General terms and conditions
I GENERAL PROVISIONS
1. Definitions
In these General Terms and Conditions the following terms shall have the following meanings:
- General Terms and Conditions: these general terms and conditions;
- Agreement: agreement between Client and Contractor for the delivery of goods and/or the performance of work;
- Contractor: System Flex BV;
- Client: the natural or legal person with whom the Contractor concludes an Agreement.
- Service: the specific service that the Contractor agrees with the Client, as stated in the Agreement or quotation.
- Appendix: the appendix that is attached to the General Terms and Conditions and is inseparably linked to them.
2. Applicability
2.1 The General Terms and Conditions apply to the formation, content and performance of the Agreement, as well as to all other legal acts and legal relationships between the Contractor and the Client.
2.2 By the mere commencement of the work by the Contractor, the Client is deemed to agree to the applicability of the General Terms and Conditions.
2.3 Any general terms and conditions of the Client are expressly not applicable to the Agreement, unless they have been accepted in writing by the Contractor.
2.4 In the event of any conflict between the provisions of the Agreement and the General Terms and Conditions, the Agreement shall prevail.
3. Price quotations and conclusion of agreement
3.1 A quotation or project plan from the Contractor is non-binding. The Contractor is entitled to revoke an offer accepted by the Client within two (2) business days of receipt of acceptance.
3.2 A quotation or project plan is one indivisible whole.
3.3 The Contractor is not obliged to perform the Agreement at a price stated in the quotation, project plan and/or the Agreement if this price is based on an obvious printing or writing error or an obvious calculation error.
3.4 Permit and parking costs are not included in the quote or project plan. The Contractor is entitled to charge these costs to the Client.
3.5 The amounts stated in the quotation or project plan exclude VAT, other taxes, recesses, skirting boards, finishing and the like, parking fees, vertical transport by telehandler or crane, waste containers, drawing costs, and the contractor's commission.
3.6 If more than one natural and/or legal person acts as Client or behaves as such, they shall all be jointly and severally liable to the Contractor.
3.7 If, after acceptance of the order, the material prices, the prices of auxiliary materials and raw materials such as electricity, the prices of parts which we obtain from third parties, wages and salaries, social security contributions, government charges, sales tax, freight and insurance premiums, a
undergo an increase, including price increases due to exchange rate differences in the currency in which we purchase our materials or the materials to be used by us are purchased, or if our surcharges change due to a change in one or more of the aforementioned factors, even if this occurs as a result of circumstances that could have been foreseen at the time the order was accepted, the Contractor is entitled to increase the price agreed upon at the time the order was accepted accordingly, taking into account any existing statutory provisions in this regard.
3.8 The price increases mentioned in this article will form part of the agreed price; the increases must be paid by the Client under the same conditions as the initially agreed price.
3.9 When determining the interim payment obligations, the aforementioned price increases may be taken into account on a pro rata basis.
3.10 After the Agreement has been concluded, the Client must, at the Contractor's first request, provide sufficient security for payment of the contract price. The Client shall bear the costs of providing the security.
3.11 The Contractor has the right to transfer its rights and obligations under the Agreement to third parties. Without the Contractor's written consent, the Client may not transfer its rights and obligations to the Contractor to third parties. This provision has effect under property law.
4. Retention of title
4.1 All goods delivered by the Contractor remain the property of the Contractor until the Client has fulfilled its payment obligations under the Agreement to the Contractor. As long as the Contractor has not fulfilled its payment obligations, the Client undertakes to the Contractor to handle the delivered goods with due care.
to treat, insure, and not to pledge, process, transfer, or hand over the same to third parties. Failure to comply with this obligation will render the entire order amount associated with the Agreement immediately due and payable.
4.2 If the Client fails to fulfill its obligations towards the Contractor, the Contractor shall be entitled to immediately take back the goods to which title is reserved. To the extent necessary, the Client shall provide the Contractor with the following upon first request:
provide immediate access to buildings and/or grounds of which the Client is the owner or manager, so that the Contractor can reclaim its property(s).
5. Client's Liability
5.1 Client shall be responsible for the constructions and working methods prescribed by or on behalf of Client, as well as for the orders and instructions given by or on behalf of Client.
5.2 If building materials or resources made available by the Client or prescribed by the Client contain defects or are not suitable for the intended purpose by their nature,
The Client is liable for any damage caused thereby.
5.3 The consequences of compliance with statutory regulations or government decisions which come into effect after the date of the quotation shall be borne by the Client, unless it must reasonably be assumed that the Contractor could already have foreseen those consequences on the date of the quotation.
5.4 The Client is liable for damage to the work as a result of work carried out or deliveries made by the Client or by third parties on its behalf.
5.5 If the commencement of the work is changed or the progress of the work is delayed by factors for which the Client is responsible, the resulting costs for the Contractor must be
resulting damages and costs shall be reimbursed by the Client to the Contractor.
5.6 If, after the conclusion of the Agreement, it appears that the construction site is contaminated or that the building materials resulting from the work are contaminated, the Client is liable for the consequences arising from this for the execution of the work, unless this was indicated by the Client in the quotation stage.
has been clearly communicated to the Contractor in writing.
6. Contractor's Liability
6.1 The Contractor's liability for damage resulting from an attributable failure to perform the Agreement, whether from an unlawful act or otherwise, is limited per event (a series of consecutive events is considered as one event) to the compensation of direct
damages, up to a maximum of the amount of compensation received by the Contractor for its work under the Agreement over the six (6) months preceding the damaging event. The Contractor's liability for direct damages will never exceed EUR 25,000.00 in total.
6.2 Direct damage is understood to mean exclusively all damage consisting of:
a) damage directly caused to tangible property;
b) reasonable and demonstrable costs to urge the Contractor to
To properly perform the agreement;
c) reasonable costs to determine the cause and extent of the damage, to the extent that
relates to direct damage as referred to in this Article 6.2; and
d) reasonable and demonstrable costs incurred by the Client to prevent or
limitation of direct damage as referred to in this Article 6.2.
6.3 The Contractor's liability for indirect damages is excluded. Indirect damages are defined as all damages that are not direct damages and therefore include, but are not limited to, consequential damages, damages due to business interruption, lost profits, lost savings, and reduced goodwill.
6.4 The exclusions and limitations mentioned in this Article 6 do not apply if the damage is the result of intent or deliberate recklessness on the part of the Contractor or its management.
6.5 Unless performance by the Contractor is permanently impossible, the Contractor's liability for an attributable failure to perform the Agreement will only arise if the Client immediately notifies the Contractor in writing of the default, whereby a reasonable period of time is allowed.
a period for remedying the breach is set, and the Contractor continues to be in breach of its obligations after the expiry of that period. The notice of default must contain a description of the breach that is as complete and detailed as possible, so that
The contractor is given the opportunity to respond adequately.
6.6 Any claim for damages by the Client against the Contractor that is not specified and explicitly stated shall lapse by the mere passage of twelve (12) months after the claim arose.
6.7 The Contractor shall have and maintain adequate insurance for liability in accordance with this article throughout the Agreement.
7. Payment
7.1 Payment must be made in installments: 35% to be invoiced upon order placement, 35% to be invoiced upon commencement of work, 25% to be invoiced upon 90% completion of work, 5% to be invoiced upon delivery.
7.2 Payment must be made without any deduction, offset, or suspension within fourteen (14) days of the invoice date. Any complaints must be submitted within fourteen (14) days of the invoice date. After this period, the invoice is deemed correct, complete, and unconditionally accepted.
7.3 In the event of late payment, the Client will be deemed to be in default by operation of law and the Contractor will be entitled, without any notice of default, to charge the Client the statutory commercial interest and the statutory extrajudicial collection costs from the due date.
7.4 The Contractor is entitled to offset any amounts it has or will have to claim from the Client at any time against any amounts the Contractor will owe to the Client at any time.
7.5 Payments by the client will first be used to settle any default interest owed and subsequently to settle any extrajudicial costs associated with the claim. Subsequent payments will be used to reduce the principal amount.
8. Outsourcing
8.1 The Contractor is at all times entitled to outsource the performance of the work assigned to it, in whole or in part, to third parties.
9. Applicable law and choice of forum
9.1 The Agreement, these General Terms and Conditions and other obligations arising from or related to the Agreement and/or these General Terms and Conditions shall be governed exclusively by Dutch law.
9.2 For the settlement of the disputes referred to in this Article, the parties waive their right to submit them to the ordinary courts, except in the case of the taking of interim measures and the provisions to maintain them and subject to the jurisdiction described in the fourth paragraph.
9.3 All disputes – including those considered as such by only one of the parties – that may arise between the Client and the Contractor as a result of this Agreement or the agreements resulting from it, shall be settled by
arbitration in accordance with the rules set out in the articles of association of the Council of Arbitration for the Construction Industry in the Netherlands, as amended three months prior to the conclusion of the Agreement.
9.4 Notwithstanding Article 9.3, disputes falling within the jurisdiction of the subdistrict court may be submitted for settlement to the competent subdistrict court at the option of the most prepared party.
II DELIVERY OF GOODS
10. Delivery
10.1 Delivery takes place ex works Contractor in accordance with the latest version of the Incoterms.
10.2 If delivery to the work site has been agreed upon, the goods will be delivered by means of transport to the location specified in the Agreement. If no such location has been agreed upon, delivery will take place at the construction site's depot, or as close as possible to it. The Contractor is not required to transport the goods further than the vehicle can reach a suitable unloading area on properly prepared terrain. The Client is obligated to accept the goods there and unload them immediately. If the Client fails to do so,
The Client shall bear any costs incurred as a result. The Client shall ensure that sufficient space is available for delivery and unloading.
III. ACCEPTANCE OF WORK
11. Client Obligations
11.1 Client shall ensure that Contractor has (timely) access to:
a) good, paved access roads to the work site, such that our materials and equipment can be brought to the building entrance in full loads at all times; if this is not the case, the client must reimburse us for any additional costs, including, in particular, additional manpower for supplying the materials;
b) On each floor there must be a facade opening large enough to transport the necessary materials inside;
c) there must be sufficient parking space available for the mechanics and the executor, among others; if this is not possible, the Contractor will pass on these costs;
d) lockable, lighted, dry, clean storage space of sufficient size for storing our materials, machines, etc.;
e) frost and heat protected storage space for the storage of fire-hazardous and frost-sensitive materials;
f) receiving materials intended for our work and handling them in accordance with the instructions on the accompanying paperwork and/or the storage instructions on the packaging;
g) water and electricity, both for light and power, with sufficient voltage and with so many easily connectable sockets that we have access to them within a radius of 25 metres;
h) canteen, washing facilities and toilets or free access thereto for our staff;
i) properly usable construction hoists, scaffolding and building materials in accordance with the regulations; and
j) all measures to prevent frost damage, which are prescribed by the Foundation Risk Fund for the Plastering, Finishing, Terrazzo/Flooring Industry.
11.2 If work is to be carried out, the client is obliged to ensure that the building is sealed with glass or other breathable material, if the weather conditions make this necessary in the Contractor's opinion. The building
must be wind- and waterproof.
11.3 The Client shall ensure that vulnerable parts in the vicinity of the work to be carried out by the Contractor are protected in advance.
11.4 The client shall ensure that persons present in the vicinity of our work at the time it is being carried out are informed in advance of the work that will be carried out.
related dust, stench, smell and noise nuisance objections and that persons other than Contractor's employees are denied access to the areas in which the Contractor is carrying out its work and for any time thereafter that the Contractor deems necessary.
11.5 The client is responsible for maintaining order and safety at work. The contractor must provide a clean and empty workspace. Window cleaning or final cleaning are not included in the quotation or project plan. The client is also responsible for ensuring that the materials and equipment provided by them are in good condition.
11.6 The Contractor will install its walls using screws and nails in the structural ceilings, walls, and floors. If there are any installations in the ceilings, walls, or floors, the Client must report this in writing in advance (e.g., underfloor heating, cooling ceilings, etc.).
water pipes, etc.) For mounting in the ceilings, the Client must provide sufficient mounting options, unless the Contractor does not provide the ceilings or mounting options itself.
11.7 All costs for the points mentioned in Articles 11.1 to 11.6 shall be borne by the Client.
11.8 The Client shall ensure that work and/or deliveries to be carried out by others that are not part of the Contractor's work are carried out in such a way and in such a timely manner that the execution of the work is not delayed.
12. Contractor's Obligations
12.1 The Contractor is obliged to carry out the work properly and soundly, in accordance with the provisions of the Agreement and in accordance with the drawings and calculations approved by the Client. The Contractor must carry out the work in such a way that it prevents damage to persons, property and/or
the environment is kept to a minimum. The Contractor is obligated to follow the orders and instructions given by the Client.
12.2 The work must be performed in such a way that it is completed within the agreed period.
12.3 The work and its execution shall be the responsibility of the Contractor from the time of commencement up to and including the day on which the work is deemed to have been completed.
12.4 If the nature of the work warrants it, the Contractor will familiarize itself with the location of cables and pipes before commencing work. The Client is obligated to fully cooperate with the Contractor.
12.5 The Contractor is deemed to be familiar with the statutory regulations and government decrees relevant to the performance of the work, insofar as these are applicable on the date of the quotation. The Contractor is responsible for any consequences associated with compliance with these regulations and decrees.
13. Additional and reduced work
13.1 Settlement of additional and reduced work takes place:
a. in the event of changes to the Agreement or conditions of execution;
b. in the event of deviations from the amounts of the budget items;
c. in the event of deviations from the quantities that can be settled;
d. in the event of deviations from non-deductible (estimated) quantities, if there is an excess of more than 10% of the non-deductible quantity.
13.2 If the final settlement of the work shows that the total amount of the reduced work exceeds the total amount of the additional work, the Contractor is entitled to an amount equal to 10% of the difference between those totals.
13.3 Changes to the Agreement or the terms of performance will be agreed upon in writing. The absence of a written order will not affect the Contractor's claims for settlement of additional or reduced work. In the absence of a written order, the Contractor will be liable for the costs incurred.
The administration kept by the Contractor with regard to the additional work performed is binding.
13.4 Expenses to be charged to budget items will be calculated on the basis of the prices charged to the Contractor or the costs incurred by the Contractor, plus a contractor fee of 10%.
13.5 If the Agreement includes quantities that can be settled and these quantities prove to be too high or too low to complete the work, settlement will take place for the additional or reduced costs resulting from this deviation.
14. Execution and delivery
14.1 The Contractor's work will be carried out within the Contractor's normal working hours.
14.2 The client must ensure that the Contractor can commence its work immediately upon arrival at the work site and can carry it out during normal working hours. Work outside normal working hours must be tolerated and carried out at an additional cost.
The Client will be paid if the Contractor deems this necessary;
14.3 The Contractor shall supply glass that complies with the Building Decree in accordance with NEN 3569:2001. Therefore, the glass supplied by the Contractor is laminated or tempered glass. The Contractor assumes that the supplied design/layout has been tested against the Building Decree regulations.
14.4 Minor colour and structure variations in the work are permitted.
14.5 If the period within which the work will be completed is expressed in working days, a working day is understood to be a calendar day, unless it falls on a general or locally applicable day.
the work recognized, or prescribed by the government or by or pursuant to a collective labor agreement, rest day, holiday, vacation day or other non-individual day off. Working days, or half working days, are considered unworkable if for at least four (4) hours the majority of the workers or machines cannot work.
14.6 If the work is to be delivered on a day that is not a working day as described in clause 5, the next working day will be considered the agreed day of delivery.
14.7 The Contractor is entitled to an extension of the period within which the work will be completed if, due to force majeure, circumstances attributable to the Client, or changes to the Agreement or the conditions of performance, the Contractor cannot be expected to complete the work within the agreed period. This also applies in the event of the untimely availability of the materials necessary for the performance of the work.
documents, data, calculations, permits, and the like. Force majeure is understood to mean the following: war, full or partial mobilization, riots, unrest, blockades, traffic obstructions, general or partial strikes, lockouts, forced shutdowns,
In the event of flooding and/or abnormal water levels, epidemics, illness among personnel, direct or indirect stagnation in our company, or if, due to vandalism, occupation (including by squatters), nuclear reactions, environmental disasters, environmental pollution at the work to be carried out and with consequences that threaten the health of people, actions by social groups, import or export bans, snow and/or ice obstructions, or any other cause beyond our control, the necessary raw materials, auxiliary materials, or parts which we obtain from third parties cannot reach us in time, and/or our employees cannot reach the construction project or remain there, we have the right to suspend the delivery of the materials and/or the execution of the work for as long as this stagnation or obstruction persists.
14.8 If the commencement or progress of the work is delayed by factors for which the Client is responsible, the Client must reimburse the Contractor for any resulting damage and costs.
14.9 If the agreed implementation period is exceeded, the Contractor shall owe the Client a fixed compensation of €50.00 per working day as described in Article 14.5.
(say: fifty euros).
14.10 The Contractor shall invite the Client to complete the work within a reasonable period prior to the date on which the Contractor believes the work will be completed. The completion will take place as soon as possible, but no later than ten (10) calendar days after the aforementioned date. The completion will be carried out by the Client in the presence of the Contractor and serves to determine whether the Contractor has fulfilled its obligations under the Agreement.
14.11 After the work has been inspected, the Client shall notify the Contractor in writing within ten (10) calendar days whether or not the work has been approved, in the first case stating any minor defects as referred to in Article 14.13, in the latter case stating
indication of the defects which are the reason for withholding approval.
14.12 If written notice as to whether or not the work has been approved is not sent to the Contractor within ten (10) calendar days after delivery, the work shall be deemed to have been approved on the eighth calendar day after delivery.
14.13 If delivery does not take place within ten (10) calendar days after the day referred to in Article 14.7, the Contractor will again request in writing to accept the work within ten (10) calendar days.
If the Client does not comply with this request, the work will be deemed to have been approved on the eighth calendar day after the day referred to in Article 14.7.
14.14 The work is deemed to have been approved if and to the extent that it is put into use. The date on which the work or part thereof is put into use shall be deemed the date of approval of the work or the relevant part.
14.15 Minor defects that can be conveniently remedied during the maintenance period will not be grounds for withholding approval, provided they do not hinder possible commissioning.
14.16 The Contractor is obligated to repair the minor defects referred to in Article 14.11 as soon as possible. The maintenance period is thirty (30) calendar days and commences immediately after the date on which the work is deemed completed. The Contractor is obligated to repair defects occurring during the maintenance period as soon as possible, with the exception, however, of those for which the Client is responsible under Article 5.1, or for which the Client is liable under Article 5.2.
14.17 The work is considered to have been completed when it has been or is deemed to have been approved.
15. Suspension, termination of work in an unfinished state and cancellation
15.1 The Client is authorized to suspend the performance of the work in whole or in part. Any measures the Contractor must take as a result of the suspension will be charged as additional work. Any damages suffered by the Contractor as a result of the suspension must be compensated.
15.2 The Client is entitled at any time to terminate the Agreement in whole or in part. In that case, the Contractor is entitled to the contract sum, plus the costs it has incurred as a result of the non-completion and minus the costs it has incurred as a result of the termination.
saved costs, plus 10% of the difference between the resulting amount and the contract price. The Contractor will send the Client an itemized final statement of the amount owed by the Client as a result of the termination.
15.3 The Contractor has the right to terminate the contract with immediate effect without judicial intervention and/or to reclaim all its claims against the Client in the event of bankruptcy or suspension of payments, or if the Client fails to provide adequate security for the fulfillment of its obligations at the Contractor's first request. In such a case, a final settlement will take place in accordance with the provisions of Article 15.2.
15.4 If damage to the work occurs during the suspension, this will not be charged to the Contractor, provided that the Contractor has notified the Client in writing in advance of this consequence associated with the suspension.
15.5 If the suspension lasts longer than fourteen (14) days, the Contractor may also demand that a proportionate payment be made for the part of the work performed.
15.6 If the suspension of work lasts longer than one (1) month, the Contractor is entitled to terminate the work in an unfinished state. In that case, payment must be made in accordance with Article 15.2.
15.7 In the event of suspension, termination, or cancellation for any reason whatsoever, the Contractor is entitled to immediately delete or render inaccessible all stored data. The Contractor is not obligated to provide the Client with a copy of this data. To the extent that the data contains personal data,
notwithstanding the foregoing, the provisions of Article 12, paragraph 4, of the Annex shall apply.
16. Modified version
16.1 If, during the execution of the work, it becomes apparent that the work or a part thereof can only be performed with modifications due to unforeseen circumstances, the party first to become aware of this circumstance will consult with the other party. The Contractor will inform the Client of the financial consequences of the modified execution.
16.2 An agreed modified performance will be settled as additional or reduced work.
17. Impossibility of performance
17.1 If the performance of the work becomes impossible because the item on or to which the work is to be performed is destroyed or lost without this being attributable to the Contractor, the Contractor shall be entitled to an amount calculated in accordance with Article 15.2.
18. Processing of personal data
18.1 The Client has obligations towards third parties under the legislation regarding the processing of personal data (such as the General Data Protection Regulation), including
other the obligation to provide information, to grant access and to restrict, rectify and erase personal data of data subjects, as well as to transfer these personal data to another controller.
18.2 The parties agree that the Contractor will, with regard to the processing of personal data,
"Processor" as defined in the General Data Protection Regulation, and the responsibility for fulfilling those obligations when processing personal data through the Service or otherwise lies solely with the Client. In this regard, the provisions in the Appendix apply to the processing of personal data.
18.3 The Client warrants to the Contractor that the processing of personal data is lawful and that the rights of third parties are not infringed. The Client indemnifies the Contractor against any legal claim from third parties, on any grounds whatsoever, if such claim is
claim related to the processing of personal data as well as against any fines attributable to the Client imposed by the Dutch Data Protection Authority or other competent supervisory authorities.
APPENDIX: PROCESSING OF PERSONAL DATA
If the Contractor Processes Personal Data on behalf of the Client in the performance of the Agreement, the following terms and conditions apply in addition to the General Terms and Conditions. The applicability of the Client's data processing agreements is explicitly rejected.
1. General
1.1 The terms defined in this Annex under the General Data Protection Regulation (hereinafter: “GDPR”) have the meanings assigned to them in the GDPR. This Annex qualifies as a data processing agreement as referred to in Article 28 GDPR.
1.2 The Contractor offers the Client the opportunity to purchase the Service, whereby the Contractor may Process Personal Data for and on behalf of the Client in the performance of the Service. In this Processing of Personal Data, the Client may be considered the Controller, or if the Client processes the Personal Data
Processed as a Processor on behalf of a third party. The Contractor fulfills (depending on the capacity in which the Client Processes Personal Data) the role of Processor or subprocessor.
2. Purposes of the Processing
2.1 The Contractor agrees to Process Personal Data on behalf of the Client under the terms of the Agreement. Processing will take place solely in the context of the performance of the Agreement and for its duration, plus those purposes that are reasonably related to it or that are determined with further consent.
2.2 The Contractor will not Process the Personal Data for any purpose other than that determined by the Client. The Client will inform the Contractor of the processing purposes to the extent not already stated in this Appendix.
2.3 The Contractor has no control over the purpose and means of Processing Personal Data. The Contractor does not make independent decisions about the receipt and use of the Personal Data, the provision to third parties, and the duration of storage of
Personal data.
2.4 Contractor Processes Personal Data on behalf of Client, provided that this does not include special Personal Data, Citizen Service Numbers or data concerning
criminal convictions or offences, such as the following standard categories:
• Contact details (gender, first and last name, telephone number and email address);
• Company details (company name, billing address, postal code and city, email address, telephone number);
• Financial data (IBAN and bank account name);
• and other possible categories of non-special Personal Data.
2.5 This Personal Data relates to the categories of Data Subjects defined in this article. The Data Subjects are:
• persons who use the Service;
• persons who receive or send e-mail from or to the Client;
• persons who are included by the Client in its e-mail address book within the period specified by
Webmail environment made available to the Contractor;
• persons who make Personal Data available to the Client for Processing;
• and other possible categories of Data Subjects whose Personal Data is collected through the Service
Incorporated.
3. Contractor's Obligations
3.1 With regard to the Processing referred to in Article 2 of this Appendix, the Contractor shall ensure
responsible for compliance with the conditions that, under the GDPR, are imposed on the Processing of Personal Data by the Contractor in its role.
3.2 Contractor will Process Personal Data and other data that will be provided to Contractor by or on behalf of Client and based on written instructions from Client.
3.3 The Contractor shall, upon the Client's request and within a reasonable period of time, inform the Client of the measures it has taken with regard to its obligations under this Appendix.
3.4 The obligations of the Contractor arising from this Annex also apply to those who Process Personal Data under the authority of the Contractor.
3.5 The Contractor will notify the Client if, in its opinion, an instruction from the Client is in conflict with relevant privacy laws and regulations.
3.6 The Contractor shall, at the Client's request, provide the Client with the necessary cooperation in fulfilling its obligations under the GDPR, including but not limited to its
security obligation, data breach reporting obligation, carrying out a
Data Protection Impact Assessment and prior consultation with the supervisory authority in the case of high-risk processing. The Client will reimburse the Contractor for any costs reasonably incurred or to be incurred in connection with the aforementioned cooperation.
4. Transfer of Personal Data
4.1 The Contractor Processes Personal Data in countries within the European Union. The Client also grants the Contractor permission to Process Personal Data in countries outside the European Union, in compliance with applicable laws and regulations.
4.2 The Contractor shall, upon the Client's request, inform the Client which country or countries are involved.
5. Division of responsibility
5.1 The Parties will ensure compliance with applicable privacy laws and regulations. The permitted Processing will be performed by the Contractor in a (semi-)automated environment.
5.2 Contractor is solely responsible for the Processing of the Personal Data under this Annex, in accordance with the instructions of Client and under the express (final) responsibility of Client.
5.3 The Contractor is not responsible for any other Processing of Personal Data, including but not limited to the collection of Personal Data by the Client, Processing for purposes not reported by the Client to the Contractor, Processing by third parties, and/or for other purposes. Responsibility for this Processing rests solely with the Client. The Client guarantees at all times the lawfulness of this Processing and that its systems and infrastructure are adequately secured at all times.
5.4 It is up to the Client to assess whether the Contractor offers sufficient guarantees with regard to 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 the protection of the rights of Data Subjects is sufficiently guaranteed.
5.5 The Client guarantees at all times that the content, use and order for Processing of Personal Data, as referred to in this Appendix, is not unlawful and does not infringe any rights of third parties.
5.6 Client guarantees at all times that no special Personal Data, Citizen Service Numbers or data relating to criminal convictions or offences are Processed when using the Services, unless otherwise agreed in writing.
5.7 Without prejudice to the other rights of the Contractor, the Client shall indemnify the Contractor against any damages, claims by third parties and fines imposed by supervisory authorities if the Client acts in violation of this Appendix and/or the General Data Protection Regulation and/or any other applicable laws and regulations.
6. Engaging third parties or subcontractors
6.1 The Client hereby grants the Contractor general permission to engage third parties (subprocessors) in the Processing. At the Client's request, the Contractor will inform the Client as soon as possible about the subprocessors it has engaged.
6.2 The Contractor has the right to implement changes regarding the addition or replacement of sub-processors. The Contractor will inform the Client of the intended changes regarding the addition or replacement of sub-processors, giving the Client the opportunity to object to these changes. This objection must be
The application must be submitted in writing, within two weeks, and supported by supporting arguments. If the Client does not object within the aforementioned two-week period, the Client is deemed to have agreed to the application.
6.3 If the Client objects within the period referred to in the previous article, both parties will make every effort to reach a reasonable solution in consultation. If the parties cannot reach an agreement on the Contractor's intention, then
The Contractor is entitled to engage the relevant new subprocessor and the Client is entitled to terminate the Agreement on the date on which the new subprocessor is engaged.
6.4 The Contractor unconditionally ensures that these third parties accept, in writing, the same obligations as those agreed upon between the Client and the Contractor. The Contractor guarantees that these third parties properly comply with these obligations.
7. Security
7.1 The Contractor shall endeavor to implement appropriate technical and organizational measures with regard to the Processing of Personal Data to be carried out, in particular as a result of the destruction, loss, alteration or unauthorized disclosure of, or unauthorized access to, transmitted, stored or otherwise processed data.
7.2 The Contractor shall take the technical and organizational security measures that result
from the most recent version of the Information Security Policy as published at https://www.antagonist.nl/downloads/informatiebeveiligingbeleid.
7.3 The Contractor may make changes to the security measures in place if, in its opinion, this is necessary to continue to provide an appropriate level of security.
7.4 The Contractor does not guarantee that the security is effective under all circumstances. The Contractor will endeavor to ensure that the security meets a level that, taking into account 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 varying likelihood and severity of the risks to the rights and freedoms of Data Subjects that it could expect in view of the intended use of the Service, is not
is unreasonable.
7.5 The security measures described, in the opinion of the Client, taking into account the factors mentioned 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 him.
7.6 The Client will only make Personal Data available to the Contractor for Processing if the Client has assured itself that the required security measures have been taken.
The Client is responsible for compliance with the measures agreed upon by the Parties.
8. Reporting obligation
8.1 In the event of a security breach and/or a data leak (meaning a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, transmitted, stored or
If the Contractor processes personal data in connection with any processing of personal data, the Contractor will use its best efforts to inform the Client thereof as soon as possible, on the basis of which the Client will assess whether or not to inform the supervisory authorities and/or Data Subjects. The Contractor will use its best efforts to ensure that the information provided is complete, correct and accurate.
8.2 If required by law and/or regulations, the Contractor will cooperate in informing the relevant authorities and any Data Subjects. The Client is responsible for reporting the incident to the relevant authorities.
8.3 The reporting obligation for the Contractor includes, in any case, notifying the Client of the fact that a leak has occurred, as well as:
• what the (suspected) cause of the leak is;
• what the (currently known and/or expected) consequence is;
• what the (proposed) solution is;
• what measures have already been taken;
• what the contact details are for following up on the report;
• who has been informed (such as the Data Subject himself, Client, supervisor).
9. Handling requests from Data Subjects
9.1 In the event that a Data Subject submits a request regarding their Personal Data to the Contractor, the Contractor will forward the request to the Client and inform the Data Subject thereof. The Client will then handle the request independently. If it appears that the
If the Client requires assistance from the Contractor to execute a request from a Data Subject, the Contractor will cooperate and may
Charge the contractor for this.
10. Confidentiality and confidentiality
10.1 All Personal Data that the Contractor processes for the Client pursuant to this Appendix is subject to a confidentiality obligation on the part of the Contractor towards third parties. The Contractor will not use this information for any purpose other than that for which it was obtained, unless it is processed in such a way
has been designed in such a way that it cannot be traced back to Data Subjects.
10.2 This confidentiality obligation does not apply:
• to the extent that the Client has given express permission to provide the information to third parties; or
• if providing the information to third parties is logically necessary for the performance of the Agreement or this Appendix; 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 – taking into account the provisions of Article 6 –
Personal data are provided in their capacity as a subprocessor.
11. Audit
11.1 Client has the right to have audits carried out by an independent IT expert bound by confidentiality to verify compliance with all points in this Appendix.
11.2 This audit will only take place after the Client has requested and assessed the similar audit reports available at the Contractor, and has provided reasonable arguments that justify an audit initiated by the Client. Such an audit is justified if the similar audit reports available at the Contractor provide no or insufficient clarity regarding the Contractor's compliance with this Appendix. The audit initiated by the Client will take place once a year, two weeks after prior notice from the Client.
11.3 Contractor shall cooperate with the audit and provide all information reasonably relevant to the audit, including supporting data such as system logs, and Employees as promptly as possible and within a reasonable period, with a maximum period of two weeks being reasonable unless an urgent matter arises.
if the interest opposes this, make it available.
11.4 The findings resulting from the audit performed will be assessed by the Parties in mutual consultation and, based on that, may or may not be implemented by one of the Parties or by both Parties jointly.
11.5 The reasonable costs for the audit will be borne by the Client, provided that the costs for the ICT expert to be hired will always be borne by the Client.
12. Duration and termination
12.1 The Annex is entered into for the duration as determined in the Agreement between the Parties and, in the absence thereof, in any event for the duration of the cooperation.
12.2 The Appendix cannot be terminated prematurely.
12.3 Parties may only amend this Annex by mutual consent.
12.4 After termination of the Annex, the Contractor shall immediately destroy the Personal Data received from the Client, unless the Parties agree that the Contractor will return this Personal Data to the Client or the Contractor is legally obliged to do so.
to store this Personal Data. The Contractor may charge the Client for any costs it incurs in destroying and/or returning Personal Data to the Client.
