Terms

Article 1 - Definitions 

1. GDPR: Regulation (EU) 2016/679, General Data Protection Regulation.
2. Availability rate: the time that the software is available to Customer during office hours, expressed as a percentage.
3. Data subjects: the natural persons whose personal data is processed.
4. Data breach: any breach of security leading to the destruction, loss, alteration or unauthorized disclosure of or access to personal data transmitted, stored or otherwise processed.
5. Services: all activities of Newsifier for the implementation of this agreement.
6. Defect: an error in the software that results in the software not functioning in accordance with the agreed specifications or the software not meeting the agreement in any other way.
7. Data protection law: all applicable national, international and EU laws and regulations, which contain rules regarding the protection of personal data of natural persons.
8. Helpdesk: the department of Newsifier that provides support on its behalf.
9. Recovery time: the period within which Newsifier, after receiving a report of a defect, makes every effort to repair the defect.
10. Incident: an event that results in the software not functioning in accordance with the agreed specifications or being available for use on site.
11. Office hours: Monday to Friday between 9:00 AM and 5:00 PM, excluding holidays.
12. License Agreement: the agreement between Customer and Newsifier or a third party pursuant to which Customer obtains rights to use the software.
13. Location: The physical place where the software is used.
14. Measurement period: a period of a calendar month.
15. Support: providing (telephone) assistance by helpdesk employees in the event of incidents and advising on the use and functionality of the software.
16. Personal data: all information about an identifiable natural person.
17. Response time: the period within which Newsifier, after receipt of a report of a defect, will start to repair the defect.
18. Software: the standard software as specified in this agreement.
19. Specifications: a description of the functionality and operation of the software in connection with the network configuration as described in Appendix 1. 
20. Sub-processor: an organization that processes personal data for the controller on behalf of the processor.
21. Update(s): a new release of the software, in which known defects have been removed and/or a limited improvement or extension of the existing functionality has been made.
22. Upgrade: a subsequent version of the software with new or changed functionalities, whether or not released under a different name.
23. Processing: all actions that an organization can perform with personal data, from collection to destruction.
24. Processor: organization to which the controller has outsourced the data processing.

Article 2 - Services

1. From march 1th, 2022, Newsifier will make content management software available to Customer in accordance with the license agreement.
2. in conjunction with the network configuration function in accordance with the specifications
3. Newsifier will install the available update(s) on its own computer equipment and make it available to Customer via a telecommunications connection.

Article 3 - Availability

1. The degree of availability of the software is at least 98% measured over a period of 2 consecutive measurement periods. The availability level does not apply if any non-functioning or improper functioning of the software is caused by the defective functioning of a VPN connection.
2. The parties agree that in the event of a conflict between the parties, the implementation of the agreement will not be stopped so as not to unnecessarily impede proper progress unless the nature of the dispute is such that this cannot reasonably be attributed to Customer or Newsifier. maybe required. 

Article 4 - Resolving incidents

1. Newsifier provides an online helpdesk that acts as an integral point of contact for all incidents related to the use of the software. A coordinator will Customer incidents to the Newsifier helpdesk
2. Each incident will be classified in a certain priority category on the basis of its nature and consequences for the use of the software, as stated in Appendix 3.
3. The coordinator is Customer's point of contact for questions and reports about incidents and for feedback from Newsifier regarding actions taken. Incidents can be reported to the Newsifier online helpdesk by the coordinator.
4. The work in the context of resolving incidents will start as soon as possible in accordance with the agreed response time, as stated in Appendix 3. The incidents must be resolved within the agreed recovery times, whereby incidents with the highest priority category must be repaired as soon as possible.
5. The costs associated with solving incidents that are the result of incorrect use by Customer or other circumstances attributable to Customer or third parties will be borne by Customer.. The costs associated with solving incidents that are caused by defects in the software will be borne by Newsifier with due observance of the provisions of Article 5.

Article 5 - Solving defects

1. If the cause of an incident is a defect, then Newsifier will repair the defect free of charge. The reaction times, as described in appendix 3, apply mutatis mutandis. The provisions of this paragraph do not apply if any non-functioning or improper functioning of the software is caused by the defective functioning of a VPN connection.
2. Customer will cooperate reasonably in order to enable Newsifier to comply with its obligations under this article. If there is a defect, Customer this to Newsifier immediately after discovery.

Article 6 - Backup and data recovery

1. Newsifier will provide daily backups of the data processing with the software in accordance with what has been agreed in this agreement.
2. Newsifier stores the backups for a period of 7 days. 
3. If circumstances arise where the software and data are no longer available as a result of errors or the loss of the technical infrastructure, Newsifier will continue to provide services as soon as possible.

Article 7 - Updates and upgrades

1. Newsifier will perform regular software updates. These updates fix known bugs in the software or make minor improvements to functionality. An upgrade is a subsequent version of the software in which mainly new or changed functionalities are implemented in the software. 
2. Newsifier will make updates and upgrades on the server. Newsifier will notify Customer if an update or upgrade has been performed, stating which improvements or changes have been made to the software.

Article 8 - Cooperation Customer

1. Customer is obliged to establish, maintain and implement adequate procedures and control mechanisms, taking into account the nature and extent of the interests of the use, in order to prevent damage as a result of possible irregularities.
2. Customer will ensure that his personnel are adequately trained and informed about the operation of the software.
3. Customer will in particular ensure adequate information and contractual agreements with external users who, without actual intervention of an employee of Customer, perform actions that also involve use of the software, about the risks associated with the use of the software and the related services.

Article 9 - Intellectual property

1. All intellectual (property) rights to all software and/or other materials delivered or made available to Customer, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, are vested in Newsifier or its licensors. Customer only acquires the rights of use and authorizations to manufacture or otherwise reproduce these terms and conditions and/or other materials. A customer's right of use is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
2. is Customer not permitted to remove or change any notices regarding copyrights, brands, trade names or other intellectual property rights from the software and other materials, including notices regarding the confidential nature and secrecy of the software and/or other materials. .
3. Newsifier may take technical measures to protect the software and other materials. If Newsifier has secured the software and/or other materials by means of technical protection, Customer not remove or evade this protection.
4. The intellectual property rights with regard to updates of the software in connection with the work performed by Newsifier belong to the party to which the intellectual property rights with regard to the software belong.
5. Newsifier guarantees that the granting of user rights to Customer as referred to in this agreement does not conflict with (intellectual property) rights of third parties.
6. The provisions of the license agreement regarding the intellectual property rights for the software apply mutatis mutandis to this agreement. 

Article 10 - Information

1. Provision Newsifier will regularly provide information to Customer on the progress of the resolution regarding the reported incident.

Article 11 - Guarantees

1. Newsifier guarantees that the service is and will remain in such a condition that the software (as much as possible) functions without interruptions and that the number of errors remains limited in accordance with the standards, as described in Appendix 3.
2. Newsifier will make every effort to repair incidents and defects within a reasonable period of time, in accordance with the agreed response and repair times.
3. Customer guarantees that he will handle the items owned by Newsifier or its supplier, placed on location or placed under the management of Customer, and will treat and store them with due care.
4. Customer will, on the basis of the information provided by Newsifier, about the measures to prevent and limit the consequences of malfunctions, defects in the service, loss of data due to other incidents, inventory the risks for the organization and, if necessary, take additional measures.

Article 12 - Privacy and security‍

1. in the context of the service provision Customer, the processing will take place in accordance with the General Data Protection Regulation and related or subsequent legislation, as well as with the provisions of the processor agreement concluded between the parties. see also appendix 4.
2. If a processor agreement forms part of the agreement and deviates from this article, the provisions of the processor agreement prevail over the provisions of this article.
3. All obligations of Newsifier arising from this article also apply to those who process personal data under the authority or employment of Newsifier.
4. Newsifier will only process the personal data for the benefit of and on behalf of Customer and in accordance with specific processing instructions. Newsifier will under no circumstances process personal data for its own or other purposes. The types of personal data, duration of the processing, categories of individuals, access levels, subject matter, purposes, and nature of the processing are laid down in the processing agreement.
5. Newsifier will treat the personal data with strict confidentiality. Newsifier is not entitled to disclose, provide or make available to third parties personal data in any way, unless Newsifier has obtained prior written permission from Customer or prescribes mandatory disclosure.
6. Newsifier will take all appropriate technical and organizational measures to ensure a level of security appropriate to the risks to protect personal data against destruction, loss, alteration, unauthorized disclosure or access to personal data transmitted, stored or otherwise processed, whether accidentally or unlawfully. Newsifier will also impose the obligation to take appropriate technical and organizational measures and the obligation of confidentiality on its employees and others who are lawfully authorized to access the personal
7. data. deviations from the provisions of this article do not apply.

Article 13 - Security‍

1. Employees of the parties only have access to the systems related to the software if authorization has been granted by the authorized officials of the parties. 
2. Newsifier takes care of the operational management of the authorization.
3. Customer is liable for the consequences of actions by persons who provide the Customer with access to the software by granting authorization.
4. Newsifier is responsible for signaling (attempted) unauthorized access to the software. Newsifier will hereby take the necessary measures to limit any damage to a minimum and try to prevent a recurrence. 
5. The parties are obliged to inform their employees or third parties hired by them at the start of the agreement of the applicable information security regulations and to instruct them fully in this regard so that the regulations are correctly complied with.

Article 14 - Duration and termination‍

1. The agreement is entered into for a period of 12 months. The agreement is automatically extended after 12 months for a new period of 12 months. 
2. Parties are entitled to terminate the agreement with due observance of a notice period of 2 month(s) before the end of the contract date.
3. Customer has the right to dissolve this agreement (in whole or in part) out of court with immediate effect by means of a written notification, without this incurring any liability towards Newsifier, if Newsifier does not guarantee the availability level for 2 consecutive measuring periods or 5 measuring periods per calendar year. has passed.
4. A party is entitled to dissolve the agreement (in whole or in part) out of court with immediate effect by means of a written notice, without this incurring any liability towards the other party and without prejudice to any other right of the party invoking the dissolution, if one of the following circumstances occurs:

• bankruptcy of the other party is filed
• the other party is declared bankrupt
• the other party is granted a (temporary or otherwise) suspension of payments

5. A party is entitled to dissolve the agreement (in whole or in part) out of court with immediate effect by means of a written notice, without this incurring any liability towards the other party and without prejudice to any other right of the party invoking the dissolution, if one of the following circumstances occurs:

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Article 15 - Exit procedure‍

1. In the context of the continuity of Customer, the parties agree that in the event of termination or termination of the agreement, the parties will immediately enter into consultation regarding the continuation of the services by third parties.
2. Newsifier will Customer in a possible transition to another party and environment. Newsifier can only facilitate the transition to a party that has or can offer an infrastructure that is identical to the service. Newsifier is not liable for any damages resulting from such a transfer.
3. All costs associated with the continuation of the services by a third party are for the account of Customer unless this cannot reasonably be expected from Customer.
4. Newsifier will Customer for the transfer of the services to Customer or a third party. If, due to unforeseen circumstances, this transfer takes more time than the agreed notice period, Newsifier will continue to provide the services for a period to be determined after the expiry of the notice period of the agreement at the rates applied by Newsifier, unless this cannot reasonably be expected. from Newsifier.
5. If termination takes place on the basis of dissolution, Newsifier will charge Customer a reasonable fee for the activities referred to in this article, unless the dissolution is the result of a circumstance on the part of the Newsifier.
6. The parties will draw up a transitional arrangement in mutual consultation, in which the time schedule for the transfer or making available, as well as the tasks and responsibilities and financial consequences of both parties, will be determined.

Article 16 - Fees

1. The prices and rates for Newsifier services are to be found on www.newsifier.com/pricing
2. The fee for the services of the past month will be on the 3rd of the following month invoiced Appendix 1. 
3. All prices and rates, as stated in Appendix 1, are exclusive of turnover tax (VAT).
4. for support outside office hours, if and insofar as specified in Appendix 1 surcharge may be charged
5. Maintenance of the software as used for the service is included in the fee as stated in Appendix 1.
6. Newsifier is entitled to adjust the level of the agreed prices and rates annually on 1 January by means of a written notification to Customer and with a maximum of 5% per year.
7. Customer will pay invoices to Newsifier no later than 15 days after receipt of the invoice.
8. If Customer is of the opinion that an invoice is incorrect and for that reason suspends payment of all or part of the invoice, Newsifier is not entitled to suspend its own performance under this agreement if Customer:
9. the undisputed part of the invoice and other undisputed invoices,
10. the disputed part of the invoice will be paid into escrow at a civil-law notary established in the Netherlands. Legal
11. proceedings will commence within two monthsof the dispute to settle the dispute.
12. If Customer the invoice amounts due within the payment term, unless he has invoked the substantive inaccuracy of the invoice within 10 days, Customer the statutory interest on the outstanding amount without any notice of default being required. If the Customer continues to fail to pay the claim after notice of default, Newsifier is entitled to claim compensation for extrajudicial collection costs in addition to the statutory interest owed.

Article 17 - Liability

1. The party that fails imputably towards the other party and/or acts unlawfully towards the other party, is liable for compensation for the damage suffered and/or to be suffered by that party.
2. The liability due to an attributable shortcoming in the fulfillment of the agreement or for any other reason, expressly including any shortcoming in the fulfillment of a guarantee obligation or indemnification agreed with Customer, is limited to compensation for direct damage up to a maximum of the total to the reimbursements (excl. VAT) paid over the previous 3 months, and in any case up to the maximum amount that the insurer actually pays out to the party concerned, without taking into account any deductible.
3. The liability of the parties for indirect or consequential damage is excluded. 
4. Parties can only claim compensation for their damage as referred to in paragraph 1 if the injured party gives notice of default to the failure or unlawfully acting party and the latter party has not proceeded to comply with or remedy the unlawful situation within the stipulated period. The obligation to give notice of default lapses if fulfillment or repair is permanently impossible.

Article 18 - Force majeure

1. As long as the force majeure situation continues, the obligations of the other party will be suspended. However, this suspension shall not apply to obligations to which the force majeure does not relate and which arose before the force majeure occurred.
2. If a force majeure situation lasts longer than 3 months, or as soon as it has been established that the force majeure situation will last longer than 3 months, each of the parties is entitled to terminate the agreement prematurely with immediate effect in writing, unless the nature or extent of the shortcoming does not justify the premature termination. justifies. What has already been performed on the basis of the agreement will be settled proportionally in the event of premature termination.
3. Force majeure on the part of Newsifier also includes the insufficient fulfillment of obligations by Newsifier.

Article 19 - Transfer

1. Parties are not permitted to transfer the rights under this agreement to a third party without the prior written consent of the other party.

Article 20 - Confidentiality

1. The parties mutually oblige each other to prevent confidential information of one of the parties from becoming known or in the hands of third parties. This does not apply if the disclosing party demonstrates that certain information is already publicly known or in its possession, other than by breach of this confidentiality obligation.
2. Each of the Parties shall ensure that its employees and/or third parties involved in the work are contractually bound to secrecy with regard to the provisions of this article.

Article 21 - Contact persons

1. The parties will each designate a coordinator as contact person for communication about incidents.parties indicate in Appendix 2 which persons have been designated as coordinators for the implementation of the agreement.

Article 22 - Other provisions

1. General terms and conditions of Newsifier apply to this agreement. Customer declares that he has received a copy of these general terms and conditions and that he has been able to take cognizance of these general terms and conditions. The general terms and conditions of Customer or any third parties do not apply.
2. Notices that the parties will make to each other under this Agreement will be in writing.
3. Any oral promises and agreements have no effect unless confirmed in writing by a party.
4. Newsifier will make every effort to perform its services with care, where appropriate in accordance with the Customer agreements and procedures laid down in writing. All services of Newsifier are performed on the basis of a best efforts obligation, unless and insofar as Newsifier has expressly promised a result in the agreement and the relevant result has also been described with sufficient certainty in the agreement.
5. Failure by a party to exercise any right or to exercise any remedy shall not constitute a waiver of such right or remedy.
6. Provisions that by their nature are intended to continue even after termination or termination of the agreement will remain in effect.

Article 23 - Consequences of nullity or voidability

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If a part of the agreement is void or voidable, this will not affect the other provisions in the agreement. In that case, a provision that is void or annullable will be replaced by a provision that comes closest to what the parties had in mind when concluding the agreement on that point. 

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Article 24 - Online signature 

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This contact will be signed by means of a so-called online signature and is, therefore, a so-called electronic contract. The parties hereby declare that this contract is the original version and that the contract legally binds the parties. Parties will receive an email as soon as all Parties have signed this contract, which constitutes proof that this contract has been legally concluded.

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Article 25 - Applicable law and competent court

1. This agreement is exclusively governed by Dutch law.
2. The Dutch court has jurisdiction to hear all disputes arising from this agreement.

Customer,

(hereinafter: “Controller”).

Hereinafter also collectively referred to as the “Parties” and individually the “Party”.

Taking into consideration that:

1. Processor and Processing Manager have agreed on one or more Order Confirmations on the basis of which Processor provides Services on behalf of Processing Manager in which (partly) personal data are processed for which Processing Officer is within the meaning of the General Data Protection Regulation (“GDPR”);
2. Parties wish to record the terms and conditions of the processing of personal data by the Processor in this agreement ("Processor Agreement").

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Article 1 - Definitions and application

1. For the definitions used in this Processor Agreement in the context of the processing of personal data (such as but not limited to: personal data, processing, data subject, controller, processor, personal data breach and third party) with the corresponding definitions from the General Data Protection Regulation (GDPR).
2. For all other capitalized terms, reference is made to the definitions in the Processor's General Terms and Conditions.
3. This Processor Agreement applies to the processing of personal data by the Processor in the context of the performance of the Services as specified in the SaaS agreement, plus those purposes that are reasonably related thereto or that are determined with the further consent of both Parties.
4. Appendix 1 to this Processor Agreement contains an overview of the personal data and the categories of data subjects. The controller guarantees that overview is complete and correct.
5. The Processing Agreement can only be amended in writing and by signing both Parties.
6. In the event of a conflict between provisions of this Processor Agreement with provisions of the Order Confirmation and/or certain Appendices, the provisions of this Processor Agreement will prevail.

Article 2 - Obligations Processor

1. Processor only processes the personal data on behalf of and for the benefit of the Controller. The processing takes place in accordance with the written instructions of the Controller and applicable laws and regulations (including the GDPR), and under the (ultimate) responsibility of the Controller.
2. The Processor will not process the personal data for purposes other than as permitted under this Processor Agreement and/or with the prior consent of the Controller. The Processor is permitted to use the personal data for quality purposes, provided that the Processor processes the relevant data in anonymised form for this purpose.
3. The obligations of the Processor arising from this Processor Agreement also apply to those who process personal data under the authority of the Processor, including but not limited to employees, in the broadest sense of the word.
4. Processor will, insofar as it is within its power, provide assistance to the Controller for the purpose of carrying out data protection impact assessments (or PIAs). The Processor can charge reasonable costs for this to the Controller.

ArtiClE 3 - Responsibility for other processing operations

1. Processor is responsible for the processing of the personal data in accordance with this Processor Agreement, in accordance with the instructions of the Controller and under the (final) responsibility of the Controller. The Processor is not responsible for other processing of personal data, such as the collection of personal data by the Controller, processing for purposes that have not been reported by the Controller to the Processor, processing by third parties, and/or for other purposes. The controller guarantees that the content, use and assignment to process the personal data as referred to in this processing agreement are not unlawful and do not infringe any rights of third parties.

Article 4 - Engaging third parties or subcontractors

1. The Controller acknowledges and accepts that the Processor uses third parties and/or subcontractors ('sub-processors') when processing the personal data on the basis of this Processor Agreement.
2. Controller agrees with the sub-processors as included on the Processor's website. There are currently no sub-processors. Processor remains fully responsible towards the Controller for the processing of personal data by sub-processors.
3. Processor is entitled to engage other or new sub-processors for the performance of its Services. Processor will inform Controller of this.

Article 5 - Security

1. Processor will take appropriate technical and organizational measures with regard to the processing of personal data to be carried out, in order to protect it against loss or against any form of unlawful processing (such as unauthorized access to, modification or provision of the personal data), taking into account the status of the technology, the nature of the personal data and the costs associated with taking the measures.
2. The Controller has been well informed about the security measures taken by the Processor and has ensured that these measures are of a level that is appropriate to the nature of the personal data and the risks of the processing.

Article 6 - Rights of data subjects

1. If a data subject sends a request to the Processor to exercise his/her legal rights with regard to his/her personal data, the Processor will forward the request to the Processing Manager, and the Processing Officer will handle it further. The processor may inform the data subject thereof.
2. At its first request, the Processor will assist the Controller in meeting the requests of the data subject(s) as far as reasonably possible. The Processor can charge reasonable costs for this to the Controller.

Article 7 - Secrecy and Confidentiality

1. The Processor keeps the personal data received from the Controller secret and also obliges its employees and any sub-processors to maintain confidentiality.
2. The confidentiality obligation does not apply if:

a. The controller has given prior written permission to provide personal data to third parties; or

b. The provision of personal data to third parties is logically necessary in view of the nature and implementation of the Services as described in the Order Confirmation(s); or

c. The processor must provide the personal data to a third party on the basis of a legal obligation.

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3. If the Processor has a legal obligation to provide the personal data to a third party, the Processor will inform the Controller about this in advance, unless the legislation prohibits this notification for important reasons of public interest.

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Article 8 - Data breach notification obligation

1. The controller is at all times responsible for reporting a data breach to the supervisory authority and/or data subject(s). 'Data breach' means a breach of the security of the personal data, which leads to (the possible) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of - or access to - the personal data, or any indication that such a breach will take place or has taken place.
2. In the event of a data breach being discovered, the Processor will inform the Processing Manager about this without undue delay - in any case within 48 hours after the breach has become known to it - so that the Processing Manager can assess whether it should inform the supervisor and/or the data subject(s). inform or not.
3. The notification by the Processor to the Controller shall, in any case, include the following information:

a. nature of the data breach, where possible, including the personal data and categories of data subjects;

b. day and time on which the data breach was discovered:

c. the possible consequences of the data breach;

d. the measures that have been taken or proposed to tackle the data breach and/or limit any adverse consequences thereof.

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4. Processor will support the Controller in the reporting obligation resting on the Controller with regard to a data breach to the supervisory authority and/or data subject(s). The Processor is never obliged to independently report a data breach to the supervisory authority and/or data subject(s), unless the Parties agree otherwise in writing.

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Article 9 - Audit

1. The Controller has the right to have compliance with the Processor Agreement and in particular, the security measures taken by the Processor checked or have it checked by an independent ICT expert who is bound by confidentiality, no more than once per calendar year, subject to notification of a reasonable term. Such a check will at all times be performed in a manner that has the least possible effect on the normal business operations of the Processor and is for the account of the Controller.
2. The Processor will cooperate with the audit and is entitled to charge any costs involved with the provisions of this Article 9 to the Controller.
3. The findings as a result of the audit performed will be assessed by the Parties in mutual consultation and, insofar as necessary, will be implemented by one of the Parties or by both Parties jointly.

Article 10 - Liability

1. This Processor Agreement comes into effect the moment it is signed by the Parties.
2. The Processor Agreement has been entered into for the duration as determined in the Order Confirmation(s) and in the absence thereof in any case for the duration of the services provided by the Processor to the Controller.

Article 11 - Duration and Termination

1. This Processor Agreement comes into effect the moment it is signed by the Parties.
2. The Processor Agreement has been entered into for the duration as determined in the Order Confirmation(s) and in the absence thereof in any case for the duration of the services provided by the Processor to the Controller.
3. When the Processor Agreement ends, for whatever reason and in whatever way, the Processor will, at the discretion of the Processing Manager, delete all personal data that are present with it and/or return it to the Processing Officer in a generally common digital format, without retaining copies. If the Controller wishes to receive the personal data in a specific digital format, the Processor can charge reasonable costs for this.

Article 12 - Applicable law and dispute resolution

1. This Processor Agreement is exclusively governed by Dutch law.
2. All disputes that may arise between the Parties in connection with the Processor Agreement will be submitted to the competent court that is also competent to rule on disputes regarding the applicable Order Confirmation and, failing that, to the competent court for the district in which the Processor is established.