Last updated: 08-NOV-2020
Welcome to GDPRWise, an online GDPR tool designed for businesses, professionals and organisations.
GDPRWise is operated by GDPRWise BV, Lange lozanastraat 2 2018 Antwerpen with company registration number 0759426856. These Customer Terms & Conditions apply to all Customers who access or use the tool.
You may connect to the tool using any industry standard Internet browser. You are responsible for obtaining access to the Internet and any equipment to do so.
The person signing up for an account will be automatically assigned as account Owner & GDPR Coordinator. By GDPR Coordinator we mean the Customer contact who has day to day responsibility for the Customer account. Your Customer account is only for use by either a single legal entity (e.g. a company or organization) or an individual user. You must provide the Customer legal full name, address, a valid email address, and any other information requested in order to complete the signup process. We only request information that we feel is necessary to provide adequate service, to invoice our services and to comply with tax and legal obligations.
The customer is the controller for the personal data that the customer enters in the tool and for all activities for which the customer uses the tool. GDPRWise always fulfils the role of processor in these processes. GDPRWise will follow the customer’s instructions for processing, possible subcontracting, data-handling at the end of the contract and possible transfer of data. When processing the customer’s personal data GDPRWise takes adequate security measures with regard to staff and the appropriate technical and organisational measures, taking into account the state of the art, the implementation costs, and the nature, scope, context and the purpose of the processing as well as the risks varying in likelihood and severity to the rights and freedoms of natural persons associated with the processing. For said processing GDPRWise shall give the customer all the assistance it can in order to help the customer to fulfil its obligations under GDPR towards persons and authorities.
The Customer acknowledges that, if the Customer allows a third party to open an or provide access to the customer’s account on their behalf, the third party will be able to control account information, including Customer Data, and access to the Customer’s account.
You may invite users (“Users”) to access your account by inviting them to register as a User.
AVAILABILITY AND SUPPORT
We will endeavour to make GDPRWise available to the Customer and Users without interruption. Some unavailability of the tool is to be expected during maintenance or upgrade activities of which we will endeavour to notify the customer in advance, however we shall not be liable for the simple fact that for any reason GDPRWise is unavailable at any time or for any period.
We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).
We will provide technical support to you by email only and to the best of our abilities. Technical support will only be provided for bugs or errors that can de corrected by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.
The duration of any paid subscription (the “Term”) shall be of one year, beginning on the date of purchase of the paid subscription. It is automatically annually renewed for an equal Term of one year, unless either party provides notice of termination either through your account page on the tool or via email before the end of the Term to the other party. Emails to GDPRWise are to be directed to email@example.com
Any free trial account has a limited term of three months and shall be suspended automatically after 3 months. Your account will be terminated one month later. Upon termination of your account, your account and all data contained within it will be permanently deleted.
FEES, INVOICING & PAYMENT
The standard charges for the GDPRWise paid subscription and the services are based on the
subscription version chosen by the Customer.
Customers will be billed annually and payment of all fees is due within 30 days of the date of all invoices. There will be no refund or credit for any part of a subscription term. Fees are chargeable and shall be payable until an account is terminated, even if you never use GDPRWise.
You are not required to provide payment card details for a free account. If you upgrade from a free account to a fee paying account there is no trial period. You will be charged immediately following any such upgrade.
All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when GDPRWise is legally obliged to pay or collect Taxes for which the Customer is responsible.
TERMINATION & SUSPENSION
We reserve the right to terminate your account if you fail to provide payment of any outstanding fees. We will provide you with prior notice by email of our intention to terminate your Customer account. If payment remains outstanding for a further 14 days thereafter, we reserve the right to terminate your account without further notice.
We may terminate your account immediately by giving you notice if your account is used to commit any breach of these Customer Terms & Conditions or the obligation to execute any and all contracts in good faith.
We may terminate these Customer Terms & Conditions for any other reason upon giving you 30 days notice.
Termination of these Customer Terms & Conditions for any reason shall not affect the accrued rights of the parties arising under these Customer Terms & Conditions and all rights which by their nature should survive the expiry or termination of these Customer Terms & Conditions shall remain in full force and effect.
Upon termination of your account, your account and all data contained within it will be permanently deleted.
If we suspect that your account has been compromised, we reserve the right to suspend the account immediately. We will inform you of the event as soon as possible and will contact you to resolve any issue if possible.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights and title to GDPRWise, the tool, the service, the materials and any of its assets, including without limitation photographs and graphical images, texts and templates, shall remain owned by us and no interest or ownership is transferred to the Customer. Nothing in these Customer Terms & Conditions shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the tool or its software.
No part of GDPRWise may be reproduced or stored in any other system or included in any public or private electronic retrieval system or service without our prior written permission.
DISCLAIMER & LIMITATION OF LIABILITY
GDPRWise is provided “as is”, without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided is correct, we do not warrant the accuracy and completeness of such material. We may make changes to GDPRWise, or to the products and prices described on the Website, at any time without notice. Some out of date material may persist, and we make no commitment to update such material.
We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon for purposes of decision making. Any decision to subscribe should be based on the functionality or features we have made available on the day of the decision and not on the future delivery of any functionality or features.
You warrant and represent that: (i) you have authority to enter into this agreement and to perform your obligations under these Customer Terms & Conditions; (ii) the execution and performance of your obligations under these Customer Terms & Conditions does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws; (iii) you shall respect all applicable laws and regulations, governmental orders and court orders, which relate to these Customer Terms; and (iv) you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under these Customer Terms & Conditions.
Except as expressly stated in these Customer Terms & Conditions, all warranties and conditions, whether express or implied by statute, law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made that the results of usage of GDPRWise will meet your specific requirements or that GDPRWise will operate uninterrupted or error free.
In no event shall we be liable to you whether arising under these Customer Terms & Conditions or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any indirect or consequential loss or damage which shall include but not be limited to pure economic loss, losses incurred by any client of yours or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time, loss or corruption of data, or inability to use or the results of use of GDPRWise, any websites linked or the material on such websites.
You acknowledge and agree our total liability to you (whether in contract, tort or otherwise) under or in connection with the provision of the Website or Service under these Customer Terms including any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total amount (excluding any VAT, duty, sales or similar taxes) paid by you to us during the preceding twelve (12) month period.
The Customer shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement by the Customer, User or third party of any intellectual property rights with respect to use of the Website or Service outside of the scope of these Customer Terms; or (ii) use by us of any Customer Data or Customer or User provided item; or (iii) any access to or use of GDPRWise by a User, Client or a third party in breach of these Customer Terms; or (iv) breaches of data protection law or regulations resulting from us processing data on behalf of and in accordance with the instructions of the Customer or User.
All information entered into the tool by the customer will be considered confidential information, except as excluded below.
Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms & Conditions but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in these Terms & Conditions.
The obligations of confidentiality under these Customer Terms & Conditions do not extend to information that: (i) was rightfully in the possession of the receiving party before the commencement of these Customer Terms & Conditions; (ii) is or becomes public knowledge (otherwise than as a result of a breach of these Customer Terms & Conditions); or (iii) is required by law to be disclosed.
TRANSFER OF RIGHTS
In case of any consolidation or merger of GDPRWise with or into another corporation (other than a consolidation or merger in which GDPRWise is the continuing corporation), or in case of any sale or conveyance to another corporation of the property of GDPRWise, as substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), or any change of name or other transfer of securities of GDPRWise resulting in a change of control (voting, management, board or otherwise) of GDPRWise, the terms and provisions of this Agreement shall remain effective in relation to GDPRWise, or its legal successors, subsidiaries and affiliates.
COMMUNICATIONS BETWEEN PARTIES
All communication between GDPRWise and you shall be by email.
New features, including new tools and resources, will be subject to these Customer Terms & Conditions unless otherwise indicated.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes but is not limited to: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks or the serious disruption thereof; (v) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance of our obligations shall be deemed to be suspended for the period that the Force Majeure Event continues. We will use our reasonable endeavours to bring the Force Majeure Event to an end or to find a solution by which our obligations under these Customer Terms & Conditions may be performed despite the Force Majeure Event.
In case any one or more of the provisions of this Agreement or any application thereof shall be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement and any application thereof shall be in no way thereby
affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable
provision of this Agreement by a valid provision having the same effects and objectives. These Customer Terms & Conditions, together with all documents referred to in them constitute the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
GOVERNING LAW & JURISDICTION
Both parties agree that the laws of Belgium will apply, should any dispute arise out of or in connection with this Agreement. To the extent that any lawsuit or court proceeding is permitted hereinabove, both parties agree to submit to the sole jurisdiction of the Antwerp (Belgium) courts for the purpose of litigating all disputes.