General Terms and Conditions and Processor Agreement

Version 3.0

General terms and conditions of sale and delivery of the private company Tagnet B.V., established in Amsterdam.
These terms and conditions have been filed with the Chamber of Commerce in Amsterdam.

A. General provisions:

Article 1: General

In these terms and conditions, the private company Tagnet B.V. referred to as “Tagnet”.

Article 2: Applicability; battle of forms; deviations

  • 1. All services provided by Tagnet , even those that may not be part of its actual business operations, are subject to the following general terms and conditions. In the event of conflict between these general terms and conditions and those of a counterparty of Tagnet , the general terms and conditions of Tagnet will prevail, unless Tagnet agrees in writing to the application of the terms and conditions of the counterparty, including purchasing conditions.

  • 2. The person who has contracted Tagnet is deemed to have agreed to the applicability of these conditions in any subsequent agreements.

  • 3. Agreements and commitments that deviate from these terms and conditions are only valid for Tagnet Group if Tagnet Group has explicitly confirmed those agreements and commitments in writing.

Article 3: Quotations

  • 1. Quotations, prices and conditions are always without obligation. Changes therein are not binding on Tagnet , unless confirmed by it in writing. Tagnet is always entitled to increase prices due to increased costs.

  • 2. Tagnet provides information in its offers to the best of its knowledge and ability, without the other party being able to derive any rights from this.

Article 4: Agreement

  • 1. An agreement is only perfect when Tagnet has accepted and/or confirmed an assignment and/or an amendment to an assignment in writing. In the case of sales from stock, the invoice may replace the written acceptance and/or confirmation.

  • 2. An agreement is also perfect without a written acceptance and/or confirmation when Tagnet has started the execution of an assignment or an amended assignment.

  • 3. Agreements with or commitments made by representatives of Tagnet or other employees who are not authorized to commit Tagnet are not binding on Tagnet , unless Tagnet has confirmed those agreements or commitments in writing and/or has commenced its obligations under to implement it.

  • 4. Tagnet always accepts an assignment on the condition that the creditworthiness of its counterparty is sufficiently apparent from the information obtained.

Article 5: Tariffs

  • 1. The tariff is calculated excluding turnover tax, disposal fee, packaging, installation, assembly, connection and transport.

  • 2. Price increases that occur after the conclusion of an agreement and before Tagnet has fulfilled its obligations under it, will be passed on and will therefore increase the agreed price. Tagnet is also authorized to pass on charges if it has been agreed with the other party that the price will be fixed, without this leading to cancellation of the order issued by the other party.

Article 6: Delivery times

  • 1. Tagnet expressly indicates the term for delivery of sold goods and/or other services, including installation work of equipment and network, only approximately and subject to the condition that no interim changes are made to the assignment or that they are due to force majeure. cannot meet its obligations. The specified periods can therefore never be regarded as strict deadlines, unless expressly agreed otherwise in writing. Exceeding the indicated term of delivery does not entitle the other party to the application of payment conditions other than those stated in these conditions, or suspension, discount, compensation and/or cancellation of the order.

  • 2. In the event of late delivery of sold goods and/or other services, Tagnet must therefore be given written notice of default before its default commences. This default in itself only takes effect after 30 working days have passed after such a notice of default has reached Tagnet and it has still not fulfilled its obligations after the expiry of that period.

Article 7: Force majeure

  • 1. In cases of force majeure, Tagnet’s obligations under an agreement will be suspended for such a period as the force majeure situation lasts, without any other party having any claim against Tagnet in connection therewith.

  • 2. If Tagnet continues to be prevented from fulfilling its obligations under an agreement in full or in part after 90 days after it has informed its counterparty in writing about the existence of that force majeure situation, it and its counterparty have the right to cancel the agreement in writing insofar as which had not yet been performed, without one of the parties owing compensation of any kind whatsoever to the other party with regard to the canceled part of the agreement.

  • 3. Cancellation does not entitle the other party to a refund of payments made by it to Tagnet for the deliveries and/or other services of Tagnet, insofar as Tagnet actually carried out those deliveries or other services until the case of force majeure arose, nor does such cancellation release it from its obligations to pay for such deliveries already made insofar as it has not yet fulfilled its payment obligations therefor.

  • 4. Force majeure is understood to mean, among other things, any circumstance independent of the will of Tagnet that prevents Tagnet from fulfilling its obligations under an agreement, even if that circumstance concerns Tagnet itself, such as staff illness, material defects, lack of raw materials. , war, riots, riots, acts of war, strikes and lockouts both within and outside the Tagnet company, delayed delivery of goods and materials ordered by Tagnet for whatever reason, transport difficulties and mechanical and other faults in the company of Tagnet. Tagnet malfunctions, including breakage in and/or failure of its machines and tools and other such incidents, are expressly included. Force majeure also includes incidents caused by persons employed by Tagnet or by auxiliary persons and/or whether or not subordinates of Tagnet within the meaning of Articles 6:76, 170 and 171 of the Dutch Civil Code, unless the latter incidents occurred by intent, negligence bordering on intent or negligence bordering on intent or gross negligence or gross negligence.

Article 8: Payments

  • 1. Payments must be made without discount, compensation or suspension within 14 days of the invoice date. This period is an expiry period, so that in the event of non-payment within that period, the other party is immediately in default without any further summons and/or notice of default being required.

  • 2. If the invoice is not paid by the due date at the latest, the other party will owe an interest of 1.5% per month from that moment on, unless the statutory interest as referred to in Article 6:119 of the Dutch Civil Code is a higher amount. In that case, the statutory interest applies as default interest. Payments always serve to pay the interest and costs owed, then to pay the due and payable invoices that have been outstanding the longest, regardless of the obligation designated by the other party at the time of payment.

  • 3. Extrajudicial and judicial costs that Tagnet has to incur in order to collect an invoice will be borne by the negligent other party. The extrajudicial costs to be borne by the other party are set at a minimum of 10% of the amounts remaining unpaid on the relevant invoice and the interest due on that at that time.

  • 4. Contrary to the foregoing, Tagnet always has the right to demand prepayment or cash payment. This applies in particular in the case of delivery of hardware and software as referred to in Article 11, paragraph 6, of these terms and conditions.

Article 9: Liability

  • 1. Tagnet’s liability in the event of default is limited to compliance with the (warranty) obligations described in these terms and conditions. Such liability only arises when the default of Tagnet is caused by intent, negligence bordering on intent or negligence bordering on intent or gross negligence or gross negligence on the part of Tagnet, persons employed by Tagnet or auxiliary persons and/or whether or not on Tagnet of subordinates, the latter two within the meaning of Articles 6:76, 170 and 171 of the Dutch Civil Code.

  • 2. Tagnet is under no circumstances obliged to pay more compensation than provided for in these terms and conditions and covered by its liability insurer. In particular, Tagnet is not liable for damages with regard to damage to and/or caused by software, trading loss, delay in the execution of the delivery and with regard to claims for damages that third parties may incur as a result of any attributable shortcoming of Tagnet on Tagnet or on enforce the other party. Should such a third party nevertheless sue Tagnet for such a shortcoming, the other party will indemnify Tagnet against those claims.

Article 10: Applicable law; choice of forum

  • 1. All transactions of Tagnet are governed by Dutch law.

  • 2. The court in Amsterdam has exclusive jurisdiction over any other court to hear all disputes arising from or related to agreements and transactions governed by these terms and conditions, unless the law prescribes a different court or Tagnet chooses a different court judge.

Article 11: Location and change conditions

  • 1. These terms and conditions have been filed with the Chamber of Commerce. The conditions are also stated on the website: www.tagnet.nl

  • 2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship between the parties always applies.

  • 3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

  • 4. Tagnet is entitled to unilaterally change these General Terms and Conditions. In that case, Tagnet will inform the other party of the changes in a timely manner. If the other party is a natural person who does not act in the exercise of a profession or business, and the change results in a performance being provided to the other party that differs substantially from the original performance, this other party has the authority to dissolve the agreement. as of the date on which the amended terms and conditions come into effect.

B. Special provisions:

I. Sale and Delivery:

Article 12: Delivery

  • 1. Delivery takes place:
            a. if the sold goods are collected by or on behalf of the other party: by taking receipt of those goods;
            b. in case of shipment via a professional carrier or a means of transport of the Tagnet: by delivery at the home or warehouse of the other party;

  • 2. If the other party cannot yet use the material, delivery will take place by written notification from Tagnet that the material is ready for immediate receipt and/or dispatch at Tagnet or at its supplier. This can also be done for part of the material if the other part has already been delivered to the other party.

  • 3. From the delivery referred to above in paragraph 1 and/or the notification referred to above in paragraph 2, the other party bears the entire risk of damage and/or loss of the delivered goods, regardless of the cause.

  • 4. When part of an order is ready, Tagnet can, at its option, deliver this part or wait until all the ordered items are ready. In case of delivery in parts at Tagnet’s choice or in case of delivery in parts according to agreement, each delivery is deemed to form a separate agreement. This means, among other things, that Tagnet is entitled to payment for the delivery in question and the other party cannot go back after acceptance of the delivery.

  • 5. Delivery, as referred to in paragraphs 1 and 2, does not imply transfer of ownership.

  • 6. If hardware and software are delivered, they will only be transferred after the other party has fulfilled its payment obligations under the transaction in question.

Article 13: Insurance

  • 1. After the delivery, as referred to in Article 11, has taken place, the other party is not only liable towards Tagnet for any damage to the delivered goods from whatever cause, but also for all damage caused by and with the material and which Tagnet is liable for. indemnify against all claims of third parties in this regard. This is subject to exception insofar as the damage is caused by Tagnet and/or its personnel.

  • 2. The other party must take out proper insurance with regard to its liability, as long as the goods have not passed into its ownership in accordance with Article 13 referred to below.

Article 14: (Extended) retention of title; ownership transfer

  • 1. The ownership of goods delivered by Tagnet does not transfer to the other party until the other party has paid all invoices for goods delivered or still to be delivered and work performed or still to be performed for its benefit in connection therewith. The same applies to Tagnet’s claims against the other party due to its failure to comply with such agreements.

  • 2. The other party may not alienate, rent out, lend, or in any way or under any title take the goods to which Tagnet has property rights pursuant to the (extended) retention of title regulated by the previous paragraph, outside its business or by any agreement. or act provide third parties with a right of pledge or any other security right in the broadest sense of the word.

  • 3. This (extended) retention of title nevertheless does not affect the other party’s right to sell and/or use the goods within the normal course of its business.

Article 15: Software

Tagnet supplies software that is not its property on the basis of a license and warranty from the software supplier. Tagnet supplies the relevant license if necessary. The other party is obliged to comply with the relevant license provisions. Tagnet is never responsible for the licensing policy and only works with official licenses.

Article 16: Default; dissolution; retrieve; early due date

If, for whatever reason, the other party fails to meet its payment obligations as described above in Article 8, paragraph 1, requests suspension of payment, is declared bankrupt, dies or if the other party is a company that company is dissolved, or violates the prohibitions referred to above under 13, paragraphs 2 and 3, Tagnet has the right to dissolve any agreement with the other party out of court and to reclaim all goods delivered by it as its property, after deduction of any already paid to it, or to recover only those items that have not yet been paid for at that time, without prejudice to Tagnet’s right to demand compensation for any loss or damage. If one of the cases referred to in the previous sentence occurs, all claims that Tagnet has against the other party will become immediately and immediately due and payable, even if less than 14 days have elapsed since the relevant invoice.

Article 17: Guarantees; commercials

  • 1. In cases in which Tagnet acts as an intermediary, it provides a guarantee on the goods sold and delivered by it if and insofar as it receives a guarantee from its suppliers. The other party is deemed to be aware of those factory guarantees. In addition, Tagnet has no warranty obligations whatsoever.

  • 2. Contrary to and/or addition to the provisions of the previous paragraph, complaints relating to damage and defects to a shipment received by the other party must be submitted in writing to Tagnet within four working days after the delivery date and must be included on the consignment note. are registered. In the absence thereof, any right to claim in this regard will lapse.

  • 3. If the complaint concerns material and construction defects that can only become apparent during use or for which, according to trade custom, inspection is not usually carried out immediately after receipt of the goods, the complaint can still be made valid within ten working days after the defect in the the other party has become apparent or could reasonably have become apparent, but never after the warranty period of the relevant manufacturer has expired. This regulation deviating from paragraph 2 cannot be invoked if the other party could have established the defect by means of a simple random check within the term referred to in that article.

  • 4. In the event of a justified complaint, Tagnet is obliged to replace or repair it at its own discretion. Complaints are not possible with regard to goods (already) delivered by the other party.

  • 5. Defects in part of the delivered goods do not entitle the other party to reject or refuse the entire batch.

  • 6. When the other party has disposed of the goods, even after a complaint has been made, any right to complain and any authority to assert a claim in connection therewith lapses. The same applies in cases in which the other party itself carries out changes or repairs to the goods or has them carried out or the goods are used for purposes other than normal business purposes or have been handled and/or maintained in an improper manner.

  • 7. Acceptance by Tagnet of timely submitted complaints does not mean that those complaints will be honored and/or any liability will be acknowledged. If a complaint, whether or not received within the designated period, is met or not partially met, this compensation is completely voluntary, so that the other party cannot derive any acknowledgment of liability from it or derive any right from it.

  • 8. A complaint does not entitle the other party to dissolve the purchase agreement or to suspend its payment obligations. A complaint with regard to a delivery does not affect settlement and payment of deliveries already made or to be made.

II. Delivery of services:

Article 18: Execution

  • 1. If the performance to be delivered consists or partly consists of services, Tagnet will perform these services to the best of its knowledge and ability.

  • 2. Delivery of the performance takes place upon completion of the service by means of making it available to the other party. The risk of damage, loss of data or destruction of the performance is transferred to the other party upon this provision.

  • 3. If it has been agreed that the services will be provided in phases, Tagnet has the right to suspend the performance of the services belonging to a subsequent phase until the other party has accepted the deliveries in the previous phase(s) in writing.

  • 4. Tagnet is always entitled to payment for its performances when delivery within the meaning of paragraphs 2 and 3 has taken place.

Article 19: Installation work

  • 1. Tagnet supplies and installs a network to be developed in accordance with written specifications if this has been agreed in writing.

  • 2. If an acceptance test has been agreed in writing, the test period is fourteen (14) days after delivery or, if an installation to be carried out by Tagnet has been agreed, after completion thereof. The other party is not allowed to use the network for productive or operational purposes during the test period.

  • 3. The network is considered accepted between the parties if:
            a. no acceptance test has been agreed between the parties: upon delivery or, if installation by Tagnet has been agreed, upon completion of that installation;
            b. an acceptance test has been agreed in writing between the parties: on the first day after the test period;
            c. Tagnet receives a test report before the end of the test period as referred to in paragraph 4: at the time when the errors mentioned in the test report have been corrected, without prejudice to the presence of imperfections that do not preclude acceptance according to paragraph 5.
            d. Contrary to the foregoing, the network is considered fully accepted if and as soon as the other party makes any use of it for productive or operational purposes before the moment of acceptance.

  • 4. The other party will inform Tagnet of this no later than on the last day of the test period by means of a detailed written test report if the agreed acceptance test shows that the network contains errors that impede the progress of the acceptance test. In that case, the test period will be interrupted until the network is adjusted in such a way that the impediment is removed. Tagnet will make every effort to rectify the reported error within a reasonable period of time. Tagnet has the right to introduce temporary solutions, program bypasses or problem-avoiding restrictions.

  • 5. The other party will not withhold acceptance of the network on any grounds other than those related to the specifications expressly agreed between the parties. Furthermore, acceptance of the network is not withheld due to the existence of minor errors, which are understood to mean errors that do not reasonably preclude operational and productive use of the network. All this, incidentally, without prejudice to Tagnet’s obligation to comply with its warranty obligations as referred to in Article 16 of these terms and conditions, insofar as applicable.

  • 6. If the network is delivered and tested in phases and/or parts, non-acceptance of a certain phase and/or part does not affect any acceptance of an earlier phase and/or earlier and/or other part.

Processing Agreement

Assumptions:

Tagnet processes data for and on behalf of its customers. This processing may fall under the GDPR.

Definitions:

This processing agreement refers to:

  • Personal data: data that can be traced back to a private person

  • Data subject: customers, candidates, users, etc. whose personal data is concerned

  • Processor: Tagnet

  • Responsible: the data controller, being the customer

  • Parties: Tagnet and the customer jointly

  • Agreement: contracts, agreements, obligations between Parties

Parties take into account the following:

  • Parties have an Agreement with regard to one or more ICT services. For the implementation of this agreement, the Processor may process personal data for the benefit of the Responsible Party;

  • Company data of the Responsible Party, including personal data, are made available (online) by the Processor for the purpose of a properly functioning ICT environment of the Responsible Party as laid down in the ICT services agreement;

  • This data is determined and supplied by the Responsible Party, whereby the Processor may reasonably assume that the Responsible Party has fulfilled its duty and has complied with the applicable laws and regulations regarding the GDPR;

  • The parties wish to handle the Personal Data that (will be) processed for the performance of the Agreement with due care and in accordance with the GDPR and other applicable laws and regulations regarding the Processing of Personal Data;

  • In accordance with the GDPR and other applicable laws and regulations regarding the Processing of Personal Data, the parties wish to record their rights and obligations with regard to the Processing of Personal Data of data subjects in writing in this Processor Agreement;

And agree the following:

Both parties are aware of the General Data Protection Regulation and will make joint efforts to comply with all legal requirements, in which case the parties will in any case comply with the following points:

  • 1. The processing takes place exclusively on the basis of the (written) instructions of the Responsible Party;

  • 2. The Processor never uses the data and/or personal data of the Responsible Party for its own purposes;

  • 3. Persons employed by or working for the Processor who come into contact with the relevant personal data have a duty of confidentiality;

  • 4. The processor takes appropriate technical and organizational measures so that the processing meets the requirements of the GDPR and the protection of the rights of the data subjects is guaranteed;

  • 5. The Processor helps the Responsible to comply with the obligations of the Responsible if data subjects exercise their privacy rights (such as the right of inspection, correction, oblivion and data portability). Any costs of this will be borne by the Responsible Party;

  • 6. The Processor helps the Responsible to comply with the obligations regarding the data breach notification obligation. This means that the processor immediately reports possible data breaches to the Responsible and cooperates in an investigation/analysis. The Processor does not have to report to the Dutch Data Protection Authority, this is done by the Responsible. The Processor does not charge any costs for handling possible data leaks that arise at the Processor;

  • 7. The Processor helps to comply with the obligations regarding Data Protection Impact Assessment. Any costs of this will be borne by the Responsible Party;

  • 8. The Processor cooperates in audits by the Responsible Party or a third party engaged by the Responsible Party. The Processor makes all relevant information available to check whether the Processor complies with the obligations referred to in this agreement;

  • 9. After the processing services have ended, the Processor will remove the personal data (or return it to the Responsible Party), unless it is legally obliged to keep it. This will be done as soon as possible, but in any case within four weeks after the end of the processing services;

  • 10. The Processor may not process the data at/through/with organizations and/or countries that do not offer at least as many guarantees with regard to privacy rules as the European Union, unless agreed otherwise in writing;

  • 11. Dutch law applies to this processing agreement;

  • 12. The processing takes place under the responsibility of the Responsible Party. The Processor has no control over the purpose and means of the Processing and does not make decisions about matters such as the use of Personal Data, the retention period or the provision of Personal Data to Third Parties;

  • 13. Responsible party ensures a strict security policy with regard to its own ICT environment and its security and monitors the enforcement of this policy. The Processor can advise on this under the ICT services agreement, but the Responsible Party remains responsible for compliance with this advice;

  • 14. If one or more provisions in this Processor Agreement prove to be invalid, this will not affect the validity of the other provisions in this Processor Agreement. The parties will then consult with each other to jointly draw up a new provision. This provision will be in the spirit of the invalid provision as much as possible, but then of course designed in such a way that the provision is valid;

  • 15. If one or more provisions in this Processor Agreement prove to be invalid, this will not affect the validity of the ICT Services Agreement(s) that the Controller has with the Processor;

  • 16. The Processor is not liable for damage resulting from the Controller’s non-compliance with the processing agreement, the GDPR or other laws or regulations;

  • 17. Processors are liable on the basis of the provisions of Article 82 GDPR for damage or disadvantage resulting from non-compliance with this Processor Agreement. This liability is limited to what is stated in the General Terms and Conditions;

  • 18. If the Processor fails to comply with the obligation under this Processor Agreement, the Responsible Processor can give notice of default. Notice of default is given in writing, whereby the Processor is given a reasonable period of time to still fulfill its obligations;

  • 19. Parties mutually indemnify each other against all claims from third parties (including fines from authorities) with regard to an act or omission in violation of Privacy Legislation of the other Party;

  • 20. The duration of the processing agreement is equal to the duration of the ICT services Agreement. The processing agreement cannot be terminated separately from the ICT services agreement. Upon termination of the ICT Services Agreement, the Data Processing Agreement will end by operation of law.

Data Breach Protocol

If the Processor discovers a data breach, it will notify the Responsible as soon as possible by telephone or e-mail with the following information:

  • Type of incident;

  • Date of breach, if known between (start date) and (end date), or not yet known;

  • Summary of the incident;

  • If known and the incident took place at a sub-processor, the name of the sub-processor;

  • If known, the minimum to maximum number of people involved;

  • If known, a description of the group of people involved in the breach;

  • Nature of the breach such as Read, Copy, Alter, Delete, Destroy, Theft, Not Yet Known, or Other;

  • If known what type of personal data is involved, such as telephone numbers, e-mail addresses or other addresses for electronic communication, access or identification data, financial data, or unknown;

  • If known what consequences the breach may have for the privacy of those involved;

  • Processor will describe whether and which technical and/or organizational measures have been taken or must be taken to deal with the breach and to prevent further breaches.

Sub-processors

  • The Responsible gives permission to the Processor to engage other sub-processors;

  • If the Processor engages a new sub-processor that processes personal data, the Responsible will be informed of this in writing;

  • If engaging sub-processors results in the processing of these personal data, the Processor will establish the same obligations with the sub-processor in a sub-processor agreement as in this agreement;

  • In the event of non-compliance with the obligations of the sub-processor, the Processor is still liable for the fulfillment of obligations to the Responsible.

Security

  • Processor takes appropriate technical and organizational (security) measures. When taking the technical and organizational security measures, the Processor has taken into account the state of the art, the implementation costs of the security measures, the nature, scope and context of the processing, the purposes and intended use of its products and services, the processing risks and the varying likelihood and severity of risks to the rights and freedoms of Data Subjects that could be expected given the intended use of the products and services;

  • Unless explicitly stated otherwise in the Agreement, the Processor’s products or services are not designed for the processing of special categories of Personal Data or data concerning criminal convictions or criminal offenses;

  • The Processor strives to ensure that the security measures to be taken by it are appropriate for the intended use of the product or service by the Processor;

  • In the opinion of the Responsible Party, the security measures offer a level of security that is tailored to the risk of the processing of the Personal Data used or provided by him;

  • The Processor can make changes to the security measures taken if this is necessary in its opinion to continue to offer an appropriate level of security. The Processor will record important changes and will inform the Responsible Party of those changes where relevant;

  • The Responsible may request the Processor to take further security measures. Processor is not obliged to make changes to its security measures at such a request. The Processor can charge the costs related to the changes made at the request of the Responsible Party to the Responsible Party. Only after the amended security measures desired by the Responsible have been agreed in writing and signed by the Parties, the Processor has the obligation to actually implement these security measures.

Tagnet BV

Tagnet is een ervaren IT dienstverlener met ruim 20 jaar ervaring in de omgeving van Amsterdam. Onze klanten zijn variërend van kleine tot (middel)grote ondernemingen, actief in diverse branches. Wij zijn sterk in het ontwerpen, bouwen en onderhouden van IT omgevingen, zowel online in de cloud als on-premises.

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