Terms and conditions

Definitions

The site and the GDPRfolder business, are managed by SPRL Eucoprise, whose registered office is at Galerie du Roi 18, 1000 Bruxelles, which is designated in these terms and conditions by the acronym GDPRfolder.

By “originator”, we mean any natural or legal person to whom GDPRfolder makes an offer or with which GDPRfolder concludes a contract for the provision of services or the sale of products, this offer or this contract being declared subject to following general terms and conditions. Due to the business of GDPRfolder, only legal persons or independent workers can contract with GDPR FOLDER and therefore no consumer will be a client of GDPRfolder.

Application

These general terms and conditions apply to all offers made by GDPRfolder and to all contracts that GDPRfolder concludes with any originator for the purpose of performing services or supplying products. The originator, by signing a purchase order, an offer or an online contract with GDPRfolder, formally accepts these terms and conditions and waives his own terms and conditions, even if these are attached to one of its commercial documents and even if they exclude the general terms and conditions of his suppliers.

Any derogation from these terms and conditions is valid only to the extent that it has been expressly agreed upon in a written document signed by an authorized signatory of GDPRfolder, and that it is expressly indicate the article of these terms and conditions to which an exception is made. For contracts with a duration of more than one year, GDPRfolder reserves the right to modify these general terms and conditions and to declare the new terms applicable to the contractual relations. The modified general terms and conditions come into force 30 days after the modifications are announced to the originator.

Validity of terms and conditions: Unless there is an express derogation in the special conditions, contracts with the originator have a duration which expires on December 31 following the first period of sixty (60) months and are renewed for a period of thirty-six ( 36) months by tacit renewal except in cases of termination provided for in these terms and conditions.

Offers

All GDPRfolder offers are without obligation.

When an offer from GDPRfolder is accepted by an originator, GDPRfolder reserves the right to withdraw its offer within two (2) business days following the receipt of acceptance.

Deadlines

GDPRfolder will take the necessary steps to respect the agreed deadlines. However, these deadlines are indicative and their overrun does not give the originator the right to withdraw from the contract and/or to claim compensation.

Prices (rates)

The rates charged by GDPRfolder are in euros and will include the value-added tax (VAT) and any other applicable tax.

Unless expressly otherwise agreed, GDPRfolder is entitled, in the case of contracts with a duration of more than one year, to adjust the rates charged to the originator at the beginning of each calendar year, on the basis of the Consumer Price Index. The new rate is calculated by multiplying the initial rate in force by the index for the month of December preceding the new rate, and then by dividing the result by the index of the month preceding the earliest date which will be either the date of signature of the contract or the start of GDPRfolder’s services.

Invoices and payment

The payment by the originator is made for a first period of 12 months. Access to the application is only possible after receipt of payment.

GDPRfolder invoices are payable annually and in advance of the anniversary date of the first contract.

When an invoice has not been paid within the specified period, GDPRfolder is entitled to charge interest of 1% per calendar month on the amount due by the originator. Any started month is counted as an entire month. In addition, GDPRfolder is entitled to suspend or postpone the performance of its obligations until full payment of the amount due is made.

In no event will the Originator have the right to suspend the payment of the amounts due or to make deductions from the amount unless GDPRfolder gives its express written agreement.

In the event of late payment or critical financial situation of the originator, GDPRfolder is entitled to require at any time from the originator the provision of guarantees or payment (in full or in part until the expiry of the contract), before starting or continuing work or deliveries.

In the event of a dispute regarding the exact amount of money owed to GDPRfolder by the originator, the invoices of GDPRfolder are authentic, unless the Originator provides written evidence to the contrary; the payment of the amounts due can not, in any case, be suspended.

Data, files and data carriers provided by the originator

All data and files to be provided by the originator as part of a contract must be submitted in the format and manner stipulated by GDPRfolder.

GDPRfolder accepts no responsibility with regard to any errors and delays that are fully or partially attributable to the fact that the Originator did not comply with these terms and conditions.

The originator is liable to GDPRfolder for any damage suffered by GDPRfolder due to viruses or other corrupted electronic elements present in the data, files or data carriers that he has provided.The originator guarantees GDPRfolder against all claims brought by third parties as a result of such viruses or other corrupted electronic elements

The originator guarantees that he is entitled to provision GDPRfolder with data, files and data carriers and that he has the right to entrust GDPRfolder with the agreed work in this regard. The Originator guarantees GDPRfolder against all claims brought by third parties in this regard.

Claims and Liability

GDPRfolder is only subject to an obligation of means in order to properly perform the defined work or the planned delivery and will in no case be subject to an obligation of result.

If the originator considers that GDPRfolder failed to carry out its mission properly, it must inform GDPRfolder in writing within 10 days of the discovery of the defect or the moment when this defect could reasonably have been found. After this period, the originator can no longer raise a claim for this defect. Except in exceptional circumstances that must be demonstrated by the originator, the latter is deemed to have reasonably been able to note a defect from the moment of receipt of the service or the product of GDPRfolder.

In the event that the originator has noticed a defect, he is obliged to cooperate fully with GDPRfolder in order to allow GDPRfolder to examine this alleged defect and to correct it within a suitable period of time or to propose to the originator a compensation to be determined in case this defect can not be corrected.

In any case, it is agreed that GDPRfolder’s liability shall be limited to a maximum of 50% of the invoiced amount of the services or supplies of products for which this liability is incurred.

Privacy of GDPRfolder

The information of any nature that will have been communicated by the originator as part of his GDPR folder to GDPRfolder, (hereinafter the Information) are communicated, with the proviso that he honor the following commitments: (1) keep strictly confidential Information of any kind, (2) do not publish the Information, do not disclose it to third parties, except his subcontractors and collaborators subject to the same confidentiality (3) do not use the Information, directly or indirectly, for his own purposes other than in connection with the performance of the service requested from GDPRfolder, (4) only communicate the Information to employees who need it, after having previously informed clearly said employees of the strictly confidential nature of the Information, and of their ownership.

GDPRfolder warrants the proper execution of the said confidentiality obligations by its employees and any subcontractors and will keep an updated list of its employees and subcontractors to whom the Information is communicated.

The confidentiality agreement of GDPRfolder does not relate to the information (a) that is in the public domain at the time of its receipt, (b) or falls into the public domain, provided that in the latter case, GDPRfolder is not the cause of it falling into the public domain due to its failure to comply with this confidentiality agreement, (c) or which were already known to GDPRfolder prior to their transmission by the Originator provided that GDPRfolder proves it with certainty by means of written documents bearing an indisputable date, (d) or which would be communicated to GDPRfolder subsequently to the signing of this agreement by a third party which did not get it neither directly nor indirectly from GDPRfolder.

This obligation of confidentiality does not apply if the law requires the transmission of confidential information to a judicial authority. If necessary, DGPRFOLDER will inform the Originator in advance, and as soon as possible, of this communication of information.

Intellectual property

Unless expressly agreed otherwise, intellectual and industrial property rights (copyrights, related rights, trademarks (GDPRfolder is a registered trademark), patents, designs, models, right on any software and on any database) on all products made available by GDPRfolder as part of the contract remain the property of GDPRfolder and are not assigned to the Originator.

Unless expressly agreed otherwise, intellectual property rights (copyrights, related rights, trademarks, patents, designs, models, right on any software and any database) on all products made available by the Originator as part of the contract remain the property of the latter and are not assigned to GDPRfolder.

With regard to the rights referred to in Article 10.1, only a personal and non-transferable right of use may be granted. Except with the express agreement referred to in the Special Conditions, the Originator is not entitled to copy or reproduce the products or elements protected by the intellectual property rights specified in Article 10.1, or to publish them in any way, or to assign them, or to transfer them to a company or institution which is linked to him or not. The data and databases belonging to GDPRfolder can not be “extracted” or “reused” within the meaning of the law on the legal protection of databases, except in case of express agreement provided for in the Special Conditions and only in the extent that these actions are necessary to perform the agreed use of that data or data files.

Without the prior written consent of GDPRfolder, the Originator may not use in his communication with third parties the logos, trademarks, trade names and other intellectual property of GDPRfolder (including its adverts and other commercials).

For any violation of any provision of this article, the Originator will be immediately liable to GDPRfolder for a fixed compensation of fifty thousand (50,000) euros to be paid immediately and in a lump-sum, together with an additional compensation of five thousand (5,000) euros for each full or lost day that the violation persists, without prejudice to the right of GDPRfolder to claim in court damages for the loss actually incurred.

Subcontracting

In the meaning of the GDPR, GDPRfolder is a subcontractor for the Originator. This gives GDPRfolder a global authorization to use a partner or a third party to execute all or part of a contract. These terms also apply to the work done by this partner or this third party as part of the services or products provided.

Risk Transfer

The risk involved in everything that GDPRfolder provides to the Originator is transferred to the Originator as soon as GDPRfolder sends any item.

Websites

Any offer made by GDPRfolder via a website and the resulting contract are also subject to these terms and conditions.

If GDPRfolder assigns a username and password to an Originator and thereby grants an access code to a website, database or other data or application that can be accessed remotely, the Originator will not make this code available to a third party, he will do everything reasonably possible to prevent unauthorized use of the code, will immediately notify GDPRfolder in case of loss, theft or abuse and will assume all liabilities for the use of the site and its contents by means of the code received.

The Originator guarantees GDPRfolder (and will bear all costs, including lawyer’s fees and court fees) against all consequences resulting from the loss or unauthorized use of the access code, unless these consequences are the result of a fault totally attributable to GDPRfolder.

If GDPRfolder suspects the abuse of a username, a password or more generally a functionality offered by a website, or by any remote electronic access, GDPRfolder will be entitled at any time, without justification, to deny or block access with this username or password.

Privacy

The privacy policy is the subject of another document that you will find at the bottom of the GDPRfolder.EU homepage.

Termination of contract

Without prejudice to its rights under the Civil Code, GDPRfolder is entitled to terminate the contract with immediate effect if the Originator becomes insolvent (even temporarily), or is declared bankrupt, or in negotiation with its creditors, or has ceased his operations, or has liquidated his operations, or if he did not react during 8 calendar days after a breach of the contractual terms was discovered by GDPRfolder and notified to the Originator by registered mail.

In case of termination of the contract, any debt owed to GDPRfolder by the Originator shall be due immediately.

Force majeure

Are regarded as case of Force Majeure, all events simultaneously meeting all the following conditions: unpredictable, insurmountable, independent of the will of the Party facing such events and which are not due or not caused by the fault of the Party that invokes Force Majeure, including the total blocking of the means of transport or supply, the total stop of the telecommunications networks or difficulties specific to the external telecommunication networks to the parties. In such cases, either Party may suspend the performance of their obligations. The party invoking Force Majeure shall immediately inform the other party, within eight (8) days at the latest, of the elements to which the Force Majeure relates, the cause of the delay and its foreseeable duration. In particular, it must promptly notify the other Party of all the means it intends to implement in order to limit the effects of the event on its obligations. Any case of Force Majeure that has not been notified within eight (8) days of its occurrence will not give the Party the right to take advantage of this provision. The Parties are required to fulfill the portion of their obligations that is not affected by Force Majeure. If Force Majeure lasts for more than thirty (30) days after its notification is received, and in the absence of agreement on the continuation of their reciprocal obligations, either Party may terminate the contract as of right.

Non-solicitation

For the duration of the Contract, as well as during the twelve (12) months following its termination for any reason, the Originator undertakes not to approach, nor to issue a job offer, nor to engage in any form, including as an independent, any GDPRfolder staff member who is or has been involved in the performance of the Contract, except with the prior written consent of GDPRfolder before formally approaching that person. In case of breach of the undertaking, the Originator agrees to pay GDPRfolder a penalty equivalent to one year gross compensation of that person.

Applicable law

All contracts are governed by Belgian law, with the exception of the international sales conventions of The Hague and Vienna.

Disputes

All disputes arising from a contract or relating to a contract will be brought in French before the competent courts of the legal district of Brussels.

These terms and conditions were originally written in French. They can be translated into other languages. In case of discrepancy between a translated version and the French version, the French version shall prevail.