General conditions DPO Consultancy
ARTICLE 1 DPO CONSULTANCY B.V.
DPO Consultancy B.V. (“DPOC”) is a private limited liability company founded under Netherlands legislation that is active in the field, amongst others, of the implementation of GDPR and the provision of products/services to let organizations operate in compliance within the framework of this regulation. The corporation is established in ‘s-Hertogenbosch.
ARTICLE 2 APPLICATION GENERAL CONDITIONS
1. These general conditions are applicable to all assignments granted to DPOC, including any follow-up, modified, or additional assignment.
2. These general conditions are not only effective vis-a-vis DPOC, but also apply for the benefit of the administrators of DPOC, its employees, as well as for the benefit of all other (auxiliary) persons involved in the implementation of the assignment and/or those who may be subject to any liability in connection therewith.
ARTICLE 3 LIABILITY
1. Any liability of DPOC is limited to the amount that is disbursed in the relevant case by its liability insurer. Liability is limited in all cases to direct damage. Liability for indirect damage is excluded under all circumstances. By indirect damage is intended, among other things, consequential damage, loss or profit, missed savings, reduced goodwill, damage due to operational stagnation, damage as a result of third-party claims against client, as well as damage as a result of levies or fines imposed by third parties, all in the widest possible sense of the term.
2. If for whatever reason no disbursement were to be carried out by the insurer referred to in the section above, any liability is limited to an amount of € 5,000, or, if the fee billed in total by DPOC in the year preceding the liability claim to the client is higher than € 5,000, to that amount, such however with a maximum of € 10,000.
3. The exclusions and limitations included in the preceding sections come to lapse if and to the extent the damage is the result of the willful intent or deliberate recklessness of the management of DPOC.
4. A claim for the compensation of damage lapses in any case if DPOC is not informed of the claim in writing within one year following the discovery of an event or circumstance that provides or may provide grounds for liability.
5. DPOC is not bound to compensate any damage as long as the client is negligent with compliance with any obligation toward DPOC.
ARTICLE 4 SERVICES AND PAYMENT
1. Unless established otherwise, the fee falling to DPOC will be calculated on the basis of the number of hours worked multiplied by the hourly rate to be determined by DPOC. All amounts are in euros and exclusive of VAT. Unless established otherwise or specified differently below, a payment term applies of 14 days following invoice date.
2. It is permitted to the customer of DPOC to intermediately terminate a contract regarding the services mentioned in this article that is adopted for a fixed term. In that case, the customer, however, remains obligated to settle the full amounts established on the basis of the entire contract period, all matters within the same terms as established in the contract.
3. For consultancy activities it applies that the activities in principle are billed to the client monthly, to be calculated from the date of the bill.
4. For training procured by DPOC it applies that the entire sum must be paid before the start of the last day of training.
5. For the purchase of E-Learning services, invoicing is done per E-Learning user per year. This amount must be paid in full beforehand. The user may exclusively deploy the service for own use and it is not permitted to the user to share this service with third parties.
6. For activities such as Data Protection Representative invoicing by DPOC will be done annually. Payment of the entire amount must occur prior to the start of the activities.
7. For the conducting of assessments and audits, DPOC will invoice half of the fee before the start of the activities. After delivery of the activities, DPOC will invoice the remaining half.
8. For the service DPO-as-a-Service, a standard contract term applies of 36 months after which the contract will be tacitly extended each time by a duration of one year, unless the contract will be cancelled no later than 2 months before the end of the duration effective at that time of the contract in writing. In case of DPO-as-a-Service, invoicing is done monthly in advance. Any possible additional work is invoiced on the basis of post-calculation.
9. DPOC is authorized at all times to demand the settlement in advance of a down payment in connection with the activities to be conducted by them.
10. The expenses paid by DPOC for the benefit of the client will be billed separately.
11. A duration for an unlimited time applies in case of any form of a service as a subscription. In such case, the contract can be cancelled with due regard for a notice period of 4 months. For the service DPO-as-a-Service the notice period applies as described under point 8 of this article.
12. DPOC has the right to annually index its rates for all its services and activities with an increase of at least 3%. If the annual CBS-index indicates a higher rate than 3%, such percentage is applied.
13. DPOC will exert itself to the best of its abilities to carry out its tasks in accordance with the arrangements made.
ARTICLE 5 MISCELLANEOUS
1. DPOC exclusively carries out assignments for the benefit of client. Third parties cannot derive any rights from an assignment, from the content of conducted activities, and from the manner in which the assignment has been implemented or not. Otherwise than with the express prior written consent of DPOC it is not permitted to transfer the rights from an assignment, under any title whatsoever, to third parties.
2. The applicability of purchasing or other conditions of customer is expressly rejected.
3. Additions and derogations to these general conditions only apply if they have been established in writing between parties.
4. Were a provision in these general conditions to be void or annulled then all other provisions remain effective. In that case, parties enter into consultations to establish new provisions that are in line as much as possible with the void or annulled provisions.
5. To the agreements concluded between DPOC and its client and to any possible further agreements concluded for the implementation of those agreements, Netherlands legislation is exclusively applicable.
6. Any possible disputes arisen between client and DPOC will exclusively be submitted for settlement to the competent court of law of the district of Oost-Brabant.