Terms and Conditions of Sale and Delivery

1. GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY DRAWN UP BY THE ASSOCIATION PLATFORM PROMOTIONAL PRODUCTS also referred to as Promotional Products Professionals, statutorily ESTABLISHED IN THE HAGUE and actually HAVING ITS OFFICE AT (4205 AA) GORINCHEM AT STATIONSWEG 29. Adopted during the General Meeting of 8 March 2018 and filed under number 34179289 with the Chamber of Commerce

Article 1. Definitions
• In these general terms and conditions the following terms are understood to mean:
• Purchaser: the natural or legal person who acts in the exercise of a profession or business.
• Defect: Any deviation of the Products from the Specification and any other improper functioning of the Products or services provided;
• PPP Disputes Committee: the disputes committee established by the Platform Promotional Products association;
• Delivery period: the period specified in the Agreement within which the Products must be delivered;
• Supplier: the user of these general terms and conditions, in this case the members of the Platform Promotional Products association, who has a (pre-)contractual relationship with the Purchaser;
• Order: Any order from the Purchaser to the Supplier for the delivery of Products, in whatever form;
• Agreement: any agreement concluded between Supplier and Purchaser, any amendment or addition thereto, as well as all (legal) acts in preparation and/or execution of that agreement;
• Distance contract: an agreement concluded between Supplier and Customer within the framework of an organised system for distance selling of products, digital content and/or services, whereby up to and including the conclusion of the agreement exclusive or additional use is made of one or more techniques for distance communication;
• Products: All items produced and/or delivered by or on behalf of the Supplier in execution of an Order or Agreement, as well as services to be provided by the Supplier, whether or not related thereto, including advice and creative expressions;
• Specification: The description of Products ordered by the Customer which is stated or referred to in the Order or the Agreement.
• Website: The webshop of the Supplier on which Products are offered that can be purchased by Customers.

Article 2 Applicability
• Clause 1: Unless otherwise agreed in writing, these general terms and conditions apply to all offers and quotations from the Supplier and to every Agreement between the Supplier and the Purchaser.
• Clause 2: The applicability of any general (purchase) conditions used by the Purchaser is expressly rejected by the Supplier, unless their applicability has been expressly accepted by the Supplier in writing.
• Section 3: Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Purchaser. If this is not reasonably possible, the Supplier will indicate before the distance contract is concluded in what way the general terms and conditions can be viewed at the Supplier and that they will be sent free of charge to the Purchaser as soon as possible upon request.
• Section 4: If the distance contract is concluded electronically, notwithstanding the previous section and before the distance contract is concluded, the text of these general terms and conditions may be made available to the Purchaser electronically in such a way that the Purchaser can easily store them on a durable data carrier. If this is not reasonably possible, it will be indicated before the distance contract is concluded where the general terms and conditions can be consulted electronically and that they will be sent free of charge to the Purchaser electronically or otherwise at the request of the Purchaser.
• Clause 5: If a provision in these general terms and conditions proves to be null and void, this will not affect the validity of the entire general terms and conditions. In that case, the parties will establish (a) new provision(s) as a replacement, which will give effect to the intention of the original provision as much as is legally possible.

Article 3 Offers
• Clause 1: All offers in whatever form are without obligation for Supplier and must be considered as a whole. If an offer contains a term for acceptance, this only means that the offer will in any case expire after this term.
• Clause 2: All images, catalogues, drawings and other data, such as dimensions, weights and quantities, provided with the offer are as accurate as possible. These specifications are only binding if expressly confirmed.
• Clause 3: All quotations and offers are based on performance of the Agreement under normal circumstances and during normal working hours.
• Section 4: The content of the website and the offer have been compiled with the greatest care. However, the Supplier cannot guarantee that all information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from the Supplier are therefore 'subject to .'

Article 4 The Agreement
• Section 1: The agreement is concluded at the time of acceptance by the Purchaser of the offer and compliance with the conditions set therein or after the Supplier has started the execution following statements by the Purchaser. If, due to circumstances, including the nature, size or urgency of the Order, no order confirmation has been sent, the invoice will be considered as order confirmation.
• Clause 2: If the Purchaser has accepted the offer electronically, the Supplier shall immediately confirm receipt of acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by the Supplier, the Purchaser may terminate the agreement.
• Clause 3: If an offer is accepted by the Purchaser, the Supplier has the right to revoke the offer within 3 (three) working days after receipt of the acceptance. The Supplier shall immediately inform the Purchaser of such revocation .
• Clause 4: If the agreement is concluded electronically, the Supplier shall take appropriate technical and organizational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the Purchaser can pay electronically, the Supplier shall take appropriate security measures to that end.
• Clause 5: If it appears that incorrect information has been provided by the Purchaser when accepting or otherwise entering into the agreement , the Supplier has the right to fulfil its obligations only after the correct information has been received.
• Section 6: The Supplier may, within the statutory framework, inquire whether the Purchaser can meet its payment obligations, as well as all facts and factors that are important for responsibly concluding the distance contract. If the Supplier, based on this investigation, has good reasons not to enter into the agreement, it is entitled to refuse an order or request or to attach special conditions to the execution. The Supplier who, based on the investigation, refuses the request or attaches special conditions to it, shall inform the Purchaser of this as soon as possible, but no later than 3 days after the conclusion of the agreement, stating the reasons.
• Clause 7: All documents, models, samples or examples provided relating to offers made by Supplier and/or the Agreement are and remain the property of Supplier and may not be provided to third parties, made available for inspection, reproduced or copied in any way whatsoever without its written permission. The Purchaser is obliged to return these to the Supplier undamaged and, if applicable, in the original packaging, carriage paid, within fourteen days of a request to that effect made by Supplier .
• Clause 8: If a Purchaser, after the Agreement has been concluded, wishes to terminate it prematurely in whole or in part, the Purchaser shall owe the Supplier the costs incurred by the Supplier with regard to: Products already purchased, the account/support hours spent by the Supplier and the costs of external parties engaged.

Article 5 Prices
• Clause 1: All prices stated on the website and in other materials originating from the Supplier are exclusive of VAT (unless stated otherwise) and, unless stated otherwise on the website, exclusive of other levies imposed by the government.
• Clause 2: The price or prices stated in the offer are, unless otherwise agreed, based on the price-determining factors applicable to the Supplier at the time of this offer, such as wages, cost prices of raw materials or materials and exchange rates. Price increases resulting from a change in one of these price-determining factors after the offer may be passed on by the Supplier to the Purchaser, even if the Agreement has already been concluded.
• Clause 3: If the application of the previous clause should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Purchaser is entitled to terminate the Agreement by registered letter within 7 working days after being notified of the price increase, without being entitled to any compensation.
• Section 4: Any additional costs, such as delivery costs and payment costs, will be stated on the website and in any case shown in the ordering process.

Article 6 Delivery of processed Products
• Clause 1: If Supplier is ordered to deliver Products specially processed (or assembled) for the benefit of Purchaser, Purchaser is obliged to deliver material suitable for the processing process in sufficient quantities. As long as Purchaser has not fulfilled this obligation, Supplier is entitled to suspend its obligations under the Agreement.
• Clause 2: Supplier is only obliged to send a proof, model, sample or example to the Purchaser for approval in advance if this has been agreed in writing by the Purchaser when entering into the Agreement. In that case, Supplier undertakes to submit a proof, model, sample or example to the Purchaser no later than two weeks after entering into the Agreement and after receipt of the materials to be processed, which is deemed to have been approved if no written response has been received within five working days.
• Clause 3: All costs of the proof, model, sample or example will be charged separately and are not included in the agreed prices unless expressly agreed otherwise.

Article 7 Advice on activities and product development
• Clause 1: Supplier may, upon request, provide advice. Supplier is entitled to charge this separately to Purchaser, regardless of whether the advice relates to Products produced and/or delivered by or on behalf of Supplier pursuant to the Agreement.
• Section 2: In the event of product development, advice on promotional products to be used, advice regarding creative concepts, quotations for extensive projects with or without processed products, national or international market research into specific products or product requests for products that are not specifically defined , the provisions of section 1 of this article shall apply in full.

Article 8 Involvement of third parties
Supplier is entitled to engage third parties in the performance of the Agreement. It is also entitled to transfer rights and obligations arising from the Agreement to third parties.

Article 9 Deliveries, Delivery Times and Force Majeure
• Clause 1: Delivery times are approximate and are never to be regarded as a fatal term, unless expressly agreed otherwise. Delivery times only commence once the Agreement has been concluded in accordance with Article 3, all data required for the performance of the Agreement have been provided and payment by the Purchaser of the purchase price or the agreed term(s) has taken place or the security required by the Supplier has been provided.
• Clause 2: If delivery is prevented in whole or in part by force majeure, the Supplier is entitled to suspend delivery and – in the event that the situation constituting force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months – to terminate the Agreement in whole or in part insofar as it has not been performed and to claim payment for the parts that have been performed, all without being obliged to pay any compensation to the Purchaser.
• Clause 3: Force majeure shall include, but not be limited to, fire, flood, strike, epidemics, (civil) war, terrorism, government measures, unavailability (in time) of permits, trade embargoes, labor unrest, power outages, business disruptions, shortcomings or unlawful conduct of suppliers and subcontractors of Supplier or other third parties, including any defects in the goods supplied by them to Supplier, and the unavailability (in time) or insufficient availability of materials, transport, fuels, energy and labor.
• Clause 4: Delivery takes place ex works, unless expressly agreed otherwise. Costs for transport and insurance are for the account of the Purchaser, even if it is agreed that the Supplier will arrange for the transport. The transfer of the risk of the Products takes place at the moment of delivery, as this must take place on the basis of these general terms and conditions. Transport takes place at the risk of the Purchaser, even if the carrier has expressly determined that all transport documents must state that all damage resulting from the transport is for the account and risk of the sender.
• Clause 5: If the Supplier arranges for the transport, the Purchaser or a third party designated by the Purchaser must report any transport damage to the carrier or forwarder immediately upon receipt, but no later than 12 hours after receipt of the Products, and send a copy thereof to the Supplier.
• Clause 6: Products that have not been collected by the Purchaser or a third party designated by the Purchaser after the expiry of the Delivery Period will be stored by the Supplier at the expense and risk of the Purchaser. In the event of late collection, the Supplier is entitled to terminate the Agreement after a period of 14 days after the expiry of the Delivery Period, without prejudice to the Supplier's right to compensation and without prejudice to the Supplier's right to sell the Products to third parties.
• Clause 7: If the Products differ only to a minor extent in terms of colour, composition, weight, appearance, etc. from previously provided models, samples or examples or otherwise from what was agreed, the Products concerned are deemed to comply with the Agreement. The Supplier is in any case deemed to have fulfilled its delivery obligations if the weight or number of the Products delivered does not deviate more than 10% from what was agreed.
• Clause 8: Supplier may send Products in parts, with each shipment being invoiced separately.

Article 10 Complaints
• Clause 1: Supplier guarantees that the products, services and digital content comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations in force on the date the agreement is concluded.
• Section 2: If the delivered product, service or digital content does not correspond to the agreement (is delivered defective or faulty), the Customer must notify the Supplier of this within 3 working days after he could reasonably have discovered this. If the Customer fails to do so, he can no longer claim any form of repair, replacement, compensation and/or refund in respect of this defect. • Section 3: If the Supplier considers a complaint to be justified, the relevant products will be repaired, replaced or (partially) refunded after consultation with the Customer . The Supplier may refer the Customer to a manufacturer or supplier.
• Clause 4: If Supplier agrees with Purchaser to return products on the basis of the provisions of this article , Purchaser must return the products as soon as possible. If advance payments are refunded, Supplier will refund these amounts within 30 days of receipt of the products.
• Section 5. It is possible that manufacturers and/or suppliers offer their own guarantees. These guarantees are not offered by Supplier. If Supplier chooses to do so, he can mediate in the invocation of these guarantees by Purchaser.

Article 11 Retention of title
• Clause 1: All Products delivered to the Purchaser remain the property of the Supplier, but are at the expense and risk of the Purchaser from the moment of delivery, until all amounts due under the Agreement as well as claims due due to the Purchaser's failure to comply with this or other agreement(s), including interest and collection costs, have been paid in full by the Purchaser.
• Clause 2: As long as the ownership of the delivered Products has not been transferred to the Purchaser, the Purchaser is not permitted to process the Products, remove them from its actual control, alienate them, pledge them or otherwise encumber them, and will furthermore take all appropriate measures to separate these Products and keep them separate from the other items present at the Purchaser and will take (or have taken) all necessary steps to prevent mixing, accession or formation of objects.
• Clause 3: The Purchaser undertakes not to assign or pledge to third parties any claims it obtains against its customers and further undertakes to pledge said claims to the Supplier, as soon as the Supplier expresses its wish to do so, in the manner specified in Article 3:239 of the Dutch Civil Code, as additional security for its claims against the Purchaser on any grounds whatsoever.
• Clause 4: The Purchaser is obliged to inform third parties who wish to recover the Products delivered by the Supplier in writing of the Supplier's ownership rights therein. The Purchaser must inform the Supplier of this in writing without delay.
• Clause 5: If the Purchaser fails to fulfil its obligations or if the Supplier has good reason to fear that the Purchaser will fail to fulfil its obligations, the Supplier may invoke its retention of title, in which case the Purchaser is obliged, upon request, to immediately and free of charge bring the delivered Products into the actual possession of the Supplier. The Supplier is furthermore entitled to retrieve these Products itself at the expense of the Purchaser from the place where they are located. The Purchaser hereby irrevocably authorises the Supplier to enter the premises used by or for the Purchaser for this purpose. After the goods have been retrieved, the Purchaser will be credited for the market value, which will in no case be higher than the original purchase price, reduced by the costs of the retrieval and any damage suffered by the Supplier.

Article 12 Duration transaction: duration of termination and extension
• Clause 1: The Purchaser may terminate an agreement entered into for an indefinite period and which provides for the regular delivery of Products at any time, subject to the agreed termination rules and a notice period of two months.
• Section 2. The Purchaser may terminate the agreements referred to in the previous sections in writing.
• Section 3. An agreement entered into for a fixed period and which provides for the regular delivery of products, digital content or services will be tacitly extended for the same duration as agreed.
• Section 4. The aforementioned notice periods apply accordingly to terminations by the Supplier.

Article 13 Payment
• Clause 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following clause, payments must be made to the Supplier in euros, either net cash or at the Supplier's office by means of transfer to or deposit into a bank or giro account to be designated by the Supplier, at the Supplier's discretion, always within 14 days of the invoice date. The Supplier is entitled to invoice electronically, to which the Purchaser hereby declares its agreement for the time being.
• Clause 2: Debt settlement or other forms of offsetting are never permitted without express written agreement.
• Clause 3: Supplier is at all times entitled, before delivering or continuing with the delivery, to require sufficient advance payment or security for the fulfilment of the payment obligations of the Purchaser in its opinion, whereby Supplier is entitled to suspend further deliveries if the Purchaser does not meet this request , even if a fixed delivery time has been agreed, all this without prejudice to the right of Supplier to claim compensation for damages due to late or non-performance of the Agreement.
• Clause 4: If the Purchaser has not paid the amount owed by it under the Agreement within the agreed term , it will be in default by operation of law. The Supplier has the right to increase the amount owed by the statutory interest and the Supplier is entitled to charge and recover from the Purchaser the extrajudicial collection costs and any procedural costs incurred by it .
• Clause 5: If the Purchaser is in default with regard to its obligations under the Agreement or these general terms and conditions , all payment obligations of the Purchaser to the Supplier, regardless of whether an invoice has already been sent, will become immediately due and payable from that moment on.

Article 14 Intellectual, industrial property rights and confidentiality
• Clause 1: All intellectual and industrial property rights (including trademark rights, design rights and patents) on all designs, drawings, models, samples and examples made available or developed under the Agreement (hereinafter: “the Information”) shall remain the exclusive property of the Supplier, unless expressly agreed otherwise.
• Clause 2: The Purchaser is not entitled to use the Information referred to in the previous clause other than for the use of the Products to which they relate as provided for in the Agreement.
• Clause 3: Purchaser shall maintain confidentiality with respect to all Information, Specifications, all business information and know-how concerning and originating from Supplier made available to Purchaser for the performance of the Agreement. Purchaser shall, upon request , immediately transfer the confidential information as well as all copies or other reproductions thereof to Supplier.

Article 15 Infringement of third party rights
• Clause 1: If a competent court in legal proceedings against Supplier irrevocably determines that a Product supplied by Supplier infringes an intellectual or industrial property right of a third party, Supplier will, at its discretion, replace the item in question with a Product that does not infringe the right in question, attempt to acquire a right of use in this regard or refund to Customer the price paid for that Product , reduced by a reasonable depreciation.
• Clause 2: In the event of replacement or refund, the Supplier is entitled to make this subject to the condition of return of the originally delivered Products.
• Clause 3: With regard to any infringement of third-party rights, Supplier shall have no obligation other than the replacement, acquisition or repayment obligation referred to in the first clause.
• Clause 4: If an Order is executed according to a design, drawings, recipe, Specifications or instructions provided by or on behalf of the Purchaser, or if use is made of items to be provided by or on behalf of the Purchaser, the Purchaser cannot claim the provisions of this article and the Purchaser indemnifies the Supplier against all claims relating to alleged infringements of intellectual or industrial property rights of third parties.

Article 16 Liability
• Clause 1: Supplier only accepts liability if:
- The damage is the direct result of intent or gross negligence on the part of the Supplier or the Supplier's managerial subordinates;
- The damage is the direct result of a demonstrable Defect in the Products produced and/or delivered by the Supplier, insofar as they do not provide the safety that may be expected from them, taking all circumstances into account.
• Clause 2: Supplier accepts no liability whatsoever for the improper placement of the company logo and/or company name on the Purchaser's goods, other processing of the Purchaser's goods and/or delivery of Products, if and to the extent that the Defect is the result of inaccuracy or imperfections in the design provided by the Purchaser to the Supplier, as well as for infringements that the design makes on the rights of third parties.
• Clause 3: The total liability of the Supplier for attributable failure to comply with the Agreement is in any case limited to compensation for material and direct damage up to a maximum of the amount of the price agreed separately for the Products in question (excl. VAT).
• Clause 4: In any case, Supplier accepts no liability for the damage described above for which its insurer does not pay out (upon request, Supplier will provide Purchaser with a copy of the relevant insurance agreement). Furthermore, Supplier's total liability will never exceed €50,000 in total per event.
• Clause 5: The Supplier can only be held liable for direct or indirect damage for which it has expressly accepted liability in these Terms and Conditions.
• Clause 6: Purchaser shall indemnify Supplier against all claims by third parties who claim to have suffered damage as a result of a Defect in an item supplied by Purchaser to a third party and which (partly) consisted of items supplied by Supplier, except if and to the extent that Purchaser proves that the damage was caused exclusively and solely by the Products supplied by Supplier.
• Section 7: In the event of force majeure as referred to in Article 8, Section 3 of these general terms and conditions, the Supplier shall never be liable for any damage whatsoever.
• Clause 8: Unless expressly agreed otherwise in writing, all legal claims under the Agreement and these general terms and conditions shall lapse after one year from the date of delivery.

Article 17 Return of rented and loaned items
• Clause 1: If Supplier has rented and/or loaned items to Purchaser in the performance of the Agreement , whether or not in return for payment, Purchaser is obliged to return these items immediately after termination of the Agreement, for whatever reason, in their original condition, free of defects and complete. The aforementioned term shall be considered a fatal term.
• Clause 2: If the Purchaser, for whatever reason, fails to comply with the obligation referred to in clause 1, the Supplier shall have the right to recover the resulting damage and costs, including replacement costs and lost rental income, from the Purchaser, without prejudice to all other rights to which the Supplier is entitled.

Article 18 Dissolution
• Clause 1: If the Purchaser fails to fulfil one of its obligations towards the Supplier, fails to fulfil them on time or fails to fulfil them properly, applies for a suspension of payments, becomes bankrupt or terminates its business, in the event of a legal merger or if a substantial part of the control of the Purchaser passes into other hands, all invoices are immediately due and payable and the Supplier is entitled – without judicial intervention and/or further notice of default being required – to terminate (all) Agreements concluded with the Purchaser in whole or in part by means of a written statement and the Supplier is entitled to compensation for all direct, indirect and consequential damage, including lost profits, without prejudice to other rights to which it is legally entitled.
• Clause 2: If the Supplier fails to fulfil its obligations, fails to fulfil them on time or fails to fulfil them properly even after a written reminder to that effect, the Purchaser may terminate the Agreement for the defective part, without however being able to claim compensation for termination damages, whereby the provisions of Article 10 of these general terms and conditions regarding the retention of title remain expressly in force.

Article 19 Processing Personal Data
• Section 1: If the Purchaser provides the Supplier with personal data necessary for the performance of the agreement, the Purchaser remains the Controller for the data processing as referred to in the General Data Protection Regulation.
• Section 2: Supplier shall take the necessary technical and organizational measures to protect the processing of personal data against loss or unlawful processing. When taking the measures, Supplier shall take into account the interests of the Purchaser to be protected and the nature of the personal data processed by Supplier on behalf of the Purchaser.
• Clause 3: After completion of the agreement, the Supplier will, on behalf of the Customer, destroy the personal data that the Supplier has obtained in the context of the performance of the agreement, unless the Customer disputes the services provided.
• Clause 4: Supplier and Purchaser will separately record their mutual rights and obligations in a Processing Agreement.

Article 20 Numbers, measures, weights and other data
Minor deviations with respect to specified sizes, weights, numbers, colours (PMS colour coding is leading) and other such data are not considered as shortcomings. Trade usage determines whether there are minor deviations

Article 21 Disputes/applicable law/choice of forum
• Section 1: These general terms and conditions and all offers and Agreements to which these general terms and conditions apply are exclusively governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (often referred to as the Vienna Sales Convention) does not apply.
• Section 2: All disputes arising between the Supplier and the Purchaser regarding the performance of the Agreement can be submitted jointly by the Supplier and the Purchaser to the PPP Disputes Committee, which will issue binding advice to the parties in this regard.
• Clause 3: All disputes arising between Supplier and Purchaser regarding the performance of the Agreement will, unless the dispute has already been decided by the PPP Disputes Committee, be settled exclusively by the competent court.

Article 22 Other provisions
• Clause 1: These general terms and conditions are available in Dutch, English, French and German. In case of differences of interpretation, the Dutch version prevails.
• Section 2: These general terms and conditions may be amended by Supplier (or at least by the Promotional Products Platform) . Amendments will be announced in writing by Supplier to Purchaser and will enter into effect thirty (30) days after the announcement, unless a different date is indicated in the announcement. Purchaser hereby agrees to the content and applicability of the then amended general terms and conditions from the moment of the effective date indicated in the announcement.
• Clause 3: If any provision of the Agreement or these general terms and conditions proves to be void or otherwise unenforceable, this shall not affect the validity of the other provisions of the Agreement and the general terms and conditions . In that case, Supplier shall have the right to replace it with a provision that approximates the purpose and scope of the void/annulled or unenforceable provision as closely as possible.

Article 23 Identity of the Supplier
Supplier Name, statutory name: BDeals BV
Trade name: BGifts
Business address: Reactorweg 301 – 3542 AD Utrecht
Telephone number and time(s) at which the Supplier can be reached by telephone: 06-22072103
Email address or other electronic means of communication offered to the Customer with the same functionality as email: info@b-gifts.eu
Chamber of Commerce number: 82823308
VAT identification number: NL862617170B01

APPENDIX 1: PROCESSING AGREEMENT
1. DEFINITIONS
In addition to the definitions as stated in the General Terms and Conditions of Delivery, the capitalised terms in this appendix have the following meaning:
1.1. Processor: the party that processes personal data on behalf of the controller , being BDeals BV within the framework of this processing agreement ;
1.2. Processor Agreement: this appendix to the general terms and conditions of delivery, which qualifies as a processor agreement between the parties within the meaning of Article 14 Wbp / Article 28 GDPR;
1.3. Personal data/Data subject: any information relating to an identified or identifiable natural person;
1.4. Controller: the party that determines the purpose and means of processing personal data, being the client in the context of this processing agreement;
1.5. Processing/Processing: any operation or set of operations which is performed on personal data, as defined in the Wbp / AVG;

2. GENERAL
2.1. BDeals BV processes data in the context of the services on behalf of and for
on behalf of the client personal data within the meaning of the Wbp / AVG. In this context, the client is to be regarded as the controller for this data processing and BDeals BV as the processor.
2.2. In accordance with the obligations imposed on a responsible party within the meaning of the Wbp / AVG, as well as in order to ensure an adequate level of security with regard to the personal data, the Client wishes to record certain additional guarantees in writing with regard to the processing of these personal data and other information by BDeals BV.
2.3. Controller guarantees that the order to process those personal data is in accordance with all applicable laws and regulations. Controller indemnifies BDeals BV against all claims from third parties that in any way arise from failure to comply with this guarantee.
2.4. The Controller is responsible and liable for the processing of personal data in the context of the assignment provided, as well as for personal data that have arisen through further processing of data.
2.5. As a processor, BDeals BV does not make any decisions about the use of the personal data and the duration of storage of the personal data.
2.6. If the responsible party provides data to BDeals BV in the “FileCap environment”, that data will not be stored longer than necessary for the execution of the assignment.
2.7. BDeals BV has the right to engage third parties without prior permission from the responsible party. BDeals BV ensures that the engaged third party exercises the same care as BDeals BV in this agreement. BDeals BV always remains responsible in this relationship and the point of contact for the responsible party.

3. CONFIDENTIALITY, PURPOSE OF PROCESSING AND INSTRUCTIONS
3.1. BDeals BV shall, and shall guarantee that any person acting under its authority:
a) keep confidential the personal data of which they become aware, except to the extent that they are required to disclose them under any legal provision or the need for disclosure arises from their task;
b ) process the personal data only on behalf of and for the benefit of the client and to the extent necessary in the context of the agreed services and follow all instructions from the client, except in the event of deviating legal obligations; and
c) not to process the personal data for any other purpose and not to perform any other actions with personal data than those agreed in the context of the services.
3.2. BDeals BV will comply with all applicable privacy laws and regulations, including the Wbp / AVG.

4. SECURITY
4.1. BDeals BV will implement (or have implemented) appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing. These measures will, taking into account the state of the art and the costs of implementation, guarantee an appropriate level of security, given the risks involved in the processing and the nature of the data to be protected. BDeals BV will in any case take measures to protect personal data against, either accidental or unlawful, accidental and intentional loss, falsification, unauthorized distribution or access, or any other form of unlawful Processing.
4.2. BDeals BV recognizes the importance of strict security with regard to personal data. BDeals BV takes at least the following measures in the context of security:
1. BDeals BV regularly keeps itself informed of the latest information regarding security;
2. In the event of a security incident, BDeals BV will resolve the incident as soon as possible .
4.3. These measures comply with the guidelines of the Dutch Data Protection Authority regarding security dated February 2013.
4.4. Client confirms that the technical and organizational security measures used by BDeals BV constitute an appropriate level of security within the meaning of the Wbp / AVG. If Client is of the opinion that BDeals BV must take additional security measures, it will contact BDeals BV about this , so that they can determine further requirements in joint consultation.

5. TRANSFER OUTSIDE THE NETHERLANDS
5.1. The transfer of personal data by the processor outside the European Economic Area is only permitted in compliance with the applicable legal obligations or after prior written consent from the controller.

6. COOPERATION AND INFORMATION
6.1. BDeals BV will immediately inform the client of:
a) a security incident or data breach, or a breach of any of the obligations as included in this processing agreement in such a way that the client is enabled to comply with current and/or future legislation regarding such incidents;
b) a complaint or request (for example for access, correction, addition, deletion or shielding) from an individual whose personal data are processed, and/or
c) a request or order from, or investigation by, a regulator or other competent authority, to the extent permitted by applicable law or regulation.
6.2. BDeals BV will provide the client with all information and cooperation requested by the client in the context of the situations referred to in Article 6.1 under a to c above.
6.3. If this Processor Agreement and/or the assignment ends in any way whatsoever and/or at the first request of the client, BDeals BV will:
1. immediately cease the relevant use or other processing within the meaning of the Wbp / AVG of the personal data; and
2. ensure within a reasonable period of time that all documents and/or other information carriers containing and/or relating to personal data (including all copies in whatever form) are, at the Client's option, (i) returned to the Client and/or (ii) destroyed at the Client's written request.

7. LIABILITY
7.1. With regard to the liability of the processor under the processing agreement as well as with regard to the indemnification obligations for the processor included in the processing agreement, the provision regarding the limitation of liability included in the general terms and conditions applies in full.

8. OTHER PROVISIONS
8.1. BDeals BV will keep personal data separate from data that it processes for itself or for third parties.
8.2. This processing agreement will be amended in mutual consultation between the client and BDeals BV if this is required pursuant to (future) applicable laws and regulations, or if other personal data are processed than provided for when entering into the agreement.