Terms and Conditions

General Terms and Conditions DPO Associates BV.

(Version 3.0 dd 11/09/2023)

‘Dpo Associates’ in these General Terms and Conditions and elsewhere on https://dpoassociates.eu (hereinafter referred to as the Website) means the company, Dpo Associates Bv, established and headquartered in Limburg, Belgium. Dpo Associates Bv is registered in the Crossroads Bank for Enterprises with company number: 0781.552.160. The website‘https://dpoassociates.eu, as well as the applications and other offerings of Dpo Associates are operated by:

Dpo Associates Bv

Gezelle Avenue 113/1

B-3550 Heusden-Zolder

VAT: BE 0781.552.160

If you have any questions about these Terms and Conditions, please contact us by mail at: info@dpoassociates.eu or by phone: +32 473 538 424.

1. Content and scope of the General Terms and Conditions

These General Terms and Conditions apply to all Services provided by Dpo Associates to its Clients from the moment of the signing by the client of an agreement relating to the guidance of a GDPR file, the preparation of a GDPR awareness training, legal services performed by Dpo Associates, the acceptance of an invoice, the confirmation of an order via emailing, the signing of an offer, … without this enumeration being exhaustive.

Without prejudice to any contrary provisions of specific agreements entered into in writing between Dpo Associates and the Client and without prejudice to the Special Terms and Conditions, which may or may not be attached to these General Terms and Conditions.

The placing of orders, giving instructions or otherwise purchasing Dpo Associates’ Services implies a perusal and acceptance of these General Terms and Conditions and the Special Terms and Conditions applicable to the Services.

The application of any general and special terms and conditions of the Client (including, but not limited to, terms and conditions of purchase) to the Client’s relationship with Dpo Associates is expressly excluded, regardless of when Dpo Associates was notified and without requirement of any protest by Dpo Associates. Under no circumstances will any general and special terms and conditions of the Client be deemed to be implicitly or tacitly accepted by Dpo Associates.

These General Terms and Conditions, together with any agreement entered into between the Client and Dpo Associates, constitute the entirety of all understandings and agreements between the Parties concerning the subject matter hereof. All prior oral or written understandings and agreements relating to these terms and conditions of sale are deemed null and void and superseded by the terms and conditions set forth herein.

Any deviation from these Terms and Conditions is accepted only if Dpo associates expressly accepts it in writing or if different terms are in force. The General Terms and Conditions or deviations by specific agreement between the parties to the contrary may be invoked against Dpo associates. Nevertheless, these general terms and conditions remain applicable, subject to deviations or divergent terms accepted by Dpo associates, as long as they are not compatible with each other.

In case of contradictions, the provisions of the Special Terms and Conditions shall prevail over the provisions of these General Terms and Conditions with respect to the Services to which the Special Terms and Conditions apply. In the event of a conflict between these General Terms and Conditions or applicable Special Terms and Conditions and a specific agreement between the Parties, the specific agreement between the Parties shall prevail over the Special Terms and Conditions and the General Terms and Conditions with respect to the Services to which the specific agreement relates.

2. The services of Dpo Associates

Dpo Associates’ services include assisting companies and/or organizations with GDPR filings, both online and offline, providing support with multifaceted privacy law questions, and acting as a liaison between the client and the government.

For all services related to Dpo Associates of the above website, a fixed hourly rate of 85 €/hr (excluding VAT) is charged based on the actual number of hours worked. This does not apply to price offers or if a fixed price has been agreed upon in the special terms and conditions.

If a fixed price has been agreed upon, additional work, i.e. work performed over and above the predetermined order, will always be performed at the hourly price and hourly rate of 85€ per hour (excluding VAT). The additional work is proved by its single execution.

Upon signing a purchase order or agreement to which these terms and conditions apply, the full amount due will be invoiced.

If it has been agreed that the agreement will be performed in several phases, Dpo Associates may suspend the performance of those parts belonging to a subsequent phase until the client has approved in writing the results of the preceding phase.

All Services performed by Dpo Associates for its Clients are performed to the best of its ability. Accordingly, Dpo Associates enters into a means obligation only and not a result obligation in its performance. Dpo Associates guarantees that it performs its assignment in complete independence and will independently set its agenda, with the understanding that it will strive to meet any agreed delivery deadlines. However, these delivery dates are always approximate and in no way imply an obligation of result for Dpo Associates.

The Client undertakes to cooperate in good faith with Dpo Associates and to provide it with all necessary and/or useful documents and information related to the performance of the Services in a timely manner. It is the sole responsibility of the Client to ensure that the information provided does not infringe any intellectual rights or any other third party claim. The Client bears liability for all damages resulting from information communicated in error or late.

If the Services are performed at the Client’s premises, the Client must provide desk equipment, a connection to the Internet and, if necessary, connection to local servers with the necessary authorizations, as well as the necessary materials and documents to enable the employee to properly perform the Services.

Contracts, proposals, contractual terms, policies, notices, models, templates, forms, advice, strategies, suggestions, communications, reports, documents or other materials provided by Dpo associates in performance of the Services are for the Client’s internal use or own use in the conduct of its business only, unless otherwise agreed by the Parties. Under no circumstances shall the Client provide any materials of Dpo Associates, whether for free or for valuable consideration, to third parties except with the prior written consent of Dpo Associates. Except as previously agreed by the Parties, Client is also not entitled to provide the materials to affiliates. However, for clarification purposes, the Client is permitted to provide Dpo Associates’ materials as contractual terms, policies, contract proposal or offer to its potential, current or former contracting party for signature, acceptance, in the context of negotiations or in performance of a duty to inform as an invoice, demand, notice of default, suspend, interrupt, litigate, conclude, settle, settle, terminate a contract or otherwise exercise Client’s rights to third parties to implement and elaborate or otherwise use advice, strategies, policies or suggestions if this follows logically from the assignment or nature of the materials

3. Duration, monitoring and termination

The guidance period and annual monitoring are binding for 3 consecutive years without any commitment from Dpo Associates. Except where the special agreement specifies a different delineated period, whether in number of days, period, or other limiting form.

Thus, an agreement between Dpo Associates and the customer for file support has a minimum term of 3 years, starting from the date of signing the agreement. Termination is possible by registered letter 6 months before the end of the first 3-year period. In case of late cancellation, it only counts as cancellation for the following year. In the absence of notice, the supervision and monitoring shall be tacitly renewed for a period of one year. Unless otherwise agreed in deb special conditions.

4. Termination of Services by Dpo Associates.

Dpo Associates has the right to terminate the agreement with immediate effect without notice of default or judicial intervention if:

1. The customer does not, does not properly or does not fully comply with the agreement entered into with Dpo Associates, including its terms and conditions of sale. Reference can be made to late payments, failure to provide requested information (on time), lack of transparency and cooperation, etc.
2. The client was declared bankrupt. In this case, the customer is not entitled to any compensation.
3. If it is found that the customer does not comply with the “Fair Information Principles”, Dpo Associates is entitled to terminate the cooperation, place the online file offline, even without an explicit request from the judicial authorities.

In the event of dissolution, Dpo Associates’ right to claim compensation for costs, interest and damages shall survive and all claims of Dpo Associates against the Client shall become immediately due and payable.

5. Termination of Services by the Client.

Unless otherwise agreed in writing, the Client may terminate the agreement to provide Services at any time by means of a letter addressed to Dpo Associates subject to 30 calendar days’ notice which shall be deemed to commence on the date of receipt of such letter by Dpo Associates. In this case, Dpo Associates retains all advances already paid and the right to invoice the Client for services yet to be rendered within the notice period.

The Client has the right to terminate the contract in case of contractual default of Dpo Associates, subject to justification and prior notice of default granting DPO Associates a grace period of 30 calendar days. If the default is not rectified within that period, or if rectification should prove impossible, the agreement shall be dissolved by operation of law and without further notice.

6. Charges upon Termination, default or suspension

Any complaint related to an invoice or billed works must, under penalty of inadmissibility, be submitted by registered mail within thirty days of receipt of the invoice. If an invoice is not paid by the due date, a reminder will be sent. If the invoice has not been paid after this first free reminder, and you cannot prove that you did not receive the invoice or the reminder, administrative costs will be charged for each sending of new reminders with a minimum of 20 euros. In any case, any legitimate invoice not paid within a 30-day period will be increased by 10% or by a minimum amount of 250 euros.

In addition, if a payment reminder is not acted upon, Dpo Associates will suspend all ongoing services until full payment of all outstanding balances. This suspension is without prejudice to the right to demand full payment of all outstanding amounts. Under no circumstances can this suspension give rise to legal claims (damages, etc.) on the part of the customer. If the invoice is prepared in the name of a third party at the customer’s request, the customer remains responsible for payment.

If ongoing services are discontinued, the fixed costs for this will continue unabated and these costs will also be billed. If it clearly appears that the client cannot pay outstanding invoices (for example, due to bankruptcy or suspension of payments), or indicates that it does not wish to do so, Dpo Associates may immediately and irrevocably terminate this agreement by operation of law and without notice of default, without notice or compensation. This is also without prejudice to the right to demand full payment of all outstanding amounts. In case of serious and/or repeated violations of this agreement by the customer or judicial intervention, the agreement may be suspended or terminated as mentioned in the previous articles.

A suspension can only be lifted if there is sufficient evidence of the customer’s fulfillment of all obligations.

In all cases of termination, by Dpo Associates or by the client, all fees for ongoing services will remain payable until the effective day of the termination of the agreement. Upon termination, Dpo Associates reserves the right to demand full payment of all outstanding amounts plus interest and to seek damages for any losses suffered as a result of acts or omissions of the client.

Upon termination of the main agreement, the relevant data located on a computer or server managed by Dpo Associates will be transferred to the client within a reasonable period of time. After the transfer of the data in question, the data will be verified and deleted, except for the specific data that must be kept by law.

As long as the elements included in the agreement are not paid for in full, they remain the full property of Dpo Associates, regardless of the consensus on the modality of the sale. Dpo Associates reserves the right to take them back at the customer’s expense, wherever they are located. In such case, the contract shall be terminated without judicial intervention, without prejudice to Dpo Associates’ right to damages.

7. Complaints and Liability

“Dpo Associates will make every effort to keep its performance as fast as possible, technically smooth and with as little disruption as possible. However, given the technical complexity and variety of computer technology, Dpo Associates cannot be held liable for interruptions, delays, failures or data loss, and makes no express or implied warranty regarding its performance if Dpo Associates can prove that it has done everything in its power to prevent this problem. If the client can prove that the problem was caused by the negligence of Dpo Associates, Dpo Associates may be held liable for damages caused.”

“If Dpo Associates wants to work with third parties and this third party is going to process the client’s personal data, then Dpo Associates must enter into a processor agreement with this third party. Even if it is only technical services, DPO Associates will have to ensure in its contractual terms with the third party that the third party guarantees due diligence in performing its assignment.”

Dpo Associates is not liable for infringement of patents, licenses or other rights of third parties by use of data provided to it by or on behalf of the client for the performance of the assignment.

“All complaints regarding the services provided must be communicated to the competent Data Protection Authority by registered mail within five days of discovery, but no later than 30 days after completion of the service.”

If the customer does not accept the delivery, the 5-day period begins to run at the time the invoice is sent.

Any defects in any part of the delivery do not entitle the customer to refuse the entire delivery.

Dpo Associates’ liability is limited to reimbursement of the price of the non-conforming part of the performance and cannot give rise to any other damages.

The customer remains fully responsible to third parties for the content and form of the delivered services ordered by him.

The customer shall indemnify Dpo Associates against all third party claims except for gross negligence and obvious errors.

Upon payment of an invoice, including partial payment, it may always be assumed that the work regarding the guidelines in the AVG in terms of price and quality has been accepted and approved by the client, unless the client does not pay the invoice within the following period.

DPO Associates shall not be liable for damages in the broadest sense of the term, unless such damages are the result of deficiencies in the preparation of the GDPR file.

A complaint does not suspend the customer’s obligations. The damages suffered by Dpo Associates in the event of cancellation or termination of the contract by the client shall be set at a maximum of 40% of the value of the contract.

If the customer fails to pay the invoice by the due date, Dpo associates has the right to terminate the contract. Dpo employees may express their desire to do so by registered letter and without prior notice. In this case, the Dpo staff shall also have the right to claim compensation and prove additional damages in addition to the outstanding invoice amount, set at a maximum of 40% of the value of the order.

8. Force majeure

Dpo Associates cannot be held liable in any way if it cannot perform its commitments or cannot perform them on time due to Force Majeure. It shall inform the Client as soon as possible of the nature of the Force Majeure and its probable duration. From then on, the performance of the obligations affected by the Force Majeure shall be suspended for the duration of the Force Majeure, without the Client being entitled to any compensation.

If the Force Majeure lasts longer than two months, or is of a permanent nature, both Parties are entitled to terminate the Agreement by registered letter to that effect, without further notice and without this giving rise to any right to compensation on the part of the other Party.

If, at the occurrence of the Force Majeure, Dpo Associates has already performed some Services or can only satisfy part of the Services or has incurred costs, it is entitled to invoice the part of the Services already performed, as well as the costs incurred, and the Client is obliged to pay this invoice.

The Client’s commitment essentially constitutes a payment obligation whereby Force Majeure is expressly excluded.

9. Personal Data Protection

The Processing of Personal Data by Dpo Associates as Controller shall be done in accordance with the provisions of the Privacy Statement(https://dpoassociates.eu/en/privacy-policy/). Dpo Associates may process the identification and contact information of the Client and/or its employees for the purposes of client administration, accounting and management of any disputes.

For more information on the Processing of Personal Data and how Data Subjects can exercise their rights, the Client should consult the Privacy Statement. The Client will notify its employees accordingly.

The Client guarantees to have sufficient legal basis to transfer the Personal Data and to provide the Data Subjects with this information regarding the processing including reference to the Privacy Statement.

While performing the Services, Dpo Associates does not act as a Processor with respect to the Client. If based on clear written request by the Client and written agreement by Dpo Associates, Personal Data is nevertheless Processed by Dpo Associates as Processor, this will be done on the basis of the provisions of the processor agreement which may be added by Dpo Associates in an Annex (DPA) to these General Terms and Conditions.

Without prejudice to the provisions of Article 4 of the GDPR and If any aspect of the performance of the Services is outsourced to third parties, including lawyers, accountants, bailiffs, notaries, foreign agencies, governments and the like, Dpo Associates will always exercise due diligence in selecting such third parties. Dpo Associates will always seek the prior agreement of the Client before proceeding with such outsourcing, except in the event of circumstances that make this impossible or unreasonably difficult, such as, e.g., in cases of urgency or failure to receive a response from the Client within a reasonable period of time. In doing so, Dpo Associates acts as the Client’s agent, in the Client’s name and on the Client’s behalf. No contractual relationship exists between Dpo Associates and the designated third party. Dpo Associates cannot be held liable in any way for any failures of these third parties in the performance of their assignments, including gross and willful misconduct.

10. Intellectual rights

All products and services provided by Dpo Associates may not be processed or incorporated into any business or organization other than the business or organization for which the services were originally provided without the express permission of Dpo Associates. Intervention by a privacy representative in a business or organization is permitted only if the information and tools produced by Dpo Associates are used as provided during the monitoring itself and for which the contract was made.

The templates, tool concepts or model designs provided by Dpo Associates remain the property of Dpo Associates, may not be duplicated for purposes other than those for the company or organization that entered into the agreement.

Dpo Associates retains the right to use the knowledge gained through the performance of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

Dpo associates has the right to disclose its activities with the client to third parties for marketing purposes. It does not disclose sensitive data about the company, but is allowed to tell third parties exactly what activities it has conducted and what positive effects it has led to.

11. Confidentiality

The Parties undertake to maintain complete confidentiality of all Confidential Information provided by the disclosing Party. In such confidentiality, the Parties shall maintain a level of protection commensurate with the sensitivity and commercial value of relevant Confidential Information, but the Parties shall at all times and for all Confidential Information maintain at least a reasonable level of protection.

The Parties acknowledge that the direct or indirect provision of Confidential Information under application of these General Terms and Conditions does not constitute a transfer of ownership of the Confidential Information, nor does it constitute any grant of rights, except to the extent expressly provided otherwise in these General Terms and Conditions, applicable Special Terms and Conditions or any other agreement between the Parties.

The Parties will only use and provide Confidential Information received to employees, employees, associates, directors, appointees, agents, (sub)contractors, consultants and affiliates to the extent necessary for the performance of assignments. The Parties warrant and indemnify that all employees, employees, associates, directors, appointees, agents, (sub)contractors, consultants and affiliates to whom Confidential Information of the disclosing Party is provided are bound by a duty of confidentiality at least as stringent as the duty of confidentiality imposed in this Article 11.

The confidentiality obligation imposed by this Article 11 does not apply to the extent that the receiving Party can demonstrate that the information received: (i) is generally available to the public or has become generally available to the public without any wrongful act or inaction in this regard on the part of the receiving Party or its employees, employees, associates, directors, appointees, agents, (sub)contractors, consultants and affiliates; or (ii) was validly in the possession of or known to the receiving Party prior to receipt by the disclosing Party; or (iii) was validly disclosed to it without a duty of confidentiality by a third party who has no duty of confidentiality to the disclosing Party; or (iv) was independently developed by the receiving Party without having access to Confidential Information or without using any Confidential Information of the disclosing Party in this regard; (v) was expressly designated as non-confidential by the disclosing Party; or (vi) must be released or communicated on the basis of a legal obligation or court order, provided that the receiving Party shall notify the disclosing Party of such obligation as soon as possible, shall first consult with it, if possible, on the mandatory release, and shall limit the disclosure of such information to the minimum required by law or court order.

Upon termination of the Agreement, the Receiving Party undertakes to return (copies of) the Confidential Information to the Disclosing Party or destroy it, as the wishes of Disclosing Party or as the Services require. This notwithstanding, Dpo Associates reserves the right to destroy (copies of) the Confidential Information if returning (copies of) the Confidential Information would create a disproportionate burden on the part of Dpo Associates.

This Article 11 will survive the end of the Agreement between the Parties for a period of 5 years after termination. Notwithstanding, after the end of this period, this Article 13 shall continue to apply to trade secrets provided by the disclosing Party to the receiving Party for as long as the trade secrets maintain their secrecy. For clarification, any violation of this Article 11 by the receiving Party shall not eliminate the secrecy of these trade secrets.

The provisions of this Article 131 apply in full to courses organized by Dpo Associates. The parties acknowledge that all completed work remains the exclusive property of Dpo Associates. Material distributed during these trainings will not be copied, redistributed or resold by the receiving Party, except for the pre-agreed number in terms of copies. These materials include but are not limited to handouts, reports, visual materials and text documents. These materials are for the internal use of the receiving Party only. The receiving party also agrees not to remove any copyright notices and disclaimers or other terms placed by Dpo Associates in the materials.

12. Choice of law and jurisdiction

The General Terms and Conditions, the Special Terms and Conditions, the performance of Services and any other agreement between Dpo Associates and its clients are governed by Belgian law to the exclusion of the rules of International Private Law and other rules of any nature that would make any other law or rules of law applicable.

All disputes relating to the General Terms and Conditions, the Special Terms and Conditions, the performance of Services and any other agreement between the Parties shall be submitted exclusively to the competent courts of the judicial district of Limburg unless otherwise agreed in the Special Terms and Conditions.

13. Accept terms of use

1. Acceptance

The terms of use of Dpo Associates are accepted by you accessing and using the website yourself. At that time, you accept and acknowledge the use of our services and accept all the terms of use contained in this statement. The Terms of Use can be accessed at any time on our website: https://dpoassociates.eu

2. Change

Dpo Associates may change these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the website and update the “Last Updated” date at the top of these Terms. We will also notify you by email of material changes at least 30 calendar days before they take effect. In case of written protest against the amended Terms and Conditions within 15 calendar days of the notification, the Terms and Conditions will remain in effect on the performance of the Services accepted by the Client with respect to those Services.

If you disagree with the revised terms, you may immediately terminate this agreement as provided in these terms.