TERMS-CONDITIONS

Terms and Conditions SQUAD (INTERSET BV)

1. SCOPE OF APPLICATION

1.1. These general terms and conditions govern the legal relationship between BV INTERSET on the one hand, with registered office at Bekaertstraat 2C, 8550 Zwevegem and with company number BE0436174257 (‘INTERSET’),

and on the other hand, the client or the customer of Interset (“Client”) and apply to each offer of INTERSET or any agreement between Interset and the Client that is directly or indirectly relate to the services that Interset provides for the Client, including, but not limited to, brand strategy services, brand definition services, brand design services (including web design and hosting), digital branding services, services in the context of brand content creation and delivery of external services (e.g. printing, copywriting, interior design) (“Services”).

2. QUOTATIONS

2.1. The provisions of the quotation together with the general terms and conditions constitute the agreement with the Client. The Agreement is only concluded after written confirmation of the quotation by the Client or by the commencement of the performance of Services by Interset if no written confirmation of the quotation exists.
2.2. Interset’s offers are indicative and non-binding for Interset. Approved offers can be adjusted during the Assignment without notice when, for example, the underlying costs increase or the content or description of the Assignment changes.

2.3. The Agreement supersedes all written or oral contracts, proposals and commitments relating to the same subject matter which would precede the date of this Agreement. Commercial documents and offers from Interset therefore do not create obligations on the part of Interset.

2.4. The Agreement also takes precedence over the general and other terms and conditions of the Client, even if these stipulate that they are the only ones to apply. Deviations from the Agreement are only possible after prior written permission from Interset.

2.5. Moreover, price quotations are always exclusive of additional work, i.e. all works not expressly mentioned in the quotation.

3. PERFORMANCE OF SERVICES

3.1. GENERAL

3.1.1. INTERSET acts to the best of its ability in providing and performing Services. All actions of Interset are considered obligations of means.

3.1.2. If terms are stated, these are only indicative and do not constitute an obligation of result on the part of Interset. Exceeding these terms by Interset cannot give rise to compensation, price reduction or termination of the Agreement.

3.1.3 Any cancellation of Services by the Client must be made in writing within 14 working days after the date of conclusion of the Agreement in accordance with Article 1 and must be accepted by Interset. In the event of Cancellation, the Client owes a fixed compensation of 20% of the value of the offer.

3.1.4. The Client undertakes to provide Interset with all necessary documentation and information, as well as to have obtained the necessary permissions, in order to allow Interset to perform its Services correctly and on time. As information provider, only the Client guarantees the correctness and

completeness of all instructions, information and notices. Interset is not liable for damage resulting from the use of incorrect, inaccurate or defective information provided by the Client for the performance of Services, or the lack of permissions.

3.1.5. Interset’s Services do not include conducting research into the existence of the protection by and/or the validity of intellectual property rights of the Client, including but not limited to trademark rights, design or design protection, patent rights, copyrights, related rights and Third party portrait rights, software protection, database rights, domain names or other intellectual property rights property rights.

3.1.6. Interset reserves the right to call on subcontractors, freelancers and/or external suppliers (for example a printer or (web)hosting provider, trademark registration, copywriting, ...) for the performance of (part of) certain Services. , without informing the Client thereof in advance.

3.1.7. Interset also reserves the right, in connection with service, improvement, maintenance and security of the Services and/or the systems of Interset, to restrict access to the (Services and/or (parts of) its system (temporarily or otherwise). to block or limit the use thereof, if this is necessary in the opinion of Interset, without notifying the Client in advance.

3.2 THE DESIGN

3.2.1 Interset is the designer of all graphic, editorial or other creations. Interset is the only one that can determine
what happens to the final product. These rights can sold like any economic good. If the Client never-
theless wishes all graphic, editorial or other creations, a financial compensation will be arranged for this. This fee depends on the design, purpose and how the files are deployed. This can be up to 300% of the original rate.

3.3 WEBDESIGN

3.3.1. The provisions of Article 3.3 apply when the Assignment consists of designing a website for the Client. In case of conflict with the rest of the general terms and conditions, specifically for web design, the provisions of article 3.3 take precedence.

3.3.2. Interset retains ownership of the website it has developed until Interset has received full payment from the Client. Nevertheless, all risks of loss, destruction or damage to the website will be fully borne by the Client from delivery.

3.3.3. The price is based on fixed amounts and a fixed hourly rate, multiplied by the number of hours actually worked. A quotation contains a non-exhaustive estimate, based on available information. A deviation between quotation and actual invoiced amount will never give rise to annulment of the Assignment or liability of Interset.

3.3.4. All costs incurred by Interset (including, for example, the purchase of licenses and use of software) are at the expense of the Client, unless agreed otherwise. At the end of the implementation or from the delivery of the website, the client is bound to test the website and check it for defects or non-conformity during a period of two weeks. If during this test period it appears that the website contains defects, the Client will notify Interset of this in writing no later than on the last day of the aforementioned test period.

3.3.5. The Client is solely liable for the specific use he makes of the website and/or the purposes for which he uses the website.

3.4. HOSTING

3.4.1. The provisions of article 3.4 apply when the Assignment consists of hosting one or more websites or social media pages (“Websites”) for the Client.

3.4.2. The web hosting service consists of making space available on a publicly accessible web server, the associated domain names, e-mail addresses and database systems.

3.4.3. The Client acknowledges and accepts that Interset uses an external service provider or subcontractor for the hosting services associated with the Website and has concluded an SLA (Service Level Agreement) with the latter, which includes the terms and conditions with regard to the hosting terms and conditions.

3.4.4. The hosting services are provided by Interset for the Client. The hosting services are billed via monthly and/or annual invoices.

3.4.5. With regard to the hosting services, Interset is not liable for loss or leakage of data or information sent or stored as a result of errors by the Client.

3.5. DOMAINNAMES

3.5.1. The Client acknowledges and accepts that Interset cooperates with recognized registrars for the registration and renewal of domain names. The registration and renewal of domain names is subject to the terms and conditions set out in the rules and terms and conditions of the various authorities that oversee and are responsible for applicable domain name systems.

3.5.2. Combell.com is responsible for registrations in the .be domain. The terms and conditions of Combell can be consulted on their website. The Client expressly declares to have taken note of these general terms and conditions and to accept their application.

3.5.3. Interset is not liable for the registration of domain names by third parties or the registration of domain names at the request of the Client that would constitute a final breach of the rights of third parties.

4. BILLING AND PAYMENT

4.1. The services are charged as stipulated in the Agreement and independently of the activities of third parties. Interset has the right to charge a commission on the costs and fees before or during the start of the Services.

4.2. An advance is equal to one second of the amount of each accepted order. All Interset invoices are payable on due date.

4.3. In the event of full or partial non-payment of the debt on the due date, the invoice amount will be increased by operation of law and without prior notice of default by (i) an interest of 1.5% per month of the invoice amount still due, and (ii) a fixed compensation equal to 12% of the invoice amount with a minimum of €100.00.

4.4. As long as the Customer fails to pay invoiced amounts, Interset may suspend the agreement and all rights therein granted to the Customer by simple notice until full payment has been received. Interset can never be held liable for the possible consequences of such

suspensions.

4.5. In the absence of payment on the due date of one or more invoices, all outstanding but not yet due and payable invoices shall become due and payable by operation of law and without prior notice of default against the Client. The Client is not entitled to offset Interset’s invoices against its own invoices.

4.6. Interset may issue interim invoices for each Assignment for the work performed up to that point.

4.7. If Interset has to make additional efforts due to late or non-delivery of complete, correct and clear data or materials, or if the Client changes the Assignment, Interset is always entitled to charge the additional costs caused by this.
5. CONTRACTUAL BREACH

5.1. If at the request of the Client the assignment is canceled or the execution is suspended, the invoice will be for the work at the stage of execution in which it is, plus compensation for loss of profit.

5.2. If the Client does not fulfill one or more of its contractual obligations, including its payment obligations, Interset will give the Client notice of default by registered letter. If the Client does not comply with the registered letter in which its shortcomings are signaled within ten calendar days of the date of the aforementioned notice of default, Interset has the right to (i) suspend any further performance under the Agreement until the Client has fulfilled its contractual obligations. ; or (ii) terminate the Agreement by operation of law without judicial intervention and with immediate effect at the expense of the Client. In that case, Interset is entitled to compensation at the expense of the customer, estimated at a fixed rate of 30% of the agreed total price of the agreed but not performed Services.

5.3. If the Client remains in default to pay one or more outstanding invoices to Interset or to fulfill its other obligations, Interset has the right to suspend the performance of its agreements with the Client until all
outstanding invoices have been settled in full, including the added compensation, interest on arrears and reminder costs. The Agreement, in accordance with Article 10, can be terminated, regardless of whether or not the outstanding invoice relates to that Agreement for which the Services are performed. In such a case, Interset is in no way liable for any damage that the Client or its customers may suffer as a result of the
aforementioned suspension or termination. In the event of termination of the Agreement, Interset is entitled to compensation from the Client, estimated at a fixed rate of 20% of the agreed total price of the agreed but not yet performed Services.

6. COMPLAINTS AND LIABILITY

6.1. Under penalty of forfeiture of rights, any complaint or protest regarding the Services or Protest of invoices must be reported within eight calendar days after receipt of the invoice by registered letter or in writing to Interset, via the e-mail address info@squad.be (in In the event of a protest against invoices, the Client must also state the reason(s) for the protest). If no complaint is received within this period of eight days, this will mean that the client has accepted the delivered goods in full and in its entirety and Interset cannot be held liable for any damage.

6.2. Interset cannot be held liable for any error (even a gross error) on the part of it or its employees, except in the case of fraud. Whatever the cause, form or object of the claim invoking liability, Interset shall under no circumstances be held liable for any consequential damage such as loss of profit, increased operational costs, loss of customers, which the customer or third parties could suffer as a result of any error or negligence on the part of Interset or any appointee.

6.3. Interset cannot be held liable for damage that may result from errors or shortcomings of Interset’s appointees or subcontractors, freelancers or third-party suppliers that it calls upon for the performance of (part of) the Services or that may result from from errors, malfunctions or defects in the systems of its employees, subcontractors, freelancers or external suppliers. Nor can Interset be held liable for claims brought by third parties against the Client as a result of a trademark strategy, which they have carried out by an authorized representative.

6.4.Interset cannot be held liable if the Client supplies illustrations, images or texts that are protected by copyright. If Interset is held liable by a third party, the Client will be obliged to indemnify Interset and be responsible for all legal costs that Interset must incur to defend itself against the allegations of third parties.

6.5. Interset is not liable for any damage, of any nature whatsoever, both direct and indirect and/or consequential damage that may result from (i) any malfunctions, errors, interruptions, viruses or defects in the or temporarily incorrect or not fully available or functioning of the systems of the Client, (ii) the data or informa
tion that is stored or exchanged via the Services, without prejudice to the applicable privacy regulations and the agreement concluded between the parties, and (iii) interruptions in services due to unforeseen events, server or internet malfunctions or force majeure. Case quo becomes the executive suspended by operation of law for the duration of the interruption, increased by the time required to restart the performance of the Services, without Interset owing compensation to the Client.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Intellectual Property Rights means: all intellectual property creations or works (including, but not limited to drawings, logos, branding, models, marketing material, websites, software, applications, text(s), videos, photos or other content or information) that Interset has developed in the context of the implementation of the Agreement.

7.2. The Client will at all times respect Interset’s Intellectual Property Rights and make reasonable efforts to protect those rights. The Client will inform Interset immediately inform him of any infringement by third parties of Interset’s Intellectual Property Rights of which he becomes aware.

7.3. All graphic, editorial or other creations carried out for the Client will be reserved exclusively for the latter. Reproduction rights to creations and intellectual property are not transferred to the client, except for emblems or logos that serve to permanently characterize the client’s product, activity or work. However, the relinquishment of reproduction rights may be regulated by a financial agreement.

7.4. The material supplied to Interset must be the legal property of the Client if copyrights rest on the
material supplied.

8. PROCESSING OF PERSONAL DATA

8.1. The applicable privacy regulations apply to the processing of personal data by Interset in the context of the Agreement and/or the services. The Client is the controller and therefore the one who determines the purpose of and the means for the operation of personal data. Interset is only a Processor within the meaning of the aforementioned privacy regulations and processes the personal data solely for the benefit of or on behalf of the Client.

8.2. The Client and Interset declare to comply with the privacy regulations. The Client will indemnify Interset in full and in principal, interest and costs against all claims or claims of third parties in this regard.

8.3. Interset uses the personal data of the Client to implement the agreement concluded between it and the Client. This personal data is used, among other things, for invoicing, purchased services and others.

9. MARKETING

9.1. The client acknowledges and accepts that Interset may state and use the name, brand/sign/logo and/or marketing material of the Client, as well as the services Interset has provided for the Client, for customer management, research purposes, user profiling and its own marketing purposes.
10. TERMINATION OF THE AGREEMENT

10.1. The Agreement can always be terminated by Interset without prior judicial intervention and with immediate effect: by (i) the joint agreement of both parties and (ii) in the event of serious default on the part of the Client.

11.     AUTHORITY

11.1.    The Agreement shall be construed in accordance with and governed by Belgian law. All disputes arising from or related to this agreement fall under the exclusive jurisdiction of the courts of the judicial district of Kortrijk, Kortrijk division, Belgium.

 

Processing Agreement SQUAD (INTERSET BV)

 

This addendum forms part of the General Terms and Conditions between Interset bv (‘Processor’) and the Client (Hereinafter ‘Controller’) in the context of the Services as defined in Article 1 of the General Terms and Conditions. By agreeing to the General Terms and Conditions, of which this addendum forms a part, the Client also agrees to the following provisions in connection with the processing of personal data by Interset. Together, Controller and Processor are referred to as the “Parties”.

1. DEFINITIONS

1.1. In this Processing Agreement, the following words or expressions, when written with a capital letter, shall have the following meaning: “Data Subject(s)”: the identifiable natural person whose Personal Data are processed, being involved customers or potential customers of the Processing Officer. persons and/or
visitors to (the) website(s). “GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (i.e. the General Data Protection Regulation ); “Processorsagreement”: current processing
agreement, together with the appendices attached thereto;

1.2. Further, as used in this Agreement, the words or phrases shall mean “personal data”, “processing”, “restriction of processing”, “profiling”, “controller”, “processor”, “consent”, “data breach”;” personal data breach” and “supervisory authority” have the meaning only as defined in Article 4 (GDPR).

2. SUBJECT OF THE PROCESSOR AGREEMENT

2.1. The controller determines the purpose and means of the collection of personal data. The processing of this data by Interset is only for the benefit of the Controller in the context of the services and acts as processor of the Controller.

3. DURATION OF THE PROCESSOR AGREEMENT

3.1. The Personal Data of the Data Subject(s) will only be processed for the full term of the Agreement or the term of the Services and a maximum of 5 years after termination of the Processor Agreement.

4. PERMITTED PROCESSING

4.1. The personal data of the Data Subject(s) are processed in the context of the main agreement, the Services and/or the Website(s).

4.2. The Processor processes the Personal Data on behalf of the Controller in the context of (i) the provision of services, (ii) the management (administration, orders, deliveries, invoicing, follow-up, marketing, advertising and other commercial transactions) of the customers of and by the Controller and (iii) statistical purposes and improvement/optimization of the Websites.

4.3. The Processor processes the following types of Personal Data: surname, first name, address, telephone number, e-mail address, bank details, device details, log file details such as the IP address, browser and operating system, the external website that referred the Data Subject(s) and the pages on the Website visited by the Data Subject.

5. PROCESSOR’S RIGHTS AND OBLIGATIONS

5.1. The Processor only processes the Personal Data that is strictly necessary for the performance of the Services and undertakes to process the Personal Data exclusively for the purposes described in this Processor Agreement. Unless the Processor is legally obliged to process the Personal Data, in which case the Controller will notify prior to the processing (unless such notification is prohibited by law).

5.2. The Processor processes the Personal Data exclusively on the basis of the documented instructions of the Controller and in accordance with the provisions of the Processor Agreement. If the Processor considers an instruction to be contrary to the Privacy Legislation, it will immediately inform the Controller of this.

5.3. The Processor shall take all appropriate technical and organizational security measures required in accordance with Article 32 GDPR.

5.4. However, the Processor will inform the Controller of any changes regarding the addition or replacement of such (sub)processors. The Controller can object to these changes no later than 1 month after the aforementioned notification, failing which it is deemed to agree. The Processor will impose the same data protection obligations as in this Agreement on such (sub)processors who perform specific processing activities on behalf of the Controller, in particular with regard to the obligation to provide adequate guarantees m.o.o. appropriate technical and organizational measures to ensure that the processing complies with the GDPR. The Processor remains fully responsible to the Controller for compliance by the (sub)processor with its obligations.

5.5. The Processor will make available to the Controller all information necessary to demonstrate compliance with the current Processor Agreement and facilitate and contribute to audits, including inspections, by the Controller or an auditor authorized by the Controller.

6. RIGHTS AND OBLIGATIONS OF THE CONTROLLER

6.1. The Controller makes the personal data, as set out in this Processor Agreement, available to the
Processor. The Controller explicitly gives the Processor permission to engage other (sub) processors (e.g. in subcontracting).

6.2. The Controller determines the purpose and means of the Processing. He guarantees that the Processing of the Personal Data, including the transfer of the Personal Data, is done in a legal manner and in accordance with the relevant Privacy Legislation.

6.3. All information and material made available by the Controller to the Processor and containing Personal Data will always be regarded as the property of the Controller.

 

7. PERSONAL DATA BREACH NOTICE

7.1. In the event of (mandatory) notification of Personal Data breaches by the Controller to the Data Protection Authority and by the Processor to the Controller, the Parties will follow the procedure and guidelines below.

7.2. A “personal data breach” is a breach of security that results in the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to data transmitted or stored relating to an identified or identifiable natural person (Art. 4, 12) GDPR).

Examples: hacking website(s) or platforms with (member) login, loss of storage equipment (laptop, USB stick) with personal data, sending e-mails to wrong e-mail addresses, theft of equipment (e.g. telephone) with personal data or other data breaches.

7.3. A personal data breach, if not addressed in a timely and appropriate manner, may result in physical, material or immaterial harm to the Data Subject(s), such as loss of control over their personal data or limitation of their rights, discrimination , identity theft or fraud, financial loss, unauthorized reversal of pseudonymization, reputational damage, loss of confidentiality of personal data protected by professional secrecy, or any other significant

economic or social disadvantage for the Data Subject(s).

7.4. If a personal data breach has occurred, the Processing Authority will notify

without undue delay and, if possible, no later than 72 hours after becoming aware of it, to the Supervisory Authority, unless the personal data breach is not likely to result in a risk to the rights and freedoms of natural persons. If the notification to the supervisory authority is not made within 72 hours, it shall be accompanied by a justification for the delay. The controller can use the (electronic) report form available on the website of the GBA for this.

7.5. The notification for Controller must contain at least the following information:

a) the nature of the personal data breach, where possible specifying the categories of data subjects and personal data registers concerned and, approximately, the number data subjects and personal
data registers concerned;

b) the name and contact details of the data protection officer or other point of contact where further information can be obtained;

c) the likely consequences of the personal data breach;

d) the measures proposed or taken by the Controller to address the personal data breach,
including, where appropriate, measures to mitigate any adverse consequences thereof.

7.6. If and to the extent that it is not possible to provide all information simultaneously, the information may be provided in stages without undue delay.

7.7. The Controller shall document all personal data breaches, with

including the facts surrounding the personal data breach, its consequences and the

corrective actions taken.

8. LIABILITY

8.1. The Controller is liable for damage caused by the processing of personal data in violation of the GDPR.

8.2. The Processor is only liable for the damage caused by the processing if the processing does not comply with the obligations of the GDPR specifically aimed at processors, or if it conflicts with the lawful instructions or instructions of the Controller under the Agreement. and/or Services has been acted upon.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. All intellectual property rights to the personal data and to the databases containing this personal data belong to the Controller. These intellectual property rights include copyright and database rights.

10. DURATION AND TERMINATION OF THE AGREEMENT

10.1. This Data Processing Agreement is valid for as long as the Main Agreement is in effect and is terminated

at the same time as the Agreement. The Processor Agreement cannot be separated from the Agreement
terminated, unless the Parties agree that termination is necessary to comply with Privacy Laws or decisions of the Supervisory Authority.

11. ALGEMENE BEPALINGEN

11.1. The Processing Agreement will not be transferred by one of the Parties to others without the prior written consent of the other Party.

11.2. In the event of a contradiction between the Agreement or the general terms and conditions on the one hand and this Processor Agreement on the other, the provisions of the Processor Agreement will always take precedence. to have. The provisions of the Agreement or the general terms and conditions that are not affected by this Processor Agreement remain unchanged and fully applicable.

11.3. The Agreement takes precedence over the general and other terms and conditions of the Controller, even if they stipulate that they are the only ones to apply.

11.4. The nullity or invalidity of a provision or part of a provision of this Processor Agreement has no consequences for the operation and validity of the other provisions and therefore does not lead to the nullity of the entire Processor Agreement. In that case, the parties will endeavor to replace or adjust the relevant provisions, insofar as necessary to make this provision valid and enforceable. In that case, the parties negotiate in good faith and will strive for an adjustment that does not affect the original purport of the provision as much as possible. If this remains impossible, only that provision will be considered non-existent.

11.5. With the exception of legal successors by universal title, none of the rights and/or obligations arising from this Processor Agreement can be transferred to another (legal) person without the written consent of all other Parties.

11.6. The Processor Agreement is subject to Belgian law. Only the Courts of Kortrijk (department(s) Kortrijk) are authorized to take cognizance of any dispute regarding the validity, interpretation or implementation of the Processor Agreement.