USER TERMS AND CONDITIONS
version December 2021
These are the User Terms and Conditions for SoapBox Products. This website is a product of SoapBox B.V., Chamber of Commerce no. 54104688
Article 1 Definitions
Words in these User Terms and Conditions that are written with a capital letter have the following meanings:
Account: any End User Account, Participant Account, Customer Account, or Partner Account that gives access to the areas in the Platform intended for the relevant Account Holder.
Other Users: all Voters, Respondents, and other users.
GDPR: the General Data Protection Regulation.
Challenge: a competition, game or other task, prize or other question, or something similar that Participants can participate in individually or as a team, which the Customer and Soapbox substantively formulate and organise.
Challenge Conditions: supplementary conditions that apply to one or more individual Challenges.
Cloud Service: the online access to the Platform, Soapbox Software, and the data that Soapbox hosts.
Participant: a natural person who participates in a Challenge.
Participant Account: the account that gives a Participant access to the Platform.
Participant Agreement: the agreement between Soapbox and a Participant and/or between a Customer and a Participant based on which a Participant participates in a Challenge.
End User: a natural person who uses the Platform in the capacity of a Participant or for a Customer or Partner.
End User Account: the account of the natural person who actually uses the Platform.
EULA (end user licence agreement): the licence conditions set out in Article 8, paragraph 2.
Users: all Participants, Customers, Partners, End Users, and Other Users.
User-Generated Content: all digital or other data that originates from a User, such as knowledge, know-how, works, documents, performances, data and other files, software, etc., that a User uploads to the Platform or otherwise supplies or uses in connection with using Soapbox Products, such as when carrying out Challenges, and all digital and other data that a User creates as a result of using Soapbox Products.
User Agreement: an Agreement under which a User is allowed to use the Platform.
User Terms and Conditions: these User Terms and Conditions and the EULA Soapbox Platform, version March 2021, and all Challenge Conditions.
Materials: the movable property or documents that Soapbox supplies to a User in connection with an Agreement.
IP rights: all intellectual property rights and related claims, as well as all property or other rights and related claims attached or in relation to know-how, formats, and digital and other data.
Customer: Soapbox's opposite party in a Collaboration Agreement.
Customer Account: the account that gives a Customer access to the Platform.
Organiser: the Customer or Partner who takes the initiative for a certain Challenge and determines its content and/or the applicable Challenge Conditions.
Agreement: a Business Contract, a Collaboration Agreement, a Partner Agreement, a Participant Agreement and any other agreement with Soapbox relating to the use of Soapbox Products.
Partner: the opposite party of Soapbox or a Customer in a Partner Agreement.
Partneraccount: the account that gives a Customer access to the Platform.
Personal Data: an item of data as defined in Article 4(1) GDPR.
Platform: the digital environment managed by Soapbox to which Users have access.
Partner Agreement: an agreement between Soapbox or a Customer and a Partner based which a Partner participates in a Challenge.
Professional Users: all Customers and Partners.
Respondents: a natural person who posts a message on a User's profile.
Results: the outcomes, ideas, works, methods, procedures, solutions, inventions, data, and all other results that Participants present in connection with a Challenge.
Soapbox: the private limited company Soapbox B.V., registered in the Commercial Register of the Chamber of Commerce under number 54104688.
Soapbox Products: each Challenge, the Cloud Service, the Platform, Soapbox Software, and all Materials.
Soapbox Software: the computer software required for operating the Platform.
Collaboration Agreement: a collaboration agreement between Soapbox and a Customer based on which Soapbox organises Challenges on the Customer's instructions.
Voters: natural persons who cast a vote on a User's profile.
Feedback: all comments, suggestions, technical information, or other forms of feedback that a User gives to Soapbox, either actively or passively by way of technical settings, about Soapbox Products and their use.
Applicable Laws and Regulations: the laws and regulations, including those related to tax, which apply to an Agreement, User Terms and Conditions, the use of the Cloud Service, and the relationship between Soapbox and a User in general.
Controller: a controller as defined in Article 4(7) GDPR.
Confidential Information:: all information that comes to a User's knowledge in connection with or as a result of an Agreement or its performance or of using the Cloud Service and Soapbox, relating to the Platform, the Cloud Service, and Soapbox Products, such as information about the technologies used, underlying principles, drawings, models, graphic images, source codes, login details, customers, end users, projects, functionalities, usage and application options, business models, prices, etc., with the exception of trivial or other information of such a nature that if disclosed by a User to Third Parties, it will not harm any reasonable interest of Soapbox.
Processor: a processor as defined in Article 4(8) GDPR.
Article 2 User Terms and Conditions, Challenge Conditions, and third-party conditions
2.1 The User Terms and Conditions apply to the use of Soapbox Products.
2.2 The User Terms and Conditions apply in addition to the arrangements made in an Agreement about the use of Soapbox Products. If there are any inconsistencies between the provisions of an Agreement and the User Terms and Conditions, the provisions of the Agreement will prevail.
2.3 The User may participate in Challenges on the basis of an Agreement. Soapbox need never conclude an Agreement on the basis of User Terms and Conditions.
2.4 Soapbox or the Organiser can set supplementary Challenge Conditions for certain Challenges. Challenge Conditions are communicated to Users through the Platform. Acceptance of the Challenge Conditions is not compulsory, but a User can be excluded from participating in a Challenge if the Challenge Conditions relating to that Challenge are not accepted and/or Soapbox may set further restrictions on participation.
2.5 After accepting the Challenge Conditions, Users intend for them to constitute an agreement between the accepting User and the party that has set them. It is up to the parties to the Challenge Conditions to determine the extent to which a binding agreement is actually concluded between them through the Soapbox Platform. Soapbox does not warrant any agreement is concluded.
2.6 Soapbox is not a party to the Challenge Conditions set by the Organiser, and Soapbox has no obligations in this regard. The Organiser indemnifies Soapbox against claims that Users or third parties may make against Soapbox as a result of the Challenge Terms and Conditions, explicitly including tax claims related to tax on games of chance.
2.7 Challenges are carried out in accordance with the applicable Challenge Conditions. The Organisers may offer prizes. Soapbox never offers prizes. Soapbox is not responsible for how the Organisers set up or carry out the Challenge, for how the results of a Challenge are established, or for how the prizes are dealt with. Soapbox does not correspond with the Users concerned about the outcome of a Challenge. Users must contact the relevant Organiser for this purpose. The Organiser indemnifies Soapbox against any claims that Users or third parties bring against Soapbox as a result of the Challenge Conditions.
2.8 In the relationship between Soapbox and its suppliers, the relevant supplier's general, licensing, and/or other conditions can apply in relation to using Soapbox Products. Insofar as this is required and in the opinion of Soapbox desirable, the User accepts those conditions in respect of that supplier and Soapbox, and they form part of the User Terms and Conditions. The User will comply with all these conditions.
2.9 The User warrants towards Soapbox that they will fulfil their obligations under the User Terms and Conditions. The User indemnifies Soapbox against third-party claims based on the view that the User has not observed the User Terms and Conditions or claims that result from the User's failure to comply with the User Terms and Conditions.
2.10 The User cannot assign their rights under the User Terms and Conditions to a third party without Soapbox's consent. The provisions of the previous sentence have an effect on property rights.
Article 3 Use of Soapbox Products
3.1 Users must be aged 16 or over, or confirm they have an authorised representative's consent. By creating an Account, Users declare they are aged 16 or over.
3.2 Users are given access to a control panel in their Account that offers the usage options intended for them.
3.3 The User is always responsible for the use of Soapbox Products in their Account. All legal or other acts performed in the User's Account are attributed to the User and deemed to have been legal or other acts of that User.
3.4 During the Use of Soapbox Products, the User must comply with all Applicable Laws and Regulations and respect all third-party rights. The User must refrain from any acts of use that compromise Soapbox's legitimate interests, and refrain from all such and other acts that are inappropriate, improper, careless, or undesirable, in Soapbox's opinion.
3.5 The User must implement appropriate technical, organisational, preventative, and other measures to protect the Soapbox Products and to prevent unauthorised access to the Platform. In this connection, among other things, the User must keep the login details and passwords strictly secret and change passwords as often as necessary. The User must change passwords as soon as they know that the password along with other login details are (or have been) the target of a data breach at third parties.
3.6 The User must not misuse Soapbox Products and must take all preventative and other measures reasonably needed to prevent misuse of Soapbox Products by third parties. Misuse includes posting or disseminating content that is discriminatory, incites violence or bullying, is contrary to common decency or good taste, contains pornographic material, facilitates criminal activities, relates to commercial activities that fall outside the scope of a Challenge (such as advertisements, lotteries, competitions, or pyramid games), contravenes the Applicable Laws and Regulations, User Terms and Conditions, or Challenge Conditions, or infringes third-party rights, etc.
3.7 The User must implement all preventative measures reasonably needed to prevent Soapbox Products or their use from causing damage to the User or third parties.
3.8 The User must abide by all reasonable instructions of Soapbox concerning the use of Soapbox Products. The User must provide Soapbox with all information and cooperate as needed to enable Soapbox to fulfil its obligations towards the User and to exercise the rights that Soapbox has in respect of the User.
3.9 Soapbox may issue updates for Soapbox Software or otherwise make changes to Soapbox Products. Insofar as required, the User must cooperate as needed for this purpose.
Article 4 User Agreement and the Platform
4.1 Unless specified otherwise in an Agreement, each Agreement also constitutes a User Agreement.
4.2 The User may use the Platform under a User Agreement. To actually use the Platform, the User needs an Account.
4.3 Every User needs to create an Account. The User is not allowed to use the Platform without an Account.
4.4 The Website contains all available user information, manuals, and instructions relating to the use of Soapbox Products.
Article 5 Account management and responsibility
5.1 Soapbox creates a Customer Account for each Customer and a Partner Account for all Partners. A Customer or Partner can also do this themselves.
5.2 Among other things, a Customer can do the following in the Customer Account:
- create an End User Account for their employees
- create a Participant Account for Participants
- create, follow-up, and manage Challenges
- select Participants and add them (in teams) to Challenges.
5.3 The Customer is responsible towards Soapbox for all Accounts created in their Customer Account. Actions of End Users of Accounts created in the Customer Account are attributed to the Customer. Insofar as required, the Customer grants an irrevocable power of attorney to the aforementioned End Users to perform all legal acts on behalf of the Customer that are possible in the relevant End User Account.
5.4 The Customer warrants Soapbox that their End Users referred to in paragraph 3 will comply with the provisions of the User Terms and Conditions and is liable towards Soapbox for that compliance.
5.5 The Customer's End Users referred to in paragraph 3 undertake towards Soapbox and the Customer to comply with the User Terms and Conditions.
5.6 Among other things, a Partner can do the following in the Partner Account:
- create an End User Account for their employees
- follow-up and manage Challenges
- Pcomplete/upload and change profile details and visual material
- view and select potential Users and projects.
5.7 The Partner is responsible towards Soapbox for all Accounts created in their Partner Account. Actions of End Users of Accounts created in the Partner Account are attributed to the Partner. Insofar as required, the Partner grants an irrevocable power of attorney to the aforementioned End Users to perform all legal acts on behalf of the Partner that are possible in the relevant End User Account.
5.8 The Partner warrants Soapbox that their End Users referred to in paragraph 7 will comply with the provisions of the User Terms and Conditions and is liable for that compliance.
5.9 The Partner's End Users referred to in paragraph 7 undertake towards Soapbox and the Partner to comply with the User Terms and Conditions.
5.10 In a Participant Account, Participants can carry out, follow-up, and manage Challenges.
5.11 The Participant is obliged towards Soapbox and towards the party that has created the Participant Account to comply with all the provisions of the User Terms and Conditions and the Challenge Conditions.
Article 6 Prices, invoicing, and payment
6.1 The following provisions of Article 6 relate to Professional Users only.
6.2 Soapbox and the Professional User reach consensus on the price of Soapbox Products in an Agreement. If a price is not specified in an Agreement, Soapbox's usual rates will apply, and Soapbox's records will provide conclusive evidence for this purpose.
6.3 If Soapbox performs certain activities to fulfil the obligations under an Agreement or otherwise at a User's request, but the Agreement does not specify the fee for those activities, the fee will be calculated on the basis of actual costs (fee = number of hours x hourly rate). If Soapbox purchases materials, third-party services, licences, or digital or other goods to fulfil the obligations under an Agreement or otherwise at a User's request, but the Agreement does not specify the fee for these items, Soapbox may charge the User the cost price of these items plus a mark-up of no more than 20% on the cost price.
6.4 All specified prices exclude turnover tax and other applicable costs, taxes, or duties.
6.5 Soapbox may index the agreed prices annually up to the price index figure for the Service Price Index (SPI) of Statistics Netherlands by notifying a Professional User of this indexation by registered post. The indexation becomes effective once Soapbox gives notice of it, and with retroactive effect where necessary. Soapbox may unilaterally increase the agreed prices if objective criteria give it cause to do so, for example if there is an increase in the costs of its subcontractors or suppliers, or an increase in financial charges because of amendments in the Applicable Laws and Regulations. Soapbox must notify a Professional User beforehand about a price increase. From that moment, the User has three months in which to unilaterally terminate the Agreement to which the price increase relates with immediate effect. The price increase becomes effective at the end of the three-month period. Notwithstanding the previous two sentences, Soapbox may implement minor price increases without notifying a Professional User about them.
6.6 Soapbox may invoice a Professional User for the amount owing to it before the period to which the fee relates.
6.7 Soapbox may apply a payment term of 14 days or longer. The applicable payment deadline is specified in Soapbox's invoices. The payment deadline specified on a Soapbox invoice is a strict deadline. If the User does not pay by the final payment date specified on the invoice, they will be in default and owe statutory commercial interest.
6.8 Soapbox may collect the payment obligations that the User has towards it by direct debit order.
6.9 If the User fails to fulfil a payment obligation, Soapbox may charge a surcharge of 10% of the invoice amount. If the applicable payment deadline is exceeded by 30 business days, Soapbox may charge a surcharge of 25% of the invoice amount. These surcharges do not affect Soapbox's other rights, such as the right to claim full compensation for damage and/or statutory interest.
6.10 If a User fails to fulfil a payment obligation, they must pay the debt collection costs that Soapbox has to incur to collect the amount owing in that case, subject to a minimum of €250 per unpaid invoice, or so much more as Soapbox is entitled to charge based on the applicable sliding scale for extrajudicial debt collection costs. Invoices of legal assistance providers are conclusive evidence of the debt collection costs actually incurred.
6.11 A User cannot suspend any payment obligations towards Soapbox. A User has no right to set off their claims against Soapbox with claims that Soapbox has against the User.
6.12 If it ensues from an Agreement that ownership of Soapbox's property will pass to a User, a retention or extended retention of title will apply to this property until the User has fulfilled all their payment obligations towards Soapbox. The same applies to granting rights, on the understanding that in such cases instead of a retention of title on property, the right will be granted subject to the condition precedent that the User has fulfilled all their payment obligations towards Soapbox.
Article 7 Commencement date, term, and termination
7.1 The User may use Soapbox Products during the term of a User Agreement.
7.2 Soapbox may terminate a User Agreement or an Agreement with immediate effect, with no further legal or other action required, if:
- the User is granted a suspension of payments
- the User is declared bankrupt
- legal control over the User changes and on account of this change in control, Soapbox cannot reasonably be required to allow the User Agreement to continue.
7.3 The User must inform Soapbox about the circumstances referred to in paragraph 2 as soon as they know these circumstances will occur or there is a risk of them occurring.
7.4 Soapbox may also fully or partially terminate a User Agreement or an Agreement if there are compelling reasons for doing so.
7.5 Unless agreed otherwise, a Professional User cannot give notice of termination of, nullify, terminate for breach, or otherwise end an Agreement.
Article 8 Intellectual property
8.1 Soapbox or its licensors are the owners, or at least the rightholders, of all IP rights relating to Soapbox Products. If IP rights arise because of the User's use of Soapbox Products, including IP rights on Feedback but expressly excluding IP rights attached to Results, these IP rights will vest in Soapbox. As for IP rights that initially vest fully or partially in the User, the User, by accepting the User Terms and Conditions, grants Soapbox a perpetual, royalty-free, exclusive, and unlimited right to use those IP rights, and must assign these IP rights to Soapbox, by way of a deed of assignment, immediately after such a request has been made by or on behalf of Soapbox. The User also grants Soapbox a power of attorney to sign a deed to assign those IP rights on behalf of the User.
8.2 During the term of a User Agreement, Soapbox grants the User a licence on its IP rights with the scope that the User needs to use Soapbox Products to carry out Challenges in accordance with the provisions of an Agreement, the User Terms and Conditions, and the Applicable Laws and Regulations. This licence expressly does not entitle the User to make copies of Soapbox Products, to decompile Soapbox Products, to apply reverse-engineering to Soapbox Products, or to use Soapbox Products for research and development purposes.
8.3 The EULA is non-transferable and non-exclusive, and the User has no right to issue sub-licences.
8.4 No use of Soapbox Products other than the use in accordance with the EULA is allowed.
8.5 The User grants Soapbox free, unencumbered, worldwide, sublicensable, non-exclusive licensing, usage, or other rights in respect of User Generated Content, and the intellectual property rights or other rights that have been established on it, with the scope that Soapbox needs to be able to supply Soapbox Products, for example to save the User Generated Content and to make it accessible to other Users or third parties, either through the Platform or otherwise, as well as for promotional and media purposes. If a third party is the rightholder to the relevant intellectual property rights, the User will be responsible for ensuring the User has sufficient rights to grant this right to Soapbox. The User must indemnify Soapbox against legal claims based on the view that Soapbox has insufficient rights to that User-Generated Content to be able or allowed to supply certain Soapbox Products.
8.6 Notwithstanding the provisions of paragraph 1, this Article 8 will not lead to any change, including in ownership, which does not conform to the Applicable Laws and Regulations in relation to IP rights or related claims. Among other things, this means that every User will become and remain a rightholder to the IP rights they had when they entered into an Agreement with Soapbox, and that IP rights established on Results vest in Soapbox, a User, or several Users in accordance with the provisions of the Applicable Laws and Regulations, an Agreement, or any other agreement or basis.
8.7 Agreements and Challenge Conditions can contain provisions that deviate from the provisions of paragraph 6.
8.8 Soapbox has no obligations towards the Users entailing that certain individual Users become or remain a rightholder of IP rights relating to User-Generated Content or Results. It is the responsibility of the Users to take the necessary legal or other measures, either together or with third parties, in relation to IP rights or related claims to User-Generated Content or Results. Users indemnify Soapbox against claims of other Users or of third parties based on the view that a certain User or third party does not hold the IP rights or a related claim to User-Generated Content or Results that they wished to hold or thought they held.
Article 9 Confidential Information
9.1 If a User receives Confidential Information from Soapbox, they are obliged towards Soapbox to ensure that they:
- If a User receives Confidential Information from Soapbox, they are obliged towards Soapbox to ensure that they:
- only make the Confidential Information available to persons who need to know about it on account of their position
- do not use the Confidential Information for any purpose other than performing an Agreement
- return all Confidential Information immediately on Soapbox's request, or destroy such information without keeping any copies, at Soapbox's discretion.
9.2 The obligation to observe confidentiality in the previous paragraph does not apply in relation to Confidential Information that:
- was already in the possession of or known to the User when that information was provided to the User
- was generally or publicly known when that information was provided to the User
- was acquired, developed, or created by the User other than through the use of the Confidential Information
- became known to the User in a way that was not the result of a breach of a contractual obligation that the User or a third party has towards Soapbox and was not the result of an unlawful act towards Soapbox
- is provided to third parties with Soapbox's consent.
9.3 Soapbox does not warrant the correctness, completeness, quality, and/or contents of the Confidential Information and has no obligations towards the User in relation to it.
Article 10 Processing of Personal Data
10.1 Users must not enter special categories of Personal Data in the Platform, such as data or information about their racial or ethnic origin, political opinions, religion or philosophical beliefs, trade union membership, genetic or biometric data, health, sex life, or criminal record. Users must also not enter citizen service numbers or similar personal data in the Platform.
10.2 If Soapbox can be regarded as the Controller in relation to processing the User's Personal Data, it will process that Personal Data in accordance with the provisions of the Privacy Statement.
10.3 If Personal Data of a User is transferred to another User in accordance with the provisions of Soapbox's Privacy Statement, the receiving User must observe the provisions of the Privacy Statement and refrain from any other use of that Personal Data.
10.4 If Soapbox and a User can be regarded as joint Controllers in relation to processing Personal Data as defined in Article 26 GDPR, the User must enter into an agreement with Soapbox, as referred to in Article 26 GDPR, immediately on Soapbox's request.
10.5 If Soapbox can be regarded as the Processor in relation to processing the User's Personal Data, and the User as the Controller in relation to processing those Personal Data, the provisions of Article 10, paragraphs 6 to 21 will apply. These paragraphs constitute the processing agreement as defined in Article 28(3) GDPR.
10.6 Soapbox processes Personal Data on behalf of the Controller under an Agreement. The Processing Agreement ends by operation of law when the Agreement under which Soapbox processes Personal Data for the Controller ends, or so much earlier that Soapbox no longer processes Personal Data for the Controller.
10.7 The Controller processes Personal Data properly, carefully, and in accordance with the GDPR and other applicable regulations on processing Personal Data. The Controller must process Personal Data so that the processing operations, the manner or content of processing operations, or the instruction to perform them are lawful and do not infringe the rights of Data Subjects or third parties. The Controller indemnifies and holds Soapbox harmless against claims that Data Subjects bring against Soapbox resulting from the failure to fulfil the Controller's obligations under the Processing Agreement.
10.8 The Controller must reimburse all costs and expenses that Soapbox incurs to fulfil its obligations under the Processing Agreement. For the acts and/or activities that Soapbox must perform under the provisions of the Processing Agreement, the Controller must pay Soapbox a fee that will be calculated on the basis of actual costs at rates to be determined by Soapbox.
10.9 Soapbox processes the Personal Data in accordance with the GDPR and other applicable regulations on processing Personal Data, only as commissioned by and based on written instructions from the Controller unless Applicable Laws and Regulations require Soapbox to process Personal Data. In such a case, and insofar as permitted, Soapbox will notify the Controller of such processing or obligation to process without delay.
10.10 Soapbox must enable the Controller to comply with its obligations under the GDPR within the applicable time limits. For this purpose, Soapbox must enable the Controller, among other things, to allow Data Subjects to exercise their rights and to fulfil all other obligations that the Controller may have under the GDPR.
10.11 Soapbox must not transfer any Personal Data to third countries or international organisations as referred to in Article 28(3)(a) GDPR unless it has received an express, prior, and written instruction to do so from the Controller. The provisions of the previous sentence do not apply if a provision of EU or Member State law applicable to Soapbox compels it to perform processing. In such a case, Soapbox must notify the Controller of that legal provision before processing unless the legislation prohibits such notice for compelling reasons of public interest. The Controller gives Soapbox the instruction referred to in the first sentence insofar as transferring Personal Data is needed for hiring Subprocessors.
10.12 If the Processing Agreement ends, Soapbox must, at the Controller's written option, either delete the Personal Data processed on the Controller's instructions or return them to the Controller, and demonstrably delete all existing copies.
10.13 Soapbox warrants that the persons authorised to process Personal Data have undertaken to observe confidentiality on the basis of an agreement with Soapbox or are bound by a legal duty of confidentiality.
10.14 Soapbox warrants that any natural person acting under its authority and having access to Personal Data will process them only on the Controller's instructions. A natural person acting under Soapbox's authority and who has access to Personal Data may process them other than on the Controller's instructions only if the law or a court ruling obliges them to do so.
10.15 Soapbox may outsource performing all or part of the Processing Agreement to Subprocessors. Soapbox uses only Subprocessors that offer adequate warranties in terms of applying appropriate technical and organisational measures so that the processing complies with the provisions of the GDPR, and Data Subjects' rights are adequately protected. Soapbox must impose the same or similar obligations on Subprocessors as its obligations under this Processing Agreement and ensure that the Subprocessors comply with those obligations.
10.16 Soapbox must keep all Personal Data confidential. Soapbox must not disclose Personal Data to third parties other than to perform an Agreement unless it (a) is obliged to do so by law or under a court ruling; (b) has received a written request from the Controller; or (c) has obtained the Controller's prior written consent.
10.17 In the case referred to in Article 10.16 (a), Soapbox must (a) notify the Controller that Personal Data has been disclosed or a request for disclosure has been made, stating the identity of the requester, the date of the disclosure or of the request for disclosure, the identity of the Data Subject(s) concerned, and a description of the Personal Data concerned; (b) verify the basis of the request and the identity of the requester; (c) limit the disclosure to what is legally required; and (d) enable the Controller to exercise their rights, to act so as to allow Data Subjects to exercise their rights, and to safeguard the interests of the Controller and Data Subjects.
10.18 The Controller and Soapbox must secure the Personal Data and their processing in accordance with the regulations set under or pursuant to the GDPR and under or pursuant to other standard or special legislation on processing Personal Data. Soapbox must implement all appropriate technical and organisational security and other measures required under Article 32 GDPR to guarantee a level of security appropriate to the risk, which measures include or can include, where appropriate: (a) anonymising, pseudonymising, and encrypting Personal Data; (b) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; (c) the ability to restore the availability and access to Personal Data in a timely manner if a physical or technical incident occurs; and (d) establishing a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing.
10.19 In determining the necessary technical and organisational security and other measures required under Article 32 GDPR to guarantee a level of security appropriate to the risk, Soapbox must take into account (a) the state of the art and the costs of implementation; (b) the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons; (c) the processing risks, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data stored or otherwise processed. The Controller considers the security measures implemented by Soapbox to be appropriate.
10.20 If an Incident occurs at Soapbox, Soapbox must immediately report this Incident to the Controller. It is up to the Controller to decide whether the Incident is a Data Breach and whether the Incident or Data Breach needs to be reported to the Dutch Data Protection Authority or the relevant Data Subject(s). It is solely up to the Controller to follow up Incidents or Data Breaches as prescribed under Articles 33 and 34 GDPR. At the Controller's request, Soapbox must immediately take all measures needed to remedy, mitigate, or prevent the adverse consequences of a Data Breach for the Data Subject(s) concerned.
10.21 Soapbox's processing activities relate to the processing operations that occur when Users use Soapbox Products. The duration of the processing coincides with the term of an Agreement. The purpose of the processing activities is to enable the Controller to use Soapbox Products, to organise and carry out Challenges, to enter into, perform, and manage agreements with other Users, and to administer, manage, and communicate with Users. The processing activities relate to the Users. The following Personal Data are processed for this purpose: Name and address details, contact details such as telephone numbers, email addresses, and social media account data, IP addresses, login data, account data including usernames and passwords, photos/videos of Users or third parties, information about current or completed studies, curriculum vitae, former and current employers, business activities, all other personal data and areas of interest, and other information that Users enter in the Platform.
Article 11 Obligations of Soapbox and limitation of liability
11.1 Soapbox will endeavour to supply the Soapbox Products properly. However, under the User Terms and Conditions, Soapbox has no obligations towards the User that relate to the quality and/or the availability of Soapbox Products or their parts. Soapbox also has no explicit or implicit obligations towards the User in relation to creating back-ups, maintenance, support, etc.
11.2 Soapbox supplies Soapbox Products ’as is' and in their actual and legal condition on the date of delivery to the User. Soapbox Products therefore might be unavailable or defective, including temporarily, in some other way.
11.3 Insofar as Soapbox has any obligations towards the User, any failure to fulfil an obligation cannot be attributed to Soapbox if force majeure occurs. In addition to or elaborating on what the law states about force majeure, this includes, but is not limited to, the non-availability (including temporarily) of contractors, subcontractors, and suppliers required for fulfilling the obligation; government measures; the incorrect or insufficient supply of goods or services by Soapbox's suppliers; faulty goods, equipment, software, or materials of third parties; power failures; epidemics or pandemics and their consequences; internet, data network and telecommunications system failures (for example, because of cybercrime or hacking); a fire, state of emergency, extreme weather, natural disasters, war, terrorist attacks, general transport problems, or strikes at Soapbox's business; and other situations that Soapbox believes are beyond its control and temporarily or permanently prevent the fulfilment of its obligations. Any warranty given by Soapbox in an Agreement does not preclude its right to invoke force majeure.eg.
11.4 To the maximum extent permitted under the Applicable Laws and Regulations, Soapbox excludes or at least limits all liability towards the User, on any legal grounds, directly or indirectly related to Soapbox Products or their supply. Soapbox is never liable for a higher amount than the User has paid to use the Soapbox Products that have caused the damage, up to a maximum of €10,000. In the latter case, Soapbox is never liable for any indirect damage or consequential damage, including loss of turnover or profits, impairment of goodwill, loss of data, and immaterial damage.
Article 12 Obligations of the User
12.1 If the User fails to fulfil any of their obligations towards Soapbox under the User Terms and Conditions, Soapbox may exercise all rights and take all legal actions that exist and are possible under the Applicable Laws and Regulations.
12.2 Insofar as required, in addition to the provisions of the previous paragraph, a failure by the User to fulfil their obligations towards Soapbox under the User Terms and Conditions will immediately result in the User being in creditor's default towards Soapbox with no need for any additional legal acts, and Soapbox may temporarily or permanently suspend all obligations towards the User, for example by temporarily or permanently deactivating the Cloud Service, by temporarily or permanently restricting certain or all Platform user options or certain or all Functionalities, or by temporarily or permanently removing content.
12.3 If the User has an obligation to indemnify Soapbox, this means, insofar as required, and in addition to what is provided under the Applicable Laws and Regulations in this regard, that:
- immediately on request of the indemnified party, the User must take on the defence and all legal or other costs at its own expense and risk against the claims of third parties, but must follow all reasonable instructions of Soapbox in connection with the defence, or, at Soapbox's discretion, compensate all legal or other costs that Soapbox reasonably has to incur to defend itself against the liability, penalty, or obligation
- immediately on request of Soapbox, the User must indemnify and hold Soapbox harmless, whether or not by paying to Soapbox on demand the amount that Soapbox has to pay the third party under the notice of liability or claim.
Article 13 Final provisions
13.1 GThe User accepts that all communication between Soapbox and the User can go through the Platform. Notifications or announcements of Soapbox to the User through the Platform are deemed to be written notifications or announcements of Soapbox to the User.
13.2 Soapbox may amend the User Terms and Conditions from time to time. Users will be notified about such changes one month in advance. If a User objects to a notified amendment before it enters into effect, that amendment will not apply to that User. The User already accepts that this could have a detrimental impact on Soapbox Products or their performance. After the notified amendments enter into effect, they form an integral part of the User Terms and Conditions.
13.3 If a provision or part of a provision of the User Terms and Conditions or an Agreement is found to be invalid or unenforceable, the remaining provisions, or parts of provisions, will be interpreted as though the invalid or unenforceable provision were not included, and the invalid or unenforceable provision, or part of it, will be deemed to have been replaced by a valid, enforceable provision that approximates the purport of the provision being replaced as closely as possible.
13.4 The User cannot assign the rights that it has under an Agreement to a third party without Soapbox's prior written consent. The parties intend for the provisions of the previous sentence to have an effect on property rights. The User grants the approval and/or cooperation referred to in Book 6, Article 159(1) of the Dutch Civil Code for assigning the rights and obligations that Soapbox has under an Agreement to a third party designated by Soapbox.
13.5 The User Terms and Conditions are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
13.6 The Limburg District Court, Maastricht hearing location, has exclusive jurisdiction in the first instance to hear any disputes that have arisen or might arise in relation to a User Agreement, an Agreement, or their performance.