General Usage and Subscription Terms

1.1Subscription

The contractual usage licence that GDPRWise grants to the Client to use the Platform for a definite or indefinite period in accordance with the applicable Product Terms.

A Subscription grants only the usage rights described in this agreement and does not transfer any intellectual property rights or any other proprietary right.

1.2Account

The personal digital access with which a User authenticates in order to use the Platform.

1.3General Usage and Subscription Terms

These General Usage and Subscription Terms of GDPRWise BV, as amended in accordance with article 30.

1.4API

Any programming interface through which third-party software or services can communicate electronically with the Platform.

1.5Special Terms

The additional contractual conditions that apply solely to a specific service, promotion, campaign, subscription form, module or collaboration and that have been expressly declared applicable.

In the event of a conflict between these General Usage and Subscription Terms and the Special Terms, the Special Terms shall prevail solely for the matters they expressly govern.

1.6DPA

The separate Data Processing Agreement governing the processing of personal data by GDPRWise as a processor in accordance with article 28 of the General Data Protection Regulation (GDPR).

1.7User

Any natural person authorised by or on behalf of the Client to use the Platform in whole or in part.

1.8GDPRWise

GDPRWise BV, with registered office at Arthur Goemaerelei 50, 2018 Antwerp, registered with the Crossroads Bank for Enterprises under number BE0759426856, as well as its successors under universal title and any company that lawfully continues to operate the Platform in accordance with this agreement.

1.9Effective Date

The date on which the agreement between the parties is formed in accordance with article 4.

1.10Client Content

All data, documents, registers, files, personal data, texts, images, configurations, prompts, uploads and other information entered, stored, processed, generated or managed by or on behalf of the Client through the Platform.

1.11Client

Any natural person acting in the exercise of a professional activity or any legal entity that enters into an agreement with GDPRWise.

The Platform is intended exclusively for professional use.

1.12Platform

The software, SaaS solutions, web applications, mobile applications, AI functionalities, APIs, databases, documentation, modules, extensions and all associated digital services offered by GDPRWise, regardless of the manner in which they are provided, hosted or technically implemented.

1.13Privacy Policy

The privacy policy of GDPRWise explaining how GDPRWise processes personal data when acting as a data controller.

1.14Product Terms

The separate commercial terms describing, among other things, the available subscription forms, prices, functionalities, usage limits, AI credits, storage capacity, support levels and other product-specific conditions.

1.15In Writing

Any durable method of communication by which information can be stored for a sufficiently long period and consulted unchanged, including e-mail, messages via the Platform, electronic signatures and other electronic means of communication made available by GDPRWise.

1.16Subscription Start Date

The date on which the right to use the Platform commences in accordance with the applicable Product Terms, the Special Terms or the written confirmation of GDPRWise.

1.17Business Day

Any calendar day, with the exception of Saturdays, Sundays and statutory public holidays in Belgium.

2.1

These General Usage and Subscription Terms apply to every offer, every quotation, every order, every agreement and every use of the Platform and the services of GDPRWise.

By entering into an agreement with GDPRWise or using the Platform, the Client declares that it has taken note of these General Usage and Subscription Terms and accepts them without reservation.

2.2

Deviations from these General Usage and Subscription Terms are valid only if they have been accepted in advance and expressly in writing by GDPRWise.

A deviation applies solely to the agreement for which it was agreed and cannot be invoked for any other agreement.

2.3

The general or special terms of the Client do not apply, even if they provide that only their own terms apply or if they are communicated after these General Usage and Subscription Terms.

The fact that GDPRWise performs an agreement referring to the Client's terms without express protest can never be regarded as a tacit acceptance of those terms.

2.4

If one or more provisions of these General Usage and Subscription Terms are wholly or partly null and void, unenforceable or contrary to mandatory law, the remaining provisions shall remain in full force.

The parties undertake to replace the provision concerned with a legally valid provision that most closely approximates the original economic and legal purpose.

2.5

These General Usage and Subscription Terms apply exclusively to agreements with undertakings within the meaning of article I.1 of the Code of Economic Law.

GDPRWise may refuse to enter into an agreement with a natural person acting outside the exercise of a professional activity, or may declare separate terms applicable in that regard.

3.1

The contractual relationship between GDPRWise and the Client is governed exclusively by the following documents, in descending order of precedence:

1. the applicable Special Terms;
2. the applicable Product Terms;
3. the applicable Data Processing Agreement (DPA), solely for the processing of personal data;
4. these General Usage and Subscription Terms;
5. the Privacy Policy.

In the event of a conflict, the higher-ranking document prevails solely for the matter it expressly governs.

3.2

The Privacy Policy governs solely the processing of personal data by GDPRWise when acting as a data controller.

The Privacy Policy does not affect the contractual rights and obligations of the parties, unless expressly provided otherwise.

3.3

Marketing material, brochures, presentations, demonstrations, webinars, podcasts, videos, blogs, newsletters, FAQs, product roadmaps, technical documentation, community posts, helpdesk answers, support tickets or other commercial or informative communication do not form part of the agreement and do not create contractual commitments, unless GDPRWise expressly confirms this in writing.

3.4

Obvious clerical, typesetting, calculation, translation or publication errors in quotations, Product Terms, price lists or other documents do not bind GDPRWise.

GDPRWise may correct such errors at any time.

3.5

Technical documentation, user manuals and functional descriptions form part of the agreement only insofar as GDPRWise has expressly designated them as contractually binding.

4.1

An agreement is formed as soon as GDPRWise expressly accepts the Client's order, activates the Account or otherwise performs the order, whichever occurs first.

GDPRWise may refuse an order, including where this is reasonably justified on grounds of legal obligations, fraud prevention, sanctions legislation, security reasons or an unacceptable commercial risk.

4.2

Every order, subscription or electronic confirmation by the Client is binding.

After the formation of the agreement, the Client cannot invoke a mistake, change of view or its own error of judgement, except where mandatory law provides otherwise.

4.3

The Client warrants that all data provided to GDPRWise is complete, accurate and up to date.

Changes to identification, invoicing, contact or payment details shall be communicated to GDPRWise in writing without delay.

GDPRWise may continue to rely on the most recently communicated details until it has received a written amendment.

4.4

Where several persons or legal entities jointly enter into an agreement with GDPRWise, they are jointly and severally and indivisibly liable for the performance of all obligations arising from the agreement, unless the parties have expressly agreed otherwise in writing.

4.5

Electronic communication, electronic acceptance, electronic signatures, log files, audit logs and other electronic records of GDPRWise may serve as evidence of the formation and performance of the agreement, subject to proof to the contrary.

4.6

Every agreement is entered into subject to the condition precedent that the Client satisfies the identification, security, payment and acceptance procedures applied by GDPRWise.

GDPRWise may suspend performance of the agreement for as long as the requested information or supporting documents have not been fully provided.

5.1

GDPRWise makes an online software platform available to the Client with which the Client may, during the term of its Subscription, use the functionalities belonging to the chosen subscription form.

The scope of the usage right is determined exclusively by these General Usage and Subscription Terms, the applicable Product Terms and, where relevant, the applicable Special Terms.

5.2

The Platform is offered as a cloud-based Software-as-a-Service (SaaS) service.

Unless expressly agreed otherwise in writing, the Client obtains solely a personal, limited, revocable, non-exclusive and non-transferable usage right. The Client acquires no ownership right in the Platform, the software, the source code, the databases or any other component thereof.

5.3

GDPRWise may continuously develop, adapt, expand, improve, replace, limit or restructure the Platform, the underlying technology, the user interface, the functionalities, the technical architecture and the manner in which the services are provided, insofar as the essential nature of the agreed services is not thereby lost.

Such changes do not in themselves constitute a contractual breach.

5.4

New functionalities, extensions, modules or services form part of the Subscription only if this expressly follows from the applicable Product Terms, the applicable Special Terms or a separate written agreement.

Announcements of future developments, roadmaps or planned functionalities do not create contractual commitments.

5.5

For the performance of the agreement, GDPRWise may make use of software, infrastructure, cloud platforms, data centres, hosting providers, authentication services, payment service providers, AI models, APIs, communication services and other third-party services or technologies.

GDPRWise may replace these suppliers or technologies at any time where this is reasonably justified for technical, security, legal or commercial reasons.

The Client cannot claim the retention of any particular supplier, technology or technical implementation.

5.6

The Platform is intended exclusively for professional use.

The Client uses the Platform in accordance with this agreement, the applicable legislation, the technical documentation and the reasonable instructions of GDPRWise.

6.1

Use of the Platform requires a valid Account, unless GDPRWise expressly provides otherwise.

Every User has a personal Account.

6.2

The Client is responsible for the management of its Accounts, the granting and withdrawal of access rights and the use of the Platform by its Users.

All actions performed via an Account are, subject to proof to the contrary, deemed to have been performed by or on behalf of the Client.

6.3

The Client and its Users take all reasonable measures to safeguard the confidentiality of their authentication details.

Authentication details may not be shared with third parties.

Where unauthorised use is suspected, the Client shall notify GDPRWise thereof without delay.

6.4

GDPRWise may suspend access to the Platform in whole or in part where this is reasonably necessary in order to:

1. safeguard the security of the Platform;
2. prevent misuse or fraud;
3. comply with a legal obligation;
4. protect the integrity of the Platform or the data of other clients.

Insofar as reasonably possible, the Client shall be notified thereof beforehand or without delay thereafter.

6.5

Unless expressly agreed otherwise, an Account may be used solely by the User to whom it was assigned.

The sharing of Accounts or authentication details is prohibited.

6.6

Where GDPRWise has reasonable indications that an Account is being used in breach of this agreement, it may request the Client to provide additional information or to take appropriate security measures.

The Client shall provide its reasonable cooperation in this regard.

6.7

GDPRWise may require the use of Multi-Factor Authentication (MFA) or other additional security measures for all or certain Accounts.

The Client shall implement these in a timely manner.

7.1

GDPRWise grants the Client a limited, non-exclusive, non-transferable and revocable usage licence for the duration of the applicable Subscription.

All rights not expressly granted remain reserved to GDPRWise.

7.2

The Client uses the Platform solely for its own professional activities.

Without the prior written consent of GDPRWise, the Client is not permitted, in whole or in part, to:

1. make the Platform available to third parties;
2. sublet it;
3. sublicense it;
4. exploit it commercially;
5. offer it as a white-label service;
6. resell it.

7.3

The Client uses the Platform in accordance with:

1. this agreement;
2. the applicable legislation;
3. the technical documentation;
4. the reasonable instructions of GDPRWise.

7.4

The Client uses the Platform solely in accordance with its normal purpose and refrains from any use that may adversely affect the security, performance, availability or integrity of the Platform.

7.5

The Client remains solely responsible for:

1. the accuracy of the data entered;
2. the lawfulness of the processing operations it carries out;
3. the decisions it takes on the basis of the Platform;
4. compliance with the legal obligations applicable to it.

Use of the Platform does not release the Client from its own control, supervision or compliance obligations.

7.6

Where the Client grants access to employees, self-employed collaborators, consultants or other auxiliary persons in accordance with this agreement, it remains fully responsible for their acts and omissions as if they were its own acts or omissions.

8.1General

The Client uses the Platform in accordance with the principles of normal, reasonable and professional use. The use of the Platform may not adversely affect its stability, security, performance or availability for other clients.

8.2Usage Limits

GDPRWise may apply reasonable usage limits in respect of, among other things, storage capacity, processing capacity, AI functionalities, API requests, bandwidth, the number of Users, documents, registers or other technical parameters, insofar as these are objectively justified for a secure, efficient and sustainable operation of the Platform.

The applicable usage limits are, insofar as relevant, further described in the Product Terms.

8.3Excessive Use

If the Client's use significantly disrupts the normal operation of the Platform or causes a disproportionate load, GDPRWise shall notify the Client thereof and request it to adjust its use within a reasonable period, unless immediate measures are necessary to safeguard the security or continuity of the Platform.

8.4Measures

If the Client, despite the notice referred to in article 8.3, does not adjust its use, GDPRWise may take appropriate technical or contractual measures, including:

1. temporarily limiting certain functionalities;
2. temporarily limiting the available capacity;
3. proposing an adjusted subscription form;
4. temporarily suspending the use concerned.

These measures shall not be applied further than is reasonably necessary to restore the normal operation of the Platform.

9.1General

The Client is prohibited from using the Platform in a manner contrary to this agreement, the applicable legislation, public order or the rights of third parties.

9.2Prohibited Acts

The Client is in particular prohibited from:

1. circumventing or attempting to circumvent security measures of the Platform;
2. reverse-engineering, decompiling or otherwise analysing the Platform, the software or parts thereof, except insofar as mandatory law expressly permits this;
3. distributing malware, ransomware, viruses or other harmful software via the Platform;
4. using automated means to collect data outside the interfaces permitted by GDPRWise;
5. using the Platform for fraudulent, misleading, defamatory, discriminatory or otherwise unlawful purposes;
6. infringing intellectual property rights, database rights, privacy rights or other rights of third parties;
7. disrupting or overloading the operation of the Platform or the infrastructure of GDPRWise in a manner falling outside normal professional use.

9.3AI Training

Without the prior written consent of GDPRWise, it is prohibited to use the Platform, the software, the documentation or the output thereof, in whole or in part, for the training, fine-tuning or evaluation of artificial intelligence models or other automated systems.

9.4Measures

Where GDPRWise reasonably establishes that the Platform is being used in breach of this article, it may immediately take all measures necessary to terminate the infringement or prevent further damage.

These measures may include:

1. the temporary suspension of Accounts;
2. the limitation of certain functionalities;
3. the blocking of API access;
4. the immediate termination of the agreement in accordance with article 15 where the infringement is sufficiently serious.

10.1Subscription Forms

GDPRWise offers the Platform under one or more subscription forms whose content, functionalities, usage limits and applicable fees are described in the Product Terms.

10.2Scope of the Subscription

The usage right is limited to the functionalities, modules, usage limits and services that expressly form part of the chosen Subscription.

The Client cannot derive any rights from functionalities that are not expressly included in its Subscription.

10.3Extensions

During the term of the Subscription, the Client may, insofar as GDPRWise offers this, order additional modules, functionalities, User licences or other extensions.

Unless expressly agreed otherwise, such extensions are governed by the same contract documents as the original Subscription.

10.4Professional Services

Consultancy, implementation, configuration, training, migration, legal support or other professional services do not form part of a Subscription, unless this expressly follows from the Product Terms or from a separate written agreement.

10.5Availability of Subscription Forms

GDPRWise may at any time decide to no longer offer certain subscription forms to new clients or to replace them with new subscription forms.

Such a decision does not affect ongoing agreements, except where this agreement expressly provides otherwise.

10.6Product Terms

The Product Terms form an integral part of the agreement and describe, among other things, the applicable prices, functionalities, usage limits and included services.

In the event of a conflict between the Product Terms and these General Usage and Subscription Terms, the Product Terms prevail solely for the commercial characteristics of the chosen Subscription.

11.1Commencement

The Subscription commences on the Subscription Start Date, unless the parties have expressly agreed otherwise in writing.

11.2Initial Term

Unless expressly agreed otherwise, each Subscription is entered into for the initial term stated in the applicable Product Terms.

11.3Tacit Renewal

After the expiry of the initial term, the Subscription is renewed automatically and tacitly for successive periods of the same duration, unless one of the parties cancels the Subscription no later than thirty (30) calendar days before the end of the current subscription period via the cancellation function in the platform.

11.4Consequences of Cancellation

A valid cancellation takes effect solely at the end of the current subscription period.

Except where mandatory law provides otherwise, an interim termination does not give rise to any full or partial refund of fees already paid.

11.5End of the Usage Right

On the end of the Subscription, every right of the Client to continue using the Platform automatically lapses, without prejudice to the provisions on data export as set out in article 23.

12.1Fees

The Client owes the fees set out in the applicable Product Terms or in a separate written agreement.

All prices are exclusive of VAT and other taxes, levies or government charges, unless expressly stated otherwise.

12.2Payment Methods

The Client pays the amounts due via one or more payment methods offered by GDPRWise.

GDPRWise freely determines which payment methods are available and may change, add or replace them at any time.

12.3Continuous Payment Authorisation

Where the Client chooses a payment method that allows automatic collection or periodic payment, it grants GDPRWise and its payment service provider a continuous authorisation to automatically collect all amounts due in accordance with the applicable Subscription.

This authorisation remains valid for the entire term of the agreement, including any tacit renewal, price adjustment in accordance with article 13 and any additional order placed under the same agreement.

12.4Failed Payment

If an automatic collection is refused, fails or is reversed, the payment obligation of the Client remains fully in force.

GDPRWise may carry out a new collection, require another payment method or suspend access to the Platform in accordance with article 14.

12.5Electronic Invoicing

Invoices are made available electronically.

The Client expressly accepts that electronic invoices have the same evidentiary value as paper invoices.

12.6Payment Term

Unless expressly agreed otherwise, all invoices are payable on the due date stated on the invoice.

In the absence of a stated due date, invoices are payable within thirty (30) calendar days of the invoice date.

12.7Late Payment

In the event of non-payment on the due date, the Client owes default interest by operation of law and without prior notice of default in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions.

In addition, the Client owes the flat-rate recovery compensation provided for by that Act, without prejudice to the right of GDPRWise to claim compensation for its actually higher damage suffered.

12.8Set-off

Except where mandatory law provides otherwise, the Client is not entitled to suspend any payment or to set it off against an alleged counterclaim.

12.9Dispute of Invoices

Invoices must, on pain of forfeiture, be disputed in writing and with reasons within fifteen (15) calendar days of the invoice date.

A dispute of an invoice does not suspend the payment obligation for undisputed invoices.

13.1General

GDPRWise may change the prices, rates and other financial conditions of its Subscriptions.

Except where the change results from a legal obligation or a change in taxes or levies, price changes apply solely from a new subscription period.

13.2Notice

Price changes are communicated to the Client in writing at least thirty (30) calendar days before they take effect.

13.3Right of Cancellation

If a price change does not result solely from a legal obligation or a change in taxes or levies, the Client may terminate the Subscription free of charge before the date on which the changed price takes effect.

In the absence of a timely cancellation, the Client is deemed to have accepted the changed price conditions.

13.4No Effect on Separate Agreements

Price changes do not affect separate agreements for professional services or other performances for which a separate price has already been agreed.

14.1Contractual Breach

GDPRWise may suspend access to the Platform in whole or in part if the Client fails to comply with its contractual obligations.

A suspension does not affect the right of GDPRWise to claim damages or to terminate the agreement in accordance with article 15.

14.2Non-payment

GDPRWise may suspend access to the Platform in whole or in part for as long as amounts due remain unpaid.

Such a suspension does not release the Client from its payment obligations.

14.3Security

GDPRWise may immediately suspend access to the Platform in whole or in part where this is reasonably necessary in order to:

1. protect the security of the Platform;
2. prevent or limit a cyber incident;
3. counter misuse or fraud;
4. comply with a legal obligation;
5. protect the interests of GDPRWise or other clients.

Insofar as reasonably possible, the Client shall be notified thereof beforehand or without delay thereafter.

14.4Reactivation

As soon as the reason for the suspension has lapsed and the Client has fulfilled its obligations, GDPRWise shall reactivate access within a reasonable period.

15.1Termination for Attributable Breach

Either party may terminate the agreement with immediate effect if the other party commits a serious contractual breach and, insofar as remedy is possible, fails to remedy it within thirty (30) calendar days of receipt of a written notice of default describing the breach in sufficient detail.

15.2Immediate Termination by GDPRWise

GDPRWise may terminate the agreement in whole or in part without prior notice of default and with immediate effect if the Client:

1. uses the Platform for unlawful or fraudulent purposes;
2. intentionally circumvents or attempts to circumvent security measures;
3. commits serious or repeated infringements of the intellectual property rights of GDPRWise or third parties;
4. uses the Platform in a manner that seriously endangers its security, integrity or continuity;
5. intentionally misuses the Platform or the services offered;
6. is declared bankrupt, is dissolved, ceases its activities or is in a comparable situation whereby the proper performance of the agreement can reasonably no longer be expected.

The termination does not affect the right of GDPRWise to compensation for the damage suffered.

15.3Consequences of Termination

From the date on which the termination takes effect:

1. every usage right of the Client in the Platform ends;
2. access to the Platform lapses, except insofar as it is temporarily retained in accordance with article 23 for the purpose of data export;
3. all payment obligations arising before the termination remain fully due;
4. all rights not yet exercised that relate solely to the use of the Platform lapse;
5. GDPRWise may immediately revoke API keys, access tokens, authentication means and other technical access rights.

15.4Continuing Effect

The termination of the agreement does not affect provisions that by their nature are intended to remain in force after termination, including the provisions on:

1. intellectual property;
2. confidentiality;
3. liability;
4. indemnification;
5. personal data;
6. governing law and competent court.

16.1Scope

This article applies solely to clients who have obtained a Promotional Lifetime Licence in the context of a promotional campaign or via a distribution partner designated by GDPRWise.

A Promotional Lifetime Licence constitutes a special subscription form to which both these General Usage and Subscription Terms and this article apply.

16.2Meaning

A Promotional Lifetime Licence grants access to the Platform for as long as the Platform concerned is commercially offered and actively operated by GDPRWise or its successor.

A Promotional Lifetime Licence does not grant a lifelong right for the lifetime of the Client, nor does it entail a perpetual or irrevocable right to the continuation of the Platform.

16.3Scope of the Licence

The Promotional Lifetime Licence includes solely the functionalities, modules, usage limits and services expressly included in the promotional offer on the date of purchase.

Unless expressly stated otherwise, a Promotional Lifetime Licence does not include, among other things:

1. consultancy;
2. legal advice;
3. implementation;
4. customisation;
5. premium support;
6. future modules or features;
7. separate new products;
8. third-party services or licences.

16.4Further Development

GDPRWise remains free to develop new products, modules, functionalities, services or subscription forms and to commercialise them separately.

New products or functionalities developed after the date of purchase form part of the Promotional Lifetime Licence only if this is expressly provided in the promotional terms concerned.

16.5Discontinuation of the Platform

If GDPRWise decides to definitively discontinue the Platform, it shall notify the holders of a Promotional Lifetime Licence thereof in writing at least three (3) months in advance.

During this period, article 23 on data export remains fully applicable.

After the expiry of this period, the Promotional Lifetime Licence ends by operation of law without any further obligation for GDPRWise to continue operating the Platform.

16.6Successor Platform

GDPRWise may, at its own option, fulfil its obligations under a Promotional Lifetime Licence by granting access to a successor Platform, a replacement service or an equivalent solution for data export. GDPRWise determines, at its own reasonable discretion, whether a successor platform is functionally equivalent.

16.7Fair Use

A Promotional Lifetime Licence remains subject to all provisions of this agreement on Fair Use, usage limits, security measures and reasonable professional use.

16.8No Development Obligation

Nothing in this article may be construed as a commitment by GDPRWise to indefinitely continue developing, expanding or adding new functionalities to the Platform.

17.1General

GDPRWise continuously develops the Platform.

The Client acknowledges that a cloud-based software platform evolves in accordance with technological developments, security requirements, changes in laws and regulations and commercial insights.

17.2Changes

GDPRWise may adapt, expand, improve, replace or restructure the Platform in whole or in part, insofar as the essential nature of the agreed services is not thereby lost.

Such changes do not in themselves constitute a contractual breach.

17.3New Functionalities

New functionalities, modules or services form part of an existing Subscription only if this expressly follows from the applicable Product Terms, the applicable Special Terms or a separate written agreement.

The Client cannot derive any rights from announcements of future developments, roadmaps or planned functionalities.

17.4Successor Technology

GDPRWise may change or replace the underlying technology, software components, AI models, cloud infrastructure, hosting providers, databases, authentication services, payment service providers, communication services and other technical components of the Platform where this is reasonably indicated.

The Client has no right to the retention of any particular technology, supplier or technical implementation.

17.5Legal Developments

GDPRWise freely determines at what time and in what manner changes in laws and regulations, recommendations of supervisory authorities or technical standards are implemented in the Platform, unless mandatory law prescribes otherwise.

The Client remains responsible for compliance with the legal obligations applicable to it during the period in which such changes have not yet been implemented in the Platform.

18.1Maintenance

GDPRWise carries out the maintenance of the Platform with the care of a normally diligent and professional SaaS service provider.

GDPRWise may carry out maintenance work necessary for the security, stability, performance, continuity or further development of the Platform.

18.2Planned Maintenance

Insofar as reasonably possible, planned maintenance work is carried out outside normal office hours.

If planned maintenance is expected to have a material impact on the availability of the Platform, GDPRWise shall inform the Client thereof in advance, unless this is reasonably not possible.

18.3Availability

GDPRWise undertakes to make reasonable efforts to keep the Platform available.

Unless a separate Service Level Agreement (SLA) has been expressly agreed in writing, GDPRWise provides no guarantee in respect of any particular availability percentage or maximum recovery time.

18.4Temporary Unavailability

The Platform may be temporarily unavailable in whole or in part as a result of, among other things:

1. planned or urgent maintenance;
2. security measures;
3. software updates or system migrations;
4. failures at third-party suppliers or service providers;
5. cyber incidents;
6. failures of telecommunication or internet connections;
7. force majeure.

Such temporary unavailability does not in itself constitute a contractual breach.

18.5Incidents

GDPRWise shall make reasonable efforts to investigate incidents that disrupt the normal operation of the Platform within a reasonable period and, insofar as possible, to remedy them.

GDPRWise does not, however, guarantee that every malfunction can be resolved immediately or completely.

18.6Support and Client Assistance

19.1General

The Platform may contain functionalities that make use, in whole or in part, of artificial intelligence, machine learning or other automated analysis techniques.

GDPRWise freely determines which technologies, AI models or suppliers are used for this purpose.

19.2Evolution of AI Functionalities

GDPRWise may develop, expand, change, replace, limit or discontinue AI functionalities where this is reasonably warranted for technical, security, legal or commercial reasons.

The Client cannot claim the retention of any particular AI model, a specific supplier or a particular version thereof.

Where AI models are used, this is indicated where reasonably possible.

19.3Supporting Character

AI functionalities are offered solely as a tool to support the use of the tool by the client.

Texts, analyses, recommendations, classifications, summaries, risk assessments or other output generated by AI do not constitute legal, tax, financial or other professional advice.

19.4Duty of Review

The Client remains responsible at all times for reviewing every output generated by the Platform before using it, publishing it or relying on it as a basis for decisions.

GDPRWise does not guarantee that AI output is complete, correct, up to date or suitable for the use intended by the Client.

19.5Legal Compliance

Although the Platform may support the Client with compliance and governance processes, GDPRWise does not guarantee that the use of the Platform in itself leads to compliance with the GDPR, the AI Act, NIS2, DORA, EHDS or any other applicable laws or regulations.

Compliance with the applicable regulations remains solely the responsibility of the Client.

20.1API Access

Insofar as GDPRWise offers API access, it may be used solely in accordance with this agreement, the Product Terms and the applicable technical documentation.

20.2Technical Changes

GDPRWise may change APIs, endpoints, authentication methods, technical specifications and usage limits where this is reasonably necessary for the further development, security or stability of the Platform.

Insofar as reasonably possible, such changes are announced in advance.

20.3Usage Limits

GDPRWise may impose reasonable limits on API use, including limits on the number of requests, concurrent connections, processing capacity or bandwidth.

20.4Integrations with Third-party Services

The Platform may contain links with third-party software, platforms or services.

GDPRWise does not warrant the availability, continuity, security or correct operation of such third-party services.

Where a third party changes, limits or discontinues its services, GDPRWise may adapt, replace or terminate the integration concerned without thereby being liable.

21.1Ownership

All rights in the Client Content remain solely with the Client or with the third party that the Client has lawfully authorised to use that content.

Except insofar as necessary for the performance of the agreement, GDPRWise acquires no ownership or intellectual property rights in the Client Content.

21.2Usage Right

The Client grants GDPRWise, for the duration of the agreement, a non-exclusive, worldwide and royalty-free right to process, store, reproduce, transmit and otherwise use the Client Content insofar as this is necessary for:

1. the performance of the agreement;
2. the delivery of the Platform;
3. securing the Platform;
4. carrying out back-ups;
5. providing support;
6. complying with legal obligations.

21.3Responsibility

The Client is solely responsible for the accuracy, completeness, currency and lawfulness of the Client Content.

The Client warrants that it holds all rights, consents and legal bases necessary to process the Client Content through the Platform.

21.4Prohibited Content

The Client shall not store, process or distribute through the Platform any content that:

1. is contrary to the applicable legislation;
2. infringes the rights of third parties;
3. contains malware or other harmful software;
4. endangers the security or operation of the Platform.

GDPRWise may remove, block or render inaccessible such content where it is legally required to do so or may reasonably assume that it is contrary to this article.

21.5No Duty of Review

GDPRWise is not obliged to review the Client Content in advance or to actively monitor it.

The foregoing does not prevent GDPRWise from taking measures when it becomes aware of unlawful use or when this is necessary to protect the Platform, its clients or third parties.

22.1Data Controller

For the personal data that GDPRWise processes for its own purposes, GDPRWise acts as a data controller in accordance with the Privacy Policy available on the website.

22.2Processor

Insofar as GDPRWise processes personal data on behalf of the Client in the context of the use of the Platform, GDPRWise acts solely as a processor within the meaning of the General Data Protection Regulation.

The rights and obligations of the parties are in that case further governed by the separate Data Processing Agreement.

22.3Responsibility of the Client

The Client remains responsible for:

1. the lawfulness of the processing;
2. the choice of the legal basis;
3. the provision of information to data subjects;
4. compliance with its obligations as a data controller.

23.1Data Export

After the end of the agreement, the Client has, for a period of thirty (30) calendar days, the possibility to export the Client Content using the export functionalities made available by GDPRWise.

Unless expressly agreed otherwise, GDPRWise is not obliged to deliver the data in another format or to perform additional export services.

23.2Deletion

After the expiry of the period referred to in article 23.1, GDPRWise may definitively delete the Client Content, unless a legal retention obligation or a court order requires longer retention.

23.3Back-ups

Back-ups retained solely for business continuity, disaster recovery or legal purposes may be kept for a reasonable period, even after the Client's active data has been deleted.

These back-ups are not put back into production, except where this is necessary for the integrity or recovery of the systems of GDPRWise.

23.4Evidentiary Purposes

GDPRWise may retain data insofar as this is necessary for the establishment, exercise or defence of its rights in an administrative, judicial or arbitration procedure, or to comply with a legal obligation.

24.1Ownership

All intellectual property rights relating to the Platform, the software, the source code, object code, databases, documentation, designs, user interfaces, AI models, algorithms, know-how, trade names, trademarks, logos, standard documents, models, templates, registers, questionnaires, workflows, sample texts, AI prompts and all other components of the Platform belong solely to GDPRWise or its licensors.

No provision of this agreement extends to a transfer of such rights to the Client.

24.2Usage Licence

During the term of the agreement, GDPRWise grants the Client solely a limited, revocable, non-exclusive and non-transferable right to use the Platform in accordance with this agreement.

The Client acquires no rights other than those expressly granted in this agreement.

24.3Restrictions

Except insofar as mandatory law provides otherwise, the Client is prohibited from:

1. copying, modifying or reproducing the Platform in whole or in part;
2. obtaining or attempting to obtain the source code;
3. developing derivative works;
4. removing or modifying copyright notices, trademark indications or other identifications;
5. commercially exploiting the Platform or parts thereof beyond what is expressly permitted by this agreement.

24.4Feedback

Suggestions, comments, recommendations or other feedback voluntarily provided by the Client regarding the Platform may be used by GDPRWise free of charge, without limitation and without any obligation to compensation for the further development of its products and services.

25.1Usage Data

GDPRWise may collect technical and operational data about the use of the Platform insofar as this is necessary for:

1. the delivery of the Platform;
2. security;
3. error analysis;
4. capacity planning;
5. support;
6. product development.

25.2Anonymised Data

GDPRWise may use data that no longer relates to an identifiable natural person for statistical analyses, benchmarking, quality improvement, research, product development and commercial analyses.

25.3Ownership

The analyses, statistics, reports, performance data and other derived data that GDPRWise develops on the basis of anonymised or aggregated data belong solely to GDPRWise.

26.1Best-efforts Obligation

GDPRWise undertakes to perform its services with the care that may reasonably be expected of a professional SaaS service provider.

Except where expressly agreed otherwise, GDPRWise is bound solely by a best-efforts obligation.

26.2No Error-free Operation

GDPRWise does not guarantee that:

1. the Platform will be available without interruption;
2. the Platform will be entirely free of errors or defects;
3. every error will be remedied immediately;
4. the Platform is suitable for the specific use the Client wishes to make of it.

26.3Compatibility

The Client is responsible for the choice, configuration, security and maintenance of its own hardware, software, network connections and IT environment.

GDPRWise does not guarantee compatibility with third-party systems, unless expressly agreed in writing.

26.4Legal Conformity

Except where mandatory law provides otherwise, GDPRWise provides no guarantee that the use of the Platform in itself satisfies all legal or regulatory obligations applicable to the Client.

27.1General

Each party is liable solely for the damage that is the direct result of a contractual breach or tort attributable to it, in accordance with the applicable Belgian law.

27.2Best-efforts Obligations

GDPRWise is not liable merely because a result intended by the Client is not achieved, unless an obligation of result has been expressly agreed in writing.

27.3Exclusion of Indirect Damage

Except in the event of intent, fraud or where mandatory law provides otherwise, GDPRWise is not liable for indirect damage, including:

1. loss of profit;
2. loss of turnover;
3. loss of clientele;
4. reputational damage;
5. loss of data, insofar as the Client could reasonably have made back-ups;
6. consequential damage;
7. missed savings;
8. business interruption.

27.4Liability Cap

Except in the event of intent, fraud or where mandatory law provides otherwise, the total contractual and non-contractual liability of GDPRWise per damage event is limited to the amount that the Client actually paid to GDPRWise during the twelve (12) months preceding the damage event for the Subscription concerned.

Where several damage events arise from the same or a connected cause, they are regarded as one damage event.

27.5Duty to Mitigate

The Client undertakes to take all reasonable measures to limit its damage as much as possible.

GDPRWise is not liable for damage that could have been avoided had the Client taken such reasonable measures.

28.1Indemnification by the Client

The Client indemnifies GDPRWise against all third-party claims arising from:

1. the Client Content;
2. the use of the Platform in breach of this agreement;
3. an infringement of applicable legislation;
4. an infringement of the rights of third parties;
5. instructions given by the Client to GDPRWise.

This indemnification obligation also covers the reasonable costs of legal assistance and procedural costs that GDPRWise has reasonably had to incur.

28.2Duty of Cooperation

GDPRWise shall notify the Client without delay of any claim in respect of which it wishes to invoke this indemnification obligation.

The Client shall provide all reasonable cooperation in the defence of such claims.

28.3No Acknowledgement

GDPRWise shall not, without prior consultation with the Client, acknowledge any liability or conclude a settlement where the Client may reasonably thereby be harmed in its interests.

29.1Meaning

Neither party is liable for the non-performance of its contractual obligations where this is the direct result of force majeure.

Force majeure means any event beyond the reasonable control of the party concerned that renders the performance of the agreement temporarily or permanently impossible or unreasonably onerous.

29.2Examples

Force majeure includes, among other things, without being limited thereto:

1. war, terrorism or civil unrest;
2. fire, flood or other natural disasters;
3. epidemics or pandemics;
4. general strikes;
5. prolonged power or telecommunication outages;
6. cyber attacks of exceptional scale;
7. failure of essential cloud or hosting services;
8. measures imposed by government authorities;
9. other circumstances over which the party concerned could reasonably exercise no influence.

29.3Consequences

During the period of force majeure, the obligations of the party concerned are suspended insofar as performance has thereby become impossible.

The party invoking force majeure shall notify the other party thereof as soon as possible.

29.4Prolonged Force Majeure

If the force majeure lasts longer than ninety (90) calendar days and there is no reasonable prospect of a resumption of the performance of the agreement, either party may terminate the agreement in writing without being liable for any compensation.

30.1Amendments by GDPRWise

GDPRWise may amend these General Usage and Subscription Terms where this is necessary or desirable on account of:

1. changes in legislation;
2. technical developments;
3. security reasons;
4. changes to the Platform or the services;
5. organisational or commercial developments.

30.2Notice

Amendments are communicated to the Client at least thirty (30) calendar days before they take effect, unless a shorter period is necessary to comply with a legal obligation or to remedy an urgent security risk.

30.3Right of Cancellation

If an amendment materially and adversely changes the contractual rights or obligations of the Client, the Client may terminate the agreement free of charge before the date on which the amendment takes effect.

This right of cancellation does not apply where the amendment:

1. results solely from a legal obligation;
2. relates solely to new functionalities without a negative impact on the existing Subscription;
3. consists solely of a clarification or editorial improvement.

31.1Electronic Communication

The parties expressly acknowledge that electronic communication constitutes a fully valid means of communication in the context of the performance of this agreement.

Notices, confirmations, notices of default, invoices, reminders and other communications may be validly made by e-mail, via the Platform or via another electronic means of communication made available by GDPRWise, unless mandatory law prescribes another form.

31.2Receipt

An electronic communication is deemed to have been received at the moment it is reasonably accessible to the recipient.

It is the responsibility of each party to keep its contact details up to date.

31.3Evidentiary Value

Electronic communication, log files, audit logs, system records and other electronic data kept by GDPRWise have evidentiary value between the parties, subject to proof to the contrary.

32.1Assignment by GDPRWise

GDPRWise may assign its rights and obligations under this agreement in whole or in part to an affiliated undertaking, a successor or a third party that takes over the Platform or a material part of its activities.

Such an assignment does not affect the rights of the Client under this agreement.

32.2Assignment by the Client

The Client may not assign its rights or obligations under this agreement in whole or in part without the prior written consent of GDPRWise.

GDPRWise shall not unreasonably withhold its consent where the assignment takes place in the context of a merger, demerger, transfer of undertaking or similar reorganisation and the acquirer assumes all obligations under the agreement.

36.1Governing Law

This agreement is governed exclusively by Belgian law, to the exclusion of the rules of private international law that would lead to the application of another law.

The application of the Vienna Sales Convention (CISG) is expressly excluded.

36.2Competent Court

All disputes arising from or connected with this agreement fall within the exclusive jurisdiction of the business courts of the judicial district of Antwerp, Antwerp division, unless mandatory law prescribes another jurisdiction.