BRIGGS + WALKER
Terms + Conditions
General delivery conditions
Article 1. Definitions
1.1 The following terms, written with an initial capital, have the meaning stated below:
General Conditions – these general delivery conditions of Briggs + Walker;
Data – all the date that the Customer and/or a User places in Briggs + Walker’s database using the Software;
Services – services as described in Article 4.2, consisting of software being made available digitally and remotely by Briggs + Walker to the Customer and hosting services. If recorded in the Agreement, the Services may also relate to additional services, such as making customised links to other applications used by the Customer;
Content – all data, information, pictures and sound and video fragments processed in the Software by or on behalf of the Customer, such as presentations, logos and registration forms;
Customer – a legal entity or natural person who purchases or intends to purchase the Services of Briggs + Walker on a professional or commercial basis;
Customer Account – the Customer’s personal environment within the Services that is maintained by the Customer and to which the Customer is given access after it enters its username and password;
User – an employee of the Customer or an external field marketing agency, designated by the Customer to use all or part of the Services via a User Account;
Measures – the technical and organisational measures that Briggs + Walker must take to avoid loss or any form of wrongful processing of the Personal Data, as described in more detail in Article 15;
Briggs + Walker – PTTN B.V., a private limited liability company, having its registered office in Haarlem, the Netherlands, and maintaining a place of business at Hendrik Figeeweg 3-G 17, 2031 BJ te Haarlem, registered in the Trade Register of the Chamber of Commerce under number 59371382, and the companies affiliated with it;
Offer – any Written offer to provide Services, made by Briggs + Walker to the Customer, possibly recorded in a cover letter;
Agreement – the agreement between Briggs + Walker and the Customer regarding the provision of Services, consisting of these General Conditions and an Offer, as well as any amendment or addition to that agreement;
Personal Data – the personal data of a consumer or employee (of the Customer or an external field marketing agency and/or a client of the Customer) that Briggs + Walker will process when performing the Agreement and providing the Services;
Parties – the Customer and Briggs + Walker jointly;
Written/In Writing – any message recorded in writing, including an email;
Software – the standard software and the customised links to other applications usedby the Customer, developed and hosted by Briggs + Walker or a licensee of Briggs + Walker;
User Account – the personal environment of the user of the Services, to which the user can gain access by entering his or her username and password;
Confidential Information – any information to which the Customer or a third party engaged by it gives access or that it provides, makes available or otherwise discloses with regard to and with a view to the use of the Services and the underlying Software of Briggs + Walker, and all Written documents or other data carriers drawn up on the basis of that information. Confidential Information also includes any information designated as such by the Customer and by third parties engaged by it or of which Briggs + Walker knows or can reasonably suspect that that information is confidential. This term does not relate to information that is already in the public domain. Confidential Information in any event includes but is not limited to the following: the personal data of employees of the Customer and any third party engaged by it, the results achieved by the Customer and any third party engaged by it by using the Software, and other commercially sensitive information of the Customer and any third party engaged by it.
Article 2. Applicability
2.1 These General Conditions govern every Offer and Agreement. These General Conditions also govern any further or subsequent agreement between Briggs + Walker and the Customer.
2.2 Amendments to these General Conditions are valid only if expressly agreed In Writing between the Parties. In that case the amended provisions expressly agreed on prevail. Briggs + Walker is not obligated to comply with a request to provide additional Services and is not required to agree to a request to enter into an additional agreement.
2.3 These General Conditions govern all the Services of Briggs + Walker, also if Briggs + Walker engages a third party to provide those services.
2.4 The applicability of any general conditions of the Customer is expressly excluded.
Article 3. Conclusion of Agreements
3.1 Every Offer of Briggs + Walker is subject to contract and is valid for the period stated by Briggs + Walker. If Briggs + Walker does not state a period in its Offer, the Offer in any event automatically expires after a period of three months. Briggs + Walker may revoke every Offer at any time, also if the Offer does not state a term for acceptance.
3.2 Briggs + Walker cannot be held to an Offer if the Customer can reasonably understand that all or part of the Offer contains a manifest mistake or clerical error. A document that form part of the Offer, such as a pricelist, cover letter, etc. is as accurate as possible but is not binding. It is made available to the Customer for information purposes only and cannot bind Briggs + Walker in any manner.
3.3 An agreement is concluded only if the Customer accepts the Offer of Briggs + Walker In Writing and unchanged. If the Customer places an oral or Written order with Briggs + Walker that is not preceded by an Offer, or if the Offer has not been signed by both parties, the Agreement is deemed to have been entered into when Briggs + Walker confirms the order In Writing or when Briggs + Walker commences the execution of the order at the Customer’s request.
Article 4. The Services
4.1 Briggs + Walker will provide the Services after the Agreement has been concluded.
4.2 The Services consist of the remote provision to the Customer of the Software via the Internet or another network, without the Customer being provided with a physical carrier containing the Software, as well as hosting services. The Services may also include additional services, such as making customised links to other applications used by the Customer, if and insofar as Briggs + Walker and the Customer so agree In Writing.
4.3 Briggs + Walker performs its activities to the best of its ability and in accordance with good professional standards, provided that the Customer correctly informs Briggs + Walker during the performance of the Agreement. Briggs + Walker is under a best efforts obligation.
4.4 Statements made by or on behalf of Briggs + Walker regarding the quality, applications and possibilities of the Services provided may be regarded as warranties only if Briggs + Walker so expressly confirms In Writing in the form of a warranty (using the word warranty or warrant).
Article 5. The Software
5.1 The Customer may use the Services, consisting of the use of the Software, for the management of field marketing campaigns (Campaign Manager and Field App) and for planning locations for conducting field marketing campaigns (Location Manager), depending on the agreements recorded in the Agreement.
5.2 The Software is made available to the Customer via a Customer Account.
5.3 If applicable and agreed upon, the Customer may create User Accounts and may give Users of the external field marketing agency access via those User Accounts to all or part of the Services and the underlying Software. The parts of the Services and the underlying Software that the Users can use via the User Account are limited. The Customer is responsible for the use of the Services and the underlying Software by the Users and warrants that the Users will comply with the Agreement.
5.4 The Software is made available “as is” and “as available”. Briggs + Walker makes every effort to ensure that the Services and the underlying Software are available to the extent possible and to avoid unnecessary interruptions in their availability to the extent possible. Except for any specific Written service agreement made, Briggs + Walker does not offer the Customer any standard service level. Service in a specific case does not constitute a standard service level in future cases.
5.5 Unless expressly agreed, Briggs + Walker does not offer customised software and is not required to make customised changes or to change or supplement the standard functions of the Software. Briggs + Walker and the Customer may agree that Briggs + Walker’s Services will be expanded to include additional services for making customised links to other applications used by the Customer. Unless otherwise agreed, Briggs + Walker is in no event required:
(a) to link the Services and the underlying Software to, or to otherwise combine them with, a product, software or service of the Customer, an external field marketing agency, the client of the Customer or a third party;
(b) to comply with specific directions or instructions of the Customer, e.g. regarding changes to the Services and the underlying Software, except insofar as they are instructions given to Briggs + Walker as the processor, under the Wet bescherming persoonsgegevens (Personal Data Protection Act), in which case Article 15 applies.
5.6 Briggs + Walker may at any time change the Services and the underlying Software or decommission them in whole or in part, at its discretion and without being liable in any manner towards the Customer on that ground. Briggs + Walker will ensure that the decommissioning does not last longer than is necessary and will use its best endeavours to minimise the consequences for the use of the Software by the Customer. Depending on the circumstances (and except in urgent situations), it will not do so until it has informed the Customer accordingly.
Article 6. Obligations of the Customer
6.1 The Customer is responsible for the management of the Customer Account, the use of the Software and the use of the Data. Briggs + Walker may manage the Customer Account on behalf of the Customer, but the Customer remains responsible for checking the settings and the data entered.
6.2 The Customer itself is responsible for the security and confidentiality of the username and the password that it uses to gain access to the Services and the underlying Software. The Customer is responsible for giving third parties access to the Services and the underlying Software and is liable for any loss consequently incurred by Briggs + Walker and/or a third party, also if Briggs + Walker’s prior approval (automated or non-automated) has been obtained for access by those Users to the Services and the underlying Software. The Customer must immediately inform Briggs + Walker if it establishes or suspects abuse of the username or password of the Customer Account or the User Accounts. The Customer itself is responsible for taking immediate action, such as changing its username and password.
6.3 The Customer is responsible for the correct choice of the devices required to make proper use of Services and the underlying Software, such as computer, data and telecommunication devices, including a correctly functioning Internet connection and device management for tablets.
6.4 The Customer warrants and represents that:
a. the Customer and any third party engaged by it will at all times perform their obligations under these General Conditions and the Agreement, and that they will comply with all the legislation and regulations governing their activities;
b. the Customer and any third party engaged by it will not use the Services and the underlying Software for any purpose other than that for which they are provided, and that they will not use the Services and the underlying Software to copy or replace them or to otherwise compete with Briggs + Walker;
c. the Content and Data processed by the Customer and any third party engaged by it and the use of the results of the Services will not infringe any third-party intellectual property rights, will not conflict with any applicable legislation or regulations, will not be in breach of public order or morality and will not infringe the privacy of third parties;
d. the Customer and any third party engaged by it will not develop or contribute to any activities that may be regarded as unethical marketing, deception, unfair trade practices or fraud;
e. the Customer and any third party engaged by it will not attempt to gain access to the external servers managed by Briggs + Walker and will not interrupt, attempt to interrupt, disrupt or otherwise hinder the functionalities of the Services and the underlying Software.
6.5 The Customer acknowledges that Briggs + Walker has no control over the Content processed using the Services and the underlying Software and indemnifies Briggs + Walker against any third-party claims arising from the Content processed using the Services and the underlying Software.
Article 7. Prices and payment
7.1 A monthly fee, stated in Briggs + Walker’s Offer, is payable by the Customer to Briggs + Walker for the provision of the Services and the use of the underlying Software. That fee is structured as follows:
a. a fixed monthly price for the Customer Account;
b. a fixed monthly price per field marketing agency or branch that uses the Services;
c. a variable price per transaction or a fixed price for an unlimited number of transactions (one transaction is the entry of a consumer’s personal data in the Services by or on behalf of the Customer); and
d. an hourly rate for the provision of support, assistance and other customised services or (if agreed In Writing) a fixed price for a limited number of hours for those services.
7.2 The price includes any update to the Software and the underlying Services but does not include any update or change made at the Customer’s request (customised services).
7.3 Unless otherwise stated, the prices quoted in an Offer or Agreement are exclusive of VAT. All prices charged by the Customer are based on the price-determining factors that are known when the Offer is made.
7.4 Unless otherwise agreed, all amounts payable by the Customer to Briggs + Walker must be paid by the Customer no later than 14 days after the invoice date. The value date stated in the bank statement is decisive and is regarded as the date of payment.
7.5 The Customer may in no event suspend any payment or set off any amounts due.
7.6 If the Customer consists of several natural persons and/or legal entities, each of them is jointly and severally liable for the amounts due for the Services.
7.7 In the event of late payment or non-payment by the Customer of the amounts due, Briggs + Walker may suspend the Services and may block the Customer’s access to the control environment (via the Customer Account) and the user environment (via the User Account) of the underlying Software, and 5% interest is payable by the Customer on the outstanding amount (including VAT), without any demand or notice of default being required. If the Customer fails to pay the claim after a demand or notice of default, Briggs + Walker may hand over the claim for collection, notwithstanding its other rights, in which case the Customer must reimburse the judicial and extrajudicial costs in addition to the total amount due in that event.
7.8 Briggs + Walker may adjust the applicable prices and rates In Writing, subject to a notice period of at least three months. If the Customer does not accept such an adjustment, it may terminate the Agreement In Writing within 30 days after notice is given, as from the date on which the adjustment was to take effect. The Customer does not have that right of termination if the price increase is lower or equal to the annual Consumer Price Index of the CBS (Dutch Central Statistics Office) or if a price is increased on the grounds of unforeseen cost increasing circumstances that occur after the Agreement was entered into or after the Offer was sent.
Article 8. Term of the Agreement
8.1 Every Agreement entered into is open-ended. Either of the Parties may terminate the Agreement In Writing, subject to a notice period of three months.
8.2 If the Customer fails to perform its obligations under the Agreement or if Briggs + Walker has valid reason to fear that the Customer will fail to perform its obligations, Briggs + Walker may, temporarily or permanently and with immediate effect, suspend the Services and block the Customer’s access to the control environment (via the Customer Account) and the user environment (via the User Account). In that case Briggs + Walker may claim damages and terminate the Agreement under Article 8.3, notwithstanding its other statutory and contractual rights.
8.3 Briggs + Walker may terminate an Agreement, without observing any notice period, if:
(a) in Briggs + Walker’s opinion the Customer is harming Briggs + Walker’s image or reputation; or
(b) the Customer fails to perform its payment obligations or other obligations under the Agreement.
8.4 The Agreement will end by operation of law, without any notice of default or writ on termination being required, if:
(a) the Customer applies for or is granted a suspension of payment;
(b) the Customer is put into liquidation;
(c) the Customer loses control over its assets due to an attachment or placement under compulsory guardianship or on any other ground; or
(d) the Customer ceases or liquidates its business.
8.5 If Briggs + Walker terminates the Agreement on the grounds of Article 8.3 or 8.4, it is in no event required to refund any money already received or to pay any damages.
8.6 The Agreement cannot be annulled.
Article 9. Termination of an Agreement
9.1 On termination of an Agreement Briggs + Walker will no longer be required to provide its services and all claims of Briggs + Walker against the Customer will fall due immediately.
9.2 The provisions regarding intellectual property rights, confidentiality and liability will remain in full force on termination of an Agreement.
9.3 The Customer undertakes on termination of an Agreement (including premature termination) immediately to cease and desist from the use of the Software, any new version and any other Services provided by Briggs + Walker or a third party in respect of its activities under the Agreement, subject to an immediately payable penalty of EUR 5,000 per day (including part of a day) on which the breach continues, notwithstanding Briggs + Walker’s right to demand specific performance, to claim damages or to file other claims.
Article 10. Warranties
10.1 Briggs + Walker provides the Services and the underlying Software “as is” and “as available” and offers no further warranty. Briggs + Walker does not warrant that the Services and the underlying Software are suitable for any specific purpose, does not warrant their full availability or security and may suspend or terminate the Services and the underlying Software and/or temporarily make the Services and the underlying Software inaccessible to perform maintenance work, without that giving rise to any rights on the part of the Customer.
10.2 Every use of the Software, the Services and the outcome of the Services is for the Customer’s account and risk. Briggs + Walker does not warrant possible results of the use of the Services and the underlying Software. Briggs + Walker is not liable for any loss incurred by the Customer in the event of loss of or damage to Content or other results of the Services.
10.3 Briggs + Walker does not warrant that the Services and the underlying Software will be available at all times without any interruption, breakdown, error or defect. Downtime of the Services and the underlying Software or sub-optimal functioning of the Services and the underlying Software, due to any cause, will in no event give rise to any liability on the part of Briggs + Walker towards the Customer. Breakdowns may be due to breakdowns in the Internet, in hardware or in the telephone connection, or may be due to viruses, errors or defects. The Customer is responsible for compliance with the technical and functional requirements regarding the use of the Services and the underlying Software.
Article 11. Liability
11.1 In the unlikely event that one Party is liable towards the Other Party for any form of loss, on any ground, the liability of the Party held liable, including its obligation to reverse the loss, is at all times limited as follows:
(a) A Party is in no event liable for any lost profit, lost income, lost turnover, lost savings, loss caused by business interruption or other interruption, or loss excluded elsewhere in these General Conditions that is incurred by the other Party.
(b) A Party is in no event liable for any damage to the other party’s image or reputation or for any other loss consequently incurred by the other party.
(c) A Party’s liability and its payment obligation, if any, on the grounds of an obligation to reverse loss in relation to the Customer is limited at all times to the amount paid under that Party’s liability insurance in the case in question.
(d) If, for any reason, no payment is made under the liable Party’s liability insurance, that Party’s liability and its payment obligation, if any, under Section 6:230 or Section 6:271 of the Dutch Civil Code is limited to the net value of the last six invoices for the Services provided to the Customer by Briggs + Walker.
(e) The total liability, regardless of the number of harmful events, will in no event exceed EUR 10,000 per year.
11.2 Briggs + Walker is furthermore in no event liable for loss incurred because Briggs + Walker operated on the basis of incorrect data or files provided by or on behalf of the Customer, for loss caused by disruptions in the connectivity to the Internet of the Users or disruptions in the hardware used by the Users, or for loss incurred due to loss of, damage to or incorrectness or incompleteness of Data or Content.
11.3 These limitations of liability do not apply to indemnities or warranties. These limitations of liability do not apply in the event of intent or wilful recklessness on the part of Briggs + Walker and/or its management.
11.4 Loss for which the other Party can be held liable must be reported to Briggs + Walker In Writing as soon as possible but no later than 30 calendar days after the loss occurs, at the risk of forfeiting the right to reimbursement of that loss. This term does not apply if the Customer can make a plausible case that the loss could not be reported sooner for a valid reason. A liability claim against Briggs + Walker lapses twelve months after the Customer becomes or could reasonably have become aware of the harmful event.
Article 12. Force majeure
12.1 A Party is not liable towards to other Party for any breach in the performance of an Agreement (except for payment obligations) if it is prevented from performing the Agreement by an event of force majeure, for the period during which the event of force majeure continues. Force majeure includes any circumstance, foreseeable or unforeseeable, beyond that Party’s control that makes performance of the Agreement permanently or temporarily impossible and, if not already included in those events, war, an act of war, civil war, a riot, strike, boycott or lockout, sabotage or fire, a lightning strike, extreme weather conditions and measures of Dutch or foreign public authorities.
Article 13. Intellectual property
13.1 The Customer acknowledges and agrees that all the Software, all the Services, all user information in databases generated by means of them and all Content, Data, information, files and other materials not entered by the Customer are the property of Briggs + Walker or its licensees and that they are protected by intellectual property rights, including but not limited to copyrights, database rights, neighbouring rights, trademarks and patents.
13.2 No part of these General Conditions, the Agreement or other actions of Briggs + Walker is intended to transfer the intellectual property rights or to grant the Customer any other intellectual property rights.
13.3 The use that the Customer may make of the intellectual property rights is limited to the use of the Services and the underlying Software for the purposes for which the Services and the underlying Software are intended, during the term of the Agreement. The Customer warrants that it will not infringe those intellectual property rights of Briggs + Walker or its licensees.
13.4 The Customer may not grant licences, sub-licences or other rights of use of the intellectual property rights to third parties unless otherwise recorded in the Agreement in relation to the external field marketing agency engaged by the Customer.
13.5 The Customer is expressly prohibited from attempting in any manner to decode, alter or change the Software, to develop derived works, otherwise to infringe the copyrights by which they are governed or to “frame”, “mirror” or otherwise simulate the appearance or the function of the Software.
13.6 All rights and intellectual property rights regarding the information, the Content or the Data processed using the Services and the Software remain vested in the Customer. By using the Services and the underlying Software the Customer grants Briggs + Walker a non-exclusive, sub-licensable and royalty-free right to use, copy, analyse and make other use of the Content and the Data, insofar as the provision of the Services to the Customer so requires.
Article 14. Confidentiality
14.1 Each Party must treat all Confidential Information that comes to its attention regarding the other Party’s business and contacts as strictly confidential. Information must in any event be treated as confidential if it is designated as such by the Parties.
14.2 Briggs + Walker undertakes to keep all Confidential Information strictly secret and not to disclose it to third parties unless the Customer has given its prior Written consent and subject to the provisions of the Agreement. Briggs + Walker warrants that the Confidential Information will be made available only to employees, managers and/or third parties that, in light of their positions and activities, are necessarily involved in the provision of the Services to the Customer, including making the Services and the underlying Software available to the Customer, and, if agreed upon, to the external field marketing agency or the client of the Customer. Briggs + Walker also warrants that those employees, managers and third parties will comply with the provisions of this Article 14. Briggs + Walker has drawn up an integrity statement in which it explains how it ensures that it meets these obligations.
14.3 Briggs + Walker, its employees and its managers will use the Confidential Information only to provide the Services to the Customer, including making the Software available to the Customer and, if agreed, to the external field marketing agency or the client of the Customer
14.4 Briggs + Walker may not multiply, distribute, disclose or circulate the Confidential Information in any manner or in any form without the Customer’s express prior Written consent, otherwise than for the benefit of the Services and to provide the Software.
14.5 Briggs + Walker is not required to keep information on the Customer, the external field marketing agency or the client of the Customer confidential if it is required to disclose the Confidential Information by law or by court order.
14.6 This duty of confidentiality will continue to apply also after termination of the Agreement.
14.7 This duty of confidentiality will not be affected by any legal succession, share transfer or other transfer.
Article 15. Data processing agreement
15.1 The Agreement also constitutes a data processing agreement. If the Parties enter into a separate data processing agreement, the provisions of that data processing agreement shall prevail insofar as they conflict with the provisions of this Article 15.
15.2 Briggs + Walker has no control over the purpose and the means for processing personal data. Briggs + Walker will take no independent decisions regarding the receipt or the use of the personal data, the provision to third parties and the duration of the retention period.
15.3 Briggs + Walker processes Personal Data at the written instructions of the Customer.
15.4 Briggs + Walker will only process personal data in the scope of the execution of the Agreement, plus those purposes that reasonably coincide with this or that have been determined with consent from the party involved.
15.5 Briggs + Walker processes personal data in countries within the European Economic Area.
15.6 Briggs + Walker shall only grant its employees or third parties access to the Personal Data if and to the extent that this is necessary for the provision of Services and these employees and/or thirds parties are bound to confidentiality by statutory obligations or an agreement.
15.7 Briggs + Walker uses its best endeavours to perform all the statutory obligations that apply to it as a data processor regarding the processing of the Personal Data and Briggs + Walker undertakes to follow any reasonable instructions given by the Customer with regard to the processing of the Personal Data. If compliance with such instructions or an amendment to the applicable legislation and regulations gives rise to any costs on the part of Briggs + Walker, such instructions or amendments to legislation and regulations are regarded as cost increasing circumstances. Briggs + Walker may increase the prices or parts of the prices of its Services under the Agreement on the grounds of such cost increasing circumstances.
15.8 Processor is allowed to involve third parties (sub-processors) in the Processing of Personal Data, after Controller has given specific prior permission in writing.
15.9 Briggs + Walker and the Customer shall take all appropriate technical and organizational measures to protect the Personal Data from loss or against any form of unlawful Processing (“Measures”), in accordance with Article 28 Paragraph 3 Point c, and Article 32 GDPR in particular in conjunction with Article 5 Paragraph 1, and Paragraph 2 GDPR. Such measures shall guarantee data security and a protection level appropriate to the risk concerning confidentiality, integrity, availability, and resilience of the systems. The state of the art, implementation costs, the nature, scope and purposes of processing as well as the likelihood of data breaches and the severity of risks to the rights and freedoms of natural persons possibly resulting thereof within the meaning of Article 32 Paragraph 1 GDPR shall be taken into account.
15.10 The Customer shall have Personal Data processed by Briggs + Walker only if and insofar as it has ascertained that Briggs + Walker has taken the required Measures.
15.11 Briggs + Walker undertakes to inform the Customer In Writing as soon as possible (but no later than within 48 hours) of any breach of the Measures or of any security incident or Data Breach (“Breach”).
15.12 Briggs + Walker undertakes not to retain the Personal Data any longer than is necessary to provide the Services.
15.13 After destruction or removal of the Personal Data Briggs + Walker is not liable for any damage, loss, costs and expenses incurred by the Customer or a third party as a result of or with regard to the processing of the destroyed Personal Data by Briggs + Walker, or the destruction thereof, regardless of whether that loss is due to Briggs + Walker, its employees or any other natural person, legal entity or item for which Briggs + Walker is legally liable. For the purposes of this paragraph, third parties include data subjects. Damage, loss, costs and expenses as referred to in this article include penalties imposed by supervisory authorities and compensation payable to data subjects by the Customer.
15.14 Briggs + Walker will, considering the nature of data processing, and the information available to Briggs + Walker, assist the Customer when subjects of the Personal Data execute their rights under Chapter III of the GDPR, as well assist the Customer to comply with article 32 until 36 of the GDPR.
15.15 If the Personal Data are anonymized and can no longer be traced to a natural person, the data are no longer regarded as Personal Data and are deemed to have been destroyed.
15.16 If the Customer wishes to have the Measures taken by Briggs + Walker investigated by an independent expert, it must inform Briggs + Walker accordingly In Writing at least 14 calendar days beforehand. The costs of such an investigation shall be borne by the Customer.
15.17 The Customer is the controller for the purposes of General Data Protection Regulation (GDPR) and on that ground is under a wide range of statutory obligations towards the consumers and the Users of the Software. The Customer warrants that the data processing takes place in accordance with all the applicable privacy legislation. This in any event means that the Customer warrants that it is entitled to collect or cause the collection of the Personal Data and to process or cause the processing of the Personal Data.
15.18 The Customer indemnifies Briggs + Walker against any cost and loss incurred by Briggs + Walker because a data subject contacts Briggs + Walker on the grounds of unlawful data processing by the Customer. The Customer furthermore indemnifies Briggs + Walker against any loss incurred as a result of negative publicity caused by the unlawful data processing.
15.19 If it is established at any time that Briggs + Walker is liable for loss incurred by the Customer of any third parties in respect of the provisions of this article or the GDPR, article 82 GDPR applies. In addition to that the limitations of liability set out in Article 11 of these General Conditions apply in full and the term “loss” includes penalties imposed by supervisory authorities. In addition to that, the following applies. Briggs + Walker will be solely liable for damages as a consequence of a Breach, including the penalties awarded by the Dutch Data Protection Authority (Autoriteit Persoonsgegevens), if and to the extent that the Breach has its origin in attributable breach by Briggs + Walker. Briggs+Walker will never be liable for any damage occurred as a consequence of the Customer not acting in accordance with the instructions of the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) and/or not informing the Briggs+Walker of such instructions.
15.20 Should the Data Processing Agreement end, Briggs + Walker shall provide the Customer with all Personal Data and cease the Processing of the Personal Data with immediate effect. After Briggs + Walker has ensured these provisions were met, Briggs + Walker shall:
permanently delete all Personal Data digitally stored on a data carrier, or to the extent the permanent deletion of the details is not possible, destroy the data carrier;
remove all digital back-ups of all Personal Data with respect of article 15.21
15.21 Back-ups of the system are made by Briggs + Walker to be able to restore data if an (information security) Breach has occurred that caused loss or deletion of Personal Data. These back-ups will be automatically destroyed periodically. The nature of these back-ups makes it impossible to delete individual Personal Data from these back-ups.
15.22 Briggs + Walker may claim a reasonable fee for support services which are not included in the description of the services in the Agreement.
Article 16. Other provisions
16.1 If it is established that any provision of this Agreement is invalid or unenforceable, the other provisions will be interpreted as if the invalid or unenforceable provision had not existed. The invalid or unenforceable provision is then deemed to have been replaced by a valid and enforceable provision that approximates the Parties’ original intentions regarding the provision in question as closely as possible.
16.2 Briggs + Walker may engage third parties in the provision of the Services.
16.3 Briggs + Walker may amend these General Conditions from time to time. If and insofar as these General Conditions are amended during the term of an Agreement entered into between the Parties, such amendments will not govern the Agreement in question, unless the Parties agree otherwise In Writing and in consultation.
Article 17. Governing law and choice of forum
17.1 Every legal relationship to which Briggs + Walker is a party and every wrongful act in which Briggs + Walker is involved is governed exclusively by Dutch law, also if an obligation is performed in whole or in part abroad or if the party involved in the legal act is domiciled abroad. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
17.2 Any disputes that arise in respect of the Agreement (including disputes regarding the existence and validity of the Agreement) are settled exclusively by the competent court for the province of Noord-Holland, Haarlem location.
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General terms and conditions
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V e r s i o n 2 6 – 0 6 – 2 0 2 5
Article 1. Definitions
1.1 In the Agreement, the following capitalized terms shall have the meanings ascribed to them below.
Account: Client’s own environment in the Service;
Agreement: The agreement between Briggs+Walker and Client regarding the use of the Platform, to
which these Terms and Conditions apply;
Briggs+Walker: the limited liability company PTTN B.V., registered and having its offices at (2031BJ)
Haarlem at Hendrik Figeeweg 3-G 17;
Client Data: The data on the Platform that originates from Client, including location data, any data that an
End User stores in the Platform, and information related to propositions and follow-up;
Client: The contractual counterparty of Briggs+Walker to the Agreement;
Credits: The payment method for the Service;
Data Processing Agreement: The data processor agreement between Briggs+Walker and Client
regarding the processing of personal data in connection with the Service, which is attached as Appendix A
to this Agreement;
End User: An employee of Client, or of a party engaged by Client, who uses the Service with Client’s
permission;
Fee: A fee payable by Client to Briggs+Walker for the Service;
IP rights: All intellectual or industrial property rights, such as copyrights, patent rights, trademark rights,
database rights and rights to know-how;
Party: Briggs+Walker or the Client;
Personal Data: Has the meaning given in the Data Processing Agreement;
Platform: The Platform as described on the Website;
Service: Making the Platform available remotely under the terms of the Agreement;
Terms and Conditions: These general terms and conditions.
Website: Briggs+Walker’s website for the Platform, available at briggsandwalker.com.
Article 2. Agreement and Order of Precedence
2.1 The Agreement consists of the Terms and Conditions and the Data Processing Agreement. In case of conflict or inconsistency between the provisions of the documents that collectively constitute the Agreement, the following order of precedence shall apply, with the highest ranked document taking precedence over the documents listed below it:
a. The provisions of these Terms and Conditions;
b. The Data Processing Agreement;
2.2 The applicability of Client’s general (purchase) terms and conditions, are expressly rejected. Reference by Client to the applicability of its own general (purchase) conditions before, during or after the conclusion of the Agreement shall have no legal effect.
2.3 Briggs+Walker may amend these Terms and Conditions from time to time. Upon any change the revised Terms and Conditions will be brought to the attention of the Client prior to entry into force. Field Sales Made Smarter
2.4 Briggs+Walker shall have no obligation to provide Services other than those agreed to in this Agreement.
2.5 These general terms and conditions apply to all Briggs+Walker Services.
2.6 Briggs+Walker is not bound by the text of any document when it should be reasonably obvious to Client that such text contains an error.
Article 3. Service and License
3.1 Briggs+Walker shall use its best efforts as a good contractor to provide the Service. Upon registration by the Client, Briggs+Walker may decide to cancel a Client’s registration and Account within 5 Business Days for any or no reason.
3.2 Briggs+Walker grants Client, for the term and under the terms of the Agreement, the right to use the Service as described in this Section (the “License”), subject to Client’s timely payment of all Fees.
3.3 Client may only allow the Service to be used by End Users, and only for the internal purposes of its organization. Client may not (commercially or non-commercially) offer the Service to third parties, without prejudice to Client’s right to allow a contractor engaged by Client to use the Service as an End User.
3.4 Client is responsible for any use of the Service by End Users and warrants that End Users will act in accordance with this Agreement.
3.5 Use of the Service by Client and End Users is at Client’s expense and risk.
3.6 The Service may contain third party software. Briggs+Walker makes no warranty with respect to such software, is not liable for such software, and is not responsible for its use and maintenance. Client acknowledges that third party terms of use and additional fees may apply to the use of such software.
3.7 Briggs+Walker may, in its sole discretion, modify the Service from time to time in areas that are, in Briggs+Walker’s sole discretion, of minor importance. Upon prior notice, Briggs+Walker may also make substantial changes to the Service, interrupt the Service and temporarily block access to the Service (for example, due to maintenance, updates and/or expansion of work by Briggs+Walker with respect to the Service). In this case, the Client shall not be entitled to compensation or set-off of the Fees.
3.8 If a change in the Service results in a material change in functionality, Briggs+Walker will notify Client within a reasonable period of time. If Client does not agree to such a change, Client has the right to terminate the Agreement subject to one month’s notice.
Article 4. Reimbursement and Payment
4.1 Payment for the Service is done with Credits. The Client can purchase Credits on the Website. The price for Credits is stated on the Website and is exclusive of VAT. The Fee for the Service in Credits is stated on the Website.
4.2 Credits must be used within 12 months after purchase. Upon expiration of these 12 months, the Credits will expire and Briggs+Walker will not refund any (unused) Credits.
4.3 Briggs+Walker may increase the price of Credits once a year by up to the consumer price index figure of Statistics Netherlands for the previous year. Briggs+Walker will inform Client in advance of a proposed change in the Fees.
4.4 In addition to Section 4.3, Briggs+Walker may adjust the price of Credits, in which case Briggs+Walker shall give at least three months written notice. If Client does not agree to the adjustment, Client may terminate the Agreement within thirty days of such written notice.
4.5 In case of a negative Credit balance , Briggs+Walker may suspend the Agreement and block access to the Service.
Article 5. Access to the Platform
5.1 Client shall keep the usernames and passwords provided by Briggs+Walker confidential. Briggs+Walker is not liable for misuse of usernames and passwords and may assume that an End User who logs on with an End User’s username and password is actually that End User.
5.2 As soon as the Client knows or has reason to suspect that the username and password have fallen into the hands of unauthorized persons, or the Service is being misused, it must notify Briggs+Walker, without prejudice to the Client’s own obligation to take effective action immediately.
Article 6. Obligations of Client
6.1 Client is responsible for managing and configuring his Account, the use of the Service and the Client Data. Errors in configuring the Account may result in errors in the Service. Briggs+Walker is in no event liable for such errors.
6.2 The Client is solely responsible when the Client grants third parties access to the Service, and is liable for all damages suffered by Briggs+Walker as a result, even if Briggs+Walker has granted prior permission for such use.
6.3 Client is solely responsible for the selection and proper functioning of its own IT devices and infrastructure and a functioning Internet connection.
6.4 Client warrants that:
a. Client and third parties engaged by it will at all times fulfill their obligations under the Agreement, and that they will comply with all laws and regulations relating to their activities;
b. Client and any third parties engaged by it will not use the Service for any purpose other than that for which it was provided, and that it will not use the Service to copy or replace it or otherwisecompete with Briggs+Walker;
c. Client is duly authorized to use the Platform by virtue of valid agreements with clients, recruiters, and other parties involved, and does not add any clients or recruiters to the platform who have not given their explicit consent.
d. The Client Data processed by Client and third parties engaged by it and the use of the results of the Service do not infringe on intellectual property rights of third parties, do not violate applicable laws or regulations, are not contrary to public order or decency and do not invade the privacy of third parties;
e. Client and third parties engaged by it will not develop or contribute to activities that may be considered unethical marketing, deception, unfair trade practices or fraud;
f. Client and any third parties engaged by it shall not attempt to access the remote servers operated by Briggs+Walker or interrupt, attempt to interrupt, disrupt or otherwise interfere with the functionality of the Service and the underlying Software.
6.5 Client acknowledges that Briggs+Walker has no control over Client Data processed while using the Service, and indemnifies Briggs+Walker against any claim by a third party as a result of the use of Client Data.
6.6 If Client acts in violation of the Agreement, or if Briggs+Walker has reasonable cause to suspect that Client will act in violation of the Agreement, Briggs+Walker may temporarily or permanently block access to the Service with immediate effect.
Article 7. Fair Use
7.1 This fair use clause describes the guidelines for acceptable use of the Platform to ensure fair and equitable use for all users and to protect the Platform from misuse.
7.2 Client will only use the Platform in a reasonable and responsible manner. The Platform is designed to accommodate normal usage patterns for business purposes. For Clients accessing the Platform for commercial purposes, reasonable use includes activities that:
a. Do not overburden system resources;
b.Maintain usage within anticipated volume thresholds for your account type;
c. Do not attempt to gain competitive advantage through excessive or automated access;
d. Comply with any specified rate limits or access restrictions;
7.3 The following usage patterns may be considered unfair use of our platform:
a. The use of multiple Accounts for one and the same organization;
b. Excessive API calls or requests beyond reasonable operational needs;
c. Automated scraping or data harvesting that places undue burden on our infrastructure;
d. Deliberate attempts to overload or stress-test the platform;
e. Sharing access credentials beyond authorized users;
f. Using the platform to provide a competing service to third parties;
g. Any usage that significantly impairs the experience of other users;
7.4 Briggs+Walker reserves the right to monitor Platform usage and take appropriate action when unfair use is detected. Such actions may include temporary throttling of access, issuing warnings to Client, requiring upgrade to an appropriate usage tier, temporary suspension of service, termination of access in cases of repeated or severe violations.
7.5 When possible, Briggs+Walker will notify Client in advance of potential fair use violations and provide an opportunity to remedy the situation before taking restrictive actions.
Article 8. Guarantees
8.1 Briggs+Walker provides the Service “as is” and “as available” and makes no further warranty. Briggs+Walker does not warrant the suitability of the Service for any specific purpose, does not guarantee its full availability or security, and may suspend or terminate the Service and/or make the Service temporarily inaccessible to perform maintenance work, without any rights of Client.
8.2 Any use of the Service is at the expense and risk of the Client. Briggs+Walker does not guarantee anypossible results from the use of the Service. Briggs+Walker shall not be liable for damages suffered by Client in the event of loss of or damage to Client Data or other results of the Service.
8.3 Briggs+Walker does not guarantee that the Service will be available at all times without any interruption, failure, error or defect. Failure of the Service or sub-optimal operation of the Service, from any cause whatsoever, shall in no event give rise to any liability of Briggs+Walker to the Client. Outages may result from Internet, hardware or telephone connection failures, or may result from viruses, errors or defects. Client is responsible for compliance with the technical and functional requirements related to the use of the Service.Field Sales MadeSmarter
Article 9. Duration and Termination
9.1 The Agreement is entered into as of the date of signup on the Website by Client and for the term of one month. After this period, the Agreement will be renewed by periods of 1 month each time, unless a Party terminates the Agreement at least one month before the end of the current term.
9.2 Briggs+Walker may terminate the Agreement with immediate effect if:
a. Client in Briggs+Walker’s opinion damages Briggs+Walker’s reputation;
b. Client fails to fulfill its payment or other obligations under the Agreement, provided that Briggs+Walker has given Client written notice of default and Client’s performance fails even after a reasonable period of time included in the notice of default.
c. Client becomes bankrupt, is granted suspension of payments, if Client’s business is liquidated or terminated other than for the purpose of corporate merger.
d. Client is inactive for a period of 6 months.
9.3 Briggs+Walker shall not be obliged to compensate any damages or repay any monies already received because of such termination.
9.4 If, at the time of any termination of the Agreement, obligations to the Client have already been fulfilled, such fulfillment and related payment obligations cannot be the subject of dissolution. Amounts invoiced by Briggs+Walker prior to dissolution shall remain due and shall become immediately payable upon dissolution.
9.5 If the Agreement terminates for any reason, all amounts due are immediately due and payable. Briggs+Walker will keep the Service available for thirty calendar days following the termination of the Agreement solely to allow Client to retrieve Client Data and/or make a backup copy. It will no longer be possible to process information during such period. During the aforementioned period, Briggs+Walker shall have no obligations other than ensuring the availability of the Client Data as described above, subject to timely request.
Article 10. Privacy
10.1 In the course of providing the Service, Briggs+Walker will process Personal Data on behalf of Client. The parties agree that the Client is the controller for the processing of Personal Data during the use of the Service, and Briggs+Walker is the processor. The terms of such processing of Personal Data are set forth in the Data Processing Agreement.
10.2 During the use of the Service Briggs+Walker may collect statistical information on the use of the Platform by Clients. To the extent that such statistical information includes Personal Data, Briggs+Walker will process such Personal Data in accordance with its privacy statement for the Service, available on the Website.
Article 11. Intellectual Property Rights
11.1 Briggs+Walker grants Client only a limited, non-exclusive, non-transferable License to use the Platform, which cannot be sublicensed, as provided in Section 3.
11.2 All IP rights in the Service and all modifications, extensions, updates and/or improvements thereto, including, but not limited to, those proposed or requested by the Client, belong to Briggs+Walker.
11.3 All Client Data is and shall remain the sole property of Client and its licensors. Briggs+Walker will not use such Client Data for any purpose other than to provide, administer, maintain and improve the Service, to collect anonymous usage statistics – which are not traceable to Client or any individual – and to comply with applicable law.
11.4 Client hereby grants Briggs+Walker an irrevocable, non-exclusive license to use, upload, display, copy, modify, process and store Client Data for the purpose of providing the Service, in accordance with the Agreement.
11.5 At the request of the Client, Briggs+Walker may engage third party software in the provision of (parts of) the Service. The use of such software originating from a third party in the Service shall be subject to the relevant license and usage terms of that third party, all in addition to the Agreement.
Article 12. Confidentiality
12.1 The parties undertake to keep all confidential information received from each other under this Agreement strictly confidential and not to disclose it to third parties without the prior written consent of the other party. This duty of confidentiality applies both during the term of this Agreement and after its termination.
12.2 “Confidential Information” means any information provided by one party (the “Disclosing Party”) to the other party (the “Recipient”), including Client Data, that is marked as confidential or that the Recipient should reasonably understand to be confidential.
12.3 The obligation of confidentiality does not apply to information that:
a. is already publicly available or becoming available without being the result of;
b. was lawfully obtained from a third party without violation of any confidentiality obligations;
c. independently developed by the Recipient without using or referring to the Disclosing Party’s confidential information;
d. must be disclosed pursuant to a legal obligation, court order or other mandatory law or regulation, provided that the Recipient promptly notifies the Disclosing Party of such request and cooperates to ensure confidentiality to the maximum extent possible.
12.4 The obligations of this provision shall remain in effect for a period of five (5) years after termination of this Agreement.
Article 13. Liability
13.1 Client acknowledges and agrees that the Platform will include only the functionalities present at the start date of the Agreement.
13.2 Client agrees that it is solely responsible and liable for (i) the accuracy of information provided by Client, (ii) all activities that occur under Client’s account, including any acts or omissions of its employees or any party engaged by Client, and (iii) acquiring all authorizations and/or consents necessary for the use of the Client Data as contemplated by the Agreement.
13.3 The total liability of Briggs+Walker for any attributable breach of the Agreement or on any other ground shall be limited to compensation for direct damages incurred as a direct result of the failure and up to the amount actually paid out by Briggs+Walker’s insurance company in connection with the event causing the damages, and in all cases up to a maximum of €5,000.
13.4 In no event shall Briggs+Walker be liable to the Client for any damages other than those listed in Section 12.3, such as pure property damage, lost profits, third party claims against the Client, damages resulting from business interruption or corruption of data and loss of business, revenue, contracts or goodwill.
13.5 If, for any reason, Briggs+Walker’s insurance company does not pay to Briggs+Walker (in full), the total liability of Briggs+Walker shall at all times per incident be limited to the total sum of the fees (exclusive of VAT and any other taxes) actually paid by Client under this Agreement during the past two months, which may be zero.
13.6 The limitations and exclusions of this Article 14 do not apply in the event of:
a. Intent or gross misconduct;
b. Death or personal injury or other liabilities that cannot be limited or excluded by law.
13.7 Claims for damages against Briggs+Walker shall expire by the mere lapse of six months, unless the Client institutes legal action within that period.
Article 14. Force Majeure
14.1 A Party shall not be liable to the other Party for any failure in the performance of an Agreement (with the exception of payment obligations) if it is prevented by force majeure from performing the Agreement, for the duration that the force majeure continues. Force majeure means every circumstance independent of the will of that Party, foreseen or unforeseen, which makes performance of the Contract permanently or temporarily impossible and, insofar as not already included, war, act of war, civil war, riots, strikes, boycotts or lockouts, sabotage or fire, lightning strikes, extreme weather conditions and measures taken by Dutch or foreign government agencies.
Article 15. Other
15.1 The Agreement is governed by Dutch law. All disputes arising from or related to the Agreement will be submitted to the competent court in Noord-Holland, location Haarlem.
15.2 Where the Agreement speaks of ” in writing,” it shall include by e-mail.
15.3 The Agreement constitutes the entire agreement between the Parties with respect to the subjects described herein. The Agreement supersedes all prior understandings between the Parties with respect to these subjects, and in interpreting the Agreement, the Parties acknowledge that they have not relied on any representation, warranty, collateral contract, or other assurance except those expressly set forth in this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. Any conflicting terms in purchase orders, invoices or other documents shall be of no force or effect.
Appendix A: Data Processing Agreement
Article 1. Definitions
1.1 In this Data Processing Agreement, the following terms, always capitalized, shall have the following meanings whether used in plural or singular:
Annex: Appendix to the Data Processing Agreement, which is an inseparable part of the Data Processing Agreement;
Data Processing Agreement: The present agreement which forms part of the Agreement;
Personal data: Any data that can be directly or indirectly traced to a natural person as referred to in Article 4 introductory phrase and under 1 GDPR;
Processing: The processing of Personal Data as referred to in Article 4, introductory paragraph and 2 GDPR;
Subprocessor: A subcontractor engaged by Briggs+Walker, which Processes Personal Data under this Data Processing Agreement on behalf of Client as referred to in Article 28 paragraph 4 GDPR;
1.2 Capitalized terms not defined in this Data Processing Agreement shall have the meaning set out in the Terms and Conditions.
1.3 The provisions of the Agreement shall apply in full to the Data Processing Agreement. To the extent that the Agreement contains provisions regarding the processing of personal data, the provisions of this Data Processing Agreement shall prevail.
Article 2. Purpose of Processing Personal Data
2.1 Client and Briggs+Walker have entered into this Data Processing Agreement for the purpose ofProcessing Personal Data in the context of the Agreement.An overview of the type of Personal Data, thecategories of data subjects and the purposes for which the Processing of Personal Data takes place is set out in Annex 1.
2.2 Client warrants that it is authorized to provide the Personal Data to Briggs+Walker under this Data Processing Agreement.
2.3 Client fully independently determines the purpose of processing the Personal Data, and thus has full control over the Personal Data. Client is thus responsible for all obligations that rest on a data controller like Client under the GDPR, including retention periods, the application of proper access rights, and informing data subjects regarding their rights.
2.4 Briggs+Walker shall Process Personal Data solely for the purposes of the activities specified in this Data Processing Agreement and/or the Agreement. Without the express and written consent of the Client, Briggs+Walker will not use the Personal Data Processed under this Data Processing Agreement in any way, unless Briggs+Walker is required to do so by law. To the extent reasonably possible, Briggs+Walker will promptly notify the Client, prior to Processing, of that legal requirement.Field Sales MadeSmarter
2.5 Briggs+Walker will keep Client’s Personal Data separate from (Personal) Data it processes for itself or for third parties.
2.6 Briggs+Walker does not acquire any rights in respect of the Personal Data processed on behalf of Client, nor does it acquire ownership thereof. Briggs+Walker does not control the purpose of the processing. Briggs+Walker will not make independent decisions regarding the use of the Personal Data and the duration of any retention period.
Article 3. General Duty of care Briggs+Walker
3.1 Briggs+Walker shall ensure compliance with this Processing Agreement as well as the laws and regulations applicable to it, including but not limited to the GDPR. Upon request, Briggs+Walker undertakes to inform Client about the measures taken by Briggs+Walker regarding this duty of care.
Article 4. Technical and Organizational Measures
4.1 Briggs+Walker shall implement appropriate technical and organizational measures to secure Personal Data against theft or against any form of unlawful Processing of Personal Data in order to ensure a level of security that is appropriate in relation to the associated level of risk, as set out in Annex 2 (Specification of Security Measures). These measures guarantee an appropriate level of security, taking into account the state of the art and the costs of implementation, given the risks involved in the Processing of Personal Data and the nature of the data to be protected. In any event, Briggs+Walker will take the necessary measures to protect Personal Data against accidental or unlawful destruction, accidental or intentional loss, falsification, unauthorized disclosure or access, or any other form of unlawful Processing.
4.2 The technical and organizational measures to be taken by Briggs+Walker resulting in an appropriate level of security are listed in Annex 2. By agreeing to the terms of this Briggs+Walker Agreement, Client warrants that it has assessed the technical and organizational measures described in Annex 2 and acknowledges that these measures taken by Briggs+Walker result in an appropriate level of security for the Personal Data to be Processed.
Article 5.
Audit
5.1 Briggs+Walker shall cooperate to the extent reasonable with Client’s requests to monitor Briggs+Walker’s compliance with this Agreement, so that Client is able to adequately review compliance with what the Parties have agreed.
5.2 The costs incurred by Briggs+Walker in connection with such audit shall be borne by Client, and Client shall share all results with Briggs+Walker.
5.3 If an audit reveals a deficiency by Briggs+Walker, Briggs+Walker shall correct the deficiency as soon as reasonably possible.Field Sales MadeSmarter
Article 6. Confidentiality
6.1 Briggs+Walker will itself, and will ensure that any person acting under its authority and/or accessing the Personal Data:
a. keep the Personal Data and other confidential information of which they become aware confidential, except to the extent that any legal requirement obliges them to disclose or the need to disclose arises from their duties;
b. Process Personal Data only on behalf of and for the benefit of the Client and to the extent necessary in the context of the agreed service provision, subject to differing legal obligations, and comply with all instructions from the Client; and
c. not Process or cause to be Processed the Personal Data for any other purpose and not perform any actions with Personal Data other than those agreed upon in the context of the services.
6.2 Briggs+Walker shall ensure that anyone who may have access to the Personal Data that Briggs+Walker Processes for Client shall sign a confidentiality agreement which shall include at least the elements in clause 6.1 of this Data Processing Agreement.
6.3 Briggs+Walker shall in no way disclose the contents of the Agreement and/or cooperation with Client as well as the information that becomes known to it to third parties, unless it is required to do so by mandatory law or if this is done pursuant to Client’s prior written consent.
Article 7. Subprocessors
7.1 Briggs+Walker shall not outsource the performance of the Processing on behalf of Client in whole and/or in part to third parties without Client’s prior written consent.
7.2 The Subprocessors engaged by Briggs+Walker are listed in Annex 1. Client hereby consents to these Subprocessors. If Briggs+Walker wishes to engage other Subprocessors, Briggs+Walker shall inform Client of the intended changes and provide Client with the opportunity to object to these changes.
Article 8. Personal Data Breach
8.1 Briggs+Walker will notify Client without unreasonable delay of:
a. a Personal Data breach as defined in the GDPR and/or any other incident regarding the security of Personal Data;
b. a breach of any of the obligations set forth in this Data Processing Agreement; and/or
c. a request or order from, or investigation by, a regulator or other competent authority, to the extent permitted under applicable mandatory laws and regulations.
8.2 Briggs+Walker will provide all relevant information regarding a Personal Data breach to Client without unreasonable delay. Briggs+Walker will keep Client informed of any new developments regarding a Personal Data breach.
Article 9. Assistance to Client
9.1 Briggs+Walker shall assist Client in fulfilling its duty under the GDPR to respond to requests for the exercise of a data subject’s rights, in particular the right to inspection (Art. 15 GDPR), rectification (Art. 16GDPR), data erasure (Art. 17 GDPR), restriction (Art. 18 GDPR), portability (Art. 20 GDPR) and the right to object (Art. 21 and 22 GDPR). When Briggs+Walker receives a complaint or a request from a data subject regarding the Processing of Personal Data, Briggs+Walker will forward the request to Client, who is responsible for handling the request.
9.2 Briggs+Walker shall, to the extent possible, assist the Client in enforcing its obligation under the GDPR to conduct a data protection impact assessment (Art. 35 and 36 GDPR).
9.3 Briggs+Walker shall make available to the Client all information necessary to demonstrate Briggs+Walker’s compliance with its obligations under the GDPR.
Article 10. Termination
10.1 If this Data Processing Agreement and/or the Agreement terminates in any manner and/or at Client’s first request, Briggs+Walker shall, unless otherwise provided by mandatory law:
a. Immediately cease any use or other Processing within the meaning of the GDPR of the Personal Data, unless Client requests Briggs+Walker to continue the Processing; and
b. in any event, within five (5) business days or any time period agreed upon between Client and Briggs+Walker, ensure that all documents and/or other data carriers containing and/or relating to Personal Data (including all copies in any form) are, at Client’s option, (i) returned to Respondent in a format specified by Client and/or (ii) destroyed upon Client’s written request.
Article 11. Liability
11.1 The liability provisions of the Agreement shall apply in full to this Data Processing Agreement.
Article 12. Varia
12.1 The Personal Data will be retained for a retention period of at maximum 180 days, or any such shorter period as configured by the Client in the Platform. Briggs+Walker shall not Process Personal Data for longer than in accordance with such retention periods.
12.2 The provisions of the Agreement, including but not limited to the provisions regarding notice and/or termination, choice of law and competent court, apply in full to this Data Processing Agreement.
12.3 The obligations in this Data Processing Agreement that by their nature are intended to survive termination shall survive termination of this Data Processing Agreement.
12.4 In the event of a conflict between any provision of this Data Processing Agreement and any provision of the Agreement, the provision of this Data Processing Agreement shall prevail.
12.5 This Data Processing Agreement will be amended by mutual agreement between Client and Briggs+Walker if required by (future) applicable laws and regulations or a change in service.Field Sales MadeSmarter
Annex 1
Processing overview
1 Processing purposes Acquiring personal data of subscriptions of consumers recruited via direct sales/ field marketing.
2 Data Controller Client
3 Processor Briggs+Walker
4 Subprocessor Microsoft Azure (Infrastructure + hosting)
5 Type of personal data Name, address, place of residence, phone number, date of birth, gender, e-mail, bank account number
6Data subjects Newly acquired consumers of the Controller for the products or services offered by the Controller.
7 Location of processing Hosting of data occurs within the EEA (European Economic Area).
8 Retention periodAfter 180 days the personal data will be anonymized/removed.Field Sales MadeSmarter
Annex 2
Technical and organizational measures
Briggs+Walker will take the appropriate technical and organizational measures referred to in Article 4 of the Data Processing Agreement to secure the Personal Data in order to ensure a level of security that is appropriate in relation to the corresponding level of risk. These measures guarantee an appropriate level of security, taking into account the state of the art and the costs of implementation, given the risk involved in the processing of Personal Data and the nature of the data to be protected. Briggs+Walker has a demonstrable and documented information security policy and operates in accordance with ISO27001 & ISO27701.
Technical measures
•A development protocol is in plan to ensure that changes in software are made securely and in compliance with security policies.
• Data is stored only in both physically and digitally well-secured data centers.
• Networks within which critical information is shared are accessible only to authorized users.
• Critical information is backed up on a regular basis. Both these backups and infrastructure configurations are available from multiple regions.
• Development assumes privacy-by-default and privacy-by-design.
• Logging is maintained of events in systems containing confidential information, and/or systems involved in processes that are susceptible to fraud. This includes both user and administrator activities.
• Encryption is used when storing data.
• Application security is applied through input validation, secure APIs, and secure encryption policies, among others.
• Where possible, 2-factor authentication is forced for end users.
• Obsolete data is automatically deleted in line with data processing agreements.
• Backup recovery and fail restore tests are performed periodically.
• Periodically, technical tests (penetration tests, etc) are performed to test security. Improvement opportunities resulting from this are implemented in a timely manner.
Organizational measures
• Briggs+Walker has appointed a security- and privacy officer who oversees all processes related to information security and privacy.
• A management protocol is in place to ensure that maintenance and checks are timely and proper.
• Both in the hiring policy and during the working period, measures are taken to assess and increase the security awareness of the employees of Briggs+Walker.
• Procedures and exercises are in place on how to deal with data breaches and security incidents.
• Authorizations are managed on a need-to-know basis and only with qualified personnel. The system owner reviews (special) access rights at appropriate intervals.
• Information security and privacy risks are identified and periodically assessed.
• Both internal and external audits for information security and privacy are conducted annually by knowledgeable and independent auditors.