The eTraining Company bv - elearning solutions

General delivery & service conditions

Article 9 - Dissolution/(Interim) termination/Suspension

9.1 Other party may terminate the Agreement with immediate effect if THE ETRAINING COMPANY, even after proper written notice of default, seriously fails to meet the agreed performance and the terminating party cannot reasonably be expected to continue the Agreement;

9.2 Both THE ETRAINING COMPANY and the other party have the right to terminate an Agreement at all times without giving reasons by a simple written statement with due regard to the notice periods stated in this article (9.4.1/9.4.2);

9.2.1. Agreements may be terminated by the Other Party at any time by giving notice of one month, without there being any reciprocal right to compensation. The Other Party's notice period may be shorter if a different notice period is explicitly included in the Agreement;

9.2.2. Contracts may be terminated by THE ETRAINING COMPANY at any time by giving two (2) months notice without either party being entitled to compensation, unless a different notice period has been explicitly agreed in the contract;

9.3 The Other Party may terminate the Agreement with immediate effect if:

THE ETRAINING COMPANY is placed under guardianship or decides to liquidate its business or is declared bankrupt, requests its own bankruptcy, proceeds with the liquidation of its assets, submits a request for a suspension of payments, or has all or part of its assets seized;
the delivered goods or part thereof are seized and the right of use cannot or may not be continued;
THE ETRAINING COMPANY proceeds or decides to cease or transfer its business or a significant part thereof, including the contribution of its business to a company to be founded or already existing, or proceeds or decides to change the objective of its business, or to dissolve its business;

9.4 THE ETRAINING COMPANY may terminate the Agreement with immediate effect if:

the Other Party is placed under guardianship or decides to liquidate its business or is declared bankrupt or is granted a suspension of payments, requests its own bankruptcy, proceeds to liquidate its assets, submits a request for a suspension of payments, or has its entire or part of its assets attached;
Other Party does not fulfil or does not fully fulfil any obligations towards THE ETRAINING COMPANY by virtue of the law or the Agreement after having received a written notice of default;
The Other Party fails to pay an invoice amount or a part thereof within the term set for it;
The Other Party proceeds or decides to cease or transfer its business or an important part thereof, including the contribution of its business to a company to be incorporated or already existing, or proceeds or decides to change the objective of its business, or to dissolve its company;

In the event of termination as referred to in 9.2 and 9.3, the parties shall never be liable to pay any compensation.

9.5 The amounts invoiced by THE ETRAINING COMPANY before the dissolution in connection with what it has already performed or delivered for the execution of the contract in accordance with its obligations will remain due undiminished and become immediately payable at the time of dissolution;

9.6 If the Agreement is terminated, THE ETRAINING COMPANY will provide full cooperation and assistance to the Other Party in order to filter out all relevant information from the software made available to them. This includes - user data and - all content components of the modules present. If the provision of the data has to take place after the termination of the agreement, i.e. when the customer no longer has access to the sub-domain, then the amounts specified by THE ETRAINING COMPANY at the time of termination will apply. Both parties are not allowed to use published content for other media expressions (and/or sub-domains) after the termination of the contract without the consent of the other party;

9.7. If THE ETRAINING COMPANY is prevented from (further) performing the Contract as a result of circumstances that could not reasonably have been foreseen by THE ETRAINING COMPANY, THE ETRAINING COMPANY will be entitled, without any obligation to pay compensation, to dissolve the Contract in whole or in part by means of a written notice to that effect sent to the Other Party without judicial intervention, or to suspend (further) performance of the Contract, without prejudice to THE ETRAINING COMPANY's right to receive payment from the Other Party for any performance already carried out by THE ETRAINING COMPANY. In the event of suspension, THE ETRAINING COMPANY will still be entitled to declare the Contract dissolved in whole or in part.

Article 10 - Force majeure

Neither party is obliged to comply with any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, nor can it be blamed in accordance with the law, legal acts or social views. Delay at or failure to perform by THE ETRAINING COMPANY's suppliers, transport difficulties and strikes and, furthermore, all events and circumstances beyond THE ETRAINING COMPANY's reasonable control explicitly count as force majeure.

Article 11 - Transfer of rights

THE ETRAINING COMPANY is entitled to transfer to third parties all claims, powers, rights, privileges, actions and obligations arising from contracts with the other party. The Other Party hereby declares that in the event of such a transfer, third parties will be able to exercise all the rights granted to THE ETRAINING COMPANY in this contract towards the Other Party and that the Other Party will accept the performance of the transferred obligations by the third party or parties. Other Party is not entitled to transfer all or part of the rights and obligations under this contract to a third party without the prior written consent of THE ETRAINING COMPANY.

Article 12 - Jurisdiction, applicable law and dispute resolution

12.1 All (disputes relating to) agreements (including the applicable general conditions) entered into with THE ETRAINING COMPANY shall be governed by Dutch law;

12.2 The disputes referred to in paragraph 1 shall be submitted exclusively to the competent court.

12.3 In the event of conflict between agreements, documents or appendices, the following order of precedence shall apply:
a. Agreement
b. General terms and conditions of delivery and service;
c. Separate Processing Agreement;

12.4. Before resorting to the courts, Parties are obliged to make every effort to settle the dispute in relation to agreement(s) including the General Terms and Conditions applicable thereto, in mutual consultation.

12.5. Logs and measurements taken by THE ETRAINING COMPANY are at all times conclusive evidence, subject to proof to the contrary to be provided by the Other Party.

12.6. Unless the law obliges otherwise, only the competent court in the district of the place of business of Processor will be designated to take knowledge of disputes.

Article 13 - Guarantees

THE ETRAINING COMPANY warrants that (any indication of) its software and/or services will be provided with care, but THE ETRAINING COMPANY cannot guarantee that (minor) discrepancies will not occur.

- Infrastructure maintenance always takes place between 22:00 and 6:00 and is communicated to the client at least 48 hours in advance.

- Of the data placed on THE ETRAINING COMPANY's server by users/course participants, THE ETRAINING COMPANY guarantees integrity and the ownership of the other party.

- THE ETRAINING COMPANY guarantees adequate professional security of the system, services and data.

Article 14 - Telecommunications

If telecommunication facilities are used in the maintenance of software, including support, or other services provided by THE ETRAINING COMPANY, each party shall be responsible for the correct choice and timely availability of such facilities on its part. THE ETRAINING COMPANY is not liable for mutilation, interception or loss of data or processing results during the transmission of data.

Article 15 - Processing and protection of Personal Data

If the Other Party purchases a Connection the agreements referred to in the General Data Protection Regulation, specifically with regard to the Processing of personal data, will be laid down in such a way that THE ETRAINING COMPANY B.V. will at all times act as Processor and the Counterparty as Data controller. Data controller (being the Other Party) commissions Processor (being THE ETRAINING COMPANY B.V.) to provide the Connection, including Software, which includes the Processing of Personal Data of Data Subjects (participants and users of the Connection). This article lays down the conditions under which THE ETRAINING COMPANY B.V. will process the personal data for the Other Party:

15.1 Definitions

General Data Protection Regulation; when processing personal data, the definitions as stated in the European GDPR legislation regarding the processing of personal data apply. The terms below have the following meanings:

Data subject: the person to whom the Personal Data relates;
Agreement(s): any existing or future agreement between the Data controller and the Processor under which the Processor performs work for the Data controller via an application or service offered by the Processor whereby Personal Data are obtained;
Personal Data: data by which a natural person can be identified;
Processing: any act or set of acts relating to Personal Data;

15.2. Duration, term and termination

The terms and conditions regarding the Processing of personal data shall come into effect on the date of signature of the Agreement and shall apply to all Agreements between the Parties from that time onwards.

The provisions and conditions in article 15. with regard to the Processing of personal data will terminate by operation of law at the time that the Agreement between the Parties is terminated or one of the Parties is declared bankrupt.
In the event of termination of the Agreement, Parties will consult on the transfer of the Personal Data to Data Controller.

15.3. Purposes of processing

Under the terms of the Agreement, Data Controller undertakes to process personal data on behalf of Processor. Processing will take place exclusively within the framework of the Connection and for purposes to be determined by agreement. The Connection, including the Software supplied, is used for the purposes of online learning and communication about elearning modules (online courses) that are produced on the instructions of the Processing Responsible Party or by the Processor and offered to the Data Subjects via the Connection on the platform used. Data Subjects who are admitted to the Connection provided to them by the Processor can log in and make use of the training modules accessible and available via the Software. To this end, Processor will use the personal data provided by the Data Subjects to grant the Data Subjects access and to allow them to inspect the progress and results.
Data controller will not process the personal data for any purpose other than as determined by the Processor. The Processor will inform the Data controller of the processing purposes if they are not already stated in the Annexes.

15.4. Obligations of the Data Controller

The Processor guarantees that the processing of personal data falls under one of the GDP regulation. The processor will indemnify the data controller against all claims and demands relating to non-compliance or incorrect compliance with the notification obligation.

2. Provided that the processing of personal data has not been executed as stated in the GDPR the Data

controller shall be responsible for reporting this misconduct to the Personal Data Authority within the

specified period.

3. The Data Controller warrants the Processor that the content, the use and/or the Personal

Data are not unlawful and do not infringe any right of a third party.

15.5. Obligations of Processor

With regard to the processing of personal data the Processor will ensure compliance with the applicable laws and regulations, including in any case the laws and regulations under the GDPR
The Processor shall process the Personal Data on the instructions of the Data controller and shall carry out requests and/or instructions from the Data controller concerning adjustments to the processing of Personal Data insofar as this is possible within the framework of the Connection and Software used and provided that the Data controller bears the costs of adjustments to be made to the software for this purpose.
Processor shall ensure that appropriate technical and organisational measures are in place to ensure that, in its capacity as Processor of Personal Data, it complies with the requirements of the GDPR and ensures the protection of the rights of Data Subjects.
The Data controller gives its consent to the Processor to engage third parties for the purposes of Processing in the context of the performance of the Agreement, and the GDPR with regard to the Processing of personal data.
The Processor shall take technical and organisational measures in respect of the Processing of Personal Data to be carried out in order to prevent loss or unlawful Processing (such as unauthorised access, impairment, alteration or disclosure of the data). These obligations of the Processor also apply to those who process Personal Data under the authority of the Processor, including but not limited to employees, in the broadest sense of the word.
The Processor shall inform the Data controller accountant, at the latter's first request, of the measures it has taken with regard to its obligations.
If there is a security incident and/or data leak as referred to in the GDPR at the Processor - or at a third party engaged by the Processor - the Processor will always report this to the Data controller without delay. In doing so, it will also indicate:

What caused the security incident/data breach,
What are the possible consequences of the security incident/data breach;
How Processor will take (or has already taken) measures to limit these consequences.
The period within which the breach has taken place
The type or types of personal data involved in the breach

8. In the event that a Data Subject makes a request for inspection, or for correction, supplementation,

amendment or blocking to the Processor, the Processor will process the request further. Processor will

give at the request and expense of Data controller its cooperation.
9. The parties shall inform each other without delay of any relevant changes in the processing.

15.6 Transfer of personal data
Processor may process the personal data in countries within the European Union. Processor shall not process the personal data in or transfer it to countries outside the European Union.

15.7 Division of responsibility

The Processor is solely responsible for the processing of the personal data that is stored within the context of the Connection and Software, and that is generated in accordance with the instructions of Data controller under the explicit (final) responsibility of the Data controller. he Processor is explicitly not responsible for other processing of personal data, including but not limited to the collection of the personal data by the Data controller for purposes not notified to the Processor.
The Processor guarantees that the content, use and commissioning of the processing of the personal data as referred to in the Agreement is not unlawful and does not infringe any third-party right.

15.8 Audits

The Data controller is entitled to carry out an audit once a year to verify the agreements.
Processor shall store the supporting data required for the audits, provided it is relevant to the processing of Personal Data. Processor reserves the right to make a distinction during an audit between data provision relating to the processing of Personal Data and data provision whereby access is requested to business-sensitive data which may harm the intellectual property of software and/or service.The latter will not be provided, or only under conditions to be determined.
The persons performing the audit shall conform to the security procedures applicable at the Processor and at any third parties engaged by the Processor in connection with the performance of the Agreement.All costs of an audit will be borne by the Data controller Processor may charge the costs incurred by him to Data controller; to this end, the Data controller will receive a cost estimate in advance that Processor prepares on the basis of desired audit objectives.

4. The Processor will agree a date with the Data controller when the audit can take place. If the date and time of the audit is not convenient for Processor due to business and/or organizational reasons, it will inform

Processor in a timely manner and the Parties must agree on a new date. The findings of the audit will be

assessed by the Parties in mutual consultation and, as a result, may or may not be implemented by one or both parties jointly.

15.9 Liability

Insofar as Processor can be held liable for damage suffered by the Data Controller in the sense of the GDPR due to an attributable failure to perform its obligations regarding the Processing of Personal Data, the total liability of Processor towards Data Controller is limited to compensation of the direct and demonstrable damage suffered by Data Controller; in no event will this exceed the amounts invoiced by Processor to Data Controller under the agreement (excluding turnover tax) in the year in which the damage occurred; but never more than €. 25,000 in total (twenty-five thousand euros). Liability of Processor for property damage (of any nature) and Indirect damage is excluded. Indirect damage includes consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business interruption and damage as a result of claims from third parties.

15.10 Secrecy and confidentiality

All personal data that the Processor receives from the Data controller and/or collects itself in the context of this Processing Agreement is subject to an obligation of confidentiality vis-à-vis third parties.
This secrecy obligation will not apply insofar as the Data Controller has given its express consent to provide the information to third parties, if providing the information to third parties is logically necessary, or if there is a legal obligation to provide the information to a third party.

15.11 Personal data ownership rights

All industrial or intellectual property rights in relation to the Personal Data to be processed or processed shall belong to the Controller.

Article 16 - Additional delivery terms

All offers, orders, negotiations and agreements whereby THE ETRAINING COMPANY provides a Connection, Software and/or services, are subject to the additional conditions described in this article in addition to the general Delivery and Service Conditions:

16.1 Agreement

Unless otherwise agreed, taking into account an initial period, an Agreement is entered into for at least one year. The Agreement is always tacitly renewed for a period of one year, unless the Other Party cancels the Agreement in writing at the latest one month before the end of the current contract year. After the conclusion of the Agreement, however, additional agreements may be made. These arrangements and/or any promises made by or on behalf of THE ETRAINING COMPANY will only be binding on THE ETRAINING COMPANY if these have been confirmed in writing by THE ETRAINING COMPANY. Any additional agreements will be subject to the General Conditions of Delivery.

16.2 Connection

THE ETRAINING COMPANY is entitled to temporarily block and/or restrict the Connection if the Other Party / Customer does not fulfil an obligation towards THE ETRAINING COMPANY or does not fulfil it properly or in full or if it acts in breach of the Contract. Blocking or limiting the Connection will not affect the payment obligation of the Other Party/Under Party. The Other Party/Widower accepts that it cannot claim compensation for damages as a result of the blocking.

16.3 Access code

This paragraph will apply if Other Party receives an Access Code (so-called webmaster code) from THE ETRAINING COMPANY. THE ETRAINING COMPANY will send the Other Party the Access Code in a personal e-mail upon receipt of the Offer. The Other Party will indemnify THE ETRAINING COMPANY against any third-party claims resulting from the Other Party's attributable failure to secure this Access Code. THE ETRAINING COMPANY excludes any liability in respect of any damage that may arise after the Access Code has been sent. In particular, THE ETRAINING COMPANY shall not be liable for the loss, theft or misappropriation of the Access Code. Other Party must immediately report the loss, theft or misuse by third parties of the Access Code to THE ETRAINING COMPANY so that THE ETRAINING COMPANY can immediately change the Access Code. Until such time as the report is made, the Other Party shall be liable for any damage arising from the use made of the Access Code.

16.4 Right of use

THE ETRAINING COMPANY grants the Other party user rights to the Services, such as the Connection, Software and all incuding tool, these will apply for the duration of the Contract. User rights are never transferable without the written consent of THE ETRAINING COMPANY. The Other Party is not permitted to rent, sell, dispose of, lease, pledge, transfer as security or hand over the services and/or software to third parties under any title whatsoever for whatever purpose, or allow third parties to use them. The Other Party may only use the Services and Software in accordance with the Agreement. Unless otherwise agreed in the Agreement or regulated via Software, the Other Party is not permitted to allow third parties to make use of the Connection and Software via sub-domains other than those designated in the Agreement.

Marketing may take place through the sale of training modules which the Other Party offers to third parties under its own liability and responsibility via its subdomain. ETC will not bear any legal liability and/or responsibility for any rights and/or obligations which the Other Party has entered into or is entering into with third parties in respect of the Connection supplied by THE ETRAINING COMPANY for the Other Party, including the software made available.

Other Party can store or have stored on THE ETRAINING COMPANY's server a maximum of the gigabytes of information specified in the Agreement, unless expressly agreed otherwise in writing.

The Other Party will observe the generally accepted values and standards that apply to communication over the Internet.

The Other Party will not perform actions of which it can reasonably suspect that this hinders other users of the Internet and/or networks connected to it.

The Other Party is not permitted to trace the software fully or partially back to the source code ('reverse engineering').

The Other Party is not permitted to use the Connection for punishable or unlawful behavior, such as the reproduction, distribution and dissemination of material protected by copyright without the permission of the copyright holder, or the unauthorized intrusion of other computers on the Internet and/or networks connected to it whereby the Other Party breaks through any security and/or gains access by means of a technical intervention using false signals or a false key or by assuming a false capacity.

THE ETRAINING COMPANY is entitled to disconnect the Other Party with immediate effect and to dissolve the Agreement if it suspects, on the basis of the information at its disposal, that the Other Party is using the Connection for punishable or illegal behavior via the Internet or networks connected to it. In this case, the Other Party will not receive a refund of any prepaid usage fee. THE ETRAINING COMPANY reserves the right to recover from the Other Party any damage suffered in this regard. Other party accepts that it cannot claim any compensation for damages as a result of disconnection.

16.5 Price

An Agreement is concluded on the basis of the prices applicable at the time of conclusion. Prices are exclusive of VAT, including any levies and/or duties, excluding additional services, unless agreed otherwise. THE ETRAINING COMPANY is entitled to change the rates. The changes will be announced to the Other Party in the most appropriate way at the latest one month before they take effect.

16.6 Payments

16.6.1 All payments shall be made in advance for the period stated in the Agreement, unless otherwise agreed;

16.6.2 Invoices for delivery are payable exclusively to THE ETRAINING COMPANY B.V. unless otherwise agreed in writing;

16.6.3 All costs incurred by THE ETRAINING COMPANY in collecting the amounts owed by the Other Party, both judicial and extra-judicial, will be for the account of the Other Party. The amount of the collection costs owed to THE ETRAINING COMPANY will be calculated in accordance with the collection rate of the Netherlands Bar Association, as determined from time to time;

16.6.4 Upon or after entering into the Contract, the Other Party will be obliged at THE ETRAINING COMPANY's first request to furnish adequate security in connection with its payment obligations and other obligations arising from the Contract. Pending the provision of such security, THE ETRAINING COMPANY will be entitled to suspend its obligations. Payments made by the Other Party to ETRAINING COMPANY will always be considered as serving to settle the interest and/or costs owed and subsequently the outstanding invoices.

16.7 Improper use of Connection and Software

16.7.1 It is not permitted to send spam messages or post spam news items via the message tool of the e- learning system;

16.7.2 Sending commercial e-mails that are not directly related to the e-modules present in the e-learning environment of the Other Party is only permitted if these e-mails meet the legal requirements. Liability and responsibility lie at all times with the Other Party;

16.7.3 It is not permitted to use the Connection that has been made available or to use or allow the use of any audio or video material placed in an e-module that is subject to Copyright or for the performance and/or facilitation of any unauthorized use and/or unlawful acts and/or criminal offences.

The following actions are in any case considered as unauthorized use:
-The perpetration of an infringement of intellectual property rights of third parties;
-The unlawful and/or criminal distribution of secret or confidential information;
-The unlawful posting or criminal distribution of content, images and/or sound material that is contrary to public decency (this includes: racist and/or discriminatory statements, profanity, hate texts, pornography, criminal data traffic and/or offensive statements).
computer violation ("hacking") via the system and/or by using the available tools;
- Modifications in the software providing access to (parts of) the e-learning network of which
it is clear that this access is not open to the Other Party or the users of the
subdomain.

Appendix 1 Personal data register

1.1 Personal data being processed

The following personal data are processed on the basis of this Agreement(s):

- Name and address details;

- Date of birth;

- Gender;

- User names;

- Company

- Telephone number;

- E-mail address;

- Details of training courses carried out;

- Data on results per training course;

- Details of certificates obtained;

- Log data;

1.2 Purposes of Processing Personal Data

To this end, Processor will use the personal data made available by Data Subjects in order to grant Data Subjects access and to allow them to inspect progress and results. On the basis of this information, Processor can

ensuring that training modules provide useful and usable content.
ensure that the number of training sessions is properly adjusted to the information needs.
improve the quality of training modules and develop new useful applications.
Deliver personalized content and promotions.
Optimize security (protect against fraud and abuse).
Perform analyses and measurements to better understand how services are used.
Combining data.
Sending information and/or offers by e-mail geared to personalized use
Business purposes such as providing usage statistics to companies/organizations that offer a specific training course (they will only see the following personal data: name of participant, company, place of residence and score).

Personal data is also processed for the following purposes: administration, customer service, relationship management, quality assurance, business management and execution, risk assessment, security, fraud and crime prevention or detection, auditing, research and analysis, marketing, product and service development, dispute resolution, credit control and debt collection.

Appendix 2 Technical and organizational security measures

THE ETRAINING COMPANY's security policy, in accordance with the 'Security of Personal Data' guidelines issued by the Authority for the Protection of Personal Data, pays attention to:

- Assignment of responsibilities for information security;

THE ETRAINING COMPANY shall conclude an confidentiality agreements with all employees and third parties who have access to personal data of this Connection on behalf of THE ETRAINING COMPANY

- Physical security, equipment security, access security;

THE ETRAINING COMPANY's system is based on a closed source framework. Because of this, the source code is not public and the chance of a security breach is smaller than with open source systems.

THE ETRAINING COMPANY maintains a strict password policy for all its employees. Passwords can be enabled or disabled centrally, which also happens if someone is no longer employed by us or no longer working on the project.

The backend of the system is secured on the basis of MD5 encryption and SSL

Security awareness; based on the DRP and the guidelines issued by the Authority for the Protection of Personal Data, THE ETRAINING COMPANY has drawn up basic Principles for Security Aspects on which organizational, technical and administrative processes are based. These protocols are updated on the basis of new guidelines and developments. The 'Basic principles of security' can be requested separately from THE ETRAINING COMPANY.