This is a machine translation from Dutch to English of the document Aanvullende voorwaarden levering HiGem® of equal date, and is provided for convenience purposes only. In all cases, the original version of the document, written in the Dutch language, shall prevail.
OnMarc B.V. – Additional conditions for the delivery of HiGem®
All deliveries and services by OnMarc B.V. take place on the basis of the General Terms and Conditions of Delivery (“Terms”) as well as on the basis of the OnMarc End User License Agreement (“EULA”), a copy of which is made available free of charge on request.
In addition to the Terms and the EULA, the following terms and conditions apply to HiGem®’s delivery (the following terms and conditions shall prevail in the event of any conflict with the Terms or the EULA):
Delivery takes place on the basis of a best efforts obligation on the part of OnMarc, i.e. no guarantees are provided regarding performance, training intervals of the models, the completeness of the insights provided, availability, effectiveness of the use of the data, possibly deviating effect measurements, etc.;
Results of the models used are not usable until after a minimum amount of data to be determined by OnMarc has been collected;
OnMarc is permitted to use anonymized data from the use of HiGem® for any purpose;
The minimum period over which a product is initially purchased is 6 months. This period is always automatically extended with another period of 6 months unless prior written notice has been given with due observance of a notice period of 1 month. Invoicing for the entire period takes place at commissioning or at the time of renewal;
The insights provided by OnMarc are indicative and no rights can be derived from them;
When using HiGem®, in principle, no personal data or data that can be traced back to an individual is stored, with the result that requests for access to or deletion of personal data under the GDPR are not processed. In the event that personal data is nevertheless stored or processed in which OnMarc acts exclusively as a processor, this will be done on the basis of the following processing conditions:
- The processing takes place exclusively on the basis of the written instructions of the customer. The processor will not use the personal data for its own purposes.
- Persons employed by or working for the processor who come into contact with the relevant data have a duty of confidentiality.
- The processor takes appropriate technical and organisational measures to ensure that the processing complies with the requirements of the GDPR and that the rights of the data subjects are protected.
- The processor engages its authorized sub-processor(s) where it deems this necessary or desirable, without prior written consent from / or agreement with the customer being required.
- The processor shall lay down at least the same obligations to a sub-processor in a sub- processor agreement as in this agreement.
The processor is, independently of the service provision of sub-processors, always responsible for fulfilling obligations to the customer.
The processor helps to comply with the customer’s obligations if data subjects exercise their privacy rights (such as the right of access, correction, oblivion and data portability). The processor does not charge more than reasonable costs for this.
The processor helps to comply with the obligations regarding the obligation to report data leaks. This means that the processor reports possible data breaches to the customer immediately, and in any case within 24 hours, and cooperates in research/analysis. The Processor may not report a data breach to the DPA, the customer does this. The processor does not charge any costs for handling possible data leaks that occur to the processor.
The processor helps to comply with the obligations regarding Data Protection Impact Assessment. The processor does not charge more than reasonable costs for this.
The processor cooperates with audits by the customer or a third party engaged by the customer. Processor shall make all relevant information available in order to be able to check whether the processor complies with the obligations set out in this agreement. The processor does not charge more than reasonable costs for this.
At the end of the processing services, the processor deletes the data (or returns it to the customer), unless it is legally obliged to keep it. This is done as soon as possible but in any case within eight weeks after the end of the processing services or the period of the retention obligation.
The processor may only process the data in countries within the European Economic Area, or countries for which an adequacy decision exists, unless otherwise agreed in writing.
The following provision applies only to HiGem® Partners and end users who manage multiple accounts (“Administrator”).
For the Administrator, OnMarc opens a management account that can be used to manage the SaaS solution and facilitate its use. OnMarc will enable the Administrator to independently create accounts that can be provided to end users. Administrator will ensure that the rights and obligations associated with the end user’s accounts are in accordance with these terms at all times. Administrator undertakes to use the management account in a careful manner and to keep the associated tools strictly confidential. OnMarc may assume that all actions of this management account are done under the supervision and approval of the Administrator.
The customer has no access to the stored data, other than via dashboards or other analytical tools or accesses provided by OnMarc. The customer is responsible for the management of its access credentials.
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Houten, June 2023
