General Terms and Conditions

Conditions

Fairtual Technologies BV is a 100% Belgian company. Our shareholders are Belgians, born and bred, and we do not have any interference from other parties.

Our mission:
We start from a mission. A mission to market virtual events and showrooms. We believe in a hybrid future where live (physical) and virtual (digital) can go hand in hand and reinforce each other. We also believe that digital communication is an undeniable part of the communication mix. Transparency, customer-friendliness and flexibility are things we value highly. How do we do that? With clear and useful advice, clear communication and all that… with a smile. with a smile. Because that is how we make the difference.

Our data:
FAIRTUAL TECHNOLOGIES BV – Cathilleweg 88 – 8490 Jabbeke – KBO BE0899.916.411.
We are happy customers of Belfius under the account number IBAN: BE54 0689 3692 0397

Our team – our specialists:
We work with a team of specialists. Specialists that we use for our clients to make their event or project a success. Discover our staff on our team page via our website.
They are ready to help you every day.

2.1 Our prices will always be communicated in advance in as complete and clear a manner as possible. With the exception of specific customisation, you always know in advance how much you will pay.

2.2 Clear offers and price agreements are made, so that the price is clear and transparent in advance. The offers always remain valid for 14 days.

2.3 An offer (in the form of an offer) is deemed to have been accepted following an explicit or implicit acceptance by you. This acceptance also means that you have read our General Terms and Conditions (in their entirety) and agree to them. We always ask you to digitally sign the offer(s). That saves everyone a lot of work and paper.

2.4 An explicit acceptance means that you clearly indicate in no uncertain terms that you agree with the offer (the quotation), and that the work may be commenced. With implicit acceptance, you take some action from which it can be inferred that you agree to the offer (e.g. forwarding certain items we need to start working on an order, or paying an advance).

2.5 As soon as an order is accepted, the activities are started. A project is created and planned, the administrative framework is set up, internal briefings take place, … After this acceptance, you will no longer be able to cancel free of charge. If you still wish to cancel, this is of course possible. In case of a cancellation more than 1 month before the start of the event, you pay 50% of the total cost (even if certain works or other items have not yet been carried out). In case of a cancellation less than 1 month before the start of the event, you pay 75% of the total cost (even if certain works or other items have not yet been carried out).

2.6 Deadlines are important when organising an event. We will always clearly discuss the deadlines associated with the assignments with you. We strive to meet 100% of our deadlines.

2.7 Since communication is important, we feel it is necessary to make clear agreements (deadlines) in this regard. Thus, every project (event) is managed by our project manager(s). The Project Manager is the pivotal figure who manages the activities of the Art Director, the IT Manager, the 3D Designer and the Marketing Manager. These people should not be contacted directly by you, so that they can focus on their job. If you contact one of those employees directly, the time spent doing so will be charged at an hourly rate. So keep this in mind. On the other hand, it may happen that one of these employees contacts you himself, in which case this obviously does not apply (as far as these contacts are concerned).

3.1 Fixed costs
For most cases we work with “fixed costs”. That way, you as a customer know exactly what you are getting into and can budget perfectly for your event. For example, fixed costs are charged for renting a stand, a pavilion, a conference room and so on.
The fixed costs (together with any other costs) are stated in the offer and are essentially unchangeable.

3.2 Variable costs
We also have “variable costs”. The level of our variable costs depends on the level of our fixed costs. We distinguish two variable costs.
First, there are the costs related to project management. This is the support that our people offer you during the preparation and the live days of your event. The costs for project management always amount to 25% of the fixed costs.
We also have a variable eco-premium. Fairtual Technologies is an ecological company that is climate-conscious. The carbon footprint of our organisation on 01/01/2021 was only 8,488.83 kg. In order to include our CO² emissions in their biomass, we want to plant around 500 trees every year. We share the costs for this with our customers. We therefore apply a variable cost of 1% of the fixed costs and the custom work.

3.3 Hourly rates – customised (or other)
In cases where we work on an hourly basis, such as custom work for example, we charge an hourly rate of EUR 150 excl. VAT.
For example, if you ask us to customise a booth or develop an additional feature, we will initially estimate the number of hours (or days) we will need for this development(s). You will then receive an offer, which will specify a number of hours (or days or a fixed rate). Please note that this is always an estimate. This means that there is either more work or less work and therefore more or less can be invoiced respectively.
Our people are now capable of making correct estimates, but it sometimes happens that our customers ask for additional adjustments or do not provide the things we need for development.

3.4 Travel costs
As an ecological company, we do not like to travel. Travel also means that we cannot work in the office, so we charge travel expenses of 0.75 € / km (including travel time). Since we cannot take into account any travel expenses “to be incurred” in the quotation phase, travel expenses are not included in the quotation. They are invoiced afterwards.

3.5 Invoicing
We always invoice in at least 3 times.
A first invoice of 40% of the approved offer amount will be invoiced within the week following the signing of the offer.
The second invoice is sent at least 4 weeks before the start of the event / project and amounts to 30% of the approved offer amount.
The third invoice shall be sent at least 2 weeks before the start of the event / project and shall amount to 30% (or the balance) of the approved offer amount.
If there are still things to be settled after the event, this invoice will be sent immediately after the event / project.
3.6 Payments
The standard payment term is 14 days from the invoice date. If you wish to obtain an extended payment period, this must be previously approved in writing by the Managing Director of Fairtual Technologies, Mr Diego Dupont. Reference to your own payment terms or general terms and conditions will not be accepted.

3.7 What if you have not paid within the payment period stated under 3.5
Good agreements make the best friends, also with us. We make every effort to make your event / project a success. The respect we ask for in return is the correct payment of our invoices.
If an invoice has not been paid by the due date (invoice date + 14 days), you will receive a friendly reminder asking you to pay the invoice within 7 days.
If you have not paid within 7 days, you will receive a second reminder on the 21st day after the invoice date. Herein you are again requested to pay the invoice within 7 days.
If you still have not paid on the 28th day, we will assume that it is not an omission. The work will then be temporarily halted until you have paid all outstanding invoices. If any other invoices need to be made out, these will also be made out and are immediately payable, notwithstanding any work or other matters not yet carried out.
We would like to make three observations:
⦁ Do not wait until the due date has passed and you receive a reminder. Conversely, you can also expect us to be proactive and to keep to the agreements / deadlines;
⦁ In any case, make sure that the first 3 invoices are paid before the start of the event / project. We keep the digital doors closed on outstanding invoices;
⦁ Do you have an unexpected problem paying an invoice? Then talk to us! We are people and entrepreneurs among ourselves and always find a solution.
If an invoice has been outstanding for more than 45 days, we will put you in default. A conventional penalty clause will then be charged equal to 10% of the outstanding amount, as well as interest of 1% per started month.

3.8 What if you do not agree with an invoice received?
We try to avoid them, of course, but occasionally you will have a complaint. No problem, of course!
It suffices to send a reasoned and clear e-mail to info@virtualfair.be, within 8 days after the problem has been detected, to inform us.
We will immediately do everything possible to solve the problem.
Please note that formulating such a complaint does not mean that your payment obligations are suspended!

3.9 Cancellation of event
You will, of course, have the opportunity to cancel the offer (the Agreement) free of charge within seven (7) days of signing it. In other cases of cancellation, you will owe us a cancellation fee as stated below:

– in the event of cancellation sixty (60) days or more before the commencement date of the Event as determined by you: 50% of the Fee;
– in the event of cancellation between sixty (60) and thirty (30) days or before the commencement date of the Event as determined by you: 75% of the Fee;
– in the event of cancellation less than thirty (30) days before the starting date of the Event: 100% of the Fee plus cancellation costs of € 2,500 (two thousand, five hundred euros).

4.1 With every order, we have one clear goal in mind: a satisfied customer. We are therefore using all possible means to achieve this goal. We always do this at our own discretion and rely on our own experience and expertise to do so in an informed way. This means that we can also call on experts who are not affiliated with us when we think it would be appropriate to do so.

4.2 We love innovation and digitalisation. So we also use innovative and digital applications to make certain processes faster or easier. We expect you to accept and understand the use of the applications we use.

4.3 We aim for satisfied customers. However, we do not believe in cooperation where everything comes from one side. We always try to work with you towards the desired result. This means that we also count on your cooperation.

4.4 Due to the specific nature of our activities, all undertakings entered into between us and you must be regarded as obligations of means. Due to the nature of our activities, it is impossible for us to commit ourselves to results.

To clarify: An obligation of means is an obligation whereby the performer of the works guarantees the client that he will use all possible and available means to achieve a certain result. In the case of a guarantee or result commitment, the order can only be regarded as successful if the pre-defined result is actually achieved (this is possible, for example, in the construction of a house, but not in our activities).

4.6 It is always our goal to build a healthy and lasting relationship with you. However, if it appears that due to certain circumstances further cooperation has become impossible, we are entitled to terminate the contract unilaterally.

4.7 The intellectual rights applicable to all items developed by us always remain our full property. You always receive a non-exclusive and non-transferable right of use. This also means that you may only use these items for the purposes communicated beforehand.

4.8 We take responsibility. We accept liability for any culpable major or frequent minor fault that may have occurred in the execution of paid orders.
If you believe you have found such an error, please send an e-mail to info@virtualfair.be within 8 days of this finding. We will then make every effort to rectify this error within a reasonable period of time.

Should we not be able to correct our mistake, we accept liability for the damage that is a direct consequence of this mistake. Of course, we cannot be held liable for any non-direct damages such as consequential damages, loss of profit or increase in general costs (this list is obviously not exhaustive).
The damage for which we can be held liable can never exceed:
⦁ The total invoiced amount excl. VAT (which has been paid);
⦁ The amount for which we are insured according to our professional liability policy (Axa – No. 010.730.530.920 up to an amount of EUR 125,000).

As we are not shirking our responsibilities, we expect the same from you. As a customer of ours, you shall always take the necessary measures to safeguard us from damages that are due to your own shortcomings. In particular, you will have to meet the deadlines that we set.

4.9 Of course, force majeure can never be excluded. Neither for you nor for us. This means that if an external cause arises that makes the further performance of the agreement temporarily impossible for one of the parties, the agreement can be suspended for a period of up to 90 days. If the force majeure still exists after this period, the agreement may be definitively terminated.

If such a circumstance arises, the party prevented from doing so shall notify the other party in writing of the nature of the force majeure within 8 days of the first day on which it is established.

5.1 Fairtual Technologies BV is a thoroughly Belgian company. This means that only Belgian law is applicable to the agreements we enter into. Disputes will be settled by Arbitration. This means that all disputes arising from this agreement or any agreements resulting from it shall be settled by an arbitration tribunal, consisting of one or three independent and impartial arbitrators chosen from the pool of www.arbiters.be. In the absence of agreement between the parties, the appointment and/or replacement shall be made by the list manager. The arbitral tribunal shall organise the proceedings and estimate the (commission for the) arbitration costs. This clause replaces all other competence clauses.

5.2 These General Terms and Conditions apply exclusively to any agreement entered into by us. The existence of additional or different terms and conditions of a contracting party other than ourselves is expressly excluded. Deviation from these General Terms and Conditions is only possible if both parties have agreed to it in writing in advance.

5.3 If any provision of these General Terms and Conditions proves to be invalid, this does not mean that the entire General Terms and Conditions are invalid. The provisions not affected by nullity shall therefore remain fully effective and applicable.

5.4 We shall be entitled to engage specialised third parties in the performance of our assignments, and may transfer obligations arising from agreements we have concluded to such third parties at our discretion.

5.5 Once a contract has been concluded, we are entitled to refer to the existence (and contents) of the contract in our commercial and promotional activities.
In making such references, we may use protected and non-protected trade names and signs of you and your exhibitors or other users of our platforms. Naturally, under no circumstances will sensitive information about you or users of our platforms be made public. You will inform third parties (exhibitors, speakers or other stakeholders) of this and let us know if anyone objects.

5.6 As mentioned above, we are a company that works with both internal and external employees (both employees and freelancers – whether partners or not). Our costs show the hourly rates that we charge. These hourly rates are rates that apply if we are the contracting party. We always agree with you that you will not contract directly with our staff. If you do so anyway (being invoiced directly by one of our employees), we will charge you an outsourcing fee equal to 35% of the rate you paid (or were charged) to or by this employee. You get the picture…

“We live in hellish times when it comes to cyber security. That’s why we like to make agreements about how both you and your visitors are expected to interact with our platforms. What can and cannot be done, what is allowed and not allowed, you can read below. Of course, we also count on your common sense.”

6.1. Introduction
1.1 This policy on acceptable use of our platforms (the “Policy”) sets out the rules applicable to:
⦁ the use of the website hosting the event, any successor website and the services available on that website or any successor website (the “Platforms”); and
⦁ the transmission, storage and processing of Content by you, or by any person on your behalf, using the Platforms (“Content”).

1.2 References in this Policy to “you” are to each customer for the Platforms and each individual user of the Platforms and “your” should be construed accordingly; and references in this Policy to “us” are to Fairtual (and “we” and “our” should be construed accordingly).

1.3 By using the Platforms, you agree to the rules set out in this Policy.

1.4 You must additionally ask your users (the stakeholders, such as visitors, exhibitors, speakers, etc.) for their express consent to the terms of this Policy before uploading or submitting any content or otherwise using the Platforms.

1.5 You must be at least 18 years old to use the Platforms; and by using the Platforms, you warrant to us that you are at least 18 years old. That seems clear to us …

2. General rules of use

2.1 You may not use the Platforms in any manner that causes, or may cause, damage to the Platforms or impairment of their availability or accessibility.

2.2 You may not use the platforms:
⦁ in any manner that is unlawful, fraudulent, deceptive, competitive or harmful; or
⦁ in connection with any unlawful, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all content complies with the provisions of this Policy.

3. Unlawful content

3.1 The content must not be illegal or unlawful, must not infringe the legal rights of any person and must not be capable of giving rise to legal proceedings against any person (in any case in any jurisdiction and under any applicable law).

3.2 Content, and the use of content authorised by us in any way, may not be used:
⦁ are defamatory or maliciously false;
⦁ be obscene or indecent;
⦁ infringe any copyright, moral right, database right, trademark right,
⦁ design right, passive right or other intellectual property right;
⦁ violate any right of confidence, right to privacy or right under the
⦁ data protection legislation;
⦁ (e) constitute negligent advice or contain negligent statements;
⦁ (f) an incitement to commit a crime, instructions for committing a crime or the
⦁ constitute promotion of criminal activities;
⦁ be in contempt of court, or in violation of a court order;
⦁ constitute an infringement of the laws on racial or religious hatred or discrimination;
⦁ are blasphemous;
⦁ be competitive for us or for our platform;
⦁ constitute a breach of the law on state secrets; or
⦁ constitute a breach of a contractual obligation towards a person.
3.3 You must ensure that the content is not and has never been the subject of threatening or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 The content must be suitable for all persons who have or may have access to it.
4.2 The content must not depict violence in an explicit, graphic or senseless manner.
4.3 The content may not be pornographic or sexually explicit.

5. Factual accuracy

5.1 The content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact in content and in relation to persons (legal or natural) must be truthful; and opinions in content and in relation to persons (legal or natural) must be reasonable, fairly held and state the basis of the opinion.

6. Negative opinion

6.1 The content may not consist of or include legal, financial, investment, tax, accounting, medical or other professional advice, and you may not use the Platforms to provide any legal, financial, investment, tax, accounting, medical or other professional advice service.
6.2 The content may not consist of advice, instructions or other information which can be followed and which, if followed, could cause death, illness or bodily injury, damage to property or any other loss or damage.

7. Etiquette

7.1 The content must be appropriate, civil and tasteful and in accordance with generally accepted standards of etiquette and behaviour on the Internet.
7.2 The content must not be offensive, deceptive, threatening, hateful, discriminatory or inflammatory.
7.3 The content must not cause annoyance, inconvenience or unnecessary anxiety.
7.4 You may not use the Platforms to send hostile communications or communications intended to cause offence, including such communications directed at a particular person or group of people.
7.5 You may not use the Platforms to intentionally upset or offend others.
7.6 You must not unnecessarily flood the Platforms with material relating to a particular subject or subject area, either on your own or with others.
7.7 You must ensure that the content does not duplicate other content available through the Platforms.
7.8 You must ensure that content is categorised appropriately.
7.9 You must use appropriate and informative titles for all Content.
7.10 You must be courteous and polite to other users of the Platforms at all times.

8. Marketing and spam

8.1 Without our written consent, you may not use the Platforms for any purpose related to the marketing, advertising, promotion, sale or provision of a product, service or commercial offer that is competitive with ours.
8.2 The content may not constitute or include spam, and you may not use the Platforms to store or send spam – which for these purposes includes all unlawful marketing communications and unsolicited commercial communications.
8.3 You may not send spam or other marketing communications to a person using an e-mail address or other contact details made available through the Platforms or which you find when using the Platforms.
8.4 You may not use the Platforms to promote, host or operate chain letters, Ponzi schemes, pyramid schemes, matrix schemes, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.8.5 You may not use the Platforms in a manner that could result in blacklisting of our IP addresses.

9. Regulated businesses

9.1 You may not use the Platforms for any purpose related to gambling, betting, lotteries, sweepstakes, prize competitions or any other gambling related activity.
9.2 You may not use the Platforms for any purpose related to offering for sale, selling or distributing medicines or pharmaceutical products.
9.3 You may not use the Platforms for any purpose related to offering for sale, selling or distributing knives, guns or other weapons.

10. Monitoring

10.1 You acknowledge that we may actively monitor the content and use of the Platforms.

11. Data mining

11.1 You may not conduct systematic or automated data scraping, data mining, data extraction or other systematic or automated data collection activities through or in connection with the Platforms.

12. Hyperlinks

12.1 You must not associate any material using or through the Platforms which, if made available through the Platforms, would breach the provisions of this Policy.

13. Malicious software

13.1 The content may not contain or consist of viruses, worms, spyware, adware or other harmful or malicious software, programmes, routines, applications or technologies, and you may not promote, distribute or perform them through the Platforms.
13.2 The Content may not contain or consist of, and you may not promote, distribute or perform through the Platforms, any software, programs, routines, applications or technologies which will or may have a material adverse effect on the performance of a computer or which pose material security risks to a computer.

14. Breaking the rules

14.1 If you and your users (the stakeholders, such as visitors, exhibitors, speakers, etc.) abide by the above rules, we will remain the best of friends. However, if we find that you have failed to comply with these rules, we shall be entitled to make the platform completely unavailable (and to suspend the contract), without you being entitled to any compensation or refund of any amounts already paid. But you users must also comply with this. If we find that a user does not comply with the rules, please inform us immediately so that we can take the appropriate (legal) measures.

Processor agreement

Parties:
⦁ You as the customer, hereinafter referred to as the “Controller”;
and
⦁ the private company Fairtual Technologies BV, with registered office in Belgium, 8490 Jabbeke, Cathilleweg 88, and place of business in Belgium, 8000 Bruges, Koningin Elisabethlaan 18, represented in this matter by its director, Mr Diego Dupont, hereinafter referred to as “Processor”.

Considerations:
⦁ Processor has entered into one or more agreements with Processor for the provision of various services by Processor to Processor or will enter into such an agreement. This agreement or these agreements together shall hereinafter be referred to as “the Master Agreement”.

⦁ Processor will process data for which Processor is and remains responsible when executing the Master Agreement. This data includes personal data within the meaning of the General Data Protection Regulation (EU 2016/679), hereinafter referred to as the “AVG”.

⦁ In view of the provisions of Article 28(3) of the AVG, the parties wish to lay down the conditions for the processing of this personal data in this agreement.

Agreement:

⦁ Scope
⦁ This Agreement shall apply to the extent that the provision of services under the Master Agreement involves one or more of the processing operations listed in Schedule 1.
⦁ The processing operations of Annex 1 that take place when providing the services are hereinafter referred to as “the Processing Operations”. The personal data processed thereby: “the Personal Data”.
⦁ With regard to the Processing operations, the Controller is the person responsible for processing and the Processor is the Processor. The natural persons who actually use the services of Processor under the Master Contract and, if applicable, their representatives, are also referred to hereinafter as “the End Users”.
⦁ All terms used in this Agreement shall have the meaning given to them in the AVG.
⦁ The Annexes form part of this Agreement. It is about:
Annex 1 the Processing, the Personal Data and the retention periods;
Appendix 2 the Sub-processors and categories of Sub-processors which the Controller approves;
Annex 3 the technical and organisational measures of the Processor;
Annex 4 Information in the event of a data breach.

⦁ Subject
⦁ Processor undertakes to Process Personal Data only for the purposes of the activities specified in this Processing Agreement and/or the Master Agreement. Processor guarantees that, without the explicit and written consent of Processor, it will not in any way use the Personal Data Processed under this Processing Agreement for its own purposes or the purposes of third parties, unless a legal provision applicable to Processor requires it to do so. In that case, the Processor shall notify the Controller of that legal provision without delay, prior to the Processing, unless that legislation prohibits such notification for important reasons of public interest.
⦁ Processor shall keep Processor’s Personal Data separate from (Personal) Data that it processes for itself or for third parties.
⦁ Processor shall carry out the Processing in a proper and careful manner.

3 Security measures
⦁ Processor shall take all technical and organisational security measures required of it under the AVG and in particular under Article 32 AVG.
⦁ Processor shall provide a document stating the appropriate technical and organisational measures. This document will be attached as Annex 3 to this Processing Agreement.

4 Data breaches
⦁ Processor shall inform Controller without unreasonable delay, but in any event within 24 hours, of any “personal data breach” as referred to in Article 4(12) of the AVG. Such a breach is hereinafter referred to as a “data breach”.
⦁ The Processor will provide the Controller, without unreasonable delay, with all information that it possesses and that is necessary to fulfil the obligations under Article 33 of the AVG and will provide all cooperation requested by the Controller. Processor shall provide the relevant information as soon as possible in a common format to be determined by Processor. Furthermore, Processor will keep Controller informed of any new developments concerning the Data Leak and take all reasonable measures to remedy the Data Leak and limit the consequences (or possible consequences) thereof as much as possible. Processor shall also take those measures which are necessary to prevent a repetition of the Data leak.
⦁ Processor shall not inform Controller of a Data Breach if it is absolutely clear that the Data Breach does not pose any risk to the rights and freedoms of natural persons. If there is any doubt about this, the Processor will report the Data Leak to the Processing Responsible Party in order to enable it to form its own opinion about a possible report of the Data Leak. Processor shall document all breaches, including those that do not have to be reported to Controller, and provide such documentation to Controller once a quarter, or sooner if Controller so requests. The documentation shall contain at least the information set out in Annex 4.
⦁ It is the sole responsibility of the Processing Party to determine whether a Data Leak detected at the Processor is reported to the competent authority and/or to the parties concerned.

5 Use of Subprocessors
⦁ The Processor is entitled to engage third parties as Subprocessors for the purposes of Processing without the prior written consent of the Processor.
⦁ The Processor shall ensure that the third party or parties concerned enter into an agreement in which it will comply with at least the same legal obligations as those of the Processor.
⦁ Processor shall inform Controller of the Subprocessors it has engaged. Controller may then object to additions or replacements in relation to the Processor’s Subprocessors.
⦁ in any event, the Processing Party hereby gives its consent to the engagement of the Subprocessors and/or categories of Subprocessors listed in Appendix 2.

6 Duty of confidentiality
⦁ Processor shall keep the Personal Data secret. Processor shall ensure that the Personal Data do not directly or indirectly become available to third parties. Third parties also include the staff of the Processor insofar as it is not necessary for them to take cognisance of the Personal Data. This prohibition does not apply if this agreement provides otherwise and/or insofar as a statutory regulation or judgment obliges any disclosure.
⦁ Processor shall ensure that persons, not limited to employees, who participate in the Processing at Processor are bound by a confidentiality obligation in respect of the Personal Data.

⦁ Processor shall inform Controller of any request to inspect, provide or otherwise retrieve the Personal Data, in violation of the confidentiality obligation contained in this Article.

7 Storage periods and deletion
⦁ The Controller is responsible for determining the retention periods in respect of the Personal Data. Insofar as Personal Data are under the control of the Controller, he himself shall delete them in a timely manner.
⦁ Processor will delete the Personal Data within thirty days of the end of the Main Agreement or, at Processor’s option, transfer it to Processor, unless the Personal Data must be retained for a longer period, such as in the context of Processor’s legal or other obligations, or if Processor requests that Personal Data be retained for a longer period and Processor and Processor agree on the costs and other conditions of that longer retention, the latter without prejudice to Processor’s responsibility to observe the statutory retention periods. Translated with www.DeepL.com/Translator (free version) Any transfer to the Processor will be at the expense of the Processor.
⦁ At the request of the Processing Party, the Processing Party shall declare that the deletion referred to in the previous paragraph has taken place. The Processing Agent may, at its own expense, have a check carried out to ascertain whether this has indeed been done. Article 10 of this Agreement shall apply to such control. To the extent necessary, Processor shall inform all Subprocessors involved in the processing of Personal Data of a termination of the Master Agreement and instruct them to act as provided herein.
⦁ Unless the parties agree otherwise, the Processing Agent shall itself arrange for a back up of the Personal Data.

8 Rights of data subjects
⦁ If the Processing Agent itself has access to the Personal Data, it shall comply with all requests from the Data Subjects in respect of the Personal Data. Any requests received by the Processor shall be immediately forwarded to the Processing Owner, which shall be responsible for dealing with the request.
⦁ Only to the extent that the provisions of the preceding paragraph are not possible, Processor will provide its full and timely cooperation to Processor in order to:
⦁ after approval by and on the instructions of the Processing Agent, to allow those concerned to inspect the Personal Data relating to them,
⦁ Remove or correct personal data,
⦁ demonstrate that Personal Data has been deleted or corrected if it is incorrect (or, in the event that the Controller does not agree that the Personal Data is incorrect, record the fact that the data subject considers his/her Personal Data to be incorrect)
⦁ provide the Personal Data in question to the Processing Agent or to a third party designated by the Processing Agent in a structured, common and machine-readable form, and
⦁ otherwise enable Processor to comply with its obligations under the AVG or under other applicable laws relating to the processing of the Personal Data.

⦁ The costs of and requirements for the cooperation mentioned in the previous paragraph shall be determined jointly by the parties. Without an agreement to this effect, the costs shall be borne by the Processing Agent.

⦁ Liability
⦁ Processor shall be liable to Processor for all damages and costs incurred by Processor as a result of an imputable failure by Processor to comply with its obligations under this Agreement, including but not limited to the damages caused by Processor when processing fails to comply with obligations of the AVG specifically addressed to Processor or if Processor’s lawful instructions are violated.
⦁ The Processor shall indemnify the Processing Party against all third-party claims resulting from an attributable failure by the Processor to fulfil its obligations to the Processing Party under this agreement.
⦁ Without prejudice to the provisions of this Article 9, the liability provisions of the Master Agreement shall apply in full.

⦁ Control
⦁ The Processing Agent will have the right to verify compliance with the provisions of this agreement at its own expense when there is reasonable cause to do so, and in any event once a year, or to have this verified by an independent chartered accountant or chartered computer specialist.
⦁ If such an audit reveals that Processor has not or not properly complied with this Agreement and/or applicable legal provisions governing the Processing of Personal Data, Processor shall bear the costs of the audit. Processor shall also remedy the shortcomings without delay after becoming aware of them. This is without prejudice to the other rights of the Processing Agent.
⦁ Processor shall make available to Controller all information necessary to demonstrate compliance with the obligations set out in Article 28 of the AVG. If the third party engaged by the Controller gives an instruction which, in the opinion of the Controller, violates the AVG, the Controller shall immediately inform the Controller thereof.
⦁ The investigation of the Controller will always be limited to the systems of the Processor used for the Processing. The Processor will keep the information found during the verification confidential and will only use it to verify the Processor’s compliance with the obligations under this Agreement and will delete the information or parts of it as soon as possible. The Controller warrants that any third parties engaged will also assume these obligations.
Processor shall carry out periodic security audits (or have them carried out) and shall provide an annual summary of the results of this audit, which shall at least include an overview of the risks as well as the measures to be taken to limit and remedy these risks.

⦁ Processing of Personal Data outside the European Economic Area
⦁ The transfer of Personal Data by Processor outside the European Economic Area is only permitted in compliance with the applicable legal obligations.

⦁ Other provisions
⦁ Amendments to this agreement are valid only if they have been agreed in writing between the parties.
⦁ The parties will adapt this agreement to changed or supplemented regulations, additional instructions from the relevant authorities and evolving insight in the application of the AVG (for example through, but not limited to, case law or reports), the introduction of standard provisions and/or other events or insights that make such adaptation necessary.
⦁ This agreement lasts for the duration of the Master Agreement. The provisions of this Agreement shall remain in force to the extent necessary for the settlement of this Agreement and to the extent necessary to survive the end of this Agreement. The latter category of provisions includes, but is not limited to, the provisions on secrecy and disputes.
⦁ This agreement prevails over any other agreement between the Controller and the Processor.
⦁ This agreement is governed exclusively by Belgian law.
⦁ Parties shall submit their disputes in connection with this agreement exclusively to the Court of Bruges.
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By:

By:

On behalf of: Fairtual Technologies BV On behalf of:
On: On:
At: At:
Annex 1
Processing of personal data and retention periods
Annexes 1 and 2 must be filled in as completely as possible by the controller
This Annex is part of the Processing Agreement and must be initialled by the parties.

⦁ The Personal Data that parties expect to process:
[Description of the personal data processed under this agreement, e.g. the data described below. Please complete].

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⦁ The nature, use and purpose of the processing of Personal Data:
[Description of what will be done with the Personal Data (e.g. storage in a file, e-mailing, etc.), what is the purpose of the processing (e.g. marketing, customer acquisition, contract performance) and what means will be used (e.g. CRM software)].
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⦁ The categories of Data Subjects to which the Personal Data relates
[Description of the categories of Data Subjects, e.g. website visitors, subscribers, suppliers, children, employees].
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⦁ The periods of use and retention of the (different types of) Personal Data:
[Beschrijving van de gebruiks- en bewaartermijnen die verwerker dient aan te houden]
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Annex 2

Subprocessors/categories of Subprocessors
Deze bijlage maakt deel uit van de Verwerkersovereenkomst en moet door de partijen worden geparafeerd.
This Annex contains an overview of the Subprocessors as referred to in Article 5.4 of this Agreement.

Name sub-processor Address Contact details Purpose of sub-processor
C Bloom Comm. V. Blauwvoetstraat 49 – 8310 Assebroek info@cbloom.be
GSM:+32478211899 BE0518.858.245
3D Design
Sliced Comm. V. Watermolenstraat 23, 9230 Wetteren info@sliced.be
GSM:+32496660979 BE0739734272
IT – Development
Combell NV Skaldenstraat 121, 9042 Gent administratie@combell.com
BTW: BE 0541.977.701
Hosting
Whereby AS Gate 1, N° 107, 6700 Maloly, Norway pro@whereby.com Video meetings
tawk.to inc. 187 East Warm Spring Rd, SB298
Las Vegas, NV, 89119
support@tawk.to Written Chat booths
Chatwee Sp. Piotrkowska 4, 62-610 Sompolno, Polnad VAT ID: PL6652990463

https://chatwee.com/
Written Chat (Network Café)


Annex 3

Security measures of Processor (see downloads)

Annex 4
Information in the event of a data breach

The Processor will provide all information that the Processor deems necessary to be able to assess the Data Leak or incident. In doing so, Processor will provide Processor with at least the following information:
⦁ what is the (alleged) cause of the Data breach or incident;
⦁ what the (as yet known and/or expected) consequence is;
⦁ what the proposed solution is;
⦁ the contact details for the follow-up of the report;
⦁ (an estimate of) the number of persons whose data are affected by the Data Breach or incident;
⦁ a description of the category of data subjects involved in the Data Breach or incident;
⦁ the type or types of Personal Data involved in the Data Breach or incident;
⦁ the date/period when the Data breach or incident occurred;
⦁ the date and time on which the Data Leak or incident became known to the Processor or to a third party or subprocessor engaged by it;
⦁ whether the data has been encrypted, hashed or otherwise made inaccessible to unauthorised persons;
⦁ what measures have been taken to end the Data Breach or incident and to limit the consequences of the breach.