Legal

These general terms and conditions apply to all agreements between us (Logi-Cal bv, 3500 Hasselt, Spelvojestraat 6, known under the company reference number 0649.860.309, www.heat-box.be and derivative companies) and our clients, insofar as they are not modified by special conditions or separate agreements concluded in writing and without prejudice to the application of mandatory legal provisions. The customer acknowledges having read and accepts the general terms and conditions by logging into or using the Heat-Box application (hereinafter “the Application”), even where they are contrary to the client’s own general or special terms and conditions. The latter conditions shall be binding only if they have been expressly accepted by us in writing. Any amendments to the terms and conditions will be effective upon notification to the customer and will be deemed to have been accepted if a customer re-logs into or continues to use the Application. The general terms and conditions are permanently available, and can be viewed on our website.

1. Price lists, quotes and orders

All our price lists, quotes and contract proposals are without obligation, and are provided as information only and are not binding for us. Our price lists are always available on our website. Our price lists are subject to change without prior notice. Any order, assignment or acceptance of our offer made by the client shall be binding for the client, but shall only bind us following our written acceptance. Any cancellation of an order must be made in writing and shall be valid only subject to our written acceptance.

2. Delivery Periods

Any delivery periods are provided for information purposes only and are therefore not binding. Unless explicitly agreed otherwise in writing, delays in the provision of services shall not give rise to penalties, compensation or the cancellation of the order. We reserve the right to perform partial services. The partial performance of an order shall not warrant refusal to pay for the services performed.

3. Pricing and payment

Unless otherwise agreed, the price stated in the current price list applies to the use of the Application. The price is increased annually by 1.9% with effect from the first day of the calendar year.

The order or assignment shall be invoiced at the prices and conditions stated in our price lists or in the quotation accepted by the client. Unless explicitly agreed otherwise, prices quoted by us are exclusive of VAT.

The client acknowledges that in case of use of the Application for more than 12 months, the applicable price is automatically increased by 1.9%. The applicability of the new price does not require acceptance from the client.

Unless explicitly agreed otherwise in writing, our invoices are payable within 30 days of the invoice date into our bank account as stated on the invoice. In the event of full or partial non-payment by the due date, late-payment interest of 10% per annum will be charged, ipso jure and without notice of default. In addition, a fixed compensation of 10% of the unpaid invoice amount will be due, with a minimum of EUR 40 and a maximum of EUR 1,500 without prejudice to the right to claim a higher compensation on the condition that proof is provided of the higher damage actually suffered. The non-payment of an invoice on the due date makes all other claims against the customer immediately due and payable by operation of law.

In the event of non-payment, we are entitled to suspend our services until full payment of all outstanding invoices.

No reason whatsoever, for example complaints regarding the Application or comments regarding an invoice, can result in the customer being able to suspend his payment obligations.

4. Dissolution

Each party has the right to dissolve the agreement with the customer at any time, with immediate effect, without prior judicial authorization or notice of default and without payment of any compensation, in the following cases: (i) if the other party, despite written notice of default whereby a term of at least 7 calendar days is observed, remains in default with the (timely and proper) fulfillment of one or more of its obligations; (ii) in the event of cessation of payment or (application for) bankruptcy or any reorganization by the other party; (iii) upon liquidation or cessation of the other party’s business; (iv) if (part of) the assets of the other party are seized; or (v) if one party has good reason to doubt that the other party will fulfill its obligations to us.

In case of dissolution, each party reserves the right to claim compensation for all costs and damages suffered and all claims against the other party become immediately due and payable.

5. Complaints

We must be notified of any complaints concerning our invoices in writing within 15 days of receipt of the invoice. After this period, invoices shall be deemed as accepted without reservation. The partial payment without reservation is considered as acceptance of the entire invoice.

The client undertakes to verify without delay whether the quality of the service provided corresponds with the agreement. We must be notified of any complaints regarding non-compliance of services in writing within 15 days of fulfilment of the service. After this period has expired, the service shall be deemed to have been accepted without reservation and the complaint shall no longer be taken into consideration. A complaint does not warrant suspension of payment.

6. Intellectual property

Not withstanding any other written agreement, all intellectual property rights relating to the services or products provided by us remain our property and are not transferred to the client under any circumstances.

7. Exclusivity

Not withstanding any other written agreement, there is no exclusivity between us and the client. We can always sell and/or offer the Application, other products and services to which the agreement applies to third parties. In doing so, we shall always respect the proper and faithful performance towards the client.

8. Processing of personal data

Insofar as personal data is processed in the course of performing the work, we undertake to use personal data discreetly and to protect its confidential and private nature. The aforementioned is in accordance with the General Data Protection Regulation (GDPR), the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and the other relevant legal regulations in force. We have taken appropriate legal and technical precautions to the best of our ability to prevent unauthorised access to and use of your personal data. Where it is impossible to fully guarantee security, we will implement the appropriate technical and organisational measures to protect the personal data. The privacy and cookie statements are permanently available and can be viewed on our website.

9. Liability

Unless expressly agreed otherwise, all our commitments are obligations of means. Without prejudice to mandatory legal provisions to the contrary, we shall only be liable for damage caused by the non-fulfilment of our obligations if and insofar as such damage was caused by our wilful or grossly negligent fault or deceit. We are not liable for any other errors.

In the event that we are held liable for any damage, our liability shall be limited to a maximum of the invoice value of the client’s order, or at least to that part of the order to which the liability relates. We are only liable for direct damage. We are not liable for indirect damage, including but not limited to consequential damage, loss of profit, missed savings or damage to third parties.

In the event of force majeure, our obligations shall be suspended and we shall be legally discharged and not be obliged to fulfil any obligation towards the client. Force majeure on the part of the client is hereby expressly excluded.

10. Applicable law and jurisdiction

All agreements to which these general terms and conditions apply shall be governed exclusively by Belgian law.

All disputes concerning agreements that are subject to these general terms and conditions fall exclusively within the competence of the courts of the judicial district Limburg.

Definitions

Account: the combination of a user name and password with which the End User can gain access to Heat-Box.

Availability: the percentage of time that Heat-Box is accessible to the End Users uninterrupted, measured outside a Maintenance Window.

Data Centre: the location or third party where the computer system (hardware and software) for the SaaS service is installed.

End User: the legal or natural person who is authorised by the Client to use Heat-Box, for example clients or the client’s employees.

Incident: a complete or partial interruption or delay of accessibility or availability of Heat-Box.

Maintenance Window: the period of time during which Heat-Box is not required to be available or accessible in the context of Maintenance to the systems.

Maintenance: Preventive Maintenance or Necessary Maintenance, where Preventive Maintenance is the performance of planned work to the network, hardware or software to maintain or improve the quality and Availability of Heat-Box, and where Necessary Maintenance is incidental or unforeseen work which Logi-Cal believes must be performed urgently in order to prevent or resolve Incidents.

SaaS service: the complete service by Logi-Cal in connection with the use of Heat-Box via a network, including the hosting of servers in a Data Centre, access to Heat-Box via a website, Maintenance and Support.

Support: the provision by Logi-Cal during office hours (these are the hours between 09:00 and 17:00 from Monday to Friday, excluding official national holidays), of information and advice regarding Heat-Box by telephone, email, via a website or by means of a helpdesk, as well as the provision of remote assistance for the detection and resolution of Incidents.

Considering that

A. Logi-Cal has developed Heat-Box, a software module to perform heat loss calculations. Heat-Box is hosted by Logi-Cal and/or third parties on a server located in a secure environment. Heat-Box can be made available to third parties via a network in the form of a SaaS service.

B. Logi-Cal has entered into one or more agreements with Client regarding the use of Heat-Box.

C. Client wishes to obtain access to Heat-Box in order to use and make available Heat-Box to End Users that are connected to Client.

D. The parties wish to lay down the basic conditions and terms of this cooperation in the present agreement (hereinafter the “Agreement”). This Agreement is an Annex to the Master Agreement (hereinafter referred to as the “Master Agreement”). The cooperation between the Parties is characterised by the absence of any authority or any link of subordination.

The following is agreed

1. Object

1.1 This agreement sets out the conditions for the use of Heat-Box by the Client and the End User. Heat-Box is software to perform heat loss calculations and which is offered as an online service on a website via the Internet. Heat-Box is not sold but licensed to professionals in the building industry and to private individuals.

1.2 This agreement is additional to Logi-Cal’s General Terms and Conditions. In case of conflicts between this agreement and the general conditions, this agreement shall take precedence. The Client shall never rely on a tacit acceptance of its terms and conditions.

2. Entering into effect

2.1 This Agreement shall come into effect when the Master Agreement is signed by both parties.

2.2 If the Master Agreement or this Agreement between Logi-Cal and the Client is not fulfilled, Logi-Cal shall not be liable for any compensation to the Client.

3. Mutual obligations

3.1 The Client shall provide Logi-Cal with all reasonable cooperation it deems necessary to achieve the desired objectives. The Client shall, among other things, make the necessary company data, documents and infrastructure available to Logi-Cal.

3.2 The Client shall ensure and supervise that the End User complies with the following obligations: (i) The End User will provide the timely, correct and complete information required for the creation of an Account; (ii) The End User will be the sole user of the Account and will not share the account with others; (iii) The End User will safely store the user name and password associated with his Account and will not provide these to third parties; (iv) The End User will without delay inform Logi-Cal’s helpdesk in the event of loss, theft or (suspected) abuse of the user name and password; (v) The data, files or other digital data that are shared or exchanged by the End User with the Heat-Box systems will not contain criminal content and will be free of viruses or defects; (vi) The End User will use the SaaS service for solely legal purposes and will not engage in ‘spamming’ or infringing upon the rights of third parties such as intellectual property rights; (vii) The End User will not use Heat-Box in such a way that it causes a failure or delay in the accessibility or availability of Heat-Box; (viii) The End User will not be able to submit any complaints or claims directly to Logi-Cal, by by-passing Support; (ix) The End User will not engage in ‘hacking’ or otherwise gain unauthorised access to computer systems, software or data belonging to Logi-Cal or third parties; (x) The End User will not engage in any criminal offence, including distributing and making accessible information that is contrary to public order or decency.

3.3 Logi-Cal shall respond without undue delay to all requests for Support made by the Client or the End User and shall endeavour to resolve Incidents as soon as possible, in accordance with the agreements made in this respect in the Agreement or Annexes.

3.4 Logi-Cal guarantees Availability subject to the terms and conditions of the Agreement.

3.5 There are no specific requirements that the Data Centre and the hardware and software present therein must meet. Logi-Cal is responsible for the infrastructure and data connections within the Data Centre.

3.6 The servers in the Data Centre are continuously monitored and the system creates daily backups of the servers. Each file version is retained for as long as the file exists on the system.

4. Confidentiality

4.1 The Parties undertake to maintain confidentiality, in addition to sufficient and necessary measures to ensure confidentiality with regard to all data regarding the business affairs of their contracting party, of which they, their staff or contracted third parties become aware in the course of the conclusion and/or performance of this Agreement. To this end, Parties shall, as far as necessary, oblige the relevant staff members and/or third parties working for them to observe confidentiality. This obligation shall continue to exist following the termination of this Agreement, for whatever reason.

5. Liability

5.1 Logi-Cal is responsible for the continuity of the SaaS service according to the level of Availability agreed with the Client, except in the following circumstances for which Logi-Cal accepts no liability: (i) failures or interruption in the SaaS Service as a result of incorrect, inexpert or excessive use of the network or Heat-Box by the Client or the End User; (ii) faults, failures or delays in the communication lines or data connections between the Data Centre and the Client and the End User; (iii) faults, failures or delays that are found in the communication lines, data connections, computer systems or the network, as far as managed or purchased from third parties by the Client or the End User.

5.2 Logi-Cal is responsible only for the loss of or damage to data or information of the Client or the End-user in as far as this loss is the result of a Logi-Cal shortcoming in the fulfilment of its obligations which can be regarded as intentional or gross negligence by Logi-Cal, its management or its employees.

5.3 Logi-Cal will be unable to process any complaints or claims from the End User which fall outside the scope of support. The Client shall ensure that the End user shall always call on Client apart from Support, and may then submit the complaint or claim to Logi-Cal under this Agreement. The Client shall indemnify Logi-Cal from all claims originating directly from an End user.

6. Prohibition on recruitment

6.1 The Parties undertake to refrain from any attempt to employ or induce employees, consultants, appointees or other subcontractors of the other Party who were involved in the fulfilment of the Agreement , or to terminate their relationship with the other Party, or to take any action that would lead to this result, without the written consent of the other Party. The Parties confirm that the provisions of this Article are reasonable and necessary to protect the interests of the Parties.

6.2 The provisions of this Article remain valid after termination of the Agreement and shall continue to have effect for a period of 12 months following the termination of this Agreement.

6.3 Where a Party is able to prove any breach of the provisions of this Article by the other Party or any person for whom the other Party is responsible, the first Party shall give notice of default to the other Party. If the other Party or any person sponsored by the other Party fails to cease and fully remedy the proven breach of this Article within 5 days following the date of the notice, the other Party shall pay to the first Party a lump sum of 1,000 EUR to be increased by an amount of 1,000 EUR per day in the event that the breach continues after the 5th day following the date of the notice of default, without prejudice to the right of the first Party to claim additional damages if it is able to prove that it has suffered damages exceeding the above-mentioned amounts.

7. Privacy

7.1 Without prejudice to the effect of Article 6, both Parties shall comply with all applicable laws and regulations relating to the protection of privacy and personal data, including the General Data Protection Regulation (GDPR), the Law of 8 December 1992 on the protection of privacy in relation to the processing of personal data and the other relevant applicable legal regulations, when executing this Agreement.

7.2 The above is governed by Logi-Cal’s Data Processing Agreement, which clearly sets out the rights and obligations of the controller and the processor to protect personal data, as included in the annex to the Master Agreement.

8. Communications

8.1 The Parties undertake to ensure that all notifications and announcements required pursuant to the Agreement and its execution are communicated by email to the contact persons specified in the Master Agreement.

9. Applicable law and jurisdiction

9.1 This Agreement is governed by Belgian law. The courts of Hasselt have exclusive jurisdiction over any dispute between the Parties arising from or related to this Agreement.

10. Final provisions

10.1 The client is not entitled to transfer this agreement or any of its rights or obligations or any part thereof to a third party without the prior written consent of Logi-Cal.

10.2 Logi-Cal is authorized to use the services of third parties in the fulfilment of this agreement, either by subcontracting or by engaging personnel. Logi-Cal shall then remain fully responsible to the Client for the proper implementation of the SaaS service and all other obligations as set out in this Agreement. Logi-Cal shall comply with any obligations as the general contractor or hirer with respect to taxes or social security contributions.

10.3 If any provision of this Agreement is unenforceable or conflicts with a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of this Agreement or that part of the provision in question that is not unenforceable or conflicting. In such case, the Parties shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that most closely matches the purpose and intent of the original provision.

10.4 Non-application of one or more provisions of this Agreement will in no way be considered as a waiver of these conditions.

Definitions

Governing Law: The General Data Protection Regulation (GDPR), the Law of 8 December 1992 on the protection of privacy in relation to the processing of personal data (as amended) (hereinafter ‘the Law of 8 December 1992’) and the other relevant legal regulations in force.

Personal data: any information relating to an identified or identifiable natural person; an identifiable person (Hereinafter referred to as the “Party concerned”); is someone who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Processing: an operation or set of operations relating to Personal Data or a set of Personal Data, whether or not carried out by automated means, such as collecting, recording, organising, structuring, storing, updating or amending, retrieving, consulting, using, supplying by transmission, disseminating or otherwise making available, aligning or combining, blocking, erasing or destroying data.

Controller: a natural or legal person, public authority, agency or any other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such processing are determined by EU law or Member State law, it may determine who the Controller is or what criteria are used to designate him/her.

Processor: a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.

Recipient: : a natural or legal person, public authority, agency or other body, whether a third party or not, to whom Personal Data is disclosed. However, public authorities which may receive Personal Data in the context of a special investigation pursuant to EU law or Member State law do not qualify as Recipients; the processing of such data by those public authorities complies with the data protection rules applicable to the processing purpose in question.

Third Party: a natural or legal person, public authority, department or other body, not being the Data Subject, nor the Controller, nor the Processor, nor the persons authorised under the direct authority of the Controller or the Processor to process the Personal Data.

Consent by the Data Subject: any freely given, specific, informed and unambiguous expression of will by which the Data Subject accepts, by means of a statement or an unambiguous active act, the Processing of its Personal Data.

Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, data transmitted, stored or otherwise processed.

Considering that

A. Logi-Cal has developed Heat-Box, a software module to perform heat loss calculations. Heat-Box is hosted by Logi-Cal and/or third parties on a server located in a secure environment. Heat-Box can be made available to third parties via a network in the form of a SaaS service.

B. Logi-Cal makes Heat-Box available to the Controller. Logi-Cal acts as Processor of the Personal Data supplied by the Controller.

C. The Controller is responsible for the Personal Data provided and to be provided to Logi-Cal. Logi-Cal shall only process the Personal Data at the instructions of the Controller.

D. Logi-Cal provides the appropriate technical and organisational measures so that the Processing complies with the requirements of the prevailing legislation and the protection of the rights of the Data Subject is ensured.

E. The Parties wish to formalise their independent cooperation through the present agreement (hereinafter the “Data Processing Agreement”). This Agreement is an Annex to the Master Agreement (hereinafter referred to as the “Master Agreement”). The cooperation is characterised by the absence of any ties of subordination, in accordance with the following conditions and modalities.

The following is agreed

1. Object

1.1 The Controller enters into a Data Processing Agreement with Logi-Cal and Parties will support and assist each other within the framework of this Data Processing Agreement for Processing Personal Data through Heat-Box (hereinafter the ‘Instruction’). Heat-Box is software to perform heat loss calculations and which is offered as an online service on a website via the Internet. Heat-Box is not sold but licensed to professionals in the building industry and to private individuals.

1.2 This agreement is additional to Logi-Cal’s General Terms and Conditions. In case of conflicts between this agreement and the general conditions, this agreement shall take precedence. The Client shall never rely on a tacit acceptance of its terms and conditions.

1.3 Logi-Cal may process the personal data of the following data subjects (e.g. customers, customer contacts of the Controller, etc). Logi-Cal may process the following personal data of the data subject (e.g. name, first name, telephone number, address, email address, etc.) based the following legal grounds (consent from the data subject, necessary for the performance of the contract, legal obligation, protection of vital interests, task of general interest or justified interest) for the following purposes (e.g. to comply with legal obligations (customer management, etc.), to fulfil the agreement, to provide the data subject with informative news items related to the company, to improve the quality of services or information, etc.):

Data Subjects	Personal data	Legal grounds	Purpose	Type of processing
(End) users enabled by the Controller to use Heat-Box	Name, first name, email address, account details	Necessary for the fulfilment of an agreement	Execution of the previously concluded agreement between the parties: To provide access to Heat-Box for the (end) user	Storage (hosting) + sharing with Controller
(Potential) (end) customers of the Controller	Name, first name, address, project data, technical building parameters	Necessary for the fulfilment of an agreement	Fulfilment of the agreement previously concluded between the Parties: performing heat loss calculations for the building of the (potential) (end) customer of the Controller and hosting of the resulting information	Storage (hosting) + sharing with Controller

1.4 The Controller shall ensure that the Personal Data of the Data Subject(s) has been validly obtained and that the Data Subject’s Consent for Processing has been obtained. Logi-Cal does not verify the validity of the Consent and therefore cannot be held liable for any fraudulent actions by the Controller.

1.5 The Personal Data shall only be processed on the basis of written instructions from the Controller, including with respect to transfers of Personal Data to a third country or an international organisation, unless an EU or Member State law provision that is applicable to Logi-Cal obliges it to Process; in such case, Logi-Cal shall notify the Controller of that legal provision prior to Processing, unless that legislation prohibits such notification for compelling reasons of public interest.

1.6 The wording of this Instruction is not limitive and may, subject to mutual agreement between the Parties, be revised according to the needs of the Parties. To this end, an addendum to this Data Processing Agreement will be drawn up and signed.

2. Duration and termination

2.1 The term of this Data Processing Agreement shall be equal to the term of the agreement(s) entered into between the Parties. In the event that Logi-Cal’s services to the Controller or the Processing of Personal Data continues after the official term of the agreement(s) entered into between the Parties, then this Data Processing Agreement shall continue.

2.2 Upon termination of the Data Processing Agreement, and/or upon termination of the services to the Controller, Logi-Cal shall be required, by request of the Controller, and no later than 30 days following termination of the Data Processing Agreement, to return the (Personal) Data provided by the Controller (or to give the Controller the opportunity to obtain such data digitally). Any remaining (copies of) (Personal) Data and/or backups must be destroyed within 90 days of termination by Logi-Cal, unless storage of the Personal Data is required by EU or Member State law.

3. Security requirements

3.1 Logi-Cal shall take appropriate technical and organisational measures to secure Personal Data against loss or any form of unlawful processing. The measures to be taken are in accordance with the current state of technology.

3.2 Logi-Cal has currently taken the following appropriate technical and organizational measures for the benefit of the Controller:

• Use of SSL certificates and communication via the HTTPS protocol;
• Automatic web filter (preventing SQL injections, brute force attacks, etc.);
• Server equipped with a malware scanner;
• Server equipped with firewall (Juniper SRX3400);
• 24/7 protection against DDoS attacks.

3.3 These security measures provide the appropriate level of security given the risks involved in the Processing and the nature of the data to be protected.

3.4 The security measures are adequate and meet the relevant standards and quality requirements.

3.5 At the Controller’s request, Logi-Cal shall provide documentation describing the measures taken and Logi-Cal shall facilitate and contribute to audits, including inspections, by the Controller or an auditor authorised by the Controller.

3.6 Logi-Cal will provide a system which is adequately secured from a technical point of view. It is the responsibility of the Controller to make proper and appropriate use of the system.

4. Personal Data Breach

4.1 Any (suspected) data breach will be reported without delay to the other Party in order to discuss what further action is required. This must be agreed within the context of the notification obligation incumbent on the Controller. Such a (suspected) data breach must not only be reported by Logi-Cal to the Controller, but also as soon as possible by the Controller to the supervisory authority. This is in the interest of preventing a potential data breach.

4.2 Logi-Cal shall, as the Processor, notify the Controller within 24 hours of a (suspected) data breach and, if possible, explain the action already taken. Logi-Cal has no obligation to notify the supervisory authority.

4.3 The Controller will, in turn, notify the supervisory authority within 72 hours of determining a (suspected) data breach and, if possible, explain the action already taken. In the case of sensitive data, the Data Subject must also be informed.

5. Confidentiality

5.1 Logi-Cal is subject to a legal obligation of confidentiality under the prevailing legislation. Logi-Cal is required to treat the received Personal Data as confidential.

5.2 Logi-Cal shall require its (former) employees and/or subcontractors to maintain confidentiality with respect to all Personal Data information which they have acquired within the context of the provision of its services.

5.3 Logi-Cal shall not provide Personal Data to third parties without prior written consent from the Controller, unless the Controller is required to do so under any law, regulation or other legislation.

5.4 If Logi-Cal receives a request or order from a Belgian or foreign supervisory authority or an investigatory, criminal prosecution or national security authority to provide (access to) (Personal) Data, including but not limited to a request under the USA Patriot Act, Logi-Cal will inform the Controller without delay. When handling the request or order, Logi-Cal shall comply with all reasonable requests of the Controller (including the instruction to leave the handling of the request or order, in whole or in part, to the Controller) and shall provide all reasonably necessary cooperation. In the event of a governmental obligation to keep a request or order confidential, Logi-Cal will endeavour to act as far as possible in the interests of the Controller.

6. Other processors

6.1 Logi-Cal uses Combell NV (BE 0541.977.701) as their sub-processor for the execution of its services.

6.2 Logi-Cal shall not engage any other Processor without the prior specific or general written consent of the Controller. In the case of general written consent, Logi-Cal shall inform the Controller of any intended changes regarding the addition or replacement of other Processors, giving the Controller the opportunity to object to such changes.

6.3 When Logi-Cal engages another Processor to carry out specific processing activities on behalf of the Controller, an agreement or other legal act under EU or Member State law shall be imposed on such other Processor as are the same data protection obligations as those set out in this Data Processing Agreement or other legal act between the Controller and Logi-Cal, in particular the obligation to provide adequate guarantees regarding the implementation of appropriate technical and organisational measures so that Processing complies with the Prevailing Laws.

6.4 In the event that the other Processor fails to comply with its data protection obligations, Logi-Cal shall remain fully liable to the Controller for compliance with the obligations of the other Processor.

7. Data Subject

Logi-Cal shall act according to the instructions of the Controller with regard to a request from a Data Subject regarding his/her Personal Data.

7.2 In the event that a Data Subject makes a request to Logi-Cal regarding his or her Personal Data, Logi-Cal shall promptly refer such request to the Controller in its role as responsible party.

8. Dissolution

Each party shall be entitled to dissolve the Data Processing Agreement and the initial agreement concluded between the Parties at any time, with immediate effect, without prior judicial authorisation or notice of default and without paying any compensation, in the following cases: (i) Where the other Party, despite written notice of default and observing a term of at least 7 calendar days, remains in default of the (timely and proper) performance of one or more obligations arising from the Data Processing Agreement; (ii) in the event of a cessation of payments or (the filing of) a petition in bankruptcy or any reorganisation under the Act of 31 January 2009 by the other Party; (iii) in the event of liquidation or cessation of the other Party’s activities; (iv) where all or part of the other Party’s assets are seized; or (v) where we have good reason to doubt that the other Party will comply with his/her obligations towards them.

9. Liability

9.1 Unless expressly agreed otherwise, all Logi-Cal’s obligations under this Data Processing Agreement are obligations of means. Without prejudice to mandatory legal provisions to the contrary, Logi-Cal shall only be liable for damages caused by the non-fulfilment of these obligations if and to the extent that such damages are caused by an intentional or grossly negligent breach of duty or fraud. Logi-Cal shall not be liable for any other errors.

9.2 In the event that Logi-Cal is held liable for any damages, this liability shall be limited to a maximum of the invoice value of the Processor’s order, or at least to that part of the order to which the liability relates. Logi-Cal is liable only for direct damages. Logi-Cal is shall not under any circumstances be liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings or damage to Third Parties.

9.3 In the event of force majeure, Logi-Cal’s obligations shall be suspended and Logi-Cal shall be legally discharged and not be obliged to fulfil any obligation towards the Controller. Force majeure on the part of the Controller is hereby expressly excluded.

10. Applicable law and jurisdiction

10.1 This Data Processing Agreement shall be exclusively governed by and construed in accordance with Belgian law. The Limburg courts have exclusive jurisdiction over any dispute concerning this Data Processing Agreement.

11. Final provisions

11.1 The Parties undertake not to disclose any details relating to this Data Processing Agreement, except in the event of (i) a legal or regulatory obligation, (ii) a judicial investigation, or (iii) legal proceedings. In such case, the other Party must be informed in advance of the timing and content of the communication.

11.2 No Party to this Data Processing Agreement shall be deemed to have waived any right or claim it has under or as a result of this Data Processing Agreement unless such waiver is in writing.

11.3 Where any term or provision of this Data Processing Agreement is unenforceable or conflicts with a provision in mandatory law, such unenforceability or invalidity shall not affect the validity and enforceability of any other provision of the Data Processing Agreement, nor that part of the provision in question which does not conflict with mandatory law. The unlawful, invalid or unenforceable provision shall automatically be deemed to have been replaced by a provision which is lawful, valid and enforceable and as similar as possible to the intention which formed the basis of the unlawful, invalid or unenforceable provision, and it will be applied in amended form.

11.4 The Controller may not transfer its rights or obligations under this Data Processing Agreement without the prior written consent of Logi-Cal.