The general terms and conditions were last revised on the 27th of March 2025.

​General terms and conditions

These are the general terms and conditions of Fox Technology B.V., trading under the name of Billy Grace, having its principal office located at Professor Tulpstraat 18 (1018HA) in Amsterdam, the Netherlands and registered with the Chamber of Commerce under registration no. 85199761 (hereinafter referred to as “Billy Grace”). 

 

1. Definitions

In these general terms and conditions, all capitalised terms have the meanings defined in this article, both in their singular and plural forms.

 

1. Account: the username, password and any other means of authorisation required by an End User to log in to – and use – certain parts of the Services.
2. Agreement: the entire agreement between Billy Grace and the Customer, which includes, without limitation, Billy Grace’s offer, these general terms and conditions, and any data processing agreement entered into between the parties.
3. Confidential Information: any information that has been marked as being confidential, or that the receiving party should reasonably be able to understand is of a confidential nature.
4. Customer: any legal entity or natural person acting in the course of their profession or business who enters into an Agreement with Billy Grace.
5. Customer Data: any data stored by the Customer or individual End Users with the Services, or otherwise made available to Billy Grace by the Customer or End Users in the context of the Agreement.
6. End Users: any natural person using the Services or the Software, whether directly or through their Account.
7. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyright, database rights, rights to domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights as well as rights to know-how.
8. Materials: all websites, web applications, software, data, documentation, concepts, texts, images, opinions, reports and other products of the mind in the broadest sense of the word.
9. Services: all work that Billy Grace will perform for the Customer under the Agreement, as described in Billy Grace’s offer. These activities may include – among other things – (i) making the Software available via the internet, (ii) configuring the Software, and (iii) maintaining the Software.
10. Software: Billy Grace’s cloud-based software solution provided to the Customer under the Agreement, that enables the Customer to automate and analyse their store, as further described on the Website.
11. Website: Billy Grace’s website, accessible via http://www.billygrace.com, or related sub-domains.

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1A. Description of Services 

1. Billy Grace provides a cloud-based software solution designed to automate marketing budgets and bids in online advertising spaces. 
2. The Software offers insights and intelligence that customers can use to optimize their store’s performance and profitability.

2.  Applicability and formation of the Agreement​

1. The Agreement is concluded by completing the online ordering process and confirming the order on the Website and/or  third party app store or website. Payment is required immediately upon concluding the Agreement or upon creating an account that grants access to paid features or services, regardless of the implementation process, unless explicitly agreed otherwise in writing.
2. In addition to the provisions included below, the third party app store may impose conditions on obtaining the Software, using it, making payments and related matters. For this purpose, the Customer should refer to the terms of use, privacy statement, and any applicable terms and conditions of the relevant third-party app store or website. Billy Grace is not responsible for any terms, conditions, or policies imposed by third-party app stores or websites, nor for any consequences thereof. The Customer is solely responsible for reviewing and accepting the terms of use, privacy statement, and any applicable terms and conditions of the relevant third-party app store or website.
3. These general terms and conditions apply to all Agreements entered into between the parties, even if – in the event of a future offer – these general terms and conditions are not made available to the Customer again. The general terms and conditions of Billy Grace are always accessible and downloadable via https://www.billygrace.com/terms-conditions/. 

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3.  Performance of the Agreement​

1. Billy Grace will do its best to ensure that the Information and Materials provided to Customer are correct, but cannot provide any guarantees in this regard. Billy Grace accepts no responsibility for damage in any way caused by the use, incompleteness or inaccuracy of the information and Materials provided in the Software. It is the responsibility of the Customer to ensure that the output and results of the Software meet the Customer’s expectations and requirements.
2. Billy Grace is not obliged to implement or configure the Services on behalf of the Customer, unless explicitly agreed upon otherwise. 
3. Billy Grace is entitled to engage third parties in the performance of the Agreement. Any costs associated with this will only be at the Customer’s expense if this has been agreed in advance.
4. The Software can offer insights into your e-commerce store and purchase advertising space itself. The Customer is responsible for ensuring the accuracy of the information they enter while using the Software (such as bid parameters and limits) to achieve the desired outcomes. Billy Grace is not liable for any results arising from incorrect or incomplete information provided by the Customer. 
5. The Customer grants Billy Grace the right to use its logo and company name for marketing purposes, such as listing on the Billy Grace website and in promotional materials. 

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4. Accounts

1. In order to make use of the Services, the Customer and/or End User must create an Account via the Website. The Customer itself is responsible for ensuring that login details are treated confidentially. Accounts are personal and may not be used by multiple people.
2. Billy Grace may set a limit of up to 20 accounts for End Users that can access the Service.
3. All actions that are carried out via an Account will be at the Customer’s expense and risk. Billy Grace is entitled to assume that these actions have been carried out by the Customer itself or with the Customer’s consent.
4. If the Customer suspects or discovers that an Account is being misused, it must immediately take all necessary actions to prevent further misuse, such as changing the password. If the Customer is unable to take appropriate measures itself, the Customer must immediately notify Billy Grace, in order to enable Billy Grace to take the necessary actions.

​5. Rules of use

1. The Customer shall promptly provide Billy Grace with all information and assistance reasonably requested by Billy Grace to fulfil its obligations.
2. The Customer is fully responsible for all use of the Software and the Services by the Customer and End Users. The Customer shall ensure that such use complies at all times with applicable laws, does not violate any third-party rights (including Intellectual Property Rights), and does not constitute a tort against any third-party. Furthermore, it is explicitly forbidden to use the Software:
   1. to distribute malware or any other harmful software;
   2. to store or disseminate materials that infringe any intellectual property rights or other third party rights;
   3. to store or disseminate materials that are threatening, libelous, fraudulent, defamatory, obscene, pornographic, terroristic or offensive or in any other way illegal;
   4. in any manner that may cause hindrance for other users of the Software, or that may damage the systems and networks or reputation of Billy Grace, its licensors or other third parties.
3. The Customer warrants that any End Users that make use of the Software are bound by the rules of use of the Software.
4. Billy Grace is entitled to disclose the name, address and other identifying details of the Customer and/or End Users to a third party who claims their rights have been infringed by the Customer and/or the End User, provided that all applicable legal and/or judicial requirements are met.
5. The Software may contain hyperlinks to third party websites. Billy Grace is not responsible for the content of such websites. Use of any information or materials from third party websites shall be at your own risk.
6. Billy Grace is not responsible for any third party services that can be used via the Software. Use of these services shall be at Customer’s own responsibility and risk.
7. Billy Grace  is not liable for Customer Data stored or distributed using the Software or for the use made of the Software by Customer and/or its End Users. Customer indemnifies Billy Grace from claims of third parties, including Customer’s End Users, based on the assertion that the use of the Software by Customer and/or its End Users or Customer Data stored using the Software infringes its rights, constitutes a violation of the rules of use or is otherwise unlawful.
8. The Customer may only use the Software and the Services for its own internal business purposes and may not make the Services and/or the Software available to any third-party by sale, rent, sublicensing, timesharing or on any other basis nor use the Services and/or the Software for the benefit of any third-party on any basis including by reselling them or by combining them with the services provided by Customer to third-parties.
9. Billy Grace reserves the right to block any use of the Software and/or Services provided by Billy Grace if it determines that the Customer has violated these terms and conditions, any applicable law, or any third-party rights.

​6. Availability

1. Unless the Parties expressly agree otherwise in a service level agreement, the availability and the maintenance of the Software will always be on the basis of reasonable efforts and with due observance of the provisions of this article.
2. Billy Grace will endeavor to keep the Software available as much as possible but cannot guarantee uninterrupted and error free availability. Billy Grace will be entitled to take the Software temporarily out of operation for the purpose of maintenance activities.
3. If any obstruction, loss or other threat arises or may arise for the operation of Billy Grace’s computer systems or network or third-party computer systems or networks, for instance due to excessive sending, uploading or downloading of data, network attacks, poorly protected systems, or activities of viruses or other harmful software, Billy Grace reserves the right to take all measures that it deems reasonably necessary to avert or prevent this threat. Billy Grace will inform the Customer of this as soon as reasonably possible.
4. Billy Grace will make reasonable efforts to address and resolve defects within a reasonable timeframe. If a defect prevents the Customer from accessing the Software and/or Services or using material parts of its functionality, Billy Grace will make all reasonable efforts to provide at least a work around to allow Customer to resume use of the (affected part of) the Software and/or Services as soon as practical, which work around may require the Customer to temporarily accept to apply alternative working procedures or a reduction of minor functionality.  

7. Maintenance

1. Billy Grace actively maintains the Software. Maintenance activities that materially impact the availability of the Software will be announced in advance and, where reasonably possible, be scheduled during periods of low average usage. However, emergency maintenance may be performed at any time without prior notice.
2. Billy Grace reserves the right to add or change functionalities of the Software from time to time. Billy Grace shall, where reasonably possible, notify the Customer of any material changes to the Software within 30 days after their implementation. Minor changes that, in the opinion of Billy Grace, do not affect the functionality of the Software in a meaningful way, may be made without prior notice.
3. Billy Grace will not charge the Customer additional fees for new features made available through such changes, unless these concern new future features or functions for which Billy Grace also generally charges other users separately.

​8. Support

1. The Customer is encouraged to use Billy Grace’s helpdesk via the chat function for questions and support. The helpdesk offers efficient assistance and answers to frequently asked questions. 
2. If the Customer is unable to find a solution via the chat function of the Billy Grace helpdesk, they may contact the helpdesk by e-mail. Availability and up-to-date contact details are available on the Website. Billy Grace endeavors to respond to helpdesk requests as soon as reasonably possible.

​9. User limits

10. Billy Grace reserves the right to impose a limit on the Customer’s usage capacity within the scope of the Services on a monthly basis. Such limits may include, for example, a maximum number of Accounts, a specified amount of data storage, or network traffic.
11. If the usage limits are exceeded, Billy Grace may charge additional fees, or after providing written notice, restrict the Customer’s use of the Services to the permitted capacity. Use beyond the agreed usage scope by Customer without prior agreement entitles Billy Grace to invoice Customer for the additional usage made at Billy Grace’s then current standard pricing for such expanded use.
12. If no limit has been set for the capacity, a fair use policy will apply to the Services concerned. This means that the Customer may use a maximum of twice the capacity used by other Billy Grace average customers in similar circumstances.
13. Billy Grace is not liable for the consequences of the Services not functioning properly if the Customer exceeds the applicable usage limit, whether or not based on fair use.

10. Intellectual Property Rights

1. All Intellectual Property Rights in or related to the Software and the Services and other Materials developed or provided by Billy Grace under the Agreement, and any modifications thereto, including those suggested or requested to be made by Customer (but excluding any Customer Data) are and will remain to be fully and wholly owned by Billy Grace and its licensors.
2. Billy Grace acquires all Intellectual Property Rights, with the exception of Customer Data, which arise in relation to the Services and (use of) the Software. To the extent necessary, these Intellectual Property Rights are hereby transferred in advance by Customer to Billy Grace, for the moment at which the intellectual Property Rights arise. This transfer is hereby accepted by Billy Grace.
3. The Customer is granted  a non-exclusive, non-transferable and non-sublicensable right to use the Software and associated Materials for internal business purposes during the term of the Agreement.
4. The Customer is strictly prohibited from replicating, copying, or reproducing the Software and other Materials, in whole or in part, in any manner.
5. The Customer is forbidden from modifying the Software and other Materials or modifying or removing any indications of Intellectual Property Rights from these.
6. The Customer is expressly not entitled to access the source code or the source files of the Software and other Materials, except in those circumstances in which this is permitted pursuant to mandatory law.
7. The Customer is forbidden from reverse engineering the Software and other Materials (for instance through decompilation), except in those circumstances in which this is permitted pursuant to mandatory law.
8. Billy Grace can take technical and other measures to protect the Software or Materials. Where such security measures have been implemented, the Customer may not remove or circumvent these.
9. If the Customer acts in violation of this Article 10, the Customer shall forfeit to Billy Grace, without any prior notice of default being required, an immediately payable penalty of 25.000 EUR per violation, increased by 5.000 EUR for each day the violation continues. This penalty shall not affect Billy Grace’s right to claim full compensation for damages or to pursue other legal remedies.

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11. IP indemnity

1. Billy Grace represents that, to the best of its knowledge, the Software and Services provided do not infringe any third-party Intellectual Property Rights when used in accordance with the applicable terms. Billy Grace shall, as sole and exclusive remedy, defend the Customer at its expense against any claim from a third-party that the use of the Billy Grace Software and/or the Services by the Customer infringes any third-party ‘s Intellectual Property Rights.
2. Billy Grace shall pay all costs, damages and attorney’s fees that a court finally awards as a result of such a claim or make all payments related to a settlement agreed by Billy Grace with such third-party concerning such claim, provided that:
   • A. Such claim is not in any way caused by any Customer Data or any act or omission of the Customer or End User;
   • B. Customer promptly notifies Billy Grace in writing of such claim; and
   • C. allows Billy Grace to control, and fully co-operates with Billy Grace in, the defense against such claim and any related settlement negotiations.
3. If a claim for infringement of Intellectual Property Rights of a third party is made or in the reasonable opinion of Billy Grace is likely to be made then, at Billy Grace ‘s option:
   • A. Billy Grace will procure a license from the holder of the relevant Intellectual Property Rights to enable the Customer to continue to use the Software and/or the Services ; or
   • B. Billy Grace will replace the relevant part to the Software and/or the Services with a modified version thereof, which does not infringe the third-party Intellectual Property Rights; or
   • C. Billy Grace may terminate the Agreement against a proportional repayment of the fees pre-paid by the Customer for unused portions of the use of the Software and/or Services.

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12. Customer’s Data and Privacy

1. All rights to the Customer Data shall remain with the Customer.
2. If and to the extent that the Customer Data includes personal data as defined under the General Data Protection Regulation (‘GDPR’), and such data is being processed, the parties shall enter into a data processing agreement.
3. Each party shall ensure that its activities comply with applicable privacy laws in relation to the use and provision of the Software and/or Services. When Billy Grace processes personal data as part of the Services, it shall act as data processor under the direction and responsibility of the Customer, who acts as the data controller, in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679 or ‘GDPR’). The Customer shall at all times ensure compliance with the GDPR and other applicable data protection laws, when using the Software and/or Services and when instructing Billy Grace on the configuration and use of the Software for the Customer.
4. Upon termination of the Agreement, regardless of the reason, Billy Grace shall delete or, upon request by the Customer, destroy the Customer Data as soon as reasonably possible. This shall be done in accordance with Articles 13.3 and 13.4 of the Data Processing Agreement of Billy Grace.
5. The previous clause does not affect Billy Grace’s ability to use and further process fully anonymised Customer Data for statistical purposes, including, but not limited to,  training its artificial intelligence and algorithms.
6. Ultimate responsibility and obtaining relevant consents: while Billy Grace may share insights based on prior experiences and perceived market practices, this is done expressly without accepting any liability or responsibility. Billy Grace is neither a legal advisor nor a law firm. The ultimate responsibility for compliance with applicable laws, including obtaining necessary consents from individuals whose personal data is processed via the Software or third parties, rests solely with the Customer. 

13. Confidentiality

1. The parties shall treat each other’s Confidential Information as strictly confidential and shall use such information solely for the purpose for which it was disclosed.
2. The receiving party will ensure that the Confidential Information of the disclosing party is given the same level of protection as its own confidential information. 
3. The parties shall ensure that their employees and any third parties are bound by the same obligations regarding Confidential Information as described above.
4. The obligation to treat Confidential Information as confidential will not apply if and insofar as the receiving party can prove that the Confidential Information:
   1. was already in the possession of the receiving party prior to date on which it was provided;
   2. is available from a third party without this party acting in breach of any duty of confidentiality in respect of the disclosing party by providing it;
   3. is available from public sources such as newspapers, patent databases, publicly accessible websites or services; or
   4. was developed independently by the receiving party and without the use of any information of the disclosing party.
5. If a party receives an order from a competent authority requiring the disclosure of Confidential Information, it is entitled to comply with such an order. The disclosing party shall be informed of the order as soon as possible and in advance, unless prohibited by law. Should the disclosing party indicate its intention to contest the order (for instance, through preliminary relief proceedings), the receiving party shall, to the extent permitted by law, refrain from disclosing the information until a final decision has been made. 

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14. Terms of payment

1. In consideration for the Services, the Customer shall pay the prices specified in the offer or during the ordering process on the Website. Unless explicitly stated otherwise, all prices are exclusive of value added tax (VAT) and other duties levied by the government.
2. Unless otherwise agreed, by entering into the Agreement, the Customer grants Billy Grace a SEPA authorization for automatic debits from the Customer’s bank account. Alternatively, the Customer may make payments using iDEAL, a credit card, or a bank transfer.
3. The Customer shall ensure a sufficient balance in the bank account designated for the direct debit. If a debit cannot be made, the Customer shall pay the amounts invoiced by Billy Grace by other means before the end of the due date.
4. If the Customer fails to pay an invoice or rectify a failed payment within thirty (30) days of the original due date, Billy Grace may suspend access to the Software and/or Services. The suspension will be lifted upon full payment of the outstanding amount.
5. If the Customer’s payment remains overdue for more than sixty (60) days, Billy Grace reserves the right to terminate the Agreement with immediate effect, without prejudice to its right to claim the outstanding payments and any applicable damages. If the Customer continues to fail to pay an invoice following a demand for payment or a notice of default, Billy Grace will be entitled the claim for collection. Billy Grace may charge statutory interest for commercial transactions on overdue amounts and any additional administrative fees associated with recovering late payments. Any extrajudicial costs and legal expenses incurred by Billy Grace, including the costs of legal experts, lawyer’s fees, bailiff costs and the costs of debt collection agencies, will in such a case be completely at the Customer’s expense.
6. Billy Grace reserves the right to adjust its rates annually, either (i) in accordance with the Consumer Price Index (CPI) published by the CBS (series 2015=100), (ii) by comparing January of the current year to January of the preceding year, or (iii) at its discretion. In the event of such an adjustment, the Customer shall not have the right to terminate the Agreement unless the price increase is deemed unreasonable. 
7. The Customer is not entitled to offset any of its payment obligations against any claims it may have against Billy Grace, for any reason.
8. In the event of advance payment, the Agreement shall remain in force for the full agreed term and may not be terminated prematurely. Any right to early termination or a notice period of one (1) month is expressly excluded. No refunds shall be granted

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15. Liability

1. Per calendar year, Billy Grace’s total liability for loss, damages or other claims based on an attributable breach (including breaches of warranties or indemnities), an unlawful act or any other ground is limited to 50% of the total fees actually paid by Customer to Billy Grace under the Agreement during the previous full calendar year prior to the loss, damages or claims arising, regardless of the number of events (or if no services were provided in the previous calendar year to Customer under the Agreement, the total fees paid in the initial six (6) months of the term of the Agreement.
2. Without prejudice to the provisions above, Billy Grace shall not be liable to the Customer or any third parties for indirect loss or damage. Indirect loss or damage includes, but is not limited to, lost profits, lost turnover, lost savings, reduced goodwill and damage or loss due to business interruption, damage to data, or harm to reputation, whether arising from tort, contract or any other legal claim, even if Billy Grace has been informed of the possibility of such damages.
3. Billy Grace will only be liable in connection with an attributable failure in the performance of the Agreement if the Customer promptly provides written notice of default, offering Billy Grace a reasonable opportunity to remedy the failure. If Billy Grace continues to fail to meet its obligations after this period, liability may arise. The notice of default must include a detailed description of the failure to enable Billy Grace to respond appropriately. 
4. Billy Grace cannot be held liable in any way for damages caused by the use, incompleteness or inaccuracy of the information provided in the Software and/or the Services.
5. Any limitations or exclusions of Billy Grace’s liability as stipulated in the Agreement will lapse if and insofar as the loss or damage is due to intent or willful recklessness on the part of Billy Grace.
6. The provisions in this clause shall also apply for the benefit of the employees of Billy Grace and of the subcontractors and licensors utilized by Billy Grace in executing its obligations toward the Customer.
7. The Customer will indemnify and hold Billy Grace harmless from any third-party claims and related reasonable legal costs caused by or related to Customer’s use of the Services and the Software, expressly including but not limited to any claim from any third-party caused by a violation of such third-party’s rights or of applicable privacy or other laws by Customer in using the Services and the Software. This indemnification cannot be limited.

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16. Force majeure

1. Billy Grace will not be obligated to perform the Agreement if its performance is prevented by force majeure.
2. The following events will be considered force majeure, without limitation: fire, flooding, strikes, power outages, failures in telecommunications infrastructure, force majeure experienced by Billy Grace’s suppliers, network attacks, import and export restrictions, and acts of war and terrorism. Any liquidity issues on the part of the Customer do not constitute force majeure.
3. If Billy Grace has already partially fulfilled the Agreement at the time the force majeure event occurs, or if it is able to fulfil part of the Agreement, and such partial fulfilment holds independent value, Billy Grace is entitled to invoice separately for that part of the performance.
4. In the event of force majeure, Billy Grace may suspend the performance of the Agreement for the duration of the force majeure situation. If the situation persists for more than three (3) months, either party may terminate the Agreement in writing, without any obligation to compensate the other party. 

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17. Duration and termination

1. The Agreement is entered into for an initial term of at least six (6) months and will be automatically renewed for a successive period equal to the initial term, unless terminated by either party. Termination must be carried out online via the Software, with a notice period of at least one (1) calendar month before the end of the current term. Unless otherwise agreed in writing by both parties prior to the expiration of the term, the Agreement may continue for the same duration as the original term.
2. The Parties may not terminate the Agreement, except in circumstances where an explicit exception is provided in these general terms and conditions or other parts of the Agreement.
3. Billy Grace will be entitled to suspend the Agreement with immediate effect (in full or in part) or terminate or dissolve the Agreement with immediate effect (in full or in part) if:
   1. the Customer fails to meet its obligations under the Agreement or fails to do so in a timely manner and does not remedy the failure within a reasonable period after being notified of default. However, prior notice of default is not required if the default occurs automatically by law;
   2. the Customer applies for bankruptcy or is declared bankrupt, applies for or is granted a moratorium, the Customer’s company is liquidated, or its business activities cease;
   3. circumstances arise that make it impossible to perform the Agreement, or that make it unreasonable to expect Billy Grace to maintain the Agreement as originally agreed.
4. Billy Grace may terminate the current term for the Software and/or the Services if it decides to discontinue support for the relevant service for all its customers. In such cases, Billy Grace will make reasonable efforts to provide at least two (2) months’ prior notice of the termination. Where feasible, Billy Grace will offer the Customer a migration path to alternative software/services that replace the terminated software/services, which the Customer may choose to accept or reject.
5. In the event of rescission of the Agreement, there will be no obligations to reverse (“ongedaanmakingsverplichtingen”) the Services already provided by Billy Grace, nor the associated payment obligations. 
6. Upon termination or dissolution of the Agreement, all outstanding claims of Billy Grace against the Customer will become immediately due and payable, including fees that would have been owed for the remainder of the agreed initial subscription term for the Software and/or Services, regardless of the reason for such termination. Pre-paid amounts are non-refundable, except in cases where the Customer terminates due to an uncured breach by Billy Grace. 

18. Changes

1. Billy Grace reserves the right to unilaterally amend these general terms and conditions and will notify the Customer of such amendments in writing.
2. If the Customer does not agree with a proposed change, they may submit a written objection within fourteen (14) days of receiving the notification. Should Billy Grace decide to proceed with the amendment despite the Customer’s objection, the Customer has the right to terminate the Agreement, in writing, effective no later than the date the change takes effect. 
3. The procedure described above does not apply to amendments of minor significance or those are to the Customer’s benefit. Billy Grace may implement such changes unilaterally and with immediate effect.

 

19. Miscellaneous

1. The rights and obligations arising from this Agreement may only be transferred to a third party with the prior written consent of the other party. However, Billy Grace is entitled to transfer the Agreement, without the Customer’s prior consent to a parent company, sister company or subsidiary, or to a third party in the event of a merger or acquisition. Billy Grace will notify the Customer in writing as soon as possible following such a transfer.
2. The applicability of the Customer’s purchasing or other general terms and conditions is explicitly rejected. If the Customer accepts or requests an offer with reference to additional or deviating terms or conditions of Customer (such as purchasing terms of the Customer), then such terms will not apply unless explicitly accepted in a written statement issued and signed by an authorized representative of Billy Grace. In any case, the terms of Billy Grace’s offer, including these general terms and conditions, will take precedence over any deviating terms or conditions of the Customer.
3. For the purpose of this clause, a “Billy Grace Employee” refers to any individual who is currently employed by Billy Grace or was employed in the past twenty-four (24) months, including as an employee, freelancer or as seconded worker (uitzendkracht) and who performed Services for the Customer under an Agreement. The Customer agrees that during the term of the Agreement and for a period of twenty-four (24) months after the conclusion of all Agreements between the Customer and Billy Grace, the Customer will not may not:
   • a. directly or indirectly employ, hire or on any other basis have Billy Grace Employees to perform work for the Customer or its affiliates; 

nor

• b. in any way promote entice, request or otherwise stimulate or facilitate that any third-party directly or indirectly employs, hires or on any other basis has Billy Grace Employees perform work for such third-party.

For any violation of this clause, the Customer will incur a penalty of 50.000 EUR, or if higher, an amount equal to the total gross annual income of the Billy Grace Employee involved. This penalty is without prejudice to Billy Grace’s right to enforce compliance with this clause and to claim additional damages caused by the breach. If the Customer procures the Services of Billy Grace for the benefit of a third-party (e.g. to assist the Customer in performing services to such third-party ), the Customer must ensure that the third party also fully complies with this clause. The Customer will be held liable for any breaches by the third party as if the breach were committed by the Customer. 

1. The Customer further agrees not to develop, distribute, or offer software or services that directly or indirectly compete with Billy Grace’s Software or Services during the term of the Agreement and for thirty-six (36) months following its termination. Billy Grace reserves the right to claim damages resulting from any breach of this clause.
2. The Agreement is subject to Dutch law. Any disputes arising between the parties in connection with the Agreement will be submitted to the competent court in the Netherlands in the district where Billy Grace has its registered office.
3. If any provision in the Agreement is found to be void, voidable or otherwise invalid, this will not affect the validity of the entire Agreement. In such a case, the parties agree to replace that provision with a new provision that reflects the original intent as closely as possible within the bounds of the law. 

 

Data Processing Agreement

This Data Processing agreement applies to all personal data processing activities carried out by Fox Technology B.V., registered with the Chamber of Commerce under number 85199761, (hereinafter referred to as “the Processor”), on behalf of another party to whom it provides services (hereinafter referred to as “the Controller”) on the basis of the agreement concluded between these parties (hereinafter referred to as “the Agreement”).

The Processor (Fox Technology B.V.) has appointed a Data Protection Officer (DPO), who is the primary contact for any privacy-related matters. The contact details of the DPO are: name: Tjadi Peeters, email: [email protected].

1. Definitions 

1. General Data Protection Regulation (GDPR): regulation (EU) 2016/679 of the European Parliament and of the Council 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.
2. Personal Data: any information relating to an identified or identifiable natural person, as defined in Article 4(1) of the GDPR.
3. Processing: any operation or set of operations performed on personal data or on sets of personal data, whether or not by automated means, as defined in Article 4(2) of the GDPR.
4. Controller: the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
5. Processor: the natural or legal person, public authority, agency, or other body which processes personal data on behalf of the Controller.
6. Subprocessor: any third party engaged by the Processor to carry out specific processing activities on behalf of the Controller.
7. Third Party: any natural or legal person, public authority, agency, or body other than the Data Subject, Controller, Processor, or persons who, under the direct authority of the Controller or Processor, are authorized to process personal data.
8. Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data, as defined in Article 4(12) of the GDPR.
9. Agreement: this Agreement, including its annexes and any amendments thereto.

2. Purposes of processing

1. The Processor hereby agrees under the terms of this Agreement to process personal data on behalf of the Controller. 
2. The personal data to be processed by the Processor for the purposes, as set out in the previous clause and the categories of data subjects involved, are detailed in Appendix 1 of this Agreement. The Processor shall not process the personal data for any other purpose unless authorized by the Controller’s consent. The Controller shall notify the Processor of any processing purposes to the extent not already mentioned in this Agreement. However, the Processor is authorized to use personal data for quality assurance purposes, including conducting surveys with data subjects and performing statistical research related to the quality of the Processor’s services.
3. The preceding clauses of this article are without prejudice to the right of Billy Grace to use and further process Customer Data in anonymised form for statistical purposes, such as for training of its artificial intelligence and algorithms.
4. All personal data processed on behalf of the Controller will remain the property of the Controller and/or the relevant data subjects.

3. Processor obligations

1. With respect to the processing operations described in the previous clause, the Processor shall comply with all applicable legislation within the European Economic Area (EEA), including but not limited to, data processing laws such as the GDPR.
2. All obligations of the Processor under this Agreement shall also apply to any individual processing personal data under the supervision of the Processor.
3. The Processor shall provide reasonable assistance, at the expense of the Controller and without disrupting the business processes of the Processor, in relation to any data protection impact assessments (DPIAs) that the Controller is required to conduct.
4. In accordance with Article 30 of the GDPR, the Processor shall maintain a register of all categories of processing activities conducted on behalf of the Controller under this Agreement. Upon request by the Controller, the Processor shall provide the Controller access to this register.

 

4. Transfer of personal data

1. The Processor may process the personal data in any country within the EEA.
2. Transfers of personal data to countries outside the EEA are prohibited unless such transfers comply with the GDPR and the applicable data protection legislation. This includes ensuring that appropriate safeguards are in place, such as Standard Contractual Clauses, binding corporate rules, or any other mechanism recognized by the European Commission to ensure an adequate level of data protection. Before any such transfer takes place, the Processor shall provide the Controller with detailed information regarding the measures taken to ensure compliance with these requirements.

5. Allocation of responsibilities

1. The authorised processing operations will be carried out fully automatically under the control of the Processor.
2. The Processor is solely responsible for the processing of personal data under this Agreement in accordance with the instructions of the Controller and under the explicit supervision of the Controller. For any other processing of personal data, including but not limited to any collection of personal data by the Controller, processing for purposes not reported to the Processor, processing by third parties and/or for other purposes, the Processor does not accept any responsibility.
3. The Controller represents and warrants that the content, use and instructions for processing the personal data, as described in this Agreement, are lawful and do not violate any rights of any third parties involved. 
4. The Controller shall indemnify the Processor against any claims, damages, or liabilities arising from a breach of this warranty mentioned in article 5.3.

6. Involvement of Sub-processors

1. The Controller agrees that the Processor may engage third parties to process personal data on behalf of the Controller (“Sub-processors”). The Processor has or will enter into a written agreement with each Sub-processor that include data protection obligations that are equivalent to those in this Data Processing Agreement, tailored to the nature of the services provided by such Sub-processor.
2. The current Sub-processors for the Services are (inter alia) AWS and Data Bricks. The Controller acknowledges and approves that the Processor has engaged such Sub-processors to process personal data as set out in the list. 
3. The list of sub-processors can be accessed through the linked text in blue. The servers where Billy Grace stores its data are located in Ireland. This applies to both Billy Grace’s data centre and their servers. 
4. For the avoidance of doubt, in the event that any  Sub-processor fails to fulfil its obligations under any sub-processing agreement or under applicable law, the Processor shall remain fully liable to the Controller for the fulfilment of its obligations under this Agreement.

7. Security measures

1. The Processor shall use reasonable efforts to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk for the processing operations involved. This includes protecting against loss or unlawful processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data that is transmitted, stored or otherwise processed. Examples of such security measures may include, but are not limited to, storing data in an encrypted database and implementing a firewall to safeguard the database.
2. While The Processor strives to maintain effective security measures, it does not warrant that such security is infallible or effective under all circumstances. The Processor shall use all reasonable  efforts to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
3. The Controller shall ensure that personal data is only provided to the Processor for processing if it has taken the necessary security measures. The Controller is responsible for ensuring compliance with these security measures by both parties.

8. Notification and communication of data breaches

1. The Processor shall promptly notify the Controller without unreasonable delay upon becoming aware of any security breach of personal data.
2. The Processor will assess the nature and potential impact of the breach and, if necessary, will notify the Controller only if the breach is deemed to have a severe impact on the rights and freedoms of the data subjects or significantly affect the Controller’s obligations under applicable data protection laws.
3. The notification shall include, at a minimum, the following information:

1. a description of  the nature of the personal data breach including, where possible, the categories and approximate number of data subjects affected, as well as  the categories and approximate number of personal data records involved;
2.  a description of  the likely consequences of the personal data breach;
3. the name and contact details of the Data Protection Officer (if appointed) or a contact person regarding privacy matters;
4. a description of the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. 

 

 

1. The Processor shall document all data breaches in accordance with Article 33(5) GDPR, including the details of the personal data breaches, the consequences thereof and the measures taken to correct the respective breach. At the Controller’s request, Processor shall provide access hereto. 

9. Processing Requests from Data Subjects

1. In the event a data subject makes a request to exercise their rights under the GDPR, specifically Articles 15-22, the Processor shall forward such request to the Controller.
2. The Controller shall be responsible for processing the request in accordance with the GDPR and shall inform the Processor of the outcome of the request.
3. The Processor may inform the data subject that the request has been forwarded to the Controller.
4. The Processor shall assist the Controller, to the extent reasonable and necessary, in fulfiling request from data subjects.

10. Confidentiality obligations

1. All personal data that the Processor receives from the Controller and/or collects itself is subject to strict obligations of confidentiality and shall not be disclosed to third parties. The Processor shall not use this information for any purposes other than those for which it was obtained.
2. The confidentiality obligation does not apply where this Agreement provides otherwise (for example, in the case of sub-processing), the disclosure to third parties is reasonably necessary considering the nature of the assignment to the Controller, or the disclosure is legally required by applicable law or regulation.

11. Audit

1. The Controller has the right to conduct audits of the Processor, not more than once a year, to verify compliance with this Agreement and the applicable data protection laws, including the GDPR. Such audits shall be conducted by an independent third party, bound by confidentiality obligations, in a manner that does not disrupt the Processor’s business operations.
2. This audit may be performed in case a substantiated allegation of misuse of personal data has arisen.
3. The Processor shall provide reasonable cooperation during the audit.
4. The costs of the audit, calculated at the current standard rates of the Processor, shall be borne by the Controller unless the audit reveals a significant breach of this Agreement by the Processor.                                                                                      
5. The results of the audit shall be documented in a report, which shall be shared with both parties. 

12. Liability

1. Parties explicitly agree that any liability arising in connection with personal data processing shall be as provided in this Agreement.
2. Billy Grace’s liability for a data breach is limited to the direct damages resulting from the breach caused by the Processor’s failure to comply with its obligations under this Agreement. For the notification and assessment of the breach, the parties refer to Article 8 of this Agreement. Billy Grace will not be liable for damages caused by the Controller’s failure to comply with applicable data protection laws. 
3. Billy Grace shall not be liable for indirect damages, including loss of profit, turnover, goodwill, or any other consequential damage arising from data processing, even if Billy Grace was notified of the possibility of such damages. 
4. Billy Grace shall not be liable for any damages caused by the Processor’s negligence, unless such damages result from the Processor’s willful misconduct or gross negligence.
5. The Controller shall indemnify Billy Grace against any third-party claims arising from the Controller’s use of the Services, including violations of data protection laws or third-party rights. 

13. Duration and Termination

1. This Agreement enters into force upon signature by the parties and on the date of the last signature.
2. This Agreement is entered into for the duration of the Agreement, unless otherwise agreed upon in writing.
3. Upon termination of this Agreement, regardless of the reason or manner of termination, the Processor shall – at the choice of the Controller – either return all personal data in its original format or securely delete such data.
4. The Processor shall retain personal data only for as long as necessary to fulfil the purposes for which it was collected and in accordance with the applicable laws and regulations. Once the data is no longer required, it shall be securely deleted or returned as per the Controller’s instructions. 
5. Both parties have the right to amend this Agreement from time to time. Each party must notify the other party of proposed changes at least two months prior to their taking effect. If the proposed changes are unacceptable to either party, that party has the right to terminate the Agreement. 

14. Governing Law and Jurisdiction

1. This Agreement and its execution are subject to Dutch law.
2. Any disputes that may arise between the parties in connection with this Agreement shall be brought before the competent court for the place of business of the Processor.
3. Prior to initiating legal proceedings, the parties agree to attempt to resolve any disputes through good faith negotiations. Should such negotiations fail, the parties may consider alternative dispute resolution methods, such as mediation or arbitration, before resorting to court proceedings.

 

 

Appendix 1: Stipulation of personal data and data subjects

 

Data subjects and personal data of different purposes

The Processor shall process the below personal data of the categories data subjects from different purposes (with retention period if specified) under the supervision of the Controller, as specified in article 1 of the Data Processing Agreement:

Contact persons – clients Billy Grace

• Names and addresses
• Company Telephone numbers
• Company Email addresses
• Social media ad accounts connected to Billy Grace

Customers (via Pixel)

Anonymous first party behavior data, which can include:

• Hashed IP addresses
• Browser type and version
• Operating system
• Referral source (e.g. the website or page that directed the user to the client’s website) Pages visited on the client’s website
• Date and time of visit
• Clicks on links and buttons on the client’s website
• Interactions with forms on the client’s website (e.g. search queries or form submissions) Other similar anonymous data that can be used for analytics and marketing purposes.

The Controller represents that the description of personal data and categories of data subjects in this Appendix 1 is complete and accurate and shall indemnify and hold harmless Process for all faults and claims that may arise from a violation of this representation and warranty.