Article 1. Definitions
1. Supplier: Dial Direct B.V. – IMintify, located at De Corantijn 31-L, 1689AN Zwaag and registered with the Chamber of Commerce under file number 81581513.
2. Customer: the natural or legal person who has entered into an Agreement with the Supplier or to whom the Supplier has submitted an offer for that purpose.
3. General Terms and Conditions: the present document, including the Appendix.
4. Service: the specific service that the Supplier agrees with the Customer, as stated in the Agreement or offer.
5. Agreement: the agreement between the Supplier and the Customer under which the
Supplier will perform the Service.
6. Website: the Supplier’s website, which can be accessed via https://www.iMintify.com.
7. Annex: the Annex attached to the General Terms and Conditions and inextricably linked thereto.
Article 2. Quotation, offer and acceptance
1. Customer can use the electronic ordering process on the Website to purchase the Service. The description of the Service and price indicated on the Website are binding.
2. Customer is responsible for the accuracy of his data when ordering. Also
During the term of the Agreement it is the responsibility of the Customer to maintain
keep company details, name and address details and contact details up to date.
3. If it appears that data provided by the Customer are incorrect, the Supplier is
3. If it appears that the information provided by the Customer is incorrect, the Supplier is entitled to adjust the prices accordingly.
4. The Agreement is at all times subject to these General Terms and Conditions.
Any terms or conditions set by the Customer are only binding on the Supplier if and insofar as the Supplier has expressly accepted them in writing.
5. The Agreement runs from the moment the Customer is notified of the acceptance by the Supplier.
Article 3. Performance of the Service
1. After the conclusion of the Agreement, the Supplier shall perform the Service in accordance with the quotation or electronic order as soon as possible, taking into account reasonable wishes of the Customer.
2. Unless otherwise agreed in writing, the Supplier guarantees that the Service will be provided to the best of its ability, with the application of sufficient care and skill.
3. If and to the extent required for the proper performance of the Service, the Supplier has the right to have certain work performed by third parties.
right to have certain activities carried out by third parties. Supplier accepts,
except for provisions to the contrary in these General Terms and Conditions, no
liability for services performed by third parties.
4. The Customer is obliged to do and refrain from doing everything that is reasonably necessary and desirable to enable the timely and correct performance of the Service. In particular, the Customer shall ensure that all information which the Supplier indicates is necessary or which the Customer should reasonably understand is necessary for the performance of the Service is provided to the Supplier in good time.
5. The Supplier is permitted to independently make changes to the material supplied by
5. The Supplier is permitted to independently make changes to the material supplied by the Customer without the prior consent of the Customer.
Customer.
6. If such is part of the Service, Supplier shall provide Customer with an administrative user name and password. With these details the Customer has access to an administrative account and a management tool with which the Customer can, at its own discretion, manage delivery of the Service and manage accounts for individual users and set the possibilities and limitations for these individual users of the Service, all this within the limits indicated in the Agreement. Customer shall pay all fees arising from the use of the Service with administrative username and password.
7. Any action taken through the administrative account or an account of an individual
user is deemed to take place under the responsibility and risk of the Customer. In case of suspected misuse of an account, the Customer must report this to the Supplier as soon as possible so that the Supplier can take measures.
8. The Supplier has the right to (temporarily) take delivered products and services out of use and/or to restrict their use, or not to deliver them or to deliver them only to a limited extent, if the Customer fails to meet an obligation towards the Supplier with respect to the Agreement or acts in violation of these terms and conditions.
9. The Supplier shall not be obliged to refund fees already paid after an intervention as referred to in paragraph 8.
Article 4. Prices
1. All prices are exclusive of sales tax (VAT), unless otherwise indicated on the Website.
2. All prices on the Website, offers, brochures and other documentation of the Supplier are
subject to programming and typing errors. For the consequences of such errors
no liability is accepted.
3. If the Agreement is a continuing performance agreement, the Supplier is entitled to increase the rates charged at any time. The Supplier shall notify the Customer of rate changes at least 2 (two) months in advance, via the Website, in writing or by email. The Customer has the right to terminate the Agreement in the event of a price increase, subject to 1 (one) month’s notice.
4. All costs arising for the Supplier from the Agreement shall be borne by the Customer, provided that they are attributable to the Customer.
Article 5. Hosting and related services
1. If the Service (also) extends to providing services regarding storage and/or forwarding of material provided by the Customer to third parties, such as in the case of web hosting or email services, the provisions of this article also apply.
2. The Customer shall not publish or offer any information via the Supplier that violates Dutch law. This includes in particular but not exclusively information which
offered without permission of the copyright holder(s), information that is is defamatory, threatening, insulting, racist, hateful or discriminatory, information containing child pornography and information that violates the privacy of third parties or constitutes a form of stalking, as well as hyperlinks, torrents or other references to such information on third party sites anywhere in the world (even if the information would be legal in the relevant jurisdiction).
3. Supplier maintains a complaint procedure by which third parties (“Complainants”) may file a complaint that, in their opinion, such a violation has occurred. If in Supplier’s opinion a complaint is justified, Supplier shall be entitled to remove the material
remove or make inaccessible the material. Also, in that case, Supplier is entitled
provide Customer’s personal data to a reporter or to the competent
authorities. Supplier shall inform Customer about the course of this procedure.
4. In the event of potentially criminal information, the Supplier shall be entitled to report this. In doing so the Supplier may hand over all relevant information about the Customer and the
information to the competent authorities and perform all other acts that these authorities request Supplier to perform as part of the investigation.
5. In the event of repeated complaints about the information offered by the Customer, the Supplier is entitled to dissolve and/or terminate the Agreement.
6. The Customer shall indemnify the Supplier against all damage resulting from the above.
The Supplier is not liable for any damage whatsoever that the Customer suffers as a result of an intervention by the Supplier as part of the complaints procedure.
7. Without prejudice to the provisions in article 5 paragraph 2, the Customer shall refrain from using the Service to initiate, execute, use, process, promote, send, publish or offer processes, programs, data or materials that are contrary to morality or for which the Customer knows or can reasonably suspect that the Supplier has not made the Service available for those purposes, including in particular, but not limited to:
a. Harmful scripts or processes which Customer knows or can reasonably suspect
suspicion that this may hinder Supplier, other Customers of Suppliers or
Internet users.
b. IRC bots, bouncers or other IRC-related processes or programs.
c. Proxy software, whether or not for the purpose of anonymizing traffic.
d. BitTorrent software, whether or not for the purpose of using it in a malicious or otherwise improper
manner. e. Network daemons or other processes that (attempt to) open network sockets or connect to an external network, or provide information about external networks.
f. Hacking, hacking tools, or other materials with the purpose of accessing systems, networks, or services
Customer’s or third parties’ systems, networks or services without the owner’s permission, whether or not
not with the intent to cause damage.
g. E-mail in bulk and/or spam, including sending (large) newsletters, whether or not
with the consent of the recipients.
h. Backup and/or file storage (other than the Client’s website and any
single backups thereof), including offering file, photo or video sharing
and the use of the Service as a backup medium.
i. Pornographic and/or erotic material.
8. Client shall refrain from obstructing other Clients or Internet users or causing damage to the servers. The Customer is prohibited from starting up processes or programs, whether or not via the server, that the Customer knows or can reasonably suspect will hinder or damage the Supplier, other Customers or Internet users.
Internet users or cause damage.
9. Supplier shall inform Customer of any measures as a result of
9. Supplier shall inform Customer of any measures as a result of non-compliance with the provisions of paragraphs 7 and 8.
10. Customer shall comply with the generally accepted rules of conduct on the Internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and future adaptations thereof.
11. The Customer is prohibited from transferring the user name or user names and password or passwords provided by the Supplier to third parties without the Supplier’s permission.
12. The Customer is not permitted to resell, re-let or otherwise make the Service available to third parties (with or without consideration), unless
otherwise agreed upon.
13. Data traffic means all network traffic generated by the Customer, incoming and outgoing. Incoming and outgoing traffic will be added together for the calculation of data traffic.
14. Supplier may place a maximum on the amount of storage space and/or the amount of data traffic that Customer may use under the Service. The maximums can be found by the Customer at all times on the Supplier’s Website. If the maximum amount of data traffic is exceeded, the Supplier will close the web hosting account. No liability exists for consequences of not being able to send, receive, store or change data if an agreed limit for storage space and/or data traffic has been reached.
15. Data traffic is not transferable to a next month and/or equipment, unless otherwise agreed upon.
16. Client may decide to increase the maximum amount of data traffic for a fee. Extension of the amount of data traffic can extend to the end of the month or for the rest of the duration of the Service. The choice is up to the Customer.
17. In the event that the Supplier has not set a limit to the amount of storage space and/or the amount of data traffic (designated as ‘unlimited‘), the Customer must refrain from use of which the Customer knows or can reasonably suspect that (in the opinion of the Supplier) this may hinder other Customers of the Supplier.
18. If, in the opinion of the Supplier, there is excessive use of the Service that could endanger the continuity of the service to other Customers of the Supplier, the Supplier is entitled (without prior notice) to restrict or suspend the use of the Service and/or to charge a separate rate for storage space and/or data traffic, without incurring any liability or the obligation to refund any compensation already paid.
19. The Customer hereby grants the Supplier an unrestricted license to use any and all materials distributed by the
19. Customer hereby grants Supplier an unrestricted license to distribute, store, transmit or copy all materials distributed by Customer through Supplier’s systems.
stored, transmitted or copied in any manner deemed appropriate by Supplier, however
only to the extent reasonably necessary for the performance of the Agreement by Supplier.
Agreement by the Supplier.
20. In addition to the obligations under the law, damage resulting from incompetence or failure to act in accordance with the above points shall be for the Customer’s account.
Article 6. Domain names and IP addresses.
1. If the Service (partly) involves the Supplier mediating for the Customer in obtaining a domain name and/or IP address, the provisions of this article also apply.
2. The availability information of domain names provided by the Supplier on its Website or in its customer system My IMintify is purely indicative. The Customer cannot derive any
order process.
3. Application, assignment and possible use of a domain name and/or IP address are
dependent on and subject to the applicable rules and procedures of the
relevant registration authorities, including the Stichting Internet Domeinregistratie
Netherlands and RIPE. The relevant body decides on the allocation of a
domain name and/or IP address. The Supplier only plays a mediating role in the application and gives no guarantee that an application will also be honored.
4. The Customer can only learn the fact of registration from the confirmation letter from the Supplier, which states that the requested domain name has been registered, unless otherwise indicated. An invoice for registration fees is not a confirmation of registration.
5. The Customer shall indemnify and hold the Supplier harmless for all damages related to (the use of) a domain name on behalf of or by the Customer.
6. Customer’s instruction to Supplier to transfer a domain name,
implies that the Customer is the owner of that particular domain name. In the event of an order to move a domain name, the Customer also indemnifies the Supplier against all claims that are
related to (the use of) the domain name.
7. If the Customer turns out not to be the owner of the domain name that the Customer requested the Supplier to transfer, the Customer will be in breach of paragraph 6 and the Supplier will automatically and without any prior notice be liable for the costs of the transfer.
Supplier automatically and without any prior notice of default
a fixed compensation of € 5,000.00.
8. The Supplier is not liable for the loss by the Customer of its right(s) to a domain name and/or IP address or for the fact that the domain name and/or IP address is applied for and/or obtained by a third party in the interim, except in the case of intent or gross negligence on the part of the Supplier.
9. Customer shall comply with the rules set by registering authorities
for application, assignment or use of a domain name and/or IP address.
10. The Supplier is entitled to make the domain name inaccessible or unusable, or to transfer it to its own name (or have it transferred) if the Customer is demonstrably in default of fulfilling the Agreement, but only for as long as the Customer is in default and for as long as the Supplier is in breach of the Agreement.
Customer is in default and only after expiry of a reasonable term for compliance
given in a written notice of default.
11. In the event of dissolution of the Agreement for breach of contract by the Customer, the Supplier is entitled to terminate the domain name and/or IP address subject to one month’s notice.
Article 7. Resellers
1. If the Service (also) includes reselling, renting or otherwise making available for a fee
(“Reselling”) of products or services of the Supplier by the Customer to its customers.
Customer to its customers, the provisions of this article also apply.
2. When Reselling, Customer acts in its own name, for its own account, and at its own risk and is not entitled to conclude agreements for or on behalf of Supplier or to create the impression that it is an agent or representative of Supplier.
3. Customer is free to determine its offers and prices to its customers, within the limits of Supplier’s offer specified in the offer.
4. Customer shall impose on its customers at least the same obligations as
Supplier imposes on Customer with regard to the product(s) or
service(s). Supplier may require Customer to provide evidence of this.
5. Non-payment or late payment of Customer’s clients does not release Customer from its payment obligations to Supplier.
6. Supplier shall only contact customers of Customer through Customer, unless Supplier has an urgent reason to approach these customers directly or Customer gives permission for direct contact. (Impending) damage and nuisance to third parties caused by customers’ activities is in any case an urgent reason.
7. Client is not entitled in promotional or commercial communication to use any
Supplier’s trade name, brand name, logos or signs for the purpose of using Supplier’s goodwill or good name for customer acquisition by Customer. However, Customer may communicate in a business manner that it uses Supplier’s products and/or services.
8. Customer is at all times fully liable for everything that its customers do or
8. The Customer is at all times fully liable for everything that its customers do or fail to do through the systems or networks of the Supplier or those of its suppliers.
9. In the event of dissolution of the Agreement for breach of contract by the Customer
Supplier acquires the right to approach, inform and possibly take over the Customer’s customers.
possibly to take them over.
Article 8. Services
1. Support on hardware, software and other services will be invoiced at the applicable hourly rate. The applicable hourly rate will be announced by the Supplier in advance. Support will be charged per hour, minimum purchase is one (1) hour unless otherwise agreed. In the event of a request for support for which no SLA has been purchased, the Supplier cannot give any response time guarantees.
Article 9. Availability of the Service.
1. The Supplier shall make every effort to achieve uninterrupted availability of its systems and networks, and to achieve access to data stored by the Supplier, but offers no guarantees in this regard unless otherwise agreed in the quotation or the electronic ordering procedure by means of a Service Level Agreement (SLA) designated as such. Insofar as such SLA does not provide otherwise, the provisions of this article shall apply to availability.
2. The Supplier shall make every effort to keep the software it uses up-to-date.
However, the Supplier is dependent on its supplier(s) in this respect. The Supplier is entitled
not install certain updates or patches if, in its opinion, this will not benefit proper delivery of the Service.
3. The Supplier shall make every effort to ensure that the Customer can use the networks that are directly or indirectly connected to the Supplier’s network. However, the Supplier cannot guarantee that these networks (of third parties) will be available at any time.
4. If, in the opinion of the Supplier, a danger arises for the functioning of the
Supplier or third parties’ computer systems or network and/or the provision of services via a network, in particular due to excessive sending of email or other data, poorly secured systems or activities of viruses, trojans and similar software, the Supplier is
Supplier is entitled to take all measures which it reasonably considers necessary to avert or prevent this danger.
to avert or prevent this danger.
5. The Supplier shall not make backup copies (backups) available to the Customer, unless the Customer has purchased an additional SLA for this purpose. It is therefore the
responsibility of the Customer to make back-up copies of the data stored at the Supplier.
stored at the Supplier. Supplier only makes backups for continuity purposes.
This is a non-binding service and no guarantees are given and the Supplier cannot be held liable for this.
Supplier cannot be held liable for this.
Article 10. Liability
1. Supplier’s liability for direct damage suffered by Customer as a result of an attributable failure by Supplier to perform its
obligations under this Agreement, explicitly also including any
shortcoming in the performance of a guarantee obligation agreed upon with the Customer, or as a
obligations agreed upon with the Customer, or as a result of an unlawful act by the Supplier, its
employees or third parties engaged by him, is limited per event or a series of related events to an amount of
limited to an amount equal to the fees payable by the Customer under this Agreement per year.
Customer under this Agreement per year (excluding VAT).
2. In no event shall the total compensation for damages, for whatever reason, of
Supplier exceed EUR. 1,000 (excluding VAT).
3. Supplier’s liability for indirect losses, including consequential losses, loss of profit, missed savings, loss of (business) data and losses due to business interruption, is excluded.
4. Outside the cases mentioned in article 10 paragraph 1, the Supplier shall not be
liability for damages, regardless of the ground on which an action for damages would be based.
action for compensation would be based on. The maximum amount referred to in article 10 paragraph 1
shall however lapse if and insofar as the damage is the result of intent or gross negligence of
fault of managerial personnel of the Supplier. 5. The Supplier’s liability for attributable failure in the performance of the Agreement shall arise only if the Customer gives the Supplier immediate and proper notice of default in writing, stating the reasons for the failure.
giving the Supplier immediate and proper notice of default in writing, stipulating a reasonable term in which to remedy the failure and
shortcoming, and the Supplier continues to fail imputably in the fulfilment of his obligations after that period.
obligations even after that period. The notice of default must contain as detailed a description
description of the shortcoming, so that Supplier is able to respond adequately.
response.
6. The Supplier shall never be liable for damage caused by force majeure.
7. A condition for any right to compensation is always that
7. A condition for any right to compensation is always that the Customer reports the damage to the Supplier in writing and by
7. A condition for any right to compensation is always that the Customer reports the loss to the Supplier in writing and by registered mail within 30 days of its occurrence.
8. Insofar as the Customer is acting in the course of a profession or business, he shall indemnify the Supplier against all claims of third parties for liability as a result of a defect in the Service.
Article 11. Failures and force majeure
1. The Supplier has the right to take its systems, including the Website, or portions thereof
temporarily out of operation for the purpose of maintenance, modification or improvement
thereof. The Supplier shall endeavour to arrange for such taking out of service to take place as far as possible outside office hours and shall make every effort to notify the Customer of the planned taking out of service in good time. However, Supplier shall never be liable for compensation for damage in connection with such taking out of service.
2. The Supplier has the right to modify its systems, including the Website, or parts thereof from time to time to improve functionality and to correct errors. If a modification results in a significant change in functionality, the Supplier shall make every effort to notify the Customer. In the case of modifications relevant to multiple Customers, it is not possible to waive a particular modification only for Customer. Supplier is not obliged to pay any compensation for damage caused by such a modification.
3. The Supplier shall make every effort to inform the Customer of the nature and expected duration of the interruption in the event of the unavailability of the Service, due to breakdowns, underhud or other causes.
4. In the event of force majeure, which shall in any case include failures or breakdowns of the Internet, the telecommunications infrastructure, synflood, network attack, DoS or DDoS attacks, power failures, domestic unrest, mobilization, war, traffic congestion, strike, lockout, business disturbances, supply stagnation, fire, flood, import and export impediments and in the event that Supplier is prevented by its own Suppliers whatever the reason, is unable to make delivery, as a result of which performance of the Agreement cannot reasonably be required of the Supplier, performance of the Agreement shall be suspended or the Agreement shall be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to pay damages.
Article 12. Duration, termination and renewal
1. The Agreement for a Service (other than a one-time Service) is
entered into for a period of 12, 24 or 36 months, unless otherwise agreed in writing.
agreed upon.
2. The Customer has the option (for his account as a whole) to choose either
automatic renewal or for manual renewal. These methods are described in Article 12a and Article 12b respectively.
3. Upon cancellation, termination or dissolution for any reason, the Supplier is entitled to immediately delete or make inaccessible all stored data and cancel all of the Customer’s accounts. The Supplier is not obliged to provide the Customer with a copy of these data.
foregoing, the provisions of article 12 paragraph 4 of the Schedule shall apply.
4. Delivery dates given by Supplier shall, unless it is expressly stated in writing that it concerns a deadline, always be indicative in nature. The Supplier shall not be in default, even in the case of an agreed final deadline, until the Customer has given it notice of default in writing.
5. Exceeding agreed delivery dates for whatever reason shall not entitle the Client to compensation, unless otherwise agreed in writing.
6. If the Customer is a natural person who is not acting in the course of a profession or business, the Customer has the right, without giving reasons, to dissolve the Agreement within seven working days of its conclusion, unless the Supplier has already started performing the Agreement with the consent of the Customer within this period. Domain names are excluded from this statutory reconsideration period, because a domain name is recorded on the basis of the specifications of the Customer or is personal in nature (see article 7:46d of the Civil Code).
7. If the Customer fails to meet any of his obligations under the Agreement, the Supplier shall be entitled to terminate all Agreements concluded with the Customer in question without notice of default or judicial intervention being required and without prejudice to the Supplier’s right to compensation for damage, lost profits and interest.
Article 12a. Automatic renewal
1. If the Customer has opted for automatic renewal and has fulfilled the payment obligation referred to in paragraph 3 below, at the end of the agreed term, subject to cancellation by the Customer, the Service will be automatically renewed for 12 months.
2. For the purpose of renewal of the Service, an automatic payment order shall be submitted four to six weeks prior to the renewal. The Supplier shall notify the Customer of this in good time, at least two weeks prior to the order.
3. Automatic renewal of the Service will be realized one to three weeks before the expiration date
realized, provided at that time Supplier has received and processed Customer’s payment in full.
received and processed. In all other cases, Supplier will cancel the automatic renewal
cancel and change it to a manual renewal (as described in Article 12b). It is
then solely the responsibility of the Customer to independently realize a renewal of the Service.
4. In case of a refusal or failure of the payment order after the renewal of the Service, the Customer is obliged to pay the full fee for the renewal of the Service.
5. Customer shall ensure that any cancellation is received and processed by Supplier no later than one day before the automatic payment takes place.
6. If the Customer is a natural person not acting in the exercise of a profession or business, the Customer is permitted to cancel on any day after automatic renewal. The cancellation will take effect one month after receipt of the cancellation. ‘One month‘ notice here means no later than the day with the same number in the following month.
7. Client may communicate a cancellation through the same channel through which the
Agreement was entered into. The Customer may also give notice of termination by e-mail or via the
Supplier’s customer system (My IMintify).
8. If after termination it appears that the Customer has paid more than is due for the period between the last invoice and the moment of termination, the Supplier shall refund the difference.
9. Supplier may attach additional conditions to the use of automatic renewal.
9. The Supplier is also permitted to change the Customer’s renewal method
to manual renewal when the Supplier’s conditions are not (or no longer) met, or when the Supplier otherwise deems it necessary.
Article 12b. Manual renewal
1. If the Customer has opted for manual renewal, the Service will terminate automatically upon expiry of the agreed period, unless the Customer proceeds to renew the Service for a new period as referred to in Article 12, paragraph 1 in the manner described in the following paragraphs 2, 3 and 4.
2. It is, in case of manual renewal, the sole responsibility of the Customer to keep an eye on the end date of the Service and, if he wishes, to take the initiative to
take initiative to extend the Service.
3. If the Customer wishes to extend the Service, he can use the customer system of the
Supplier (My IMintify) to extend the Service and to pay the
fee.
4. Manual renewal of the Service only comes into effect when the Supplier has processed the full payment from the Customer. Therefore, it is necessary that
Customer ensures that Supplier has received full payment at the latest 5 working days before the expiry of the
of the agreed period has received full payment.
Article 13. Terms of Payment
1. Supplier shall send an invoice or pro forma invoice to Customer for the amount owed by Customer. In the case of a pro forma invoice, no payment obligation shall apply. The payment term of an invoice is 14 days after the date of the invoice, unless otherwise indicated on the invoice or otherwise agreed in the Agreement.
2. If the Supplier has prepared a pro forma invoice, the Supplier shall send a final invoice to the Customer after the payment has been processed.
3. The Supplier is permitted to send (pro-forma) invoices electronically.
4. After the expiry of 14 days after the payment term of an invoice, Customer who fails to pay on time shall be in default by operation of law without notice of default being required. If an amount due is not paid within the payment term, statutory interest shall be payable on the outstanding invoice amount without further notice of default by Supplier.
notice of default by the Supplier.
5. In the event of late payment, in addition to the amount due and the interest accrued thereon, the Customer shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.
6. The claim for payment shall become immediately due and payable in the event that Client is declared bankrupt, applies for a moratorium or a general attachment is levied on Client’s assets.
Client’s assets, Client dies and furthermore, if Client goes into liquidation or is dissolved.
7. In the above cases the Supplier shall also have the right to terminate or suspend performance of the Agreement or any part thereof not yet performed without notice of default or judicial intervention, without being entitled to compensation for any loss sustained by the Customer as a result thereof.
Article 14. Intellectual property rights.
1. All intellectual property rights to all materials, software, analyses, designs, documentation,
advice, reports, offers, as well as preparatory material thereof, belong exclusively to Supplier or its licensors.
2. The Customer shall only acquire the rights of use and powers arising from the scope of the Agreement or granted in writing and the Customer shall not otherwise reproduce or disclose the software or other materials.
3. The Customer will not be permitted to make any indications concerning copyrights, trademarks,
trade names or other intellectual property rights from the materials, including
including any indications concerning the confidential nature and secrecy of the materials.
confidential nature and secrecy of the materials.
4. The Supplier is permitted to take technical measures to protect the materials.
materials. If the Supplier has secured the materials by means of technical protection, the
secured, the Customer is not permitted to remove or evade this security.
circumvention.
5. Any use, reproduction or disclosure of the materials beyond the scope of the Agreement or rights of use granted shall be considered a copyright infringement. The Customer shall pay the Supplier an immediately due and payable penalty, which is not subject to judicial mitigation, of 1,000 euros per infringing act, without prejudice to the Supplier’s right to be compensated for its losses as a result of the infringement or to be allowed to take other legal measures in order to have the infringement terminated.
Article 15. Secrecy
1. The parties shall treat as confidential any information they provide to
each other, be kept confidential when such information is marked as
confidential or when the receiving party knows or should reasonably suspect that the
information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the performance of the
Agreement.
2. The Supplier shall not take cognizance of any data which the Customer stores and/or distributes via the Supplier’s systems, unless this is necessary for the proper performance of the
Agreement or the Supplier is obliged to do so pursuant to a statutory provision or
court order. In that case the Supplier shall make every effort to limit knowledge of the data as much as possible.
as much as possible, to the extent this is within its power.
Article 16. Processing of personal data.
1. The Client has, pursuant to legislation concerning the processing of
personal data (such as the General Data Protection Regulation) obligations
towards third parties, including the obligation to provide information, to allow inspection and to restrict, rectify and delete personal data of
data subjects as well as transferring this personal data to another
processing controller.
2. The parties agree that with respect to the processing of
personal data is a “processor” within the meaning of the General Data
Data Protection Regulation and that the responsibility for compliance with those
obligations when processing personal data through the Service or otherwise lies
lies solely with the Customer. In this regard, with respect to the processing of
personal data, the provisions in the Annex shall apply.
3. Customer warrants to Supplier that the processing of personal data is carried out lawfully and that the rights of third parties are not infringed. Opdractgever shall indemnify Supplier against any legal claim from third parties, on whatever grounds, if that claim relates to the processing of personal data as well as against any fines imposed by the Personal Data Authority or other competent supervisory authorities that are attributable to Customer.
Article 17. Complaints
1. Complaints regarding the performance of the Agreement, the operation of the Service or the operation of other facilities must be communicated in writing. Within 5 working days the Customer may expect a response to the complaint.
Article 18. Changes to General Terms and Conditions.
1. Supplier reserves the right to modify or supplement these General Terms and Conditions.
2. Amendments shall also apply to Agreements already concluded with due regard
of a period of 30 days after publication of the amendment on the Website of the Supplier or by electronic message.
Supplier or by electronic message. Changes of minor importance may be made at any time.
3. If the Customer does not wish to accept an amendment to these General Terms and Conditions, he may, until the date on which the new terms and conditions come into force, terminate the Agreement
terminate the Agreement by this date.
Article 19. Final Provisions
1. Dutch law applies to this Agreement.
2. Insofar as rules of mandatory law do not dictate otherwise, all disputes that may arise in connection with this Agreement shall be submitted to the competent Dutch court for the district in which the Supplier has its registered office.
3. If any provision of this Agreement turns out to be invalid, this shall not affect the validity of the Agreement as a whole. The parties shall in that case replace it with (a) new
If any provision of this Agreement proves to be invalid, this shall not affect the validity of the Agreement as a whole.
original Agreement and General Terms and Conditions.
4. Written” in these General Conditions also includes e-mail and communication by fax, provided that the identity and integrity of the e-mail or fax has been sufficiently established.
5. The version of any communication received or stored by the Supplier, measurements made
5. The version of any communication, measurements made (for example data traffic, but not limited to this) and monitoring by the Supplier received or stored by the Supplier shall be deemed authentic, subject to evidence to the contrary to be provided by the Customer.
6. The parties shall always promptly inform each other in writing of any changes in
name, postal address, email address, telephone number and, if requested, bank account number.
7. The Customer is only entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the Supplier.
Supplier may do so without Customer’s consent.
APPENDIX 1: PROCESSING PERSONAL DATA If the Supplier processes Personal Data for the benefit of the Customer during the performance of the Agreement, the terms and conditions below shall apply in addition to the General Terms and Conditions. The applicability of processing agreements of the Customer is expressly rejected.
Article 1. General
1. The terms defined in this Appendix in the General Regulation
Data Protection (hereinafter “AVG”) shall have the meaning assigned to them in the AVG.
assigned to them. This Annex qualifies as a processing agreement as referred to in Article 28 AVG.
2. The Supplier offers the Customer the opportunity to purchase the Service, whereby
Supplier in the performance of the Service for and on behalf of Customer
Process Personal Data. In this Processing of Personal Data
Customer can be regarded as the Controller, or if
Customer Processes the Personal Data for the benefit of a third party as a Processor.
Processor. Supplier (depending on the capacity in which the Customer
Personal Data) the role of Processor or subprocessor.
Article 2. Purposes of Processing.
1. Supplier undertakes, under the terms of the Agreement, to process on behalf of
Process Personal Data on the instructions of the Customer. The Processing will only
take place within the framework of the performance of the Agreement as well as for the duration
thereof, plus those purposes that are reasonably related thereto or that are determined with further
be determined with further consent.
2. Supplier shall not Process Personal Data for any purpose other than as determined by
Customer. Customer shall inform Supplier of the
processing purposes to the extent they are not already mentioned in this Schedule.
3. Supplier has no control over the purposes and means of Processing of
Personal Data. The Supplier shall not make any independent decisions regarding the receipt and
use of Personal Data, the disclosure to third parties and the duration of storage
of Personal Data.
4. Supplier shall process Personal Data on behalf of Customer, provided that
4. On the instructions of Customer, Supplier processes Personal Data, on the understanding that this does not include any special Personal Data, Citizen Service numbers or data
concerning criminal convictions or criminal offences, such as, for example, the
following standard categories: – name and address details;
– telephone numbers;
– e-mail addresses;
– IP addresses;
– and other possible categories of non-special Personal Data.
5. This Personal Data relates to the categories defined in this paragraph of this article
Data Subjects. The Data Subjects include: – persons using the Service;
– visitors to the website;
– persons receiving e-mail from or sending e-mail to the Customer;
– persons included by the Customer in its e-mail address book within
the webmail environment made available by Supplier;
– persons who enter Personal Data in a contact form;
– persons who make Personal Data available for Processing to
and other possible categories of Data Subjects whose Personal Data are Processed by means of the Service.
Processed by means of the Service.
Article 3. Supplier Obligations.
1. With respect to the Processing mentioned in Article 2 of this Schedule, the Supplier shall ensure compliance with the conditions that, pursuant to the AVG, are imposed on the Processing of Personal Data by the Supplier from its role.
2. Supplier shall Process Personal Data and other data that will be provided to Supplier by or on behalf of Customer and based on written
instructions from the Customer.
3. Supplier shall, upon Customer’s request to do so and within a reasonable time,
3. The Supplier shall, at the request of the Customer and within a reasonable time, inform the Customer of the measures it has taken with regard to its obligations under this Schedule.
4. The obligations of the Supplier arising from this Schedule also apply to those
4. The obligations of the Supplier arising from this Schedule also apply to those who Process Personal Data under the authority of the Supplier.
5. Supplier shall notify Customer if, in its opinion, an instruction of
Customer violates relevant privacy laws and regulations.
6. Supplier shall provide Customer, at Customer’s request, with the necessary cooperation
6. At the request of the Customer, the Supplier shall provide the necessary cooperation in the fulfilment of the Customer’s obligations in accordance with the AVG, including but not limited to
its security obligation, the obligation to report data breaches, the performance of a data
data protection impact assessment and a prior consultation of the
supervisory authority in the event of high-risk processing. The costs reasonably
reasonably incurred or to be incurred by the Supplier in connection with the aforementioned cooperation shall be reimbursed by
Customer shall be reimbursed by the Customer.
Article 4. Transfer of Personal Data.
1. Supplier Processes Personal Data in countries within the European Union. Customer additionally gives Supplier permission to Process Personal Data in countries outside the European Union, subject to the applicable laws and regulations.
2. Supplier shall inform Customer, at Customer’s request, which country or countries are involved.
countries concerned.
Article 5. Division of responsibility
1. The Parties shall ensure compliance with applicable privacy laws and regulations. The permitted Processing will be carried out by the Supplier within a (semi-)automated environment.
(semi-)automated environment.
2. Supplier is solely responsible for the Processing of the Personal Data under this Schedule, in accordance with Customer’s instructions and under Customer’s explicit (ultimate) responsibility.
(ultimate) responsibility of Customer.
3. For all other Processing of Personal Data, including but not limited to the collection of the Personal Data by Customer, Processing for purposes not notified to Supplier by Customer, Processing by third parties and/or for other purposes, Supplier is not responsible. The responsibility for such Processing rests solely with Customer.
Customer shall at all times guarantee the lawfulness of these Processing operations and that its systems and infrastructure are adequately secured at all times.
4. It is up to the Customer to assess whether the Supplier offers sufficient guarantees with
regarding the application of appropriate technical and organizational measures so that
the Processing meets the requirements of the General Data Protection Regulation and/or
any other applicable laws and regulations and that the protection of the rights
of Data Subjects are sufficiently guaranteed.
5. The Client guarantees at all times that the content, use and instruction for
Processing of Personal Data, as referred to in this Schedule, is not unlawful and
does not infringe any rights of third parties.
6. Client warrants at all times that when using the Services no
Special Personal Data, Citizen Service Numbers or data relating to criminal convictions or
6. The Client guarantees at all times that no special Personal Data, Citizen Service Numbers or data relating to criminal convictions or criminal offences are processed when using the Services, unless otherwise agreed in writing.
7. Without prejudice to the Supplier’s other rights, Customer shall indemnify Supplier against any damage, claims of third parties and fines imposed by supervisory authorities, if Customer acts in breach of this Schedule and/or the General Regulation
Data Protection Regulation and/or any other applicable laws and regulations.
Article 6. Engaging third parties or subcontractors
1. The Customer hereby grants the Supplier general permission to engage third parties (sub-processors) in the Processing. At the Customer’s request, the Supplier shall inform the Customer as soon as possible of the sub-processors it has engaged.
2. Supplier has the right to make changes regarding the addition or replacement of
sub-processors. The Supplier shall inform the Customer about the intended
changes regarding the addition or replacement of sub-processors, whereby the Customer is given the opportunity to object to these changes. This objection must be submitted in writing, within two weeks and supported by arguments. If the Client does not object within the aforementioned two-week period, the Client shall be deemed to have agreed.
3. If Client objects within the period referred to in the previous paragraph,
both parties will make every effort to come to a reasonable solution in consultation.
come to a reasonable solution. If the parties cannot reach agreement on the intention of the
Supplier, the Supplier shall be entitled to engage the relevant new subprocessor and the
and the Customer is entitled to terminate the Agreement by the date on which the new sub-processor is engaged.
date on which the new sub-processor is engaged.
4. Supplier shall unconditionally ensure in writing that such third parties assume the same obligations
assume the same duties as agreed between Customer and Supplier. Supplier guarantees
for proper compliance with these duties by these third parties.
Article 7. Security
1. The Supplier shall endeavor to take appropriate technical and organizational measures
with respect to the Personal Data Processing to be performed, especially as a
consequence of the destruction, loss, alteration or unauthorized disclosure of or
unauthorized access to data transmitted, stored or otherwise processed.
2. The Supplier shall implement the technical and organizational security measures as
arising from the most recent version of the Information Security Policy as is
published at https://www.iMintify.nl/downloads/informatiebeveiligingsbeleid.
3. Supplier may make changes to the security measures taken if, in its opinion, this is necessary to continue providing an appropriate level of security.
4. Supplier does not warrant that security is effective under all circumstances. The Supplier shall make every effort to ensure that the security meets a level that, given the state of the art, the implementation costs of the security measures, the nature
scope and context of the Processing, the purposes and intended use of the
Service, the processing risks and the risks, varying in probability and severity
to the rights and freedoms of Data Subjects that it could expect given the intended use of the Service is not unreasonable.
5. The security measures described provide, in the opinion of the Client,
taking into account the factors referred to in paragraph 3 of this article, provide a level of security appropriate to the risk of the
Processing of the Personal Data used or provided by the Client.
security level. 6. Customer shall make Personal Data available to Supplier for Processing only if Customer has satisfied itself that the required security measures have been taken. Customer is responsible for compliance with the measures agreed upon by the Parties.
agreed measures.
Article 8. Duty to report
1. In the event of a security breach and/or a data breach (which shall be understood to mean: a breach of security leading accidentally or unlawfully to the destruction, loss, modification or unauthorized disclosure of, or unauthorized access to, transmitted, stored or otherwise Processed Data), the Supplier shall, to the best of its
make every effort to inform the Customer about this as soon as possible, as a
As a result of which Customer will assess whether or not to inform the supervisory authorities and/or
Data Subjects or not. Supplier shall use its best efforts to ensure that the
information provided is complete, correct and accurate.
2. If required by law and/or regulations, the Supplier shall cooperate in informing the relevant authorities and, if applicable, Data Subjects. The Customer is responsible for reporting to the relevant authorities.
3. For the Supplier, the duty to report includes in any case reporting to the Customer the fact that there has been a leak, as well as: – what the (alleged) cause of the leak is;
– what the (as yet known and/or expected) consequence is;
– what the (proposed) solution is;
– what the measures already taken are;
– what the contact details for following up the report are;
– who has been informed (such as Data Subject itself, Client, regulator).
Article 9. Processing requests from Data Subjects.
1. In the event that a Data Subject makes a request regarding his/her Personal Data to
Supplier, Supplier shall forward the request to Customer and inform the Data Subject
notify the Data Subject thereof. The Customer will then handle the request independently.
handling. If it appears that the Customer requires assistance from the Supplier for the
execution of a Data Subject’s request, the Supplier will cooperate and may charge costs.
Supplier may charge costs for this.
Article 10. Secrecy and confidentiality
1. All Personal Data that Supplier, pursuant to this Schedule, processes for Customer
Processed, shall be subject to an obligation of confidentiality by Supplier towards third parties. Supplier shall not use such information for any other purpose than that for which it obtained it, unless it is in such form that it is not traceable to Data Subjects.
2. This duty of confidentiality does not apply – insofar as the Client has given express permission to disclose the information to
third parties; or – if providing the information to third parties is logically necessary for the performance of the Agreement or this Schedule; or
– if there is a legal obligation and/or a court order to provide the information
to a third party; or
– with respect to third parties to whom – subject to the provisions of Article 6 –
Personal Data is provided in their capacity as a sub-processor.
Article 11. Audit
1. Client shall have the right to have audits conducted by an independent ICT expert bound by confidentiality to verify compliance with all items in this Schedule.
2. This audit shall only take place after Customer has requested and assessed the
2. This audit shall only take place after Customer has requested and reviewed the similar audit reports present at Supplier and
arguments that justify an audit initiated by Customer. A
such an audit shall be justified if the similar audit reports
audit reports present at Supplier do not or not sufficiently conclusive regarding Supplier’s compliance with this Schedule.
by Supplier. The audit initiated by Customer shall take place two weeks after prior notice by
prior notice by Customer, once a year.
3. Supplier shall cooperate with the audit and provide all reasonably relevant
information, including supporting data such as system logs, and employees as timely as possible and
possible and within a reasonable time, whereby a maximum of two weeks is reasonable unless an urgent interest dictates otherwise.
4. The findings as a result of the audit carried out will be assessed by the Parties in mutual
4. The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result, may or may not be implemented by one of the Parties or by both Parties jointly.
5. The reasonable costs for the audit shall be borne by the Client, it being
understanding that the costs for the ICT expert to be hired will always be borne by the Client.
be borne by.
Article 12. Duration and termination
1. The Annex is entered into for the duration as stipulated in the Agreement between the Parties and, in the absence thereof, in any case for the duration of the cooperation.
2. The Annex cannot be terminated in the interim.
3. The Parties may amend this Annex only by mutual consent.
4. After termination of the Attachment the Supplier shall immediately destroy the Personal
4. After termination of the Attachment, the Supplier shall immediately destroy the Personal Data received from the Customer, unless the Parties agree that the Supplier will return this Personal Data to the Customer.
Personal Data to the Customer or the Supplier is obliged by law to keep this Personal Data.
is legally obliged to keep this Personal Data. Supplier may recover any costs
it incurs in connection with the destruction and/or return of Personal Data to Customer shall be charged to Customer.
