Item D6 D6
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
February 21, 2024
Agenda Item Number: D6
2023-2133
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Markham McGill--Director of Sales
N/A
AGENDA ITEM WORDING: Approval of an Agreement with The ETraining Company B.V. to
host and maintain seven(7) international learning portals for travel trade agents in English, Spanish,
French, German, Italian, Dutch and Portuguese and approval to waive the purchasing policy
requirement to seek price quotes for continued use of this software. The yearly service fee for 2024 is
$5,300.00.
ITEM BACKGROUND:
The TDC has been using The ETraining Company's software and training services for several years,
which allows for travel trade agents to educate themselves on the Florida Keys and Key West to better
promote and recommend travel to the destination. While the annual cost is below the thresholds for
required quotes, use of this product over multiple years would require price quotes so staff is seeking
approval to waive the purchasing policy requirement to seek price quotes. Staff is seeking approval to
maintain the service while it researches other similar solutions.
PREVIOUS RELEVANT BOCC ACTION:
No prior BOCC action.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
New Agreement.
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
The ETraining Company B.V. Agree ent.pdf
1804
FINANCIAL IMPACT:
$5,300.00
CC 76066 Sales - Fund 116
1805
III i � �
e
.... . „...„
0M p" 'a"ny
Monroe County Tourist Development Council The Etraining Company by
Attn Finance Rokkeveenseweg 24
1201 White st Suite 102 2712 XZ Zoetermeer - NL
Key West, FL 33040 VAT Nummer NL 8188.84.320
USA
Contactperson: Yves Vrielinck UIII Slllvd ce
Invoice number: 4 23
Invoice date: 15/dec/23
Expiration date: 12/jan/24
in Usd. $
$5.300,00
Yearly service fee(January 2024—December 2024)to host and maintain the Online
Training Platforms(E-leaming portals)In the following languages:
English, Spanish, French, German, Spanish, Portugese, Italian, Dutch)
Also included:
1)The Florida Keys&Key West image gallery(photos can be downloaded free of charge by travel advisors).
2)Promotion of the E-learning portals to the travel trade via email blasts and social media.
3)Providing access to the data collected from the online participants(to be used in future marketing efforts).
Total excl VAT $5.300,00
VAT N/A $0,00
Total incl VAT $5.300,00
Late payment supplement when paid after exp. date $0,00
Total incl VAT when paid after exp. date $5.300,00
For payments please use the bank&company details here below. You can ignore the late payment supplement when
paid before the expiration date.
Dua uiiieui°yut deta liiIIIs
Name of bank: Rabobank The Netherlands Michel de Lijster
Address of bank: Croesenlaan 18 , 3521 CB, Utrecht Tel. number: 079-5939313
SWIFT code: RABONL2U
Name of beneficiary: The ETraining Company by www.etrainingcompany.nl
Accountnumber: NL59RABOO138047065 accounting@etrainingcompany.nl
Payment reference: 7423
Conditions:
Our conditions,as published at the chamber of commerce Haaglanden with ref.nr. 27310784,apply to all our agreements.Any collection costs
will be for the account of the advertiser/client.
1806
e IIt
c m
General delivery & service conditions
All offers, assignments, negotiations and agreements under which The ETRAINING COMPANY BV
supplies software and/or services shall be subject to these General Terms of Delivery and
Service.
Definitions
a) Connection:
The Service, whereby a link between a sub-domain (unique URL) of The ETRAINING COMPANY
BV and a (sub-) domain (unique URL) of the Other Party is established enabling the use of the
software and the network of The ETRAINING COMPANY BV by the Other Party.
(b) Designation:
The unique name, the so-called unique 'subdomain' that the Other Party is allocated by THE
ETRAINING COMPANY for the connection.
c) Services:
The services provided by THE ETRAINING COMPANY pursuant to the Contract. This may concern
a connection, the supply of training software and the possibility of placing training modules of
and for the Other Party on connected networks of THE ETRAINING COMPANY.
d) Quotation:
Any offer of THE ETRAINING COMPANY for the supply of software and/or Services to which the
General Terms and Conditions including the Additional Delivery and Service Terms and
Conditions of THE ETRAINING apply at all times.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1807
e IIt
c m
e) Agreement:
An Agreement and/or supplements to an Agreement will come into force upon the signing of a
quotation and/or other document such as a contract agreement from The ETRAINING
COMPANY, which always forms part of the General Terms of Delivery as filed with the Chamber
of Commerce at that time.
f) Access code/ Password:
The (read) characters (which include webmaster code(s)/mentor code(s) group manager
code(s)) that the Other Party obtains in addition to the designation of THE ETRAINING
COMPANY in order to gain access to the network and/or subdomain connected to it.
(g) Other Party:
The company that purchases software and/or services from THE ETRAINING COMPANY under
the Agreement.
h) Software:
The software which THE ETRAINING COMPANY supplies under the Agreement and which
enables online elearning of training modules after connection.
i) THE ETRAINING COMPANY :
THE ETRAINING COMPANY B.V. established and located in Zoetermeer.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1808
e IIt
c m
Article 1 - General
1.1 These General Terms and Conditions of Supply apply to all negotiations, offers, assignments
and agreements, including annexes, in which THE ETRAINING COMPANY supplies software
and/or services to the other party (parties), even if this software and/or these services are not
explicitly described in these terms and conditions. Any purchase conditions or other conditions
of the other party shall not apply unless these have been expressly accepted by THE ETRAINING
COMPANY at least in writing. In the event of any conflict between agreements, documents or
annexes, the order of precedence shall be as indicated in Article 12.3 of these terms and
conditions. The ETRAINING COMPANY is entitled to refuse orders without giving any reason;
1.2 Amendments and supplements to the General Terms and Conditions of The ETRAINING
COMPANY shall become valid as soon as they are available on ETC's website and have been
presented and filed with the Chamber of Commerce.The ETRAINING COMPANY shall at least
ensure that any amended terms and conditions are accessible and retrievable by the
Contracting Party on its website for a period of two months after they have been deposited. If a
Contract was concluded before the amended date, The ETRAINING COMPANY shall ensure that
the Contracting Party can take knowledge of the current General Terms and Conditions via its
website and all subsequent e-mail correspondence for a period of two months (by indicating the
amendment in the signature of The ETRAINING COMPANY's employees). If the Other Party does
not wish to accept changes to the General Terms and Conditions, it will have the right to
terminate the Contract immediately up to two months after the date of the change, unless
other provisions are agreed in writing between THE ETRAINING COMPANY and the Other Party.
Oral communications, undertakings or agreements have no legal force unless confirmed in
writing by THE ETRAINING COMPANY. Amounts invoiced by THE ETRAINING COMPANY before
the termination in connection with what it has already performed or supplied in accordance
with its obligations before the termination will remain due undiminished and will become
immediately payable at the time of termination, unless otherwise agreed in writing;
1.3 Cancellation by the Other Party of an order it has placed within the scope of the Contract
may only take place with the written consent of The ETRAINING COMPANY. If The ETRAINING
COMPANY agrees to the cancellation, the Other Party will owe The ETRAINING COMPANY any
amounts that The ETRAINING COMPANY has already invoiced or will have to invoice prior to the
cancellation in connection with what it has already performed or supplied in accordance with its
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1809
e IIt
c m
obligations prior to the cancellation. These amounts will become immediately due and payable
at the time of cancellation, unless otherwise agreed in writing;
1.4 In the event of tacit renewal of an Agreement, the General Terms of Delivery as filed with
the Chamber of Commerce on the effective date of the renewal shall apply; they shall be
applicable for the new contract period.
1.5 If any provision of these General Terms and Conditions is invalid, the remaining provisions
shall remain in force. In that case, the parties shall consult on the content of a new provision
that approximates the content of the original provision as closely as possible.
Article 2 - Price and payment
2.1 All prices and rates are exclusive of VAT and any other levies imposed by the government;
2.2 The prices to be charged pursuant to the contract are the prices in force at the time of the
Other Party's written acceptance of the Offer and/or other written document; The ETRAINING
COMPANY reserves the right to introduce annual price changes, which may be related to the
market and/or inflation, provided that these are made known to the Other Party before the end
of the notice period;
2.3 All invoices shall be paid by the Other Party in accordance with the payment conditions
stated on the invoice. Payment must be made within 14 days of the invoice date. Payment shall
be made without any deduction or set-off on any grounds whatsoever, except when it has been
established by arbitral or judicial decision that the other party has a deductible counterclaim or
a ground for deduction. The ETRAINING COMPANY reserves the right to demand advance
payment;
2.4 If a fixed price has been agreed for the provision of services, The ETRAINING COMPANY shall
inform the other party in advance if an extension requested by the other party or an increase in
the price of the software and/or services provided is applicable; The ETRAINING COMPANY
reserves the right to charge additional fees for additions and/or extensions to the software
and/or services. The other party reserves the right to waive supplements and/or additions to
the software and/or services if the other party does not wish to pay for them;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1810
e IIt
c m
2.5 If the creditworthiness of the Other Party gives cause to do so, THE ETRAINING COMPANY
reserves the right to amend the payment conditions;
2.6 If, when making a payment, the Other Party does not expressly indicate to which debt it is
owed, THE ETRAINING COMPANY will be irrevocably entitled to set off these payments against
any outstanding invoice of THE ETRAINING COMPANY to the Other Party;
2.7 If the Other Party does not pay the amounts due within the agreed payment period, it will
be in default. From that date onwards, without further notice of default being required, the
Other Party shall owe an immediately payable default interest of 2.5% per month over the total
amount then due, whereby a part of the month shall count as a whole month. If the other party
fails to pay the claim, the claim will be passed on to a third party, in which case the other party,
in addition to the total amount owed at that time, will also be obliged to fully reimburse judicial
and extra-judicial costs, including THE ETRAINING COMPANY's legal assistance, the amount of
which is set at a minimum of 15% of the principal amount of the claim with a minimum of EUR
250 (two hundred and fifty euro);
2.8 If the other party fails to pay the amounts due within the agreed term of payment, it shall be
in default. The ETRAINING COMPANY reserves the right to temporarily suspend the software
and/or services made available until payment has been received on The ETRAINING COMPANY's
account, immediately after the payment deadline has expired and the obligation to pay has not
been met;
Article 3 - Deliveries and delivery times
3.1 The delivery of software and/or services will take place at a time to be agreed, as stated in
the Contract of THE ETRAINING COMPANY confirmed in writing by the Other Party, unless
expressly agreed otherwise in writing;
3.2 All software and/or services to be supplied by THE ETRAINING COMPANY will be delivered
with due care and skill during working days and within normal working hours (from 09.00 -
18.00 hours). THE ETRAINING COMPANY is allowed to have third parties carry out work under
its responsibility as part of the performance of its obligations under this contract; If
students/users or the other party's webmaster encounter a problem or have a question, the
problem may be reported to THE ETRAINING COMPANY, after which THE ETRAINING COMPANY
will provide a response by return, but within two working days at the latest.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1811
e IIt
c m
3.3 All (delivery) periods mentioned by THE ETRAINING COMPANY have been established to the
best of its knowledge based on the information known to it when it entered into the agreement
and will be observed as closely as possible.THE ETRAINING COMPANY will in any case not be
bound by (delivery) dates that can no longer be met due to unforeseen circumstances or
because the other party fails to fulfil its obligations. If any term threatens to be exceeded,THE
ETRAINING COMPANY and the other party will enter into consultation as soon as possible.
Exceeding of any delivery period can never lead to an entitlement to any compensation for the
other party. THE ETRAINING COMPANY is at all times entitled to deliver in parts;
3.4 If the Other Party has not accepted parts of the software and/or services of THE ETRAINING
COMPANY, THE ETRAINING COMPANY will be entitled to postpone the performance of any
subsequent work or a new phase until such time as the software and/or services or phase has
been accepted and, if invoiced separately, paid for;
3.5 If at the request of the Other Party the software and/or services to be delivered are
modified, the agreed time of delivery may be postponed. Parties will then agree a new date.
Article 4- Secrecy/Confidential information/Consent to disclosure
4.1 Each party confirms to keep confidential all information of the other party. Each party shall
take reasonable precautions to comply with this obligation to the best of its ability;
4.2 THE ETRAINING COMPANY will make every effort to take such measures as will ensure
confidentiality with regard to other party's information, of which it is clear that the other party
wishes to keep this information confidential;
4.3 The Other Party is aware and accepts that the Software, other materials and agreements
that are made available contain confidential information and trade secrets of THE ETRAINING
COMPANY or its licensors.The Other Party undertakes to keep this Software and these
materials secret, not to disclose them to third parties or to allow them to be used and to only
use them for the purpose for which they have been made available;
4.4 The content, layout, and learning method within the Connection and all Software and
executed Services may not be duplicated and/or made public in any media form whatsoever
without the written permission of THE ETRAINING COMPANY and/or the Other Party. Improper
use is not permitted. THE ETRAINING COMPANY reserves the right to change content, user data,
method of working and technical settings. It will inform the Other Party in time if applicable.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1812
e IIt
c m
The Other Party will never make any adjustments to the software, database structure or
technology;
4.5 THE ETRAINING COMPANY guarantees the integrity and ownership of the data placed on its
server by course participants if the Other Party proceeds to purchase a connection. Data will
never be used in any way other than for management purposes;
4.5 If the Other Party proceeds to purchase a service in the form of placing a learning module on
a (sub-) domain of THE ETRAINING COMPANY, the ownership of data placed on THE ETRAINING
COMPANY's server by users/students will lie with THE ETRAINING COMPANY. THE ETRAINING
COMPANY will make an agreement with the Other Party as to whether and on what conditions
this data will be made available for inspection. The Other Party may never use these data in any
way other than for management purposes;
4.6 Parties shall not disclose to third parties any confidential information relating to the
business activities of the other party obtained within the framework of the Agreement and of
which the confidential nature has been reasonably established. Information that is covered by
legal obligations is excluded from this, on the understanding that the party on which that
obligation has been imposed by law informs the other party in good time of the impending
obligation to provide information, clearly describing the subject matter, so that the party whose
information is to be provided has enough time to submit a request through the courts to
counteract this;
Article 5 - Retention of title
5.1 All Software supplied to the other party will at all times remain the property of THE
ETRAINING COMPANY. Rights of use are granted to the other party under the suspensive
condition that the other party pays the license fees agreed upon in this respect in full, including
any claims for failure to perform by the other party pursuant to the agreement concerned.
5.2 If the software and/or service provided by THE ETRAINING COMPANY under an agreement
with the other party is seized, the other party will be required to inform THE ETRAINING
COMPANY of this immediately. In the event of any attachment, suspension of payments granted
in respect of the other party or bankruptcy pronounced in respect of the other party, the other
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1813
e IIt
c m
party will be obliged to inform the bailiff levying the attachment, the administrator or the
curator immediately of THE ETRAINING COMPANY'S right of ownership.
Article 6- Intellectual property rights
6.1 THE ETRAINING COMPANY is the owner with regard to the copyright and the intellectual and
industrial property rights, entitled to the software and/or services (including standard
adaptations and new versions) and the accompanying documentation and materials, databases,
as well as with regard to reports, offers, etc. issued by it, whether or not at the request of the
other party. To this end, the other party will ensure, among other things, that the name
indications, copyright marks, symbols, trademarks, copies, etc. applied to the software and the
source code, which indicate these rights, remain stated on it;
6.2 All intellectual property rights on the Software and (sub) Domains including materials such
as analyses, designs, documentation, reports, offers as well as preparatory materials thereof,
are the exclusive property of THE ETRAINING COMPANY, unless expressly agreed otherwise in
writing.
6.3 The Other Party is not permitted to make copies of the Software or learning modules. The
Other Party undertakes to keep the software and materials secret and not to make them known
or give them in use to any third party. The Other Party will impose the aforementioned
obligations on its staff members and third parties hired by it;
6.4 THE ETRAINING COMPANY is permitted to take and maintain technical measures to protect
the software and/or services (including standard adaptations and new versions);
6.5 THE ETRAINING COMPANY will indemnify the other party against any action based on the
allegation that the software and/or services supplied by THE ETRAINING COMPANY infringe a
copyright valid in the Netherlands. THE ETRAINING COMPANY will pay the costs and damages
irrevocably established by final judgement, provided the other party informs THE ETRAINING
COMPANY immediately in writing and leaves the handling of the case exclusively to THE
ETRAINING COMPANY and provides all cooperation. If an action has been brought or if the
possibility of it exists, THE ETRAINING COMPANY may replace the software or modify it in such a
way as THE ETRAINING COMPANY deems appropriate.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1814
e IIt
c m
6.6 The Other Party is not permitted to change, remove or make unrecognizable any indication
of copyright, intellectual or industrial property rights of THE ETRAINING COMPANY.
Article 7 - Cooperation by the Other Party
7.1 Given that THE ETRAINING COMPANY needs to keep abreast of the Other Party's relevant
organization with regard to the execution of the agreement, and because of the need for the
Other Party to cooperate in the (timely) execution of an agreement, the Other Party will always
provide THE ETRAINING COMPANY with all useful and necessary data or information on time
upon first request. The Contracting Party will guarantee the correctness and completeness of
this data or information and will be responsible for it;
7.2 The Other Party is responsible for good internal management and good quality of its own
employees, insofar as necessary for a successful installation and implementation of the
software and/or services and the maintenance thereof by THE ETRAINING COMPANY;
7.3 Other party will be responsible for the use and proper application (also in connection with
each other) in its organization of the software and of the services to be provided by THE
ETRAINING COMPANY, for the introduction in its organization of the procedures necessary for
this purpose;
7.4 If it is agreed that the Other Party will make materials or data available on information
carriers, these will meet the specifications necessary for the performance of the work;
7.5 If the information required by the Other Party for the performance of the contract is not
made available to THE ETRAINING COMPANY, or is not made available on time or in accordance
with the arrangements, or the Other Party does not meet its obligations towards THE
ETRAINING COMPANY in any other way, this may lead to a suspension of THE ETRAINING
COMPANY's performance of its obligations and additional costs may be charged to the Other
Party;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1815
e IIt
c m
Article 8 - Liability
8.1 Except ford a mage caused by THE ETRAINING COMPANY'S own intent or gross negligence,
THE ETRAINING COMPANY only accepts legal obligations to pay compensation insofar as this is
apparent from this Article; a condition for any right to compensation is always that the other
party reports the damage in writing to THE ETRAINING COMPANY as soon as reasonably
possible after it has arisen.
8.2 Any liability of THE ETRAINING COMPANY for any other form of damage is excluded,
including additional compensation in any form whatsoever, compensation for indirect damage
or consequential damage or damage due to loss of profit. Furthermore, THE ETRAINING
COMPANY will in no event be liable for loss due to delay, loss due to loss of data, loss due to
exceeding delivery deadlines as a result of changed circumstances, loss due to providing
inadequate cooperation, loss due to contractual obligations that the Other Party has entered
into with third parties through which the Other Party has supplied THE ETRAINING COMPANY
with software and/or services (see also Article 8.6), damage resulting from the use of
information or materials of THE ETRAINING COMPANY used by Other Party and damage
resulting from information or advice given by THE ETRAINING COMPANY, the content of which
does not explicitly form part of a written agreement;
8.3 THE ETRAINING COMPANY is not liable for financial loss of any kind. The compensation to be
paid by THE ETRAINING COMPANY for breach of contract will in no case exceed a maximum of
the amounts invoiced by THE ETRAINING COMPANY to the other party under the contract
(excluding turnover tax) in the year in which the damage arose; but never more than €25,000 in
total (twenty-five thousand euros). No compensation for damages shall apply to previously
invoiced amounts prior to the year in which the damage arose and/or to amounts yet to be
invoiced (excl. turnover tax) for future services. If the contract is a continuing performance
contract, compensation for attributable failure will in no case amount to more than the price
(excluding turnover tax) stipulated in the contract in question for THE ETRAINING COMPANY's
performance during the three-month period preceding THE ETRAINING COMPANY's default. No
compensation shall apply to amounts not yet invoiced (excluding turnover tax).The amounts
and prices referred to in this Article will be reduced by credits stipulated by the other party and
granted by THE ETRAINING COMPANY;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1816
e IIt
c m
8.4 Liability of THE ETRAINING COMPANY for damage on account of wrongful acts on the part of
THE ETRAINING COMPANY or its employees or subordinates is excluded. If, in so far as this
cannot be invoked but there is a case of intent or gross negligence, compensation per incident -
whereby a series of connected incidents counts as one incident - shall be limited to a maximum
per incident of the user fees received by THE ETRAINING COMPANY in the previous year,
possibly increased by the price (excluding the price of the products), if applicable turnover tax)
of Services provided by THE ETRAINING COMPANY, stipulated in the agreement between the
parties in the context of which the event occurred or, failing that, the agreement in force
between the parties at the time the damage arose, but never more than C. 25,000 in total
(twenty-five thousand euros);
8.5 The Other Party indemnifies THE ETRAINING COMPANY against any loss that the Other Party
may suffer as a result of third-party claims in connection with the goods or services supplied by
THE ETRAINING COMPANY to the Other Party; this includes -claims by third parties, including
employees of the Other Party, who suffer damage which is the result of unlawful acts by THE
ETRAINING COMPANY, - claims by third parties who suffer damage which is the result of the
termination of the Contract between the Other Party and THE ETRAINING COMPANY, or which
is the result of a defect in the software and/or services supplied by THE ETRAINING COMPANY
which are used, altered or supplied by the Other Party with the addition of or in connection
with the Other Party's own products, software or services;
8.6 Any right to compensation will in any case lapse insofar as the Other Party has not taken
measures immediately after the damage arose to limit the damage or to prevent more or other
damage, or has not informed THE ETRAINING COMPANY of all relevant information as soon as
reasonably possible,
8.7 THE ETRAINING COMPANY will in any case never be liable for any breakdown in, or
unavailability of, the Services as a result of circumstances that it could not reasonably have
foreseen.These include, but are not limited to, government measures, strikes, defaults by
suppliers to THE ETRAINING COMPANY, disruptions in the connections of KPN or any other
telecommunications company, disappearance of computer files, disruptions with other
connected networks, electricity failures and other failures beyond THE ETRAINING COMPANY's
control;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1817
e IIt
c m
8.8 THE ETRAINING COMPANY is in any case never obliged to pay compensation for loss of
profits, damage as a result of failure and/or unavailability of the Internet as a result of the
maintenance of Software by or on behalf of THE ETRAINING COMPANY, damage arising from
the leaking of confidential data or damage arising from third-party claims against the Other
Party;
8.9 THE ETRAINING COMPANY will make every effort to secure the Connection or access to the
data it stores. THE ETRAINING COMPANY excludes any liability for damage that may occur in
spite of the precautions it has taken with regard to the security of the Connection. Liability of
Processor for indirect damage is excluded. Indirect damage includes consequential damage, loss
of profit, missed savings, reduced goodwill, damage due to business interruption and damage
due to claims from third parties.
Article 9- Dissolution/(Interim) termination/Suspension
9.1 Other party may terminate the Agreement with immediate effect if THE ETRAINING
COMPANY, even after proper written notice of default, seriously fails to meet the agreed
performance and the terminating party cannot reasonably be expected to continue the
Agreement;
9.2 Both THE ETRAINING COMPANY and the other party have the right to terminate an
Agreement at all times without giving reasons by a simple written statement with due regard to
the notice periods stated in this article (9.4.1/9.4.2);
9.2.1. Agreements may be terminated by the Other Party at any time by giving notice of one
month, without there being any reciprocal right to compensation. The Other Party's notice
period may be shorter if a different notice period is explicitly included in the Agreement;
9.2.2. Contracts may be terminated by THE ETRAINING COMPANY at any time by giving two (2)
months notice without either party being entitled to compensation, unless a different notice
period has been explicitly agreed in the contract;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1818
e IIt
c m
9.3 The Other Party may terminate the Agreement with immediate effect if:
• THE ETRAINING COMPANY is placed under guardianship or decides to liquidate its
business or is declared bankrupt, requests its own bankruptcy, proceeds with the
liquidation of its assets, submits a request for a suspension of payments, or has all or
part of its assets seized;
• the delivered goods or part thereof are seized and the right of use cannot or may not be
continued;
• THE ETRAINING COMPANY proceeds or decides to cease or transfer its business or a
significant part thereof, including the contribution of its business to a company to be
founded or already existing, or proceeds or decides to change the objective of its
business, or to dissolve its business;
9.4 THE ETRAINING COMPANY may terminate the Agreement with immediate effect if:
• the Other Party is placed under guardianship or decides to liquidate its business or is
declared bankrupt or is granted a suspension of payments, requests its own bankruptcy,
proceeds to liquidate its assets, submits a request for a suspension of payments, or has
its entire or part of its assets attached;
• Other Party does not fulfil or does not fully fulfil any obligations towards THE ETRAINING
COMPANY by virtue of the law or the Agreement after having received a written notice
of default;
• The Other Party fails to pay an invoice amount or a part thereof within the term set for
it;
• The Other Party proceeds or decides to cease or transfer its business or an important
part thereof, including the contribution of its business to a company to be incorporated
or already existing, or proceeds or decides to change the objective of its business, or to
dissolve its company;
In the event of termination as referred to in 9.2 and 9.3, the parties shall never be liable to pay
any compensation.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1819
e IIt
c m
9.5 The amounts invoiced by THE ETRAINING COMPANY before the dissolution in connection
with what it has already performed or delivered for the execution of the contract in accordance
with its obligations will remain due undiminished and become immediately payable at the time
of dissolution;
9.6 If the Agreement is terminated,THE ETRAINING COMPANY will provide full cooperation and
assistance to the Other Party in order to filter out all relevant information from the software
made available to them. This includes- user data and -all content components of the modules
present. If the provision of the data has to take place after the termination of the agreement,
i.e. when the customer no longer has access to the sub-domain, then the amounts specified by
THE ETRAINING COMPANY at the time of termination will apply. Both parties are not allowed to
use published content for other media expressions (and/or sub-domains) after the termination
of the contract without the consent of the other party;
9.7. If THE ETRAINING COMPANY is prevented from (further) performing the Contract as a result
of circumstances that could not reasonably have been foreseen by THE ETRAINING COMPANY,
THE ETRAINING COMPANY will be entitled, without any obligation to pay compensation, to
dissolve the Contract in whole or in part by means of a written notice to that effect sent to the
Other Party without judicial intervention, or to suspend (further) performance of the Contract,
without prejudice to THE ETRAINING COMPANY's right to receive payment from the Other Party
for any performance already carried out by THE ETRAINING COMPANY. In the event of
suspension, THE ETRAINING COMPANY will still be entitled to declare the Contract dissolved in
whole or in part.
Article 10- Force majeure
Neither party is obliged to comply with any obligation if it is prevented from doing so as a result
of a circumstance that cannot be attributed to its fault, nor can it be blamed in accordance with
the law, legal acts or social views. Delay at or failure to perform by THE ETRAINING COMPANY's
suppliers, transport difficulties and strikes and, furthermore, all events and circumstances
beyond THE ETRAINING COMPANY's reasonable control explicitly count as force majeure.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1820
e IIt
c m
Article 11-Transfer of rights
THE ETRAINING COMPANY is entitled to transfer to third parties all claims, powers, rights,
privileges, actions and obligations arising from contracts with the other party. The Other Party
hereby declares that in the event of such a transfer, third parties will be able to exercise all the
rights granted to THE ETRAINING COMPANY in this contract towards the Other Party and that
the Other Party will accept the performance of the transferred obligations by the third party or
parties. Other Party is not entitled to transfer all or part of the rights and obligations under this
contract to a third party without the prior written consent of THE ETRAINING COMPANY.
Article 12-Jurisdiction, applicable law and dispute resolution
12.1 All (disputes relating to) agreements (including the applicable general conditions) entered
into with THE ETRAINING COMPANY shall be governed by Dutch law;
12.2 The disputes referred to in paragraph 1 shall be submitted exclusively to the competent
court.
12.3 In the event of conflict between agreements, documents or appendices, the following
order of precedence shall apply:
a. Agreement
b. General terms and conditions of delivery and service;
c. Separate Processing Agreement
12.4. Before resorting to the courts, Parties are obliged to make every effort to settle the
dispute in relation to agreement(s) including the General Terms and Conditions applicable
thereto, in mutual consultation.
12.5. Logs and measurements taken by THE ETRAINING COMPANY are at all times conclusive
evidence, subject to proof to the contrary to be provided by the Other Party.
12.6. Unless the law obliges otherwise, only the competent court in the district of the place of
business of Processor will be designated to take knowledge of disputes.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1821
e IIt
c m
Article 13- Guarantees
THE ETRAINING COMPANY warrants that (any indication of) its software and/or services will be
provided with care, but THE ETRAINING COMPANY cannot guarantee that (minor) discrepancies
will not occur.
- Infrastructure maintenance always takes place between 22:00 and 6:00 and is communicated
to the client at least 48 hours in advance.
- Of the data placed on THE ETRAINING COMPANY's server by users/course participants, THE
ETRAINING COMPANY guarantees integrity and the ownership of the other party.
-THE ETRAINING COMPANY guarantees adequate professional security of the system, services
and data.
Article 14-Telecommunications
If telecommunication facilities are used in the maintenance of software, including support, or
other services provided by THE ETRAINING COMPANY, each party shall be responsible for the
correct choice and timely availability of such facilities on its part. THE ETRAINING COMPANY is
not liable for mutilation, interception or loss of data or processing results during the
transmission of data.
Article 15- Processing and protection of Personal Data
If the Other Party purchases a Connection the agreements referred to in the General Data
Protection Regulation, specifically with regard to the Processing of personal data, will be laid
down in such a way that THE ETRAINING COMPANY B.V. will at all times act as Processor and the
Counterparty as Data controller. Data controller (being the Other Party) commissions Processor
(being THE ETRAINING COMPANY B.V.) to provide the Connection, including Software, which
includes the Processing of Personal Data of Data Subjects (participants and users of the
Connection). This article lays down the conditions under which THE ETRAINING COMPANY B.V.
will process the personal data for the Other Party:
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1822
e IIt
c m
15.1 Definitions
General Data Protection Regulation; when processing personal data, the definitions as stated in
the European GDPR legislation regarding the processing of personal data apply. The terms
below have the following meanings:
1. Data subject: the person to whom the Personal Data relates;
2. Agreement(s): any existing or future agreement between the Data controller and the
Processor under which the Processor performs work for the Data controller via an
application or service offered by the Processor whereby Personal Data are obtained;
3. Personal Data: data by which a natural person can be identified;
Processing: any act or set of acts relating to Personal Data;
15.2. Duration, term and termination
The terms and conditions regarding the Processing of personal data shall come into effect on
the date of signature of the Agreement and shall apply to all Agreements between the Parties
from that time onwards.
1. The provisions and conditions in article 15. regarding the Processing of personal data will
terminate by operation of law at the time that the Agreement between the Parties is
terminated or one of the Parties is declared bankrupt.
2. In the event of termination of the Agreement, Parties will consult on the transfer of the
Personal Data to Data Controller.
15.3. Purposes of processing
1. Under the terms of the Agreement, Data Controller undertakes to process personal data
on behalf of Processor. Processing will take place exclusively within the framework of
the Connection and for purposes to be determined by agreement. The Connection,
including the Software supplied, is used for the purposes of online learning and
communication about elearning modules (online courses) that are produced on the
instructions of the Processing Responsible Party or by the Processor and offered to the
Data Subjects via the Connection on the platform used. Data Subjects who are admitted
to the Connection provided to them by the Processor can log in and make use of the
training modules accessible and available via the Software. To this end, Processor will
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1823
e IIt
c m
2. use the personal data provided by the Data Subjects to grant the Data Subjects access
and to allow them to inspect the progress and results.
3. Data controller will not process the personal data for any purpose other than as
determined by the Processor. The Processor will inform the Data controller of the
processing purposes if they are not already stated in the Annexes.
15.4. Obligations of the Data Controller
1. The Processor guarantees that the processing of personal data falls under one of the
GDP regulation. The processor will indemnify the data controller against all claims and
demands relating to non-compliance or incorrect compliance with the notification
obligation.
2. Provided that the processing of personal data has not been executed as stated in the
GDPR the Data controller shall be responsible for reporting this misconduct to the
Personal Data Authority within the specified period.
3. The Data Controller warrants the Processor that the content, the use and/or the
Personal Data are not unlawful and do not infringe any right of a third party.
15.5. Obligations of Processor
1. With regard to the processing of personal data the Processor will ensure compliance
with the applicable laws and regulations, including in any case the laws and regulations
under the GDPR
2. The Processor shall process the Personal Data on the instructions of the Data controller
and shall carry out requests and/or instructions from the Data controller concerning
adjustments to the processing of Personal Data insofar as this is possible within the
framework of the Connection and Software used and provided that the Data controller
bears the costs of adjustments to be made to the software for this purpose.
3. Processor shall ensure that appropriate technical and organisational measures are in
place to ensure that, in its capacity as Processor of Personal Data, it complies with the
requirements of the GDPR and ensures the protection of the rights of Data Subjects.
4. The Data controller gives its consent to the Processor to engage third parties for the
purposes of Processing in the context of the performance of the Agreement, and the
GDPR with regard to the Processing of personal data.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1824
e IIt
c m
5. The Processor shall take technical and organisational measures in respect of the
Processing of Personal Data to be carried out in order to prevent loss or unlawful
Processing (such as unauthorised access, impairment, alteration or disclosure of the
data). These obligations of the Processor also apply to those who process Personal Data
under the authority of the Processor, including but not limited to employees, in the
broadest sense of the word.
6. The Processor shall inform the Data controller accountant, at the latter's first request, of
the measures it has taken with regard to its obligations.
7. If there is a security incident and/or data leak as referred to in the GDPR at the Processor
- or at a third party engaged by the Processor-the Processor will always report this to
the Data controller without delay. In doing so, it will also indicate:
• What caused the security incident/data breach,
• What are the possible consequences of the security incident/data breach;
• How Processor will take (or has already taken) measures to limit these consequences.
• The period within which the breach has taken place
• The type or types of personal data involved in the breach
8. In the event that a Data Subject makes a request for inspection, or for correction,
supplementation, amendment or blocking to the Processor, the Processor will process
the request further. Processor will give at the request and expense of Data controller its
cooperation.
9. The parties shall inform each other without delay of any relevant changes in the
processing.
15.6 Transfer of personal data
Processor may process the personal data in countries within the European Union. Processor
shall not process the personal data in or transfer it to countries outside the European Union.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1825
e IIt
c m
15.7 Division of responsibility
1. The Processor is solely responsible for the processing of the personal data that is stored
within the context of the Connection and Software, and that is generated in accordance
with the instructions of Data controller under the explicit (final) responsibility of the
Data controller. he Processor is explicitly not responsible for other processing of
personal data, including but not limited to the collection of the personal data by the
Data controller for purposes not notified to the Processor.
2. The Processor guarantees that the content, use and commissioning of the processing of
the personal data as referred to in the Agreement is not unlawful and does not infringe
any third-party right.
15.8 Audits
1. The Data controller is entitled to carry out an audit once a year to verify the agreements.
2. Processor shall store the supporting data required for the audits, provided it is relevant
to the processing of Personal Data. Processor reserves the right to make a distinction
during an audit between data provision relating to the processing of Personal Data and
data provision whereby access is requested to business-sensitive data which may harm
the intellectual property of software and/or service.The latter will not be provided, or
only under conditions to be determined.
3. The persons performing the audit shall conform to the security procedures applicable at
the Processor and at any third parties engaged by the Processor in connection with the
performance of the Agreement.All costs of an audit will be borne by the Data controller
Processor may charge the costs incurred by him to Data controller; to this end, the Data
controller will receive a cost estimate in advance that Processor prepares on the basis
of desired audit objectives.
4. The Processor will agree a date with the Data controller when the audit can take place.
If the date and time of the audit is not convenient for Processor due to business and/or
organizational reasons, it will inform Processor in a timely manner and the Parties must
agree on a new date. The findings of the audit will be assessed by the Parties in mutual
consultation and, as a result, may or may not be implemented by one or both parties
jointly.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1826
e IIt
c m
15.9 Liability
Insofar as Processor can be held liable for damage suffered by the Data Controller in the sense
of the GDPR due to an attributable failure to perform its obligations regarding the Processing of
Personal Data, the total liability of Processor towards Data Controller is limited to compensation
of the direct and demonstrable damage suffered by Data Controller; in no event will this exceed
the amounts invoiced by Processor to Data Controller under the agreement (excluding turnover
tax) in the year in which the damage occurred; but never more than C. 25,000 in total (twenty-
five thousand euros). Liability of Processor for property damage (of any nature) and Indirect
damage is excluded. Indirect damage includes consequential damage, loss of profit, missed
savings, reduced goodwill, damage due to business interruption and damage as a result of
claims from third parties.
15.10 Secrecy and confidentiality
1. All personal data that the Processor receives from the Data controller and/or collects
itself in the context of this Processing Agreement is subject to an obligation of
confidentiality vis-a-vis third parties.
2. This secrecy obligation will not apply insofar as the Data Controller has given its express
consent to provide the information to third parties, if providing the information to third
parties is logically necessary, or if there is a legal obligation to provide the information to
a third party.
15.11 Personal data ownership rights
1. All industrial or intellectual property rights in relation to the Personal Data to be
processed or processed shall belong to the Controller.
Article 16-Additional delivery terms
All offers, orders, negotiations and agreements whereby THE ETRAINING COMPANY provides a
Connection, Software and/or services, are subject to the additional conditions described in this
article in addition to the general Delivery and Service Conditions:
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1827
e IIt
c m
16.1 Agreement
Unless otherwise agreed, taking into account an initial period, an Agreement is entered into for
at least one year. The Agreement is always tacitly renewed for a period of one year, unless the
Other Party cancels the Agreement in writing at the latest one month before the end of the
current contract year. After the conclusion of the Agreement, however, additional agreements
may be made. These arrangements and/or any promises made by or on behalf of THE
ETRAINING COMPANY will only be binding on THE ETRAINING COMPANY if these have been
confirmed in writing by THE ETRAINING COMPANY. Any additional agreements will be subject to
the General Conditions of Delivery.
16.2 Connection
THE ETRAINING COMPANY is entitled to temporarily block and/or restrict the Connection if the
Other Party/Customer does not fulfil an obligation towards THE ETRAINING COMPANY or does
not fulfil it properly or in full or if it acts in breach of the Contract. Blocking or limiting the
Connection will not affect the payment obligation of the Other Party/Under Party. The Other
Party/Widower accepts that it cannot claim compensation for damages as a result of the
blocking.
16.3 Access code
This paragraph will apply if Other Party receives an Access Code (so-called webmaster code)
from THE ETRAINING COMPANY. THE ETRAINING COMPANY will send the Other Party the
Access Code in a personal e-mail upon receipt of the Offer. The Other Party will indemnify THE
ETRAINING COMPANY against any third-party claims resulting from the Other Party's
attributable failure to secure this Access Code.THE ETRAINING COMPANY excludes any liability
in respect of any damage that may arise after the Access Code has been sent. In particular, THE
ETRAINING COMPANY shall not be liable for the loss, theft or misappropriation of the Access
Code. Other Party must immediately report the loss, theft or misuse by third parties of the
Access Code to THE ETRAINING COMPANY so that THE ETRAINING COMPANY can immediately
change the Access Code. Until such time as the report is made, the Other Party shall be liable for
any damage arising from the use made of the Access Code.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1828
e IIt
c m
16.4 Right of use
THE ETRAINING COMPANY grants the Other party user rights to the Services, such as the
Connection, Software and all incuding tool, these will apply for the duration of the Contract.
User rights are never transferable without the written consent of THE ETRAINING COMPANY.
The Other Party is not permitted to rent, sell, dispose of, lease, pledge, transfer as security or
hand over the services and/or software to third parties under any title whatsoever for whatever
purpose, or allow third parties to use them. The Other Party may only use the Services and
Software in accordance with the Agreement. Unless otherwise agreed in the Agreement or
regulated via Software, the Other Party is not permitted to allow third parties to make use of
the Connection and Software via sub-domains other than those designated in the Agreement.
Marketing may take place through the sale of training modules which the Other Party offers to
third parties under its own liability and responsibility via its subdomain. ETC will not bear any
legal liability and/or responsibility for any rights and/or obligations which the Other Party has
entered into or is entering into with third parties in respect of the Connection supplied by THE
ETRAINING COMPANY for the Other Party, including the software made available.
Other Party can store or have stored on THE ETRAINING COMPANY's server a maximum of the
gigabytes of information specified in the Agreement, unless expressly agreed otherwise in
writing.
The Other Party will observe the generally accepted values and standards that apply to
communication over the Internet.
The Other Party will not perform actions of which it can reasonably suspect that this hinders
other users of the Internet and/or networks connected to it.
The Other Party is not permitted to trace the software fully or partially back to the source code
('reverse engineering').
The Other Party is not permitted to use the Connection for punishable or unlawful behavior,
such as the reproduction, distribution and dissemination of material protected by copyright
without the permission of the copyright holder, or the unauthorized intrusion of other
computers on the Internet and/or networks connected to it whereby the Other Party breaks
through any security and/or gains access by means of a technical intervention using false signals
or a false key or by assuming a false capacity.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1829
e IIt
c m
THE ETRAINING COMPANY is entitled to disconnect the Other Party with immediate effect and
to dissolve the Agreement if it suspects, on the basis of the information at its disposal, that the
Other Party is using the Connection for punishable or illegal behavior via the Internet or
networks connected to it. In this case, the Other Party will not receive a refund of any prepaid
usage fee.THE ETRAINING COMPANY reserves the right to recover from the Other Party any
damage suffered in this regard. Other party accepts that it cannot claim any compensation for
damages as a result of disconnection.
16.5 Price
An Agreement is concluded on the basis of the prices applicable at the time of conclusion. Prices
are exclusive of VAT, including any levies and/or duties, excluding additional services, unless
agreed otherwise. THE ETRAINING COMPANY is entitled to change the rates. The changes will
be announced to the Other Party in the most appropriate way at the latest one month before
they take effect.
16.6 Payments
16.6.1 All payments shall be made in advance for the period stated in the Agreement, unless
otherwise agreed;
16.6.2 Invoices for delivery are payable exclusively to THE ETRAINING COMPANY B.V. unless
otherwise agreed in writing;
16.6.3 All costs incurred by THE ETRAINING COMPANY in collecting the amounts owed by the
Other Party, both judicial and extra-judicial, will be for the account of the Other Party. The
amount of the collection costs owed to THE ETRAINING COMPANY will be calculated in
accordance with the collection rate of the Netherlands Bar Association, as determined from
time to time;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1830
e IIt
c m
16.6.4 Upon or after entering into the Contract, the Other Party will be obliged at THE
ETRAINING COMPANY'S first request to furnish adequate security in connection with its
payment obligations and other obligations arising from the Contract. Pending the provision of
such security,THE ETRAINING COMPANY will be entitled to suspend its obligations. Payments
made by the Other Party to ETRAINING COMPANY will always be considered as serving to settle
the interest and/or costs owed and subsequently the outstanding invoices.
16.7 Improper use of Connection and Software
16.7.1 It is not permitted to send spam messages or post spam news items via the message
tool of the e- learning system;
16.7.2 Sending commercial a-mails that are not directly related to the e-modules present in
the e-learning environment of the Other Party is only permitted if these a-mails meet the legal
requirements. Liability and responsibility lie at all times with the Other Party;
16.7.3 It is not permitted to use the Connection that has been made available or to use or
allow the use of any audio or video material placed in an e-module that is subject to Copyright
or for the performance and/or facilitation of any unauthorized use and/or unlawful acts and/or
criminal offences.
The following actions are in any case considered as unauthorized use:
-The perpetration of an infringement of intellectual property rights of third parties;
-The unlawful and/or criminal distribution of secret or confidential information;
-The unlawful posting or criminal distribution of content, images and/or sound material that is
contrary to public decency (this includes: racist and/or discriminatory statements, profanity,
hate texts, pornography, criminal data traffic and/or offensive statements).
computer violation ("hacking")via the system and/or by using the available tools;
- Modifications in the software providing access to (parts of) the e-learning network of which
it is clear that this access is not open to the Other Party or the users of the
subdomain.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1831
e IIt
c m
Appendix 1 Personal data register
1.1 Personal data being processed
The following personal data are processed on the basis of this Agreement(s):
- Name and address details;
- Date of birth;
- Gender;
- User names;
- Company
-Telephone number;
- E-mail address;
- Details of training courses carried out;
- Data on results per training course;
- Details of certificates obtained;
- Log data;
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1832
e IIt
c m
1.2 Purposes of Processing Personal Data
To this end, Processor will use the personal data made available by Data Subjects in order to
grant Data Subjects access and to allow them to inspect progress and results. On the basis of
this information, Processor can
• ensuring that training modules provide useful and usable content.
• ensure that the number of training sessions is properly adjusted to the information
needs.
• improve the quality of training modules and develop new useful applications.
• Deliver personalized content and promotions.
• Optimize security (protect against fraud and abuse).
• Perform analyses and measurements to better understand how services are used.
• Combining data.
• Sending information and/or offers by e-mail geared to personalized use
• Business purposes such as providing usage statistics to companies/organizations that
offer a specific training course (they will only see the following personal data: name of
participant, company, place of residence and score).
Personal data is also processed for the following purposes: administration, customer service,
relationship management, quality assurance, business management and execution, risk
assessment, security, fraud and crime prevention or detection, auditing, research and analysis,
marketing, product and service development, dispute resolution, credit control and debt
collection.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1833
e IIt
c m
Appendix 2 Technical and organizational security measures
THE ETRAINING COMPANY'S security policy, in accordance with the 'Security of Personal Data'
guidelines issued by the Authority for the Protection of Personal Data, pays attention to:
- Assignment of responsibilities for information security;
THE ETRAINING COMPANY shall conclude an confidentiality agreements with all employees and
third parties who have access to personal data of this Connection on behalf of THE ETRAINING
COMPANY
- Physical security, equipment security, access security;
• THE ETRAINING COMPANY's system is based on a closed source framework. Because of
this, the source code is not public and the chance of a security breach is smaller than
with open source systems.
• THE ETRAINING COMPANY maintains a strict password policy for all its employees.
Passwords can be enabled or disabled centrally, which also happens if someone is no
longer employed by us or no longer working on the project.
• The backend of the system is secured on the basis of MD5 encryption and SSL
• Security awareness; based on the DRP and the guidelines issued by the Authority for
the Protection of Personal Data, THE ETRAINING COMPANY has drawn up basic
Principles for Security Aspects on which organizational, technical and administrative
processes are based. These protocols are updated on the basis of new guidelines and
developments. The 'Basic principles of security' can be requested separately from THE
ETRAINING COMPANY.
The eTraining Company bv,Rokkeveenseweg 24,2712 XZ Zoeter eer-NL
Tel.+31(0)6-51271339,E-mail: dl@etrainingco pany.nl
Internet:www.etrainingco pany.nl—www.etraveltraining.nl,Rabobank NL59RABOO133047065
Our conditions as published under file 27310784 at the chamber of commerce Haaglanden in Den Haag Netherlands apply to all our agreements and contracts.
1834
Addendum
Monroe County
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County")and The ETRAINING
COMPANY B.V.,established and located in Zoetermeer,Netherlands(herein after"THE
ETRAINING COMPANY")agree as set forth below,
The County and ETRAINING COMPANY hereby enter into this Addendum to the "General deliver
& Service conditions" as set forth below and agree and incorporate the Monroe County Terms and
Conditions follows:
This Addendum,along with the General deliver& Service conditions"as amended are considered the
Agreement between the parties. Due to United States (U.S.)and Florida law,the provisions as set
forth herein will control and be applied in accordance with U.S. and Floria law,
Payment will be made in accordance with the Local Government prompt Payment Act,218,70,
Florida Statutes. Payments due and unpaid under the Contract shall bear interest pursuant to the Local
Government Prompt Payment Act. ETRAINING COMPANY shall submit to the County invoices
with supporting documentation that are acceptable to the Monroe County Clerk of Court and
Comptroller(Clerk). Acceptability to the Clerk is based on generally accepted accounting principles
and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Payment will be
made by check, unless otherwise agreed to the Clerk.
The County is a political subdivision of the State of Florida and is exempt from taxation, The County
can provide its Certification of Exemption Upon request.
The County's performance and obligation to pay under this Order Form and any agreement is
contingent upon an annual appropriation by the Monroe County Board of County Commissioners.
County's indemnification is limited and subject to the sovereign immunity provisions of See. 768.28,
Florida Statutes. Paragraph 6. Indemnification in the Terms and Conditions are limited and subject to
the sovereign immunity protections of Sec. 768.28. Nothing contained in any agreement shall be
deemed a waiver of immunity, nor shall any contract entered into by the County be required to
contain any provision for waiver.
Maintenance of Records: ETRAINING COMPANY shall maintain all books,records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their authorized
representatives, shall have reasonable and timely access to such records of cacti other party to this
Agreement for public records purposes during the term of the Agreement and for five years following
the termination of this Agreement. If an auditor employed by the County or the determines that
monies paid to ETRAINING COMPANY pursuant to this Agreement were spent for purposes not
authorized by this Agreement, ETRAINING COMPANY shall repay the monies together with
1835
interest calculated pursuant to See. 55,03; FS, running from the date the monies were paid to
Contractor.
Governing La►w, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made and to
be performed entirely in the State. in the event that any cause of action or administrative proceeding
is instituted for the enforcement or interpretation of this Agreement,the County and Contractor agree
that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County,Florida.This Agreement shall not be Subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an
award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it
is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action on
the part of any party, effective the date of the court order. The Parties agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title V11 of the Civil Rights Act of 1964 (PL 88-352,) which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex-, 3) Section 504 of the Rehabilitation Act of 1973, as amended (20
USC s. 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination
Act of 1975, as arnended (42 USC ss, 6101-6107) which prohibits discrimination on the basis of age;
5) The Drug Abuse Office and Treatment Act of 1972 (PI, 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patient records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC s. 3601
et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s, 12101 Note), as maybe amended from time to
time, relating to nondiscrimination on the basis of`disability; 10) Monroe County Code Chapter 14,
Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of,this Agreement.
Public Records Compliance. ETRAINING COMPANY must comply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and
inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119,Florida Statutes, and made or
received by the County and Contractor in conjunction with this contract and related to contract
2
1836
performance. The County shall have the right to unilaterally cancel this contract upon violation of
this provision by ETRAINING COMPANY. Failure of ETRAINING COMPANY to abide by the
terms of this provision shall be deemed a material breach of this contract and the County may enforce
the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be
entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract. ETRAINING COMPANY is
encouraged to consult with its advisors about Florida Public Records Law in order to comply with
this provision. In accordance with See. I 19.0715,trade secret information as defined in Sec. 688.002,
Florida Statutes, is confidential and exempt as a public record under Sec. 1 19.07(l), Florida States
and s. 24(a), Ail I of the State Constitution.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the County and the Contractor in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
nor shall any contract entered into by the County be required to contain any provision for waiver.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of
them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or prograrn contemplated hereunder, and the County and the Contractor agree
that neither the County nor the Contractor or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group, of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement,
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer., agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement,
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verity system to verify
the work authorization status,of all new employees hired by the ETRAINING COMPANY during the
term of the Conti-act and shall expressly require any subcontractors performing work or providing
services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-
Verify system to verify the work authorization status of all new employees hired by the subcontractor
during the Contract term. Any Subcontractor shall provide an affidavit stating that the subcontractor
does not employ, contract with, or subconstruct with an unauthorized alien. ETRAINING
COMPANY shall comply with and be subject to the provisions of F.S. 448.095
COUNTY FORMS. By signing this Agreement, ETRAINING COMPANY has sworn or affirmed
to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement,
3
1837
Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as
set forth in more detail in this Agreement,
Public Entity Crime Statement
The ETRAINING COMPANY certifies and agrees that ETRAINING COMPANY nor any Affiliate
has been placed on the convicted vendor list within the last 36 months.
In accordance with Section 287.134,Florida Statutes,an entity or affiliate who has been placed on
the Discriminatory Vendor List, kept by the Florida Department of Management Services,may not
submit a bid on a contract to provide goods or services to a public entity;may not submit a bid on a
contract with a public entity for the construction or repair of a public building or public work; may
not submit bids on leases of real property to a public entity; may not be awarded or perform work as a
contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not
transact business with any public entity.
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on contracts to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a contractor, supplier, subcontractor, ETRAINING COMPANY
or subcontractor under a contract with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list.
By signing this Agreement, ETRAINING COMPANY represents that the execution of this
Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes).
Violation of this section shall result in termination of this Agreement and recovery of all monies paid
hereto, and may result in debarment from COUNTY's competitive procurement activities.
In addition to the foregoing, ETRAINING COMPANY further represents that there has been no
determination, based on an audit,that it or any subcontractor has committed an act defined by Section
287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with
committing an act defined as a "Public entity crime" regardless of the amount of money involved or
whether ETRAINING COMPANY has been placed on the convicted vendor list.
ETRAINING COMPANY will promptly notify the COUNTY if it or any subcontractor is
formally charged with an act defined as a "public entity crime" or has been placed on the
convicted vendor list.
Ethics Clause
By signing this Agreement, ETRAINING COMPANY warrants that lie/it has not employed, retained
or otherwise had act on his/her behalf any former County officer or employee: in violation or Section
2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 0 10-1990. For breach or violation of this provision the County may, in its discretion,
terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement
or purchase price, or otherwise recover, the full amount of any -fee, commission, percentage, gift, or
consideration paid to the former County officer or employee,
4
Lo
1838
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
ETRAfNFNG COMPANY agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting
or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to
Section 215,4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida
Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or
renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business
operations in Cuba or Syria.
As the person authorized to sign on behalf of ETRAINING COMPANY, I hereby certify that the
company identified above as "ETRAINING COMPANY" is not listed on the Scrutinized Companies
that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not
listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies
with Activities in the Iran Terrorism List,or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287,135, Florida Statutes, the submission of a false certification
may subject company to civil penalties, attorney's fees, and/or costs, .1 further understand that any
contract with the County may be terminated, at the: option of the County, if the company is found to
have submitted a false certification or has been placed on the Scrutinized Companies that Boycott
Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged
in business operations in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
h tt L)://Nvxy\v,dm s.n i v Io ri da.co ill/h I Is ill e"s operat i on S/st ate purchoshig/vcndor hil'Orniation/convicic
4-Agspended discrimillatory Complaints NiQlldor lists
Non-Collusion Affidavit
ETRAINING COMPANY by signing this Agreement, according to law on my oath, and under
penalty of perjury, depose and say that tile person signing on behalf of the firm of ETRAINING
COMPANY, the bidder making the Proposal for the project described in the Scope of Work and that
.1 executed the said proposal with full authority to do so; the prices in this bid have been arrived at
independently without collusion, consultation, communication or agreement for the purpose of
restricting competition, as to any matter relating to such prices with any other bidder or with any
competitor; unless otherwise required by law, the prices which have been quoted in this bid have not
been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to,
bid opening, directly or,'ndirectly, to any other bidder or to any competitor; and no attempt has been
made or will be ni , the bidder to induce any other person, partnership or corporation to submit,
or not to submi , a for the purpose of restricting competition; the statements contained in this
affidavit are tr e and r rect, and made with full knowledge that Monroe County relies upon the truth
of the statern its co tanned in this affidavit in awarding contracts for said project.
ETRAININ COM ANY.
el
Signature
5
, 1839
S-d-tA
Name(printed)
Title
Date
6
1840