Terms and Conditions
These General Terms and Conditions apply to every offer or quotation made by Timbranding in relation to Services and form an integral part of every Agreement between Timbranding and the Customer. Stipulations or conditions set by the Customer that deviate from, or do not occur in, these General Terms and Conditions are only binding for Timbranding if and insofar as they have been explicitly accepted by Timbranding in writing.
Capitalized terms shall have the meaning set out in the last article.
Article 1. Conclusion of contract
1.1 The Customer can apply for the Services directly from Timbranding. The Contract shall be concluded when Timbranding sends an e-mail (whether automatically generated or not) confirming acceptance of the application. The Customer can also request an offer without obligation. The contract comes into existence at the moment of receipt of the acceptance of the offer, provided this takes place before the end date stated in the offer.
1.2 Agreements that have been concluded are final.
Article 2. Execution of the Agreement
2.1 After the Agreement has been concluded, Timbranding shall fulfill it to the best of its ability, applying due care and professionalism.
2.2 Timbranding shall make every effort to ensure good, uninterrupted availability of the Services and the associated systems and networks, and to provide access to the data stored by the Customer in these. Timbranding does not, however, offer any guarantees as to quality or availability.
2.3 Delivery periods specified by Timbranding are always indicative.
2.4 If and insofar as required for the proper performance of the Agreement, Timbranding is entitled to have certain activities carried out by third parties. Any related unexpected additional costs shall be borne by the Customer unless otherwise agreed. These General Terms and Conditions shall also apply to the activities carried out by third parties within the framework of the Agreement.
2.5 If agreed, Timbranding shall provide the Customer with access to an Account. The Account will be accessible by entering a password and user name. Each action that takes place using the Account of the Customer or an Account created by the Customer is deemed to have taken place under the responsibility and risk of the Customer. If the Customer suspects or should reasonably suspect or know that an Account is being misused, the Customer must report this to Timbranding as soon as possible so that it can take measures.
2.6 Timbranding shall make itself available to provide a reasonable level of remote customer support by telephone and e-mail during regular office hours.
2.7 All changes to the Agreement, whether at the request of the Client or as a result of the fact that any circumstances make it necessary to carry them out differently, shall, if they involve extra costs, be considered as contract extras, and if they involve fewer costs, as contract reductions. These will be invoiced to the Customer accordingly.
Article 3. Obligations of Customer
3.1 Customer is obliged to do and leave all that is reasonably necessary and desirable to make a timely and proper execution of the Agreement possible. The Customer shall ensure in particular that all data indicated by Timbranding as being necessary, or which the Customer should reasonably understand to be necessary for the performance of the Services, are supplied to Timbranding in good time. The period within which Timbranding is to perform the Agreement shall not begin until all requested and necessary information has been received by Timbranding.
3.2 If the Customer knows or could suspect that Timbranding will have to take certain (additional) measures to comply with its obligations, the Customer must inform Timbranding of this without delay. This obligation applies, for example, if the Customer knows or should know that there will be an extraordinary peak in the load on the Timbranding systems which could in some probability cause unavailability of the Services. This applies all the more if the Customer is aware that Services are also being provided to others through the same systems used by Timbranding to provide Services to the Customer. Timbranding will, after warning, make every effort to avoid the unavailability of the Services. Unless expressly agreed otherwise in writing 3.2 Timbranding shall make every effort, after warning, to prevent the Services from being unavailable.
3.3 The Customer may under no circumstances use the Services for Applications with Increased Risk.
3.4 If the Customer requires any license or other permission from government bodies or third parties for the specific use it makes or intends to make of the Services, the Customer must ensure that it obtains such permission. The Customer warrants to Timbranding that it possesses all licenses and/or permissions that are necessary for the Customer to use the Services.
Article 4. Rules of Conduct and Notice/Takedown
4.1 When using the Services, the Customer is prohibited from violating Dutch or other laws or regulations applicable to the Customer or Timbranding, or from infringing the rights of others.
4.2 Timbranding is prohibited (whether lawful or not) from offering or distributing using the Services any Materials that:
– are primarily intended to assist others in infringing the rights of third parties, such as websites with (exclusively or primarily) hacking tools or explanations of computer crime which are intended to enable the reader to commit the criminal behavior described and not to enable the reader to defend themselves against such behavior;
– are patently defamatory, libelous, offensive, racist, discriminatory, or hateful
– contain child pornography or bestiality pornography or are manifestly intended to assist others to find such materials;
– violate the privacy of third parties, including but not limited to distributing personal data of third parties without consent or necessity, or repeatedly harassing third parties with communications they do not want;
– contain hyperlinks, torrents, or references to (sources of) material that infringe copyrights, neighboring rights or portrait rights;
– contain unsolicited commercial, charitable or idealistic communications;
– contain malicious content such as viruses or spyware.
4.3 The distribution of pornographic Materials through the Services is permitted to the extent that it does not cause nuisance or otherwise violate these General Terms and Conditions.
4.4 The Customer shall refrain from hindering other customers or Internet users or causing damage to the systems or networks of Timbranding or other customers. The Customer is not permitted to start processes or programs, whether or not via the Timbranding systems, which the Customer knows or can reasonably presume will hinder or damage Timbranding, its customers, or Internet users.
4.5 If in the opinion of Timbranding, there is a hindrance, damage, or other threat to the functioning of the computer systems or network of Timbranding or third parties and/or the Internet service, in particular, due to the excessive sending of e-mails or other data, denial of service attacks, poorly secured systems or activities of viruses, Trojans and similar software, Timbranding is entitled to take all measures it deems reasonably necessary to avert or prevent this threat. Timbranding may recover the costs reasonably necessary for these measures from the Customer.
4.6 If Timbranding receives a complaint about an infringement of this article by the Customer, or discovers one itself, it shall inform the Customer as soon as possible of the complaint or infringement. The Customer shall respond as soon as possible, after which Timbranding shall decide how to proceed.
4.7 If Timbranding deems an infringement to have taken place, it will block access to the Material concerned, but without deleting it permanently (unless this is technically impossible, in which case Timbranding will make a backup). Timbranding shall endeavour not to affect any other Materials in the process. Timbranding shall inform the Customer as soon as possible of any measures taken.
4.8 Timbranding is entitled at all times to report any criminal offenses it has discovered. In addition, Timbranding is entitled to pass on the Customer’s name, address and other identifying details to a third party who complains that the Customer is infringing its rights or these General Terms and Conditions, provided that the correctness of this complaint is sufficiently plausible in all reasonableness and that the third party has a clear interest in passing on the data.
4.9 Although Timbranding endeavors to act as reasonably, carefully, and adequately as possible in response to complaints about the Customer, Timbranding is never obliged to pay compensation for damage resulting from measures as referred to in this article.
4.10 The Customer is permitted to resell the Services, but only in combination with or as part of the Customer’s products or services and without revealing the name of Timbranding as supplier or subcontractor. The Customer must indemnify Timbranding against all claims by its customers. Timbranding may also act in full in the event of infringements of these general terms and conditions by these customers.
Article 5. Application for domain names
5.1 Application, assignment, and possible use of a domain name are subject to and governed by the prevailing rules and procedures of the relevant registering authorities, such as the Stichting Internet Domeinregistratie Nederland in the case of .nl domain names. The relevant authority decides on the allocation of a domain name. Timbranding only acts as an intermediary in the application process and does not guarantee that the application will be granted.
5.2 The fact that a domain name has been registered is only apparent to the Customer from the Timbranding confirmation, which states that the requested domain name has been registered. An invoice for the registration fee is not a confirmation of registration.
5.3 The Customer indemnifies and holds Timbranding harmless for all damages related to (the use of) a domain name on behalf of or by the Customer. Timbranding is not liable for any loss of the Customer’s right(s) to a domain name or for the fact that the domain name is applied for and/or acquired by a third party in the meantime, except in the case of intent or deliberate recklessness on the part of the Customer.
5.4 The Customer must comply with the rules set by the registering authorities for application, assignment, or use of a domain name. Timbranding shall refer to these rules during the registration procedure.
5.5 Timbranding has the right to make the domain name inaccessible or unusable, or to place it (or have it placed) in its name, if the Customer is demonstrably in default about performance of the Agreement, but only for as long as the Customer is in default and only after the expiry of a reasonable period for performance set in a written notice of default.
5.6 In the event of termination of the Agreement for breach of contract by the Customer, Timbranding is
5.6 In the event of termination of the Agreement for breach of contract by the Customer, Timbranding is entitled to terminate a Customer’s domain name subject to two months’ notice.
Article 6. Storage and data limits
6.1 Timbranding may set a maximum amount of storage space or data traffic per month that the Customer may or can actually use in the context of the Services.
6.2 If the Customer exceeds the applicable limits, Timbranding may, after sending at least one warning message to the Customer regarding the excess, unilaterally convert the Customer’s Subscription to one that does accommodate the storage and data traffic.
6.3 No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been exceeded.
Article 7. Intellectual property rights
7.1 All intellectual property rights to all Materials developed or made available by Timbranding in the context of the Agreement are vested exclusively in Timbranding or its licensors.
7.2 The Customer only acquires the rights of use and powers explicitly granted in these General Terms and Conditions, the Agreement or otherwise in writing, and in all other respects the Customer shall not reproduce or make these Materials public. The foregoing shall not apply if the Customer has manifestly and unintentionally omitted to grant such a right explicitly. Delivery of source code of Materials is, however, only required if explicitly agreed.
7.3 Unless otherwise agreed in writing, the Customer is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from these Materials, including indications concerning the confidential nature and secrecy of the Materials.
7.4 Timbranding is permitted to take technical measures to protect its Materials. If Timbranding has used technical protection to safeguard these Materials, the Customer is not permitted to remove or circumvent this protection, except if and insofar as mandatorily provided otherwise by law.
Article 8. Prices
8.1 Unless expressly stated otherwise for an amount, all prices quoted by Timbranding are exclusive of turnover tax and other levies imposed by the authorities.
8.2 If a price is based on information provided by the Customer and this information proves to be incorrect, Timbranding is entitled to adjust the prices accordingly, even after the Agreement has been concluded.
8.3 If the Agreement is a Subscription, Timbranding shall be entitled to change the applied rates at any time.
8.4 The same conditions and procedures apply to price changes as to changes to the Services and these General Terms and Conditions.
Article 9. Terms of payment
9.1 Timbranding shall invoice the Customer for the amounts owed by the Customer. Timbranding may issue electronic invoices in this respect. Timbranding is entitled to charge periodic amounts due prior to the provision of the Services.
9.2 The payment period for an invoice is 14 days after the invoice date, unless otherwise agreed in writing.
9.3 If the Customer has not paid in full after 14 days of the payment term, he will automatically be in default without a notice of default being required.
9.4 The consequences of being in default are as follows:
– The statutory interest is owed on the outstanding amount;
– Customer owes 15% of the principal amount in collection costs, or 40 euros if that amount is more than 15% of the principal amount;
– the websites and other Materials hosted for Customer may be made inaccessible without further warning until the outstanding amounts, interest and suchlike have been paid.
9.5 Unless Customer is a consumer, Customer may not invoke suspension, set-off or deduction.
9.6 If the Customer fails to fulfil any obligation under the Agreement, Timbranding is entitled, without any notice of default being required, to take back delivered goods in addition to the suspension of Services, without prejudice to Timbranding’s right to compensation for damage, loss of profit and interest.
Article 10. Liability
10.1 Timbranding is not liable in the context of the conclusion or performance of the Contract except in the cases referred to below, and at most to the limits stated therein.
10. 10.1 Timbranding is not liable in the context of the conclusion or performance of the Agreement, except in the cases referred to below and up to the limits stated therein. 10.2 The total liability of Timbranding for damage suffered by the Customer as a result of an attributable failure by Timbranding to fulfil its obligations under the Agreement, expressly including any failure in the fulfilment of a guarantee obligation agreed with the Customer, or as a result of unlawful acts by Timbranding, its employees or third parties it engages, is limited per event or a series of related events to an amount equal to the total of the fees (excluding VAT) which the Customer has paid under the Agreement up to the moment when the damage occurred, or, if the Agreement has a duration of more than three (3) months, an amount equal to the fees which the Customer has paid in the last three (3) months. In no event, however, shall the total compensation for direct damages exceed one thousand (1,000) euros (excluding VAT).
10.3 Timbranding is explicitly not liable for:
a) any damage suffered as a result of measures taken by Timbranding in good faith, but which nevertheless turn out to have been wrongly imposed;
b) damages from the unavailability of the Services, lost data and breach of technical or organisational security measures, and
c) indirect damage, consequential damage, loss of profit, missed savings and damage due to business interruption.
10.4 Timbranding’s liability for an attributable failure in the performance of the Agreement shall only arise if the Customer immediately and properly serves a written notice of default on Timbranding, setting a reasonable time period in which to remedy the failure and if Timbranding continues to fail attributably in the performance of its obligations even after this period. The notice of default must contain as detailed as possible a description of the shortcoming, so that Timbranding is able to respond adequately. The notice of default must be received by Timbranding within 14 days of the discovery of the damage.
10.5 The exclusions and restrictions referred to in this article shall not apply if and insofar as the damage is the result of deliberate intent or wilful recklessness on the part of the Timbranding’s management.
10.6 The Customer is liable towards Timbranding for damage caused by an error or omission attributable to it. The Customer indemnifies Timbranding against claims concerning non-compliance with the rules of conduct in Article . This indemnity also applies to persons who are not employees of the Customer but who have nevertheless used the Services under the Customer’s responsibility or with its consent.
Article 11. Force majeure
11.1 Neither party can be held to fulfil any obligation if a circumstance beyond the control of the parties, which could not or should not have been foreseen at the time the Agreement was concluded, nullifies any reasonable possibility of fulfilment.
11. 2 Force majeure shall also (but not exclusively) be understood to mean malfunctions of the public infrastructure normally available to Timbranding and on which the provision of the Services depends, but over which Timbranding has no de facto power or contractual obligation to perform, such as the operation of the IANA, RIPE or SIDN registers, as well as all networks in the Internet not contracted to by Timbranding; malfunctions in the Timbranding infrastructure and/or Services caused by computer criminality, e.g. (D)DOS attacks or successful or unsuccessful attempts to bypass network or system security; deficiencies on the part of Timbranding’s suppliers which Timbranding could not foresee and for which Timbranding cannot hold its supplier liable, e.g. because the supplier in question was also or was not subject to force majeure; defectiveness of goods, equipment, software or other source material the use of which the Customer has stipulated; unavailability of members of staff (due to illness or otherwise); government measures; general transport problems; strikes; wars; terrorist attacks and civil commotion.
11.3 If a situation of force majeure lasts longer than three months, either party shall be entitled to dissolve the agreement in writing. What has already been performed on the basis of the agreement shall in that case be settled proportionately, without the parties owing each other anything else.
Article 12. Confidentiality
12.1 The parties shall treat information which they provide to each other before, during or after the execution of the Agreement confidentially if this information is marked confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties shall also impose this obligation on their employees as well as on third parties engaged by them in the performance of the Agreement.
12.2 Timbranding shall not become aware of data which the Customer stores and/or distributes through the Timbranding systems, unless this is necessary for the proper performance of the Agreement or Timbranding is obliged to do so pursuant to a statutory provision or a court order. In that case, Timbranding shall endeavour to limit access to the data as much as possible, insofar as this is within its power.
12.3 The obligation to maintain confidentiality shall continue even after termination of the Agreement for whatever reason, for as long as the party providing the information can reasonably claim it to be confidential.
Article 13. Duration and cancellation
13.1 The term of the Agreement is the period of time necessary to provide the Services. If the Agreement is a Subscription, it is entered into for a term of one year.
13.2 If a fixed term has been agreed for the Subscription, neither party may unilaterally terminate the Agreement before the term has expired, except if a special ground for termination applies, as described in more detail below.
13.3 In the absence of timely termination, a Subscription will be tacitly renewed for a term equal to the first term. Timely termination is deemed to take place 2 months before the subscription is tacitly renewed, by sending an e-mail to email@example.com with a reply mail from Timbranding confirming that the termination is final and the subscription will not be renewed.
13.4 Timbranding may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:
(a) Customer is in default with regard to a material obligation;
b) A petition in bankruptcy has been filed against Customer;
c) Customer has applied for a moratorium;
d) Customer’s activities are discontinued or liquidated.
13.5 If Timbranding suspends performance of its obligations, it shall retain its claims under the law and the Agreement, including the claim to payment for the Services which have been suspended.
13.6 If the Agreement is terminated or dissolved, the claims of Timbranding against the Customer shall be immediately due and payable. If the Agreement has been rescinded, any amounts already invoiced for services rendered shall remain due, without any obligation to make any rectifications. In the event of termination by the Customer, the Customer may only terminate that part of the agreement which has not yet been carried out by Timbranding. If the termination is attributable to the Customer, Timbranding shall be entitled to compensation for the damage caused directly and indirectly as a result.
13.7 The right to suspension in the above cases applies to all Contracts concluded with the Customer simultaneously, even if the Customer is only in default with regard to one Contract, and without prejudice to Timbranding’s right to compensation for damage, loss of profit and interest.
Article 14. Post-termination procedure
14.1 After termination of the Agreement, whether by notice or by rescission, Timbranding is entitled immediately to delete or make inaccessible all stored data and to close all Accounts of the Customer.
14.2 The deletion of data stored for the Customer always takes place without special precautions to make the deletion irreversible. This means, for example, pressing ‘delete’ in a (standard) operating system.
Article 15. Order and changes to conditions
15.1 Timbranding reserves the right to change or supplement the Services and these General Terms and Conditions. Amendments shall also apply to agreements already concluded subject to a period of 30 days after publication of the amendment.
15.2 Amendments shall be published on the Timbranding Website, or another channel for which Timbranding can prove that the Customer has been notified. Non-substantive changes of minor importance can be made at any time and do not require notification.
15.3 If the Customer does not wish to accept a change, the Customer must inform Timbranding of this in writing, stating its reasons, within two weeks after it has been published. Timbranding may then reconsider the change. If Timbranding does not subsequently withdraw the amendment, the Customer may terminate the contract by this date until the new conditions become effective.
15.4 Provisions relating to specific Services shall, if applicable, take precedence over general provisions relating to all Services. Further agreements between Timbranding and the Customer shall only prevail over these General Terms and Conditions if they are in writing and if this has been expressly stipulated, or was unmistakably the intention of both parties.
Article 17. Other provisions
17.1 The Agreement shall be governed by Dutch law.
17.2 Insofar as not otherwise determined by mandatory rules of law, all disputes that may arise in connection with the
17.2 In so far as not otherwise required by mandatory law, all disputes that may arise from the Agreement will be
17.2 In so far as not otherwise required by mandatory law, all disputes that may arise in connection with the Agreement will be submitted to the competent Dutch court for the district in which Timbranding has its registered office.
17.3 If any provision in the Agreement proves to be invalid, this shall not affect the validity of the entire Agreement. The parties shall in that case adopt (a) new provision(s) by way of replacement, which shall, as much as is legally possible, give shape to the intention of the original Agreement and General Terms and Conditions.
17.4 Information and statements, including price indications, on the Timbranding Website are subject to programming and typing errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail.
17.5 The log files and other records, electronic or otherwise, of Timbranding constitute full evidence of the statements made by Timbranding and the version of any (electronic) communication received or stored by Timbranding is deemed authentic, unless the Customer can provide evidence to the contrary.
17.6 The parties shall inform each other immediately in writing of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro account number.
17.7 Each party shall only be entitled to transfer its rights and obligations under the Agreement to a third party with the prior Written consent of the other party. However, such consent is not required in the event of a business takeover or acquisition of the majority of shares of the party concerned.
Article 18. Complaints procedure
Timbranding shall have a sufficiently publicised complaints procedure and shall deal with the complaint in accordance with this complaints procedure.
Complaints about the performance of the contract must be submitted within 7 days, fully and clearly described, to the Timbranding after the Customer has discovered the defects.
Complaints submitted to the Timbranding shall be answered within a period of 14 days, calculated from the date of receipt. If a complaint requires a foreseeably longer processing time, the Timbranding shall respond within the 14-day period with a notice of receipt and an indication of when the Customer can expect a more detailed response.
If the complaint cannot be solved by mutual agreement, it becomes a dispute which is subject to the dispute settlement procedure.
In the event of a complaint, the Customer must first contact the Timbranding. It is also possible to submit a complaint via the European ODR platform (http://ec.europa.eu/odr).
A complaint does not suspend the obligations of the Timbranding, unless the Timbranding indicates otherwise in writing.
If a complaint is found to be justified by Timbranding, the latter will, at its discretion, either replace or repair the delivered products free of charge.
Article 19. Definitions of Terms used
In these conditions, the following terms will have the following meanings:
Timbranding: the company Boudewijn BV, also acting under the name of Timbranding, established in Oosterhout and registered with the Chamber of Commerce under file number 0020036139.
Timbranding Website: the website of Timbranding, accessible via the domain https://timbranding.com.
Subscription: the agreement whereby one or more of the parties undertakes to provide services continuously or repeatedly for a certain period of time (e.g. a hosting contract for 12 months).
Account: the right of access to a user interface with which the Customer can manage and configure (certain aspects of) the Services, as well as the configuration(s) and the files stored for the Customer.
General Terms and Conditions: the provisions of the present document.
Customer: the natural person or legal entity with whom Timbranding has concluded an Agreement. It also refers to the person who negotiates or is negotiating with Timbranding in this respect, as well as his representative(s), agent(s), assignee(s) and heirs.
Services: the products and/or services to be supplied by Timbranding to the Customer under an Agreement.
Materials: all works, such as websites and (web) applications, software, house styles, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and other creations of the mind, as well as preparatory materials for these and files or data carriers (whether coded or not) on which the Materials are located.
Agreement: every agreement between Timbranding and the Customer pursuant to which Timbranding provides Services to the Customer.
Written: in addition to paper documents, also email and communication by fax, provided that the identity of the sender and the integrity of the message is sufficiently established.
APPENDIX 1: PROCESSING OF PERSONAL DATA
If, in the performance of the Agreement, Timbranding processes Personal Data on behalf of the Client, the following conditions shall apply in addition to the General Terms and Conditions.
Article 1. General
1. The terms defined in this Appendix in the General Data Protection Regulation (hereinafter: “AVG”) shall have the meaning assigned to them in the AVG.
2. When processing Personal Data, the Customer can be considered the Processor or, if the Customer processes the Personal Data on behalf of a third party, the Processor. Timbranding acts as a Processor or Subprocessor (depending on the capacity in which the Customer processes Personal Data).
Article 2. Purposes of the processing
1. Timbranding undertakes to process Personal Data on the Customer’s behalf under the terms of the Agreement. The processing shall take place exclusively in the context of implementing the Agreement, plus those purposes reasonably related to it or determined by further agreement.
2. Timbranding shall not process the Personal Data for any purpose other than as determined by the Customer. The Customer shall inform Timbranding of the processing purposes insofar as they are not already stated in this Appendix. The categories of data subjects and personal data involved are specified in the addendum to this Appendix.
3. Timbranding has no authority over the purpose and means of processing Personal Data. Timbranding does not make decisions about the receipt and use of the Personal Data, the communication to third parties and the duration of storage of the Personal Data.
Article 3. Obligations of Timbranding
1. With regard to the processing referred to in Article 2, Timbranding shall ensure compliance with the conditions set out in the AVG for the processing of Personal Data.
2. Timbranding shall process Personal Data and other data to be submitted to Timbranding by or on behalf of the Customer.
3. Timbranding shall inform the Customer, at his request and within a reasonable period, of the measures it has taken with regard to its obligations under this Appendix.
4. The obligations of Timbranding that arise from this Appendix also apply to those who process Personal Data under the authority of Timbranding.
5. Timbranding shall inform the Customer if, in its opinion, an instruction given by the Customer is in conflict with relevant privacy legislation and regulations.
6. Timbranding shall render the necessary cooperation to the Customer if, in the context of the processing, a data protection assessment or prior consultation of the supervisory authority should be required.
Article 4. Transfer of Personal Data
1. Timbranding may process the personal data in countries within and outside the European Union, subject to the relevant laws and regulations.
2. Timbranding shall, at the request of the Client, inform the Client of the country or countries in question.
Article 5. Division of responsibility
1. The parties shall ensure compliance with the applicable privacy legislation and regulations.
2. The permitted processing activities shall be carried out by Timbranding in a (semi-)automated environment.
3. Timbranding is solely responsible for the processing of the Personal Data in this Appendix, in accordance with the Customer’s instructions and under the express (final) responsibility of the Customer.
(final) responsibility of the Customer. Timbranding is not responsible for any other processing of Personal Data, including but not limited to the Customer’s collection of Personal Data, processing for purposes not notified by the Customer to Timbranding, processing by third parties and/or for other purposes. The responsibility for these processing activities rests exclusively with the Client.
4. The Customer guarantees that the content, the use and the instruction to process Personal Data, as referred to in this Appendix, are not unlawful and do not infringe any third party rights.
Article 6. Engaging third parties or subcontractors
1. The Customer hereby authorises Timbranding to engage third parties (sub-processors) for the purpose of processing.
2. At the Customer’s request, Timbranding shall inform the Customer as soon as possible about the sub-processors it has engaged. The Customer is entitled to object to the use of a subprocessor. This objection must be made in writing, within two weeks and supported by arguments.
3. Timbranding unconditionally ensures that these third parties undertake the same obligations in writing as those agreed between the Customer and Timbranding. Timbranding guarantees correct observance of these obligations by these third parties.
Article 7. Security
1. Timbranding shall endeavour to take appropriate technical and organisational measures in relation to the processing of Personal Data to be carried out, against loss or against any form of unlawful processing (such as unauthorised access, damage, alteration or transmission of the Personal Data).
2. Timbranding does not guarantee that the security is effective in all circumstances. Timbranding shall endeavour to ensure that the security meets a level which is not unreasonable, given the state of the art, the sensitivity of the Personal Data and the costs involved in implementing the security.
3. The Customer shall only make Personal Data available to Timbranding for processing if the Customer has ensured that the required security measures have been taken. The Customer is responsible for compliance with the measures agreed by the Parties.
Article 8. Obligation to report
1. In the event of a security breach and/or data leak (which is understood to mean: a breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, transmitted, stored or otherwise generated data), Timbranding shall make every effort, to the best of its ability, to inform the Customer as soon as possible, following which the Customer will assess whether or not to inform the supervisory authorities and/or those involved. Timbranding shall make every effort, to the best of its ability, to ensure that the information provided is complete, correct and accurate.
2. If required by law and/or regulations, Timbranding shall cooperate in informing the relevant authorities and any involved parties. The Client is responsible for reporting to the relevant authorities.
3. The obligation to report includes, in any case, reporting the fact that a leak has occurred, as well as:
– What is the (alleged) cause of the leak;
– What is the (currently known and/or expected) consequence;
– What is the (proposed) solution;
– What measures have already been taken;
– Contact details for following up the report;
– Who has been informed (such as the person involved, the Principal, the supervisory authority).
Article 9. Handling requests from those involved
1. If a data subject makes a request to Timbranding concerning their personal data, Timbranding will forward the request to the Client and inform the data subject of this.
The Customer will then deal with the request independently. If it appears that the Customer needs help from Timbranding to deal with a data subject’s request, Timbranding will cooperate and may charge costs for this.
Article 10. Secrecy and confidentiality
1. All Personal Data received and/or collected by Timbranding from the Client in the context of this Appendix are subject to an obligation of confidentiality towards third parties. Timbranding shall not use this information for any purpose other than that for which it obtained it, unless it is in such a form that it cannot be traced back to those involved.
2. The obligation of confidentiality 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 execution of the Main Agreement or this Schedule; and
– If there is a legal obligation to provide the information to a third party.
Article 11. Audit
1. Principal is entitled to have audits carried out by an independent ICT expert, who is bound to secrecy, to verify compliance with all points in this Appendix.
2. This audit shall only take place after the Customer has requested and assessed the similar audit reports present at Timbranding and has provided reasonable arguments that justify an audit initiated by the Customer. Such an audit is justified if the similar audit reports available at Timbranding do not, or not sufficiently, give a definite answer about Timbranding’s compliance with this Appendix. The audit initiated by the Client takes place once a year, two weeks after prior notification by the Client.
3. Timbranding shall cooperate with the Audit and make all information, including supporting data such as system logs, and employees reasonably relevant for the Audit, available in a timely manner and within a reasonable period, with a maximum period of two weeks being reasonable unless there is an urgent necessity to do so.
4. The findings of the audit will be evaluated by the Parties in mutual consultation and, as a result thereof, may or may not be implemented by one or both Parties jointly.
5. The reasonable costs of the audit shall be borne by Principal, on the understanding that the costs of the ICT expert to be hired shall always be borne by Principal.
Article 12. Duration and termination
1. The Annex is entered into for the duration as stipulated in the Agreement between Parties and, in the absence thereof, in any case for the duration of the cooperation.
2. The attachment cannot be terminated prematurely.
3. The Parties may only amend this Schedule by mutual consent.
4. After termination of the Appendix, Timbranding will destroy the Personal Data received from the Client immediately, unless the Parties agree otherwise.