Mr. K. Voldrich acting under the name College Life B.V. is registered with the Chamber of Commerce under number 84697024 and is located at Schiedamse Vest 154, 3011 BH in Rotterdam.
Article 1 Definitions
- In these general terms and conditions, the following terms are used with the following meaning, unless explicitly stated otherwise.
- Offer: any offer or quotation to the Client for the provision of Services by College Life.
- Company: The natural or legal person acting in the exercise of a profession or business.
- Content: The information, data, images, videos, audio fragments and more supplied by the Client or realized by College Life on behalf of the Client that are used in the performance of the Agreement.
- Services: online advertising and other marketing-related activities for the benefit of the company and associated social media channels of the Client, as well as the creation of Content for the Client.
- College Life or Controller: the service provider who offers Services to the Client.
- Client or Processor: the natural or legal person acting in the exercise of a profession or business who has appointed College Life, has provided projects to College Life for Services performed by College Life, or to whom College Life makes a proposal on the basis of an Agreement.
- Agreement: any Agreement and other obligations between the Client and College Life, as well as proposals from College Life for Services provided by College Life to the Client and which are accepted by the Client and have been accepted and performed by College Life, whereby these general terms and conditions are inseparable.
- Social media: The Facebook, Instagram, LinkedIn, Pinterest or other social media channel of the Client for which he uses the College Life Services.
Article 2 Applicability
- These general terms and conditions apply to every Offer by College Life, every Agreement between College Life and the Client and to every service offered by College Life.
- Before an Agreement is concluded, the Client will have access to these general terms and conditions. If this is not reasonably possible, College Life will indicate to the Client how the Client can view the general terms and conditions.
- Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with College Life.
- These general terms and conditions also apply to additional, amended and follow-up assignments from the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these general terms and conditions are partially or completely null and void or are nullified, the other provisions of these general terms and conditions will remain in force, and the void / nullified provision (s) will be replaced by a provision with the same purport as the original provision.
- Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
- The applicability of articles 7: 404 BW and 7: 407 paragraph 2 BW is explicitly excluded.
- If in these general terms and conditions reference is made to him / her, this should also be understood as a reference to he / him / his, if and insofar as applicable.
- In the event that College Life has not always demanded compliance with these general terms and conditions, it will retain its right to demand full or partial compliance with these general terms and conditions.
Article 3 The Offer
- All offers made by College Life are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
- College Life is only bound by an Offer if it is confirmed in writing by the Client within 7 days. Nevertheless, College Life has the right to refuse an Agreement with a (potential) Client for a valid reason for College Life.
- The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement.
- Offers or quotations do not automatically apply to follow-up orders.
- Delivery times in the offer of College Life are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
Article 4 Establishment of the Agreement
- The Agreement is concluded when the Client has accepted an Offer or Agreement from College Life by returning a signed copy (scanned or original) to College Life or giving an explicit and unambiguous agreement to the Offer through e-mail.
- College Life has the right to revoke the (signed) Agreement within 5 working days after receipt of the acceptance.
- College Life is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or error.
- If the Client cancels an already confirmed assignment, the costs actually incurred (including the time spent) will be charged to the Client.
- Any Agreement that is entered into with College Life or a project that is assigned to College Life by the Client is vested in the company and not with an individual person associated with College Life.
- The Client's right of withdrawal is excluded.
- If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 Duration of the Agreement
- The Agreement is entered into for a definite period of time, unless the content, nature or scope of the assignment entails that it has been entered into for an indefinite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that College Life obtains from the Client.
- Both the Client and College Life can dissolve the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable period to comply with its obligations and it still fails to fulfill its obligations. This also includes the Client's payment and cooperation obligations.
- The dissolution of the Agreement does not affect the Client's payment obligations insofar as College Life has already performed work or has delivered performances at the time of the dissolution. Client must pay the agreed fee.
- Parties can terminate the Agreement by registered letter with due observance of a notice period of three months. If the Agreement has not lasted for three months, the Agreement can be terminated with a notice period of one month.
- In the event of premature termination of the Agreement, the Client will owe College Life the costs actually incurred up to that point at the agreed (hourly) rate. The time registration of College Life is leading in this.
- Both the Client and College Life can terminate the Agreement in whole or in part in writing with immediate effect, without further notice of default, in the event that one of the parties is in suspension of payment, filed for bankruptcy or the company concerned ends by liquidation. If a situation as mentioned above occurs, College Life is never obliged to refund monies already received.
Article 6 Performance of the services
- College Life will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. College Life guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.
- The Agreement on the basis of which College Life performs the Services is leading for the scope and scope of the Services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
- The information and data provided by the Client are the basis on which the Services and prices offered by College Life are based. College Life has the right to adjust its services and prices if the information provided turns out to be incorrect and / or incomplete.
- In the performance of the Services, College Life is not obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for College Life, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
- College Life is entitled to engage third parties for the performance of the Services at its own discretion.
- If the nature and duration of the assignment so require, College Life will keep the Client informed of the progress in the meantime via the agreed manner.
- The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established schedule. College Life is never liable for adjusting the planning. If the start, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided all the requested information on time or in the desired format, does not sufficiently cooperate, any advance payment has not been received on time by College Life or by others circumstances, which are for the account and risk of the Client, there is a delay, College Life is entitled to a reasonable extension of the delivery / completion period. All damage and additional costs as a result of delay due to a cause as mentioned above are at the expense and risk of the Client.
Article 7 Obligations of the Client
- The Client is obliged to provide all information requested by College Life as well as relevant appendices and related information and data in a timely manner and / or before the start of the work and in the desired form for a correct and efficient performance of the Agreement. Failing this, it may occur that College Life is unable to realize a full implementation and / or delivery of the relevant documents. The consequences of such a situation are at all times for the account and risk of the Client.
- College Life is not obliged to check the correctness and / or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is College Life responsible for the correctness and completeness of the information compiled by College Life for third parties and / or provided to third parties in the context of the Agreement.
- College Life may, if necessary, for the performance of the Agreement, request additional information. If the Client fails to do this, College Life is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify College Life of this immediately or no later than 3 working days after the change has become known.
Article 8 Advice
- If instructed to do so, College Life can draw up specific advice, an action plan, a design, a report, a planning and / or reporting for the benefit of the service. The content thereof is not binding and only advisory in nature, but College Life will observe its duties of care. The Client decides himself and on his own responsibility whether to follow the advice.
- The advice provided by College Life, in whatever form, can never be regarded as binding advice.
- At the first request of College Life, the Client is obliged to assess the proposals it has provided. If College Life is delayed in its activities, because the Client does not or not timely assess a proposal made by College Life, the Client is at all times responsible for the resulting consequences, such as delay.
- The nature of the service means that the result at all times depends on external factors that can influence the reports and advice of College Life, such as the quality, correctness and timely delivery of the required information and data from the Client and the Client’s staff members. The Client guarantees the quality and the timely and correct delivery of the required data and information.
- Prior to the commencement of work, the Client will notify College Life of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention, in writing.
Article 9 (Digital) Marketing
- College Life does not guarantee results regarding the provision of marketing services or the management of social media channels of the Client. College Life only applies a certain strategy that has yielded results in the past. Nor can College Life make any commitments in this regard, but College Life will make every effort to obtain an improved position for the Client across digital channels.
- The Client guarantees the content of the texts, images, data and more supplied by the Client. If these documents infringe the rights of third parties in any way whatsoever (such as offensive, misleading or harmful), this will at all times be at the expense and risk of the Client. College Life accepts no responsibility for the processing of documents supplied by the Client. College Life reserves the right to claim compensation if it suffers damage from the documents supplied by the Client.
- If College Life sets up SEO for the benefit of the Client, the budget for the SEO will be determined by the Client. If the Client wishes more work than is possible on the basis of the current rate, costs will be charged for this. Such services in the context of SEO are clearly laid down in writing. The Client can supply content and / or information himself and in that case guarantees this information and guarantees that it is free of viruses and defects.
- If ordered to do so, College Life SEO can supply texts for the Client. College Life has its own approach and style with regard to SEO services. If the Client has agreed to the performance of SEO services by College Life, the Client has also agreed to the approach used by College Life and the texts drawn up by College Life. Before the texts realized by College Life are applied, the related agreements will be recorded.
- The implementation of the SEO services is further dependent on guidelines, rules and policies of third parties such as Google. The services are performed by College Life with due observance of the restrictions set by the relevant third parties. If agreed, the Client must first agree before the advertisement can be further drawn up and / or placed.
- In the case of marketing services such as direct mailing, College Life is never responsible for the incomplete or incorrect delivery of information required for the direct mailing by the Client, as a result of which College Life does not perform its services as expected by the Client.
- If College Life carries out online marketing with the help of the (social media) channels of the Client, it will exclusively work as the Administrator of the relevant social media channel. Client must enable College Life to do so.
- College Life never works with the (social media) login details of the Client. The Client at all times has an independent responsibility with regard to the confidentiality of this information.
Article 10 Content
- If commissioned to do so, College Life can provide Content, whether it is within the framework of the Client's marketing services and / or social media channels or not. If any guarantee is given, it is limited to what has been explicitly agreed in writing.
- Prior to the commencement of the work, the Client will notify College Life in writing of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.
- Content creation is an expression of creativity and taste. If the Client agrees with the quotation as used by College Life, this also means that the Client agrees with the own approach and style used by College Life. College Life has the right to carry out the work, insofar as nothing has been explicitly reported by the Client, at its own technical and creative insight. All specific requirements and wishes of the Client must be jointly recorded in writing by the parties.
- If, for an effective implementation of the agreement College Life is forced to hire additional material or a room, or the experience of others, or if it turns out that more time is required, this may be an additional cost during the Agreement counted for one and other on the basis of actual costs. College Life will inform the Client of this in good time. Client must give written approval for this.
- College Life may require the Client to make additional agreements regarding the implementation, costs or the duration of the Agreement if weather conditions or other external factors, in College Life's view, stand in the way of an effective implementation of the agreement. In such a case, such circumstances may give rise to additional work.
- The copyright on the works of College Life rests exclusively with College Life, unless explicitly agreed otherwise. Permission for the use of a work by the Client is only granted in advance in writing in the form of a license as described by College Life in the offer by nature and scope. With regard to the transferability of copyrights, attribution to a work or an infringement of College Life's copyrights, Section 25 of the Copyright Act applies.
- If the Client requests ownership of the Content realized by College Life, this can only be transferred with the explicit consent of College Life, for which additional costs will be charged. College Life may require the Client to conclude a separate agreement for this. However, College Life is never obliged to comply with this request.
8.If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the information requested or has not provided sufficient cooperation, the advance payment has not been received by College Life on time or due to other circumstances, which are for the account and risk of the Client, College Life is entitled to a reasonable extension of the delivery / completion period. In no case are the stated terms deadlines, nor can College Life be held liable for exceeding the agreed term.
- All damage and additional costs as a result of delay due to a cause referred to in paragraph 1 are for the account and risk of the Client and will be charged to the Client by College Life.
- If the Client must give approval, College Life is entitled to suspend the execution of the Agreement until the moment that the Client has given its approval.
- College Life makes every effort to provide the services within the agreed term, insofar as this can reasonably be expected of it. In the event of urgency, the Client is obliged to reimburse College Life for the additional costs involved.
- College Life makes every effort to deliver the Service as much as possible in accordance with the Offer.
- College Life has the right to sign all Content designed and / or developed by it, or to provide it with attribution, unless explicitly agreed otherwise. It also has the right to use all its designs, designs and all items on which its intellectual property rights rest for its own promotion and / or publicity without obtaining (prior) explicit permission from the Client.
Article 11 Additional activities and changes
- If during the execution of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the request of the Client to achieve the desired result of the Client, the Client is obliged to pay for this additional work according to the agreed rate in the Agreement. College Life is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this and / or refer it to an authorized third party.
- If the additional activities are the result of negligence on the part of College Life, College Life has made an incorrect estimate or could reasonably have foreseen the relevant activities, these costs will not be passed on to the Client.
Article 12 Social Media Advertisements
- College Life offers the possibility to set up advertisements (campaigns) for social media. College Life may impose further conditions and / or requirements on the content of these advertisements. If the content of the texts supplied by the Client is in conflict with any legal provisions or regulations, or is contrary to what is appropriate in society, College Life has the right to refuse these texts.
- College Life does not guarantee results regarding the social media campaign. College Life only applies a certain strategy. This is no guarantee for future results.
- If College Life sets up a social media campaign on behalf of the Client, the Services to be performed will be clearly recorded in writing. The Client can supply Content and / or information for this purpose.
- If agreed, the Client must first agree before the advertisement will be further drawn up and / or placed.
- The budget for the social media campaign is determined by the Client and must be paid directly to the relevant third party.
- The execution of social media advertisements is further dependent on guidelines, rules and policies of third parties such as Facebook. The Services are performed by College Life with due observance of the restrictions set by the relevant third parties.
Article 13 Delivery or completion
- All delivery periods stated by College Life are never strict deadlines. College Life will deliver the works to be developed if, in its professional opinion, they meet the specifications of the Client. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided all requested information on time, does not sufficiently cooperate, the (down) payment has not been received by College Life on time or due to other circumstances, which are at the expense and risk of the Client, if a delay has arisen, College Life is entitled to a reasonable extension of the delivery / completion period.
- In the event of a phased implementation, or if the Client is required to give approval, College Life is entitled to suspend the implementation of the Agreement or delivery period until the moment that the Client has given its approval. The Client must then evaluate and approve or reject the work delivered up to that point within 48 hours of the first version. If the Client does not reject the work delivered within this period, the work is deemed to have been accepted and the assignment or that part of the assignment is considered to be completed. The Client is not entitled to base an approval or rejection at a later stage on aspects that have already been approved by him at an earlier stage.
- The approval referred to in the previous paragraph shall not be withheld from the Client on unreasonable grounds, including in any case:
- Reasons not related to the agreed specifications;
- Reasons that can only be assessed subjectively
- The Client is only entitled to a limited number of revision rounds, which are determined in consultation in the Agreement.
- If changes must be made to the work after the (partial) delivery, whether or not at the request of the Client, which have not been previously agreed in writing, the changes must be made on the basis of a new assignment.
- College Life makes every effort to provide the services within the agreed term, insofar as this can be reasonably expected of it. In case of urgency, the Client is obliged to pay the associated compensation.
- If the start, progress, delivery or completion of the work is delayed because, for example, the Client has not provided all requested information or has not provided sufficient cooperation, the (down) payment has not been received on time by College Life or by others circumstances, which are for the account and risk of the Client, College Life is entitled to a reasonable extension of the delivery / completion period. All agreed delivery terms are never strict deadlines. The Client must give College Life written notice of default.
- All damage and additional costs as a result of delay due to a cause referred to in paragraph 7 are for the account and risk of the Client and can be charged to the Client by College Life.
- When reference is made to working days, this is understood to mean all (workable) calendar days with the exception of recognized national holidays and weekends.
- The Client has an independent responsibility for the management, use and maintenance of the goods made and / or delivered or completed by College Life.
- After completion, the work is at the risk of the Client. It will therefore continue to owe the price, regardless of the destruction or deterioration of the work due to a cause that cannot be attributed to the contractor.
- College Life is not liable for defects that the Client should reasonably have discovered at the time of delivery, except in the case of willful recklessness on the part of College Life.
- College life is entitled to delivery and / or execution of the work in parts, whereby each partial delivery and / or partial performance can be invoiced separately.
Article 14 Prices and payment
- All prices are in principle exclusive of turnover tax (VAT), unless otherwise agreed.
- College Life performs its Services in accordance with the agreed (hourly) rate. The costs of the activities are in principle determined in advance. If the work actually performed exceeds the expected costs, the costs will be adjusted afterwards on the basis of the (time) registration drawn up by College Life (subsequent calculation).
- Travel time for the benefit of the Client and travel-related costs will be charged to the Client.
- The Client is obliged to fully reimburse the costs of third parties deployed by College Life after approval of the Client, unless expressly agreed otherwise.
- Parties may agree that the Client must pay an advance. If an advance has been agreed upon, the Client must pay the advance before commencing the performance of the services.
- The Client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
- College Life is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they have been explicitly laid down in the Agreement.
- The Client must pay these costs all at once, without settlement or suspension, within the specified payment term of 30 days as stated on the invoice to the account number and details of College Life.
- In the event of liquidation, insolvency, bankruptcy, involuntary winding-up or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
Article 15 Collection policy
- If the Client does not fulfill his payment obligation and has not fulfilled his obligation within the specified payment term, the Client will be in default by operation of law.
- From the date that the Client is in default, College Life will, without further notice of default, be entitled to the statutory commercial interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
- If College Life has incurred additional or higher costs which are reasonably necessary, these costs are eligible for reimbursement. The integral judicial and execution costs incurred are also at the expense of the Client.
Article 16 Privacy, data processing and security
- College Life handles the (personal) data of the Client with care and will only use them in accordance with the applicable standards. If requested, College Life will inform the person concerned about this.
- The Client is responsible for the processing of data processed using a College Life service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies College Life against any (legal) claim related to this information or the performance of the Agreement.
- If College Life is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs are not unreasonable.
Article 17 Suspension and termination
- College Life has the right to retain the data, data files and additional data it has received or realized if the Client has not yet (fully) fulfilled his payment obligations. This right remains in full force if a valid reason for College Life arises, which justifies suspension in that case.
- College Life is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
- In that case, College Life is not liable for damage, on whatever grounds, as a result of the suspension of its activities.
- The suspension (and / or dissolution) does not affect the Client's payment obligations for work already performed. In addition, the Client is obliged to compensate College Life for any financial loss that College Life suffers as a result of the Client's default.
Article 18 Force majeure
- College Life is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
- Force majeure on the part of College Life is in any case understood to mean, but is not limited to: (i) force majeure on the part of suppliers of College Life, (ii) failure to properly fulfill obligations of suppliers imposed by the Client or its third parties prescribed or recommended to College Life, (iii) inadequacy of software or any third parties involved in the execution of the service, (iv) government measures, (v) failure of electricity, internet, data network and / or telecommunication facilities, (vi) illness of employees of College Life or advisers engaged by it and (vii) fire (viii) other situations that, in the opinion of College Life, fall outside its control that temporarily or permanently impede the fulfillment of its obligations.
- In case of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred before the termination of the Agreement will in that case be paid by the Client. College Life is not obliged to compensate the Client for any losses caused by such a withdrawal.
Article 19 Limitation of Liability
- If any result that is laid down in the Agreement is not achieved, a shortcoming on the part of College Life will only be deemed to exist if College Life has expressly promised this result when accepting the Agreement.
- In the event of an attributable shortcoming on the part of College Life, College Life is only obliged to pay any compensation if the Client has given College Life notice of default within 14 days after discovery of the shortcoming and College Life subsequently has not received this shortcoming within a reasonable period. The notice of default must be submitted in writing and contain such an accurate description / substantiation of the shortcoming, so that College Life is able to respond adequately.
- If the provision of Services by College Life leads to liability of College Life, that liability is limited to the total amount that is invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is the result of intentional recklessness on the part of College Life. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determine the cause of damage, direct damage, liability and the manner of recovery.
- College Life explicitly excludes all liability for consequential damage. College Life is not liable for indirect damage, business interruption, loss of profit and / or loss, missed savings, damage due to business interruption, capital losses, loss due to delay, interest damage and immaterial damage.
- The Client indemnifies College Life against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and which also consisted of Services provided by College Life, unless the Client can demonstrate that the damage was exclusively caused by the College Life service.
- Any advice provided by College Life on the basis of incomplete and / or incorrect information provided by the Client is never grounds for College Life's liability.
- The content of the advice provided by College Life is not binding and only advisory in nature. The Client decides himself and on his own responsibility whether he will follow the proposals and recommendations of College Life mentioned therein. All consequences arising from the follow-up of the advice are at the expense and risk of the Client. The Client is at all times free to make his own choices that deviate from the advice provided by College Life. College Life is not bound by any form of refund if this is the case.
- If a third party is engaged by or on behalf of the Client, College Life is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice drawn up) of the third party engaged by the Client in College Life's own advice.
- College Life does not guarantee the correct and complete transmission of the content of and e-mail sent by / on behalf of College Life, nor the timely receipt thereof.
- All claims of the Client due to shortcomings on the part of College Life will lapse if they have not been reported to College Life in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, College Life's liability expires.
Article 20 Confidentiality
- College Life and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. The confidentiality does not apply if the information in question is already public / generally known, the information is not confidential and / or the information has not been disclosed to College Life by the Client during the Agreement and / or has been obtained by College Life in some other way.
- In particular, secrecy pertains to advice, reports, designs, working methods and / or reports drawn up by College Life regarding the Client's assignment. The Client is expressly prohibited from sharing the content thereof with employees who are not authorized to take note of it and with (unauthorized) third parties. Furthermore, College Life always exercises the required care in handling all business-sensitive information provided by the Client.
- If College Life is obliged on the basis of a statutory provision or a court decision to (also) provide the confidential information to a third party designated by law or competent court or designated third party and College Life cannot invoke a right of non-disclosure, College Life is not obliged to pay any compensation and does not give the Client any grounds for dissolution of the Agreement.
- The transfer or dissemination of information to third parties and / or publication of statements, advice or productions provided by College Life to third parties requires the written permission of College Life, unless such permission has been expressly agreed in advance. The Client will indemnify College Life against all claims of such third parties as a result of reliance on such information that has been disseminated without the written consent of College Life.
- The obligation of confidentiality also imposes on College Life and the Client the third parties to be engaged by them.
Article 21 Intellectual Property Rights
- All IP rights and copyrights of College Life, including in any case, but not limited to all designs, models, reports and advice, rest exclusively with College Life and are not transferred to the Client unless expressly agreed otherwise.
- If it has been agreed that one or more of the aforementioned items or works of College Life will be transferred to the Client, College Life is entitled to conclude a separate Agreement for this and to demand an appropriate monetary compensation from the Client. Such a fee must be paid by the Client before it obtains the relevant goods or works with the IP rights attached to them.
- The Client is prohibited from disclosing and / or multiplying, changing or making available to third parties (including use for commercial purposes) all documents and software on which the IP rights and copyrights of College Life rest without explicit prior written permission from College Life. If the Client wishes to make changes to items delivered by College Life, College Life must explicitly agree to the intended changes.
- The Client is prohibited from using the goods and documents on which the intellectual property rights of College Life rest other than as agreed in the Agreement.
- The parties will inform each other and take joint measures if an infringement of IP rights occurs.
- Any infringement by the Client of the IP rights (and copyrights) of College Life will be punished with a one-off fine of € 5,000 (in words: five thousand euros) and a fine of € 250 (in words: two hundred and fifty euros) for each day that the infringement continues.
Article 22 Indemnity and accuracy of information
- The Client himself is responsible for the correctness, reliability and completeness of all data, information, documents and / or records, in whatever form that it provides to College Life in the context of an Agreement, as well as for the data it receives from has obtained third parties and which have been provided to College Life for the implementation of the Service.
- The Client indemnifies College Life against any liability resulting from non-compliance or late fulfillment of its obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and / or records.
- The Client indemnifies College Life against all claims from the Client and third parties engaged by it or working for it, as well as from the Client's customers, based on the failure to obtain any consents required (on time) in the context of the performance of the Agreement.
- The Client indemnifies College Life against all claims from third parties arising from the work performed on behalf of the Client, including but not limited to intellectual property rights to the data and information provided by the Client that can be used in the performance of the Agreement and / or the acts or omissions of the Client towards third parties.
- If the Client provides College Life with electronic files, software or information carriers, the Client guarantees that these are free from viruses and defects.
Article 23 Complaints
- If the Client is not satisfied with the service of College Life or otherwise has complaints about the performance of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant cause that led to the complaint report. Complaints can be reported verbally or in writing via [email protected] with the subject "Complaint".
- The complaint must be sufficiently substantiated and / or explained by the Client if College Life is to be able to deal with the complaint.
- College Life will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
- The parties will try to find a solution together.
Article 24 Applicable law
- The legal relationship between College Life and the Client is governed by Dutch law.
- College Life has the right to change these general terms and conditions and will inform the Client of this.
- In the event of translations of these general terms and conditions, the Dutch version will prevail.
- All disputes arising from or as a result of the Agreement between College Life and the Client will be settled by the competent court of the Rotterdam District Court, location Rotterdam, unless mandatory provisions of law designate another competent court.
- Controller has instructed Processor to process the personal data of its company in the context of the main agreement which is an inseparable part of this processor agreement;
- Controller designates the purposes and means for which the conditions stated herein apply;
- Processor is willing to carry out the processing and is also willing to comply with obligations regarding security and other aspects of the General Data Protection Regulation (“AVG”), insofar as this is within its power;
- Processor does not process personal data for its own purposes;
- Controller can be regarded as controller within the meaning of Article 4 paragraph 7 GDPR;
- Processor can be regarded as processor within the meaning of Article 4 paragraph 8 GDPR;
- Where Personal Data is referred to in this agreement, this refers to personal data within the meaning of Article 4 paragraph 1 GDPR;
- Parties, also in view of the requirement of Article 28 paragraph 3 GDPR, wish to record their rights and obligations in writing by means of this Processor Agreement (hereinafter (“Processor Agreement”).
Article 1 Purpose of the processing
- Processor undertakes to process Personal Data under the terms of this Processor Agreement on behalf of Controller.Processing will only take place in the context of the performance of the contract for servicesand this processor agreement within the meaning of Article 28 paragraph 3 GDPR.
- The Processor is prohibited from processing the Personal Data for a purpose other than the purpose established by the Controller.The purpose of the processingis filling positions as described and set out in the principal Agreement. To this end, the following activities are performed: identifying, recruiting and selecting the most qualified and available Candidates for a temporary or permanent vacancy at a Client and all other occurring tasks that the Controller explicitly outsources to the Processor.
- Thecategory ofdata subjects from whom the Personal Data are collected, concerns: the candidates, and / or other persons or relations of the Controller with whom the Processor comes into contact if he processes Personal Data for the benefit of the Controller.
- The category of personal data that are processed are:contact and name and address details, date of birthand other data for which the Controller has explicitly given permission.
5 The Processor will not process the personal data for any other purpose than as determined by the Controller. The Controller will inform Processor of the processing purposes insofar as they are not already mentioned in this Processor Agreement.
- Processor has control over the means of processing and storing the personal data.The controller is responsible for determining the purpose of the processing and must clearly record this.
- The processing will take place both manually and (semi) automatically.
- Thepersonal datato be processed on the instructions of the Controller remain the property of the Controller and / or the relevant data subjects.
Article 2 Duration of the agreement
- This agreement takes effect after signing the agreement and has been entered into for the duration of the main agreement.
- This agreement cannot be terminated prematurely.
- Changes to this agreement as a result of changes in any underlying contract for services, legislation or regulations or other relevant circumstances are only legally valid if they are added to the Processor Agreement after consultation and with the express consent of the parties.
- This agreement ends by operation of law if the Main Agreement ends.
- As soon as the agreement has been terminated, for whatever reason and in any way, the Processor will - at the discretion of the Controller - return all Personal Data present with it in original or copy form to the Controller and / or remove these original Personal Data and any copies thereof and / or destroy it within a maximum period of 28 days. Any costs associated with this will be borne by the Processor.
- The confidentiality, liability and dispute resolution provisions will remain in full force and effect after termination of this Agreement.
Article 3 Obligations Processor
- Processor is obliged to comply with the conditions set for the processing of Personal Data on the basis of applicable laws and regulations, in particular the AVG and the GDPR Implementation Act.
- The Processor is prohibited from enriching its own database (s) and / or files with any (personal) data from the database (s) of the Controller, except in the event that the Processor submits temporary database (s) and / or files to for the proper processing of the Personal Data.The temporary files are immediately deleted from the moment these temporary files are no longer needed for processing.
- The Processor will inform the Controller at its first request about the measures it has taken with regard to its obligations under this Processor Agreement.
- If the Controller gives instructions with regard to the processing of Personal Data to the Processor, the Processor must follow these instructions to the extent necessary for correct processing, except in the event that these instructions are in conflict with laws and regulations and any applicable professional and rules of conduct. Only Controller is authorized to give its exclusive opinion on this.
- All obligations resting on the Processor also apply to the persons who process Personal Data under the authority of the Processor (after express permission from the Processor), including the employees of the Processor and the third parties engaged by it.
- Processor is responsible for ensuring that only employees and / or third parties have access to the personal data for which access is necessary for the execution of the agreement.The employees and / or third parties work under the responsibility of the Processor.
- Controller only has limited access to the Personal Data at Processor.The Processor is obliged to cooperate at the first request of the Controller with regard to access, audits and / or inspections.
- This agreement is not transferable, unless expressly agreed otherwise.
Article 4 Transfer of personal data
- Without the written consent of the Controller, the Processor will not have any Personal Data processed by or on behalf of the Processor or a sub-processor engaged by it, in connection with the performance of the Agreement, transferred to or made accessible from countries or international organizations of which the European Commission has not yet decided that these guarantee an adequate level of protection in accordance with the applicable privacy regulations. Articles 44 to 50 of the GDPR are complied with at all times. At the first request of the Controller, the Processor provides insight into the location (s) where the processing takes place.
- If the Processor intends to process Personal Data by a country or international organization for which the European Commission has not yet given its consent, the Processor will inform the Controller in writing of this intention.Transfer of Personal Data to another country also includes making the personal data accessible from (an entity in) such another country.
Article 5 Responsibility of the Processor
- Processor will perform the activities for the Controller in the context of this agreement as referred to in article 1.2 of this agreement as well as the other activities as laid down in the Main Agreement.
- Processor is responsible for the processing of the Personal Data under this Processor Agreement in accordance with theinstructionsof 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 to the Processor by the Controller and processing by third parties and / or for other purposes is the Processor also responsible.
Article 6 Third parties
The activities of the Processor can only be outsourced to third parties after the explicit prior consent of the Controller. The Processor guarantees these third party(ies) and is personally responsible and liable for damages for all damage caused to the Controller by third party(ies). All obligations under this agreement also apply to these third parties, the (sub-processor).
Article 7 Security measures Personal data
- Processor makes every effort to take sufficient and appropriate organizational and technical measures against any form of unlawful processing with regard to the processing of the Personal Data to be carried out by it.
- The security level of the measures must at least meet a level that is not unreasonable in the context of the associated costs, sensitivity of the relevant Personal Data as well as the state of the art and risks.Processor guarantees that the security measures it has taken are effective at all times, under all circumstances.In consultation the parties can take other additional or further security measures.
- The processor has its own responsibility to inform itself and / or its employees and third parties engaged by it of all protocols, the (security) policy and other instructions that enable and promote safe processing.
- Processor is responsible and liable for its part of the processing.
- If there is a breach in the security of the Personal Data, which can cause damage or have adverse consequences for the protection of the Personal Data, the Processor, the Controller must immediately inform, at least without unreasonable delay, but within 24 hours after the Processor has reasonably notified of this. The controller will then inform the Dutch Data Protection Authority and any parties involved as soon as possible about the breach within 48 hours.
- The aforementioned notification to the Controller must contain the necessary information so that the Controller can send the notification to the Dutch Data Protection Authority more quickly or have it tested whether the infringement is subject to a notification requirement.
- Pursuant to the Processor's reporting obligation, the notification of an infringement must consist of at least the following components:
- the nature of the infringement in relation to personal information, which may include categories of data subjects and personal data in question and the approximate number of people involved and personal records in question;
- the name and the contact information of the staff member for data protection , or a different contact point where more information can be obtained;
- the likely consequences of the personal data breach;
- the measures proposed or taken by the processor to the breach of personal data on to tackle, including, in appropriate cases, the measures for restriction of any adverse effects thereof.
- Controller and Processor must each keep a register of all infringements in accordance withArticle33 paragraph 5 GDPR. Processors must document all violations, by including of the facts concerning the breach of Personal Data, the consequences and the corrective measures taken. At the first request of the Controller, the Processor will allow the Controller to inspect this.
- If a breach of the security of the Personal Data has occurred at the Processor, the Processor is obliged to take appropriate measures at its own expense to prevent future incidents and / or breaches.
Article 8 Confidentiality
The Processor and its employees, as well as the third party or third parties engaged by the Processor, are obliged to maintain the confidentiality of all personal data, sensitive information and / or company data obtained through this agreement. The duty of confidentiality does not apply if the Controller has given explicit and written permission to the Processor to share this data and information with third parties, or if there is a legal obligation to provide the data and information to a third party. After expiry of this agreement, the parties remain obliged to observe this obligation of confidentiality.
Article 9 Rights of data subjects
- In the event that the Processor receives a request for access from a data subject or a competent authority, the Processor will process this request as soon as possible, but no later than 5 working days.If it is not possible to process the request yourself, the request will be forwarded to the Controller within 4 days.If requested, the Processor must cooperate in the execution of the request. The costs that the Processor must incur for the benefit of the cooperation are for the account of the Processor.
- The provisions of Article 9.1 apply mutatis mutandisif a data subject wishes to assert other rights such as their right to rectification, data erasure, right to restriction of processing, right to data portability, right to object and rights in theevent of automated individual decision-making, as laid down in Sections 3 and 4 of the General Data Protection Regulation.
Article 10 Audit
- Controller can have an expert check compliance with this processor agreement after it has become apparent that the reports of the Processor's inspection by the Controller have been found to be insufficient (no or insufficient clarity about compliance with the processor agreement by the Processor) and the content of these reports justifies control.
- Controller may have an inspection carried out at Processor once a year.Processor will be informed of this at least one month in advance, so that it can inform its suppliers about this and further agreements can be made with regard to the audit.
- Processor is obliged to cooperate with the check and will make all relevant information available as soon as possible, but no later than 14 calendar days after the request for information has been received by Processor.Processor can be granted a maximum of one month delay to still supply the information.If such circumstances arise, the Processor must provide the requested data within such a period that it is received in time and in full in the context of any (summary proceedings) procedure.
- The findings of the audit are discussed by the parties and, if desired, implemented by one or both parties jointly.
- The controller bears the costs of the check.If after inspection it appears that some adjustments are necessary in the security measures of the Processor, the full costs of the security measures (to be taken) will be borne by the Processor.By initialling and signing this Processor Agreement, Processor declares to agree to this.
Article 11 Liability
- Processor is responsible for the processing of the Personal Data and guarantees that the processing is lawful and does not infringe the rights of data subjects.The Processor is liable for all damage as a result of acts and / or omissions or non-compliance with laws and regulations by the Processor.
- Processor is liable for both direct and indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, business interruption of the Controller and / or damage as a result of claims from data subjects and / or third parties.
- Without prejudice to the provisions of this article, the Processor is liable for the damage caused by the processing, if during this processing the obligations of the GDPR specifically addressed to the Processor have not been complied with or if the lawful instructions of the Controller are violated.
- Processor is not liable for the damage if it can demonstrate that it is in no way responsible for the damage-causing fact.
Article 12 Indemnity
- The Processor indemnifies the Controller against claims, fines and / or penalties from or on behalf of the Dutch Data Protection Authority and / or other authorities, whereby it has been established that the violations fall under the responsibility of the Processor.
- The Controller can recover the imposed fines and / or periodic penalty payments from the Processor if it can be held responsible for the violations.
Article 13 Dispute settlement
- This agreement is governed by Dutch law.
- All disputes arising between parties arising from or related to or relating to this processor agreement will be settled by the competent court in the place of business of the Controller.