Trendata Insights Agreement
The undersigned:
1. NEW MEDIA SEARCH MARKETING B.V., a private limited liability company, also trading as
TRENDATA, having its registered office in Enschede, the Netherlands, and maintaining a place
of business at Haaksbergerstraat 67, Gebouw N, (7554 PA) Hengelo, the Netherlands, duly
represented for these purpose by its managing director, Mr M. Huve, referred to below as
Trendata;
and
2. _____________, having its registered office at _____________ and maintaining a place of
business at _____________, duly represented for these purposes by _____________, referred to
below as the Customer;
WHEREAS:
Trendata has developed Software that collects, classifies and analyses search behaviour by
market segment and by product category;
Article 1 – Definitions
1.1 Availability Rate: the period during which the Software is available to the Customer in a
Measurement Period, expressed as a percentage (percent).
1.2 Schedule: the documents attached to this Agreement, which form an integral part of this
Agreement and in which the arrangements set out in this Agreement are specified.
1.3 Services: Trendata’s activities as a whole for the purpose of the performance of this Agreement.
1.4 Defect: an error in the Software as a result of which the Software does not function in accordance
with the agreed Specifications, or the Software otherwise does not comply with this Agreement.
1.5 Incident or Breakdown: an event as a result of which the Software does not function in
accordance with the agreed Specifications or is unavailable, or as a result of which Data is
unavailable.
1.6 Licensing Agreement: the agreement between the Customer and Trendata under which the
Customer obtains rights to use the Software.
1.7 Measurement Period: a period of one calendar month.
1.8 New Version: a successor version of the Software containing predominantly new or modified
functionalities, possibly released under a different name.
1.9 Support: the provision of assistance (by telephone or otherwise) by helpdesk staff in the event of
an Incident, as well as advice on the use and functionality of the Software.
1.10 Agreement: this agreement, of which the recitals and all the Schedules described in Article 23
form an integral part.
1.11 Software or Market Intelligence Platform: the online web-based application developed by
Trendata to provide information on relevant data regarding the Product/Market Combinations
purchased by the Customer, which can be accessed via a state-of-the-art web browser. State-of-
the-art web browsers are Google Chrome, Apple Safari, Mozilla Firefox and Microsoft Edge,
always in the most up-to-date version.
1.12 Written/In Writing: including by e-mail or other electronic medium.
1.13 Specifications: a description of the functionality and functioning of the Software, set out in
Schedule 1.
1.14 Start Date: the date of entry into this Agreement.
1.15 Update: a new release of the Software, from which previously known Defects have been removed
or in which a limited improvement or extension of the existing functionality has taken place.
1.16 Product/Market Combination (PMC): the combination of a product and its relevant market, on
which the Customer wishes to gain information by means of the Software, divided into the
following levels:
a. Product Category: the lowest and most detailed level, in which the market for a specific
product (such as a water boiler) is identified.
b. Market Segment: a higher level, in which the market for a product category/product segment
(such as kitchen small appliances) is identified.
c. Industry: the highest level, representing the entire industry to which the Market Segment and
Product Category belong (such as home & kitchen).
The levels listed above are subordinate, meaning that Industry (c) consists of a number of Market
Segments (b), which in turn consist of several Product Categories (a). In principle, a Product
Category is selected as the Product/Market Combination. When information is purchased on
several Product Categories within a Market Segment, insight is also obtained on all or part of the
Market Segment.
1.17 User: person within or outside the Customer’s company who is given access to the Software on
the basis of this Agreement.
1.18 Data: third-party data that is processed and handled by means of the Software and is made
accessible at the level of a PMC.
Article 2 – Services
2.1 Trendata’s Services consist of providing access to the Customer or the User(s) designated by the
Customer by providing one or more accounts, which can be used to log in to the Software using a
common web browser. These accounts are personal and may not be used by more than one
person.
2.2 The Software must function in accordance with the Specifications. The Network Configuration
and Software Specifications are described in Schedule 1.
2.3 Trendata does not warrant the accuracy and availability of Data. The Customer is aware that the
Data originates from third parties. Trendata therefore does not warrant the correctness and
availability of the information made available to Trendata through the Software.
2.4 Trendata will give the Customer support and instruction in the application of the Services by
making a knowledge centre available. If the Customer so desires, an individual training course or
instruction can be purchased from Trendata, either online or on site. In such cases, a fee is
payable by the Customer to Trendata based on an hourly rate of €170.
2.6 Trendata will first test generally available Updates in a test environment and then update the
Software. In doing so, Trendata will endeavour to keep access to the Software as intact as
possible while the Update is in progress.
Article 3 – Availability
3.1 The Software is made available as is and as available. Trendata will use its best efforts to ensure
the highest possible availability of the Software, but on a best-efforts basis and therefore without
warranties of any kind, express or implied.
Article 4 – Incidents/Breakdowns/Defects
4.1 Trendata will arrange for a helpdesk to act as an integral contact for all Incidents relating to the
use of the Software.
4.2 The work involved in resolving Incidents will be undertaken as soon as possible. Trendata aims to
resolve all Incidents within a maximum period of 24 hours. Trendata aims to resolve all Incidents
within five working days. This is expressly a target period.
4.3 With regard to Incidents relating to unavailability of Data, Trendata is under only a best-efforts
obligation to notify the third party that makes the Data available within a reasonable period of time
and to insist on the earliest possible resolution of the Incident.
4.4 The costs involved in resolving Incidents caused by injudicious use by the Customer and other
circumstances attributable to the Customer or third parties are payable by the Customer at an
hourly rate of €170. Trendata will resolve free of charge any Incidents that are due to Defects of
the Software.
4.5 Trendata will regularly provide information to the Customer about the progress of the resolution of
the Incident reported.
4.6 If an Incident is caused by a Defect, Trendata will correct the Defect free of charge. The periods
stated in Article 4.2 above apply accordingly.
4.7 The Customer must provide reasonable cooperation to enable Trendata to comply with its
obligations under this Article 4. In the event of a Defect, the Customer must notify Trendata
immediately on its discovery, failing which the Customer’s rights under this article lapse.
Article 5 – Backup and data recovery
5.1 Because Trendata does not own the Data, Trendata will not make a backup of the Data, other
than for its own internal processes. Trendata will ensure that a backup of the actual Software is
available at all times.
5.2 If circumstances occur whereby the Software is no longer available due to errors or loss of
technical infrastructure, Trendata will attempt to restore the Software by installing a backup within
the periods stated in Article 4.2 above.
5.3 Trendata is in no event obligated to restore damaged or lost data.
Article 6 – Updates and New Versions
6.1 Trendata will from time to time release Updates with a view to maintenance or optimisation of the
Software. Trendata does not require the Customer’s consent (Written or oral) to do so. The
Customer will endeavour to implement such Updates insofar as possible without affecting the
availability of the Software. If the Software nevertheless becomes unavailable due to an Update,
the provisions of Article 3 apply.
Article 7 – Customer’s cooperation
7.1 Trendata’s obligations under this Agreement with respect to the provision of the Services are
without prejudice to the Customer’s obligation to establish, maintain and implement adequate
procedures and control mechanisms, taking into account the nature and extent of the interests
involved, to prevent or limit damage as a result of any irregularities in the Services. The Customer
will ensure that its personnel is adequately trained and informed about the operation of the
Services and the Software.
7.2 The Customer will in particular arrange for the provision of adequate information to and the
making of contractual arrangements with external users who, for instance through the Internet,
without the actual involvement of an employee of the Customer, perform actions that also involve
use of the Software, about the risks involved in the use of an automated system for the execution
of transactions and related services.
Article 8 – Intellectual property; licence
8.1 The intellectual property rights relating to the Software, including Updates, are vested exclusively
in Trendata. The Software will remain Trendata’s property.
8.2 Subject to the condition precedent of full payment of all the amounts payable to Trendata by the
Customer under this Agreement, the Customer grants Trendata a non-exclusive, non-
sublicensable and non-transferable licence to use the Software, but only for the performance of
this Agreement and only for the duration of this Agreement. Any other use requires Trendata’s
express Written consent.
8.3 During the term of this Agreement, the Customer may load, visualise and run the Software insofar
as this is consistent with the intended use of the Software. The Customer expressly may not
disclose the information/reports generated by means of the Software.
8.4 The right of use granted in Article 8.2 of this Agreement is subject to the following restrictions,
among others:
a. The Customer may not allow third parties to use the Software and may not use it for the
benefit of third parties.
b. The Customer may not modify or adapt the Software.
c. The Customer may not reconstruct the Software source code by means of reverse
engineering.
d. The Customer may not remove any reference to copyright, trademark, trade name or other
intellectual property rights from the Software.
8.5 Trendata may investigate whether the Customer is using the Software in a manner consistent
with the terms of this Agreement. The Customer agrees to cooperate with any such audit and to
grant Trendata access to its business location(s). The costs of such an audit are payable by
Trendata if it is established that the Software is being used in accordance with this Agreement,
but are payable by the Customer if it is established that the Software is not being used in
accordance with this Agreement.
8.6 Trendata indemnifies the Customer in legal proceedings brought against it by third parties based
on the argument that use of the Software infringes intellectual property rights belonging to that
third party, unless:
a. the Customer fails to immediately notify Trendata of the claim In Writing;
b. the third-party claims in question are based on changes made to the Software by the
Customer or a third party engaged by Customer; or
c. the third-party claims in question are based on use of the Software in a manner that
otherwise conflicts with the terms of this Agreement.
8.7 The indemnity referred to in Article 8.6 applies only if the Customer leaves the handling of the
case, including settlement negotiations, to Trendata from the outset and provides Trendata with
the necessary cooperation if requested.
8.8 The Customer declares that if a claim as referred to in Article 8.3 is filed, it agrees that Trendata
will, at its discretion:
a. modify or arrange for modification of the Software in such a manner that as to put an end to
the infringement;
b. replace the Software with a functionally equivalent product; or
c. take back the Software from the Customer and pay the Customer a fee equal to the Fee paid
for a period of one year.
8.9 Trendata declares that, to the best of its knowledge, the design of the Software does not infringe
any third-party intellectual property rights that apply in the Netherlands.
Article 9 – Warranties
9.1 Trendata warrants that the Software will function in accordance with the Specifications during the
term of this Agreement.
9.2 If Trendata is unable to resolve Defects in the Software, it may terminate this Agreement in
accordance with Article 13.3.
9.3 The warranty set out in Article 9.1 lapses if and insofar as Trendata demonstrates that the
Defects were caused by changes made or maintenance carried out by or on behalf of the
Customer.
9.4 Trendata does not warrant that the Software made available to the Customer is suitable for the
actual or intended use by the Customer. Trendata also does not warrant that the
information/reports generated by the Software are correct.
9.5 Trendata does not warrant that the Software is free of errors or is free of viruses or other harmful
code. Trendata also does not warrant the reliability of the Software’s performance, including any
antivirus or antispam functions.
Article 10 – Regulations
10.1 Trendata will ensure that at the start of the use the Services, if applicable, comply with the laws
and regulations that apply in the Netherlands to which Customer is subject or with which it must
comply.
10.2 Trendata will incorporate new provisions of the laws and regulations referred to in Article 11.1, or
provisions issued on that ground, insofar as they are relevant to the Services, so that the
Services continue to comply with those provisions.
10.3 The Customer must notify Trendata of all the laws and regulations referred to in Articles 10.1 and
10.2.
10.4 If the provisions of Articles 10.1, 10.2 and 10.3 are directed at the Customer and Trendata cannot
implement them until the Customer has implemented or elaborated the obligations that apply to it,
the obligation arising from these provisions does not apply until the Customer notifies Trendata In
Writing of the manner in which this implementation has taken place. Insofar as it may reasonably
be required to do so, the Customer will also state in what manner these provisions affect the
Services.
10.5 Insofar as regulations and other obligations as referred to in this Article 10 are not unequivocal
and require interpretation, Trendata will rely insofar as possible on the information made available
by the Customer. In the event of differences of interpretation or other differences of opinion
regarding the practical implementation of the Services that affect Trendata’s efforts to standardise
the resources it uses for the Services, the parties will consult to find a solution.
10.6 Trendata will pay the costs of changes to the Services, insofar as they are the result of changes
in accordance with generically applicable provisions. Generically applicable provisions are
provisions that are not specifically directed at the Customer, but rather at a significant section of
the parties comparable to the Customer.
10.7 If the Customer instructs Trendata to make changes to the Services, for instance to adapt the
Services to regulations that specifically apply to the Customer, Trendata will carry out such an
instruction at an hourly rate of €170.
10.8 Insofar as regulations obligate the Customer to inform supervisory bodies about obtaining
permission to outsource activities and processes, as provided for in this Agreement, the
Customer is exclusively responsible for their performance. Trendata will make the necessary
information available to the Customer and will cooperate insofar as that may reasonably be
expected of it under this Agreement.
Article 11 – Privacy
11.1 Definitions:
GDPR: Regulation (EU) 2016/679, also referred to as the General Data Protection Regulation.
Data Subjects: the natural persons whose Personal Data is processed.
Data Breach: any breach of security that accidentally or unlawfully leads to the destruction, loss,
alteration or unauthorised disclosure of, or unauthorised access to, Personal Data transmitted,
stored or otherwise processed.
Data Protection Law: any applicable national, international and EU laws and regulations,
including the GDPR, or binding codes of conduct, that contain rules relating to the protection of
Personal Data of natural persons.
Personal Data: any information relating to an identified or identifiable natural person, where an
identifiable person is a natural person who can be directly or indirectly identified.
Subprocessor: an organisation that processes Personal Data on behalf of the Processor, without
being subject to its direct authority.
Controller: an organisation that, solely or together with other parties, determines the purposes
and means of processing Personal Data.
Process: an operation or set of operations involving Personal Data, or a set of Personal Data,
whether or not carried out through automated processes. For the purposes of this Agreement,
this definition includes all verb forms of ‘Process’.
Processor: an organisation that processes Personal Data on behalf of the Controller.
11.2 This Article 11 applies if Trendata Processes Personal Data on behalf of the Customer in the
performance of this Agreement. In that case, the Customer is deemed to be the Controller and
Trendata is deemed to be the Processor. Trendata will comply with all obligations arising from
Data Protection Law and this Agreement that apply to it, whereby this Agreement also serves as
a Data Processing Agreement within the meaning of Article 28 of the GDPR.
11.3 If a separate data processing agreement forms part of this Agreement and deviates from this
Article, the provisions of that separate data processing agreement prevail over the provisions of
this article.
11.4 All obligations of Trendata arising from this article also apply to parties that Process Personal
Data under the authority or in the employment of Trendata.
11.5 Trendata may engage Subprocessors to Process Personal Data. In such cases, Trendata
warrants that those Subprocessors fully comply with this article and Trendata remains fully
responsible and liable for the provisions of this article. Trendata will provide a complete list of
Subprocessors at the Customer’s first request.
11.6 Trendata – and any party acting under its authority who has access to Personal Data – will
Process Personal Data only for the benefit of and on behalf of the Customer. Trendata will in no
event Process Personal Data for its own or other purposes. Trendata will notify the Customer
immediately if, in its opinion, instructions from the Customer violate Data Protection Law. The
types of Personal Data, duration of the processing, categories of individuals, access levels,
subject matter, purposes and nature of the processing are set out in Schedule 2.
11.7 Trendata will treat Personal Data as strictly confidential. Trendata may not disclose or provide
Personal Data or make them available to third parties in any manner, unless Trendata has
obtained prior Written consent from the Customer or provisions of mandatory law requires
disclosure.
11.8 Trendata will use reasonable efforts to ensure that Personal Data is complete and accurate at all
times.
11.9 Trendata will take all appropriate technical and organisational measures to ensure a risk-
appropriate level of security to protect Personal Data from destruction, loss, alteration,
unauthorised disclosure or access to transmitted, stored or otherwise processed Personal Data,
either accidental or unlawful. Trendata will also impose the obligation to take appropriate
technical and organisational measures and the obligation to maintain confidentiality on its
employees and other parties that are lawfully authorised to access Personal Data. The measures
referred to above are set out in more detail in Schedule 2 and Article 12.
11.10 Without the Customer’s prior Written consent, Trendata will not Process, provide, access or
transfer Personal Data to a country outside the European Economic Area if that country does not
offer an adequate level of protection with respect to Personal Data.
11.11 Trendata will not retain Personal Data any longer than is necessary for the performance of its
obligations under this article. After the retention period, Trendata will anonymise or delete the
Personal Data, unless the law requires a longer retention period and there are grounds for the
processing.
11.12 Provisions in general or special terms and conditions of Trendata regarding the protection of
Personal Data that differ from the provisions of this Article do not apply.
11.13 At the Customer’s first request, Trendata will promptly and fully cooperate with the Customer to
allow Data Subjects to exercise their rights with respect to the processing of Personal Data in
accordance with Articles 12 to 23 of the General Data Protection Act, including the right to
information, inspection, deletion (including the right to be forgotten), rectification, portability,
objection and rights with respect to automated individual decision-making, including profiling.
Article 12 – Security
12.1 Trendata is responsible for the operational management of the authorisation regarding the access
security and tools used at Trendata.
12.2 The Customer is liable for the consequences of the actions of persons to whom the Customer
gives access to the Software through authorisation.
12.3 Without Trendata’s prior Written consent, the Customer expressly may not give third parties –
including online agencies engaged by the Customer – access to the Software.
12.4 Trendata is responsible for identifying unauthorised access, or attempted access, to the Software.
If Trendata detects unauthorised access or access attempts, it will take the necessary measures
to minimise any damage and try to prevent recurrence. The unauthorised access or access
attempts and all measures taken will immediately be reported to the Customer.
12.5 If Trendata intends to make changes to the Software or changes in the security that affect the
security arrangements made with the Customer, Trendata will notify the Customer in advance
and reach agreement with it. The Customer must give its approval In Writing for changes in the
security that may adversely effect the Customer. The above excludes measures that, due to the
nature of the steps to be taken, must be taken immediately to adequately address new or existing
aspects of security.
12.6 The Parties must inform their employees or third parties engaged by them of the applicable
information security regulations at the start of this Agreement. The Parties undertake to instruct
their employees or third parties engaged by them correctly and completely, to ensure that the
latter regulations are correctly observed.
12.7 The Customer must make every effort to ensure that the use of Software by employees of the
Customer does not lead to virus infection. Trendata will make every effort to ensure that the
Software remains free of viruses.
12.8 Trendata has taken the technical and organisational protection measures listed in Schedule 3
with regard to the processing of personal data.
Article 13 – Duration and termination
13.1 This Agreement commences today and ends after a period of one year. After this initial period,
this Agreement will be automatically prolonged for subsequent periods of one year, unless
terminated prematurely in accordance with article 13.2.
13.2 The Parties may terminate this Agreement at the end of the initial period (and thereafter, at the
end of each subsequent period of one year) subject to a one-month notice period.
13.3 Trendata may terminate this Agreement (in whole or in part) out of court with immediate effect, by
means of a Written notice, in the following cases:
a. if the Customer fails to make payment (or timely payment) or fails to comply with any other
obligation under this Agreement;
b. if the Customer acts in breach of intellectual property or other rights of third parties or
applicable statutory regulations;
c. if the Customer makes improper use of Trendata’s Software, property or services, expressly
including the disclosure of data, information or results generated through the Software, if this
is done without the Customer’s prior Written consent and without naming the Customer;
d. if the Customer hinders the provision of services by Trendata to parties other than the
Customer by the way in which it uses the Software;
e. if the Customer disseminates information that discriminates on the basis of appearance, race,
religion, gender, culture or origin; or
f. if all or part of the Customer’s business is transferred to a third party.
13.4 A party may dissolve (ontbinden) this Agreement with immediate effect (in whole or in part) out of
court by means of a Written notice, without this giving rise to any liability towards the other party
and without prejudice to any other right of the party invoking the dissolution, if one of the following
circumstances occurs:
a. a petition in the other party’s bankruptcy is filed;
b. the other party is declared bankrupt;
c. the other party is granted a suspension of payment (provisional or otherwise); or
d. the other party’s business is terminated.
Article 14 – Fees
14.1 The rates for the Services to be provided by Trendata are set out in Schedule 4.
14.2 An annual or monthly instalment will be invoiced in advance for the use of the Software. Any
additional costs resulting from additionally purchased Services will be calculated and invoiced in
arrears in accordance with the overview in Schedule 4.
14.4 Maintenance of and Updates to the Software used for the Services is included in the fee specified
in Schedule 4.
14.5 Trendata may adjust the agreed prices and rates by means of a Written notice to the Customer in
accordance with the Services Price Index (SPI). Trendata may furthermore adjust prices and
rates as a result of changing market circumstances, but no more than once per twelvemonth
period of this Agreement.
Article 15 – Invoicing and Payment
15.1 All costs under this Agreement must be invoiced and paid in euros.
15.2 Taxes, levies and other additional costs due on the fee are included in the fees specified in
Schedule 4.
15.3 A single monthly amount is payable by the Customer for all the performances and rights to which
the Customer is entitled under this Agreement, subject to additional fees under this Article 15.
15.4 Trendata is entitled to additional compensation if the Customer (i) has given reasonable
instructions that Trendata has followed; (ii) fails to provide the agreed cooperation in full and in
time; or (iii) reports changes or events that have demonstrably required Trendata to perform more
work.
15.5 Trendata will charge the Customer any amounts payable by the Customer under this Agreement
that fall outside the agreed fixed fee under Article 15.3 on the basis of subsequent costing,
properly itemised in accordance with the fees set out in Schedule 4.
15.6 The Customer will pay invoices to Trendata within 30 days after receipt of the invoice. Any right of
settlement, set-off, discount or suspension by the Customer, by any name, is excluded, except in
the event of a claim against Trendata that Trendata has acknowledged In Writing and that is
immediately payable.
15.8 If the Customer fails to pay amounts due within the agreed period, the statutory commercial
interest is payable by the Customer on the outstanding amount, without any notice of default
being required. Trendata may then also suspend its Services and block access to the Software. If
the Customer fails to pay the claim after being given notice of default and does not dispute the
invoice in a valid manner, Trendata may pass on the claim to a third party, in which case, in
addition to the total amount due, the Customer is also liable for all extrajudicial and judicial costs,
including all costs charged by external experts in addition to the costs established in court, related
to the collection of the debt or other legal action.
Article 16 – Liability
16.1 Except in the event of death, physical injury, intent or gross negligence on the part of Trendata,
Trendata is in no event liable for damage incurred by or in connection with goods supplied or
services provided by Trendata.
16.2 Even if Trendata is liable, it is in no event liable for indirect damage, trading loss or other
consequential loss, including but not limited to loss of data, loss of turnover or profit, lost savings,
loss of reputation or goodwill, or liability of the Customer towards third parties.
16.3 Trendata’s total liability is in any event limited to reimbursement of direct damage to property up
to the amount of the price agreed for the PMC in question (excluding VAT), whereby the price
agreed for the PMC in question is set at the total of the fees agreed for a maximum of 100 days.
16.4 Trendata is not liable for the proper and uninterrupted functioning of the telecommunications
infrastructure and peripheral equipment used, or for failure or unavailability of the Internet or
websites or computer systems of Trendata, the Customer or third parties. This includes but is not
limited to failures in connections with Internet or other providers, inaccessibility of the website of
the Customer or third parties (including partners), exclusion of the Customer’s website by search
engine providers, failures in telecommunication connections, full capacity of dial-in lines, loss of
electricity, and other failures.
16.5 Trendata is also not liable for loss resulting from outages or inaccessibility as a result of
reasonably necessary maintenance of Trendata’s or third parties’ systems, or of Trendata’s or
third parties’ host service provider.
16.6 Trendata is not liable for any damage in the event and as a result of use, removal or restriction of
the Software and its use as referred to in this Agreement.
16.7 The Customer is liable for all use made of the Services or goods delivered or provided by
Trendata, and indemnifies Trendata for all damage and liability resulting from such use.
16.8 Trendata is in no event liable for acts or omissions on the part of the Customer based on
information provided by Trendata.
16.9 Trendata is in no event liable as a result of a decision of any of its suppliers to cease the
provision of data. In such a case, Trendata reserves the right to execute the order based on
other, equivalent data or information.
Article 17 – Indemnifications
17.1 The Customer indemnifies Trendata against all third-party claims, on any ground, related to or
arising from the Software or its contents and use, or other services or goods (including liability for
infringement of intellectual property rights) and will compensate Trendata for all costs, damage
and fines arising from such claims.
17.2 The Customer indemnifies Trendata against all third-party claims regarding the processing of
data, including personal data, provided by or on behalf of the Customer. The Customer is
responsible for the content of the data.
Article 18 – Force majeure
18.1 In the event of force majeure due to circumstances beyond the control of the parties (such as fire,
flood, frost, lightning, labour disputes, strikes or disturbances (both at Trendata and at third
parties, such as telecommunication or Internet providers, data transport providers, partner
websites, or other Trendata websites), mobilisation, seizure of goods, trade blockade, lack of
means of transport, and general use of stocks) that prevent the undisrupted functioning or
accessibility of the Software or other services, or that make it unreasonably expensive, any
obligation to perform will be suspended for a period equal to the duration of those circumstances.
Trendata also cannot be held liable for extraordinary circumstances preventing performance of
this Agreement, such as unforeseeable delays at Trendata or other third parties on which either
party is dependent, which cannot be attributed to either party.
18.2 If fulfilment of the obligation in question has become impossible as a result of the events referred
to in paragraph 1 of this article for a period of more than three (3) months, either party may
terminate this Agreement by express Written notice, without any judicial intervention being
required.
18.3 If Trendata was unable to perform this Agreement in a timely or proper manner due to force
majeure, it may perform this Agreement at a later date or regard this Agreement as dissolved
(ontbonden). The Customer cannot claim compensation from Trendata in the event of force
majeure.
18.4 The sending of data and information via data communication lines, such as telephone lines, cable
or wireless connections, is the responsibility of and at the risk of the party using that method of
communication. If a party uses data communication lines, its risk is limited to the warranties and
liabilities provided and covered by the network provider or other provider in this respect, unless
the party responsible is liable on the grounds of a demonstrable fault of that party.
Article 19 – Transfer
19.1 The Customer may not transfer the rights under this Agreement to a third party without Trendata’s
prior Written consent.
Article 20 – Confidentiality
20.1 Each party must take all reasonable measures to safeguard the confidentiality of confidential
information insofar as possible in connection with the performance of this Agreement. In this
context, the Parties may share such confidential information only within their own organisation on
a need-to-know basis.
20.2 However, Trendata may publicly disclose that the Customer has purchased a service or services
from it, using the Customer’s logo.
20.3 Each Party may disclose confidential information if and insofar as required by law, stock
exchange regulations or other regulations. The disclosing party must reasonably inform the other
party and provide a copy of the information before it is disclosed.
Article 21 – Other provisions
21.1 The general terms and conditions of the parties or any third parties do not apply.
21.2 If any provision of this Agreement is invalid, unlawful or unenforceable, that will not affect the
validity of the remaining provisions. The parties will consult on a new provision to replace the
invalid or unenforceable provision that is as closely as possible in keeping with the invalid or
unenforceable provision.
21.3 Notices that the parties give to each other under this Agreement must be In Writing.
21.4 Any oral undertakings and agreements will have no effect unless confirmed In Writing by a party.
21.5 A Party’s failure to exercise any right or exercise any remedy will not constitute waiver of that
right or remedy.
21.6 Provisions that by their nature are intended to survive termination or expiry of this Agreement will
survive such termination or expiry.
21.7 Trendata may engage third parties in the performance of this Agreement.
21.8 Trendata may transfer its rights and obligations under this Agreement to a third party or third
parties. The Customer hereby grants irrevocable consent for any such future contract takeover by
a third party of Trendata.
Article 22 – Formation of this Agreement, dispute resolution and applicable law
22.1 The parties agree that agreements made between the parties via electronic data traffic will be
regarded as Written and binding, and that information sent via electronic data traffic has binding
evidential value in any legal proceedings with respect to the agreements that apply between the
parties, save for evidence to the contrary to be provided by the party arguing that the evidence is
unreliable.
22.2 The Parties agree that in the event of inconsistency between the content or form or the time of
dispatch/receipt of an electronic message sent by the Customer, or any data present on the
Customer’s systems and the content or form or the time of dispatch/receipt of the message
received by Trendata, or the information present on Trendata’s systems, whether or not in
combination with any related relevant data in Trendata’s records or electronic databases, will
constitute compelling evidence in any legal proceedings, save for evidence to the contrary to be
provided by the party arguing that the evidence is unreliable.
22.3 This Agreement and the obligations in question are governed exclusively by Dutch law.
22.4 All disputes that may arise between Trendata and the Customer as a result of an Agreement
entered into by Trendata or as a result of further Agreements will be settled exclusively by the
competent court of Amsterdam.
Article 23 – Schedules
23.1 This Agreement contains the following Schedules:
Schedule 1 – Software specifications
Schedule 2 – Specification of personal data to be processed
Schedule 3 – Technical and organisational security measures
Schedule 4 – Prices and fees
23.2 The Schedules form an integral part of this Agreement. In the event of conflict between the
Schedules and this principal agreement, the provisions of this principal agreement prevail.
Schedule 1 – Software specifications
1. Introduction
This article outlines the terms and conditions for accessing the Trendata web application.
Trendata provides insights and forecasts into market demand and target audience needs based
on search data, allowing users to gain an accurate understanding of the market.
2. Access Requirements
To use Trendata, you need the following:
2.1 Network Connection: a stable and reliable internet connection
2.2 Web Browser: a compatible browser, such as Mozilla Firefox, Google Chrome, Microsoft
Edge or Apple Safari
2.3 Screen Resolution: a minimum screen resolution of 1280 x 800 is recommended for
optimal viewing and usability
3. Usage and Responsibilities
By using Trendata, you agree to:
3.1 Authorized Use: access to and use of Trendata for personal or business data analysis
purposes only. Unauthorized use is strictly prohibited
3.2 Compliance with Laws: adhere to applicable laws and regulations regarding data privacy,
intellectual property rights, and data collection, storage, and processing
3.3 Data Accuracy: understand that Trendata relies on third-party sources and algorithms,
and the accuracy of the data cannot be guaranteed. Verify and validate the data before
making decisions
3.4 Technical Support: Trendata will provide reasonable technical support, but interruptions
and technical issues may occur
4. Termination of Access
Trendata reserves the right to terminate or suspend access for misuse or violation of terms
without prior notice.
5. Amendments to this Agreement / Schedule
Trendata may update this Agreement and the Schedules, and continued use of the application
constitutes acceptance of any changes.
Schedule 2. Specification of personal data to be processed
Contact Information and User Credentials
Name, employer, title, email address, physical address, phone number, and other contact
information. These details are necessary to facilitate communication and provide our services
effectively.
Company Information
Trendata may also collect and store company-related data, such as company names, industries,
market segments, company size, and location information. This information allows us to provide
relevant insights and analysis related to the User’s business context.
Payment and Billing Information
If purchases are made through the Trendata platform, transaction data be stored. This includes order
information, payment details, and billing information. Storing transaction data ensures smooth
processing of orders and enables proper invoicing and financial record-keeping.
Demographic Information
If available and provided by the user, Trendata may store demographic data, including gender,
nationality, and language preferences. These details help us tailor our services to better suit
individual users’ needs.
Event Information
Registration of information related to your attendance at Events, including travel and contact
information, scheduling information, food preferences or allergies and accessibility requests.
Search Queries
The search text submitted by users of the Solutions when using our natural language processing
functionality.
Online Identifiers
Internet protocol address or location data when you access the Website or Platform.
Device Information and Usage
Device settings, attributes, identifiers, and interactions when you access the Website or Platform.
Employment Application Information
Employment history, employment status, education and other background information in connection
with an application for employment with Trendata.
Schedule 3. Technical and Organisational Security Measures
At Trendata, we prioritize the privacy and security of our customers. We understand that personal data is
sensitive information and therefore implement technical and organizational measures to ensure its
adequate protection within our solution. In this article, we will describe how Trendata safeguards personal
data.
Technical Measures
1. Data Encryption: Trendata utilizes advanced encryption technologies to protect personal data
during transmission and storage. All data transmitted between the Customer and our servers is
encrypted using SSL/TLS protocols. Additionally, personal data stored in our databases is also
encrypted.
2. Access Control: We employ strict access control measures to ensure that only authorized
personnel have access to personal data. This includes the use of strong passwords, and limited
access rights based on staff roles. In the future, we are planning to implement two-factor
authentication.
3. System Monitoring: Our Platform is continuously monitored to detect any suspicious activities or
unauthorised access. We employ advanced security measures such as firewalls, intrusion
detection systems, and logging to identify and prevent potential security breaches.
4. Regular Security Audits: We conduct regular internal security audits to assess the effectiveness
of our security measures. This allows us to proactively identify and address any vulnerabilities or
weaknesses in our systems.
Organisational Measures
1. Data Minimization: Trendata limits the collection and retention of personal data to what is strictly
necessary for the provided Services. We process personal data only based on the instructions
and consent framework of our Customers.
2. Training and Awareness: We ensure that our staff is knowledgeable about privacy and security
practices. We provide regular training and awareness programmes to ensure that our employees
understand how to protect personal data and how to handle security incidents.
3. Data Sharing and Transfers: Trendata does not share personal data with third parties unless
necessary for providing the Services or to comply with legal obligations. We ensure that any third
party with access to personal data adheres to robust data protection standards.
4. Incident Response: In the event of a security incident or data breach, Trendata has established
an incident response plan to promptly and effectively address the situation. We notify our
Customers and relevant authorities as required by applicable laws and regulations.
Security of Your Personal Information
Trendata implements physical, administrative, and technical safeguards designed to protect your
Personal Information from unauthorised access, use, or disclosure. Trendata also contractually requires
that its Customers protect such information from unauthorized access, use, and disclosure. However, you
should know that no company, including Trendata, can fully eliminate security risks associated with
Personal Information. Furthermore, the Internet cannot be guaranteed to be 100% secure, and Trendata
cannot ensure or warrant the security of any Personal Information you provide to us.
At Trendata, we are committed to maintaining the confidentiality, integrity, and availability of personal
data within our solution. By implementing rigorous technical and organizational measures, we strive to
protect personal data from unauthorized access, disclosure, alteration, or destruction.
Schedule 4. Prices and fees
Services
Default pricing per PMC – Product Category per Country | € 250 month
Consultancy fees | € 170 hour
Data analyst fees | € 170 hour
