the Agreement are governed by Dutch law.
13.2 All disputes arising from or related to these Terms and/or the Agreement shall be
submitted exclusively to the competent court of the District Court of Overijssel, location

General terms and conditions Sollit Spain SL

October 2023


I Sollit Spain SL, a private limited liability company established and operating under the laws
of the Netherlands, having its registered office at Epe and registered in the company register
under number 53991389, lawfully represented by Mr E.J.M van de Worp and Mr R.J.M. van
de Worp, hereinafter referred to as “Processor”, and
II Customer, hereinafter referred to as “Controller”.
The parties to this agreement are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.
A. Controller wishes to use Processor’s services and has entered into an agreement with
Processor to this end (the “Agreement”);
B. Processor processes personal data in the context of the performance of the Agreement;
C. The Parties wish to lay down the terms of the exchange and processing of personal data in
this Agreement (the “Data Processing Agreement”) in order to comply with their respective
obligations under the General Data Protection Regulation (“GDPR”).
D. This Data Processing Agreement replaces any previous (processing) agreement(s) of
similar scope concluded between the Parties.

PARTIES agree as follows:

1. Definitions

This Data Processing Agreement uses some definitions. The meaning of those definitions is clarified in this article. The definitions are based on the GDPR.


the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, including the Dutch Implementation Act;

Data Subject

an identified or identifiable natural person, to whom the Personal Data relates, as referred to in Article 4 sub 1 GDPR;

Data Processing Agreement

this agreement between the Controller and Processor as referred to in article 28 GDPR;

Data Breach

a personal data breach referred to in Article 33 GDPR, being a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed;

European Economic Area

all countries of the European Union, Liechtenstein, Norway and Iceland;

Personal Data

Special Personal Data

personal data defined in Article 4 sub 1 GDPR;

personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and processing of genetic data, biometric data for the purpose of uniquely identifying a person, or data concerning health, or data relating to a person’s sexual behaviour or sexual orientation;


a third party engaged by the Processor to carry out specific data processing activities on the Processor’s behalf


the party that qualifies as a controller in the meaning of article 4 sub 7 GDPR


the (framework) agreement between Controller and Processor, including the General Terms and Conditions Sollit Spain SL, which relates to the service(s) to be provided by Processor to Controller;


any operation or set of operations which is performed on Personal Data or on sets of Personal Data as defined in in Article 4 sub 2 GDPR;

2. Ranking

If the Parties have already included provisions on the Processing of Personal Data in the
Agreement, in case of inconsistencies between the provisions of the Agreement and this
Data Processing Agreement, the provisions of this Data Processing Agreement shall prevail.

3. Subject matter of this Data Processing Agreement

3.1 Processor provides the Services to Controller as described in the Agreement. In doing so,
the Processor Processes Personal Data on behalf of the Controller. This Data Processing
Agreement relates to any Processing by the Processor on behalf of the Controller.

4. Execution of Processing

4.1 The Parties wish to set out the terms of the exchange and Processing of Personal Data in
this agreement (the “Data Processing Agreement”), in order to comply with their respective
obligations under the GDPR.
4.2 Notwithstanding the above, Processor is permitted to Process Personal Data if an
applicable law or rule requires such Processing. In that case, Processor shall notify Controller
of that law or rule prior to the Processing, unless that law or rule prohibits such notification
for important public interest reasons.
4.3 The Personal Data to be processed under this Data Processing Agreement shall be limited
to the Personal Data listed in Schedule 1. Processor shall only Process that Personal Data in
the context of the nature and purposes of the Processing described in Schedule 1 and the
4.4 The Processing shall take place under the responsibility of Controller. Processor shall
comply with all reasonable written instructions of Controller in connection with the
4.5 The parties undertake to act at all times in accordance with the GDPR in respect of the
protection of Personal Data.
4.6 The Processor shall document the Processing it performs for the Controller, as well as its
technical and organisational security measures aimed at this, in a register and keep this
register up to date.
4.7 The Processor shall reasonably assist Controller in complying with its obligations under
the GDPR, including but not limited to the obligations of the Controller towards Data

5. Duration of Data Processing Agreement

In principle, the term of this Data Processing Agreement is equal to the term of the
Agreement. If the services provided by Processor to the Controller under the Agreement
(still)continue after the end of the Agreement, the Processor is (still) Processing Personal
Data, this Data Processing Agreement shall continue throughout the entire period that the
Processor continues to Process Personal Data.
After the termination of this Data Processing Agreement, the provisions intended for that
purpose (including but not limited to Articles 2, 4 and 5) should continue to apply in full.

6. Security requirements

6.1 Processor shall take such appropriate (as referred to in Article 32 AVG) technical and
organisational measures to ensure that Personal Data are secured against destruction, loss,
unauthorised access, modification or against any form of unlawful Processing and to ensure
the timely availability of and access to Personal Data.
6.2 The security measures shall provide an appropriate level of security as to minimize the
risks posed by the Processing and the nature of Personal Data to be protected.
6.3 The security measures must be adequate and comply with the relevant standards and
quality requirements.
6.4 The obligations of Processor set out in Article 6.1 also entail that the access by Controller
to the Personal Data Processed by Processor on behalf of Controller, is adequately secured
at all times.
6.5 The Controller is entitled to carry out an audit, or have carried out an audit by an
independent third party expert bound by confidentiality agreement, to check compliance
with the security measures from article 6.1 to 6.4, no more than once a year.
6.6 Processor undertakes to cooperate with the audits by the Controller, an auditor
appointed by it or the competent authorities, including, for example, the Personal Data
6.7 If it is established during an audit that Processor does not comply with the security
measures set out in Articles 6.1 to 6.4, Processor shall take all reasonably necessary
measures to ensure that it services will comply
6.8 The costs of the audit, at the request of Controller, shall be borne by Controller, unless
the results of the audit show that Processor does not comply with the provisions of Articles
6.1 to 6.4.

7. Data Breaches

7.1 Without prejudice to the provisions of Article 6.1, Processor shall notify Controller as
soon as Processor becomes aware of any Data Breach without unreasonable delay, but at
the latest within 24 hours. Where possible and relevant, Processor shall provide the
following information to Controller:
(a) the nature of the Data Breach as well as its (alleged) cause;
(b) the categories of Personal Data affected and any personal data records in question;
(c) the authorities and contacts from which more information about the Data Breach can be
obtained (such as but not limited to a Data Protection Officer as referred to in the GDPR);
(d) the likely consequences of the Data Breach;
(e) the measures taken by Processor to address the Data Breach, including, where
applicable, the measures to mitigate any adverse consequences thereof.
7.2 Reporting Data Breaches to the supervisory authority remains the responsibility of
7.3 The Processor must properly document each Data Breach, including the facts and
findings regarding its consequences and the corrective measures taken. This register shall
also include all Data Breaches that are not so serious as to require reporting to the
supervisory authority.
7.4 The Processor has adequate written policies regarding the handling of any Data Breach.

8. Confidentiality and Sub-Processors

8.1 Processor is obliged to treat the Personal Data provided by Controller as confidential.
The Processor’s employees involved in the Processing have signed a confidentiality
agreement to this effect.
8.2 With this Data Processing Agreement, the Controller gives the Processor a general
(written) authorization to appoint Sub-Processors. The Sub-processors are listed in Schedule
2 of Appendix 1. Processor shall always inform Controller in advance of any intended
changes concerning the addition or replacements of a Sub-Processor. Controller shall then
have the right to object to such change within four weeks. Processor shall enter into a Sub-
Processor Agreement with the relevant Sub-processor that sets out similar responsibilities
and obligations that Processor has under this Data Processing Agreement. Processor is
responsible for and remains fully liable for the performance of the obligations (including the
failure to perform them) of Sub-Processor.
8.3 Without prejudice to the provisions of this Data Processing Agreement, the Processor
shall not make the Personal Data Processed for the Controller available to third parties
without the prior consent of the Controller, unless the Processor is required to do so under
any provision of law, regulation or other regulation.
8.4 If the Processor receives a request or an order from a Dutch or foreign supervisory
authority and/or an investigative, criminal investigation or national security agency to
provide (access to) Personal Data, the Processor shall inform the Controller as soon as
possible, unless legislation prohibits such notification, for example for important reasons of
public interest. When dealing with the request or order, Processor shall, if possible, comply
with all reasonable instructions of Controller (including the instruction to leave the handling
of the request or order entirely or partly to Data Processor) and provide all reasonably
necessary cooperation.
8.5 Processor shall not, unless it has obtained the prior consent of the Controller, Process or
allow Processing of personal data by itself or by Sub-processors in countries outside the
European Economic Area without an adequate level of protection. Processor shall
immediately notify the Controller in writing of any (planned) permanent or temporary
transfers of personal data to a country outside the European Economic Area.
8.6 The Processor shall immediately notify the Controller if it becomes aware of any
Processing of Personal Data in violation of this article.

9. Liability

9.1 Controller guarantees that the Processing of Personal Data under this Data Processing
Agreement is not unlawful and does not infringe the rights of the Data Subjects concerned.
Controller shall indemnify Processor against any claims by Data Subject or third parties
(including the supervisory authority) as a result of Controller’s failure to comply with
applicable laws and regulations on the protection of Personal Data, including the GDPR.
9.2 Processor guarantees that the Processing of Personal Data to which Processor is obliged
under this Data Processing Agreement will take place in accordance with the applicable laws
and regulations.
9.3 Processor is only liable for the damage caused by the Processing if and insofar the
Processor did not comply with the obligations inserted in the GDPR and explicitly and
specifically addressed to the Processor, or when Processor acted outside or contrary to the
specific written instructions of the Controller.
9.4 Damages arising from
(i) non-compliance with provisions of this Data Processing Agreement,
(ii) non-compliance with provisions of the GDPR and related legislation regarding the
Processing of personal data, and
(iii) any claims that Data Subjects or other third parties might have, based on provisions of
the GDPR and related legislation relating to the Processing of personal data,
shall be limited to the amount paid by Processor’s insurer in that relevant case. Processor
shall provide a copy of the policy of such insurance to Controller upon request of Controller.
If the insurer does not pay out, the aforementioned liability of Processor is limited to a
maximum of twice the invoice value of the underlying assignment, excluding VAT, up to a
maximum of €10.000.
If the Agreement is a continuing performance agreement, the liability of Processor is limited
to an amount equal to two (2) times the total amount stipulated in the context of the
Agreement in the last six (6) months before the occurrence of the loss or damage of the
Controller, excluding VAT, up to a maximum of €10.000.
9.5 Processor is not liable for damage if it is not responsible for the event causing the
9.6 Each Party shall be entitled to dissolve this Data Processing Agreement if the other Party
imputably fails to comply with its obligations under this Data Processing Agreement.
Dissolution may only take place if the other Party has been given written notice of default
with due observance of a term of at least 14 days, and that Party has failed to fulfil its
obligations within that term.
9.7 Processor is not liable for damages when there is a force majeure situation. Force
majeure means a failure in the performance of this Data Processing Agreement that cannot
be attributed to Processor.
9.8 Force majeure as referred to in Art. 9.7 will in any case – therefore not exclusively –
include a failure as a result of (a) a hack in which Personal Data are lost or copied or
alienated, (b) theft or corruption of data, (c) intent or gross negligence of auxiliary persons,
(d) strike, (e) excessive staff absenteeism, (f) fire, (g) special weather conditions (such as
floods), (h) government measures (both national and international), including import and
export bans and import and export restrictions, (i) war, mobilisation, riots, insurrection,
state of siege, (j) sabotage, (k) transport disruptions, (l) breakdown of machinery, and/or (m)
transport delay.
9.9 Controller shall limit its liability to Data Subjects from whom Processor Processes
Personal Data up and to the maximum amount set out in Article 9.4.

10. Return and destruction of Personal Data

10.1 After the end of the Data Processing Agreement, Processor shall destroy the Personal
Data or, at the request of Controller, return the Personal Data to Processor in a format and
at a time to be determined by Processor, all in accordance with the Agreement.

11. General

11.1 The laws of the Netherlands govern this Data Processing Agreement.
11.2 In the event of unforeseen circumstances, the Parties will seek a solution in mutual
consultation according to standards of reasonableness and fairness.
11.3 All disputes between the Parties that cannot be resolved in mutual consultation shall in
the first instance be brought exclusively before the competent court in the District Court of
Overijssel, location Zwolle.


1. This schedule includes an overview of Personal Data of Controller Processed by Processor.
2. Processor shall Process the following data received from Controller:
(a) Name;
(b) Address;
(c) Place of residence;
(d) Telephone number;
(e) Email addresses;
(f) Energy consumption, preferences around PV systems;
(g) Photos from the following applications: inspection app, delivery app (if any);
(h) Signatures from the tender, delivery app (if any);
(i) IBAN account numbers (if available);
(j) Marital status.


1. This schedule contains a list of Sub-Processors engaged by Processor.
2. Processor has engaged the following Sub-Processors:

Sub-Processor 1
Amazon Web Services EMEA SARL
38 Avenue John F. Kennedy, L-1855 Luxemburg
R.C.S. Luxemburg: B186284
Amazon Web Services EMEA SARL, Dutch Branch
Mr. Treublaan 7, 1097 DP Amsterdam, Nederland
KvK nummer: 68579780 • BTW nummer: NL857505373B01

Sub-Processor 2
Snowflake Inc.
106 E Babcock St, Suite 3A
Bozeman, MT 59715
United States
Snowflake Computing Netherlands B.V.
FOZ Building, Gustav Mahlerlaan 300-314
1082 ME Amsterdam, Netherlands

Sub-Processor 3
Fivetran Inc
1221 Broadway
24th floor
Oakland CA 94612
United States

Sub-Processor 4
Dbt Labs
915 Spring Garden St
Suite 500
Philadelphia, Pennsylvania 19123
United States
Description of the personal data that Processor may share with Sub-Processor:
(a) Name;
(b) Address;
(c) Place of residence;
(d) Telephone number;
(e) Email addresses;
(f) Energy consumption, preferences around PV systems;
(g) Photos from the following applications: inspection app, delivery app (if any);
(h) Signatures from the tender, delivery app (if any);
(i) IBAN account numbers (if available);
(j) Marital status.
General Terms and Conditions Sollit Spain, SL