Terms and Conditions
These Terms and Conditions (“Agreement”) govern the use of Fiorent services (“Fiorent Services”) provided by Fiorent to the client organization or company using the Fiorent Services (“Customer”), unless expressly agreed otherwise by the Parties. The Fiorent service is offered over the internet in the form of Software as a Service. Deviations from these terms and conditions are only possible with the written approval of Fiorent.
Item 1. Definitions
Capitalized terms used in these Terms and Conditions, both singular and plural, are understood to have the meaning described in this article.
1.1. Account : Customer's account that provides access to certain parts of the Platform and allows Customer to use the Service.
1.2. Additional Features: Special extensions of the functionality of the Services specified in an Offer. Additional Features may be (i) standard extensions of the Services or (ii) Customer-specific extensions.
1.3. Agreement : The agreement between the Parties in which Fiorent offers its services to the customer and the annexes to these Terms and Conditions, all accepted Quotes and Special Time Offers (if any) are an integral part.
1.4. Customer : Any legal or natural person acting in the course of his business or profession, entering into a Contract with Fiorent for the provision of the Services.
1.5. Customer Data: All data processed by the Customer through the Services.
1.6. Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighboring rights, patent rights, and technical information rights.
1.7. Special Conditions Offer: Written offer and all annexes thereto, which may or may not include an Offer agreed and signed by the Parties, of which these Terms and Conditions form an integral part and which is one of the ways the Parties make an Agreement.
1.8. Materials: All materials, including but not limited to websites, logos, brochures, images, text, videos, sounds and any other content made available by any Party under the Agreement.
1.9. Party: Fiorent and Customer (plural) or Fiorent or Customer (singular).
1.10. Platform : A platform to which access is provided by Fiorent as part of the Services, accessible through the Website, and whose functions may differ depending on the agreed Service Plan and Additional Features.
1.11. Offer: An offer by Fiorent to provide paid Services (or trials thereof) to the Customer via the Website (including at the time of registration), included in the Special Terms Offer or otherwise specifying the Services and applicable Service Plans, and/or (if any) ) and the Additional Features that form an integral part of these Terms and Conditions.
1.12. Service Plan: The service plan specified in the Offer, under which the Services will be provided. Depending on the agreed service plan, different features of the Service will be available to Customers and different pricing may apply.
1.13. Services: Services provided by Fiorent to the Client under the Agreement, including but not limited to providing access to the Platform, Fiorent API and Additional Features, providing Training, consulting services, and developing Client-specific Additional Features. The functionality of the Services may differ depending on the Service Plan and Additional Features agreed between the Parties.
1.14. Terms and Conditions: these general terms and conditions and their annexes.
1.15. Education: Services provided in education, training, workshops, seminars and similar subjects.
1.16. Website: www.fiorent.com
2. Conclusion and Fulfillment
2.1. Unless otherwise agreed in writing, the Agreement is concluded upon Customer's completion of the registration form for an Account via the Website, followed by an automatic or otherwise written confirmation of registration from Fiorent.
2.2. During account registration, the Customer is asked to provide login information (a unique username and password). The Customer is obliged to carefully use the Accounts offered by Fiorent and to keep the login information secure and strictly confidential. Fiorent reserves the right to assume that all transactions performed after verification of these accounts are performed under the Customer's supervision and approval. The Customer is obliged to immediately notify Fiorent in case of suspicion of abuse and/or unauthorized access to their accounts.
2.3. After the signing of the contract, access to the services is provided for the duration of the contract.
2.4. After signing the Agreement, any additional agreements regarding Service Plans or Additional Features (trial versions), Fiorent will provide all commercial Applications to the Customer as soon as possible in accordance with the Service Plan (if any) with access to the relevant specified Services for the duration of the Agreement.
2.5. The Customer is obligated to do everything reasonably necessary and requested to ensure that the Service is performed correctly in a timely manner. In particular, the Customer shall ensure that all information deemed necessary by Fiorent or which the Customer reasonably understands to be necessary to perform the Services is provided to Fiorent in a timely manner. The customer makes sure that the information and details are correct, complete and up-to-date.
2.6. Services may be integrated with third party products and/or services. Such integration can only occur if the Customer registers with such third party and accepts the relevant terms and conditions applicable to such third party products and/or services. Fiorent shall in no way be responsible or liable for the operation of such third party products and/or services in connection with the integrations of the Services.
2.7. Some parts of the services may require the app to work properly. Unless otherwise agreed in writing, the Customer is solely responsible for the implementation of the Services.
2.8. Fiorent will perform the Agreement to the best of its ability, with due care and expertise and in accordance with the applicable Service Plan. Upon conclusion of the Agreement, Fiorent will use reasonable efforts to initiate performance of the Agreement and to allow Customer access to the Services as soon as possible.
2.9. Under no circumstances is the Customer entitled to suspend the performance of its obligations under this Agreement.
3. Order of Priority
3.1. In case of inconsistencies between the documents constituting the contract, the following order of priority shall apply:
a. Additional written agreements between the parties;
c. Special Conditions Suggestion (if any)
D. Annex 1: Data Processing Agreement;
to. these Terms and Conditions.
4. Access to Services and Term of Service Plans
4.1. The extent of Customer's access to the Services will be determined by the agreed Service Plan. If no Service Plan is agreed or if an agreed Service Plan expires or expires, the Customer will not be able to access most of the Services until a (new) Service Plan is agreed between the Parties. Customer may continue to access his Account during this period to access Offers for Service Plans.
4.2. If the (Accepted) Proposal indicates that the Service Plan will be valid for a specified period of time (hereinafter: the "Initial Period"), the Service Plan will be implicitly renewed for the same period each time at the end of that period (hereinafter: "Renewal Period"). Period"), unless the customer provides Fiorent a notice of non-renewal:
a. In the case of a Service Plan whose duration does not exceed one (1) month, at least seven (7) days prior to the renewal date; or
b. in the case of a Service Plan longer than one (1) month, at least thirty (30) days prior to the renewal date.
4.3. The terms, conditions and pricing of the Inception Period will apply to the Renewal Periods unless Fiorent gives Customer written notice of any applicable changed terms and conditions and/or at least a valid price increase:
a. In the case of an Initial Term of not more than one (1) month, fourteen (14) days prior to the start of each Renewal Term; or
b. In the case of an Initial Term of more than one (1) month, sixty (60) days prior to the start of each Renewal Term.
4.4. Customer may at any time accept an Offer for an upgraded Service Plan where the previously applicable Service Plan will immediately expire and the terms, conditions and pricing applicable to the upgraded Service Plan will apply immediately to the Agreement. In this case, the Customer will not be entitled to a refund or discount for the unused portion of the terminated Service Plan.
5. Term and Termination
5.1. The contract will be signed for an indefinite period.
5.2.Customer may terminate the Agreement at any time, taking into account Article 5.7:
a. In case the contract is concluded with Account registration, by deleting the Account; or
b. By giving written notice to Fiorent in the event that the contract is concluded through the Special Conditions Offer.
5.3. Fiorent may terminate the Agreement at any time, subject to a notice period of six (6) months.
5.4. Without prejudice to other rights and remedies under this Agreement, Booqable shall have the right to suspend or terminate the Agreement if the Customer breaches any of its obligations under this Agreement and the breach is irreparable or - if such breach is reparable - the Customer fails. to correct this violation within thirty (30) calendar days of notification in writing.
5.5. Fiorent may suspend or give notice in writing, putting the Agreement into effect immediately without notice of default, in the event that the Customer is declared bankrupt, the Customer applies for or is suspended, the Customer's operations are ceased or its business is terminated.
5.6. In cases where Fiorent suspends the performance of the Contract, Fiorent; It will retain all its rights and claims under the contract and applicable laws and regulations.
5.7. In the event Fiorent suspends performance of the Agreement, Fiorent shall retain all its rights and claims under the Agreement and applicable laws and regulations. In the event of termination of the contract, the amounts owed to Fiorent by the Customer will immediately become due and payable (regardless of the reason for termination). Termination of the Agreement will also result in the termination of all active Service Plans.
5.8. Regardless of the reason for termination, Customer will not be entitled to any refunds or returns upon expiration of an active (paid) Service Plan
6.1. Upon or after signing an Agreement for the use of the Service, the Customer may use a trial version of a paid Service Plan (hereinafter: “Trial Service Plan”) offered by Fiorent at no additional charge. Access to a Trial Service Plan may be requested through the Website or offered (as part of) a Quote (including during Account registration). Access to the Trial Service Plan is granted only after written approval by Customer from Fiorent. Fiorent may at any time decide not to honor (Trial Service Plan) Requests for Quotation.
6.2. If access to a Trial Service Plan is agreed between the parties, the applicable Service Plan under the Agreement (or Customer's lack of such plan) will be temporarily upgraded to the agreed Trial Service Plan. The Trial Service Plan will be deemed to expire on:
a. The expiry date of the Trial Service Plan specified in the Offer; or
b. The moment the parties accept a paid Service Plan.
6.3. Once the Term has expired, the Trial Service Plan will revert to the Service Plan previously applicable to the Agreement, unless otherwise agreed in the Trial Quote or Fiorent, in its sole discretion, decides to extend the Trial Service Plan. If no Service Plan has previously been implemented, then the Customer will not be able to access most of the Services until a Service Plan is agreed between the Parties.
7. Additional Features and Special Features
7.1. Fiorent may provide a Quote for Additional Features at Customer's request or at its sole discretion. Fiorent may at any time decide not to honor such requests.
7.2. Upon acceptance of the relevant Offer by the Customer, access to Additional Features, unless specifically developed for the Customer, will be provided upon Customer's automatic or otherwise written approval from Fiorent.
7.3. Additional Features agreed between the parties will provide access to Additional Features when they meet the agreed requirements and/or are appropriate, as long as they are specifically developed for the Customer (hereinafter: “Special Features”). Customer must intend to use the additional features on the date specified in the Quote.
7.4. Special Features are provided "as is" and "as available". Customer indemnifies and indemnifies Fiorent from all third party claims regarding the use of Special Features by Customer, on its behalf, or with Customer's consent.
8.1. If the Services provided by Fiorent to the Customer include Training, the provisions of this Clause 8 shall apply.
8.2. Unless the Training takes place at a location designated by Fiorent, the Client will ensure that a suitable site is available and facilities available for Training.
8.3. Using the information provided by Fiorent, the Client must check for himself whether the knowledge and expertise of the participants are suitable for the relevant Training course.
8.4. Unless a Training course is specifically developed for the Client, Fiorent reserves the right to relocate Training or to merge or combine Training courses.
8.5. Cancellation of the Training course or absence of participants will under no circumstances result in Fiorent's obligation to refund the agreed amount for the Training.
8.6. Training Materials are not included in the Training unless the parties agree otherwise.
9. Customer Data
9.1. All Customer Data will remain the property of Customer. Fiorent will not claim any ownership of any Customer Data.
9.2. Customer provides Fiorent with a non-transferable license to use Customer Data for the duration of the Agreement, to the extent necessary to provide the Services, and sublicensable to the extent necessary to perform the Agreement.
9.3. In addition to the license specified in the previous subsection, Fiorent shall obtain an irrevocable, unlimited license to use all analyzes, reports and results generated using Customer Data, in anonymized or aggregated form, for its own purposes such as improving its services. Provided that all relevant legislation, such as the General Data Protection Regulation, is complied with.
9.4. Fiorent will use reasonable efforts to protect the Services from abuse, misuse and unauthorized access to Customer Data.
9.5. The Customer represents and warrants that the provision or provision of Customer data to the service is lawful and that the processing of such data in accordance with the contract is not contrary to applicable privacy laws and regulations.
9.6. Upon termination of the Agreement, Fiorent shall have the right to delete or destroy all Customer Data. Fiorent may assist in the export of Customer Data upon Customer's request. However, the Customer acknowledges that it is solely responsible for backing up any Customer Data it wishes to retain after the date of termination of the Agreement.
10.1. With respect to Materials supplied by Fiorent under the Contract under the Consulting Services (hereinafter: "Consulting Materials"), the Client shall acquire only non-exclusive, non-transferable and non-sublicensable rights arising from or subsequently granted under the Contract.
10.2. Unless otherwise agreed, the Consulting Materials will be used by the Client solely for his own use and for the stated purpose. More specifically, the Client will only use the Consulting Materials prepared by Fiorent for the purposes specified in the Agreement. In the event of a breach of this provision, Fiorent shall be entitled to charge an additional fee of fifty percent (50%) for unauthorized use by the Customer over the standard fee charged by Fiorent for the respective use of the Consulting Materials. It impairs Fiorent's right to claim (additional) compensation. Furthermore, in this case, Fiorent shall have the right to revoke the license to use the Consulting Materials.
10.3. Fiorent will provide Consulting Materials consisting of reports, data summaries or records if it is a standard part of the Service provided or if the Parties have agreed to it in writing. The form and frequency of the above-mentioned reports, data reviews or recordings will be specified in the Agreement. Fiorent cannot guarantee that such Consulting Materials (computerized or automated) provided under this Agreement will be completely error-free.
11. Additional Study
11.1. Customer may request Fiorent to perform work (hereinafter: "Additional Work") that is not related to Additional Features outside the Agreement at any time. Fiorent is not obliged to comply with such requests. In the event of such a request, Fiorent will notify the Customer in advance of the (estimated) costs of the Customer and will only perform the Additional Work after the Customer's approval.
11.2. Fiorent does not require approval for Additional Work that Fiorent may indicate reasonably necessary to provide the Services, or if such requirement reasonably complies with Customer's instructions. These Additional Work will be performed on a subsequent cost basis at Fiorent's regular hourly rates. Other costs incurred may also be collected from the Customer.
11.3. When performing Additional Work, Fiorent will always charge the Customer the agreed rates or, in the absence of these, the usual fees.
11.4. In no event shall Fiorent's refusal to request Additional Work be grounds for termination or termination of the Contract or Service Plans.
12. Intellectual Property Rights
12.1. All Intellectual Property Rights related to the Services and Platform and all Materials and Additional Features developed and/or made available by Fiorent under the Agreement are owned by Fiorent or its licensors. The Customer shall be granted the usage rights for the above described in this Article 12 or arising from the Agreement.
12.2. To the extent necessary for the performance of the Agreement, the Client shall acquire a non-exclusive, non-transferable and non-sublicensable right to use the Platform, Additional Features and other Materials provided by Fiorent for the duration of the Agreement and in accordance with the terms set forth in the Agreement.
12.3. The Client is not entitled to make changes to the Platform, Additional Features or any Material developed and/or made available by Fiorent under the Agreement and does not have a copy of the source code, except as permitted by mandatory law. Customer is not permitted to reverse engineer, decompile or otherwise obtain the source code.
12.4. Fiorent may take (technical) measures to protect Platform, Additional Features and Materials. If Fiorent has taken such security measures, the Customer is not allowed to evade or remove such security measures.
12.5. Customer may not remove or change any definition of Intellectual Property Rights or remove any marking from Fiorent's Materials indicating a hidden nature.
12.6. The Customer authorizes Fiorent to publicly disclose that the Customer is a Fiorent customer, and Fiorent may use the Customer's name and logo in any promotional material, including but not limited to the Website and press releases.
13. Use and Abuse
13.1. Use of the Services in violation of these Terms and Conditions or applicable laws and regulations is prohibited. In addition, the use of the Services in a way that may hinder or cause loss and/or harm to Fiorent or any third party is strictly prohibited.
13.2. Fiorent acts as an intermediary on the Platform and is not responsible for the information and Materials made available by Customers through the Platform. The Customer acknowledges and agrees that Fiorent has not audited or previously viewed any information or Materials stored or made available by Customers.
13.3. Using the platform is expressly prohibited (even if legally permitted):
a. deliberately distribute malware or other malicious software;
b. retain or make available any information or Materials that infringe Intellectual Property Rights or other third party rights;
c. provide or provide instruction or information about engaging in unlawful behavior, engaging in illegal activities, or promoting physical harm or injury;
D. Store or make available any Material that is threatening, libelous, defamatory, obscene, misleading, offensive or otherwise illegal;
to. In any way that may create an obstacle for other users of the Platform or damage and/or interfere with Fiorent or third parties' systems and networks.
13.4. If Fiorent finds or makes a complaint that the Customer has violated this Clause 13 or applicable laws and regulations, Fiorent may take action to end the breach. These measures may include suspension or termination of access to the Platform or termination of the Agreement.
13.5. In Fiorent's opinion, the operation of Fiorent's or third parties' computer systems or network and/or the provision of services over the Internet is blocked, corrupted or otherwise compromised, particularly as a result of excessive data transmission, leaked personal data or virus activity, malicious For malicious software and similar malicious software, Fiorent is authorized to take any action it deems reasonably necessary to prevent or avoid such risks. These measures include, but are not limited to, suspension of Services and termination of the Agreement.
13.6. Fiorent has the right to disclose the name, address and other identifying data of the Customer or the relevant end user to a third party who complains that it violates the Customer's rights, provided that applicable legal and/or legal requirements are met.
13.7. Fiorent shall have the right to report any act punishable as criminal offences. In doing so, Fiorent may provide the relevant Materials and all relevant information about the Customer and related third parties to the competent authorities and take any other action that these authorities require Fiorent to take within the scope of an investigation.
13.8. The Customer shall comply with all reasonable instructions given by Fiorent regarding the use of the Services.
13.9. Fiorent may recover from the Customer any loss and/or damage incurred as a result of the Customer's breach of this Article 13. The Customer will indemnify Fiorent and hold Fiorent harmless from all third party claims for loss and/or damage resulting from breach of this Clause 13.
14.1. Unless specifically stated otherwise, all prices and fees quoted by Fiorent are exempt from VAT and other government fees.
14.2. If a price or fee is based on information provided by the Customer and this information turns out to be incorrect, Fiorent has the right to adjust the prices or fees accordingly, even if the Agreement has already been concluded.
14.3. Fiorent has the right to increase its prices and fees at any time. Fiorent shall notify the Customer of such changes at least two (2) months in advance. You will be deemed to have accepted any modified pricing or fees to use the Services after the effective date.
15.1. Use of the Platform by the Customer may be subject to a monthly or annual subscription fee depending on the Service Plan and Additional Features agreed between the Parties as set forth in the relevant Quotes.
15.2. Use of and access to Additional Features, as well as provision of Application or Training-related Services, may be subject to a one-time fee, in addition to the foregoing, as set forth in the applicable Offerings.
15.3. All amounts due for the Services, if any, may be digitally invoiced and prepaid. All amounts must be paid within thirty (30) days from the invoice date.
15.5. Customer declares bankruptcy, applies for suspension of payment, adds or liquidates all or part of its assets, payment request is promptly due and payable.
15.6. Under no circumstances shall the Customer be allowed to fulfill its payment obligations under the Agreement with any claim it may have regarding Fiorent, regardless of its grounds.
15.7. If, for example, the prices of suppliers of electricity, software licenses or data center services increase by Fiorent, the prices may be increased with immediate effect before this gives the Customer the opportunity to terminate the Agreement.
15.8. If Fiorent wishes to reduce its applicable prices or fees, Fiorent has the right to do so immediately without the Customer having the opportunity to terminate the Agreement.
16. Privacy and Data Protection
16.1. The performance of the contract may require the processing of personal data by Fiorent on behalf of the Customer. In the event that personal data is processed, the Parties agree to the terms of data processing attached in Annex 1, where the agreements regarding the processing and security of such personal data are drawn up.
17. Availability and Backup
17.1. Fiorent will use all reasonable efforts to ensure continued availability of the Services, but cannot guarantee uninterrupted availability.
17.2. Fiorent will backup all Customer Data once a day. These backups are made as a precaution for technical failures or glitches on the Fiorent side. Fiorent does not provide a backup service and is not retained to restore certain Customer Data or at Customer's request (for example, when Customer accidentally deletes certain Customer Data). If Fiorent nevertheless decides to honor such a request, it may reimburse the Customer for all reasonable costs.
18.1. From time to time, Fiorent may maintain the Platform and make changes to the Platform in the form of updates or upgrades. Such updates or upgrades may result in a change in the functionality of the Platform. The customer's suggestions are accepted, but Fiorent determines what changes to make.
18.2. The performance of maintenance-related activities may result in interruptions in Platform availability. If Fiorent can anticipate certain maintenance-related activities that result in such interruptions, it will use reasonable efforts to ensure that activities do not occur during peak hours, but rather at times when demand for access to the Services is at its lowest. .
18.3. Fiorent will make reasonable efforts to notify the Customer of all planned maintenance-related activities - either via email or the Platform - at least two (2) days in advance. Emergency maintenance can be performed at any time without prior notice to the Customer.
18.4. Updates or upgrades to the platform are made at times to be determined by Fiorent. Customer will not be able to use an older version of the Platform after an update or upgrade has been performed. Customer shall not have any right or claim to an update or upgrade announced but not performed by Fiorent.
19.1. Documentation regarding the implementation, troubleshooting and general use of the Platform and Services are available through the Website.
19.2. In addition to online documentation, Fiorent provides Customer support using a help desk. The help desk is accessible via the Website.
19.3. Fiorent will assume that Customers will refer to the online documentation before contacting the help desk. The Fiorent helpdesk may return the documentation to the Customer if the Customer's question or problem is answered or resolved by consulting the documentation.
19.4. Fiorent will make reasonable efforts to respond to every support request as quickly as possible. However, these response times are dependent on the nature and complexity of the issue or issue and cannot guarantee that a response or resolution will be provided by the help desk within a specified time.
19.5. If Fiorent, in its sole discretion, determines that the Customer is abusing the helpdesk – for example, by abusing the help desk personnel or by repeatedly refusing or neglecting the cooperation described in the previous paragraph – Fiorent shall have the right to immediately cease the provision of help desk support to the Customer. If Fiorent chooses to exercise this right, it will notify the Customer of this decision in writing within a reasonable time.
20.1. The parties provide confidential (i) the Parties to each other first, then the content of this Agreement, the nature and nature of the relationship between the confidential or flagged (ii) information, as necessary during the implementation of this Agreement or if the receiving Party knows or reasonably necessary that such information is for confidential purposes. It is used as an ingredient in the treatment. The Parties also impose this obligation on their employees and third parties assigned by them to perform the Contract.
20.2. This Article 20 shall not apply to any information that:
a. becomes or becomes publicly available generally, except as a result of a disclosure by the Receiving Party in violation of the Agreement;
b. is the property of the receiving Party prior to disclosure by or on behalf of the disclosing Party;
c. If the information becomes accessible to the receiving Party in a non-confidential manner from a source other than the disclosing Party, which is not under the obligation to keep such information confidential; or
D. developed independently by the receiving Party.
20.3. If the Receiving Party is required to disclose any confidential information provided pursuant to the legal Agreement, the acting Party shall promptly notify the disclosing Party in compliance with the confidentiality provisions of the Agreement so that the disclosing Party seeks and/or waives a protective order or other appropriate remedy. requests it.
20.4. After expiration or termination of the Agreement for any reason, each receiving Party shall deliver to each disclosing Party all originals and copies of any material in any form that contains or represents confidential information in its possession, or destroy them at its request.
21.1. Fiorent's liability for loss and/or damage caused by non-performance of the Agreement, an unlawful act, or otherwise, is the Customer's liability to Fiorent for the two (2) months preceding the event that caused the damage under the Agreement. limited to the amount paid (excluding VAT).
21.2. Fiorent may only be liable to the Customer for direct damages resulting from an attributable fault in the performance of the Contract. Fiorent's liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include loss of savings, loss of data, lost profits, damage to reputation and business interruption.
21.3. Liability for Fiorent's failure to fulfill the Agreement arises only if the Customer promptly and properly notifies Fiorent of the default in writing, gives Fiorent a reasonable time to correct the default, and Fiorent continues to fail to fulfill its obligations even after this period. The default notification should contain as detailed a description of the violation as possible so that Fiorent can respond adequately.
21.4. The limitation of liability referred to in the preceding paragraphs of this Article 21 shall expire if and to the extent that the damage is caused by willful or willful recklessness of Fiorent management.
21.5. Any right to compensation is conditional upon the Customer notifying Fiorent in writing of the damage within 30 days of its discovery.
21.6. Customer expressly agrees and accepts that Services provided under any Service Trial Plans, such as Services provided under Trial Plans, while no Service Plan applies to the Agreement, are provided on an “as is” and “as available” basis unless due to willful misconduct or willful recklessness of Fiorent management and this Fiorent then assumes no liability whatsoever for damages resulting from Customer's use of the Services.
22. Force Majeure
22.1. In the event that performance is prevented due to force majeure, Fiorent cannot be held liable to fulfill any obligation under the Contract. Fiorent is not responsible for any loss and/or damage caused by force majeure.
22.2. . Any event of force majeure, including power outages, D(DOS) attacks), Internet failures, telecommunications infrastructure failures, network attacks (in this case, material Fiorent is enabled to perform or its suppliers prevented it from performing, whatever the cause (for example, fire) , floods and malware or other malware attacks, civil unrest, natural disasters, terrorism, mobilization, war, Import And Export barriers, strikes, recession in any case are considered.
22.3. In the event that a force majeure situation lasts for more than ninety (90) days, both Parties shall have the right to terminate the Agreement in writing with immediate effect. In this case, Services delivered by Fiorent before and during the force majeure event will be paid proportionally.
23.1. Fiorent may change these Terms and Conditions at any time if the changes are not material or if required by applicable mandatory law.
23.2. Fiorent shall notify the Customer in writing of any changes or additions to these Terms and Conditions at least thirty (30) days prior to their entry into force so that the Customer takes note of them.
23.3. Customer, 22.1. If it is unwilling to accept a change or addition that falls outside the scope of the clause, it may give notice to terminate the Agreement by the date it enters into force. Use of the Services after the effective date will be considered acceptance of the modified or added Terms and Conditions.
24.1. Any dispute between the parties in connection with or arising out of the Contract shall be submitted to the competent court in the Netherlands in the region where Fiorent's registered office is located.
24.2. Where the contract states "in writing" or "in writing", this includes email communication, provided the identity of the sender and the integrity of the content can be adequately established.
24.3. Any version of information communication recorded by Fiorent will be considered authentic, unless the customer proves otherwise.
24.4. Customer's general terms and conditions shall not form part of the Agreement.
24.5. If any provision of the Agreement is found to be in violation of applicable law or otherwise unenforceable, that provision will be modified to the extent that it complies with applicable law, taking into account the intended meaning of that provision.
24.6. The Customer shall not be authorized to transfer this Agreement or its rights and obligations arising from this Agreement to a third party without the express consent of Fiorent. Fiorent shall have the authority to transfer this Agreement and all its rights and obligations arising from this Agreement to a third party who has taken over the commercial activities to which this Agreement is subject.
Appendix 1 | Data Processing Agreement
This Data Processing Agreement (hereinafter: “DPA”) forms an integral and integral part of the Agreement concluded between Fiorent (hereinafter: “Processor”) and the Customer (hereinafter: “Controller”) regarding the use of the Services. creates;
Hereinafter collectively referred to as the "Parties" and separately as the "Party"; taking into account:
The Controller may have access to the personal data of various persons (hereinafter: “Data Subjects”);
The Controller requires the Processor to perform certain types of processing in accordance with the Agreement;
The parties in this DPA understand the meaning of the definitions described in the General Data Protection Regulation (hereinafter: “GDPR”);
During the execution of the contract, the Processor, by order of the Controller, shall comply with Article 4.1 of the GDPR. can process personal data within the meaning of article;
The controller is considered a controller within the meaning of article 4.7 of the GDPR;
The processor is considered a processor within the meaning of article 4.8 of the GDPR;
GDPR obliges the Controller to ensure that the Processor provides adequate guarantees regarding the technical and organizational security measures related to the processing to be carried out;
In addition, the GDPR imposes an obligation on the Controller to ensure compliance with these measures; The parties wish to specify their rights and obligations in writing through this DPA in accordance with the requirements of Article 28.3 of the GDPR.
1. Purpose of processing
1.1. The Processor agrees to process personal data on behalf of the Controller in accordance with the terms of this Data Processing Agreement. Processing is done solely for the purpose of the Agreement and for all purposes compatible with or jointly determined. In addition, the transaction can be made on the basis of a legal obligation.
1.2. The Processing takes into account the purposes set by the Controller in relation to the categories of personal data and Data Subjects specified in Annex A to this Data Processing Agreement.
2. Processor obligations
2.1. The processor will only process personal data for the purposes specified in article 1 of this Data Processing Agreement.
2.2. With regard to the processing operations referred to in clause 1, the Processor will comply with the GDPR.
2.3. If the Processor considers that an instruction from the Controller would violate applicable law on the processing of personal data or otherwise be unreasonable, it will notify the Controller.
2.4. The Processor will assist the Controller in fulfilling its legal obligations under the GDPR, as long as it is within its control and as necessary. This relates to providing assistance in meeting obligations under Articles 32 to 36 GDPR.
2.5. All obligations of the Processor under this Data Processing Agreement shall apply equally to all persons, including but not limited to employees, who process personal data under the control of the Processor.
3. Confidentiality obligations
3.1. The Processor shall maintain the confidentiality of the personal data provided by the Controller. The processor ensures that persons authorized to process personal data are contractually obliged to protect the confidentiality of the personal data they process.
3.2. The obligation of confidentiality will not apply if the Controller has given express consent to provide the information to third parties, it is reasonably necessary to give it to third parties taking into account the nature of the assignment to the Processor, or the provision is legally required.
4. Notification and communication
4.1. The controller is always responsible for reporting any personal data breach to the competent supervisory authority as set out in Article 4, paragraph 12 (hereinafter: “Personal Data Breach”) of the GDPR, and for possible communication to Data Subjects regarding the Personal Data Breach.
4.2. To ensure that the Controller complies with this legal requirement, the Processor will notify the Controller without undue delay, and in any event no later than 48 hours after the Personal Data Breach is detected. The Processor will take reasonable measures to limit the consequences of the Personal Data Breach and to prevent further and future Personal Data Breach.
4.3. Under the previous clause, a notification will always be made, but only for actual Personal Data Breach.
4.4. If necessary and reasonable, the Processor will provide assistance to the Controller regarding the Personal Data Breach (new developments on the matter), taking into account the reasonableness of the request, the nature of the processing and the information available to it.
4.5. Notification to the controller shall include, at a minimum, the following, as is known at the time:
a. The nature of the Personal Data Breach;
b. (possible) consequences of Personal Data Breach;
c. relevant categories of personal data;
D. what security measures are and have been taken to protect personal data;
to. Measures taken or proposed to address Personal Data Breach and prevent future categories of Personal Data Subjects;
f. categories of relevant Data Subjects;
g. approximate number of relevant Data Subjects; And
h. different contact information to handle the notification when needed.
5. Rights of Data Subjects
5.1. If a Data Subject makes a request to exercise its legal rights under the GDPR (Articles 15-22) to the Processor, the Processor shall forward this request to the Controller within a maximum of three business days after receipt of the request. The Processor may notify the Data Subject of the transmission of such a request. The controller will then process the request independently.
5.2. Where a Data Subject makes a request to the Controller to exercise its legal rights, the Processor will cooperate to the extent possible and reasonable if required by the Controller.
6. Safety precautions
6.1. Processing transactions including the Processor are secure, lost or accidentally or unlawfully destroyed, personal data transmitted or access, loss, alteration, unauthorized disclosure, stored or otherwise processed against (especially) unlawful processing, in any form appropriate technical and administrative will take appropriate measures to implement the measures.
6.2. I. The processor will use its best efforts to provide a level of security appropriate to the risk, taking into account the latest technology, the costs of implementation, and the nature, scope, context and purposes of the processing, as well as the risk of varying probability and severity for the rights and freedoms of natural persons.
6.3. The Controller will provide personal data to the Processor for processing only if it has ensured that the necessary security measures have been taken.
7.1. The Controller has the right to verify the compliance by the Processor of all points covered by this Data Processing Agreement, through an audit by an independent third party bound by their Privacy obligations. The audit may only be conducted and may be conducted once a year if there is a reasonable and justifiable suspicion of a breach of this Data Processing Agreement in writing to the Processor.
7.2. If an independent third-party audit has been performed in the past year, the Processor may only fulfill its obligation by granting access to the relevant sections of that year's audit report if the Processor's compliance with its obligations under this Data Processing Agreement is to be verified within the same year.
7.3. The Processor and Controller together determine the date, time and scope of the inspection.
7.4. The Processor will provide full cooperation to the audit and make available all employees and all reasonably relevant information, including supporting data such as system logs.
7.5. Audit findings are evaluated by the Parties in joint consultation and may or may not be implemented by the Parties or jointly.
7.6. If the audit reveals inconsistencies in the Processor's compliance with this Data Processing Agreement that are directly attributable to the Processor, the costs of the audit will be borne by the Processor. In all other cases, the inspection costs will be borne by the Controller.
7.7. The audit and its results will be kept confidential by the Controller.
8. Involvement of subprocessors
8.1. The Controller authorizes the Processor to involve subprocessors in the provision of services under this Data Processing Agreement.
8.4 The Controller has the right to object, on reasonable grounds, in writing to the replacement of a particular new or subprocessor within two weeks of the Processor sending the notification. If the Controller raises an objection, the Parties will consult to reach a solution.
8.5. The Processor imposes at least the same obligations on the relevant subprocessors as agreed between the Controller and the Processor in this Data Processing Agreement.
8.6. The Processor shall ensure that these third parties comply with their obligations under this Data Processing Agreement and are liable for any damages arising from the breaches of these third parties as if they had committed the breach.
9. Transfer of personal data
9.1. The processor may process personal data in any country within the European Economic Area (EEA).
9.2. In addition, the Processor may transfer personal data to a country outside the EEA provided that country provides adequate protection of personal data and complies with other obligations imposed on it under this Data Processing Agreement and GDPR, including the availability of appropriate data. Protectors and enforceable for Data Owners.
10.1. The parties expressly agree that the provisions set forth in the Terms and Conditions regarding liability apply.
11. Term and termination
11.1. This Data Processing Agreement has been concluded for the period specified in the Agreement.
11.2. Exceptions to this Data Processing Agreement will be binding only if expressly agreed in writing between the Parties.
11.3. If changes in legislation or regulations result in changes, this will be considered by the Parties in joint consultations and may or may not be implemented.
11.4. This Data Processing Agreement may be modified in the same way as the Agreement.
11.5. Upon termination of the Data Processing Agreement, Fiorent, at its request and at the Controller's expense:
a. return all available personal data in the original format to the Controller; or
b. It destroys all personal data submitted to it.
The following annexes have been added to the Data Processing Agreement:
Annex 1A: Characteristics of personal data and Data Subjects
Appendix 1A | Indication of personal data and Data Owners
The Processor will process the following types of personal data under the supervision of the Controller for the performance of the Contract:
Any data stored in private fields
Any data stored in notes
From the following Data Subject categories:
The Controller represents and warrants that the definition of personal data and categories of Data Subjects in this Appendix 1A is complete and accurate, and that it will indemnify and hold the Processor responsible for any defects and claims that may arise from breach of this representation and warranty.