The text below is a direct translation of the Dutch version. In case of conflict between the Dutch and the English version, or a translation error, the Dutch version is always leading.
Article 1. General
- These general terms and conditions apply to all relations, including the future ones, between Real Solutions Haarlem and the Customer, unless explicitly agreed otherwise in writing by said contracting parties.
- These general conditions take the place of (any) previous general terms and conditions drawn up by Real Solutions Haarlem.
- Real Solutions Haarlem reserves the right at all times to change these terms and conditions unilaterally in order to comply with its legal obligations. Such changes also apply to agreements already concluded with the Customer. Changes take effect on a date specified in the announcement or, if there is no indication on this, 30 days after publication. If the customer does not agree with this change, it must make this known in writing within 30 days of the date.
- These general terms and conditions will be interpreted in the letter of Dutch law. Should one or more points from this agreement not be valid before the law, the other points remain valid unchanged.
Article 2. Personal data
- Real Solutions Haarlem observes the applicable laws and regulations.
Article 3. Use of the website & webshop
- This website is operated and managed by Real Solutions Haarlem B.V. (hereinafter referred to as 'Real Solutions Haarlem'), KvK 55022944, located at A. Hofmanweg 75, 2031BH in Haarlem (the Netherlands), Telephone number 0031 (0) 889277277, Fax: 0031(0)889277299, e-mail: info@Real Solutions Haarlemaarlem.com
- The user declares to have received all information and all necessary advice from Real Solutions Haarlem to use the website correctly, which is accessible at the address http://shop.Real Solutions Haarlemaarlem.com/conditions.php
- To use the proposed products and services, the user must identify himself and receive a username (login / email address) and a password. The user remains responsible at all times for the confidentiality of his password and for any use that could occur without his knowledge. If in doubt about the confidential nature of the password, the user must immediately inform Real Solutions Haarlem of this at the e-mail address: support@Real Solutions Haarlemaarlem.com.
- The user must equip himself with the necessary human and computer resources to ensure his connectivity with the website. In this way, the user remains solely responsible for the computer and human resources he deems useful for using them.
- Access to the website is only permitted subject to the acceptance of these general terms and conditions of use, which Real Solutions Haarlem may at any time freely change by posting change messages or links to such messages directly on the website. Each message can also be sent via e-mail or by mail to the user.
- The additional rules and policies are deemed to form a fixed part of these general terms and conditions. The user is therefore advised to consult regularly the latest version of these conditions, which are permanently available at the following address: http://shop.Real Solutions Haarlemaarlem.com/conditions.php
- By accessing the website, the user accepts to provide accurate, up-to-date and complete information and to ensure that it is regularly updated. Otherwise Real Solutions Haarlem has the right to cancel the account, or to refuse access to the entire website or part of it.
- In the context of the use of the website, the user explicitly refrains from: displaying, downloading, sending, e-mailing, or otherwise communicating any content that is illegal, harmful, is threatening or misleading, is a form of harassment, defamatory, vulgar, obscene or threatening someone else's privacy, hateful, racist or otherwise reprehensible; to view, display, download, send or transmit any content that would be in violation of applicable national and international laws; to attempt to cause an error by other users by unlawfully using the name or social name of other persons; to download, display, transmit or transmit any content by e-mail or in any other way that is in violation of a patent, registered trademark, production secret, intellectual property right or any other right of owneReal Solutions Haarlemip that may be transferred to someone else belongs to; to download, display, transmit, email, or otherwise transmit any advertising or promotional material that is unsolicited or unauthorized (in particular surrender to "spam", forwarding "junk") mail ", chain letters or any other form of urgent request); to download, display, e-mail, or otherwise transmit any content containing computer viruses or any other code, file or program intended to affect the operation of the entire software, computer or to interrupt, destroy or limit telecommunication tool, without this enumeration being restricted; to take any action that has a disruptive effect and impedes the ability of other users to access the website; interfere with or disrupt the service, the servers, the networks connected to the service, or refuse to comply with the required conditions, the procedures, general rules or regulatory provisions that apply to the networks connected to the website; in any way to bully another user or other users; collect and retain personal information relating to other users.
- Real Solutions Haarlem ensures that the elements, services and functions that are made available to the user, if they are used in accordance with the specified instructions, are substantially in line with the generally accepted standards, and that the software and all elements created by Real Solutions Haarlem and made available to the user, respect the rights of third parties, and in general are not forbidden.
- Real Solutions Haarlem is generally required to make an effort commitment.
- Real Solutions Haarlem can in no case be held liable for any direct or indirect damage that the user incurs in the context of the use of the website and / or the content made available to it. Similarly, Real Solutions Haarlem is only liable for its own deception or serious mistake. Real Solutions Haarlem is not responsible for the deception or the serious error of its appointed, committants and in general executive agents.
- The user will also indemnify Real Solutions Haarlem against any complaint in one of the following cases: loss of business opportunities or income related to working or not working, using or not using the website, or with the content that it contains to stand or stand on it; illegal or unauthorized intrusion by third parties into the web server or website of Real Solutions Haarlem; introduction of a computer virus in the web server or on the website of Real Solutions Haarlem; temporary blocking of the bandwidth; disconnection of the Internet connection for a reason beyond the control of Real Solutions Haarlem.
- The user accepts that the functions offered on the website can evolve. For example, certain functions can be removed and others may be added, without the user being able to believe that access to a particular function constitutes an acquired right. Likewise, Real Solutions Haarlem will only decide on the possibility to include / cancel any content that is proposed on the website.
- Real Solutions Haarlem reserves the right at any time and for any reason to change the access to the website in whole or in part or to interrupt it temporarily or permanently, without having to inform the user in advance.
- This also applies, for example, in case of maintenance of the website or a significant change in the services and / or functions offered. Real Solutions Haarlem can not be held liable for any direct or indirect damage in connection with a change, cancellation or interruption of access to the website, for whatever reason.
- The user benefits from a user license of the website and its content, which is not transferable and is only limited to personal use. The duration of the user license is limited to the validity period of the user name and password, which are communicated by Real Solutions Haarlem.
- Pricing information on the website is confidential and may in no case be made available to third parties.
- The information, logos, drawings, brands, models, slogans, graphics cards, etc. that are accessible through the website, are protected by intellectual and / or industrial property rights.
- Unless Real Solutions Haarlem and / or the relevant third party expressly give permission for this, the user may not modify, reproduce, rent, borrow, sell, distribute or create derivative works based wholly or partially on elements present on the website. Consequently, it is forbidden (and the user is not allowed to give permission to someone else) to copy, modify, create, reverse the design or the assembly or otherwise try to find the source code, or to sell, assign, sublicense or pass on any right attached to the website and its contents in any way whatsoever.
Article 4. Reservation of owneReal Solutions Haarlemip.
- OwneReal Solutions Haarlemip of products will pass to the Customer, notwithstanding the actual delivery, after it has fully paid all that it owes under the terms of any agreement with Real Solutions Haarlem, including interest and costs, also from earlier or later deliveries and any work performed or to be performed with regard to the products.
- The Customer may not tax, sell, resell, dispose of or otherwise encumber the products before the property has been transferred.
Article 5. Offers and formation of agreements.
- Offers or quotations must be regarded as an invitation to the potential Customer to make an offer. Real Solutions Haarlem is in no way bound to this, unless this has been recorded in writing and unambiguously. The acceptance of the invitation to make an offer by the potential Customer counts as an offer and only leads to the conclusion of an agreement if the other provisions of this article are met.
- Offers are valid while stocks last.
- An offer by the potential Customer as referred to in Article 5.1 shall be deemed to have been made in one of the following circumstances:
- the potential Customer has entered the data on the order form and sent it by fax to Real Solutions Haarlem. These have been received by Real Solutions Haarlem.
- the potential Customer has expressly indicated by telephone that he wishes to receive a specific product and / or a certain service;
- an offer has been signed by the customer and received by Real Solutions Haarlem in the event that a quotation has been issued by Real Solutions Haarlem.
- An agreement is concluded at the moment that an order confirmation is handed over to the Customer or, in case the offer has been made via the internet site, has been sent by e-mail to the e-mail address specified by the Customer. This agreement can be revoked by Real Solutions Haarlem in case the Customer does not meet the conditions or has met in the past. In that case, Real Solutions Haarlem will inform the Customer within ten (10) days after receiving the order.
- Customer and Real Solutions Haarlem expressly agree that by using electronic communication forms a valid agreement is reached as soon as the conditions in articles 5.3 and 5.4 are met. In particular, the absence of an ordinary signature does not affect the binding force of the offer and the acceptance thereof. The electronic files of Real Solutions Haarlem apply here, as far as the law allows, as a presumption of proof.
- Information, images, oral announcements, statements etc. with regard to all offers and the most important characteristics of the products that are provided by telephone or by e-mail will be given or done as accurately as possible. However, Real Solutions Haarlem does not warranty that all offers and products are fully in accordance with the information provided. Deviations can in principle not be a reason for compensation and / or dissolution.
- After the date of the order confirmation, Real Solutions Haarlem is entitled to charge up to 25% of the agreed price in the event of cancellation of the order by the customer, without prejudice to the right of Real Solutions Haarlem on account of loss suffered and lost profit to claim the excess.
- All quotations, price lists, brochures and other data, in whatever form, from Real Solutions Haarlem are free of obligation and only apply to information, unless expressly agreed otherwise in writing.
- The prices quoted by Real Solutions Haarlem are based on the cost prices applicable at the time of the submission of the quotation as well as on the transport prices from the company, the warehouse or other warehouse of Real Solutions Haarlem. Not included in the price are installation, commissioning and demonstration costs, import duties, taxes, levies, exchange rate differences, extra transport costs and insurance costs, unless expressly agreed otherwise in writing.
Article 6. Prices.
- All prices are expressed in Euros excluding VAT, in accordance with the legal requirements in this regard.
- The Customer owes the price that Real Solutions Haarlem has communicated to it in its confirmation in accordance with article 5.5 of these conditions. Obvious (manipulation) errors in the quotation, such as obvious inaccuracies, can also be corrected by Real Solutions Haarlem after the conclusion of the agreement.
- Delivery costs are € 9.50 in advance payment. Special rates apply for delivery outside the Netherlands. With regard to certain payment methods, further conditions apply with regard to the delivery method and the related costs. This is clearly communicated to the Customer.
- In some cases, there are promotional prices. Promotional prices are only valid for a certain period as long as stocks last. No claim can be made on these prices before or after the specified period.
- If a price reduction is implemented after the agreement has been concluded, the buyer is not entitled to this price reduction.
Article 7. Payment
- Unless otherwise agreed, the customer will pay the agreed invoiced amount to the Supplier within 14 days net on the invoice, without the customer being entitled to any discount not expressly agreed or to the application of set-off or settlement. If the payment term is not indicated on the invoice, the customer will pay within 30 days of the invoice date.
- If after the expiry of the payment term the customer has not paid the agreed invoiced amount in full, the customer will be in default, without any summons or notice of default being required.
- During the period that the customer is in default as referred to in the previous paragraph, the customer will owe an interest on what has remained unpaid, equal to the statutory interest increased by 1.5%.
- All judicial and extrajudicial costs to collect the amount owed by the customer, including the costs of legal assistance, are at the customer's expense. The extrajudicial costs amount to at least 15% of the invoice amount.
- Payments made by the customer always serve primarily to settle all interest and costs owed and then to claimable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice. In the case of invoices of the same date, the payment of each invoice will be proportional.
Article 8. Delivery and delivery time.
- Orders are delivered as quickly as possible. The delivery deadline is 30 working days after receipt of the confirmation, with the exception of advance payments where the delivery deadline is 30 working days after receipt of the payment. After this period has been exceeded, the other party will be informed of this as soon as possible and will be offered the opportunity to terminate the agreement or to cancel the order.
- If the availability of an article after the order is placed for any reason, is delayed more than 5 working days, it will be indicated when the product is available again. Real Solutions Haarlem strives to report delays to the Customer by telephone or e-mail within two working days.
- As soon as the products to be delivered have been delivered to the specified delivery address, the risk for these products will pass to the Customer.
- For deliveries abroad, different conditions may apply.
Article 9. Warranty and liability.
- For products supplied by Real Solutions Haarlem, only the warranty applies, as given by the manufacturer of the relevant product. Real Solutions Haarlem only fulfills a counter function during such a warranty period.
- Real Solutions Haarlem is never obliged to pay any compensation to the Customer or others, unless there is intent or gross negligence on its part. Real Solutions Haarlem has no liability for consequential or consequential loss, indirect damage and loss of profit or turnover.
- If Real Solutions Haarlem is for any reason whatsoever obliged to compensate any damage then this compensation shall never exceed an amount equal to the invoice value in relation to the product or service which caused the damage.
- The warranty does not apply if the errors are wholly or partly the result of incorrect, careless or incompetent use, use for other than normal (business) purposes, external causes, such as fire or water damage, damage caused by intent , gross negligence or negligent or if the goods have been modified or maintained by others than Real Solutions Haarlem.
- The customer is obliged to indemnify Real Solutions Haarlem from any claim that third parties may have against Real Solutions Haarlem in respect of the execution of the agreement, insofar as the law does not prevent the relevant damage and costs to be borne by the customer. Customer must come.
- If products fall outside the warranty period or have damage as a result of improper use (eg damage, moisture damage or damage caused by shipping the defective product to Real Solutions Haarlem), the customer receives a written quotation before repairing. If no agreement is given for the quotation, the customer thus renounces the product or the product is returned at the expense of the customer.
Article 10. Conditions for return shipments
Every request for return must be requested digitally via http://www.Real Solutions Haarlemaarlem.com/rma_form/ and approved by the Real Solutions Haarlem BV support team.
Products can only be returned after receiving a valid RMA number. Returns without a valid RMA number will not be accepted and / or processed.
An RMA number is valid until 8 working days after giving out; concerning products must be offered to us within this period. After 8 working days, the RMA number will expire and the application will be closed automatically. A new request for return must be submitted below.
Only products purchased from Real Solutions Haarlem can be returned. Checking this is done on the basis of invoice and / or serial numbers.
Products that have not been purchased through Real Solutions Haarlem and offered for service can be accepted in consultation. Any costs associated with this will be communicated to the customer in advance. After agreement on the customer's fee, a valid RMA number will be offered.
- Technical return conditions.
Products that are returned must always be properly packaged for transport in order to prevent damage to the product and the product packaging. If Real Solutions Haarlem receives products that are improperly packaged, 5 euro ex-VAT packaging costs for the return transport plus a compensation for possible damage to the product will be charged. To avoid unnecessary damage, problems or delay in the repair, the following measures must be taken:
Items that are returned to Real Solutions Haarlem can only be sent to the following address:
- always make one or more backups of your data and erase your data carefully before sending data carriers back,
- warranty only applies to defects that are covered by the manufacturer's warranty. Software (including viruses) is not covered under warranty.
- if applicable, add communication with the manufacturer and mention a manufacturer ticket number for faster handling.
- Anonymize any customer data on invoices and communication if this information is different from your own data.
- Accessories that do not originally belong to the original and defective product, such as hard disks, memory modules, etc., should not be included. Real Solutions Haarlem is not responsible for the loss, damage or any other form of damage to accessories and / or articles other than for which the return shipment has been accepted.
Real Solutions Haarlem BV
A. Hofmanweg 75
The RMA NUMBER must be clearly marked on the outer box and not on the product box so that damage to the original box is excluded. Also always mention the RMA NUMBER on the shipping documents.
- Responsibility and privacy
The responsibility and the shipping costs for the return of products are at the customer's expense unless agreed otherwise. Damaged, unstamped or insufficiently stamped returns are not accepted.
Real Solutions Haarlem handles the products and data of its customers with the greatest possible care. However, Real Solutions Haarlem is in no way whatsoever responsible for possible loss, damage caused by loss, misuse or theft of data or any other form of damage in relation to data belonging to its customers.
Article 11. Reasons for returning items
- Defective products (RMA)
Real Solutions Haarlem offers no other warranty than the one that is imposed on Real Solutions Haarlem by the manufacturer for a maximum of 24 months after purchase. The warranty conditions offered by Real Solutions Haarlem are an exact copy of the warranty conditions of the manufacturer with a limitation of 24 months from the date of purchase. These warranty conditions are available online for inspection at http://www.Real Solutions Haarlemaarlem.com/support/ or via the official website of the respective manufacturer. Only if the manufacturer does not offer its own return policy does Real Solutions Haarlem handles the warranty according to the bring-in and return principle if the product meets the warranty conditions. When no defect is found (non-failure found, NFF) the item is returned to the customer and Real Solutions Haarlem has the right to charge research and shipping costs with a minimum of € 25 ex VAT per NFF.
- Wrong delivery by Real Solutions Haarlem (MANCO delivery)
Any wrong delivery (wrong product, too much, too little etc) must be reported within 3 working days after arrival to the Real Solutions Haarlem support team via support@Real Solutions Haarlemaarlem.com stating order number or invoice number.
Only unopened products in original condition, without damage to the box, will be accepted for return. Transport costs for the return will be borne by Real Solutions Haarlem.
- Damaged delivery by Real Solutions Haarlem (Damaged Delivery)
Any visible damage on the outside of an outer box or pallet must be reported to the delivery person as a note on the proof of delivery and also within 3 working days to the Real Solutions Haarlem support team via support@Real Solutions Haarlemaarlem.com stating order number or invoice number with preferably a picture of the damage. If it is very plausible or visible that due to the transport damage the contents of the shipment are also damaged, the shipment must be refused. Transport costs for the return will be borne by Real Solutions Haarlem.
- Specific / exotic products (CRMA)
Products that were specifically ordered and / or assembled for the customer at a manufacturer, supplier or Real Solutions Haarlem and are marked online by the status "Not in stock, delivered on order." or in any other way made known to the customer or can reasonably be assumed that the order was specially assembled or ordered, can not be taken back by Real Solutions Haarlem. If a manufacturer, supplier or Real Solutions Haarlem accepts a return shipment under courtesy, Real Solutions Haarlem or the manufacturer / supplier has the right to charge (restocking) costs here. Transport costs and responsibility for the return are at the expense of the customer.
- Unsold stock, wrong or canceled order by the customer. (CRMA)
Return is only possible after approval of Real Solutions Haarlem and under the following conditions unless otherwise agreed in writing by both parties:
- Product is a current stock item
- The product is undamaged and unused
- The product is in its original, undamaged and unopened packaging
- Request up to 1 month after the invoice date
- Real Solutions Haarlem has the right at all times to refuse or tax returns with at least 15% restocking costs on the purchase value with a minimum of € 25 ex VAT per item. Returns with a value under 25 euro ex VAT will not be accepted. Transport costs and responsibility for the return are at the expense of the customer.
Article 12. Force majeure.
- In case of force majeure Real Solutions Haarlem is not obliged to fulfill its obligations towards the Customer, respectively the obligation is suspended for the duration of the force majeure.
- Force majeure means any circumstance beyond its control that prevents compliance with its obligations to the Customer in whole or in part. These circumstances include strikes, fire, business failures, power failures, disruptions in a (telecommunications) network or connection or used communication systems and / or the unavailability of the internet site at any time, non-delivery or late delivery by suppliers, international conflicts, industrial incidents under the staff of Real Solutions Haarlem or any third parties that provide services to Real Solutions Haarlem, boycott actions or measures of any government. This list is not exhaustive.
Article 13. Applicable law and dispute resolution
- Dutch law applies to all offers, orders and agreements of Real Solutions Haarlem.
- Disputes between Real Solutions Haarlem and Customer will be submitted to a competent court in the district of Haarlem.
Article 14. Retention of title (Nur Deutsche Kunden / Only for German customers)
- Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, die uns aus der gegenwärtigen und kënftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer und seine Konzerngesellschaften zustehen. Unser Eigentum erstreckt sich auf die durch Verarbeitung der Vorbehaltsware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für uns her und verwahrt sie für uns. Hieraus erwachsen ihm keine Anspräche gegen uns.
- Bei einer Verarbeitung unserer Vorbehaltsware mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwerben wir zusammen mit diesen Lieferanten unter Ausschluss eines Miteigentumserwerbs des Abnehmers - Miteigentum an der neuen Sache, wobei unser Miteigentumsanteil dem Verhältnis des Rechnungswertes unserer Vorbehaltsware zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren entspricht.
- Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus unseren gegenwärtigen und künftigen Warenlieferungen mit sämtlichen Nebenrechten im Umfang unseres Eigentumsanteils zur Sicherung an uns ab.
- Bei Verarbeitung im Rahmen eines Werksvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages unserer Rechnung für die mitverarbeitete Vorbehaltsware schon jetzt an uns abgetreten.
- Solange der Abnehmer seinen Verpflichtungen aus der Geschäftsverbindung an uns ordnungsgemäß nachkommt, darf er über die in unserem Eigentum stehende Ware im ordentlichen Geschäftsgang verfügen und die an uns abgetretenen Forderungen selbst einziehen.
- Bei Zahlungsverzug oder begröndeten Zweifeln an der Zahlungsfähigkeit oder Kreditwärdigkeit des Abnehmers sind wir berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen.
- Scheck-/Wechselzahlungen gelten erst nach Einlösung der Wechsel durch den Abnehmer als Erfüllung.
- Hinsichtlich der Vereinbarung von Eigentumsvorbehaltsrechten gilt ausschließlich deutsches Recht./li>
Additional terms and conditions concerning the WarrantyCare service products:
- The purchase agreement regarding the purchased product with WarrantyCare and the corresponding legal obligations will not be taken over from the selling party. Claiming, crediting, exchanging and or upgrading the product can only be realized by the selling party. WarrantyCare only takes over the processing of the factory warranty by facilitating the handling as a service point.
- The warranty conditions of the manufacturer are leading for a manufacturer's warranty unless agreed otherwise by upgrading your WarrantyCare Basic to an Advanced or Premium package. (See here for the terms and conditions of Synology).
- WarrantyCare is not responsible for damage or loss of sales as a result of data loss, delay in the repair process or shipping caused by force majeure. Should WarratyCare be held liable, the compensation payable will never exceed the (total) amount that WarrantyCare charges the customer for its service.
Always keep a backup of your data.
- Send the article always well packaged and if applicable with signature for receipt and insured. The sender is always responsible for the shipment until the moment of transfer to Warrantycare
- Insufficient stamped shipments will not be accepted and will be returned to the sender.
Additional conditions Real Solutions Haarlem OUTLET articles:
Outlet items with the corresponding inventories are tracked almost real-time. Prices are unit prices excl. VAT from Haarlem.
- Products are awarded on the basis of \"First comes first serves\" and as long as stock lasts.
- Reserving products is not possible.
- Real Solutions BV is not obliged to deliver an equivalent or similar product, nor to grant a price compensation if it appears that the product is no longer available at the time of ordering.
- Warranty on outlet B-Stock products is limited:
- No manufacturer's warranty applies unless otherwise stated.
- Warranty limited to proper operation of the product.
- There is a return right / trial period of 4 working days.
- Real Solutions Haarlem BV is completely free from any warranty claims.
- Where the Outlet Conditions deviate from the General Conditions, the Outlet conditions apply.
Data Processing Agreement
- This Data Processing Agreement (hereafter: DPA) is an appendix to \"General terms and conditions Real Solutions Haarlem, version 11-01-2018.\" (hereinafter: the Main Agreement) between the Customer (hereafter: Controller) and Real Solutions Haarlem B.V. (hereinafter: Processor).
Article 1. Purposes of processing
- The Processor agrees to process personal data on the instructions of the Controller under the conditions of this DPA. Processing will only take place within the framework of the Main Agreement, namely for the processing of orders and payments for products or services of the Controller, plus those purposes that are reasonably related thereto or that are determined with further consent.
- The personal data processed by Processor in the context of the activities referred to in the previous paragraph and the categories of the data subjects from whom they originate, are included in Appendix 1. The Processor will not process the personal data for any purpose other than as described by Controller. Controller will inform the Data Processer of the processing objectives to the extent that these have not already been mentioned in this DPA.
- The personal data processed on behalf of the Controller remain the property of the Controller and / or the relevant parties involved.
Article 2. Obligations of the Processor
- With regard to the processing operations referred to in article 1, Processor will ensure compliance with applicable laws and regulations, including in any case the laws and regulations relating to the protection of personal data, such as the Personal Data Protection Act.
- The Processor will inform the Controller, on his first request, of the measures it has taken with regard to its obligations under this DPA.
- The obligations of the Processor arising from this DPA also apply to those who process personal data under the authority of Processor, including but not limited to employees, in the broadest sense of the word.
- The Processor will immediately inform the Controller if, in his opinion, an instruction by the Controller is in conflict with the legislation referred to in paragraph 1.
- The Processor will, insofar as it is within its power, provide assistance to the Controller for the performance of data protection impact assessments.
Article 3. Transfer of personal data
- The Processor may process the personal data in countries within the European Union. In addition, the Processor may also transfer the personal data to a country outside the European Union, provided that that country guarantees an adequate level of protection and complies with the other obligations imposed on it under this DPA and the Personal Data Protection Act.
- In particular, when determining an appropriate level of protection, Processor will take into account the duration of the intended processing, the country of origin and the country of final destination, the general and sectoral rules of law applicable in the country concerned, as well as the rules of professional life. and the security measures that are observed in those countries.
Article 4. Distribution of responsibility
- The authorized processing operations will be carried out by Processors employees within an automated environment.
- Processor is solely responsible for the processing of the personal data under this DPA, in accordance with the instructions of the Controller and under the express (final) responsibility of the Controller. For the other processing of personal data, including in any case, but not limited to, the collection of the personal data by the Controller, processing for purposes not reported by the Controller to the Processor, processing by third parties and / or for other purposes, Processor expressly not responsible.
- The Controller guarantees that the content, the use and the instructions for the processing of the personal data as referred to in this DPA are not unlawful and do not infringe any third-party rights.
Article 5. Engaging third parties or subcontractors
- In the context of this DPA, the Processor may only make use of the third parties listed in Appendix 2 without further permission from the Controller, which permission may be subject to further conditions.
- The Processor will in any case ensure that these third parties take on at least the same obligations in writing as agreed between the Controller and the Processor.
- The Processor guarantees correct compliance with the obligations arising from this DPA by these third parties and, in the event of errors by these third parties, is itself liable for all damages as if they had committed the fault (s) themselves.
Article 6. Security
- The Processor will endeavor to take sufficient technical and organizational measures with regard to the processing of personal data, against loss or against any form of unlawful processing (such as unauthorized access to, infringement, alteration or provision of personal data).
- The Processor does not guarantee that the security is effective under all circumstances. If an explicitly described security is missing in the DPA, Processor will endeavor to ensure that the security meets a level that, in view of the state of the art, the sensitivity of the personal data and the costs associated with securing security, is not unreasonable.
- Controller will only make personal data available to Data Processer for processing if it has ensured that the required security measures have been taken. Controller is responsible for compliance with the measures agreed by the Parties.
Article 7. Reporting obligation
- Controller is at all times responsible for reporting a security breach and / or data breach (which means: a breach of the security of personal data that leads to a chance of adverse consequences, or has adverse consequences, for the protection of personal data) to the supervisor and / or parties involved. To enable Controller to comply with this legal obligation, Processor informs the Controller within a reasonable period of the vulnerability and / or the data breach.
- A report should only be made for events with a major impact, and only if the event has actually occurred.
- The duty to report in any case involves reporting the fact that there has been a leak. In addition, the obligation to report includes:
- the nature of the breach in relation to personal data, where possible with reference to the categories of data subjects and personal data registers concerned and, approximately, the number of data subjects and personal data registers concerned;
- the name and contact details of the data protection officer or other contact point where more information can be obtained;
- the likely impact of the personal data breach;
- the measures proposed or taken by the Processor to address the personal data breach, including, where appropriate, the mitigation measures.
Article 8. Handling requests from data subjects
- In the event that a data subject sends a request for the execution of his / her legal rights to the Processor, the Processor will forward the request to the Controller, and the Controller will continue to process the request. The processor may inform the data subject of this.
Article 9. Confidentiality
- All personal data that Processor receives from Controller and / or collects himself in the context of this DPA, is subject to a confidentiality obligation towards third parties. Processor will not use this information for any purpose other than that for which it has obtained it, even if it has been put in such a form that it is not traceable to those involved.
- This duty of confidentiality does not apply insofar as the Controller has given explicit permission to provide the information to third parties if the provision of the information to third parties is logically necessary in view of the nature of the assignment and the execution of this DPA, or if there is a legal obligation to provide the information to a third party.
Article 10. Audit
- Controller has the right to have audits carried out by an independent third party who is bound to confidentiality in order to check compliance with all points from the DPA, and everything directly related to it.
- This audit may take place once a year.
- Processor will cooperate with the audit and provide all relevant information reasonably relevant to the audit, including supporting data such as system logs, and employees as soon as possible.
- The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result thereof, be implemented by one of the Parties or jointly by both Parties.
- The costs of the audit are borne by the Controller.
Article 11. Liability
- The liability of Processor for damage as a result of an attributable shortcoming in the performance of the DPA, or in tort or otherwise, is excluded. Insofar as the aforementioned liability can not be excluded, this per event (a series of consecutive events counts as one event) is limited to the compensation of direct damage, up to a maximum of the amount of the fees received by Processor for the activities under this DPA for the preceding month to the event causing the damage. The liability of Processor for direct damage will in total never exceed € 10,000.00.
- Direct damage is exclusively understood to mean all damage consisting of:
- damage directly caused to property ("property damage");
- reasonable and demonstrable costs to instruct the Processor to perform the DPA (again) properly;
- reasonable costs to determine the cause and extent of the damage insofar as related to the direct damage as meant here; and
- reasonable and demonstrable costs that Controller has incurred to prevent or limit the direct damage as referred to in this article.
- The liability of the Processor for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to, consequential loss, lost profit, missed savings, reduced goodwill, loss due to business stagnation, damage due to non-determination of marketing objectives, damage related to the use of data or data files prescribed by the Controller, or loss, mutilation or destruction of data or data files.
- The exclusions and limitations referred to in this article shall lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Processor or its management.
- Unless performance by Processor is permanently impossible, the liability of Processor due to imputable shortcoming in the performance of the DPA only arises if Controller promptly gives the Processor notice of default in writing, whereby a reasonable period for the purification of the shortcoming is set, and Processor also after this term remains attributable to the fulfillment of its obligations. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that Processor is given the opportunity to respond adequately.
- Any claim for compensation by Controller against Processor that has not been specified and explicitly reported shall expire by the mere lapse of twelve (12) months after the claim arose.
Article 12. Duration and termination
- This DPA valid by accepting the General Terms and Conditions of Processor by Controller.
- This DPA is entered into for the duration as stipulated in the main agreement between the Parties and in the absence thereof at least for the duration of the cooperation.
- As soon as the DPA, for whatever reason and in any way whatsoever, has been terminated, Processor will - at the discretion of the Controller - return all personal data that are present in its original or copy form to the Controller, and / or delete and / or destroy this original personal data and any copies thereof.
- This DPA may be changed in the same way as the Main Agreement.
Appendix 1: Specification of personal data and data subjects
Processor will process the following (special) personal data on behalf of Controller in the context of Article 1.1 of the DPA:
Name and address details
Of the categories of people involved:
Controller warrants that the personal data and categories of data subjects described in this Appendix 1 are complete and correct, and indemnifies Processor against any defects and claims that result from incorrect display by Controller.
Appendix 2: Third parties
Enabling third parties
Processor has permission to engage third parties in the following categories in the context of the execution of the agreement.