Service Terms and Conditions for TruliUs

 

Version: 2.0

These Service Terms and Conditions govern the provision and use of TruliUs. The Service (as defined below) is developed and operated by or on behalf of Isabel NV, a company registered in the commercial register of Brussels (Belgium) under No. 593597 RPR Brussel with VAT No. BE 0455.530.509 and currently having its registered office at Keizerinlaan 13-15, 1000 Brussels, Belgium (“Isabel”).

By accepting the present Service Terms and Conditions, you confirm that you have all mandates necessary to bind your company.

1. DEFINITIONS

In addition to terms elsewhere defined herein, the following terms shall have the following meaning for the purposes of these Service Terms and Conditions:

Agreement:

means the present Service Terms and Conditions, including any future modification thereof as notified by Isabel to the Company, taken together with, if any, such specific agreement on the subject of the Service as may be executed in writing by or on behalf of Isabel and the Company.

Company:

means the legal person or the self-employed natural person that uses the Service on request of the Partner, for the purposes described in the Documentation as defined below.

Company Representative(s):

means any person which has the legal power to represent the Company and enter into binding obligations on its behalf.

Documentation:

means such documentation as Isabel may make available to or accessible by the Company in connection with the Service, as updated from time to time by Isabel.

Effective Date:

means the moment an account has been created by or on behalf of the Company on the portal made available by Isabel for such purpose.

Material Default:

means, either: (i) a material breach of this Agreement that is not capable of remedy; (ii) a material breach of this Agreement that is capable of remedy but has not been remedied by the defaulting party within thirty (30) days following being served with a notice requesting it to do so; (iii) persistent or repeated breaches of one or more non-essential obligations under the Agreement; and (iv) any unauthorized access or attempt to access the Service or any component thereof.

Partner:

means the legal person which subscribes to the Service as a business partner and/or supplier of the Company.

Service:

means a digital identity for Companies. It allows business owners and co-workers to identify themselves and their Company on websites of the Partners. Business data can be managed and shared with full control. The Company can onboard, authenticate and share Company data with the Partner. For the Partners, it offers simplified Company onboarding and identification, access to business information along with login functionalities.

Service API:

means any such application programming interface as Isabel may make available to the Company as part of, or in connection with, the Service.

2. CAPACITY

2.1. Company Capacity

2.1.1. The Company acknowledges that Isabel intends making the Service only available (i) to corporate clients/legal entities/self-employed natural persons (ii) that make use of the Service for business/professional purposes. As a material term of the Agreement, the Company represents and warrants that it will register for and make use of the Service only for such purposes.

2.1.2. To the extent permitted by law, the Company will notify Isabel promptly upon any change in the professional or corporate status of the Company, including, without limitation, a change to their respective professional or corporate registration, or the Company Representative(s).

2.1.3. The Company and Isabel agree that, except to the extent provided otherwise in this Agreement, any statutory and regulatory provisions that may be lawfully excluded when the Company is not a consumer shall, in their entirety, not apply.

2.2. Independence of the parties

2.2.1. The parties are independent contractors. Therefore, the Agreement shall not create a franchise, agency, concession, commercial partnership agreement, joint venture, sales representative, or employment relationship between the parties.

2.2.2. Unless otherwise agreed in writing by the parties, neither party shall make any express or implied negotiations, agreements, warranties, guarantees, commitments or representations, or incur any debt, in the name and/or on behalf of the other party.

3. SERVICE

3.1. General

3.1.1. Isabel undertakes to take appropriate care in performing the Service. Isabel will take commercially reasonable steps to provide the Service in accordance with this Agreement. Service provisioning is contingent on the Company performing its obligations. Except to the extent explicitly stated otherwise in this Agreement, the Service is provided on an “as is”, “as available” basis exclusively.

3.1.2. The Service is cloud based and access to and use of the Service is dependent on, amongst others, third party information and telecommunication infrastructure over which Isabel has no control. Accordingly, Isabel cannot, and does not, guarantee that the Service will be available at all times.

3.1.3. Isabel may from time to time request the Company to provide, and the Company will promptly provide, such credentials and authentication means as Isabel may reasonably require for the purposes of providing the Service.

3.1.4. The Company acknowledges and accepts that the use of the Service depends on the proper completion of the onboarding process with regard to Company’s information requested by Isabel as part of the onboarding process, among others the names and mandates of the Company Representative(s).

3.1.5. The Company acknowledges and accepts that Isabel shall have the right to refrain from providing the Service, in whole or part, in case providing the Service to the Company would result in a violation of applicable laws or regulations or otherwise be prohibited.

3.1.6. To increase legal certainty of the transactions carried out through the Service, the Company waives the right to invoke the nullity and/or non-enforceability of the mandates, powers of attorney and/or any other type of delegation of power confirmed and/or attributed through the Service.

3.2. Means of Access

3.2.1. Isabel may provide the Company (or one or more Company Representative(s)) with credentials to access and use the Service (such as, for example, mobile authentication) as selected by the Company during the registration process pursuant to Isabel’s then current access procedures (“Means of Access”).

3.2.2. The Company will and will cause each of its relevant Company Representative(s) and staff members (including contractors) to strictly comply with Isabel’s access procedures for the Service as specified during the onboarding process or otherwise made available to the Company by Isabel. The Means of Access are strictly personal. The Company is responsible for the safeguarding, confidentiality, security and appropriate use of the Means of Access by the Company and its Company Representative(s) and staff members and undertakes to take all steps to prevent any unauthorized use thereof.

3.2.3. The Company must immediately notify Isabel, and any other party specified by Isabel for such purpose on the Service portal (through Isabel Customer Care) if the security or integrity of any of the Means of Access is compromised or threatens to be compromised. To the extent permitted by law, the Company assumes sole and unconditional responsibility and liability for any use of the Service, as well as for any detrimental consequences that may arise directly or indirectly therefrom, until the time that such notification is properly received by Isabel.

3.3. Changes

3.3.1. As the Service, Isabel’s business operations, and technology in general, are inherently evolutive, Isabel reserves the right to modify this Agreement (including the contractual stipulations, etc.) and the Service from time to time.

3.3.2. In the event of modifications that can be considered as having a material adverse effect on the functionality of the Service subscribed to by the Company, Isabel will inform the Company two (2) months in advance of such change by any means deemed appropriate.

3.3.3. Modifications other than those contemplated under the previous sub-section may be made by Isabel without specific notification and are effective upon Isabel making a new or updated version of the Agreement or the Service (as applicable) accessible on or via the www.trulius.be or any other way as made available by Isabel (mobile app…).

3.3.4. It is the Company’s responsibility to stay current with any information and materials Isabel posts on, or makes available through www.trulius.be. The Company’s continued use of a Service after a modification has come into effect shall in any event constitute the Company’s acceptance of the same.

4. SPECIFIC COMPANY OBLIGATIONS

4.1. Requirements regarding Company Representative(s)

4.1.1. The Company is responsible for the information provided through the Service, among others regarding Company Representative(s), and certifies that such information is complete, accurate, reliable, suitable and up to date at all time. The Company shall be liable towards the Partners and other third parties of the information it provides through the Service, among others regarding Company Representative(s), and exonerates Isabel from any liability on the completeness, accuracy, reliability, suitability or availability of such information vis-à-vis the Partners and other third parties.

4.2. Requirements regarding IT environment

4.2.1. The Company is responsible for the choice, purchase, installation and operation of any hardware, software and/or telecommunication services required for the Company’s access to and use of the Service.

4.2.2. The Company must comply with Isabel’s technical and security requirements concerning the software, hardware and telecommunication facilities used by the Company for accessing and using the Service. Isabel reserves the right to modify these requirements from time to time. Except where there are exceptional or highly urgent circumstances (such as serious threat of security/integrity breach), Isabel undertakes to allow the Company a reasonable term for carrying out any adjustments required.

4.3. Use of the Service

4.3.1. The Company will use the Service in accordance with the Documentation and instructions provided by Isabel in a timely manner and will in any case refrain from any action and use which would violate any laws or regulations applicable to this Agreement or any rights of any third party.

4.3.2. The Company warrants that it will not:

i) (attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service, any Service API and/or the Documentation (as applicable) in any form or media or by any means;

(ii) use the Service on behalf of any third party or make it available to any third party;

(iii) (attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or any Service API, except to the extent permitted by law;

(iv) (attempt to) access or use all or any part of the Service, any Service API and the Documentation for any purpose other than as expressly permitted herein, including, without limitation, to build a product or service that competes with the Service; and/or

(v) transmit any worms, spyware, malware or any other similar malicious code or programs that may damage and/or interfere with the normal use and operation of the Service, any Service API or Isabel’s information and communication technology infrastructure;

(vi) allow or permit a third party to do any of the above.

4.4. Security

4.4.1. The Company is exclusively responsible for ensuring the security and integrity of the hardware and software used in connection with the Service. Isabel shall have no responsibility or liability in respect of any security or integrity breach of the Company’s hardware and/or software and/or for any consequences thereof (e.g. inadequate or unauthorized use of the Service).

5. SERVICE CHARGES AND PAYMENT

5.1. Service Charges and Rates
Except if otherwise agreed, the Service is provided to the Company free of charges.

6. TERM – TERMINATION – SUSPENSION

6.1. Term

6.1.1. Both the Agreement term and the Service term commence on the Effective Date.

6.1.2. The Agreement and the Service shall continue until terminated.

6.2. Termination

6.2.1. Upon termination of the Agreement, the Service will terminate.

6.2.2. The Company has the right to terminate the Agreement upon at least one (1) month’s written notice to Isabel. Isabel has the right to terminate the Agreement upon at least three (3) months’ written notice to the Company.

6.2.3. Either party may, without prejudice to its right to full compensation, terminate the Agreement without any notice of default and without any prior intervention of a court, with immediate effect, in the event of Material Default by the other party.

6.2.4. Any of the following will always be deemed a material breach that is not capable of remedy: (i) the Company’s non-compliance with Isabel’s security procedures with regard to the access to and use of the Service; (ii) the Company not or no longer being properly registered and authorized to conduct business under applicable law; (iii) the Company breaching its confidentiality obligations; and (iv) the Company infringing upon Isabel’s intellectual property rights or violating any such licenses as the Company may have been granted in respect of Isabel’s intellectual property.

6.2.5. The Agreement may be terminated by either party immediately upon written notice to the other party and without any prior intervention of a court, in the event of a cessation of business activities, bankruptcy or liquidation by that other party. In such event, all amounts paid by that other party will not be subject to recovery.

6.2.6. Upon termination of the Agreement and the Service for whatever reason: (i) any rights and licenses granted to the Company under this Agreement will immediately terminate; (ii) the Company will immediately uninstall the software used in connection with the Service; (iii) return or permanently destroy all Documentation and all other Confidential Information related to the Service that it may have received from Isabel (including any copies thereof) provided that the Company may retain and keep records of any information and materials that the Company received from or about Isabel in connection with this Agreement and the Service in accordance with its legal obligations; (iv) Isabel may revoke any access to the Service of the Company and of any Company Representative(s); and (v) Isabel will immediately return to the Company or permanently destroy all Confidential Information of the Company that it may have received from the Company in connection with this Agreement (including any copies thereof) provided that Isabel may retain and keep records of, any information and materials that Isabel received from or about the Company in connection with the Service, in accordance with its legal obligations as provided for in the Privacy notice of the Service available on www.trulius.be.

6.3. Suspension

6.3.1. In each instance where Isabel has the right to terminate the Agreement for Material Default, it may equally suspend its provision of, or the Company’s access to, the Service in whole or in part.

6.3.2. In the event the Company fails to comply with any obligation under the Agreement and does not remedy the same within fifteen (15) days following being served with a notice requesting it to do so, Isabel may immediately suspend, in whole or in part, its provision of, or the Company’s access to the Service.

6.3.3. In the event Isabel has suspended the Service on the account of the Company’s defaulting, the Company may request Isabel to lift the suspension upon providing a certification that the Company is no longer in default of its obligations. Isabel resuming the Service (or suspended parts thereof) will, however, in no event be deemed an acknowledgement that the Company is no longer in default or constitute a waiver of any rights Isabel may have in respect of such Company default.

6.3.4. In addition, Isabel may immediately suspend, in whole or in part, its provision of, or the Company’s access to the Service if circumstances so warrant. Such circumstances may include, but are not limited to, Service maintenance or threats to the security or integrity of the Service, or the Company’s Means of Access, or Isabel’s related infrastructure. Isabel will use reasonable efforts to inform the Company in advance of such suspension, as well as of the estimated duration thereof.

6.3.5. Isabel will have no liability whatsoever on the account of suspending the Service as permitted pursuant to the Agreement or applicable law.

7. LIMITATION OF LIABILITY

7.1. Isabel is only liable for willful misconduct and/or gross negligence in performing its obligations under the Agreement.

7.2. Isabel’s liability in relation to this Agreement shall under no circumstances lead to any compensation for indirect damage of a financial, commercial nature or any other kind, such as time loss, loss of or damage to clientele, loss of data, loss of earnings, loss of profits, increase in general overheads, disruption of business, claims from third parties, reputation or expected savings.

7.3. Isabel is furthermore not liable for any consequences resulting from: (i) non-compliance by the Company (or any of its Company Representative(s) or agents or staff members) with the security precautions, guidelines and/or instructions provided by Isabel; (ii) the quality of service of any connection required for the Service to operate; (iii) the use of any third party software or hardware; (iv) any worms, spyware, malware or any other malicious code or programs present on the Company’s infrastructure or within the Company’s applications; and (iv) the violation of any applicable laws and regulations.

7.4. In the event Isabel is held and found liable under this Agreement, its liability will be restricted – except in case of willful misconduct – to the remedying of the proven direct damages, and such liability shall under no circumstances exceed two thousand euros (2.000 EUR).

7.5. The limitations to Isabel’s liability under this Agreement are intended to apply and be enforceable to the maximum extent permitted by law.

8. DATA PROTECTION

8.1. With regard to the personal data submitted to Isabel via the Service or otherwise and which are recorded in databases and processed, both Isabel and the Company undertake to comply with the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and the relevant Belgian legislation on data protection.

8.2. To the extent Isabel determines the purposes and means of the processing of personal data, it will act as a controller (as such term is defined under GDPR). Isabel’s Privacy notice relevant to the Service applies to Isabel’s processing of personal data within the context of this Agreement and the Service where Isabel is controller. Isabel reserves the right to modify its Privacy notice from time to time. The Company can consult Isabel’s Privacy notice relevant to the Service via www.trulius.be or obtain it from Isabel upon simple request.

8.3. To the extent Isabel processes personal data about a user of the Service on behalf of the Company in its execution of the Agreement, Isabel will act as a processor (as such term is defined under GDPR) and the Company will act as a controller (as such term is defined under GDPR).

The processing activities carried out by Isabel as processor of the Company are described in the Appendix. This Appendix will constitute the instruction for processing provided by the Company.

8.3.1. Isabel shall take appropriate technical and organizational measures as referred to in article 32 GDPR to ensure a level of security appropriate to the risk. Isabel will ensure that persons processing the personal data are committed to confidentiality by contract or are under an appropriate statutory obligation of confidentiality. Isabel shall, where acting as a processor and to the extent required by GDPR and taking into account the nature of the processing and the information available, assist the Company in: (i) meeting the obligations resulting from articles 28.3 (h) and 32 to 36 GDPR; and (ii) responding to a data subject seeking to exercise its rights under GDPR. The Company will reimburse Isabel for services rendered in the context of providing such assistance according to Isabel’s then current rates or such rates as may be agreed upon pursuant to such additional agreement as may be concluded by Isabel and the Company for such services.

8.3.2. The Company authorizes and permits Isabel to engage other processors, as described in the Appendix, to process personal data on Isabel’s behalf, including, as applicable and without limitation, Isabel’s licensors and underlying service providers. Isabel shall inform the Company of any intended changes concerning the addition or replacement of sub-processors and the Company may object to such changes on the basis of a well-founded justification notified in writing to Isabel within fifteen (15) days from Isabel informing the Company of the intended changes.

8.3.3. The Company shall, when acting in the capacity of a controller and as required, provide sufficient notice to, and obtain sufficient consent and authorization from all relevant data subjects to permit the processing of their personal data by Isabel and any relevant sub-processor of Isabel for such purposes as contemplated under this Agreement and any other purpose as permitted pursuant to GDPR and applicable law.

8.3.4. The Company shall defend Isabel and each of its sub-processors against any claim from a data subject whose personal data is processed within the framework of the Agreement and arising from the non-compliance by the Company with its obligations under or flowing from the Agreement, GDPR or applicable law.

8.3.5. Isabel, where acting in the capacity of a processor, will process the personal data only on the documented instructions from the Company or as otherwise required by applicable law. The Company warrants that any instructions it may give to Isabel will be lawful. Isabel will not assume, and no sub-processor of Isabel will assume, any obligations with respect to Company’s and/or users’ data or use of the Service other than as required by this Agreement and applicable law.

8.3.6. In respect of any personal data submitted by, or on behalf of, the Company in connection with this Agreement, Isabel and each of Isabel’s relevant sub-processors may retain such data for the term of the Agreement and three (3) months thereafter. However, Isabel and each of Isabel’s relevant sub-processors may in any event retain such data for such period as may be permitted or required under GDPR or applicable law. Isabel (and each of Isabel’s relevant sub-processors) may thereafter erase that personal data.

8.3.7. Data subjects not wishing to receive messages from Isabel in the context of direct marketing campaigns for or on behalf of Isabel, may, at any time, ask Isabel to be included free of charge on the list created for that purpose, by sending an e-mail to privacy@isabel.eu or by sending a dated and signed request to Isabel’s registered office for the attention of the Isabel Data Protection Officer.

8.3.8. Isabel shall have the right to anonymize any personal data that may be submitted to Isabel in connection with the Agreement, i.e. put such data in a form, through aggregation or otherwise, so that it no longer constitutes personal data as defined in, and protected pursuant to, GDPR. In respect of any such data that Isabel anonymizes, Isabel (and each of Isabel’s affiliates) shall have a royalty-free, worldwide, perpetual, irrevocable, sub-licensable, and transferable license and right to use, copy, transmit, process, display, publish, market and/or create derivative works of in any manner and for any purpose whatsoever (including, without limitation, to develop and expand their respective products, services and knowledge).

9. CONFIDENTIALITY

9.1. The party that receives or becomes aware of information (the “Recipient Party”) from or about the other party (the “Disclosing Party”) that is non-public or can otherwise be reasonably understood to be of a confidential nature (“Confidential Information”) undertakes:

(i) to treat such Confidential Information as confidential and to use it only for the purposes of the Agreement;

(ii) not to communicate or disclose any part of such Confidential Information to any person without the Disclosing Party’s prior written consent, except:

(a) to its representatives and agents, and only on a need-to-know basis;

(b) to public authorities having a legal right or duty to have access to the Confidential Information; and/or (c) in court or arbitration procedures.

9.2. The Receiving Party will ensure that its representatives and agents to whom Confidential Information is disclosed shall undertake similar confidentially obligations in writing. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own information of a similar nature but with no less than a reasonable degree of care.
9.3. The Receiving Party’s obligations of confidentiality shall remain in force for a period of three (3) years after the termination of the Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All documents, information, data and supports provided to the Company and/or created by Isabel shall remain Isabel’s property and shall be returned or disposed of (at Isabel’s choice) within thirty (30) days following the end of the Agreement.

10.2. Ownership and License

10.2.1. Isabel is and remains the owner or beneficiary of the intellectual and industrial property rights and know-how associated with the Service (including any Service API), and it also remains at liberty to use them for any other purpose. No rights are granted to the Company and its Company Representative(s) and agents other than those expressly stated in the Agreement.

10.2.2. If the software of the Service contains components, the rights of which belong to third parties, these third parties may require the Company to sign a separate license contract. If this is the case, the Company undertakes to sign the contract submitted to it.

10.2.3. The Company must take all necessary measures to protect Isabel’s intellectual and industrial property rights. The Company must ensure that all property notices mentioned to the various parts of the Service are not modified. The Company undertakes to implement all necessary measures to ensure that the Company Representative(s), and other persons who may have access to the Service, maintain the confidential nature thereof. The structure, organization and any software code are valuable trade secrets of Isabel and constitute confidential information that belongs to Isabel.

10.2.4. Isabel reserves the sole right to correct any errors in the software or Documentation.

10.2.5. The Company is and remains the owner or beneficiary of the intellectual and industrial property rights associated with any information, materials, products or services that the Company may have developed independent from Isabel’s intellectual and industrial property rights (“Company IPR”). Isabel, its representatives and agents, shall have the right to use Company IPR solely to the extent reasonably required to perform its obligations pursuant to this Agreement and to provide the Service to the Company.

10.3. Indemnity for Infringement

In the event of a claim from a third party in connection with an infringement by Isabel of the intellectual rights of third parties, the Company undertakes to inform Isabel immediately of such a complaint, as well as to provide all information and support, and to grant Isabel the exclusive right to conduct any legal proceedings and negotiations. If any part of the Service may have infringed the intellectual rights of a third party, Isabel will make the choice of whether (i) to adapt the infringing Service in such a way that there is no more question of an infringement, or (ii) to obtain the right on behalf of the Company to continue using the Service, or, in case neither of those options can be achieved, (iii) to terminate the right of use for the concerned Service part.

11. COMPANY INDEMNITY

The Company will defend, indemnify and hold harmless Isabel and/or any of its affiliate and their respective officers, directors, staff members, agents, licensors and suppliers from and against any direct and indirect loss, damage, cost and expense, claim, proceeding or liability whatever, which it may suffer or incur as a result of any breach by or contributed to by the Company of its respective responsibilities and obligations arising under this Agreement, among which the provision of correct and up to date names of the Company Representative(s) or pursuant to applicable law.

12. FORCE MAJEURE

Neither the Company nor Isabel shall be liable for any failure to comply, in whole or in part, with any of their respective obligations under this Agreement resulting from a Force Majeure. Force Majeure as used herein means any event or occurrence beyond that party’s reasonable control, and includes, without limitation, war, insurrection, terrorism, attacks, strikes, social conflicts, accidents, fire, floods, epidemic, pandemic and telecommunication breakdowns. If the Company is or becomes insolvent, this will never be deemed to arise from Force Majeure. If, due to Force Majeure, Isabel is prevented from providing the Service in all its material aspects for a period of more than thirty (30) consecutive days, either party may terminate the Agreement upon fifteen (15) days’ notice to the other party.

13. ASSIGNMENT

Neither the Company or Isabel may assign to a third party any of its rights and obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Isabel, however, may assign or transfer the Agreement to an affiliate or related company or in connection with the sale or transfer of its business or part of its business to a third party, provided such transfer or assignment does not adversely affect the Company’s rights.

14. SURVIVAL, APPLICATION AND INVALIDITY

Those conditions of the Agreement whose intention and scope are designed to remain in existence, will also survive the termination, expiry, fulfilment or cancellation of the Agreement. If any article herein conflicts with a statutory or regulatory stipulation for the protection of a particular category of person, that article must be deemed inapplicable to those persons. If a provision of this Agreement is finally determined to be, or becomes, invalid, illegal or unenforceable, then such provision shall, if possible, and insofar as such article is invalid, illegal or unenforceable, be replaced by a valid, legal and enforceable article reflecting as close as possible the initial intentions. If the invalid, illegal or unenforceable provision cannot be validly replaced, then no effect shall be given to said article and it shall be deemed not to be included in the Agreement, such without affecting or invalidating the remaining provisions of the Agreement.

15. NOTICES

15.1. To the Company

Isabel may validly serve notice to the Company in connection with this Agreement by: (i) electronic messaging to one or more Company Representative(s) registered with Isabel in connection with the Service (such as by email to the email address specified by a Company Representative when registering); or (ii) notifications or posts on or under www.trulius.be. The Company is responsible to ensure that its Company Representative(s) and agents maintain functional email addresses and to monitor any such online notifications and posts by Isabel. All notices issued by Isabel will be deemed duly received upon issuing, unless proven otherwise by the Company.

15.2. To Isabel

The Company may validly serve notice to Isabel in connection with this Agreement by: (i) serving a registered letter to Isabel at its registered address for the attention of the Head of Legal, Regulatory and Compliance; or (ii) electronic messaging to Isabel to the email address specified by Isabel for such purpose to the Company in the Documentation; or (iii) to such address and via such means as Isabel may explicitly and specifically advise the Company of in writing. Isabel is responsible to ensure that its representatives and agents maintain functional email addresses and to monitor notifications served by the Company to Isabel.

Notwithstanding the above, a termination notice from the Company must in any case, in order to be valid, be served to Isabel by registered letter signed by all the legal representatives of the Company.

16. ENTIRE AGREEMENT – APPLICABLE LEGISLATION -COMPETENT COURTS

The Agreement contains the entire agreement between the parties relating to the subject matter contemplated by this Agreement and replaces and supersedes all prior and contemporaneous representations and agreements regarding this subject matter. Any terms and conditions that the Company may customarily apply or otherwise put forward or include in any communication or documentation issued to Isabel shall be deemed void and non-existent, except to the extent the same have been explicitly and specifically consented to by Isabel in writing with a reference to the Agreement. For the application, interpretation and implementation of the Agreement, Belgian law alone shall apply, without reference to any conflict-of-law principles of Belgian law. The parties will use good faith efforts to negotiate and settle any dispute that may arise out of or relate to this Agreement, or any breach thereof. Failing agreement, the courts in Brussels, Belgium, shall have sole jurisdiction for all disputes that may arise from this Agreement.

APPENDIX: PROCESSING ACTIVITIES CARRIED OUT BY ISABEL AS PROCESSOR OF THE COMPANY

Purpose: Create and update user profile
Allow users and administrators of the Service (as defined in the Documentation) to create and update a user profile within TruliUs.

Categories of data processed:
Name, language, email, address, phone number, place of birth, date of birth, gender, nationality, eID picture, TruliUs picture
National Registry Number (or “NRN”)

Please note that the NRN is processed in strict compliance with the applicable laws and regulations.

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None

Purpose: Share user profile
Allow users to share their user profile with the Partners they wish to, based on a list of Partners selected by the Company.

Categories of data processed:
Name, locale, email, address, phone number, place of birth, date of birth, gender, nationality, eID picture, TruliUs picture, NRN

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None

Purpose: Create and update Company user profile (including mandate management)

Allow authorised users and administrators to create and update Company user profiles, and to assign mandates to these profiles.

Categories of data processed:
User platform role, user pending legal mandates, external permissions, Company user contact details

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None

Purpose: Share Company user profile
Allow users to share their Company user profile with the Partners they wish to, based on a list of Partners selected by the Company.

Categories of data processed:
User platform role, user pending legal mandates, external permissions, Company user contact details

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None

Purpose: Create and update Company profile (including data from the CBE[1])
Allow administrators to create and update a Company profile.

Categories of data processed:
Company number, platform signing policy, company logo/website/contact details/address/CBE data
List of users related to a Company, along with role and mandates

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None

Purpose: Share Company profile
Allow administrators to share Company profiles with selected Partners.

Categories of data processed:
Company number, platform signing policy, Company logo/website/contact details/address/CBE data
List of users related to a Company, along with role and mandates

Categories of data subjects:
Company’s staff members

Sub-processors involved:
None


[1] Crossroads Bank for Enterprises.