Terms of Service

Purpose

You would like to use the Monde Services (as defined below) based on the Monde Platform (as defined below) to publish and offer your products and for Importers to discover, negotiate and buy such products and brands. Monde is willing to grant you limited use of the Monde Services and Platform under the terms and conditions set forth in this Agreement.

These Platform Terms and Conditions (this “Agreement”) are entered into, between Monde (herein after also referred to as "Monde") and You. (herein after also referred to as the "User"). The Monde and User have agreed to enter into this Agreement and for the terms and conditions contained herein to govern User’s use of the Platform (defined below).

General

Monde is a company that has developed a computer platform to operate as a place where Users can offer their products and where other Users can purchase such goods or services, including all operations directly related to such transactions.

This Agreement includes all the terms and conditions applicable to the participation of a natural or legal person for the use of the Platform (hereinafter the "Platform").

Whenever this document makes reference to the "User", it will be understood as any natural or juridical person or representative in any form thereof, who uses the services and/or information contained in the Platform.

The Platform is located at the address www.monde.biz, hereinafter the “Site”. Both the marketed products as the services published by third parties and pages that can be accessed through the same, are conditioned to the comprehensive acceptance of the terms and conditions set forth below. Access to the Site, directly or indirectly, its use and/or the download of information contained herein assume that the User accepts these terms and conditions in all its parts. Who does not agree to these terms and conditions, shall refrain from accessing this site, either directly or indirectly, and to use any information or services provided by it.

This Platform currently operates as a parent company. However, Monde can sell or operate the Platform from a website operated by or on behalf of a subsidiary of Monde or from another website.

The Monde services means the operational services that Monde may provide or make available through the Monde Platform or outside of it for use with You and your brands and products.

It has been fully informed of the type, scope, place and reasons why Monde collects, processes and uses personal data required for registration and the registration of their products. Monde may contact the User electronically or by any other means regarding his references and sales.

1. Registration and eligibility on the Platform

To join the Platform, you must submit an application for membership directly on the site or through the representative of Monde (hereinafter "Ambassador") who contacted you. Monde will conduct a review or your application and will let you know if you have been accepted or not, without the need to expose the reasons and, in particular, if you do not meet all the qualification criteria described in the Instructions and rules applicable to the Platform. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Terms and Conditions and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to Monde or its affiliates is at all times accurate and complete.

Users shall have Internet access and an active e-mail account. You should communicate your possible changes of address in a timely manner, and never less than three days before the entry into force of such change.

Monde may use, free of charge, the name of the User to name him as a client.

2. Product Selection

Once the application for membership to the Platform has been accepted, the seller User shall load the information of the goods or services he wishes to include in the Platform. We reserve the right to reject an application with or without cause, for example when it does not meet all the criteria established in the Instructions and rules applicable to the Platform.

3. Orders

The products informed through the site are sold and purchased directly by the Users. The responsibility for compliance with the obligations of the sale lies exclusively with the respective Users.

Monde has no responsibility for the quality, quantity, conditions or change of products that are traded through the Platform.

4. Delivery

The responsibility and delivery conditions of products or services will be agreed between the seller and the buyer, without any responsibility for Monde.

5. Acceptance and risk of loss

The acceptance and risk of loss will not be assumed in any case by Monde, because the Platform acts as intermediary between buyer and seller.

6. Availability status

The availability of the products depends entirely on the information provided by the seller User.

7. Obligations on the veracity of the information

All information provided by the User to Monde shall be truthful and verifiable. For these purposes, the User guarantees the authenticity of all data provided, and a proper updating of these whenever appropriate, and he is responsible for all damages arising from any inaccuracies, whether suffered by the User himself, Monde or third parties.

8. Prices

Price of products offered

The seller User shall determine at its discretion the price at which he sells the products. In any case, the products may not be sold at a price higher than the one published and the price indicated in the Platform should be maintained.

Platform Price

For the use of the Platform, Monde will charge the seller User an annual membership subscription unless a promotion has been negotiated or User part of the free plan. The Membership allows for a continuous year of services in the platform. The plans may vary without need of notification. This charge is subject to the application of the corresponding value added tax or any other applicable tax.

It is expressly stipulated that the prices are net to Monde, so the latter will not be liable for any withholding tax or surcharge that may affect payments to which it is entitled under this agreement.

All payments to be made under this agreement shall be carried out through electronic transfers, using either local or international banks, with the existing authorization systems, when these transfers are made.

Notwithstanding the above, the seller User agrees to pay all charges attributable to the use of the services provided by Monde at the price established at the delivery date, which are net to Monde, not including any tax.

All service charges shall be paid within the first 10 days of each month, according to current market prices at such date.

The non-payment of services after 10 days past the date established entitles Monde to remove the contents of the seller User from its servers. Additionally, the seller User shall be responsible for the charges applicable to the reinstatement of the contents on the server, default interest on those payments and notary fees and collection charges.

9. Invoices

Invoice between users.

The corresponding invoice will be issued by the respective vendor with the data reported in "his account" to the respective buyer, without any responsibility of Monde to comply with these tax obligations.

Invoice for the use of the Platform.

The corresponding invoice will be issued within the first five days of the following month, for the fixed amount

All information provided by the User to Monde shall be truthful and verifiable. For these purposes, the User guarantees the authenticity of all data provided, and a proper updating of these whenever appropriate, and he is responsible for all damages arising from any inaccuracies, whether suffered by the User himself, Monde or third parties.

10.Taxes

In relation to the transaction that occurs between the seller and the buyer, i.e. users of the Platform, Monde shall bear no responsibility.

11. Deleting a Company from the Platform

If Monde estimates that the User does not comply with the provisions of this agreement, or breaches an obligation to its counterparts, or fails t comply with laws and regulations, we reserve the right to remove the User from our records and disable his accounts.

12. Links

The Site or Platform may contain hyperlinks to other websites that are not controlled, edited, or have any relationship with Monde, therefore the latter shall not be liable for the content or accuracy of the information contained therein. The purpose of the links is merely informative, and is limited only to inform the User regarding other sources of information related to matters of the site. Monde in no case shall be responsible for the information that directly or indirectly can be derived from the sites that are accessed via hyperlinks contained in the Site. Monde bears no liability for websites with links to the Site. The establishment of these links does not imply in any way the existence of any relationship between Monde and the owner of the website where the link is established.

13. Confidentiality

During the application process to the Platform, you may receive information related to Monde or the Platform that is not of public domain (hereinafter, Confidential Information). Confidential information includes, in particular, some information concerning conditions and sales made in accordance with the terms of the Platform. All Confidential Information shall remain the exclusive property of Monde. Users agree to use the Confidential Information only when it is reasonably necessary to participate in the Platform, and not to disclose the Confidential Information to third parties, whether natural or legal persons.

Users may not publish press releases or make public announcements regarding the Platform, or use our name, our brands or our logos in any way (not even in promotional material) without our prior written consent, or make false statements or present erroneously the relationship between us.

Conversely, Monde commits to keep private any received information that is not of public domain. Confidential information includes in particular, information concerning conditions and sales made in accordance with the terms of the Platform, personal information from the users and corporate information from the company such as bank accounts, agreements or certificates. Information about personal or company configuration can only be seen by the negotiating party in case of approved transactions between parties.

14. Prohibitions

In addition to the prohibitions expressly contain in other sections of this agreement, the Users are prohibited from using the Site to upload, make announcements or otherwise transmit or distribute any item, including without limitation computer viruses, Trojan horses, worms, automatic shutdown mechanisms or any other system, Platform or disruptive file; interfere with the security of this site; violate commercial patents, trademarks, commercial and industrial secrets, rights of publicity or any other proprietary rights of any natural or legal person, communities, etc.; prevent or disrupt the use of the site by third parties; using automated Platforms, mechanisms, or manual process to monitor, copy, summarize, or extract information in any other form from this site; use accounts and passwords of other Users, or any other information without the prior written consent of the owner; create accounts or use the site providing false data; transmitting from this site Spam, chain letters, junk mail or any other type of unsolicited mass mails; upload, distribute or disseminate from the site material or information of threatening nature, harassing, defamatory, obscene, fraudulent, deceptive, or that may be otherwise prejudicial against the law, morals, public order or violates the rights of any other party or contain requests for fundraising, among others.

15. System failures

Monde is not responsible for any damage, harm or loss to the User caused by failures in the software, on the server or on the Internet. Monde shall not be liable for any viruses that may infect the user's equipment as a result of the access, use or examination of the Site or following any transfer of data, files, images, text, or audio contained therein. Users shall not impute any responsibility or demand payment for lost profits, as a result of the damages caused by technical difficulties or failures in the software, systems or the Internet. Monde does not guarantee uninterrupted and continued access and use of the Site. The system may eventually not be available due to technical difficulties or Internet failures, or any other circumstance beyond Monde responsibility; in such cases it will seek to restore the Site as quickly as possible and shall bear no responsibility for such situation. Monde shall not be liable for any errors or omissions included in the Site.

16. Responsibility

Monde is not responsible for the possible loss or damage that may occur to files that are sent in relation the rendering of the services, either because of technical problems, own problems or of its dependents; therefore it will be the responsibility of the User to back up the information sent regarding the rendering of the services.

The user shall ensure that all material, data and content included in the Platform will be server-ready. Monde is not responsible nor shall it make any improvement or change in order to make any content operative, either for its implementation, use or display. Monde has the right to reject at any time any content upon notice to the User, explaining the reasons and requirements of Monde prior to its publication. The use of the services demands a certain level of knowledge in the use of Internet languages, protocols and software. The User shall have the necessary knowledge to create and maintain a website. Monde is not responsible for delivering this knowledge nor any support to users other than the contracted services.

Monde has expert designers and programmers and it also teaches training courses in all necessary matters to maintain websites. These services shall be quoted and contracted independently by the User.

17. Modification

Monde reserves the right to change and/or modify any of the terms and conditions contained in this Agreement at its sole discretion, and at the same time decide whether or not the changes apply to current customers. The continued use of the services of Monde constitutes an acceptance by the User regarding the new conditions. If the User does not agree with the terms of the agreement, he shall immediately contact the platform administrator in order to be eliminated from the system, for which he shall have a period of 30 days.

18. Agreement term

The conditions of this Agreement will take effect when the User receives his notice of admission to the Platform. Monde may terminate this Agreement at any time by written notice with an anticipation of thirty days. Even after the entry into force of such termination, the User is obliged to confirm and meet all orders that were made prior to the date of entry into force of the termination.

On the other hand, the User may terminate the agreement, giving notice to Monde with at least 30 days prior to the date he wishes to terminate. In any case, the termination of the agreement will always be made effective on the last day of the corresponding month.

In the case of early termination of the agreement, Monde shall not be liable for any compensation, reimbursement or damages for loss of future sales, anticipated sales, goodwill, investments, rentals, leasing or any business activity related to the business of the User. The termination of the agreement does not release the user of its obligations to third parties during the time that the service was current.

19. Indemnity

The User agrees to indemnify and hold Monde harmless in case of a claim of a third party, violation of a patent, copyright, trademark or other intellectual property rights, due to the illegal character of the references, or breach of his obligation to inform us and to respect the prices established by law, or any other breach, representations or warranties under this agreement.

Meanwhile, Monde shall defend the User against any claims related to the ownership or authorization of use of the software that operates the Platform or that it violates a property right of any third party provided that Monde is notified in writing immediately by the User regarding any claim or legal action with respect to such alleged infringement and Monde has sole control of the defense of any such legal action and all negotiations for its settlement or agreement.

20. Use of the Platform

The use of the Platform is restricted to the authorized Users, with the previous subscription to the service thereof. In order to access certain services it is required the User registration in the databases of the Platform. It is the obligation of the User to protect his data and passwords, since they are for the exclusive use of the holder thereof, thus responding to violations of the obligations of confidentiality and privacy of the information contained on the site.

Monde may investigate any violation reported regarding this agreement, its annexes or usage policies. It may take any action it deems appropriate and reasonable under the circumstances to protect its systems, equipment, customers and third parties. Monde shall not review or investigate the contents of any electronic mail (e-mail) or any electronic communication, except if requested and permitted by any law in a legal process.

Monde reserves the right and has absolute freedom to restrict or remove from its servers any content that violates this Agreement, its Annexes, policies or guidelines, or any content that is objectionable or potentially infringes any third parties or violates any law. In the event that Monde becomes aware of any possible violation of this Agreement, its Annexes, policies and guidelines, third parties or laws, it may take corrective action immediately as for example: collect guarantees, suspend or terminate the service, restrict or prohibit some or all uses of content maintained on the servers of Monde, and it may disable or remove any hyperlinks to web sites of third parties, disable or remove content uploaded by Users that were published through the services of Monde or disable any other content that in the opinion of Monde violates any law or third party rights or that may expose Monde to civil damages or criminal or defamation of persons or institutions.

The User acknowledges and agrees that Monde exercises no control, nor accepts any liability for the contents of information that pass through the service computers of Monde, its networks, hubs, routers and other points where it has presence on the Internet. For this reason, all services are provided without any guarantee against malfunctions, including without limitation, any failure due to computer hardware or communications systems.

The rights of action mentioned above do not force Monde to monitor or exert editorial control or censorship on the content or information published through the services. In the event that Monde takes corrective action as a result of a possible violation, it is not obligated to refund any amounts paid in advance for damages in the delivery of the services.

21. Intellectual and Industrial Property

Copyright law protects the content, organization, graphics, design, compilation and other aspects of the Site. The publication or transmission of information or documents on the Site does not constitute a waiver of any right related to such documents or information. Monde expressly reserves the exercise of all civil and criminal actions to safeguard their legitimate rights of intellectual and industrial property.

Monde also maintains and controls the ownership of all Internet Protocol numbers (IP) that have been assigned to the user. Monde reserves at its sole discretion the right to change or remove any of these IP numbers and addresses.

22. List of good:

Publication of goods.

The seller User shall offer for sale, the goods and/or services in the appropriate categories and subcategories. The publications may include descriptive text, graphics, photographs and other relevant content and conditions for the sale of goods or the service, provided they do not violate any provision of this Agreement or other Monde policies. The product offered by the User shall be accurately described in terms of their conditions and relevant characteristics. It is understood and assumed that by including the good or service in the Platform, the User agrees that has the intention and the right to sell the good for him offered, or is empowered by its owner and is available for immediate delivery.

Inclusion of images and photographs.

You can include images and photographs of the product always provided that they correspond with the item, except in the case of goods or products or services that by their nature do not allow that correspondence.

Monde may prevent publication of the photograph, and even the product, if interpreted, in its sole discretion, that the image does not comply with this agreement.

Prohibited items.

In the lists of goods and/or services offered may only be included, those whose sale will not be tacitly or expressly prohibited in this agreement and other Monde policies or current legislation.

Scope of services of Monde

This agreement does not create any partnership, mandate, franchise, or employment relationship between Monde and the User. You acknowledge and agree that Monde is not a party to any transaction, nor has it any control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of Users to sell or buy items. Monde cannot ensure that a user can complete a transaction or verify identity or personal data entered by the Users. Monde does not guarantee the accuracy of third party advertisements that appear on the site and is not responsible for correspondence or contracts that the User executes with such third parties or other Users.

23. Rating system

The Platform has a user’s rating system that is updated periodically based on data related to their activity on the site and the comments entered by users according to the operations they have made. Both the Users who buy and those who sell may enter a qualification regarding the execution or not of the operations informing regarding the realization or not of the operation; it is also possible to include a comment if they wish. This rating system shall also include a space where users can make comments and replies to the qualifications received and access these. These comments will be included under the sole responsibility of the Users that issues them.

24. Representations, Statements and Warranties

The User represents, states and warrants to Monde as of the date of this Agreement that:

it meets all applicable corporate or other requirements and it has or has had obtained all the powers, authorizations, licenses, permits, consents and approvals to enter into and comply fully with this agreement, which are in force; the compliance with the obligations of this agreement are not in conflict with and do not constitute an offense or a breach of the statutes of the User, any applicable law or regulation, or any other instrument or contract that the User has to respect; there is no process or legal or arbitration proceedings or any other proceedings by or before any governmental or regulatory authority against the User, which can reasonably be expected to have (whether considered individually or collectively) a substantial or significant adverse effect in the financial condition, the business or assets of the User or its ability to meet the obligations of this agreement; It is in compliance and shall comply with all laws, regulations, decrees and orders, current or future, issued by any government entity that are significant for the normal continuation of its business and the compliance of this agreement

Any accounting or financial information that the user submits to Monde will be prepared according to the applicable generally accepted accounting principles and shall faithfully represent the economic, financial and accounting position of the User as of the delivery date of such information.

25. Data Protection

Monde reserves the right to change and/or modify any of the terms and conditions contained in this Agreement at its sole discretion, and at the same time decide whether or not the changes apply to current customers. The continued use of the services of Monde constitutes an acceptance by the User regarding the new conditions. If the User does not agree with the terms of the agreement, he shall immediately contact the platform administrator in order to be eliminated from the system, for which he shall have a period of 30 days.

25. Data Protection

25.1 The Customer owns the rights to its data as data controller, and the Company acts as data processor on the Customer's behalf. All processing by the Company of the personal data and other data provided by the Customer shall be in accordance with the applicable laws. The Company’s processing of personal data on behalf of the Customer shall therefore only be done in order to provide the Product and shall be subject to the Customer’s written instructions.

25.2 As the Company is data processor and the Customer is data controller, the parties obligations regarding the processing of personal data are regulated in the data processor agreement attached as appendix A below. By accepting these Terms, the Customer also accepts the data processor agreement.

25.3 The Customer is obligated to keep user logins and passwords to the Product secret from any unauthorized users or third parties.

25.4 The Customer is obligated to ensure that the personal data provided by the Customer and used in the Product is processed by the Customer in accordance with all applicable laws. The Customer is obligated to ensure that the Customer’s data provided in the Product, including personal data, do not violate any third party intellectual property rights and/or any applicable legislation. The Company is entitled to delete any data that in the sole discretion of the Company constitutes a breach of the aforesaid undertaking by the Customer, and the Customer will not be entitled to any compensation in that respect.

26. Miscellaneous

Notifications. All notifications, notices and communications under this agreement may be performed in writing or electronically, considered duly received when they have been delivered personally or on the second business day after having mailed these to the addresses and contact persons. The parties may change the address, contact person or other elements of notifications by notifying the other party as established above.

Titles and References. The titles included in this Framework agreement are included for the convenience of the parties and shall not affect the interpretation of the terms agreed.

Entire Agreement; Modifications. This agreement is a unique and comprehensive agreement regarding the use of the Platform and supersedes any prior written or oral agreement.

No unspoken Waivers. The failure or delay by Monde when requesting the User to comply strictly with his obligations does not constitute and should not be construed as a waiver of its rights and shall not be interpreted as a waiver of any breach thereof.

Disability. If any provision of this agreement is declared void, invalid or unenforceable, that provision shall be the only one affected by such invalidity or disability and it shall not affect the validity of the agreement or any other provision contained therein.

27. Governing law and jurisdictions

This agreement shall be governed, construed, and enforced in accordance with the laws of Singpore, without regard to its conflict of laws rules.. Any dispute arising under this agreement, its existence, validity, interpretation, scope or compliance will be subject to applicable laws and the competent courts of the Singapore, and all procedures will be conducted in English.

28. Domicile

For all legal purposes arising from this agreement, the parties set their domiciles in Singapore

APPENDIX A - Data Processor Agreement
1. Introduction

1.1 This agreement re processing of personal data (the ”Data Processor Agreement”) regulates Monde, (the ”Data Processor”) processing of personal data on behalf of the customer (the ”Data Controller”) and is attached as appendix A to the Monde Services agreement (the ”Main Agreement”), in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller (the ”Main Services”).

2. Legislation

2.1 The Data Processor Agreement shall ensure that the Data Processor complies with the applicable data protection and privacy legislation (the ”Applicable Law”), including in particular:

(i) The European Parliament and the Council’s Directive 95/46/EF of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as implemented in Danish law with, among others, the Act on Processing of Personal Data (Act No. 429 of 31 May 2000).

(ii) The European Parliament and the Council’s Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data that entered into force on 24 May 2016 and will be applicable on 25 May 2019 (“GDPR”). Irrespective of the general use and reference to GDPR in this Data Processor Agreement, the parties are not obliged to comply with GDPR before 25 May 2019.

3. Processing of personal data

3.1 In connection with the Data Processor’s delivery of the Main Services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s personal data on behalf of the Data Controller.

3.2 ”Personal data” include “any information relating to an identified or identifiable natural person” as defined in GDPR, article 4 (1) (1) (the ”Personal Data”). The categories and types of Personal Data processed by the Data Processor on behalf of the Data Controller are listed in sub-appendix A. The Data Processor only performs processing activities that are necessary and relevant to Data Processor Agreement – Monde, January 2019, the Main Services. The parties shall update sub-appendix A whenever changes occur that necessitates an update.

3.3 The Data Processor shall have and maintain a register of processing activities in accordance with GDPR, article 32 (2).

3.4 The Data Processor processes personal data about the Data Controller and the Data Controller’s employees in connection with the Data Processor’s sale, marketing and product development. These personal data are not comprised by this Data Processor Agreement, because the Data Processor is data controller for said personal data, and reference is made to the Data Processor’s data protection and privacy policy available at the Data Processor’s website.

4. Instruction

4.1 The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller (the ”Instruction”). The Instruction at the time of entering into this Data Processor Agreement is that the Data Processor may only process the Personal Data with the purpose of delivering the Main Services as described in the Main Agreement.

4.2 The Data Controller guarantees that the Personal Data transferred to the Data Processor is processed by the Data Controller in accordance with the Applicable Law, including the legislative requirements re lawfulness of processing.

4.3 The Data Processor shall give notice without undue delay if the Data Processor considers the at the time being Instruction to be in conflict with the Applicable Law.

5. The Data Processor's Obligations

5.1 Confidentiality

5.1.1 The Data Processor shall treat all the Personal Data as strictly confidential information. The Personal Data may not be copied, transferred or otherwise processed in conflict with the Instruction, unless the Data Controller in writing has agreed hereto.

5.1.2 The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all the Personal Data under this Data Processor Agreement with strict confidentiality.

5.2 Security

5.2.1 The Data Processor shall implement the appropriate technical and organizational measures as set out in this Agreement and in the Applicable Law, including in accordance with GDPR, article 32. Data Processor Agreement – Monde, January 2019

5.3 The Data Processor shall ensure that access to the Personal Data is restricted to only the employees to whom it is necessary and relevant to process the Personal Data in order for the Data Processor to perform its obligations under the Main Agreement and this Data Processor Agreement.

5.4 The Data Processor shall also ensure that the Data Processor’s employees working processing the Personal Data only processes the Personal Data in accordance with the Instruction.

5.4.1 The Data Processor shall provide documentation for the Data Processor’s security measures if requested by the Data Controller in writing.

5.5 Data protection impact assessments and prior consultation

5.5.1 If the Data Processor’s assistance is necessary and relevant, the Data Processor shall assist the Data Controller in preparing data protection impact assessments in accordance with GDPR, article 35, along with any prior consultation in accordance with GDPR, article 36.

5.6 Rights of the data subjects

5.6.1 If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.

5.6.2 If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.

5.7 Personal Data Breaches

5.7.1 The Data Processor shall give immediate notice to the Data Controller if a breach of the data security occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, personal data transmitted, stored or otherwise processed re the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”).

5.7.2 The Data Processor shall have and maintain a register of all Personal Data Breaches. The register shall at a minimum include the following: (i) A description of the nature of the Personal Data Breach, including, if possible, the categories and the approximate number of affected Data Subjects and the categories and the approximate number of affected registrations of personal data. Data Processor Agreement – Monde, January 2019 (ii) A description of the likely as well as actually occurred consequences of the Personal Data Breach. (iii) A description of the measures that the Data Processor has taken or proposes to take to address the Personal Data Breach, including, where appropriate, measures taken to mitigate its adverse effects.

5.7.3 The register of Personal Data Breaches shall be provided to the Data Controller in copy if so requested in writing by the Data Controller or the relevant Data Protection Agency.

5.8 Documentation of compliance

5.8.1 The Data Processor shall after the Data Controller’s written request hereof provide documentation substantiating that: (i) the Data Processor complies with its obligations under this Data Processor Agreement and the Instruction; and (ii) the Data Processor complies with the Applicable Law in respect of the processing of the Data Controller’s Personal Data.

5.8.2 The Data Processor’s documentation of compliance shall be provided within reasonable time.

5.9 Location of the Personal Data

5.9.1 The Personal Data is only processed by the Data Processor at the Data Processor’s address. The Data Processor does not transfer the Personal Data to third countries or international organizations.

5.9.2 Any transfer of the Personal Data to any third countries or international organizations in the future shall only be done to the extent such transfer is permitted and done in accordance with the Applicable Law.

6. Sub-Processors

6.1 The Data Processor is given general authorization to engage third-parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorization from the Data Controller, provided that the Data Processor notifies the Data Controller in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data. If the Data Controller wish to object to the relevant SubProcessor, the Data Controller shall give notice hereof in writing within seven (7) calendar days from receiving the notification from the Data Processor. Absence of any objections from the Data Controller shall be deemed a consent to the relevant Sub-Processor. Data Processor Agreement – Monde, January 2019

6.2 The Data Processor shall conclude a written sub-processor agreement with any Sub-Processors. Such an agreement shall at minimum provide the same data protection obligations as the ones applicable to the Data Processor, including the obligations under this Data Processor Agreement. The Data Processor shall on an ongoing basis monitor and control its SubProcessors’ compliance with the Applicable Law. Documentation of such monitoring and control shall be provided to the Data Controller if so requested in writing.

6.3 The Data Processor is accountable to the Data Controller for any Sub-Processor in the same way as for its own actions and omissions.

6.4 The Data Processor is at the time of entering into this Data Processor Agreement using the SubProcessors listed in sub-appendix B. If the Data Processor initiates sub-processing with a new Sub- Processor, such new Sub-Processor shall be added to the list in sub-appendix B under paragraph 2.

7. Remuneration and costs

7.1 The Data Controller shall remunerate the Data Processor based on time spent to perform the obligations under section 5.5, 5.6, 5.7 and 5.8 of this Data Processor Agreement based on the Data Processor’s hourly rates.

7.2 The Data Processor is also entitled to remuneration for any time and material used to adapt and change the processing activities in order to comply with any changes to the Data Controller’s Instruction, including implementation costs and additional costs required to deliver the Main Services due to the change in the Instruction. The Data Processor is exempted from liability for non-performance with the Main Agreement if the performance of the obligations under the Main Agreement would be in conflict with any changed Instruction or if contractual delivery in accordance with the changed Instruction is impossible. This could for instance be the case; (i) if the changes to the Instruction cannot technically, practically or legally be implemented; (ii) where the Data Controller explicitly requires that the changes to the Instruction shall be applicable before the changes can be implemented; and (iii) in the period of time until the Main Agreements is changed to reflect the new Instruction and commercial terms hereof.

7.3 If changes to the Applicable Law, including new guidance or courts practice, result in additional costs to the Data Processor, the Data Controller shall indemnify the Data Processor of such documented costs.

8. Breach and liability

8.1 The Main Agreement’s regulation of breach of contract and the consequences hereof shall apply equally to this Data Processor Agreement as if this Data Processor Agreement is an integrated part hereof. Data Processor Agreement – Monde, January 2019

8.2 Each party’s cumulated liability under this Data Processor Agreement is limited to the payments made under the Main Agreement in the 12 months before the occurrence of the circumstances leading to a breach of contract. If the Data Processor Agreement has not been in force for 12 months before the occurrence of the circumstances leading to a breach of contract, the limited liability amount shall be calculated proportionately based on the actual performed payments.

8.3 The limitation of liability does not apply to the following: (i) Losses as a consequence of the other party’s gross negligence or willful misconduct. (ii) A party’s expenses and resources used to perform the other party’s obligations, including payment obligations, towards a relevant data protection agency or any other authority.

9. Duration

9.1 The Data processor Agreement shall remain in force until the Main Agreement is terminated.

10. Termination

10.1 The Data Processor’s authorization to process Personal Data on behalf of the Data Controller shall be annulled at the termination of this Data Processor Agreement.

10.2 The Data Processor shall continue to process the Personal Data for up to three months after the termination of the Data Processor Agreement to the extent it is necessary and required under the Applicable Law. In the same period, the Data Processor is entitled to include the Personal Data in the Data Processor’s backup. The Data Processor’s processing of the Data Controller’s Personal Data in the three months after the termination of this Data Processor Agreement shall be considered as being in accordance with the Instruction.

10.3 At the termination of this Data Processor Agreement, the Data Processor and its SubProcessors shall return the Personal Data processed under this Data Processor Agreement to the Data Controller, provided that the Data Controller is not already in possession of the Personal Data. The Data Processor is hereafter obliged to delete all the Personal Data and provide documentation for such deletion to the Data Controller.

11. Contact

1.1 The contact information for the Data Processor and the Data Controller is provided in the Main Agreement. Data Processor Agreement – Monde, January 2019

Sub-appendix A
1. Personal Data

1.1 The Data Processor processes the following types of Personal Data in connection with its delivery of the Main Services:

(i) Ordinary contact information on relevant employees from the Data Controller.

(ii) Users of the Main Services: names, telephone numbers, e-mails and user type.

(iii) Personal data provided by the users in connection with their use of the Main Services (these personal data are not seen or accessed by the Data Processor unless the Data Processor after the request hereof from the Data Controller assists with support and bug fixing).

Sub-appendix B
1. Approved Sub-Processors

1.1 The Data Processor processes the following types of Personal Data in connection with its delivery of the Main Services:

1.1 The following Sub-Processors shall be considered approved by the data Controller at the time of entering into this Data Processor Agreement:

2. New Sub-Processors

2.1 The following Sub-Processors have been added and communicated to the Data Controller prior to the relevant sub-processing:

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