APPROOF® REFERENCES Terms of use

IMPERBEL NV, with registered office at Bergensesteenweg, 32, 1651 Lot, Belgium, as licensor and/or service provider (hereinafter referred to as "DERBIGUM") provides you, as licensee and/or user (hereinafter referred to as “LICENSEE”), with the use of the DERBIGUM APPROOF® REFERENCES application via a web platform or as an app (hereinafter referred to as "APPROOF® REFERENCES") in accordance with these Terms.

APPROOF® REFERENCES is aimed at businesses only and exclusively (i.e. professionals in the construction business). Consumers are not authorized to use APPROOF® REFERENCES.

By downloading or otherwise using APPROOF® REFERENCES, you confirm that you are acting as a business and that you agree to be bound by the following Terms of use (hereinafter referred to as “Terms“) and our privacy policy and our Cookie policy.

If you have any queries about APPROOF® REFERENCES or these Terms, you can contact DERBIGUM by any of the means set out in article 15 of these Terms.

If you do not agree with these Terms, or if you do not qualify as business, you should stop using APPROOF® REFERENCES immediately.

Table of contents

  1. Scope of application
  2. Updates and modifications
  3. License
  4. End Users
  5. Compliance & monitoring
  6. Disclaimer of warranty
  7. Limitation of liability
  8. Security
  9. Acceptable Use
  10. Client data Processing
  11. Term and termination
  12. Amendments of these terms
  13. Severability
  14. Applicable law and jurisdiction
  15. Contact us
  16. ANNEX : Data Processing Agreement


Article 1 Scope of application

  1. These Terms shall apply to any use of APPROOF® REFERENCES and to all services contained in or accessed through APPROOF® REFERENCES (hereinafter referred to as “Services”), as well as to all any accompanying materials of APPROOF® REFERENCES.
  2. The use of APPROOF® REFERENCES is free of charge.
  3. The use of APPROOF® REFERENCES requires registration
  4. DERBIGUM shall be entitled to discontinue and/or modify the APPROOF® REFERENCES as well as any Services offered free of charge at any time and for no reason, unless DERBIGUM has confirmed to LICENSEE differently in written.
  5. APPROOF® REFERENCES allows its users, amongst others:
    - To manage a portfolio of project references,
    - To allow the location of each project on a map,
    - To describe the project with information such as technical characteristics, customer name, date of commissioning…
    - To share the information using a PDF export.


Article 2 Updates and modifications

  1. From time to time, DERBIGUM may provide updates for APPROOF® REFERENCES, in order to ensure the security of APPROOF® REFERENCES, to take into account any change of the functions of systems, to fix any errors, to adapt APPROOF® REFERENCES to any technical development, or for any other purpose as DERBIGUM sees fit.
  2. If LICENSEE uses APPROOF® REFERENCES as an app, LICENSEE shall immediately install at least such updates, which serve the security of APPROOF® REFERENCES and are marked accordingly. In any cases, DERBIGUM recommends always installing all updates promptly. Where LICENSEE fails to install updates, DERBIGUM may terminate this agreement and delete the associated user account.
  3. LICENSEE accepts that DERBIGUM always maintains only the current last version of APPROOF® REFERENCES.
  4. LICENSEE is invited to notify any error or malfunctions of APPROOF® REFERENCES to DERBIGUM as promptly as possible. In such case, LICENSEE is invited to provide reasonable assistance to DERBIGUM in identifying errors, for example, through paper printouts or system descriptions. From time to time, DERBIGUM could remedy such reported errors in the form of an update for APPROOF® REFERENCES, insofar as a reported error is reproducible.
  5. LICENSEE shall not be entitled to edit APPROOF® REFERENCES or to make any changes to it. The source code shall remain solely with DERBIGUM. If LICENSEE makes any change to APPROOF® REFERENCES or influences any interactions between APPROOF® REFERENCES and DERBIGUM’s systems and backend, DERBIGUM shall be entitled to the immediate blocking of LICENSEE's account. DERBIGUM shall not be liable for damages arising from such a change or influence.


Article 3 Licence (limited rights of use)

  1. APPROOF® REFERENCES is protected by intellectual property rights (i.e. copyrights as well as other exclusive rights). Upon registration, DERBIGUM grants LICENSEE non-exclusive, temporary and revocable rights to use APPROOF® REFERENCES on devices supported for such purpose exclusively for use in connection with DERBIGUM’s products and services offers, insofar as such use if performed by LICENSEE’s authorised and registered End Users.
  2. For the operation and the use of APPROOF® REFERENCES, all system and software requirements specified by DERBIGUM on its website or in any documentation pertaining to APPROOF® REFERENCES must be complied with. Compliance with the system requirements is LICENSEE's exclusive responsibility.
  3. LICENSEE is not authorized to remove or change copyright notices, trademarks, ownership information as well as other features for the identification of APPROOF® REFERENCES and of DERBIGUM.
  4. DERBIGUM grants LICENSEE no rights of use and exploitation exceeding the intended use as defined in these Terms. Any further use, exploitation, modification, reproduction or communication of APPROOF® REFERENCES is expressly prohibited.


Article 4 End Users

  1. LICENSEE shall be entitled to permit LICENSEE's employees to use APPROOF® REFERENCES only if such employees are registered as users of APPROOF® REFERENCES and have provided their complete professional contact details as requested in the ad hoc online registration form (hereinafter referred to as its “End Users”). Any violation of this obligation shall entitle DERBIGUM to exclude LICENSEE or any User from the use of APPROOF® REFERENCES.
  2. LICENSEE shall also obligate its End Users to comply with the current legal requirements on data protection, instruct them on such requirements and adequately document the same. LICENSEE shall be liable for infringements of the Terms by its End Users as for LICENSEE's own infringements and shall notify DERBIGUM of any violations without undue delay.
  3. LICENSEE must ensure that End Users are aware and agree with, and respect our [privacy policy] and our [cookies policy].


Article 5 Compliance & monitoring

  1. DERBIGUM shall be entitled to monitor compliance with any provisions of these Terms through suitable measures (e.g., remote monitoring and control or on-site inspections after consultation during normal business hours and without unreasonably impairing LICENSEE's business operations).
  2. Among other things for the protection of DERBIGUM and its associated companies, the use of APPROOF® REFERENCES will be recorded.
  3. If there are signs of any use of APPROOF® REFERENCES that would be contrary to these Terms, DERBIGUM shall be entitled, to block the access of LICENSEE and/or End Users to APPROOF® REFERENCES until the signs are refuted.


Article 6 Disclaimer of warranty

  1. Even though DERBIGUM will use all reasonable efforts to keep APPROOF® REFERENCES and the Services available (except downtimes for maintenance, updates, upgrades, repairs or any other technical requirements or contingencies), DERBIGUM does not warrant any service level.
  2. To the maximum extent permitted by the applicable law, DERBIGUM makes no warranty, representation or promise not expressly set forth in these Terms. Except as expressly warranted in these Terms, APPROOF® REFERENCES is provided on a “AS IS” basis. DERBIGUM disclaims and excludes any and all implied warranties, including, without limitation, those of merchantability, fitness for a particular purpose, non infringement, absence of defects, etc. DERBIGUM does not warrant that the functions of APPROOF® REFERENCES meet the requirements of LICENSEE, unless otherwise agreed contractually.
  3. All use of, and reliance on APPROOF® REFERENCES or any of its outputs or results (i.e. product descriptions, quotes, statement of work, technical specifications,...) (Hereunder referred to as the “Results”) by LICENSEE or its End Users, are at the sole risk of the LICENSEE. LICENSEE expressly understands and agrees that any Result obtained by using the APPROOF® REFERENCES should be reviewed and possibly modified, completed or corrected by a reasonably skilled, competent and knowledgeable professional.
  4. Given that APPROOF® REFERENCES is provided on a royalty-free basis, the disclaimer of warranty as provided in the present section is an essential part of the Terms and a condition for the grant of any right to use APPROOF® REFERENCES.


Article 7 Limitation of liability

  1. To the maximum extent permitted by the applicable law, and given that APPROOF® REFERENCES is provided on a royalty-free basis, DERBIGUM will not be liable for any direct or indirect damages resulting from any use of APPROOF® REFERENCES or any Service. DERBIGUM will not be liable for any loss of data, revenue or profit arising from your use of APPROOF® REFERENCES, the Services or the Results. DERBIGUM will not be liable for the unavailability of all of any part of APPROOF® REFERENCES,vices or Results.
  2. In addition to the liability and warranty limitations as set forth above, in any circumstances, DERBIGUM’s aggregate liability arising from or relating to these Terms, APPROOF® REFERENCES, the Services or the Results, which cannot otherwise be excluded by law, will not exceed the greater of i) 50 EUR or ii) any amounts paid by you to DERBIGUM for the past six months for the use of APPROOF® REFERENCES.


Article 8 Security

  1. LICENSEE shall be responsible to maintain adequate technical and procedural access controls and system security requirements and devices to ensure that there is no unauthorized or improper access to or use of APPROOF® REFERENCES or the Services or violation of data privacy or confidentiality from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, visitors, customers or affiliates of LICENSEE. LICENSEE will also be responsible for implementing and maintaining virus detection, quarantine, and eradication capabilities and other similar protections for its computers, software and systems. These capabilities and protections are not provided by DERBIGUM.
  2. It is LICENSEE’s responsibility to maintain the confidentiality and security of its accounts and its End User’s accounts. LICENSEE is responsible for any and all activities that occur under its End Users’ accounts. Each End User will have his or her own password. Passwords must be difficult to guess and should not be revealed by an End User to anyone else.
  3. In the event of any breach of security, including unauthorized access or use of APPROOF® REFERENCES, LICENSEE must immediately notify DERBIGUM using the contact details mentioned below.


Article 9 Acceptable Use

  1. LICENSEE warrants that it will not use APPROOF® REFERENCES, the Services or the Results for any unlawful, dishonest, disreputable, illegitimate, improper or immoral purpose and will not disparage DERBIGUM, APPROOF® REFERENCES or the Services.
  2. LICENSEE and its End Users will use APPROOF® REFERENCES, the Services and the Results exclusively in accordance with the present Terms and the applicable national and international laws and regulations, and will not infringe any third-party rights, in particular personality rights, image rights, copyrights, trademarks, naming rights or other third-party intellectual property rights.


Article 10 Client Data processing

  1. LICENSEE is fully responsible for its collection, transmission, uploading, storage, processing and any other use (hereinafter jointly referred to as “Processing”) of data pertaining to LICENSEE’s customers, prospects, contacts, or any other third party who is client or doing business with LICENSEE (hereinafter referred to as “Client Data”) within, through or by way of the APPROOF® REFERENCES.
  2. LICENSEE is responsible for the accuracy, integrity, completeness and content of Client Data.
  3. It is LICENSEE's responsibility to maintain its own adequate back-ups of such Client Data in order to ensure its continued use, securing and retention by LICENSEE (including in case of termination of these Terms).
  4. LICENSEE warrants that Client Data and the Processing of such Client Data will not infringe, misappropriate or violate the personality rights or intellectual property of any third party.
  5. LICENSEE warrants and represents that it has obtained the necessary consent of the concerned data subjects and/or right holders (the “Client”) for LICENSEE’s Processing of their respective Client Data, as well as for their transfer and further processing by DERBIGUM conforming to DERBIGUM’s [privacy policy] and the present terms and conditions. DERBIGUM shall have the right to contact them directly to confirm their agreement with DERBIGUM’s terms and policies.
  6. LICENSEE grants DERBIGUM a non-exclusive transferrable worldwide perpetual right to use Client Data for DERBIGUM’s own business purposes, in particular to advise LICENSEE and/or end customers and for market research, statistical, advertising and cross-references purposes. Where personal data of end customers are concerned, such right shall apply only if appropriate consent has been given (when needed).


Article 11 Term and termination

  1. The agreement is entered into for an unlimited period of time. It may be terminated at any time by both party, with a notice period of 1 (one) month.
  2. Notwithstanding its right to discontinue APPROOF® REFERENCES and the Services at any time, DERBIGUM shall be entitled to terminate this license agreement for good cause, in particular in case of serious breaches of these Terms or in the event of infringement of DERBIGUM's intellectual property rights in APPROOF® REFERENCES. Any and all of LICENSEE's rights of use shall expire upon receipt of the notice of termination.
  3. In less severe cases, DERBIGUM shall allow LICENSEE a grace period to correct the situation. If the issue occurs repeatedly, DERBIGUM shall be entitled to terminate the agreement without any further notice.
  4. Upon termination of this Agreement, LICENSEE and its End Users shall immediately discontinue all use of APPROOF® REFERENCES and delete any material (i.e. apps and/or documentation) related to APPROOF® REFERENCES from their computer storages and any other media, including, but not limited to, online and off-line libraries.


Article 12 Amendments of these Terms

The Terms may be amended or supplemented at DERBIGUM’s discretion to an extent that is reasonable for LICENSEE. In such event, registered LICENSEEs shall be notified in writing (e.g., to the email address provided by LICENSEE, via the information service for the product or via APPROOF® REFERENCES’s messaging system) not less than one month prior to the change coming into effect. The amended or supplemented Terms shall apply unless LICENSEE objects prior to the date when they come into effect, after DERBIGUM has specifically notified LICENSEE of the consequences of remaining silent. If LICENSEE does object, DERBIGUM may terminate these Terms immediately.

Article 13 Severability

If any provision of these Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability. All other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this Severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, DERBIGUM will have the right to terminate these Terms immediately.

Article 14 Applicable law and jurisdiction

  1. These Terms will be governed by the laws of Belgium without giving effect to conflict or choice of law principles.
  2. Any dispute in connection with the validity, the interpretation or the execution of these Terms, which cannot be resolved by mutual agreement, shall be submitted to Courts of Brussels, Belgium.


Article 15 Contact us

IMPERBEL SA
Bergensesteenweg 32
B-1651 LOT - BRUSSELS - BELGIUM


BCE/VAT number: BE0400484591

ANNEX : Data Processing Agreement


APPROOF® References


Data Processing Agreement


(hereunder referred to as the “DPA”)


between


Imperbel SPRL, 32 Bergensesteenweg, 1651 Beersel, Belgium, with registration number 0400.484.591, (also known under the trade name “Derbigum”), hereunder referred to as “Processor”


and


The client that is using the Derbigum Application, hereunder referred to as “Controller”,


Effective Date: same effective date as Processor’s Terms of Use (hereunder referred to as “TOU”) applicable to APPROOF® References (hereunder referred to as the “Derbigum Application”) used by the Controller, and of which this DPA is an integral part.


Whereas:


  • Client is using the Derbigum Application, which is an application that encompasses computing and/or storage functionalities that are offered as cloud computing services or “software as a service” (hereunder collectively referred to as the “Services”).
  • Pursuant to the TOU applicable to the Processor Application, which has been accepted by the Controller, some Services qualify as Personal Data Processing under the applicable Data Protection Law.
  • In such case, Controller appoints Processor to carry out such Personal Data Processing on behalf of Controller, and in accordance with the TOU and the present DPA.
  • By deciding to use and by using (and, if applicable, by configuring) the Derbigum Application, Controller determines the purposes for which, and the means by which, Personal Data is processed in such context, and is accordingly the controller for the purposes of compliance with the “Data Protection Law”;
  • Accordingly, for the purposes of compliance with the General Data Protection Regulation (EU) 2016/679 (the “GDPR”), and any other nationally applicable data protection law, (altogether hereunder referred to as the “Data Protection Law”), Processor will Process Personal Data, pursuant to the TOU and the present DPA, as a Processor;
  • In order to comply with article 28 of the GDPR, and in general , the Data Protection Law, it is necessary for a written agreement to be in place between Controller and Processor confirming certain terms on which the Processing will take place. 
  • The parties have, therefore, agreed to enter into this DPA to comply with this requirement.
Now it is hereby agreed as follows:


1. SCOPE

This DPA applies to the personal data processing carried out by Processor in its capacity of “processor” within the context of the performance of the TOU and the provision of the Services.


Besides the performance of the TOU, Processor is also controller of some data processing activities of its own, some of which being intrinsic to Processor’s activities and security standards. Such data processing activities are outside the scope of this DPA.


2. Definitions

Within the context of the performance of the TOU, and for the purposes of this DPA, the terms “Controller”, “Processor”, “Representative”, “Data Subject”, “Personal Data”, “Processing”, “Third Party”, “Personal Data Breach”, “Supervisory Authority” and “Data Protection Officer”, shall have the meanings given to them under the Data Protection Law (as well as, in general, any other terms defined by the Data Protection Law).


3. Details of the Processing Activity

The processing as carried out by Processor consists of a (standard) computing, storage and delivery of content service, which is provided automatically by Processor’s information technology network, and by a (standard) Derbigum Application.


The decision to use, and the use of the Derbigum Application are completely under the Controller’s control – including with respect to whether any personal data is uploaded into the Service and, if so, how that personal data is Processed by way of using the Services.


The Personal Data subject to Processing (hereunder referred to as “Processed Personal Data”), are those that the Controller decides to process with the Derbigum Application and the Services.


The Processed Personal Data and the categories of data subjects should normally be those that are described in the fields and forms provided in the Derbigum Application. Processor has no way to (and does not) control the quality and pertinence of the data.


4. Obligations on all parties

All parties shall comply with their respective obligations under the provisions of the Data Protection Law.


All parties and, where applicable, their representatives, shall cooperate, on request, with the supervisory authority in the performance of its tasks.


5. SPECIFIC Obligations of PROCESSOR

5.1 Controller’s instructions

Processor shall, for the purposes of the Processing under this DPA and in respect of the provision of the TOU, process the Processed Personal Data solely in accordance with the instructions of the Controller.


Controller hereby instructs Processor to carry out (i) any Processing necessary for the provision of the Services by Processor to Controller; and (ii) any further or ancillary Processing Processor deems necessary to ensure provision of the Services including any support, improvement and/or development of the solutions or any other action Processor shall deem necessary at all times using appropriate technical and organizational measures. Taking into account the nature of the Services, the TOU and the use by the Controller of the features and functionalities made available by Processor as part of the Service are the Client's complete and final instructions to the Processor in relation to processing of personal data.


Processor and any person acting under the authority of Processor, shall not process the Processed Personal Data except on such instructions from Controller (including with regard to transfers of Processed Personal Data to a third country or an international organization), unless Processor is required to do so by Union or Member State law to which Processor is subject (in which case, Processor shall inform Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest).


Processor shall immediately inform Client if, in its opinion, an instruction of Client infringes any provision of the Data Protection Law.


5.2 Confidentiality

Processor ensures that persons authorized to Process the Processed Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.


5.3 Security of the Processing

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 risks of varying likelihood and severity to the rights and freedoms of natural persons, Processor shall Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter-alia as appropriate: (i) the pseudonymisation and encryption of the Processed Personal Data (as appropriate); (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to the Processed Personal Data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing.


Processor is responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all personnel with respect to the Processed Personal Data and liable for any failure by such personnel to meet the terms of this DPA. Processor takes reasonable steps to confirm that personnel are protecting the security, privacy and confidentiality of the Processed Personal Data consistent with the requirements of this DPA.


Processor shall notify Controller of any Personal Data Breach by Processor or its Sub-processors affecting the Processed Personal Data without undue delay and in any event not later than forty-eight (48) hours of becoming aware of a Personal Data Breach unless Processor is able to show that the Personal Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons. Processor shall also provide the Controller with full and ongoing assistance in relation to each Party’s obligations under the Data Protection Laws in accordance with any timescales reasonably required by the Controller and the Supervisory Authority concerned, when applicable.


5.4 Assignment of Subcontractors

Client gives a general authorization to assign subcontractors.


Processor shall inform Controller if it intends or requires to engage Sub-processors (other than Existing Subprocessors who Processor may continue to use without the need for further approval of Controller) to help it satisfy its obligations in accordance with this DPA or the TOU, or to delegate all or part of the Processing activities to such Sub-processors.


In such case Processor inform the Controller of its intention to engage a Sub-processor and the Controller shall have the right to oppose such engagement where the Controller has legitimate reason for such objection. In such case the Controller shall inform Processor of any objection in writing within thirty (30) days following receipt of notice regarding the proposed change of Sub-processor. Processor shall inform the Controller by notification by email to the email addresses registered for the Controller’s administrator in the Derbigum Application. Processor ensures that the Sub-processor is committed to the same data protection obligations particularly in respect of guarantees to implement appropriate technical and organizational measures regarding the Processing activities. In any cases, Processor remains liable to Controller for the Sub-processors’ acts and omissions with regard to data protection where such Sub-processors act on Processor’s instructions.


5.5 Assistance for the fulfillment of Client’s obligations

5.5.1        Data subjects’ rights

Data Subjects whose Personal Data are Processed have the right to request access to such Personal Data, and to request correction, erasure, blocking and/or portability of such Personal Data under conditions established by Data Protection Law.  Any such requests that would be received by Processor shall be transmitted to and considered by Controller.


Taking into account the nature of the processing as described above, Processor shall assist Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Controller's obligation to respond to requests for exercising the data subject's rights.


As part of the Services, Processor provides Controller with the ability to rectify, erase, restrict or retrieve the Processed Personal Data. Controller shall use these abilities to fulfil its obligations to respond to requests for exercising data subject's rights. In case of further assistance request from the Controller, such assistance shall be invoiced by Processor to Client as additional pay per hour work.


5.5.2        Security matters

Taking into account the nature and the information available to Processor (and remaining within its limited scope of control on the Processing), and upon specific request of Controller, Processor may assist Client in ensuring Client’s compliance with the obligations pursuant to Articles 32 to 36 of GDPR (security obligations, obligations in case of Personal Data Breach and obligations to perform, in certain circumstances, Data Protection Impact Assessments). Such assistance is not included within the Services and shall be invoiced by the Processor to Controller as additional pay per hour work.


If the results of any possible Data Protection Impact Assessment pertaining to the processing of the Processed Personal Data and to the Services imply any substantial modification to the Services provided by Processor, Controller and Processor agree to renegotiate the terms of the TOU accordingly (taking into account such results as well as any advice that the parties would have received from the Supervisory Authority).


5.6 Accountability and Audit

Upon Controller’s request in written, Processor makes available to Controller all information necessary to demonstrate compliance with the obligations laid down in this DPA. Where information is non-confidential or non-sensitive it will be made accessible by Controller via a straight-forward process (e.g. via the Processor's website). Where information is confidential, Processor may make it available to Client upon request but may require the Client to first execute a non-disclosure agreement which is acceptable to Processor. Processor may in its sole discretion choose not to disclose certain high-sensitive security information. Processor may require the Client to pay a fee for information (this additional fee will be reasonable and will not be used to prevent the Client from accessing information about the security controls for the service).


If in Controller’s reasonable judgment, sufficient information to confirm and demonstrate compliance with the terms of this DPA, is not provided then Controller is entitled to appoint a third-party independent auditor in the possession of the required professional qualifications and bound by a duty of confidentiality, which auditor must be reasonably acceptable to Processor, to inspect its compliance with this DPA and the Data Protection Laws required to determine the veracity and completeness of the statements submitted by Processor under this DPA. 


Controller and Processor shall mutually agree upon the scope, timing, and duration of the audit. Controller shall promptly notify Processor with information regarding any non-compliance discovered during the course of an audit. Controller may not audit Processor more than once annually. Controller is responsible for all costs and fees related to such audit including, but not limited to, the professional fee of any auditor and all reasonable costs and fees for time Processor expends for any such audit, which shall be invoiced by Processor as additional pay per hour work. All information processed or created during an Audit is Processor’s confidential information. Before sharing such information with the Controller, Processor may require the Controller to first execute a non-disclosure agreement which is acceptable to the Processor.


If a Supervisory Authority requires an audit of the Services in order to ascertain or monitor Controller's compliance with Data Protection Laws, Processor will cooperate with such audit. Likewise, Customer shall be responsible for the costs of such an audit.


5.7 End of the provision of Services relating to processing

Processor deletes or returns (in accordance with the terms and conditions set forth in the main TOU), all the Processed Personal Data to Client after the end of the provision of Services relating to processing or in case of Termination of the DPA, and deletes existing copies unless Union or Member State law applicable to Processor requires storage of the Processed Personal Data. Processor shall not thereafter Process such Personal Data.


6. Duration

This DPA shall commence on the Effective Date and shall remain in force thereafter for as long as the TOU remains in full force and effect or unless terminated by either Party in accordance with Section 7 herein.


7. Termination

This DPA terminates in any cases when the TOU terminates.


Notwithstanding anything else contained herein, the following will be considered as causes of early termination of this DPA, which will give the parties the right, at their election and in addition to whatsoever other remedies which they may have in law, to terminate this DPA with immediate effect by way of written notification to the other parties:



  • Failure to fulfil any of the obligations set out in this DPA, such a failure not having been remedied within thirty (30) days of written notification to the party in breach specifying the failure to comply and seeking fulfilment thereof; or
  • The extinction of the legal personality of any of the parties, suspension of payments, judicial commencement of insolvency proceedings or declaration of bankruptcy or any other situation of insolvency.

8. Disclosures


Processor will not disclose Personal Data Processed pursuant to the TOU and this DPA to any third party, or category of third party without Controller’s consent, unless Union or Member State law applicable to Processor requires otherwise.


9. RESERVATION OF RIGHTS

Controller hereby confirms warrants and agrees that it does not and will not assert or claim any interest or rights in any way under Data Protection Laws or otherwise in respect of any Processing of Personal Data under any other part(s) of the Derbigum Application or of the Services than the Processed Personal Data, and Processor reserves its rights in respect of same. 


10. Miscellaneous

Unless specifically amended in this DPA, the TOU remains in full force. If there is any conflict or inconsistency between the provisions of the Present DPA and any of the provisions of the TOU, the provisions of this DPA shall prevail.


The purpose of this DPA is to secure an adequate level of protection for the Data Subjects’ Personal Data. It is the intention of the Parties that this DPA shall be interpreted in the light of Data Protection Laws.


11. Governing Law

The Parties agree that the laws of Belgium shall apply to any disputes or differences relating to the Processing of Personal Data and that the French speaking Courts of Brussels shall have jurisdiction in relation to such matters.


Whenever there are changes to the legal provisions referred to in this DPA or regarding requirements of Data Protection Law relevant to the rights or obligations created by this DPA, or if the Supervisory Authority concerned makes changes to best-practice guidance, the Parties shall, if necessary, agree upon respective changes to this DPA.


12. Notices

Any notice or other communication under this DPA shall be in writing and shall only be considered valid if sent first by e-mail and then by registered mail to the relevant e-mail and address given above.


13. Entry into force

This DPA will come into force as from the Effective Date.


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