BABONBO
PROVIDER TERMS and CONDITIONS
("Provider T&C")

 

1. GENERAL TERMS AND DEFINITIONS

 

1.1 Babonbo Platform

 

Babonbo is an online platform, consisting of a website and mobile application (“Platform”) that allows:

 

Babonbo provides an online platform that enables third parties (“you” or “Provider” or “Providers”) to offer the rental of baby and family equipment (“Equipment”) and the sale of consumable products for children and families including but not limited to diapers, wipes, formula (“Consumables”) and related services such as delivery and pickup of the Equipment (all services offered by Providers stated above shall be referred as “Service” or “Services”) and to transact with Platform users who are seeking to book such Services (“User” or “Users”).

 

The Platform includes content created and/or provided by Babonbo that is our property, or that is licensed and/or authorised to use by us (the "Babonbo Content") as well as content created and/or provided by Providers, including but not limited to text, photos, videos and other materials (the "Provider Content").

 

Users and Providers are required to register on the Platform free of charge, to provide or receive the Services.

 

As the owner of the Platform, Babonbo does not provide, control, manage, offer, deliver, or supply any of the Services. Providers are solely responsible for listing and providing their Services.

 

When the Users book or obtain Services from a Provider, the User and the Service Provider enter into a contract directly. We are not a party in any contractual relationship between the User and Providers.

 

1.2. Babonbo's details

 

The Platform is owned and operated by Babonbo LTD registered in the UK under number 11481475, with the registered office at 64 Southwark Bridge Road, London, UK, SE1 0AS. Please contact info@babonbo.com, if you have any questions.

1.3. Babonbo does not provide the Equipment, Consumables or Services.

 

Babonbo has no responsibility, no control over the Equipment, Consumables or the Services and does not guarantee:

 

• the existence, quality, safety, suitability or legality of the Consumable, Equipment provided in connection with any Service;

 

• the correctness or accuracy of any Provider Content; or the performance or behaviour of any Provider.

 

• the performance or behaviour of any Service Provider

 

Babonbo is only an intermediate and a platform provider and not a party to the arrangement and agreement between the User and the Provider. 

 

1.4. Governing Law and Jurisdiction

This Provider T&C and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

1.5. Limitation of Liability

 

To the extent permitted by the law, Babonbo shall have no liability whatsoever other than for direct damages actually suffered, paid or incurred by you as a result of a breach of obligations by Babonbo under this Provider T&C, up to a maximum aggregate amount of the Babonbo commissions  applicable to the relevant transaction.

 

However, to the extent permitted by law, neither Babonbo, nor its employees and representatives or other subjects involved in the creation, promotion or making available of the site and its contents are responsible for (i) any loss or damage, indirect or consequential, loss of profit, loss of income, loss of contract, loss or damage to rights or reputation, (ii) any damage (direct, indirect, consequential or punitive), loss or costs suffered, incurred or paid by you arising out of or in connection with the use, the inability to use or the delay of the Babonbo platform or any of the Services provided to you by the Provider.

 

1.6. Intellectual Property Rights of the Photos/Images Uploaded by You

 

By uploading photos / images to the platform you certify, guarantee and agree that you are either the owner of the copyrights of the photos/images or the licensed/authorised to use & upload the photos/images on the Babonbo Platform and accept and authorise that Babonbo can use the photos/images uploaded on its platform for the promotion and marketing of Babonbo and/or Babonbo Platform. 

 

You guarantee that the photos/images/content uploaded do not contain viruses, do not contain pornographic, illegal, obscene or inappropriate material and do not infringe the rights of third parties (intellectual property rights, copyright or privacy). All photos/images/content that do not meet the above criteria shall not be published and/or can be removed/deleted/edited by Babonbo at any time and without notice, and Babonbo reserves the right to take legal action against you for unlawful or inappropriate photos/images used or uploaded by you on the Platform. Babonbo not removing or editing the photos/images/content you upload to Babonbo Platform shall not be deemed as approval or acceptance of the convenience of the photos/images uploaded by you. 

 

You accept and assume full responsibility for the photos/images/content used or uploaded by you on the Platform and accept and assume to fully indemnify Babonbo for any legal action brought by third parties due to the publication and use of these photos/images by Babonbo. 

 

By accepting this Provider T&C, you accept and give permission to Babonbo to remove, delete, edit any content you uploaded to Babonbo Platform. 

 

1.7. General 

 

The invalidity or unenforceability of any provision of this Provider T&C shall not adversely affect the validity or enforceability of the remaining provisions.

 

All notices and other communications required or permitted to be served or given shall be in writing from and to the registered communication details registered within the Platform.

 

The failure of Babonbo to enforce any of the terms of this Provider T&C does not constitute a waiver of it and shall in no way affect the right to enforce such terms later.

 

By accepting the Provider T&C, you agree and consent that Babonbo may record, monitor and use the communications between you and the Users on the Platform, for training and quality purposes.

 

 

 

 

 

2. SPECIFIC PROVIDER TERMS AND CONDITIONS 

 

2.1 Participation in the Babonbo Program

 

By completing the online registration on the Platform, you accept the Provider T&C and agree to participate in the Program as a Provider for an indefinite period of time until your participation is terminated according to the Provider T&C. 

 

Consequently, we may terminate your participation in the Babonbo Program at any time and for any reason by sending a written notice from info@babonbo.com to your registered email address with Babonbo. You can terminate participating in the Program anytime, for any reason, by unpublishing your store from the Platform. The above action (unpublishing your store is without prejudice to the completion of the Services booked by Users before which is placed before the unpublishing of your store from Babonbo Platform. In the case you unpublish your store where you still have accepted orders to be completed, you are under the obligation to complete the Services related to the orders already accepted by you. You agree, accept and consent that If you unpublish your store from Babonbo Platform and not provide all the Services you have already agreed and committed to, you shall not be entitled to receive any payments regarding the orders you have not completed and Babonbo is entitled to deduct the total value of the orders plus any Babonbo fees from the order payouts you are entitled to receive if any. In case your pending order payouts does not cover the amount to be deducted, then Babonbo has the right to invoice you that amount and you are obliged to pay the amount to Babonbo within 7 days upon receiving the invoice either by email or mail.      

 

You and Babonbo are independent contractors. We do not control and are not required to control, directly or indirectly your business in general or your business in particular or your actions or omissions, or your management,  maintenance or quality of anything related to your Equipment, Consumables and any related services, altogether the Services, except cases where Babonbo edits the content of your store on Babonbo Platform in order to increase the compatibleness and efficiency of you store. 

 

To be clear, you are free to: (a) provide rental services for baby equipment or other family products outside the Babonbo Program to third parties to which you have not introduced or reached out through Babonbo Platform in the first place; services; and (b) exercise any other profession or business.

 

However, you are not allowed to work for/with or provide services through similar websites, platforms or marketplaces which are competitors to Babonbo in the jurisdiction you provide services, without Babonbo’s prior written consent. 

2.2. Access to the Platform and your store on Babonbo Platform - ID and Password

 

By completing your online registration on the Platform, you will have an ID and password that will allow you to log in and use the Platform according to this Provider T&C.

       

Access to the Platform via ID and password, shall be automatically suspended once you decide not to be a Babonbo Provider by unpublishing the store on the platform once the Services already booked by Users are fully completed.

 

By accepting this Provider T&C, you explicitly and irrevocably authorise Babonbo and Babonbo team to access to your store on Babonbo Platform and edit, remove, upload any image, text, photos, content as Babonbo, in its sole discretion, thinks necessary to make your store compliant with Babonbo terms and policies as well as improving your store to attract more Users.   

             

2.3. Liability for the activities on the Babonbo Platform

 

You are fully responsible for all the activities carried out through and/or related to your Babonbo account.

 

You must keep your ID and password safe, and confidential and not share them with third parties under any circumstances. You must immediately notify Babonbo of any violation or suspected violation or the misuse or dissemination of your platform ID and password.

 

Babonbo does not protect you from unauthorized use of your ID, or password.

 

You are solely and fully responsible for keeping your id and password safe. Babonbo shall not be responsible for any unauthorised use of your account.

 

You hereby, accept and undertake that you shall fully indemnify Babonbo against any third-party claims caused by authorised or unauthorised use of your Babonbo Provider account.

 

Any activities carried out by Babonbo on your store in Babonbo Platform shall be deemed authorised (by you) use of your account or store with Babonbo Platform.

 

2.4. Suspension of access to the platform

 

Babonbo can suspend access and use of the platform provided through the Platform by suspending the ID and password, without notice and any liability to you, if:

 

• Babonbo has evidence that you have not respected your obligations towards Users,

• you reject Users' requests 3 or more consecutive times or more than the 30% of the total requests you received,

• you use User information made available to provide services outside the Platform and/or without the involvement of Babonbo.

• you accept cash money or any other payments from the Users except through the Platform,

• you have not increased your average grade (based on User rating and comments) above the minimum average rating within 60 days from notification day.  

• You do not comply with any Babonbo Policy, applicable law or provision of this Provider T&C.

 

In this case, Babonbo shall inform you in writing of the suspension of your ID and password and, only after having ascertained that the non-compliance has been resolved and remedied, Babonbo may restore your access to your Provider Account and the Platform.

 

To be clear, Babonbo, at its sole discretion, decides if you have the ability to remedy your breach or to decide if you remedy the breach.

 

Babonbo may also decide to terminate your participation in the Program at anytime for no reason.

 

2.5. Provision of the Services

 

Users' order requests shall be sent to you as app notifications and emails from the Babonbo Platform. It is your responsibility to respond to User inquiries for your Services.

 

Once you receive an order request from the User, you can accept or reject the order based on availability. You must respond to the User's request within 24 hours starting from the time of the notification or email sent to you from Babonbo regarding the request. Babonbo has the right to ask you the reason for the refusal to improve the service for both Providers & Users, and you are obliged to provide the real reason behind the rejection. 

 

All the Services shall be provided at your expense. You shall be solely responsible for determining the most effective, efficient and safest way to execute your Services.

2.6. User information to be shared with the Provider

 

To provide your Services, you will be provided with some information about the Users, including information that the User has entered on the platform during the booking. User information is confidential information. You can use User information ONLY for the purpose of providing the Services requested through the platform and in full compliance with the law, this Provider T&C and the privacy policy published on the Platform.

 

You explicitly give consent that your data may be stored and processed in order to receive and offer the Services to the extent permitted by the applicable law.

 

2.7. Data of the Provider to be shared with the Users

 

By accepting this Provider T&C, you explicitly consent that Babonbo can store the personal data or any other data you shared with Babonbo in order to register to the Platform and provide your Services through the Platform and consent that Babonbo can share the data with the Users which is necessary for you to provide your Services to the Users.

 

2.8. Your Relationship with Users

 

Once you accept the order request for your Services to a User, it creates a direct business relationship between you and the User based on the Provider T&C and the  User T&C available at https://www.babonbo.com/en/terms , which you, with your consent to participate in the Program, fully and expressly accept and commit to comply. 

 

Babonbo shall not be responsible for User's actions or inactions in connection with your activities or equipment, nor for your actions or inactions relating to the Services or otherwise. 

 

You have the sole responsibility for any obligations or liabilities to Users or third parties arising related to your Services. 

 

You are solely responsible for taking all necessary and appropriate precautions (including having adequate product documentation that meets the requirements of all applicable laws) in connection with any act or omission of a User or third party.

 

Consequently, you undertake, without exception, to indemnify and hold Babonbo harmless from all damages and third-party claims that may arise from anything related to your Services.

 

The foregoing does not in any case affect Babonbo's right to claim compensation from you for any damage, loss of profit, or loss of reputation suffered by Babonbo.

 

2.9. Service Ratings

 

After using the Services, Users will be asked by email or push notification on the platform to provide a rating and comment about you and your Services. User ratings and comments will be visible to the public on the Platform.

 

The success of Babonbo largely depends on the possibility for Users to access a personalised and high quality service through the platform. As a result, we consistently apply a minimum average rating acceptable to all Providers. 

 

The minimum acceptable average rating is 4 out of 5 stars. This minimum acceptable rating may be changed from time to time at Babonbo's sole discretion based on User ratings and comments.

 

You, hereby, give us irrevocably consent to publish and share any User ratings and/or comments related to you and your Services. Hence, we reserve the right to use, share and publish User ratings and comments in any way in connection with our business without informing you or seeking your approval. 

 

2.10. Condition of the Equipment

 

You are solely responsible for the safety, use, cleaning and maintenance of all Equipment. You will comply with all equipment and cleaning standards policies that will be provided to you by Babonbo through the Platform or by email.

 

It is necessary to ensure that car seats are accident-free. For this reason, you must check the car seats very carefully, before the delivery of the car seats and also upon collection for each rental. You are solely responsible to conduct the necessary checks and controls to be sure to locate any damage in or on the car seats. You must not, under any circumstances, rely on any information that the User exchanges with you regarding the car seat being not damaged, and still conduct the checks on your own and be sure that the car seat is not damaged. If you notice damage, you should remove the damaged car seats from your catalogue on the Platform. For all car seats, you will provide the User with user manuals subject to full compliance with the law and any manufacturer policies or restrictions.

 

You must also provide manuals for any other Equipment upon User request. You must not remove any safety warnings or other notices affixed to the Equipment.

 

You must use and maintain all Equipment in strict compliance with all documentation and requirements indicated by the manufacturer and all applicable state and local laws and have all equipment checked, if applicable, by the relevant manufacturer.

 

You will ensure that the equipment remains clean and in good operating condition. Equipment maintenance and compliance with applicable state and local laws is left to your sole discretion as an independent supplier.

 

You must promptly monitor and handle all Equipment-related complaints, including, but not limited to, subscribing to third-party consumer safety monitoring services. If you have a complaint about any Equipment, you must immediately implement the manufacturer's recommended safety arrangements or stop using the complained Equipment.

 

You are solely responsible for all consequences of failure to comply with the requirements set out here or in any other Babonbo policy, including the User Terms and Conditions.

 

2.11. Condition of the Consumable Products

 

You are solely responsible for providing the consumable products in their original packaging that is sealed by the producer and has not been opened and delivered before their expiry date. There must be a reasonable time between the delivery date and the expiry date of the Consumable Products. 

 

In case the User, at the delivery moment, decides that the expiry date is not reasonable, provided that the User has not used or opened the package of the product, you are required to replace the Consumable Product with a later expiry date that the User accepts. This replacement shall be free of charge including delivery cost and Babonbo commissions . It is at User's sole discretion to decide if the expiry date of a Consumable is reasonable or not. If, due to an unreasonable expiry date, the User wishes to not accept or return the Consumable at delivery and does not accept a replacement, then the Provider shall still be obligated to pay Babonbo commissions  for the Consumable.

 

You are solely responsible for all consequences of failure to comply with the requirements set out here or in any other Babonbo policies, including the User Terms and Conditions.

 

2.12. Babonbo Provider Protection 

 

Babonbo has a Provider protection plan in place that reimburses the costs suffered by the Babonbo Provider due to damage or loss of product caused by Babonbo Users during booking placed through Babonbo Platform. 

 

The details and the rules of the protection plan can be seen in the link to Babonbo website below: 

 

https://www.babonbo.com/en/resources/babonbo-provider-protection/br/TYyyxH5Br1

Babonbo Protection Plan is strictly limited to cases listed under “What’s Covered” section in the link provided above and any cases not listed there is not protected by the plan, including but not limited to lose of profit or income lost if the Provider has to cancel any confirmed Babonbo bookings due to damage or loss of product caused by Users (or their contacts). 

 

2.13. Costs and Payments for the Services

              

2.13.1. Commissions, Fees and Costs of the Services

 

It is your responsibility to determine the daily rental price for each item of equipment. For rentals exceeding ten (10) days, a duration-based price adjustment applies. From the eleventh (11th) day of rental onwards, the effective daily rate shall be calculated by applying a 3% reduction to the preceding day's rate, such that each successive day's rate equals 97% of the immediately prior day's rate (i.e., a compounding daily reduction). The adjusted daily rate resulting from this calculation shall apply uniformly to all days of the rental period, including the first ten (10) days. This adjustment applies up to a maximum rental duration of thirty (30) days. This is to offer convenient service to customers also for longer rental periods.

 

It is your responsibility to determine the selling price of the consumable goods.

 

It is your responsibility to select one of the 7 options of price/ km provided to you by the platform to determine your delivery price that you intend to charge in connection with any Services operation.

 

The rental price, selling price and delivery price should include local taxes and it is your responsibility to calculate, report and pay them to the competent authority. All the prices you determine shall include any relevant taxes.

 

You are solely responsible for any penalties and consequences of the failure and timely payment of all taxes. Therefore, Babonbo is not responsible for the payment, collection, storage or payment of the related taxes due on the price of each Service to the competent tax authorities.

2.13.2. Payments

 

The service booked by Users through the platform can only be paid through the platform and not through other payment mechanisms. This structure does not make us a seller or party to any Service transaction between you and the Users.

 

You will enter the product rental price, the Consumables sales prices and any delivery and collection costs, including local taxes, on the Babonbo platform. 

 

Babonbo shall separately charge the User a commission ("Babonbo User Commission") and also  commission to the Provider  ("Babonbo Provider Commission") on the total amount of the equipment rental and consumable sales including the cost of delivery and collection services.

 

Babonbo Provider Commission is equal to 20% of the total value of the equipment rental, including the cost of delivery and collection services. At Babonbo's sole discretion, Babonbo and the Provider may agree, in writing, on a different commission ratio other than 20%. In such case, the Babonbo Provider T&C shall still fully apply to the Provider, but the Babonbo Provider Commissions shall be calculated subject to the commission ratio agreed by the Parties.

 

Babonbo reserves the right to change the Babonbo Provider Commission by giving prior notice to the Provider. In this case, the new Babonbo Provider Commissions shall be applicable to the orders placed after the notice.

 

When you accept the order request, Babonbo receives the payment from the User. Upon receipt of payment by the User via the Platform of the entire amount which is composed of (a) the total amount for the rental of the equipment, (b) the total amount for the sales of the consumable products, (c)  the total amount of the delivery and collection service - including last minute order charge if the order is placed within the last 48 hours before the first day of the rental, (d) Babonbo User Commission, (e) insurance fee if the customer purchased. 

 

2.13.3. Payment to Providers

 

Within a maximum of 10 working days from the end of the month, we shall transfer to your bank account the sum of the total amount for the rental of the equipment, the total amount of sales of consumables and the total amount of the delivery and collection service you provided for the last month minus the Babonbo Provider Commission.

 

For any damage, loss or theft of rented equipment, we will transfer the amount of the second hand value of the product or a part of the amount based on the damage value, to be decided at Babonbo's discretion, to your bank account once Babonbo charges the same amount to the User under the Babonbo Provider Protection set out in 2.12 of this T&C. 

 

2.13.4. Appointment of Babonbo as the Provider's Commercial Agent (PSR-2017) 

 

By accepting this Provider T&C, you explicitly appoint Babonbo as your commercial agent authorising Babonbo to collect payment through the Platform in order to negotiate or conclude a sale of goods or services. 

 

In such payment transactions, Babonbo only acts as the commercial agent of the Provider, not the User. 

 

This activity does not constitute any payment services and is exempt under Commercial Agent Exclusion stated in the Payment Services Regulations 2017. 

2.14. Additional User Requests and Additional Costs

 

If after making the reservation, the User requests any additional rental equipment or services directly from you, you are required to inform Babonbo customer service through platform chat or by writing to info@babonbo.com. Babonbo support service will make necessary arrangements on our system to update the values of the order. These changes will be reflected automatically to your earnings. These changes can only be done after the order is accepted by you and until the order is completed. If you change the order status to completed, you cannot claim any modification, damage or cleaning charge. 

• You cannot divert transactions or amounts due for transactions relating to equipment or consumables available on the Babonbo platform outside of it. 

 

• You cannot accept cash or credit card payments outside the Babonbo platform for additional products and services requested.

 

If any transaction or sum relating to Services outside the Platform is diverted, you shall still be obliged to pay us the Babonbo Provider Commission regarding the diverted transaction or the amounts due.

 

If Babonbo becomes aware that such a transaction has occurred without Babonbo's involvement, Babonbo may temporarily or permanently terminate the User's Babonbo account, and the Provider's Babonbo account and unpublish and/or remove Provider's shop from the Platform. In such a case, Babonbo is also entitled to charge the Babonbo Provider Fee which shall be calculated as if the transaction was placed through the Platform. 

2.15. Refunds managed by Babonbo

 

If a refund is to be made to a User, the refund shall be made by Babonbo as soon as the situation is clarified and agreed upon with the User and the Provider.

2.16. Change in the Amount User is Charged

 

We reserve the right, in our sole discretion, to (a) modify the User's payment amount should special situations arise with respect to the Services (for example, you have delivered non-compliant items, have not been able to adequately satisfy a particular request for the Services through the Babonbo platform, technical error on the website or the Babonbo mobile app, etc.); or (b) cancel the User's payment amount for a particular circumstance relating to the Services (for example, the User is charged for equipment rental services that have not been provided, in the event of a User complaint, scam, etc.).

 

2.17. Cancellation of Order by the User

 

A User may cancel bookings of the Services on the Platform or by contacting Babonbo or you directly. In case of cancellation at least 72 hours before the delivery date, the User receives a refund of the total payment, except for the Babonbo User Commission.

 

If the User requests full or partial cancellation within 72 hours before delivery time or is not present at the time of delivery (The provider must wait up to 15 minutes at the delivery address, 30 minutes if the delivery is at the airport), the User shall be charged the full amount and shall have no right for a refund. 

 

2.18. Cancellation of the order by the Provider

 

We take our commitment to providing the Services seriously and expect you to do so too. If you accept the rental request, you must make arrangements to provide the service on the day of delivery and collection.

 

After you have accepted the order request, if you know that you are unable to fulfil it for any reason, you must immediately notify the User and Babonbo and, if there are other Providers of such services in your area, you must assist the User in finding another Provider to fulfil the booking. In such case, cancellation shall be free of charge for the User including delivery cost and Babonbo User Commission. However, the Provider shall still be obligated to pay Babonbo Provider Commission for the Services that are not fulfilled by the Provider.

 

If you do not immediately notify the User of your inability to fulfil the order, then it shall be your responsibility to make the reservation.

 

In case of a no-show or no-response by the Provider for a delivery, the Provider may be asked to compensate, Babonbo for the loss of reputation and loss of time Babonbo suffered which Babonbo solely, at Babonbo’s discretion, determines the amount of the compensation, being at least €100. 

 

In fact, if you cancel a booking for the Services that are already accepted by you, the Provider shall initially be penalised in terms of visibility and ranking on the Platform of its store. If this violation persists, the store may be subject to a temporary and or permanent suspension, and therefore will no longer be visible on the platform and will not be able to receive orders.

 

2.19. Change in Commissions

 

Babonbo reserves the right to charge any commissions for any service Babonbo provides to Providers through the Babonbo platform or to change our costs for Users and / or Providers in the future. 

 

In such cases, Babonbo shall notify you at least 15 days in advance of the commission rate  changes to the service rate plan by email and/or push notification via the Babonbo App. 

 

2.20. Privacy - Appointment of Personal Data Processing Manager

 

You undertake to process the personal data of which you will become aware by joining the Babonbo Program in full compliance with Regulation (EU) no. 679/2016 of the European Parliament and of the Council, of 27 April 2016, relating to the protection of individuals with regard to the processing of personal data, as well as the free circulation of such data ("EU GDPR"), and in full compliance with the UK General Data Protection Regulation 2018 ("UK GDPR") or any other data protection laws and regulations that may be applicable to you depending on your and/or the User's nationality and/or country of residency, in order to avoid any illegal use, or even just improper of such information. (EU GDPR, UK GDPR and any other data protection laws and regulations collectively referred to as "GDPRs") 

 

In particular, by completing the online registration as a Provider on the platform, you agree to be appointed by Babonbo Ltd. ("Data Controller") as Data Processor. As such, you will process the personal data of Users that you will receive as a result of your joining the Babonbo Program according to the following instructions:

 

• you may process User personal data exclusively for the provision of the Services through this platform (as specified in the privacy policy on this platform) and for no other purpose unless otherwise required for the '' fulfilment of legal, fiscal or accounting obligations;

 

• you must process personal data lawfully and correctly, in compliance with the provisions of the applicable GDPRs and the information provided by the Data Controller in the privacy policy published on this platform;

 

• you are required to check the accuracy of the data collected and recorded constantly and, if necessary, to update them. In particular, such data must be relevant, complete and not exceeding the purposes for which they were collected, according to the instructions received from the Data Controller;

 

• in case of transfer of personal data to a third country or an international organization, in particular, outside the UK and European Union, you are required to comply with the written instructions provided by the Data Controller and to assist the Data Controller in verifying that the processing of personal data is carried out in compliance with applicable legislation  and on the basis of specific agreements on data transfer (Data Transfer Agreement) which provide for adequate guarantees and greater measures data protection as required by the relevant authorities;

 

• you undertake to implement, technical and organisational measures suitable to guarantee a level of security adequate to the risk of gravity for the rights and freedoms of natural persons and, in particular, in order to satisfy the obligation of the Data Controller to follow up on requests. 

 

• you must ensure that the persons authorized by you to process the personal data are committed to confidentiality or are subject to an appropriate obligation of confidentiality in accordance with the applicable GDPRs;

 

• you undertake to assist the Data Controller in ensuring compliance with the obligations set out in the applicable GDPRs, taking into account the nature of the processing and the information made available;

 

• you must make available to the Data Controller all the information necessary to demonstrate compliance with the obligations referred to in the GDPRs and to allow and contribute to the investigations, including inspections, carried out by the Data Controller or by another person appointed by the Data Controller;

 

• at the request of the Data Controller, you must delete or return all personal data relating to the processing to the Data Controller after the end of the provision of the Services and delete the existing copies, unless the applicable laws require the conservation of the personal data.

 

• You must diligently and correctly carry out the above instructions. It is understood that this appointment as Data Processor does not entail any right to a specific remuneration and/or indemnity deriving from the appointment itself. This appointment is valid for the entire duration of your participation in the Babonbo Program, without prejudice to the right of revocation by the Data Controller. The loss, on your part, of the requirements referred to in the applicable GDPRs will allow the Data Controller to exercise the right of withdrawal - without the obligation to pay any compensation - simply by sending a written communication containing the manifestation of the will to withdraw.

 

2.21. Babonbo trademark and rights to the materials published on the Babonbo Platform

 

By accepting this Provider T&C you expressly acknowledge that the ownership and all rights of the "Babonbo" trademark and any other material published on the Babonbo platform (collectively "IP Materials"), belong and will remain to Babonbo. You agree not to acquire any right, title or interest in such IP Materials by acting as a Provider under this Provider T&C. To avoid doubt, you explicitly acknowledge and accept that all goodwill relating to the IP Material or associated with it, including any other goodwill arising from your use of the IP Material, shall be for the benefit of Babonbo and belonging exclusively to Babonbo. Babonbo may at any time request confirmation of the assignment of goodwill resulting from your use of the IP Material.

 

 You are required to:

 

• not to do, or omit to do, or permit to do, any act that could weaken or damage the IP Materials or the reputation or goodwill associated with the IP Materials or Babonbo, or that could invalidate or compromise any record of the IP Materials or that could adversely affect the value or validity of the IP Materials or discredit Babonbo and / or the IP Materials;

 

• not to adopt or use any other trademark, symbol or device that incorporates or is identical or similar to the IP Material ("Similar Mark") and not to use the IP Material or any Similar Mark as, or as part of, your company name or trademark or style. It is not permitted to request or obtain, anywhere in the world, the registration of a Similar Trademark;

 

• not to register any domains, subdomains or social media accounts containing the IP Material or a Similar Trademark; And

 

• comply with all regulations and procedures in force or in use in your country to safeguard Babonbo's rights in the IP Materials.

 

2.22. Miscellaneous

 

The invalidity or inapplicability of any provision of this Provider T&C does not affect the validity or enforceability of the remaining provisions.

 

All notifications and other communications must be in writing.

 

Babonbo's failure to apply this Provider T&C does not constitute a waiver of them and does not affect the right to apply this Provider T&C subsequently.

 

This Provider T&C are an integral part of the entire agreement between the parties regarding the subject of this Provider T&C and replaces all other agreements and understandings.