1. General provisions
1.1. These terms and conditions of sale are in effect from the signing by the customer of an agreement to the accompaniment of a GDPR file, the preparation of a GDPR handbook or services performed by DPOAssociates, the acceptance of an invoice, the confirmation of an order via e-mail. mail, the signing of a quotation, … without this list being exhaustive.
1.2. All prior oral or written understandings and agreements with respect to these terms of sale shall be deemed null and void and superseded by the terms set forth herein.
1.3. The agreement is entered into on the basis of the prices and rates valid on the date of signature of the agreement, date of invoice, quotation or confirmation of the order by e-mail.
1.4. When a price offer is signed by the customer, a complete and legally valid agreement is deemed to have been concluded.
1.5. Only after this signature or, if necessary, after signing the sales agreement and payment of the agreed advance, DPOAssociates must proceed with the execution of the agreement under the modalities as further determined.
2. Guidance in the GDPR
2.1. The services of DPOAssociates consist of guiding companies and/or organizations in drawing up a GDPR handbook, both online and offline, offering support with versatile questions regarding privacy legislation and acting as a contact person between the customer and the authorities.
2.2. A fixed hourly rate of 75 €/h (excl. VAT) will be charged for all services related to DPOAssociates of the above website, based on the actual number of working hours worked. This does not apply to price offers or if a fixed price has been agreed. This also does not apply if the customer has concluded a maintenance contract.
If a fixed price has been agreed, the additional works, i.e. works performed on top of the previously determined assignment, will always be carried out at the hourly price and rate of 75 € per hour (excl. VAT). The additional works are proved by their mere execution.
2.4. Upon signing an order form or agreement to which these terms and conditions apply, the full amount due will be invoiced.
3. Duration and Termination.
3.1 An agreement between DPOAssociates and the customer for file support has a minimum term of 3 years, commencing on the date of signing the agreement. Termination is possible by registered letter, 6 months before the end of the first 3-year period. If this notice is given late, it will only be regarded as a notice for the following year. If no notice is given, the supervision and monitoring will be tacitly extended for a period of one year.
3.2 DPOAssociates has the right to terminate the agreement with immediate effect without notice of default or judicial intervention if:
a) The customer does not, improperly or incompletely adhere to the agreement concluded with DPOAssociates, including the associated sales conditions. Reference may be made to late payments, failure to provide requested information (on time), lack of transparency and cooperation, etc.
(b) The customer has been declared bankrupt. In that case, the customer is not entitled to any compensation.
c) If it appears that the customer does not adhere to the “Fair Information Principles”, DPOAssociates is entitled to terminate the cooperation, to place the online file offline, even without an explicit request from the judicial authorities.
All products and services provided by DPOAssociates may not be edited or processed in companies or organizations other than the company or organization for which the services were originally provided without the express permission of DPOAssociates. Intervention of a representative for privacy in a company or organization is only allowed when the information and tools produced by DPOAssociates are used as they are provided during the supervision itself and for which the contract was concluded.
The templates, tools concepts or model designs provided by DPOAssociates remain the property of DPOAssociates, may not be duplicated for other purposes than those for the company or organization that entered into the agreement.
DPOAssociates reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
DPOAssociates reserves the right to provide services provided as a reference to third parties at all times, unless otherwise agreed.
5. Performance of the agreement
DPOAssociates will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and insofar as required for the proper execution of the agreement, DPOAssociates has the right to have certain activities performed by third parties who work as a DPO as a subcontractor.
The customer ensures that all data, which DPOAssociates indicates are necessary or which the customer should reasonably understand to be necessary for the execution of the agreement, are provided to DPOAssociates in a timely manner. If the information necessary for the execution of the agreement has not been provided to DPOAssociates in time, DPOAssociates has the right to suspend the execution of the agreement and/or to charge the customer the additional costs resulting from the delay according to the usual rates. .
DPOAssociates is not liable for damage, of whatever nature, caused because DPOAssociates relied on incorrect and / or incomplete information provided by the customer.
If it has been agreed that the agreement will be executed in several phases, DPOAssociates can suspend the execution of those parts belonging to a following phase until the customer has approved the results of the preceding phase in writing.
The customer indemnifies DPOAssociates against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the customer.
6. Guidance and monitoring
The guidance period and the annual monitoring are binding for 3 consecutive years without any commitment from DPOAssociates. Unless expressly agreed otherwise in writing, non-compliance can never give rise to compensation.
7.Default, Suspension and Termination
7.1. Any complaint in connection with an invoice or invoiced works must be made by registered letter within five days of the invoice being sent, under penalty of inadmissibility.
If an invoice is not paid within the due date, a reminder will be sent. Administrative costs can be charged for this with a minimum of 20 euros.
At least every invoice that is not paid on time will be increased by 10% or with a minimum amount of 250 euros.
7.2. In addition, if a payment reminder is not followed up, DPOAssociates will suspend all ongoing services until full payment of all outstanding balances. This suspension is without prejudice to the right to demand payment in full of all outstanding amounts. Under no circumstances can this suspension give rise to legal claims (compensation, etc.) on the part of the customer.
7.3. In the event of suspension of current services, the fixed costs for this will continue unabated and these costs will also be invoiced.
7.4. If it clearly appears that the customer cannot settle the outstanding invoices (for example due to bankruptcy or suspension of payment), or indicates that it does not wish to do so, DPOAssociates can immediately and irrevocably terminate this agreement ipso jure and without notice of default, without notice or compensation. . This is also without prejudice to the right to demand payment in full of all outstanding amounts.
7.5. In the event of serious and/or repeated violations of this agreement by the customer or in the event of legal intervention, the agreement may be suspended or terminated, as stated in the previous articles.
7.6. A suspension can only be lifted if there is sufficient evidence of the fulfillment of all obligations by the customer.
7.7. In all cases of termination, by DPOAssociates or by the customer, all fees for ongoing services remain due until the effective day of the termination of the agreement. Upon termination, DPOAssociates reserves the right to claim full payment of all outstanding amounts plus interest and to claim damages for any damages it may have suffered as a result of customer’s acts or negligence.
7.8. Any administrative costs for the termination of this agreement, both by DPOAssociates and by the customer, are always at the customer’s expense.
7.9. Upon termination of this agreement, any data residing on a computer or server controlled by DPOAssociates may be deleted. Loss of this data can under no circumstances give rise to legal claims on the part of the customer.
7.10. As long as the elements that form part of the agreement are not paid in full, they remain the full property of DPOAssociates, regardless of the consensus on the modality of the sale. DPOAssociates reserves the right to take them back at the customer’s expense, wherever they may be. In this case, the agreement is dissolved without judicial intervention, without prejudice to DPOAssociates’ right to compensation.
7.11. Any invoice that is not paid on its due date will automatically and without notice of default entail a conventional default interest of 12%.
In addition to and above this conventional default interest, the customer will also owe compensation for every, even partially, unpaid invoice of 10% of the amount due, with a minimum of 250 euros, even if periods of grace are granted. This amount will be payable in addition to all court costs and costs of execution.
In the event of non-payment on the due date of an invoice, all non-expired
invoices without notice of default and immediately due and payable by operation of law.
If the invoice is issued at the request of the customer in the name of a third party, the customer remains responsible for payment.
Complaints and Liability
8.1. All possible cases of force majeure, i.e. in general all circumstances that prevent, reduce or delay the execution of the order or that would cause an excessive increase in the obligations of DPOAssociates, discharge DPOAssociates from its liability in any case. liability for failure to perform, late or defective performance of its obligations, without it being obliged to pay any compensation.
8.2. DPOAssociates will make every effort to have its performance run as quickly as possible, technically smoothly and with as little disruption as possible. However, in view of the technical complexity and variety of computer technology, DPOAssociates cannot be held liable for any interruptions, delays, malfunctions or loss of data, and makes no express or implied warranty on its performance. DPOAssociates cannot be held liable even in the event of the server’s failure. As soon as this shortcoming is noticed, DPOAssociates will do everything necessary to solve the server problems and put the website back online.
8.3.DPOAssociates is in its activities dependent on the cooperation, services and deliveries of third parties, on which DPOAssociates can exercise little or no influence. DPOAssociates can therefore in no way be held liable for incorrect information or services from third parties or for the negligence, default or default of these third parties.
8.4. DPOAssociates is not liable for violation of patents, license or other rights of third parties through the use of data provided to it by or on behalf of the customer for the execution of the assignment.
8.5. All complaints regarding the performance delivered must be notified to GDPR by registered letter within 8 days of discovery, but at the latest within thirty days after completion of the performance.
8.6. If the customer fails to accept the delivery, the period of 5 days starts to run when the invoice is sent.
8.7. Any defects in a part of the delivery do not entitle the customer to refuse the entire delivery.
8.8. The liability of DPOAssociates is limited to the reimbursement of the price of the non-conforming part of the performance, and cannot give rise to any other compensation.
8.9. The customer remains fully responsible vis-à-vis third parties for the content and form of the delivered services ordered by him.
8.10. The customer indemnifies DPOAssociates against all claims from third parties.
8.11. When paying an invoice, even in the case of a partial payment, it may always be considered that the works concerning the guidance in GDPR have been accepted and approved by the contracting partner with regard to price and quality, unless the contracting partner has protested the invoice within the following term.
8.11. DPOAssociates is not liable for damage in the broadest sense of the word, unless this damage is caused by gross negligence or intent on the part of GPR guidance.
8.12. A complaint does not suspend the customer’s obligations.
8.13. The damage suffered by DPOAssociates in the event of cancellation or termination of the agreement by the customer is determined at a maximum of 40% of the value of the contract.
8.14 If the co-contracting party fails to pay the invoice on the due date, the
agreement can be dissolved after DPOAssociates has indicated its will to do so by registered letter and without prior notice of default. In this case, DPOAssociates also has the right to claim compensation on top of the outstanding invoice amount, which is set at a maximum of 40% of the value of the contract and to demonstrate additional damage.
9. Choice of law and jurisdiction
9.1 Only Belgian law applies to all our contracts for deliveries and works.