General terms and conditions
General terms and conditions applicable to orders placed with MIJN Accountantskantoor B.V., established in Rotterdam, hereinafter referred to as the Contractor.
A. General
In these general terms and conditions the following definitions apply:
1. Client: the natural or legal person that has instructed the Contractor to undertake specific work.
2. Work: all work instructed or resulting from or directly relating to the order is undertaken or should be undertaken in the broadest sense and includes in any case the work as stated in the order confirmation.
3. Documents: all items made available by the Client to the Contractor, including written documents and data carriers, and all items produced by Contractors in the context of the order’s execution, including written documents and data carriers.
4. Contract: any agreement between Client and Contractor for the execution of Work by the Contractor on behalf of the Client, as stated in the order confirmation.
B. Applicability
1. These general terms and conditions apply to all Contracts entered into by the Contractor in the context of the execution of Work.
2. Derogations from these general terms and conditions shall be valid only where and insofar as they have been agreed in writing by the Client and the Contractor.
3. These general terms and conditions also apply to any complementary or later Contracts.
4. The general terms and conditions of the Client shall not be applicable. The Contractor explicitly rejects their applicability.
5. These general terms and conditions will also apply to the Client in respect of any third parties hired by the Contractor to carry out Contracts.
6. If for any reason a provision of these general terms and conditions cannot be invoked, this provision will be interpreted as closely to the original intention as possible in a way which ensures it may be invoked.
7. In case of conflict between the provisions of these general terms and conditions and the Contract confirmation, the provisions of the Contract confirmation will apply.
8. All offers of the Contractor are non-binding unless they contain a period for acceptance.
9. The Contractor cannot be held to its quotation or offer if the Client can reasonably understand that this quotation or offer, or a part thereof, contains an obvious mistake or error.
10. Unless expressly indicated otherwise, the fees listed in a quotation or offer do not include VAT and any costs incurred in relation to the agreement, including travel, accommodation, shipment and administration costs.
11. The Contractor cannot be held to the proposal or quotation if acceptance (whether or not on minor points) deviates from the offer contained in it. The agreement will not be concluded in accordance with said deviating acceptance unless the Contractor indicates otherwise.
C. Commencement and duration of the Contract
1. The agreement will be concluded and take effect once the Contract confirmation has been signed and returned by the Client or once the parties have actually started with the implementation of the agreement.
2. The actual start of the implementation of the agreement will serve as acceptance of these general terms and conditions by the Client.
3. The parties may prove the conclusion of the Contract by alternative means.
4. All Contracts are concluded for an unlimited period of time, unless the Contract is a fixed-term Contract due to the nature or intention of the order.
5. The Contract confirmation is deemed to accurately and completely reflect the agreement. Unless explicitly stated otherwise in the Contract confirmation, the work of the Contractor concerns a best-effort obligation.
D. The Client’s data
1. The Client must make available to the Contractor any data and Documents which the Contractor, in his opinion, needs for the correct execution of the Contract, and must do so in good time, in the format and manner required.
2. The Client guarantees to the Contractor that all Documents presented by him are in accordance with the facts.
3. The Client is required to immediately inform the Contractor of facts and circumstances that may be of interest to the implementation of the Contract.
4. The Contractor is entitled to suspend execution of the Contract until the point in time at which the Client complies with the obligation stated in the previous paragraph.
5. If and insofar as requested by the Client, the Documents made available shall be returned to the Client, subject to the provision under N.
6. The Client indemnifies the Contractor against damage that is the result of incorrect or incomplete Documents.
7. For the account and risk of the Client, the extra costs and extra hours incurred by the Contractor, as well as the other damage to the Contractor, due to the failure, late or not properly provided of documents by the Client required for the performance of the Work.
8. In case of electronic transmission of information – including but not limited to tax assessments, annual accounts, reports – of (or on behalf of) the Client by the Vendor to third parties, the Client will be considered the party transmitting and sending this information.
E. Execution of the order
1. The Contractor determines how the agreement will be implemented. The Contractor will carry out its work to the best of its knowledge and ability and strives to achieve the best possible result for the Client when carrying out the Contract.
2. The Contractor is entitled to instruct third parties to execute certain elements of the Work, without notification to and without explicit permission from the Client.
3. The Contractor shall dispatch or transport documents by normal mail, unless the Client explicitly instructs the Contractor to dispatch or transport documents using a method that offers more security.
4. If the Contractor must carry out work at the location of the Client for the proper implementation of the Contract, the Client is held to provide a properly equipped workplace at no additional cost.
5. The Contractor shall execute the Work in accordance with the applicable rules of conduct and professional rules. The Client will fully participate in the obligation of the Vendor arising from applicable (Professional) regulations.
6. The Client is aware that the Vendor in certain circumstances is required to disclose the confidential information of the Client based on (inter)national laws or (Professional) regulations. The Client will hereby where necessary grant its permission and cooperation to such disclosure, including but not limited to circumstances in which the Vendor:
a. must report certain discovered, completed or intended transactions to the authorities assigned by the government for such purpose under applicable laws and (Professional) regulations;
b. must report fraud;
c. is required to verify the (identity of) the Client or its principal.
7. The Vendor excludes any and all liability for loss or damage incurred by the Client resulting from compliance with applicable laws and (Professional) regulations.
8. The Parties will impose their obligations under this Article on any hired third parties.
9. Where during the Contract period work has been undertaken for the benefit of the Client’s profession or company which does not fall under the Work to which the Contract relates, such work shall be regarded as having been undertaken on the basis of different Contracts.
10. Any deadlines by which the Work must be completed, as laid down in the Contract, apply only as approximate deadlines and are not deadlines to be observed on penalty of forfeiture of rights. Missing any such deadline does not mean the Contractor is immediately in default. Any such shortcoming on the part of the Contractor shall never constitute grounds for dissolving the Contract. However, in the event that a deadline is missed, the Client may set a new, reasonable deadline by which the Contractor must execute the Contract. Missing the new, reasonable deadline does provide the Client with grounds for dissolving the Contract.
11. If it becomes clear during the implementation of the agreement that the agreed work must be amended or supplemented for the proper implementation, the parties will discuss this well in advance. The parties will correspondingly amend the agreement in mutual consultation.
12. If the parties agree that the agreement must be amended or supplemented, the date of completion of the implementation may also change. The Contractor will inform the Client of this as soon as possible.
13. The Contractor will inform the Contractor in advance if the amendment or supplement to the agreement has financial and/or qualitative consequences.
14. Unless otherwise stated explicitly in writing, execution of the order is not aimed specifically at uncovering fraud. Where the Work leads to evidence of fraud, the Contractor shall report on this to the Client. The Contractor must observe the fraud instructions issued by the professional bodies.
F. Secrecy and exclusiveness
1. The Contractor is obliged, subject to obligations imposed on him by law or by a competent government body to disclose certain data, to observe secrecy towards third parties not involved in the execution of the order, with regard to all information of a confidential nature made available to him by the Client, and the results obtained through processing the information.
2. The Contractor commits himself to also impose this obligation of secrecy on any third parties to be brought in by him.
3. The Contractor is entitled to use the results obtained after processing for statistical or comparable purposes, provided that those results cannot be reduced to individual Clients.
4. Excepting the provision of the previous paragraph, the Contractor shall not be entitled to use the information made available to him by the Client for a purpose other than that for which it was obtained.
5. Unless the Contractor has given prior permission to that end, the Client shall not disclose the content of reports, advice or other statements, whether or not in writing, of the Contractor, which have not been formulated or issued with the purpose of providing third parties with the information laid down therein. Furthermore, the Client shall ensure that third parties shall not be able to take cognisance of the content referred to in the previous sentence.
G. Intellectual property
1. The Contractor reserves all rights regarding products of the mind which he uses or has used in the context of the execution of the Contract with the Client, insofar as any legal rights may exist or be vested in said products.
2. The Client is banned explicitly from the reproduction, disclosure or exploitation of those products, including but not limited to computer programs, system designs, working methods, advice, (model) Contracts and other products of the mind, whether or not involving the bringing in of third parties.
3. The Client is not permitted to make available devices from those products to third parties for reasons other than obtaining an expert judgement about the Contractor’s Work.
H. Force majeure
1. If the Contractor is unable to comply with its obligations under the Contract or fails to do so timely and properly due to a cause not attributable to him, including but not limited to illness of employees, faults in the computer network (or any other events), those obligations will be suspended until the time when the Contractor is able to comply with the Contract as agreed, without the Contractor being in default with respect to compliance with those obligations, and without it being held to pay any form of compensation. In so far the Contractor at the time the force majeure occurred has already partially met or will meet its obligations, and the part that has been or will be met has independent value, the Contractor has the right to invoice the already met or to be met part separately. The Client must pay this invoice as if it were a separate agreement.
I. Remuneration
1. The Contractor’s remuneration does not depend on the result of the Work undertaken. The Contractor’s remuneration may consist of a fee per Contract determined in advance, or may be calculated on the basis of rates for each time unit the Contractor has worked. Where a fee per Contract has been agreed, the Contractor shall be entitled to charge an additional rate for each time unit he has worked, if and insofar as the Work exceeds the Work provided for in the Contract, which shall then be payable by the Client as well.
2. The Client is obliged to pay an advance to the Contractor, to be determined within reason, on each occasion when such is requested by the Contractor and this is done within reason.
3. Each time when he has requested the payment of a reasonable advance, the Contractor shall be entitled to suspend the Work until the Client has paid the advance to the Contractor, or has guaranteed such payment.
4. The Contractor’s remuneration, where necessary increased by advance payments to accounts from third parties involved, including any turnover tax due, shall be charged to the Client per month, per quarter, per year or after completion of the Work.
J. Payment
1. The amount invoiced to the Client must be paid, without the Client being entitled to any deduction, discount, suspension or set-off, within 14 days of the invoice date, in Dutch currency, at the Contractor’s office or by means of payment into a bank account as indicated by the Contractor, without any entitlement to discount or set-off.
2. If the Client fails to pay by the aforementioned deadline or by a deadline agreed between the parties in writing, he shall be immediately in default by law after expiry of said deadline without a further reminder or notice of default being required and, from that moment, he owe 2% interest per month unless the Client is a consumer, in which case the statutory interest will be due, until the date of full payment, such without prejudice to the Contractor’s other rights.
3. If the Client fails to pay the invoice within the term specified in paragraph 1 above, it will be obliged to pay all judicial and extrajudicial (collection) costs incurred by the Vendor. The payment of the incurred costs will not be limited to any judicial order.
4. In the event of a joint order, the Clients shall be liable severally for payment of the invoice amount, insofar as the Work has been carried out on behalf of all the Clients involved.
5. If the financial position or the payment behaviour of the Client, in the opinion of the Contractor, gives rise to this or if the Client fails to pay an advance or a declaration within the specified payment term, the Contractor is entitled to require the Client to immediately provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to his other rights, to immediately suspend the further execution of the agreement and all that which the Client owes to the Contractor for whatever reason shall be immediately due and payable.
6. The right of the Client to set off its claims on the Contractor is expressly excluded unless the Contractor is declared bankrupt. The full claim for payment will be immediately due and payable if:
a. a payment term has been exceeded;
b. the Client is bankrupt or in suspension of payments;
c. the Client, being a company, is dissolved or liquidated;
d. the Client, being a natural person, is placed under guardianship or dies.
K. Complaints
1. Any complaint regarding the Work undertaken and/or the invoice amount must be submitted in writing to the Contractor within 30 days of the date of dispatch of the Documents or information about which the Client is complaining, or within 30 days of discovering the fault, where the Client demonstrates that he could not have discovered the fault sooner within reason.
2. A complaint as referred to in paragraph 1 does not suspend the Client’s payment obligation.
L. Liability
1. The Contractor shall carry out the Work to the best of his ability while taking the care that may be expected of an accountant. If an error occurs due to the Client providing incorrect or incomplete information, the Contractor shall not be liable for any resulting damage. This includes the situation in which the Vendor is not able to file the annual documents with the Chamber of Commerce within the statutory period due to acts or omissions by the Client. If the Client demonstrates that he has suffered any damage due to an error made by the Contractor, which could have been avoided if more care had been taken, the Contractor shall be liable for such damage only to a maximum of the amount payable in the case in question on the grounds of the Contractor’s (professional) liability insurance, plus the amount of the excess not payable by the insurer(s) pursuant to the policy terms and conditions.
2. If, and for whatever reason, the insurer(s) do not pay out, any liability on the part of the Contractor shall be limited to 1x the amount of the fee for the execution of the Contract in question during the last twelve (12) months, such to a maximum of € 20,000 (in words: twenty thousand euro) including VAT.
3. A related series of shortcomings will be considered one (1) attributable shortcoming.
4. The liability of the Contractor as referred to above in paragraphs 1 to 3 does not apply in the event of intent or gross negligence on the part of the Client.
5. The Contractor’s liability shall never exceed that stated in these general terms and conditions, irrespective of whether claims exist pursuant to a Contract, or for another reason, in particular an illegal act.
6. The Contractor shall at all times have the right, if and insofar as possible, to reverse or limit the damage of the Client by repairing or improving the defective product. The Client is obliged to take damage limiting measures.
7. The Contractor shall not be liable for damage to or loss of documents during transport or during dispatch by mail, irrespective of whether the transport or dispatch is undertaken by or on behalf of the Client, the Contractor or third parties. The Contractor indemnifies the Client against any claims by third parties relating directly or indirectly to the Contract’s execution. The Client indemnifies the Contractor in particular against any claims by third parties due to damage resulting from the fact that the Client has provided incorrect or incomplete information to the Contractor, unless said damage was the result of intent or gross negligence on the part of the Contractor.
8. The Client indemnifies the Contractor against any claims by third parties in the event that the Contractor is forced by the law or his professional rules of conduct to return the order and/or is forced to provide assistance to government bodies, which are entitled to receive information, whether or not on request, which the Contractor has received in his execution of the order from the Client or third parties.
M. Cancellation
1. The Contractor and the Client may end the Contract immediately at all times.
2. The other party must be informed of the cancellation in writing.
3. Where and insofar as the Contractor terminates the Contract by means of cancellation, he shall be obliged to issue a motivated statement to the Client stating the grounds for the cancellation, and to do all that the circumstances demand in the Client’s interest.
N. Suspension right
1. The Contractor is entitled to suspend compliance with all his obligations, including the issue of documents or other items to the Client or third parties, until the time when all accounts receivable from the Contractor have been paid in full.
2. The Contractor is required to (partially) suspend compliance with the obligations or dissolve the agreement, if:
a. the Client fails to (fully) meet its obligations under the agreement;
b. after the conclusion of the agreement, the Contractor learns of circumstances that give it a good reason to fear that the Client will not fulfil its financial obligations. If there is a good reason to fear that the Client will only partially or improperly fulfil its obligations, the suspension will only be allowed to the extent justified by the shortcoming.
c. the Client has been requested to provide security for the fulfilment of its obligations under the agreement at the time the agreement was concluded and this security has not been given or is insufficient.
3. The Contractor will also have the right to terminate the agreement if circumstances arise that make the implementation of the agreement impossible or if the implementation can no longer be expected in all reasonableness and fairness or if other circumstances mean that unaltered continuation of the agreement can no longer reasonably be expected.
4. If the agreement is dissolved, the claims of the Contractor on the Client will become immediately due and payable. If the Contractor suspends the fulfilment of its obligations, it will retain its rights under the law and agreement.
5. The Contractor will always reserve the right to claim damages.
O. Electronic communication and electronic filing of annual accounts
1. The Client and the Vendor can communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications) during the implementation of the Contract. Except if otherwise agreed in writing, the parties may assume that sending correctly addressed fax messages, emails (including emails sent over the Internet), and voicemail messages are accepted by both parties regardless of whether they contain confidential information or documents related to the Contract. The same applies to other communication means used or accepted by the other party.
2. The Client and the Vendor are not liable towards each other for damage possibly arising from the use of electronic means of communication, networks, applications, electronic storage or other systems, including but not limited to damage as a result of non-delivery or a delay in the delivery of electronic communication, omissions, distortions, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transferring viruses, defect telecommunication networks or other equipment necessary used for electronic communication, except to the extent the damage is the result of intent or gross negligence. The above also applies to contact with third parties by the Vendor.
3. In addition to the above paragraph, the Vendor does not accept any liability for any damage caused by or related to the electronic transmission of (electronic) annual documents and the digital filing thereof with the Chamber of Commerce.
4. Both the Client and the Vendor will reasonably do everything or refrain from doing anything to prevent the occurrence of such risks.
5. The data extracts from computer systems of the sender serve as conclusive proof of (the content of) the electronic communication sent by the sender until proof to the contrary is presented by the receiver.
6. The provisions of Article 11 apply mutatis mutandis.
P. Indemnification
1. The Client indemnifies the Contractor and any third parties hired by it for all claims of third parties who claim to have suffered damage as a result of or in relation to the work carried out by the Contractor for the benefit of the Client, the reasonable costs of legal assistance included, except in case of intent or gross negligence by the Contractor.
2. The Client indemnifies the Contractor for any claims by third parties related to intellectual property rights on materials or data provided by the Client and used for the implementation of the agreement.
Q. Complaints procedure
1. The Contractor has an intern complaints procedure to handle the complaints of the Client. For more information about the contents of the complaints procedure we refer to our website www.mijnaccountantskantoor.com.
R. Processor Agreement
1. The Contractor has been designated by the Dutch Personal Data Authority as the Controller in the context of the Contract concerning the preparation of the annual accounts(s). If the Contractor has been granted several Contracts by the Client, including, for example, conducting a company administration and must correspondingly be considered a Processor, the following provisions will apply:
2. The parties acknowledge and hereby agree that for the processing of Personal Data:
The Contractor will act as the “Processor” and the Client will act as the “Controller”, everything within the meaning of the GDPR.
3. The Controller will process the Personal Data in accordance with the requirements of privacy laws and regulations. The instructions of the Controller concerning the processing of Personal Data will be in accordance with privacy laws and regulations. The Controller will, to the exclusion of all others, be responsible for the accuracy, quality and legitimacy of the processing of Personal Data and the means by which the Controller collects or has collected the Personal Data.
4. The Controller will only process the Personal Data for the benefit of the Controller in accordance with the instructions and under the responsibility of the Controller. The Processor will treat the Personal Data as confidential information. The Processor has no control over the purpose and the resources used for the processing of Personal Data. The Controller hereby instructs the Processor to process the Personal Data for the following purposes: (i) Processing as arising from the Contract; (ii) Processing to comply with any later reasonable instructions given by the Controller if these are in line with the provisions of the Contract.
5. The Processor may not use Personal Data for its own purposes.
6. The Processor may take decisions concerning the means used for the processing operation(s). This is only allowed if these concern practical matters with no significant impact on the protection of Personal Data.
7. If the Processor believes that an instruction given by the Controller violates this Processor Agreement or privacy laws and regulations, it will be held to inform the Controller about this.
8. The Processor will grant the Controller any reasonably requested assistance for the privacy impact assessment carried out by or on behalf of the Controller as prescribed by law, as well as for any complaints or requests for access submitted by a data subject.
9. The Processor will, in so far permitted by law, immediately inform the Controller if the Processor receives a request for access from a data subject related to access, correction, data exchange, limitation of the processing or the transfer of Personal Data of this data subject. The Processor will grant the Controller all reasonable cooperation and assistance related to the handling of requests of data subjects concerning access to Personal Data in so far permitted by law and in so far the Controller does not have access to the Personal Data.
10. If and in so far there is a legal obligation to do so, and only after the Controller has been promptly informed of this or at the first legally or government-approved moment, the Processor will participate in an audit or attachment by the Dutch Data Protection Authority or another supervisory authority. The Processor will in this context ensure the security and confidentiality of the Personal Data and make sure that no more Personal Data are disclosed than strictly necessary. Personal Data will be rendered anonymous where possible.
11. Costs arising from requests for access submitted by the Data Subject(s), investigations, audits or attachments by the Dutch Data Protection Authority or another supervisory authority concerning Personal Data will be borne by the Controller. These costs include but are not limited to (additional) technical and organisational security measures, taking into account any instructions given by the Dutch Data Protection Authority.
12. The Processor will ensure in this context that any of his employees who are involved in the processing of Personal Data have been informed about the confidential nature of the Personal Data.
13. The Processor will take commercially reasonable steps to ensure the reliability of any member of its staff involved in the processing of Personal Data.
14. The Processor hereby assures that access to the Personal Data is limited to employees who need this to carry out the Contract.
15. The Processor will take all suitable technical and organisational measures to secure the Personal Data against loss or any form of unauthorised processing. The Processor declares to have taken the following technical and/or organisational measures: To ensure the confidentiality: Physical access to Personal Data checks, electronic access Personal Data checks, Internal access to Personal Data checks, isolation of Personal Data (separate storage of Personal Data of different Controllers). To ensure the integrity: Transfer of Personal Data checks, Data entry checks. To ensure the availability and resilience of the used systems: Availability of data checks (e.g. by making backups), Ability to restore access to Personal Data (with means to rapidly restore these Personal Data after an incident). To test, assess and evaluate the effectiveness of the technical and organisational measures at set intervals: Preparation and observance of an internal incident protocol, Checking the instructions of the Controller(s), Measures to ensure privacy-by-design, Measures to ensure privacy-by-default, Restore options (means that enable the Processor to rapidly restore Personal Data after an incident).
The Processor will observe the (default) security level used within its company. These measures guarantee, considering the state of technology and the costs of implementation, a suitable level of processing considering the risks of the processing and the nature of the data to be protected. The measures also serve to prevent the unnecessary collection and further processing of Personal Data.
16. The Processor will give the Controller the opportunity to check whether the processing of Personal Data takes place as agreed in this Agreement and the security protocols of the Processor.
17. The Parties acknowledge that the security measures must be amended regularly to comply with privacy laws and regulations. The Processor will regularly assess the measures and supplement and improve them where necessary to comply with privacy laws and regulations.
18. The Processor will timely inform the Controller of the result of each assessment and propose additions and improvements where necessary. The Processor will give the Controller sufficient time to respond to the proposed additions and improvements.
19. If the Processor has received relevant certificates, audit reports or assessments from third parties related to the security of data, the Processor will provide these certificates, audit reports or assessments to the Controller at its first request. At the request of the Controller, as made at reasonable intervals, the Processor will provide a copy of the most recent certificates, audit reports or assessments to the Controller, where applicable, or a requested summary of the above which the Controller can provide to its clients.
20. The Processor hereby commits to set up a suitable policy on incidents and Data Breaches, such as but not limited to protocols that are in line with privacy laws and regulations.
21. The Processor will immediately, but at the latest within 48 hours, inform the Controller of the discovery of a Data Breach or breach of security which leads to a considerable risk of serious adverse consequences or actual serious adverse consequences for the protection of Personal Data and will fully cooperate with the Controller for the handling of such breach, including but not limited to (cooperating with) timely reporting a breach to the Dutch Data Protection Authority and (in so far required) timely informing Data Subjects.
22. If a situation as referred to in the preceding paragraph occurs, the Processor hereby undertakes to observe the confidentiality of all information related to the Data Breach or the breach of security. The Processor will never disclose any information about this Data Breach or the breach of security without the prior written permission of the Controller.
23. The notification of the Processor submitted to the Controller as referred to in Article 20 will at least include:
a. the possible cause and possible consequences of the Data Breach or the incident;
b. the (categories of) the affected Personal Data;
c. a description of the possible consequences for the Data Subjects;
d. an indication of the possible (unauthorised) recipients of Personal Data;
e. the measures recommended by the Processor to limit the damage, in so far relevant.
24. If the notification as referred to in this Article takes place, the Processor will remain available and accessible for consultation with the Controller.
25. The Processor will inform the Controller by e-mail and phone, making sure that the report reaches the Controller on time.
26. The Controller, to the exclusion of the Processor, is responsible for any reports submitted to the Dutch Data Protection Authority or Data Subjects. The Processor will never independently submit any report to the Dutch Data Protection Authority or Data Subjects.
27. Without the prior written permission of the Controller, the Processor will not appoint any Sub-Processors for the processing of Personal Data. If and in so far the Controller has accepted the use of a Sub-Processor, the Processor will conclude a written agreement with this Sub-Processor which will impose at least the same obligations on the Sub-Processor as set out in this Agreement which the Processor must comply with pursuant to this Agreement.
28. Without the prior written permission of the Controller, the Processor may not transport Personal Data outside of the Netherlands, nor may the Processor transport any Personal Data to Sub-Processors outside of the Netherlands or otherwise process them outside of the Netherlands. For the interpretation of this Article, ‘processing’ also explicitly refers to the storage of and access to Personal Data or the use of processing resources for any other purpose than the mere transmission of Personal Data.
29. If the Controller has accepted the transport of Personal Data to a Sub-Processor located outside of the Netherlands, the Processor will only transport Personal Data to this Sub-Processor if this Sub-Processor is located outside of the EEA or an international organisation outside of the EAA is these can offer a suitable level of protection.
30. The Processor guarantees that it will treat all Personal Data confidentially.
31. The Processor will inform all employees, consultants and sub-Contractors involved in the processing of Personal Data of the confidential nature of these Personal Data and any other data. The Processor also guarantees that these employees, consultants and sub-Contractors will be bound vis-à-vis the Processor to the same confidentiality obligations as the Processor under this Processor Agreement and that the Personal Data are only granted to these persons and parties in so far this is necessary based on the Contract.
32. The Processor may only disclose, provide or otherwise make the Personal Data available to Third Parties with the prior and specific written permission of the Controller.
33. The Processor may only disclose the contents of this Processor Agreement with the prior written permission of the Controller.
34. The Processor will implement procedures and protocols to fulfil its obligations under this Article and will provide the Controller with a copy of these upon its first request.
35. The overall liability of the Processor for all (financial) damage, fines and costs directly or indirectly incurred by the Controller arising from a shortcoming by the Processor or third parties in the fulfilment of obligations under this Processor Agreement is limited to what has been set out in provisions L of these general terms and conditions.
36. This Processor Agreement takes effect once the Contract has been signed by both parties and will be concluded for the duration of the Contract. This Processor Agreement ends by operation of law at the moment the Contracts ends or is terminated.
37. The Articles concerning the Notification Duty and Confidentiality will remain in effect after the termination or dissolution of this Processor Agreement for an indefinite period.
38. In so far the Processor after the termination of the Contract still has Personal Data in its possession as provided by the Controller, it will destroy these Personal Data as soon as possible, or, in consultation with the Controller, return these to the Controller, unless the Processor is required to keep these Personal Data based on applicable laws or regulations. For the interpretation of this Article, the possession of Personal Data will include but not be limited to Personal Data located on data carriers, on server space rented or purchased by the Processor, anywhere in the world, in sandboxes, on memory sticks, SSD cards or other resources used to store or keep Personal Data.
39. If the Processor is not able to return, destroy or delete the Personal Data for technical reasons, or if longer retention of Personal Data is required under applicable law, the Processor will immediately inform the Controller. In that case, the Processor will take all necessary measures to come as close as possible to a complete and permanent return, destruction or deletion of the Personal Data, and make the Personal Data unfit for further processing. The risk that the Personal Data will not be returned, destroyed or deleted will continue to be borne by the Processor, who will remain bound to the articles that by their nature are intended to remain in effect after the end or termination of this Processor Agreement.
40. The Processor will inform all third parties involved in the processing of Personal Data of the end or termination of this Processor Agreement and guarantees that all third parties will destroy, delete or return the Personal Data in the same manner as the Processor.
S. Interpretation of the general terms and conditions
1. These general terms and conditions have been drawn up both in the Dutch as in the English language. In the event of disputes concerning the interpretation of these general terms and conditions, the Dutch text will take precedence.
T. Applicable law and elected Court
1. Netherlands law shall be applicable to all Contracts between the Client and the Contractor that are subject to these general terms and conditions.
2. Any disputes relating to Contracts between the Client and the Contractors to which these terms and conditions apply shall be settled exclusively by the competent court in the district in which the Contractor has domicile, to the exclusion of all other legal bodies.
3. The Client shall be permitted to follow the course of the proceedings of any disciplinary jurisdiction.
U. Repair clause voids
1. If any provision of these general terms and conditions or the underlying Assignment/Agreement is wholly or partially void and/or invalid and/or unenforceable, as a result of any statutory provision, court order or otherwise, this shall not be only have consequences for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.
2. If a provision of these general terms and conditions or the underlying Assignment/Agreement should not be valid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or scope, then this provision will – first of all automatically apply with the most far-reaching or most extensive limited scope or scope with which or in which it is valid.
3. Without prejudice to the provisions in paragraph 2, the parties can, if they so wish, consult with each other in order to agree on new provisions to replace the null and void or nullified provisions. In doing so, it will as far as possible be connected to the purpose and purport of the void or annulled provisions.