BENCHMARK PLACE TERMS AND CONDITIONS
The website available at https://iia.ez2xs.com (hereafter the “Benchmark Place Platform” or the “Platform”) is provided by IIA NETHERLANDS & IFACI.
Services provided by IIA NETHERLANDS & IFACI
IIA NETHERLANDS & IFACI have contributed to the development of, and are licensing the Benchmark Place Platform to its members. The Benchmark Place Platform includes two applications, the Ambition Model and a Scorecard. The purpose of the Platform is to allow the IIA NETHERLANDS & IFACI members (hereafter, “you” or the “Members”) who are registered on the Platform to enter generic data regarding their audit practice and share this data with the other registered Members (“Content”).
These terms and conditions (“Terms and Conditions” or “Contract”) set forth the provisions under which the Members may access and use the Benchmark Place Platform.
Acceptance of the IIA NETHERLANDS & IFACI Terms and Conditions
Effective date of this Agreement and updates
This Agreement is effective as of 01 June 2020.
We reserve the right to amend these Terms and Conditions from time to time by posting the new version online. The updated version shall then become effective fifteen (15) days after its first posting. A notice informing our Members of the updated version of the Terms and Conditions will be posted on the home page of the Platform and sent to our registered Members. If you refuse the updated version of the Terms and Conditions, you may no longer use the Benchmark Place Platform at the end of this 15-day notice period.
Capitalized words and expressions appearing in parenthesis in the Terms and Conditions shall have the meaning given in the relevant paragraph.
Article 1. Platform use and Member registration
You must register on the Benchmark Place Platform prior to start using the Platform. The use of the Platform is subject to your reading, understanding and agreeing to the terms set forth in the Terms and Conditions. When you register on the Platform, you agree to provide full, accurate and up-to-date contact information.
Should your account be closed further to your breach of this Agreement, you will no longer be authorized to use the Benchmark Place Platform.
Article 2. Intellectual property and User license
2.1 Intellectual property. IIA NETHERLANDS & IFACI are duly authorized to license the Benchmark Place Platform to the Members. The Benchmark Place Platform, including the concept, its structure, content, functionalities, graphic interfaces and all the other Platform components, including the Applications are protected by the provisions of the Dutch & French code of intellectual property and by all the other national and international intellectual property laws and regulations.
2.2 Benchmark Place Platform license. The Benchmark Place Platform includes the Ambition Model and the Scorecard Applications. For the Term of this Agreement, IIA NETHERLANDS & IFACI grant you a personal, non-exclusive and non-transferable right to use the Benchmark Place Platform exclusively for your personal use on your computer or mobile device (“Device”). No other use of the Benchmark Place Platform is allowed.
You may display the Benchmark Place Platform and the Applications on your Device only, exclusively as authorized herein.
Any unauthorized reproduction, dispatch, display or use of all or part of the Benchmark Place Platform or of any Application in any format or on any device other than your Device without the prior written consent of IIA NETHERLANDS & IFACI is prohibited and would constitute an infringement as punished pursuant to articles L.335-2 et seq. of the French code of intellectual property.
In addition, you will (a) not use the Platform, or provide access to the Platform to any other party, (b) not alter, reverse engineer, disassemble, decompile or copy the Platform, (c) limit access to the Platform to your employees, colleagues and consultants who require access in connection with your permitted use thereof and who are registered on the Benchmark Place Platform, (d) take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Platform, and (e) not disclose to any party and not use (except for the use of the Platform as permitted by this Agreement) any of the content, methods or framework of the Platform, including without limitation any of the foregoing embodied in any Content submitted through the use of the Platform.
2.3 Content submitted by Members. You hereby grant to IIA NETHERLANDS & IFACI a worldwide, royalty-free license to use the anonymized Content that you submit on Benchmark Place Platform. Such permitted use includes the right for IIA NETHERLANDS & IFACI and our licensors to use the anonymized Content for research, reporting, purposes,. IIA NETHERLANDS & IFACI will make sure the system will automatically anonymize any identifiable data (such as name of company or names of individuals).
3.1 GDPR. Processing of the personal data of our registered Members is subject to the European 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 (the “GDPR”) and to the French Act n°78-17 of 6 January 1978 on Information technology, Data files and Civil liberties, as amended (the “Information Technology Act”), (hereafter, the “Privacy Regulation”). Personal data refers to any information regarding a natural person who can be directly or indirectly identified (“Personal Data”).
Pursuant to the Privacy Regulation, IIA NETHERLANDS & IFACI are the data controller of your data processing collected upon your registration and during your use of the Benchmark Place Platform.
3.2 Personal data collection and purposes
3.2.1 Personal Data collected. When a Member creates a user account and uses the Benchmark Place Platform, we collect the following Personal Data:
– your family name, given name;
– your employer name, professional email address;
– content that you submit to the Platform if it contains identifiable data.
Mandatory fields in the registration form are identified with an asterisk.
3.2.2 Purpose of the data processing. Personal Data are collected for the following purposes: registration on the Benchmark Place Platform and use of the Platform.
3.3 Legal basis for the data processing. Your data processing is based on your consent upon the creation of your account on the Benchmark Place Platform.
3.4 Data transfers
3.4.1 Transfers for external data processing. IIA NETHERLANDS & IFACI may transfer your Personal Data to third party service providers who are duly authorized and trustworthy to process the data on behalf of and pursuant to the instructions of IIA NETHERLANDS & IFACI (e.g. technical and hosting service provider).
Our third party technical and hosting service providers are located in France or in the European Union.
IIA NETHERLANDS & IFACI do not transfer Personal nor Organizational Data to third parties for marketing or commercial purposes.
3.4.2 Transfers for legal purposes. IIA NETHERLANDS & IFACI reserve the right to transfer the Personal Data of a Member in the following cases:
– legal obligation, application of a regulatory provision or of a court decision, or when such communication is necessary for the purpose of an investigation, injunction, or legal proceedings, in France or abroad, or
– to perform this Agreement and to protect the company against any violation to the rights, property or security of IIA NETHERLANDS & IFACI or of other Members, in application of the law.
3.5 Technical and organisational security measures. To ensure the security of Personal Data and their processing, IIA NETHERLANDS & IFACI implement technical and organisational measures to prevent any unauthorized access or disclosure, modification, alteration, accidental or illegal loss, or destruction. All our employees, as well as the service providers’ employees must enter into an agreement to comply with the security rules regarding data protection.
Your connection id to access the Benchmark Place Platform is strictly personal and confidential. For security reasons regarding the use of your account, you shall not disclose your id to third parties. You shall also be solely liable for all the consequences, whether contractual, financial or any other consequences which may result from third parties using your connection id. We reserve the right to suspend your account if we have reasons to think that your connection id was hacked or used without your knowledge.
3.6 Member’s rights. Each Member whose Personal Data have been collected benefits from the following rights: the right of access to and rectification, the right to object, the right to purpose limitation, the right to data portability, the right to erasure of Personal Data, the right to object to a decision made exclusively of an automated processing (decisions based on profiling).
You may withdraw your consent at any time by expressly requesting to cancel your Member account.
3.6.1 Right to data portability. The right to data portability allows you to recover part of your Personal Data to store them or to transfer them easily from an information system to another to be reused for personal purposes. The data include Personal Data disclosed by you at the time of registration and the data generated during the period of use of the Platform. You can recover your Personal Data by sending an email to email@example.com or firstname.lastname@example.org. IIA NETHERLANDS & IFACI will request that you send a copy of an ID document for identification. IIA NETHERLANDS & IFACI shall use this document for authentication purposes only and will destroy it as soon as the purpose has been fulfilled. IIA NETHERLANDS & IFACI shall send the data files allowing you to access the data by email.
3.6.2 Exercise of the other user rights. The rights can be exercised by sending an email to email@example.com or firstname.lastname@example.org or writing to IIA NETHERLANDS & IFACI at Burgemeester Stramanweg 102A, 1101 AA Amsterdam, The Netherlands or 98 bis boulevard Haussmann – 75008 Paris, France.
If you think that your privacy rights are not observed or that the access control process is not compliant with the Privacy Regulation, you may send a claim online or via mail to the supervisory authority (CNIL).
3.8 Data storage period. Personal Data are collected and stored for the period of use of the Benchmark Place Platform. Pursuant to applicable law, your Personal Data are stored for a period of three years from your last activity on the Platform. IIA NETHERLANDS & IFACI may also keep Personal Data after the end of use of the Platform to comply with applicable laws for claims management, in case of a dispute or to defend its interests.
3.9 Account closure and data deletion. You may close your account at any time. At the time of the account closure, we may keep Personal Data as authorized by law and as necessary in case of a dispute between you and IIA NETHERLANDS & IFACI, or another Member. Your Personal Data will be deactivated and will no longer be accessible online. Your Data will be erased according to the rules of data storage period as specified under the Data storage period paragraph.
Article 4. Maintenance of the Benchmark Place Platform
IIA NETHERLANDS & IFACI reserve the right to suspend access to the Benchmark Place Platform from time to time to perform maintenance on the Platform and/or on the servers. IIA NETHERLANDS & IFACI will use reasonable efforts to perform maintenance services during non-business hours and will attempt to limit the duration of maintenance service. In case of emergency maintenance, IIA NETHERLANDS & IFACI reserve the right to suspend all or part of the access to the Benchmark Place Platform to perform any required technical intervention.
IIA NETHERLANDS & IFACI may update the Benchmark Place Platform from time to time.
Article 5. No Member fees
Use of the Benchmark Place Platform is free of charge for members of IFACI, IIA Netherlands or sub-licensees Institutes.
Article 6. No Confidentiality
You acknowledge and agree that the Content that you submit to the Benchmark Place Platform is not confidential nor proprietary and that this Content will be consolidated for the purposes of the other Members of the Platform. You must ensure that the Content that you submit is generic and non-identifiable, and that you are duly authorized to submit it to the Benchmark Place Platform.
Article 7. Indemnification
7.1 You represent and agree that you are duly authorized to use the Benchmark Place Platform and share generic data on your professional audit practice and that you own all intellectual property rights on the Content which you may post on the Benchmark Place Platform, or that you are duly authorized by their rights owners to use and display such content.
7.2 You shall defend and indemnify IIA NETHERLANDS & IFACI (including its attorney’s fees) against any and all claims, losses, liabilities, costs and expenses, which IIA NETHERLANDS & IFACI may incur as a result of any third party actions (including your employer and/or clients) arising from or related to your breach of this Agreement, illegal Content, counterfeiting activities (including the infringement of a license, patent, trademark right or other intellectual property right of IIA NETHERLANDS & IFACI or of a third party), defamation or breach of any applicable law and regulation. This provision shall survive termination of this Agreement regardless of the reason.
The provisions of this article are exclusive of any other warranty or liability provisions and of any resulting indemnification.
Article 8. Illegal Content and Fraudulent behaviour
8.1 Provision of Content by Members. If you decide to submit Content on the Benchmark Place Platform, you shall: i) use the Platform pursuant to the provisions set forth herein; ii) only post decent, honest and reliable Content.
You shall not: i) disclose other Members or third party Personal Data; ii) post and disclose Content which is infringing, defamatory, obnoxious, obscene, offensive, violent or promoting violent behaviour, or political, racist, or xenophobic Content and generally any Content which would be contrary to the purpose of the Benchmark Place Platform, to the rights of third parties and to any applicable laws and regulations; iii) post, communicate or send any Content which may diminish, disorganize, or prevent the normal use of the Benchmark Place Platform, including but not limited to any interruption and/or slowdown of normal data transmission between Members via the Benchmark Place Platform, such as software, viruses, logical bombs, spamming, etc.; iv) post, communicate or send Content which includes links pointing to illegal or offensive third party websites or to websites which would be incompatible with the purpose of the Benchmark Place Platform.
IIA NETHERLANDS & IFACI reserve the right to remove any Content which would be in violation of this Agreement.
8.2 Fraudulent behaviour and damages to the integrity of the Benchmark Place Platform. You shall not: (i) use automated or manual processes to copy all or part of the applications or the services available on the Platform; (ii) use devices or software to disrupt or attempt to disrupt the smooth running of the Platform; (iii) implement any actions which could create a disproportionate burden on the Benchmark Place Platform or IIA NETHERLANDS & IFACI’s infrastructure.
In the event of fraudulent behaviour adversely affecting the running of the Benchmark Place Platform, you shall indemnify IIA NETHERLANDS & IFACI for the damages suffered by IIA NETHERLANDS & IFACI because of such fraudulent behaviour.
8.3 Notice and take down. You may notify IIA NETHERLANDS & IFACI should you find Content on the Benchmark Place Platform which includes information, photos or videos that are false, inappropriate or illegal so that IIA NETHERLANDS & IFACI may take such Content down. Illegal Content notices should be sent by email at email@example.com or firstname.lastname@example.org and include the relevant URL and the reason for sending the take down notice to IIA NETHERLANDS & IFACI.
Article 9. Limitation of liability
9.1 IIA NETHERLANDS & IFACI may not be held liable for any loss of profits, loss of use, business interruption, loss of data, loss of Content provided by Members, cost of substitute products or services or for any indirect damages of any kind in connection with or arising out of the performance or the failure to perform this Agreement, for the access or for any event making the access to the Benchmark Place Platform and/or to the applications impossible, such as slow connections, delayed or interrupted transmissions, data loss or disappearance, whether alleged as a breach of contract or in civil liability, including negligence, even if a party has been advised of the possibility of such damages. In addition, IIA NETHERLANDS & IFACI shall not be liable for any damages caused by delays in the delivery, provision of the services or making applications available on the Benchmark Place Platform. IIA NETHERLANDS & IFACI’s aggregate, cumulative liability under this Agreement shall not exceed €100 (one hundred euros).
9.2 IIA NETHERLANDS & IFACI shall not be liable for Content submitted by Members and other third parties and available on the Benchmark Place Platform.
Article 10. Limitation of warranty
10.1 Benchmark Place Platform. The Benchmark Place Platform is provided “as is”, without additional contractual warranty of any kind. IIA NETHERLANDS & IFACI specifically disclaims all warranties of fitness for a particular purpose. Further, IIA NETHERLANDS & IFACI do not warrant results of use or that the Benchmark Place Platform will be error-free or that the use of the Platform will be uninterrupted.
10.2 IIA NETHERLANDS & IFACI may not be held liable in the following cases: temporary service interruptions to update data files; non-voluntary operations difficulties or temporary interruptions, including, but not limited to electricity or communications failures; temporary service interruptions to ensure its smooth operation and/or to ensure software development to improve technical performance and/or to perform maintenance.
Article 11. Force majeure
IIA NETHERLANDS & IFACI may not be held liable in case of delays in performance resulting from external causes beyond its control and without fault or negligence from IIA NETHERLANDS & IFACI. Force majeure events shall include, without limitation, events admitted by the courts and natural disasters, acts of war, any disruptions to the public law and order, epidemics, fires, floods and other disasters, governmental acts, strikes, lock-outs and any electrical and technical problems external to the parties and preventing communication.
Article 12. Term of the Agreement and Termination
12.1 Term. This Agreement shall be effective from the date of your registration on the Benchmark Place Platform and acceptance of this Agreement by clicking on the “I agree” button. It shall remain in effect for the duration of use of the Benchmark Place Platform.
12.2 Termination. You may terminate this Agreement at any time by notifying IIA NETHERLANDS & IFACI of your decision to close your account.
12.3 Termination for cause. Should you be in breach of this Agreement, IIA NETHERLANDS & IFACI may notify you in writing of its decision to terminate the Agreement if you haven’t remedied the breach within thirty (30) days from receipt of the written notice. This Agreement may also be terminated by IIA NETHERLANDS & IFACI, effective immediately in the event of a material breach of this Agreement. Unless specified otherwise, termination notices will be sent to the email address provided by you.
Article 13. Additional provisions
13.1 Notices. Unless specified otherwise, any notice sent to IIA NETHERLANDS & IFACI shall be sent by registered mail, return receipt requested to IIA NETHERLANDS & IFACI’s registered address. Any notice sent to you shall be sent by email to the email address provided in your IIA NETHERLANDS & IFACI account. Notices shall be deemed received 24 hours after sending the email, unless the sender receives an invalid email address message in return. Notices may also be sent to you by registered mail, return receipt requested to the address provided in your IIA NETHERLANDS & IFACI account, in which case, notices will be deemed received 3 business days after sending the letter.
13.2 Non-waiver. Any failure by IIA NETHERLANDS & IFACI to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted as a waiver of IIA NETHERLANDS & IFACI’s right to enforce such provision, in that or any other instance.
Article 14. Governing Law and Jurisdiction
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE AND THE NETHERLANDS. IN THE ABSENCE OF AN AMICABLE RESOLUTION, FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, WITH RESPECT TO ITS SIGNATURE, ENFORCEABILITY, INTERPRETATION, PERFORMANCE OR TERMINATION, THE DUTCH & FRENCH COURTS SHALL HAVE EXCLUSIVE JURISDICTION, NOTWITHSTANDING MULTIPLE DEFENDANTS, CLAIMS IN WARRANTY, AND IN THE EVENT OF EMERGENCY OR CONSERVATORY PROCEEDINGS (“EN RÉFÉRÉ” OR “PAR REQUÊTE”).
Article 15. Entire Agreement
This Agreement, together with the recitals, states the entire agreement of the parties regarding the use of the Benchmark Place Platform, and supersedes any communications between the parties regarding such subject matter.