ComplianceWise B.V. (“CW”) - Chamber of Commerce number CW: 59384999.
Version December 18, 2020 - 2nd version
1.1. These general terms and conditions (hereinafter: GRUB Terms and Conditions) apply to all offers and agreements with regard to the GRUB application and related work and services provided by CW.
1.2. The general terms and conditions of the customer, or other general or special terms and conditions of or used by the customer, do not apply and are expressly rejected.
1.3. If one or more provisions of these GRUB terms and conditions are invalid or voidable, this will not affect the validity of the other provisions. In the event of invalidity / voidability of any provision of the GRUB Terms, the parties will negotiate in good faith and seek to agree on an enforceable alternative provision to replace the provision identified as void or voidable.
2.1. Application: the GRUB application that offers automated support to Dutch accountants in compliance with the Money Laundering and Terrorist Financing Prevention Act (hereinafter: Wwft).
2.2. GDPR: General Data Protection Regulation.
2.3. Client data: all information, data, files and other materials that the customer or a User uploads, stores, sends or otherwise processes by means of the Application and the other services provided by CW.
2.4. Client Security Breach: a security incident, including a data breach, caused by or attributable to the Customer and / or one or more Users
2.5. Services: the services as described in Article 3.
2.6. Users: natural persons, being employees of the Customer, including temporary workers and seconded persons, who are authorized by the Customer to use the Application via the Portal.
2.7. User Question: a question from the Customer or a User about the use of the Application in cases where there is no Incident.
2.8. Incident: the full or partial unavailability of the Application due to a cause attributable to CW.
2.9. License Period: the term of the agreement between CW and the customer.
2.10. Measurement period: the period as of the commencement date of the agreement between CW and the customer until the end of the next full calendar year. After that, the measurement period is equal to one calendar year. The Uptime is calculated per Measurement Period.
2.11. Personal data: personal data as defined in the GDPR.
2.12. Portal: the website where the User can log in to gain access to the Application running on the Server.
2.13. Server: a computer managed by CW or third parties engaged by CW or associated group of computers and / or other hardware on which the Application runs.
2.14. Service Level: an agreed level of service, including Uptime.
2.15. Means of access: the means, such as a combination of username and password, or other means, by which the User gains access to the Application on the Server via the Portal.
2.16. Uptime: the period during the Measurement Period during which the Application is available to the customer and Users.
2.17. Working day: Monday to Friday from 9 a.m. to 6 p.m. CET and with the exception of generally recognized Dutch public holidays.
2.18. Business client file: a business client file that the customer creates in the Application or has it created by CW, in which the relevant data of a business customer of the customer is included.
3. GRUB and GRUB-Related Services
3.1. CW grants the customer the non-exclusive, non-transferable right to use the Application via the Portal during the License Period in accordance with the provisions of these GRUB terms and conditions and any other agreements agreed in writing or electronically. Furthermore, the right to use the Application is limited to use by the customer’s own legal entity and only in the context of Wwft checks and / or other anti-money laundering checks for the own legal entity. The Customer is entitled to provide independent auditors and supervisors with access to and use of the Application, if and insofar as this is necessary for the performance of their duties.
3.2. CW makes the Application available to the customer as a cloud service by granting Users access to the Server (s) where the Application runs via a Portal, all this in accordance with the Service Levels and / or agreed by the parties in writing or electronically. agreements on security and / or other agreements recorded in writing or electronically.
3.3. Prior to the Customer taking the Application into use, CW will provide the Customer with training on the use of the Application, if and insofar as this has been agreed by the parties in writing or electronically.
3.4. The customer is entitled to perform a maximum of three reviews per calendar year with regard to a Business client file, which means that the customer can renew the information in a Business client file a maximum of three times per calendar year, without having to pay additional costs. In case of more than three reviews, data costs up to a maximum of € 10 (ex VAT) per Business client file will be charged by CW to the customer.
3.5. CW provides support services, if and insofar as this has been agreed in writing or electronically by the parties.
3.6. The parties may agree at any time that CW will provide additional services related to GRUB. Relevant agreements are recorded in writing or electronically. GRUB terms and conditions apply to these additional services.
3.7. CW does not guarantee that the Application that is made available as a cloud service will function at all times without errors and without interruptions and / or will be available and / or be adapted in time to changes in relevant laws and regulations.
3.8. The Customer at all times remains solely responsible and liable for the use of the Application and the Services as support in complying with the Wwft and / or other anti-money laundering laws and regulations, as well as for the results of Wwft checks and / or other checks performed with the support of the Application and the Services of CW.
4. Authorization Users
4.1. The Customer guarantees that Users will use the Application with due observance of what has been determined in this regard in these GRUB terms and conditions, including the obligations to maintain the confidentiality of confidential information and respect the intellectual property rights of CW and / or its licensors.
5.1. Updates to the Application will appear from time to time. CW will inform the customer in good time about a proposed update. The customer is obliged to have every update installed. If the customer fails to have one or more updates installed on time, the customer can no longer rely on the Service Levels agreed by the parties. CW will then only be obliged in all reasonableness to continue the services to the customer.
6. Service Levels and Uptime
6.1. The Service Levels and Uptime as the parties have agreed in this article apply to the Application.
6.2. The Application has an Uptime of 99.5%. This Uptime is calculated over the Measurement Period.
6.3. The following are not applied in the calculation of the Uptime:
- Periods of scheduled maintenance. In case of major maintenance (more than 1 Working Day), CW will in any case inform the customer 24 hours before the start of the maintenance work.
- Periods of unplanned maintenance due to delay of a period of planned maintenance, due to acute problems related to the Application or infrastructure and / or due to an emergency situation.
- Periods during which CW cannot provide its Services due to a situation of force majeure, including a situation of force majeure at its suppliers.
- Periods of outages or disruptions to data transmission from data providers, as long as the outages or disruptions occur outside CW’s control;
- Periods of failure or reduced or disrupted availability, the cause of which is not CW’s responsibility, such as the customer’s failure to meet the technical requirements and / or problems related to the customer’s applications and / or problems related to services and / or products from third parties, such as but not limited to networks, connections, bandwidth and / or applications from third parties or operated by third parties;
- Periods of failure or reduced or disrupted availability caused by the use of the Application by the customer after CW has advised the customer in writing or electronically to change the use, if the customer has not adapted the use as recommended; < / li>
- Periods of outages or reduced or disrupted availability due to external network attacks unless the attack could have been demonstrably prevented by CW through the installation and use of reasonable protective measures;
- Periods of outage or reduced or disrupted availability due to unauthorized action by the customer or a User or lack of action if required, or otherwise resulting from the failure of the customer to follow appropriate security practices as advised by CW; li>
- Periods of failure or reduced or disrupted availability due to incorrect input or instructions in the Application by the customer and / or User, and / or use in a way that does not correspond to the functions and functionality of the Application;
- Periods during which measures are applied that serve to remedy outages, disturbances and disturbances that are the result of outages, disturbances or disturbances as determined above;
- Other circumstances on which the parties have made agreements in the agreement.
6.4. Service Levels other than Uptime will also not apply if one of the circumstances referred to in Article 6.3 applies.
6.5. In the event of Incidents and / or User questions reported by the customer, service support is offered via mail firstname.lastname@example.org. Service support is provided on Business Days. The Priority (P) of an Incident is determined by CW, after which the following response times and resolution times apply:
- P1 – Critical: Response time & lt; 1 hour and resolution time 1 Business Day.
- P2 – High: Response time & lt; 1 hour and resolution time 3 Business Days.
- P3 – Average: Response time & lt; 2 hours and resolution time 20 Working Days.
- P4 – Low: Response time <2 hours and resolution time is 180 Business Days. If an Incident is not reported on a Business Day, the response times and resolution times will start on the next Business Day. User inquiries have a response time of 2 hours during Working Days.
6.6. The Uptime and the Service Levels do not apply during a preview, pre-release, proof of concept or trial versions of the Application, as determined in consultation by the customer and CW.
6.7. An automatic copy of the data storage and the Application is made on a daily basis. The retention period of these daily backups is 7 days.
7.1. The Application is hosted in a private cloud.
7.2. The Application and Client data are stored on Servers located in the Amazon AWS data centers. These are Tier 4 data centers that are connected in a cluster for backup and fail-over purposes. Every data center is equipped with modern physical security technology.
7.3. CW uses the following security features:
- AES256 encryption on data at rest and in transit
- Backup and failover.
- Redundant network.
- Firewalls, virus scanners and intrusion software.
- Anti-DDos software.
7.4. CW may impose security rules on the Customer in connection with the use of the Application.
7.5. CW is not liable for damage and / or costs of the customer, caused by a security breach at the customer.
8. Hiring third parties
8.1. CW is entitled to engage third parties for the performance of its Services for the benefit of the customer, without the customer’s consent being required. Only if CW wishes to engage sub-processors in the capacity of processor within the meaning of the AVG, this will be done with the prior general consent of the customer. The applicable agreements will then be recorded in a processor agreement.
9. Customer technical requirements
9.1. The Customer ensures that it has all licenses, hardware, software and all other technical resources required to gain access to and use the Application. The Customer is responsible for obtaining and maintaining an internet connection with sufficient capacity to be able to use the Application and the Services provided by CW. The transmission of the Client data and other information and data over the internet and / or other telecommunication networks takes place exclusively and exclusively at the customer’s own risk and expense.
9.2. The minimum system requirements for using the Application are:
- Operating System: Windows (from version 8). Macintosh and UNIX operating systems are supported, but display differences may occur.
- Browsers: Only the last 2 versions of Google Chrome (on Windows, Mac & amp; Unix) are supported.
- Screen size: Minimum size of 1024 x 768 pixels.
- If the minimum system requirements change, CW will inform the Customer in advance.
10. Obligations of the customer
10.1. The Customer guarantees that the Means of Access are stored and used with due care in order to prevent unauthorized use of and access to the Application. CW is not liable for damage or costs incurred by the customer or third parties due to unauthorized use of the Means of Access.
10.2. Customer must provide CW with all reasonable cooperation and all information in a timely manner and within the periods indicated by CW, if and insofar as CW deems this necessary for the performance of the Services. The Customer guarantees that the Client does not infringe any data that the Customer uses, stores or otherwise processes with the Application on intellectual property rights or other rights of CW or third parties and does not contain data or information that is punishable or contrary to morality and / or public order. such as racist, discriminatory or pornographic material.
10.4. When using the Application, the Customer and / or User will not spread viruses or other files that could affect the proper functioning of the Application.
10.5. The Buyer and / or User will not send large quantities of unsolicited electronic commercial messages with the same or similar content (spam).
11.1. The Support Desk acts as a point of contact for all Incidents and User questions related to the use of the Application. The Customer reports Incidents and User questions via the address of the Support Desk: email@example.com. In the event of an Incident, the customer must report this to CW’s Support Desk immediately after discovery.
11.2. Agreements about response and / or resolution times for the Incidents and the response times for User questions are only explicitly agreed by the parties in writing or electronically.
11.3. CW uses a registration system in which reported Incidents and User questions are administered. This records when which Incidents were reported, when which User questions were asked and when and how they were resolved or answered.
12. Rates Services
12.1. The prices and rates are in euros and exclusive of VAT and other levies that are or will be imposed by the government.
12.2. CW is entitled to increase prices and rates annually on 1 January by a maximum of 5%. CW will inform the customer about this 30 days before the effective date of a price increase.
12.3. If a created Business client file is deleted within 1 year, the data costs incurred up to a maximum of € 10 per Business client file will be charged by CW to the customer.
12.4. Prices of future functionalities are stated in the Application, the customer has the choice to use them.
13. Invoicing and Payment
13.1. The customer must pay invoices within 14 days after the invoice date, by means of an authorization issued to CW for a continuous direct debit that will apply during the term of the agreement. The customer is not entitled to suspend any payment or to set off amounts due.
13.2. In the event of late payment, the customer owes the statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code. In the event of collection of a claim, in addition to the statutory interest, the extrajudicial collection costs are also due, including all costs of external experts.
13.3. If the customer disputes the correctness of an invoice, the customer shall notify CW in writing within a period of fourteen (14) days after the invoice date, stating the grounds for the dispute. The right to dispute an invoice expires if
13.4. CW will only receive the notification after the aforementioned period of 14 days has expired, in which case the customer must pay the invoice sent by CW in full.
The provisions of Article 13.3 also apply if only part of an invoice is disputed and if several invoices are disputed.
13.5. If payment of an invoice has not taken place within two (2) months after the invoice date, CW is entitled to block access to the Application and to suspend the provision of the Services with immediate effect after giving a prior warning. / p>
14. Protection of personal data
14.1. Each of the parties is obliged to comply with its legal requirements regarding the protection of personal data.
14.2. If the parties are obliged to do so under the GDPR, they will conclude a processor agreement that meets the requirements set by the GDPR.
14.3. The customer indemnifies CW against claims from third parties, including those involved within the meaning of the GDPR, for compensation of damage and costs related to the violation by the customer of the applicable laws and regulations, including in any case the GDPR and the GDPR Implementation Act, and / or the GRUB conditions and / or agreements and processing agreements concluded between the parties.
14.4. The customer indemnifies CW against fines and / or penalties imposed by the Dutch Data Protection Authority or another supervisory authority for a violation of the applicable laws and regulations attributable to the customer, including in any case the GDPR and the GDPR Implementation Act, and / or the GRUB conditions and / or agreements and processor agreements concluded between the parties.
15. Duration and Termination
15.1. An agreement enters into force when it is signed by both parties and is entered into for an indefinite period of time.
15.2. An agreement can be canceled by the customer at the end of each calendar year by sending an email to firstname.lastname@example.org, provided a notice period of one month is observed. With this cancellation, the customer states his company name and the reason for cancellation. The CW service team then ensures that the exit procedure as referred to in article 16 is started.
15.3. An agreement can be canceled in whole or in part by CW in writing or electronically at the end of each calendar year, provided a notice period of two months is observed.
15.4. An agreement can be terminated by either party with immediate effect in writing or electronically, therefore without notice of default, without judicial intervention and without being obliged to pay damages and / or costs if:
- the other party is filed for bankruptcy or the other party has been declared bankrupt;
- the other party applies for suspension of payments or is granted (provisional) suspension of payments;
- the other party goes into liquidation or a takes a decision to liquidate or is dissolved, other than for the purpose of reorganization or merger of companies;
- a substantial part of the assets of the other party are seized, or if the other party disposes of the decision in any way over a substantial part of its assets.
15.5. Each of the parties is entitled to dissolve the agreement if the other party fails attributably in the performance of one or more obligations under the agreement and the other party is in default. The right to dissolution only exists if the shortcoming, given its nature and significance, justifies the dissolution with its consequences. With regard to the notice of default and the default, the provisions of Articles 19.1 and 19.2 apply.
16. Consequences of Termination
16.1. Amounts that CW has invoiced before termination of the agreement in connection with what CW has already performed or delivered to the customer in the performance of the agreement, remain fully due to CW. Services and activities performed before termination of the agreement for the implementation of the agreement, which have not yet been invoiced, will still be invoiced by CW to the customer. All invoices are immediately due and payable at the end of the agreement. This article 16.1 applies if the agreement ends by termination and by dissolution as well as by operation of law.
16.2. If the customer has already received performances for the implementation of the agreement at the time of dissolution, these performances and the related payment obligation will not be subject to cancellation. CW is never obliged to refund payments already received from the customer.
16.3. At the end of the agreement, the customer is entitled to use the Application up to 30 days after the end of the agreement. During these 30 days, the customer has access to the Application and data is not deleted. After these 30 days, the customer is no longer entitled to use the Application and CW will block access to the Application and data will be destroyed.
16.4. Client can retrieve client data from the Application by means of export functionality. The customer must arrange this within 30 days after the end of the agreement. CW is not responsible for the transfer of Client data.
17.1. The parties will keep confidential information that they have received from the other party on the basis of the agreement or that has been made known to it by the other party, unless a legal obligation or a judicial decision requires disclosure of this information. 17.2. CW is entitled to share confidential information with its subcontractors, sub-processors and other third parties that it engages for the implementation of the agreement. CW will impose an obligation of confidentiality on these third parties.
18. Intellectual Property Rights
18.1. The intellectual property rights to the Application rest with CW and / or its licensors.
18.2. The Customer will only acquire the rights with regard to the Application as granted to the Customer under these GRUB Terms and Conditions. Nothing in these GRUB terms and conditions is intended to transfer any intellectual property rights vested in CW and / or its licensors to the customer.
18.3. The customer indemnifies CW against claims from third parties with regard to intellectual property rights on software, materials or data provided and / or used by the customer, including Client data used in the performance of the agreement or by CW in the context of the agreement. order of the customer are processed.
19. Notice of default, default and liability
19.1. If one of the parties fails in the fulfillment of one or more of its obligations under the agreement, the other party will give it proper notice of default, unless compliance with the relevant obligations is already permanently impossible or a deadline, which in any case includes the payment term has been exceeded, or it must be inferred from a notification from the negligent party that it will fail to comply with the agreement, in which case the negligent party is immediately in default. The notice of default must explain clearly and motivated the facts and circumstances of the alleged shortcoming and which agreed contractual obligations would have been breached.
19.2. Notice of default will be given in writing and by registered mail, whereby the negligent party will be given a reasonable term to still fulfill its obligations. If, after expiry of this period, the negligent party still fails imputably in the fulfillment of the obligation concerned, it will be in default.
19.3. Any liability of CW arising from or in connection with the performance of an agreement, regardless of the basis thereof, is limited to the amount that has been or will be paid out in the case in question under the liability insurance policy (s) taken out by CW. />19.4. If no payment is made under the liability insurance (s) taken out by CW in the case in question, for whatever reason, the liability of CW, regardless of the basis thereof, is limited to an amount of 50% of the amount paid by the customer in the foregoing. the amount paid to CW under the relevant agreement concluded between the parties in the calendar year.
19.5. CW’s liability for consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage resulting from claims from customers of the customer and for damage resulting from mutilation, destruction, loss or unauthorized use of or access to files, data or documents, including Client data, is excluded.
19.6. The customer must report the damage to CW in writing as soon as possible and in any case within one month of its occurrence, failing which the claim for compensation will lapse.
20. Force majeure
20.1. Neither party is obliged to fulfill any obligation if a party is prevented from doing so as a result of a non-attributable shortcoming (force majeure). Force majeure on the part of CW in this context also includes force majeure at a supplier, subcontractor or sub-processor of CW.
20.2. If the force majeure situation continues for more than 90 days, each of the parties has the right to terminate the agreement in question by giving written notice. The work performed by CW until the end of the agreement must be paid by the customer to CW. For the rest, the parties owe each other nothing in connection with this termination.
21. Other provisions
21.1. CW has the right to state in its commercial communications, including its website, that the customer is a customer of CW. CW is entitled to use the name and logo of the customer for this purpose.
21.2. The customer is not entitled to transfer rights and obligations under an agreement to a third party, without prior written permission from CW.
21.3. Obligations under an agreement which by their nature are intended to continue after the end of the agreement, such as but not limited to the article on liability, will continue to exist after the end of the agreement.
21.4. All messages that the customer sends electronically to CW must be addressed to: email@example.com
22. Changes and Additions to GRUB Terms
22.1 CW is entitled to change and / or supplement the GRUB conditions. Changes and / or additions may be necessary, for example, due to new regulations, technical developments or other developments. CW will inform the customer about changes and / or additions to the GRUB conditions before the relevant changes and / or additions take effect.
23. Applicable law and competent court
23.1. Dutch law applies to agreements between CW and the customer and the formation thereof.
23.2. Disputes related to or ensuing from agreements concluded between CW and the customer will in the first instance be exclusively submitted to the competent court in Amsterdam.