GENERAL TERMS AND CONDITIONS
of the private limited liability company CyberTwice B.V.
Article 1: Definitions
- Customer: The Counter Party that enters into an Agreement with the private limited liability company CyberTwice B.V., with its registered office at Flemingstraat 50, 1704 SL, Heerhugowaard, The Netherlands, herein referred to as CYBERTWICE, or which is negotiating in such a matter, as well as the Counter Party which requests an offer from CYBERTWICE or which has an offer sent by CYBERTWICE.
- Agreement: The binding Agreement between CYBERTWICE and the Customer, in whichever form, together with the amendment(s) and addition(s) to it and every (further) order which is placed on the grounds of this Agreement.
Article 2: Applicability
- These General Terms and Conditions apply to all Offers and Tenders by CYBERTWICE, as also to all Agreements to be entered into by CYBERTWICE and the ensuing activities, including the supply of goods and services, with the exclusion of the General Terms and Conditions of the Customer.
- Formation of an Agreement, as defined in Article 4 of these General Terms and Conditions, implies that these General Terms and Conditions have been accepted by the Customer.
- Derogations from these General Terms and Conditions must have been expressly agreed upon in
- writing. Derogations will then apply only for the offers concerned and Agreements to which they apply.
- Should CYBERTWICE not always demand strict observance of these General Terms and Conditions, this does not imply that these General Terms and Conditions do not apply and/or that CYBERTWICE will lose the right to demand strict observance of these General Terms and Conditions in future cases, whether similar or not.
- If the Customer is a real person, not acting in the course of a profession or company, the articles of these General Terms and Conditions or parts of it which are unreasonably onerous for the Customer because they occur on the List as meant in Section 6:236 of the Dutch Civil Code, or because they are in contravention of stipulations of mandatory rules of Consumer’s Law, will not apply. In this case, the other stipulations will continue to apply.
- The rescission and/or nullity of any stipulation of these General Terms and Conditions does not affect the other stipulations. The conflicting, legally invalid, stipulation will be considered to have been replaced by a stipulation in which the intentions and purpose of the original stipulation are done justice.
Article 3: Offers and Tenders
- All Offers and Tenders made by CYBERTWICE are always subject to contract, unless it has been expressly stipulated differently in writing, or unless they contain a fixed term for acceptance.
- Should an Offer or Tender be subject to contract and be accepted by the Customer, CYBERTWICE will have the right to revoke the offer within 5 days after having received the acceptance. Offers and Tenders from CYBERTWICE may only be accepted by the Customer without derogations.
- Offers and Tenders made orally cannot be binding, unless they later have been confirmed in writing by CYBERTWICE, albeit by means of an invoice.
- All specifications of types, sizes, measurements, numbers, weights, rates and possibilities for processing will be made known while taking the utmost care, without, however, CYBERTWICE guaranteeing that no discrepancies can or will occur. Should these unforeseen discrepancies occur, they will in no way bind CYBERTWICE.
Article 4: Agreements
- An Agreement will solely come about by written confirmation and acceptance by CYBERTWICE or if CYBERTWICE has explicitly begun to perform in accordance with the Agreement.
- Should a number of persons or legal entities form the Customer, they will all be jointly and severally
- liable for the fulfilling of the Agreement. Should the Agreement have been entered into by a third party on behalf of the Customer, said third party will warrant the Customer having accepted these General Terms and Conditions, failing which the third party is bound to these General Terms and Conditions as if it were the Customer itself.
- CYBERTWICE is entitled to engage third parties in the execution of the Agreement.
- Except with express permission in writing from CYBERTWICE, the Customer is forbidden to assign rights or duties under the Agreement to third parties.
- CYBERTWICE is entitled to refuse the request to enter into an Agreement partially or completely or to postpone the execution of an outstanding Agreement for reasons of its own. This authority can be invoked, amongst other, because of the content(s), nature, import or form of such a request as well as because of technical objections, refusal of (advance) payment(s) or conflict of the request with the interests of CYBERTWICE or third parties, amongst which other Customers.
- The Customer cannot invoke an Agreement if, before or during the execution of the Agreement, the
- information provided by the Customer on sizes, measurements, weights and numbers proves to be
- incorrect or incomplete. In such an event CYBERTWICE reserves the right to not, or not further execute an Agreement. In such a case CYBERTWICE can never be obliged to pay any compensation for damages or loss to the Customer, without prejudice to the right and possibility of CYBERTWICE to be able to claim compensation for damages or loss from the Customer, or to execute the Agreement as yet, at a higher price than agreed upon, Customer then being obliged to perform said payment.
Article 5: Contents, Amendment and Annulment of the Agreement
- The Customer bears the risk of misunderstandings as to the contents and execution of the Agreement if these arise from CYBERTWICE not receiving, not receiving in a timely or in an incomplete fashion of specifications or other communications made orally or by a person appointed thereto by the Customer or if they have been covered by any technical means such as telephone, telefax and suchlike means of transmission.
- The Customer cannot derive any rights from advice and information it obtained from CYBERTWICE if it bears no direct relation to the Agreement.
- Complete or partial amendment of the Agreement by the Customer is only possible if CYBERTWICE agrees to it in writing. Should a complete or partial amendment of the Agreement lead to additional costs, CYBERTWICE will be entitled to charge the Customer for compensation, to such an extent that the additional costs will at any rate be passed on to the Customer. Besides, the Customer will be completely liable for the consequences of the amendment in the Agreement towards third parties and will indemnify CYBERTWICE in this respect.
- Except with express permission in writing from CYBERTWICE, the Customer is not entitled to annul the Agreement completely or partially.
- To a permission in writing, as named in paragraph 4, CYBERTWICE can attach the condition that it will be entitled to charge the Customer for compensation. These damages are understood to include the losses incurred and profits lost by CYBERTWICE and at any rate they are understood to include the expenses CYBERTWICE has already incurred during preparation, amongst which the costs of reserved production capacity, purchased materials, services engaged and storage. In case of complete or partial annulment by the Customer, the Customer is furthermore fully liable to third parties for the consequences of the annulment and indemnifies CYBERTWICE in this respect.
- Should it prove necessary, in the course of the execution of the Agreement, at the discretion of CYBERTWICE, for a proper execution of the Agreement, to change and/or supplement the work to be performed, CYBERTWICE will inform the Customer of this, after which the Agreement will be amended, whether or not partially. CYBERTWICE can never be held to any compensation of damages to the Customer as a consequence of such an amendment.
Article 6: Prices and Price Changes
- All prices stated by CYBERTWICE are exclusive of turnover tax and other government levies and increases, unless expressly stated otherwise in writing.
- The price CYBERTWICE has stated for the performances to be executed by it, is exclusively valid for the performances in accordance with the specifications agreed upon.
- CYBERTWICE is entitled to charge extra costs, which were not agreed upon expressly in the Agreement, separately to the Customer, if incurring these costs is necessary for the execution of the Agreement. When appropriate, the Customer will be informed of this in writing as soon as possible.
- CYBERTWICE is furthermore entitled to raise the prices and tariffs agreed upon, amongst others in case of interim price increases and/or surcharges on prices of goods, costs of materials, semi-finished products or services necessary for the execution of the Agreement, shipping costs, wages or social contributions, decrease in value of the currencies agreed upon and all other government measures having the effect of increasing prices as a result of which the cost price increases. Should this occasion arise, the Customer will be informed of this in writing as soon as possible.
- Should, after the Agreement has been entered into, prices for the realisation of the Agreement undergo a raise before CYBERTWICE has completely met its obligations, CYBERTWICE will be entitled to adapt and change its prices accordingly if and insofar 3 months have elapsed since the coming about of the Agreement.
Article 7: Payment
- Amounts owed in the framework of the Agreement will be charged by means of an invoice. Payment must occur in euros within the term of payment named in the Agreement, being the strict deadline. If no term of payment was included in the Agreement, payment is to take place within 30 days after the invoice date, being the strict deadline.
- The Customer cannot appeal to any right of discount, suspension or deduction. Compensation by the Customer is only permitted if CYBERTWICE has recognized the Customer’s claim in writing.
- If a Delivery has been agreed upon in instalments and the first instalment has been delivered, besides payment for this instalment, CYBERTWICE is entitled to demand payment for the costs incurred for the whole Delivery.
- At CYBERTWICE’s first request, the Customer is obliged to provide security for the amounts to be paid to CYBERTWICE under the Agreement. The security provided will have to be such that the claim and all interest and costs possibly accruing to it will be properly covered and that CYBERTWICE will be able to recover from it without difficulty. A security which may have become insufficient at a later stage will have to be supplemented to a sufficient security at CYBERTWICE’s first request. Furthermore, at CYBERTWICE’s first request, the Customer is held to pay an advance for the payment of the amounts payable to CYBERTWICE under the Agreement, especially for costs of purchase, development, production and transport connected to the execution of the Agreement (this in the widest sense of the word). In case of non-observance the Customer will be in default without CYBERTWICE’s having to send a notice of default in writing. CYBERTWICE will then, without prejudice to its rights under the law, be authorised, amongst others to postpone execution of the
- Agreement until the Customer has remedied this omission.
- Independently of the way they are named, payments will first be considered to meet the interest and costs incurred, and then to meet the oldest, unpaid invoice.
- In case the strict deadline for payment is exceeded, the Customer will be in default by operation of law and will then owe a contractual interest rate of 1,5 % per month (cumulative) over the amount owed, each month started counting as a month, without prejudice to the other rights CYBERTWICE may exercise towards the Customer for non-payment or late payment.
- When a matter of default occurs, as described in paragraph 6 of this Article, CYBERTWICE is entitled and authorized to immediately postpone and suspend the execution of the Agreement, until the Customer has fully met his outstanding financial obligations.
- If CYBERTWICE is obliged to engage third parties to collect its claim, all further costs entailed will fall to the Customer, both judicial and extra-judicial, the latter being fixed at 15% of the amount to be claimed with a minimum of € 500 (five hundred euros), this besides its further claims to compensation for damages.
Article 8: Delivery Times
- The delivery times given by CYBERTWICE are approximate and can never be considered to be strict deadlines.
- The delivery time will only commence when parties have reached agreement on all commercial and technical details, all necessary data are in the possession of CYBERTWICE, the payments (in instalments) have been received and, furthermore, all other conditions for the execution of the Agreement have been met.
- If other circumstances occur than those known to CYBERTWICE when establishing the delivery time, it is entitled and authorised to extend the delivery time by the time necessary to execute the Agreement under these circumstances. In case the necessary work does not (any longer) fit into the planning of CYBERTWICE, it will be executed as soon as the planning permits.
- Should CYBERTWICE have postponed the execution of the Agreement, the delivery time given will be extended by the duration of the postponement.
- The mere expiration of the period of time does not constitute a default on the part of CYBERTWICE, not even in case of a strict delivery date, agreed upon in writing.
- In case of delivery not taking place in time, the Customer must first give Notice of Default in writing to CYBERTWICE, CYBERTWICE being given a reasonable term for compliance, said term never being shorter than 14 days. Within this term, CYBERTWICE can never be liable for compensation and never be in default.
Article 9: Execution of the Agreement
- CYBERTWICE is free in the way it will execute the Agreement, unless Parties have entered into explicit agreements in writing. All Agreements will be executed by CYBERTWICE in a sequence, determined by CYBERTWICE.
- CYBERTWICE is not held to deliver goods in instalments, however, CYBERTWICE does have the right to execute the Agreement in instalments. In case of delivery in instalments, each delivery is to be considered to be a separate transaction.
- In the execution of the Agreement, the Customer is furthermore held by CYBERTWICE to do everything that is reasonably necessary or desirable to enable a timely delivery by CYBERTWICE.
- Should the Customer not meet his obligations ensuing from the Agreement, CYBERTWICE will be authorised and entitled to immediately postpone and suspend the execution of the Agreement, or to completely or partially dissolve, annul or adapt the Agreement. CYBERTWICE can never be held to any compensation of damages to the Customer as a result of such a suspension, dissolution annulment or adaptation. The Customer is, however, held to compensation of any damages ensuing from the delay caused by the suspension, also in respect of third parties and the Customer completely indemnifies CYBERTWICE in this matter.
Article 10: Transport, Storage and Risk
- Unless expressly stated otherwise in writing, delivery of the goods to be delivered by CYBERTWICE will occur according the last issued Incoterms based on Ex Works, at which moment the risk passes to the Customer. The Customer is in any case obliged to accept the delivered goods.
- CYBERTWICE will not be charged with storing the goods to be delivered, unless it has expressly been agreed upon otherwise in writing. If for any reason whatever storage takes place, for instance if the Customer does not or cannot take delivery of the goods to be delivered by CYBERTWICE, this will at all times take place at the risk and expense of the Customer. CYBERTWICE will then always be entitled to avail themselves of their powers as set out in section 6:90 of the Dutch Civil Code.
- If part exchange is involved and the Customer continues to use the good(s) to be part exchanged, pending the delivery of the new good(s) by CYBERTWICE, the risk of the good(s) to be part exchanged remains attached to the Customer, until the moment at which he has placed them in the possession of CYBERTWICE.
Article 11: Retention of Title and Right of Pledge
- CYBERTWICE will remain owner of all goods delivered by them, as long as the Customer has not completely met everything it is held to meet by the Agreement, especially obligations to pay, this inclusive of interest and costs.
- CYBERTWICE is at all times entitled to repossess the goods delivered by it or to have them repossessed. The Customer therefore authorises CYBERTWICE, or third parties engaged by them, to enter the business accommodation and other premises where the delivered goods have been stored and/or have been placed, and to do or not do that which will or can promote repossession, this on penalty of the forfeiture of a fine, immediately due and claimable, of € 1,000 (one thousand euro’s) a day that it remains in default.
- The goods delivered by CYBERTWICE may solely be processed or resold to a third party by the Customer in the framework of normal business operations.
- The Customer is not permitted to exercise any rights on goods, such as pledging or encumbering with any rights, on which Retention of Title rests pursuant to this Article. The Customer is furthermore obliged to inform CYBERTWICE immediately if third parties wish to exercise rights on goods on which Retention of Title rests pursuant to this Article.
- At CYBERTWICE’s first Request the Customer undertakes to:
- insure, or to have and keep the goods on which, pursuant to this article, a Retention of Title rests, insured against damage by fire, explosion and water, together with theft and loss, and to present the relative policies to CYBERTWICE for inspection;
- to pledge to CYBERTWICE all claims on insurers by the Customer, upon resale of goods delivered by CYBERTWICE , on which Retention of Title rests pursuant to this article, in the way set out in Section 3:239 of the Dutch Civil Code;
- to pledge to CYBERTWICE all claims on its customers upon resale by the Customer relative to goods, delivered by CYBERTWICE, on which Retention of Title rests pursuant to this article, in the way set out in Section 3:239 of the Dutch Civil Code;
- to regard and specify as such the goods delivered by CYBERTWICE on which Retention of Title rests, pursuant to this article;
- to cooperate in every other way with all reasonable measures CYBERTWICE wishes to take for the protection and safeguarding of its rights of ownership in relation to the goods delivered by it under Retention of Title,
this all on the penalty of an immediately payable fine of € 1,000 (one thousand euros) per day in which the Customer remains in default.
- If CYBERTWICE cannot rely on its Retention of Title because the goods supplied by it are intermixed, deformation or accession, the Customer is obliged to pledge or to mortgage to CYBERTWICE the newly created goods, on the penalty of a fine, immediately due and payable penalty of € 1,000 (one thousand euro’s) per day in which in which it remains in default.
Article 12: Complaints
- CYBERTWICE will exert itself to do everything that is reasonable necessary to ensure that the performance to be delivered by it, including in particular the delivery of goods, meet the requirements which can reasonably be set.
- Immediately after execution of the Agreement, the Customer is obliged to inspect the performance and goods delivered by CYBERTWICE thoroughly for faults and defects, and to inform CYBERTWICE, either in writing or by e-mail, forthwith, but within 5 days at the very latest, if these are present.
- Should the Customer not have indicated the faults and defects, which could have been noted, or could have been noted upon thorough inspection, to CYBERTWICE within 5 days after the time of execution and delivery, the Customer will be considered to agree with the state in which the aforementioned performance was delivered and the right of complaint will lapse.
- In case of faults and defects, ascertained by the Customer it is held to enter these on the bill of carriage and furthermore specify the faults and defects it has ascertained accurately, while presenting relevant proof, including, in any case the presentation of sound photographic evidence.
- CYBERTWICE must immediately be given opportunity to check the faults and defects the Customer has ascertained. Should, in the opinion of CYBERTWICE, the faults and defects ascertained by the Customer be correct, CYBERTWICE will have the choice of either awarding reasonable damages, with due observance of the stipulations of Article 13, or, in consultation with the Customer, seeing to an adequate solution such as rectifying the faults and defects. In this case, the Customer will never be able to claim any reliance or additional damages.
- The performance delivered by CYBERTWICE will in any case be judged as sound if the Customer has started using the delivered good or a part of, has started working with or using it, has delivered it to third parties, or has had third parties use it, has had it worked with or used or delivered by or to third parties, unless the Customer complied with what has been set out in this Article.
- Should, according to criteria of reasonableness and fairness, the term of 2 days, meant in the second and third Paragraph of this Article, be considered as unacceptably short, even for a careful and alert Customer, this term will be extended, at the latest, to the first moment at which either the investigation or informing CYBERTWICE will be in reason possible for the Customer.
- The Customer is not entitled to terminate the Agreement or to fail to meet with his obligations completely or partially, or to stay or postpone them if CYBERTWICE is in default or remiss in the correct performance of its obligations under the Agreement, unless it is a matter of gross negligence or serious fault.
Article 13: Liability and Damages
- CYBERTWICE does not accept any liability whatever, for damages suffered by the Customer, unless they are the result of an attributable failure or a wrongful act of CYBERTWICE. In this case, CYBERTWICE is only liable insofar this liability is covered by CYBERTWICE’s insurance and up to the amount of the payment by the insurer.
- Should CYBERTWICE’s insurer not proceed to pay out for any reason, or should the damages not be covered by the insurance, liability in said case will be limited to the invoiced amount of the Agreement. CYBERTWICE is not obliged to a further compensation of damages or costs, under whatever name and of whatever nature, including trading loss (amongst which for instance damages through stagnation and missed profits), immaterial damages or other consequential damages for the Customer.
- Furthermore, CYBERTWICE is not liable in case of force majeure, as described in Article 14 of these General Terms and Conditions.
- The restrictions stipulated in this Article do not apply if the damage is the result of intent or gross negligence by CYBERTWICE.
- The Customer indemnifies CYBERTWICE for all liability towards third parties because of product liability as a consequence of a defect in a product delivered to a third party by the Customer and which in part consisted of products and/or materials provided by CYBERTWICE.
Article 14: Force majeure
- Circumstances beyond the will and control of CYBERTWICE, whether foreseeable at the time of entering into the Agreement or not, which are of such a nature that compliance with the Agreement can no longer in reason be asked of CYBERTWICE, are to be considered as force majeure, whether lasting or temporary, and will free CYBERTWICE from the obligation of performance.
- By force majeure are meant, amongst others: war, unrest, terrorism, natural disasters, storm damage, fire, earthquakes, floods, abnormal weather conditions, snow, falling snow, frost, floating ice, strikes, lockout or shortage of staff, shortcomings in equipment and means of transport, problems at sea, traffic obstructions, theft of goods, failures of electricity supply, internet connections and cable, telephone connections and other communication networks such as e-mail, breach of contract by third parties engaged by CYBERTWICE together with all hindrances, caused by government measures. Force majeure on the part of (overseas) suppliers and distributors, together with delivery problems in case of addresses with so-called difficult delivery are also covered by this stipulation on force majeure.
- In case of force majeure, CYBERTWICE is entitled to terminate the Agreement wholly or partially without recourse to the courts, without the Customer being able to claim compensation.
Article 15: Rescission and Termination
- Should the Customer be remiss in meeting his obligations pursuant to the Agreement, or should circumstances as set out in Paragraph 2 of this Article take place, CYBERTWICE has the right to terminate the Agreement immediately prematurely, without further Notice of Default being required. In this case the Customer will not be entitled to any compensation whatsoever, and the Customer will be obliged to pay CYBERTWICE all damages, interest and costs resulting from the premature rescission or termination.
- Amongst others, CYBERTWICE is entitled to premature rescission of the Agreement if the Customer fails to pay in a timely fashion or to meet obligations under the Agreement (including these General Terms and Conditions), or if one of the following circumstances occurs or threatens to occur:
- a pre-judgement attachment or execution is levied on one or more of the Customer’s assets;
- a petition for bankruptcy is filed for the Customer;
- the Customer is declared bankrupt;
- the Customer is granted a moratorium on payments, whether temporary or not, or such a moratorium is applied for by the Customer;
- the Customer dies or is placed under guardianship;
- the Customer’s business is discontinued and/or dissolved and/or wound up and/or transferred to a third party;
- CYBERTWICE in declared bankrupt;
- the Customer performs or omits acts, whereby the good reputation of CYBERTWICE or of third parties, amongst which other Customers is brought into serious disrepute;
- the Customer no longer complies with rules or regulations laid down by, or pursuant to the law;
- the Customer reports arrears in payment.
- Should CYBERTWICE already have delivered a performance for the execution of the Agreement at the moment of dissolving, this performance and the related payment obligation will not be revoked.
Article 16: Intellectual Property Rights
- The Customer recognises that CYBERTWICE is the owner or licensor of all intellectual property rights, such as patents, copyrights, trademarks, models, domain names, trade names, knowhow and all proprietary and/or commercial rights and trade secrets rights, tools, documentations et cetera in relation to CYBERTWICE products. No transfer or other grant of rights is given to the Customer, unless otherwise explicitly stated in writing. This applies even if products have been specially designed, developed or complied for the Customer.
- The Customer will not alter, remove or change the intellectual property rights, numbers or other identification symbols that are used on or in connection with CYBERTWICE products. Unless agreed otherwise in writing, the Customer is not allowed to use the intellectual property rights of CYBERTWICE. In any case, the Customer will not use the intellectual property rights of CYBERTWICE in a way that could in any way be damaging to their distinctiveness, reputation, validity or the goodwill of CYBERTWICE, or to the company or trade name of CYBERTWICE (in particular relating to the trademark or trade name CYBERTWICE). The Customer will never use or register any brand/trademark or trade name that resembles any brand/trademark or trade name of CYBERTWICE which could cause confusion (including indirect confusion) or misleading (in particular relating to the brand or trade name CYBERTWICE).
- The Customer will immediately notify CYBERTWICE in writing of all infringements or possible infringements of the intellectual property rights of CYBERTWICE that come to its attention. Whether or not legal steps will be taken with regard to such infringements is at CYBERTWICE’s discretion.
- In case of breach of this Article, the Customer will forfeit (for each breach) an immediately payable fine of € 10,000 (in words: ten thousand euros), together with an immediately payable fine of € 1,000 (in words: one thousand euros), for every day or part of a day that it continues to be in breach, without prejudice to his obligation to pay CYBERTWICE complete compensation in this matter, should it amount to more than the amounts of the fines given.
Article 17: Promotional materials
- Promotional materials which have been given by CYBERTWICE to the Customer, including – but not limited to – displays, stands, brochures, samples, demonstration models etc., can only be used in relation to the (re)sales and promotion of CYBERTWICES products. Said promotional materials are property of CYBERTWICE. In the event that the Customer does not purchase CYBERTWICE products and will turn to a competing trademark/brand or competing (re)seller, CYBERTWICE is entitled to claim said promotional materials from the Customer. The Customer will thus be obliged to return all said promotional materials to CYBERTWICE. Additionally, CYBERTWICE is entitled to claim said promotional materials in the event that the Customer is declared bankrupt or granted a suspension of payment, whether or not provisional, or when the Customer has otherwise wholly or partly lost the right or power to dispose of its assets, all irrespective of whether the situation is irrevocable, or if the Act on Debt Consolidation for Natural Persons (de Wet schuldsanering natuurlijke personen) is declared applicable to the Customer. In all the aforementioned cases, the Customer is obliged to return all said promotional materials to CYBERTWICE.
- The Customer will, in advance, cooperate with CYBERTWICE to repair the promotional materials.
Article 18: Confidentiality
- The Customer undertake to do everything to prevent confidential information from and about CYBERTWICE being brought to the attention of or delivered into the hands of third parties. All this does not apply if there is a legal obligation of disclosure and/or if the Customer shows that certain information is already in the public domain, by means other than by a breach of this confidentiality.
- The Customer will see to it that an obligation of confidentiality, equal to that set out in paragraph 1, will be imposed on his employees or third parties brought in by him who have access to the information meant in paragraph 1.
- In case of breach of this Article, the Customer will forfeit (for each breach) an immediately payable fine of € 10,000 (in words: ten thousand euros), together with an immediately payable fine of € 1,000 (in words: one thousand euros), for every day or part of a day that it continues to be in breach, without prejudice to his obligation to pay CYBERTWICE complete compensation in this matter, should it amount to more than the amounts of the fines given.
Article 19: Applicable Law and Competent Court
- Agreements and further Agreements deriving from them, to which these General Terms and Conditions apply, are solely governed by Dutch Law.
- All disputes, arising from the Agreements, to which these General Terms and Conditions apply, or from other Agreements deriving from them, including their execution, shall be settled exclusively by the component court of Noord-Holland, location Alkmaar (the Netherlands). The Dutch court Noord-Holland, location Alkmaar shall therefore have jurisdiction in all possible conflicts.
Article 20: Amendment and Explanation of the General Terms and Conditions
- These General Terms and Conditions may be amended and adapted. Any future adaptations and amendments will also apply to Agreements which came about before the date of amendment and adaptation, unless it has been expressly agreed upon differently in writing.
- The amendments and adaptations will come into effect 21 days after publication, unless it has been announced differently at publication.
Last updated August 5th , 2020
Data protection is of a particularly high priority for the management of CyberTwice B.V. The use of the Internet pages of CyberTwice B.V. is possible without any indication of personal data however, if a data subject wants to use special enterprise services via our website, processing of personal data could become necessary. If the processing of personal data is necessary and there is no statutory basis for such processing, we generally obtain consent from the data subject.
The processing of personal data, such as the name, address, e-mail address, or telephone number of a data subject shall always be in line with the General Data Protection Regulation (GDPR), and in accordance with the country-specific data protection regulations applicable to CyberTwice B.V. By means of this data protection declaration, our enterprise would like to inform the general public of the nature, scope, and purpose of the personal data we collect, use and process. Furthermore, data subjects are informed, by means of this data protection declaration, of the rights to which they are entitled.
As the controller, CyberTwice B.V. has implemented numerous technical and organizational measures to ensure the most complete protection of personal data processed through this website. However, Internet-based data transmissions may in principle have security gaps, so absolute protection may not be guaranteed. For this reason, every data subject is free to transfer personal data to us via alternative means, e.g. by telephone.
The data protection declaration of CyberTwice B.V. is based on the terms used by the European legislator for the adoption of the General Data Protection Regulation (GDPR). Our data protection declaration should be legible and understandable for the general public, as well as our customers and business partners. To ensure this, we would like to first explain the terminology used.
In this data protection declaration, we use, inter alia, the following terms:
- a) Personal data
Personal data means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
- b) Data subject
Data subject is any identified or identifiable natural person, whose personal data is processed by the controller responsible for the processing.
- c) Processing
Processing is any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- d) Restriction of processing
Restriction of processing is the marking of stored personal data with the aim of limiting their processing in the future.
- e) Profiling
Profiling means any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects concerning that natural person's performance at work, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements.
- f) Pseudonymisation
Pseudonymisation is the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organisational measures to ensure that the personal data are not attributed to an identified or identifiable natural person.
- g) Controller or controller responsible for the processing
Controller or controller responsible for the processing is the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
- h) Processor
Processor is a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
- i) Recipient
Recipient is a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.
- j) Third party
Third party is a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorised to process personal data.
- k) Consent
Consent of the data subject is any freely given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
- Name and Address of the controller
Controller for the purposes of the General Data Protection Regulation (GDPR), other data protection laws applicable in Member states of the European Union and other provisions related to data protection is:
1822 BS Alkmaar
Phone: +31 72 210 02 04
The data subject may, at any time, prevent the setting of cookies through our website by means of a corresponding setting of the Internet browser used, and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an Internet browser or other software programs. This is possible in all popular Internet browsers. If the data subject deactivates the setting of cookies in the Internet browser used, not all functions of our website may be entirely usable.
- Collection of general data and information
The website of CyberTwice B.V. collects a series of general data and information when a data subject or automated system calls up the website. This general data and information are stored in the server log files. Collected may be (1) the browser types and versions used, (2) the operating system used by the accessing system, (3) the website from which an accessing system reaches our website (so-called referrers), (4) the sub-websites, (5) the date and time of access to the Internet site, (6) an Internet protocol address (IP address), (7) the Internet service provider of the accessing system, and (8) any other similar data and information that may be used in the event of attacks on our information technology systems.
When using these general data and information, CyberTwice B.V. does not draw any conclusions about the data subject. Rather, this information is needed to (1) deliver the content of our website correctly, (2) optimize the content of our website as well as its advertisement, (3) ensure the long-term viability of our information technology systems and website technology, and (4) provide law enforcement authorities with the information necessary for criminal prosecution in case of a cyber-attack. Therefore, CyberTwice B.V. analyses anonymously collected data and information statistically, with the aim of increasing the data protection and data security of our enterprise, and to ensure an optimal level of protection for the personal data we process. The anonymous data of the server log files are stored separately from all personal data provided by a data subject.
- Registration on our website
The data subject has the possibility to register on the website of the controller with the indication of personal data. Which personal data are transmitted to the controller is determined by the respective input mask used for the registration. The personal data entered by the data subject are collected and stored exclusively for internal use by the controller, and for his own purposes. The controller may request transfer to one or more processors (e.g. a parcel service) that also uses personal data for an internal purpose which is attributable to the controller.
By registering on the website of the controller, the IP address—assigned by the Internet service provider (ISP) and used by the data subject—date, and time of the registration are also stored. The storage of this data takes place against the background that this is the only way to prevent the misuse of our services, and, if necessary, to make it possible to investigate committed offenses. Insofar, the storage of this data is necessary to secure the controller. This data is not passed on to third parties unless there is a statutory obligation to pass on the data, or if the transfer serves the aim of criminal prosecution.
The registration of the data subject, with the voluntary indication of personal data, is intended to enable the controller to offer the data subject contents or services that may only be offered to registered users due to the nature of the matter in question. Registered persons are free to change the personal data specified during the registration at any time, or to have them completely deleted from the data stock of the controller.
The data controller shall, at any time, provide information upon request to each data subject as to what personal data are stored about the data subject. In addition, the data controller shall correct or erase personal data at the request or indication of the data subject, insofar as there are no statutory storage obligations. The entirety of the controller’s employees are available to the data subject in this respect as contact persons.
- Contact possibility via the website
The website of CyberTwice B.V. contains information that enables a quick electronic contact to our enterprise, as well as direct communication with us, which also includes a general address of the so-called electronic mail (e-mail address). If a data subject contacts the controller by e-mail or via a contact form, the personal data transmitted by the data subject are automatically stored. Such personal data transmitted on a voluntary basis by a data subject to the data controller are stored for the purpose of processing or contacting the data subject. There is no transfer of this personal data to third parties.
- Routine erasure and blocking of personal data
The data controller shall process and store the personal data of the data subject only for the period necessary to achieve the purpose of storage, or as far as this is granted by the European legislator or other legislators in laws or regulations to which the controller is subject to.
If the storage purpose is not applicable, or if a storage period prescribed by the European legislator or another competent legislator expires, the personal data are routinely blocked or erased in accordance with legal requirements.
- Rights of the data subject
- a) Right of confirmation
Each data subject shall have the right granted by the European legislator to obtain from the controller the confirmation as to whether or not personal data concerning him or her are being processed. If a data subject wishes to avail himself of this right of confirmation, he or she may, at any time, contact any employee of the controller.
- b) Right of access
Each data subject shall have the right granted by the European legislator to obtain from the controller free information about his or her personal data stored at any time and a copy of this information. Furthermore, the European directives and regulations grant the data subject access to the following information:
the purposes of the processing;
the categories of personal data concerned;
the recipients or categories of recipients to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organizations.
where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;
the existence of the right to request from the controller rectification or erasure of personal data, or restriction of processing of personal data concerning the data subject, or to object to such processing;
the existence of the right to lodge a complaint with a supervisory authority;
where the personal data are not collected from the data subject, any available information as to their source;
the existence of automated decision-making, including profiling, referred to in Article 22(1) and (4) of the GDPR and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for the data subject.
Furthermore, the data subject shall have a right to obtain information as to whether personal data are transferred to a third country or to an international organisation. Where this is the case, the data subject shall have the right to be informed of the appropriate safeguards relating to the transfer.
If a data subject wishes to avail himself of this right of access, he or she may, at any time, contact any employee of the controller.
- c) Right to rectification
Each data subject shall have the right granted by the European legislator to obtain from the controller without undue delay the rectification of inaccurate personal data concerning him or her. Taking into account the purposes of the processing, the data subject shall have the right to have incomplete personal data completed, including by means of providing a supplementary statement.
If a data subject wishes to exercise this right to rectification, he or she may, at any time, contact any employee of the controller.
- d) Right to erasure (Right to be forgotten)
Each data subject shall have the right granted by the European legislator to obtain from the controller the erasure of personal data concerning him or her without undue delay, and the controller shall have the obligation to erase personal data without undue delay where one of the following grounds applies, as long as the processing is not necessary:
The personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed.
The data subject withdraws consent to which the processing is based according to point (a) of Article 6(1) of the GDPR, or point (a) of Article 9(2) of the GDPR, and where there is no other legal ground for the processing.
The data subject objects to the processing pursuant to Article 21(1) of the GDPR and there are no overriding legitimate grounds for the processing, or the data subject objects to the processing pursuant to Article 21(2) of the GDPR.
The personal data have been unlawfully processed.
The personal data must be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject.
The personal data have been collected in relation to the offer of information society services referred to in Article 8(1) of the GDPR.
If one of the aforementioned reasons applies, and a data subject wishes to request the erasure of personal data stored by CyberTwice B.V., he or she may, at any time, contact any employee of the controller. An employee of CyberTwice B.V. shall promptly ensure that the erasure request is complied with immediately.
Where the controller has made personal data public and is obliged pursuant to Article 17(1) to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform other controllers processing the personal data that the data subject has requested erasure by such controllers of any links to, or copy or replication of, those personal data, as far as processing is not required. An employees of CyberTwice B.V. will arrange the necessary measures in individual cases.
- e) Right of restriction of processing
Each data subject shall have the right granted by the European legislator to obtain from the controller restriction of processing where one of the following applies:
The accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data.
The processing is unlawful and the data subject opposes the erasure of the personal data and requests instead the restriction of their use instead.
The controller no longer needs the personal data for the purposes of the processing, but they are required by the data subject for the establishment, exercise or defence of legal claims.
The data subject has objected to processing pursuant to Article 21(1) of the GDPR pending the verification whether the legitimate grounds of the controller override those of the data subject.
If one of the aforementioned conditions is met, and a data subject wishes to request the restriction of the processing of personal data stored by CyberTwice B.V., he or she may at any time contact any employee of the controller. The employee of CyberTwice B.V. will arrange the restriction of the processing.
- f) Right to data portability
Each data subject shall have the right granted by the European legislator, to receive the personal data concerning him or her, which was provided to a controller, in a structured, commonly used and machine-readable format. He or she shall have the right to transmit those data to another controller without hindrance from the controller to which the personal data have been provided, as long as the processing is based on consent pursuant to point (a) of Article 6(1) of the GDPR or point (a) of Article 9(2) of the GDPR, or on a contract pursuant to point (b) of Article 6(1) of the GDPR, and the processing is carried out by automated means, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller.
Furthermore, in exercising his or her right to data portability pursuant to Article 20(1) of the GDPR, the data subject shall have the right to have personal data transmitted directly from one controller to another, where technically feasible and when doing so does not adversely affect the rights and freedoms of others.
In order to assert the right to data portability, the data subject may at any time contact any employee of CyberTwice B.V..
- g) Right to object
Each data subject shall have the right granted by the European legislator to object, on grounds relating to his or her particular situation, at any time, to processing of personal data concerning him or her, which is based on point (e) or (f) of Article 6(1) of the GDPR. This also applies to profiling based on these provisions.
CyberTwice B.V. shall no longer process the personal data in the event of the objection, unless we can demonstrate compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject, or for the establishment, exercise or defence of legal claims.
If CyberTwice B.V. processes personal data for direct marketing purposes, the data subject shall have the right to object at any time to processing of personal data concerning him or her for such marketing. This applies to profiling to the extent that it is related to such direct marketing. If the data subject objects to CyberTwice B.V. to the processing for direct marketing purposes, CyberTwice B.V. will no longer process the personal data for these purposes.
In addition, the data subject has the right, on grounds relating to his or her particular situation, to object to processing of personal data concerning him or her by CyberTwice B.V. for scientific or historical research purposes, or for statistical purposes pursuant to Article 89(1) of the GDPR, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
In order to exercise the right to object, the data subject may contact any employee of CyberTwice B.V.In addition, the data subject is free in the context of the use of information society services, and notwithstanding Directive 2002/58/EC, to use his or her right to object by automated means using technical specifications.
- h) Automated individual decision-making, including profiling
Each data subject shall have the right granted by the European legislator not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her, or similarly significantly affects him or her, as long as the decision (1) is not is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) is not authorised by Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject's rights and freedoms and legitimate interests, or (3) is not based on the data subject's explicit consent.
If the decision (1) is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) it is based on the data subject's explicit consent, CyberTwice B.V. shall implement suitable measures to safeguard the data subject's rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and contest the decision. If the data subject wishes to exercise the rights concerning automated individual decision-making, he or she may, at any time, contact any employee of CyberTwice B.V..
- i) Right to withdraw data protection consent
Each data subject shall have the right granted by the European legislator to withdraw his or her consent to processing of his or her personal data at any time. If the data subject wishes to exercise the right to withdraw the consent, he or she may, at any time, contact any employee of CyberTwice B.V..
- Legal basis for the processing
Art. 6(1) lit. a GDPR serves as the legal basis for processing operations for which we obtain consent for a specific processing purpose. If the processing of personal data is necessary for the performance of a contract to which the data subject is party, as is the case, for example, when processing operations are necessary for the supply of goods or to provide any other service, the processing is based on Article 6(1) lit. b GDPR. The same applies to such processing operations which are necessary for carrying out pre-contractual measures, for example in the case of inquiries concerning our products or services. Is our company subject to a legal obligation by which processing of personal data is required, such as for the fulfillment of tax obligations, the processing is based on Art. 6(1) lit. c GDPR. In rare cases, the processing of personal data may be necessary to protect the vital interests of the data subject or of another natural person. This would be the case, for example, if a visitor were injured in our company and his name, age, health insurance data or other vital information would have to be passed on to a doctor, hospital or other third party. Then the processing would be based on Art. 6(1) lit. d GDPR. Finally, processing operations could be based on Article 6(1) lit. f GDPR. This legal basis is used for processing operations which are not covered by any of the abovementioned legal grounds, if processing is necessary for the purposes of the legitimate interests pursued by our company or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data. Such processing operations are particularly permissible because they have been specifically mentioned by the European legislator. He considered that a legitimate interest could be assumed if the data subject is a client of the controller (Recital 47 Sentence 2 GDPR).
- The legitimate interests pursued by the controller or by a third party
Where the processing of personal data is based on Article 6(1) lit. f GDPR our legitimate interest is to carry out our business in favor of the well-being of all our employees and the shareholders.
- Period for which the personal data will be stored
The criteria used to determine the period of storage of personal data is the respective statutory retention period. After expiration of that period, the corresponding data is routinely deleted, as long as it is no longer necessary for the fulfillment of the contract or the initiation of a contract.
- Provision of personal data as statutory or contractual requirement. Requirement necessary to enter into a contract. Obligation of the data subject to provide the personal data. Possible consequences of failure to provide such data
We clarify that the provision of personal data is partly required by law (e.g. tax regulations) or can also result from contractual provisions (e.g. information on the contractual partner). Sometimes it may be necessary to conclude a contract that the data subject provides us with personal data, which must subsequently be processed by us. The data subject is, for example, obliged to provide us with personal data when our company signs a contract with him or her. The non-provision of the personal data would have the consequence that the contract with the data subject could not be concluded. Before personal data is provided by the data subject, the data subject must contact any employee. The employee clarifies to the data subject whether the provision of the personal data is required by law or contract or is necessary for the conclusion of the contract, whether there is an obligation to provide the personal data and the consequences of non-provision of the personal data.
- Existence of automated decision-making
As a responsible company, we do not use automatic decision-making or profiling.
- Links from and to the CyberTwice website
CyberTwice is not responsible for the content of websites that it refers to or which refer to this website. All liability for damage suffered after visiting another website via a link on this website or in any other way is ruled out. The fact that a link is created to a third-party website or that it is allowed for a third-party website to contain a link to this website does not mean that CyberTwice approves or recommends the products or services on the third-party website.
- Using information
CyberTwice reserves all intellectual property rights and other rights to this website and to the products and services provided via this website. It is permitted to download and print the information provided for personal, non-commercial use. It is not permitted to copy, duplicate or otherwise distribute or publish the content of this website without having obtained the prior written permission of CyberTwice.
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CyberTwice is the editor and publisher of information on this website. CyberTwice is fully aware of its responsibilities and takes the greatest possible care concerning the reliability and timeliness of the information. Nevertheless, this website may contain inaccurate and/or incomplete information.
CyberTwice cannot accept any liability for damages related to the use of this website or with the temporary inability to access this website. Neither are we liable for damages resulting from the use of information provided on this website or incompleteness in any way whatsoever.
Links to and from the CyberTwice website
CyberTwice is not responsible for the content of websites referred to or those referring to this website. Any liability for damage suffered after a visit to another website via a link on this website or otherwise, is excluded. The fact that a link is created to a third-party's website or by allowing a third-party's website to include a link to this website, does not mean that CyberTwice approves of or recommends the products or services on the website of the third party.
CyberTwice retains all the intellectual property and other rights of this website and the products and services on this website to be delivered. It is permitted to download and print the information provided for your own personal non-commercial use. It is not permitted to copy the contents of this website, reproduce or distribute in any way or to disclose without prior written consent from CyberTwice.