Article 1. General

1. These conditions apply to every offer, quotation and agreement between Joomill and a Client to which Joomill has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
2. These terms and conditions also apply to all agreements with Joomill, for the execution of which third parties need to be involved by Joomill.
3. By accepting these terms and conditions you also agree to receive invoices electronically.

Article 2. Quotations

1. All Joomill quotes are without obligation and expire no later than 30 days from the date of the quote.
2. Joomill cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3. Delivery dates mentioned in quotations of Joomill and other dates mentioned for services to be performed by Joomill are global and informative only; exceeding them does not give the potential Client a claim for damages or dissolution.
4. The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless explicitly stated otherwise.
5. A composite quotation does not oblige Joomill to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
6. Joomill is only bound by its quotation if the acceptance thereof is confirmed in writing by the potential Client within 30 days.

Article 3. Contract term.

1. The agreement between Joomill and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

Article 4. Delivery period

1. If a term has been agreed or given for the performance of certain work or for the delivery of certain goods, this is never a deadline. If a term is exceeded, the Client must therefore give Joomill written notice of default. Joomill must thereby be offered a reasonable period to still perform the agreement.
2. The delivery time specified by Joomill shall commence after all necessary data is in its possession. Joomill is not liable for damages, of any nature whatsoever, because Joomill has relied on incorrect and / or incomplete data provided by the Client.
3. Joomill shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
4. Joomill is entitled to have certain work performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
5. Joomill is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
6. If the agreement is executed in phases, Joomill may suspend the execution of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.

Article 5. Delivery

1. The Client is obliged to accept the purchased goods at the moment they are delivered to him or at the moment they are made available to him according to the agreement.
2. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the Client's risk. The Client shall in that case be liable for all additional costs, including in any case storage costs.

Article 6. Changes to the Agreement

1. If during the execution of the Agreement it appears that for a proper execution thereof it is necessary to amend or supplement it, the parties will proceed to amend the Agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and / or quantitative respect, then this has consequences for what was originally agreed. The amount originally agreed upon may also be increased or decreased as a result. Joomill will give as much advance notice as possible. An amendment of the agreement may furthermore change the originally specified period of execution. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
2. If the agreement is modified, Joomill is entitled to execute it only after written agreement has been given by the person authorized within Joomill and the Client has agreed in writing to the price and other conditions specified for the modified execution, including the new time to be determined for delivery. Failure to execute or not immediately execute the amended agreement is not a default on the part of Joomill and cannot be a ground for the Client to terminate or cancel the agreement.
3. Without being in default, Joomill may refuse a request to amend the agreement, if this could have qualitative and/or quantitative consequences, for example for the work to be carried out or goods to be delivered in that context.

Article 7. Price increase

1. If Joomill agrees a fixed fee or fixed price with the Client, Joomill is nevertheless entitled to increase this fee or price at any time without the Client being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds which could not reasonably have been foreseen at the time the agreement was concluded.
2. If the price increase other than as a result of an amendment to the agreement is more than 10% and takes place within three months of the conclusion of the agreement, then only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by written declaration, unless Joomill:

• can still be found willing to execute the agreement on the basis of what was originally agreed;
• can demonstrate that the price increase results from a power or an obligation resting on Joomill under the law;
• can demonstrate that it has been stipulated in writing that the delivery should take place later than three months after the conclusion of the agreement;
• in case of delivery of a good, can demonstrate that it has been stipulated in writing that the delivery will take place later than three months after the purchase.

Article 8. Dissolution

1. Joomill is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely fulfill the obligations under the agreement, after the conclusion of the agreement Joomill learns of circumstances that give good reason to fear that the Client will not fulfill the obligations, if at the conclusion of the agreement the Client has been requested to provide security for the fulfilment of its obligations under the agreement and this security has not been provided or is insufficient or if, as a result of delay on the part of the Client, Joomill can no longer be required to fulfil the agreement against the originally agreed conditions.
2. Furthermore, Joomill is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably and fairly be required of Joomill.
3. If the agreement is dissolved, Joomill's claims against the Client are immediately due and payable. If Joomill suspends performance of the obligations, it retains its claims under the law and agreement.
4. If Joomill proceeds to suspension or dissolution, he is in no way obliged to compensate for damages and costs thereby incurred in any way.
5. If the dissolution is attributable to the Client, Joomill is entitled to claim compensation, including the costs, incurred directly and indirectly by initial assignment.
6. If the Client fails to fulfill his obligations arising from the agreement and this failure justifies dissolution, Joomill is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of default, see also 8.5.
7. If the agreement is terminated prematurely by Joomill, Joomill shall, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for Joomill, these will be charged to the Client. The Client shall be obliged to pay these costs within the period stated for this purpose, unless Joomill indicates otherwise.
8. In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer dispose freely of his assets, Joomill is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any damages or compensation. Joomill's claims against the Client shall in such case be immediately due and payable.
9. If the Client cancels an order placed in whole or in part, the work performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for the execution of the agreement, shall be charged in full to the Client.

Article 9. Termination

1. Hosting subscriptions and agreements for related Internet services, including service contracts, that have been entered into for a definite period can only be terminated at the end of the period for which they have been entered into, by giving written notice with due observance of a minimum notice period of one month. In the absence of timely notice, these contracts are deemed to have been tacitly renewed for at least one month, according to the terms and conditions then applied by Joomill.
2. Hosting subscriptions and agreements for related Internet services, including service contracts, which have been entered into for an indefinite period of time may be terminated each month, by written notice with a minimum notice period of one month.

Article 10. Force Majeure

1. Joomill is not obliged to fulfill any obligation to the Client if he is hindered to do so as a result of a circumstance which is not due to fault, and which is not for his account by virtue of the law, a legal act or generally accepted practice.
2. Force majeure is in these terms and conditions, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Joomill can not influence, but which prevents Joomill to fulfill its obligations, including strikes in the company of Joomill or necessary third parties. Joomill is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Joomill should have fulfilled its commitment.
3. Joomill may suspend obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then both parties are entitled to dissolve the agreement, without any obligation to pay damages to the other party.
4. To the extent Joomill has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the fulfilled respectively to be fulfilled part has independent value, Joomill is entitled to invoice the already fulfilled respectively to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 11. Payments, deadlines and collection costs

1. Payment should be made within 30 days of the invoice date, in a manner to be indicated by Joomill in the currency invoiced, unless otherwise indicated in writing by Joomill.
2. Joomill is entitled to invoice periodically, pro rata work.
3. If the Client fails to pay an invoice on time, then the Client is in default by operation of law. The Client shall then owe interest of at least 1% per month and equal to the legal interest rate. The interest on the due and payable amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due. Agreed instalments shall be considered by Joomill as expired in this case.
4. Joomill is entitled to apply the payments made by Client firstly to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and current interest. Joomill may, without thereby being in default, refuse an offer of payment if the Client relies on a different order for the allocation of payment. Joomill may refuse full repayment of the principal sum, if this does not include payment of the accrued and current interest and collection costs.
5. The Client shall never be entitled to set off what he owes to Joomill. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke section 6.5.3 (articles 231 to 247 book 6 BW) is also not entitled to suspend payment of an invoice for any other reason.
6. Service contracts are invoiced in advance, per month.
7. Hosting services are invoiced in advance, per calendar year.
8. Courses will be invoiced in advance.

Article 12. Collection costs

1. If the Client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs to obtain satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Joomill has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 13. Retention of title

1. Everything delivered by Joomill under the agreement Joomill remains the property of Joomill until the Client has properly fulfilled all obligations under the agreement(s) concluded with Joomill.
2. Anything delivered by Joomill, which is subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber that which is subject to retention of title.
3. Joomill's proposals, work schedules and/or designs are subject to copyright. The proposals and schemes are offered to you free of charge. However, should it appear that the proposals, schemes and / or designs (in whole or in part) are adopted by third parties for the purpose of manufacturing a website, or related institutions, Joomill reserves the right to charge 25% of the sum of the entire proposal in connection with design and / or development costs.
4. In the event that Joomill wishes to exercise its proprietary rights indicated in this article, the Client gives in advance unconditional and irrevocable permission to Joomill and third parties to be appointed by Joomill to enter all those places where Joomill's property is located and to take it back.
5. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, Client is obliged to inform Joomill thereof as soon as may reasonably be expected.

Article 14. Warranty

1. Joomill guarantees that the goods it delivers are free of design, material and manufacturing defects for a period of 3 months after delivery. Unless otherwise follows from the nature of the delivered goods or the parties have agreed otherwise. If the warranty provided by Joomill concerns a good produced by a third party, the warranty is limited to that provided by the producer of the good for it, unless otherwise stated.
2. Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof, incorrect storage or maintenance to it by the Client and/or by third parties when, without written permission from Joomill, the Client or third parties have made changes to the item or have tried to make changes to it, other items have been attached to it which should not have been attached to it or if these have been processed or treated in a manner other than prescribed.
3. If a defect is reported later, the Customer is no longer entitled to repair, replacement or compensation.
4. Guarantee is only granted when the Client has fulfilled all its obligations.

Article 15. Liability

1. Should Joomill be liable, then this liability is limited to what is regulated in this provision.
2. Joomill is not liable for damages, of any nature whatsoever, arising because Joomill has relied on incorrect and / or incomplete information provided by or on behalf of the Client.
3. If Joomill should prove liable for any damages, then Joomill's liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
4. The liability of Joomill is in any case always limited to the amount paid by its insurer in the relevant case.
5. Joomill is only liable for direct damage;
6. Direct damage means exclusively the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have Joomill's faulty performance meet the agreement, insofar as these can be attributed to Joomill and reasonable costs incurred to prevent or limit damage, insofar as the Client proves that these costs have led to the limitation of direct damage as meant in these general terms and conditions. Joomill shall never be liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption.
7. The Client is liable for the content of the website/domain. This with respect to backup, offensive or prohibited texts, violation of copyright laws, offering for download and/or storing illegal software, as well as any form of publication that could potentially cause complaints and/or annoyance.
8. Joomill is in no case liable for technical defects of the website or the server, (temporary) inaccessibility, (temporary) power failure or power cuts, bankruptcy or suspension of payment of third parties or suppliers, malfunctions, inaccessibility by force majeure, cracking (hacking) of the website or the server, as well as any form of material or immaterial damage caused by third parties and / or related to the internet website.

Article 16. Indemnification

1. The Client shall indemnify Joomill against any claims by third parties, who suffer damage in connection with the execution of the agreement and whose cause is attributable to other than Joomill. If Joomill should be sued by third parties for this reason, the Client is obliged to assist Joomill both extra-judicially and judicially and immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, Joomill is entitled, without notice of default, to take such measures himself. All costs and damages incurred on the part of Joomill and third parties as a result shall be entirely at the expense and risk of the Client.

Article 17. Dispute resolution

1. The District Court of Breda has exclusive jurisdiction to take cognizance of disputes, unless the Subdistrict Court has jurisdiction. Nevertheless, Joomill has the right to summon its Client to appear before the court having jurisdiction according to the law.

Article 18. Applicable law.

1. Any agreement between Joomill and the Client shall be governed by Dutch law. The Vienna Sales Convention is expressly excluded.
2. The court in Breda has exclusive jurisdiction to take cognizance of disputes, unless the law imperatively requires otherwise. Nevertheless, Joomill has the right to submit the dispute to the competent court according to the law.
3. Parties will only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.

Article 19. Location and modification of conditions

1. The general terms and conditions may be published by Joomill by means of a link, via which they can be consulted on the website www.joomilll.nl.
2. Applicable is always the last published version or the version valid at the time of the formation of the legal relationship with Joomill.
3. The Dutch text of the general conditions is always decisive for its interpretation.

ANNEX 1: PROCESSING OF PERSONAL DATA

If in the performance of the agreement Joomill processes Personal Data for the benefit of the Client, in addition to the General Conditions, the conditions below shall apply.

Article 1: General

1. The terms defined in this Schedule in the General Data Protection Regulation (hereinafter "AVG") shall have the meaning assigned to them in the AVG.
2. When processing Personal Data, the Client may be designated as a Controller, or if the Client processes the Personal Data on behalf of a third party as a Processor. Joomill performs (depending on the capacity in which the Client processes Personal Data) the role of Processor or sub-processor.

Article 2: Purposes of Processing.

1. Joomill undertakes to process Personal Data on behalf of the Client under the terms of the Agreement. The processing will be carried out solely in the context of the performance of the Agreement, plus those purposes reasonably related thereto or determined by further agreement.
2. Joomill shall not process Personal Data for any purpose other than as determined by the Client. The Client shall notify Joomill of the processing purposes to the extent not already specified in this Schedule. The Client must notify which categories of data subjects and personal data are involved using the online form: Specification of Personal Data and Data Subjects.
3. Joomill has no control over the purposes and means of processing Personal Data. Joomill does not make decisions regarding the receipt and use of Personal Data, the disclosure to third parties and the duration of storage of Personal Data.

Article 3: Joomill Obligations.

1. In respect of the processing mentioned in Article 2, Joomill will ensure compliance with the conditions that, under the AVG, are imposed on the processing of Personal Data.
2. Joomill will process Personal Data and other data that will be supplied to Joomill by or on behalf of the Client.
3. Joomill shall inform the Client, upon its request and within a reasonable time, of the measures taken by it regarding its obligations under this Schedule.
4. Joomill's obligations under this Schedule also apply to those who process Personal Data under Joomill's authority.
5. Joomill shall notify the Client if, in its opinion, any instruction given by the Client violates relevant privacy laws and regulations.
6. Joomill will provide the Client with the necessary cooperation if a data protection impact assessment, or prior consultation with the regulator, should be necessary in the context of the processing.

Article 4:Division of responsibility

1. All parties will ensure compliance with applicable privacy laws and regulations.
2. The permitted processing operations will be performed by Joomill within a (semi-)automated environment.
3. Joomill is solely responsible for the processing of Personal Data under this Schedule, in accordance with the instructions of the Client and under the express (ultimate) responsibility of the Client. For all other processing of Personal Data, including but not limited to the collection of the Personal Data by the Client, processing for purposes not notified to Joomill by the Client, processing by third parties and/or for other purposes, Joomill is not responsible. The responsibility for these processing operations rests solely with the Client.
4. The Client warrants that the content, use and assignment of processing of Personal Data referred to in this Schedule is not unlawful and does not infringe any right of third parties.

Article 5:Engaging third parties or subcontractors.

1. The Client hereby authorizes Joomill to engage third parties (sub-processors) in the processing.
2. At the request of the Client, Joomill will inform the Client as soon as possible about the sub-processors it has engaged. The Client has the right to object to the engagement of a sub-processor. This objection must be made in writing, within two weeks and supported by arguments.
3. Joomill unconditionally ensures that these third parties assume in writing the same duties as agreed between the Client and Joomill. Joomill guarantees proper compliance with these duties by these third parties.

Article 6:Security.

1. Joomill will endeavor to take appropriate technical and organizational measures with respect to the processing of Personal Data to be performed, against loss or against any form of unlawful processing (such as unauthorized access, impairment, modification or disclosure of the personal data).
2. Joomill does not warrant that the security is effective under all circumstances. Joomill shall endeavor to have the security meet a level that is not unreasonable, given the state of the art, the sensitivity of the Personal Data and the costs associated with implementing the security.
3. The Client shall make Personal Data available to Joomill for processing only if the Client has satisfied itself that the required security measures are in place. The Client is responsible for compliance with the measures agreed by the parties and recommended by Joomill.

Article 7:Duty to Report.

1. In the event of a security breach and/or a data breach (which shall mean: a breach of security leading accidentally or unlawfully to the destruction, loss, modification or unauthorized disclosure of, or unauthorized access to, transmitted, stored or otherwise processed data) Joomill, shall use its best efforts to inform the Client about this as soon as possible as a result of which the Client shall assess whether or not to inform the supervisory authorities and/or data subjects. Joomill shall use its best efforts to make the information provided complete, correct and accurate.
2. If required by laws and/or regulations, Joomill will cooperate in informing the relevant authorities and any data subjects. The Client is responsible for reporting to the relevant authorities.
3. The duty to report includes in any case reporting the fact that a leak has occurred, as well as:

• What is the (alleged) cause of the leak;
• What is the (currently known and/or expected) consequence;
• What is the (proposed) solution;
• What measures have already been taken;
• Contact details for following up on the report;
• Who has been informed (such as the data subject himself, the client, the (sub-)processors, the supervisor).

Article 8: Dealing with requests from data subjects

1. In the event that a data subject makes a request about their personal data to Joomill, Joomill will forward the request to the Principal and notify the data subject. The Client will then handle the request independently. If it appears that the Client requires assistance from Joomill in fulfilling a data subject's request, Joomill will cooperate and may charge Joomill for such assistance.

Article 9:Audit.

1. The Client shall have the right to have audits performed by an independent ICT expert bound by confidentiality to verify compliance with all items in this Schedule.
2. Such audit shall only take place after the Client has requested and reviewed the similar audit reports present at Joomill and presents reasonable arguments justifying an audit initiated by the Client as yet. Such an audit shall be justified when the similar audit reports present at Joomill are inconclusive or insufficiently conclusive of Joomill's compliance with this Schedule. The audit initiated by the Client shall take place two weeks after prior notice by the Client, not more than once a year.
3. Joomill shall cooperate in the audit and make available all information reasonably relevant to the audit, including supporting data such as system logs, and employees as timely as possible and within a reasonable timeframe, whereby a timeframe of up to two weeks is reasonable unless an urgent interest dictates otherwise.
4. The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result, may or may not be implemented by one of the Parties or by both Parties jointly.
5. The reasonable costs of the audit will be borne by the Client, on the understanding that the costs of the ICT expert to be hired will always be borne by the Client.

Article 10:Secrecy and confidentiality.

1. All Personal Data that Joomill receives from the Client and/or collects itself in the context of this Schedule is subject to a duty of confidentiality towards third parties. Joomill shall not use such information for any purpose other than that for which it was obtained, unless it is in such form that it cannot be traced back to data subjects.
2. This duty of confidentiality does not apply:
   • To the extent that the Client has given express permission to provide the information to third parties; or
   • If providing the information to third parties is logically necessary for the performance of the Main Agreement or this Schedule;
   • If there is a legal obligation to provide the information to a third party.

Article 11:Duration and termination.

1. The Annex is entered into for the duration as stipulated in the Agreement between the Parties and, in the absence thereof, in any event for the duration of the cooperation.
2. The Annex may not be terminated in the interim.
3. The Parties may amend this Attachment only by mutual consent.
4. After termination of the Attachment, Joomill shall immediately destroy the Personal Data received from the Client, unless the Parties agree otherwise.

Version: 01-01-2020
Amendment: VAT Number