General terms and conditions
Welcome to Proxyclick Visitor Management and Service Desk
“Visitor Management” is a web-based software program that allows companies to manage the welcoming of their visitors in an efficient manner. “Visitor Management” does everything that you would expect from a visitor management solution, including: maintaining a list of visitors for security purposes, printing badges, generating reports, and allowing for preregistration or self-registration. We welcome you to experience our simple yet powerful web-based visitor management solution; the main features can be found here.
“Service Desk” is a web-based software program that allows companies to manage all types of requests coming from employees by assigning them to internal support team members and/or third party suppliers. All parties collaborate on the same platform. You will have visibility on all activities.
Please read fully and carefully the present terms and conditions as well as our privacy statement before using any of these web-based applications. They set forth the legally binding terms that govern the access to and use of “Visitor Management” and/or “Service Desk”. If, at any time, you have questions or concerns about these terms, please contact us at firstname.lastname@example.org.
In these Terms and Conditions, the following terms shall have the following meanings:
- “Proxyclick”: Proxyclick SA/NV, a company founded in 2004, organized under the laws of Belgium, having its registered office at Rue Saint-Hubert 17, B‐1150 Brussels, Belgium, and listed in the Central Databank for Enterprises under number 0863.261.693 (hereinafter also referred to as “we”, “us” or “our”).
- “Client”: any legal entity that purchases a Service from Proxyclick (hereinafter also referred to as “you” or “your”).
- “User”: any natural person granted with the authorisation to use a Service on behalf of the Client.
- “Administrator User”: any person appointed to manage the company account. Every Client has one or multiple administrators, which have specific administrator functionalities at their disposal. They can create Users, define their rights and modify settings.
- “Service”: any of the web applications, such as Visitor Management and Service Desk, provided by Proxyclick in the form of Software-as-a-Service (SaaS), and the underlying servers and software used to provide such application. These applications are available online through our website at app.proxyclick.com (“Site”). A description of the Services can be found at www.proxyclick.com.
- “Agreement”: the entire contractual agreement entered into between the Client and Proxyclick for the provision of a Service, and any variations thereof or amendments thereto. The Agreement includes these Terms and Conditions.
2. Binding agreement
2.1 Acceptance of terms
Proxyclick provides its Service subject to your acceptance of the Agreement. We advise and expect you to take careful notice of all the legal documents it includes, and all additional information that may accompany.
By registering for and/or using a Service in any manner, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you sign this Agreement on behalf of a company or legal entity, you also warrant that you have the authority to bind the company or other legal entity you represent to this Agreement. If you do not have such authority, or do not agree to all of the terms of this Agreement, you must not accept it and may not use the Service.
If you register for a free trial of our Service, this Agreement will also govern that free trial.
2.2 Modifications of terms
Proxyclick reserves the right to unilaterally revise or update the Agreement from time to time, at its sole discretion. Any revision will take effect upon posting of the updated terms on the Site.
You understand and agree that your continued use of a Service following the posting of any changes to the Agreement constitutes acceptance of those changes. It is your responsibility to check the Agreement regularly for changes. We will inform you of any modifications of terms by using website notice, email or any other form of communication. Changes will not apply retroactively and will apply fourteen (14) work days after they have been published.
If you don’t agree to the changes, you can stop using the Service and cancel your account within thirty (30) days without penalties, in which case you will be entitled to a refund of a proportion of the monthly or annual fee. There is no possibility to continue to use a Service under the old conditions.
2.3 Entire agreement
This Agreement constitutes the entire agreement between you and Proxyclick relating to your use of Services, superseding any prior oral or written agreements between you and Proxyclick regarding the subject matter herein.
If any provision of this Agreement is held to be unlawful, invalid or otherwise unenforceable for any reason whatsoever, it shall be deemed severed from the Agreement and shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.
To the maximum extent permitted by applicable law, the unlawful, invalid or unenforceable provision shall be amended to achieve as closely as possible the common intentions of the parties as expressed in the original term. Proxyclick reserves the right of first initiative to change the invalid or inapplicable clauses unilaterally.
You may not assign or transfer in any other manner any of its rights or obligations under this Agreement either in whole or in part to a third party.
A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
2.7 No partnership or agency
This agreement does not create an agency, partnership, or joint venture.
2.8 No third-party beneficiaries
There are no third-party beneficiaries to this agreement.
Any notice to be served under this Agreement is to be delivered or sent by post or email:
- to the Client at the address or email address provided in the subscription process,
- to Proxyclick at Rue Fernand Bernier 15, B‐1060 Brussels, Belgium or email@example.com.
3. Provision of the services
3.1 Use of the services
During the term of this Agreement, Proxyclick will provide you and also your employees, agents and representatives, a limited, revocable, non-exclusive, non-transferrable license to access and use the Services included in your subscription, including but not limited to:
- The use of the latest version of our application(s) (including most recent upgrades).
- An excellent customer service.
- The certainty one can expect from good hosting and maintenance.
- The possibility of additional services, at an additional cost.
Each license starts from the date of purchase and is applicable for a limited period of time, being the duration of the subscription. You must ensure that your every use of a Service is in accordance with these T&C.
Each type of license is restricted in regard to the number of users, functionalities and/or transactions, as mentioned clearly in the Service description on the Site. The licence is strictly granted for the sole purpose contemplated by the Agreement and for your own lawful internal business purposes. Unless otherwise stated in writing, the granted license shall not be the subject of any transfer or (sub-)licensing to any third party, in whole or in part, without the written prior approval of Proxyclick.
Except for the rights of use and other rights expressly granted herein, no other rights are granted to you, either express or implied, nor shall any obligation be implied requiring the grant of further rights. You expressly acknowledge that the use of a Service does notably not imply a transfer of the intellectual property rights towards you. All intellectual property rights and all derivative rights related to our Site and our Services continue to be retained by Proxyclick.
3.2 Registration process
In order to sign up for a Service, we require you to register on the Site. When you register for a client account, you are required to provide your customary billing information such as name and billing address and to select a plan and a payment frequency. Depending on selected plan and payment frequency credit card number might be required as well.
Upon the account registration, you agree to provide accurate, current and complete information as has been demanded during the registration-process, and to keep this information up-to-date according to those principles.
We have the right to suspend or terminate your client account and to refuse any and/or all current or future use of the Service (or any part thereof), if any information is untrue, inaccurate, not current or incomplete.
You are allowed to register and log in, using only an email address and a password for authentication. You remain responsible for the confidentiality of your login-data. You are fully responsible for all activities that occur under your client account. You agree to immediately notify us of any breach of security or unauthorized use of your client account, and commit to take all appropriate measures to prevent unauthorized access or use (e.g., ensuring that you exit from your client account at the end of each session).
3.3 Free trial period
If you are a new client, you have the right to request (only) one (1) trial-period free of charge per location, in order to experience the features and functionalities of our Services prior to making a purchasing decision. If you renew your membership to Proxyclick, you will not be eligible for another free trial period. If we discover that you have multiple free trial accounts, we reserve the right to restrict or terminate any of your accounts of our choice, in our sole discretion.
During the free trial period, we make our Services available to you with full access to all functionalities (excluding API and LDAP access) and full support. During the free trial, you are however authorized to access and use the Services solely to the extent allowed by Proxyclick. You acknowledge and agree that the present T&C are applicable and binding upon you during the trial period. Proxyclick does not make any binding commitments or obligations in connection with the Services, as the Services is provided “as is” and “as available” during the free trial period.
The trial period starts from the creation of an account, which is indicated by an approval sent to the e-mail address provided by you. The trial period is valid for thirty (30) days, unless your use of the Service is terminated earlier in accordance with these Terms. As soon as the trial period expires, your access will be immediately terminated. We recommend you to sign-up in time in order to prevent termination.
Proxyclick has the right to modify the conditions of the free trial or to discontinue it entirely at any time, without prior notice, including, but not limited to, when we believe you apply for a free trial not to make any purchasing decision, but to engage instead in industrial espionage.
4. Quality of service requirements
We offer you a great Quality of service (QoS) which is central to our Service offering and company culture. QoS are technical specifications that specify the Software quality of features such as availability performance, securityand serviceability. Proxyclick represents and warrants to the Client that (i) it has the experience and ability to perform the Services required; and that (ii) it will perform the said Services in a professional, competent and timely manner, consistent with industry standards and with the terms as contained herein.
4.1 Availability and good performance
We have taken all reasonable and necessary technical, non-technical, organisational and juridical measures in order to guarantee you a high level of availability and excellent performance. We do however not provide absolute guarantees on the uninterrupted availability, good performance, timely, secure or error free character of our Services due to our dependence on external factors, such as the proper functioning of the Internet. Nonetheless, we will correct all defaults, defects and errors in the operation or the functionality of the Services at our expense as soon as possible if they arise.
Proxyclick will use all commercially reasonable efforts, being no less than accepted industrial standards, to make its service available to you with a Monthly Uptime Percentage of at least 99.50% during any monthly billing cycle (the “Service Commitment”).
Monthly Uptime Percentage is calculated by taking the total number of minutes in a calendar month minus the number of minutes of Downtime (as defined herein) in the given calendar month, all divided by the total number of minutes in that calendar month. The time that our Services are not available qualifies as downtime, which gives rise to service credits. Downtime does not include (i) scheduled downtime (for maintenance and upgrades which are notified in advance to Administrator Users), (ii) unavailability of the Service due to force majeure, (iii) lack of access that is due to your improper use of the Service, and (iv) unavailability of the Service that results from you or your third party services, hardware, software, or network, including but not limited to issues resulting from inadequate bandwidth.
In the event we fail to meet our Service Commitment in a given calendar month, you will be eligible to receive Service Credits on future billing cycles. Such Service Credits shall be your sole and exclusive remedy with respect to such failure to meet the Service Commitment.
The claim for Service Credits submitted to Proxyclick must include (i) a detailed description of the incident; (ii) information regarding the duration of the Downtime; and (iii) descriptions of your attempts to resolve the incident at the time of occurrence. We must receive the claim and all required information by the end of the second calendar month following the month in which the incident occurred. For example, if the incident occurred on January 15th, we must receive the claim and all required information by March 31st.We will evaluate all information reasonably available to us and make a good faith judgment on whether Service Credits are owed. If we determine that Service Credits are owed to you, we will issue them on the next billing period. Service credits may not be paid in cash, neither refunded to credit cards. If we determine that service credits are not owed to you, we will communicate the reason for such decision to you within the month. Service Credits may not be paid in cash or refunded to credit cards. Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments) for the monthly billing cycle in which the Downtime occurred, in accordance with the chart below:
|Monthly uptime percentage||Service credit percentage|
|Less than 99,50% but equal to or greater than 95%||10%|
|Less than 95%||30%|
Our Service is only fully functional and effective if you have the necessary pre-specified hardware (browser) software and telecommunication facilities available. While we are responsible for making the Services available via the Internet, it is your sole responsibility to take the necessary measures that enable the access to our Services on the Internet. The equipment and software you use to access our Services online must meet the system requirements as clearly communicated here.
We implement appropriate technical and operational measures to safeguard the security and safety of our applications and to protection your data (including personal data we process on your behalf) against accidental or unlawful destruction or accidental loss, modification, unauthorized disclosure and access. Every 15 minutes, Proxyclick systematically creates in real time a backup of the data stored in the application on another server in the same data centre, and moreover creates a full database backup every night on a server located in another location. Proxyclick determines freely the frequency of the backup. It remains your responsibility to always provide an own backup of the content you have provided.
All this does not discharge you of your own responsibility to protect your equipment, software other than software provided by Proxyclick pursuant to this Agreement, telecommunications- and Internet connection against viruses, computer crime,illegal use by third parties or other unauthorized use.
A. Maintenance and upgrades
We wish to keep the quality of our Service(s) high by performing maintenance activities and updates of the application(s) on a regular basis. Proxyclick is always looking for new opportunities, and is therefore constantly keen to innovate and improve our Services. You acknowledge and agree that Proxyclick may, in the future, offer new features through the Services or change the form and nature of the latter in a non-material manner. Such new features shall be subject to the present Agreement.
We may limit at any time the access or use of the Services to the extent necessary for maintenance or to perform modifications or enhancements to the application(s). We strive to schedule maintenance and upgrades mostly during weekends.
We will inform you at least 24 hours in advance of a scheduled maintenance. Scheduled maintenance gives no grounds for compensation on behalf of Proxyclick.
Proxyclick shall provide you with the Service support. We strive to provide clear and conclusive answers to any relevant question or comment so as to contribute to the solution of the problem, whatever its nature. We will answer support requests received from Monday within 1 business day but strive to reply within a very short time after receipt., however we can only commit to reply within 1 business day. Questions and comments should be made in writing via email at firstname.lastname@example.org or through the dedicated icon located at the bottom right of your screen when you are logged in.
5. Acceptable use
5.1 General statement
We would like to provide a safe and sound application, but we need your help to succeed in our mission. We rely on you to help us to maintain the Service’s safe and sound character. We don’t expect anything special though. You can help us out by just behaving in a sentiment of good faith.
Proxyclick reserves a large margin of discretion when considering behaviour of users of the Service. Any user-action that can be considered as not “in good faith” is presumed to fall within this margin of discretion. It must remain clear that certain actions are never acceptable, which is why we listed a few below. The list hereunder tries to be complete but is far from exhaustive.
5.2 Illegal activity
You shall first and foremost use and access the Service only in compliance with the Agreement and with all applicable laws and regulations.
You may not take any action that may jeopardise the safety and security of the Service. This includes, but is not limited to, disturbing the good operations of the Site, by distributing, downloading, uploading or transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious program that may infringe the Service and the interests of both Proxyclick and its users. Users also must refrain from any content that may burden or disturb the websites infrastructure and its proper functioning.
5.4 Inappropriate content
Users must refrain from adding content that can be described as not-appropriate regarding the aims of the Service. Proxyclick reserves a large discretion and may notify users when touching boundaries. This topic will be more broadly touched upon in Article 6.
5.5 Unsolicited messages
Using the Service to send unsolicited and/or commercial messages between users, such as junk mail, spamming and chain letters or sending threatening messages and other disturbing messages between users, is not allow.
6. Content management
6.1 Inappropriate content
Making use of a Service implies adding content to the application. You are always the sole responsible with regard to the content that you may add. You will not create, transmit, display or make otherwise available any Content that is unlawful, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, or hateful (incl. viruses, worms and any other destructive codes).
We consider some clear boundaries regarding to content that may be added to the Service: the added content should be appropriate with regards to the aim and intentions of the Service. This is a broad definition but it will not pose any problem for a Client in good faith. Proxyclick preserves a wide margin of discretion when establishing whether content falls within these boundaries.
Proxyclick does not purport to be the content police; our duty in the process of information dissemination is simply to act as conduit between interested parties. Proxyclick does not perform any prior supervision on new content that is added to the application. But we do take the necessary action towards inappropriate content upon the receiving of a well-reasoned and founded claim. Our obligations to remove or block the usage of such information in accordance with generally applicable laws remain indeed unaffected. These claims can be directed at email@example.com.
Our Site may contain direct or indirect links to third party websites and/or electronic communication portals, on which Proxyclick does not exercise any technical control neither any control on the content. Users generated content may for example include such hyperlinks.
Such a reference being made on our Site does not mean that we (implicitly) agree with the content of those websites. Proxyclick doesn’t guarantee and doesn’t assume any liability for the accuracy, legality, completeness or quality of the content of external websites linked to on the Site or of other electronic communications portals that are not under the actual control of Proxyclick. These references are therefore to click at your own risk and responsibility. We are not liable for any damage resulting therefrom.
Users can upload content to the Service, which can then only be downloaded by other authorised Users. Proxyclick cannot be held accountable for the consequences of such actions, on which it doesn’t exercise any control. You understand and agree that every download from our Site is at own risk and that damages resulting from loss of data or damage to the computer system are your entire and sole responsibility.
7. Fees and payment
All fees indicated on the website are stated in euros, US dollars or British pounds and do not include all applicable taxes, duties, levies and currency exchange settlements, unless stated otherwise. You agree to pay the applicable subscription fee and any applicable tax or fee that may accrue in relation to all use of the Service accessed through your account, including all fees resulting from unauthorized use.
You understand that any subscription plan offers a maximum limit on the usage of the Service in terms of number of users and number of visits per month. You als understand that overages will be due in case number of visits per month go above plan. You hereby agree to use the Service in accordance to these limits. We reserve the right to audit your use of the Service every month, at our own cost, to determine whether your use is in accordance with the subscription plan you have chosen. If an audit reveals that you have exceeded the scope of use permitted, you may be required to immediately pay an additional service fee for such use.
Invoices can either be issued every month, every 12-months or every 24-months. 12-months subscription lets you save 10% off the monthly subscription fees, whereas 24-months subscription lets you save 20% off the monthly subscription fees.
In case of 12- or 24-months payment, Proxyclick bills you for subscription services in advance, from the date you purchased the subscription, at the rate corresponding to the subscription plan you have chosen. If you prepay for one or two years and your usage changes during that time, either because you ask for additional option(s) or are willing to upgrade your subscription plan, then we will make an appropriate adjustment on a pro rated basis (either credit your account or bill you for the difference) until the next anniversary date of the subscription. Your subscription fee for the period after the next subscription anniversary date will be adapted to take into account the additional option(s) and/or plan upgrade.
In case of monthly payment, Proxyclick bills your subscription at the end of the month, so that it can include additional options and/or plan upgrade. Credit card payment only is accepted in case of monthly payment or in case you choose our cheapest plan.
Proxyclick reserves the right to adapt the fees published on its Site. Any price change will not affect existing subscriptions, but will only apply to new subscriptions.
If such change would result in lower prices or otherwise works towards your advantage (but not in case the lower prices result from higher government levies or taxes), you may request your subscription to be adapted as from the date of your request by sending an e-mail to firstname.lastname@example.org. In no instance will such a request lead to any reimbursement of part of a paid subscription. It might however lead to the extension of the subscription.
Provision of the Service is conditional upon the payment, by the Client, of all fees and charges associated with the Service in accordance with this Agreement. Failure to make a payment when due will automatically lead to a suspension of the account. Any dispute regarding an invoice must be lodged with Proxyclick in writing within fifteen (15) days of the invoice being received.
Payments are made via credit card or wire transfer depending on plan and/or duration selected. Wire transfer invoices are due for payment within thirty (30) days from invoice date. Any amount that has been left unpaid at the due date of payment will be augmented, automatically and without prior notice of default, with a conventional interest of 10% per year, this from the due date up to the full payment completion date. You will moreover owe a compensation for loss on a flat rate basis of 10%, with a fixed minimum of 50€. We may also charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts, in accordance with the applicable law.
Proxyclick accepts various forms of payment. Any major credit card, debit card or alternate form of payment that is optioned on the Site may be used. You will be asked to provide a payment method at the time you sign up for the Service. Payments are processed through the secured facilitator Ingenico Payment Services. Online payments are executed via a closed security system (SSL), through which your bank details are always encrypted when they are sent via the Internet.
Confidential information means all information, of whatever nature, that may be disclosed or revealed in the execution of this Agreement, and that is marked or identified or can be reasonably considered as confidential information. Confidential information does however not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives, (b) was available to the receiving party on a non-confidential basis prior to its disclosure by the first party or its representatives, or (c) becomes available to the receiving party on a non-confidential basis from a person other than the first party or its representatives.
Each party agrees to safeguard and hold as strictly confidential all confidential information of the other party, and shall only the information for purposes as authorised by this Agreement. The receiving party may only disclose confidential information to its directors, officers, employees, agents, representatives or advisors who have a “need to know” such confidential information for the purpose set forth in the present Agreement, and only for that purpose. The confidential nature of the information must be made clear and be made respected by these other parties.
All confidential information including the copies made thereof is the sole property of the disclosing party and shall be promptly returned to the disclosing party or destroyed upon written request by the disclosing party.
If you want absolute assurance about confidentiality, Proxyclick is always available to establish more specified provisions and to prepare a separate NDA for this purpose.
8. Intellectual property
The Services of Proxyclick are protected by intellectual property rights. These intellectual property rights shall be taken to mean copyrights, trademark rights, designs and models rights and/or any other intellectual property rights (whether registered or unregistered), including technical and/or commercial know-how, methods and concepts, whether or not patentable.
All intellectual property rights and derived rights are the property of Proxyclick and continue to be retained by it. The use of the Service does not imply a transfer of the intellectual property rights towards the Client. The Client should be aware at all time of these intellectual property rights and should therefore refrain from any violations as they may lead to his liability.
You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, commercially exploit, communicate, circulate, or in any way transfer or assign the application or any part thereof, to any third party, without the express prior written consent of Proxyclick. You further agree that you will not disassemble, decompile, reverse engineer, create derivative works from or otherwise modify the application, except to the extent permitted by applicable law.
9. Client data ownership
You always retain ownership of your content, data and information provided in the context of using the Service (“Client Data”).
Unless specifically permitted by you, your use of the Services does not grant us the license to use, reproduce, adapt, modify, publish or distribute your Client Data for our commercial, marketing or any similar purpose.
Nothing in these terms shall restrict our right to compile and use aggregated usage data and statistics, neither our right to disclose these aggregated statistics, as long as these do not describe or identify any individual user or client.
You further grant us a worldwide, royalty free, sub-licensable, perpetual license to (i) use any Client Data for purposes of providing the Service; and (ii) to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by you and other Users.
Proxyclick is only liable for any major or repeated minor contractual and/or non-contractual breach, including any obligation of warranty, caused in the performance of its obligations under this Agreement.
Proxyclick shall not have any liability or be considered to be in breach or default of its obligations under the Agreement, to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to force majeure. Force majeure shall be taken to mean any circumstance beyond its control that entirely or partially prevents compliance with its obligations in respect of the other party.
Neither shall Proxyclick be liable for damages due to causes that are foreign to it, such as shortcomings to specific legal obligations by the Client or actions or omissions of third parties. Every Client that performs an action or omission that may affect the liability of Proxyclick is held to safeguard Proxyclick and its employees, managers and directors from any claims and damages that may arise, and from any judicial procedures relating to this.
In any case, each party’s liability for damages arising under this Agreement, whether in contract, tort or otherwise, will be limited to actual, proven, direct damages and will not exceed the net amount actually paid to Proxyclick by the Client for the Service under this Agreement during the twelve (12) months immediately preceding the cause of the action; provided, that in no event will a party’s aggregate liability for any Service exceed the amount paid for that Service during the subscription.
In no event will either party be liable for extraordinary, indirect, special, incidental, consequential, punitive, or exemplary damages or financial losses, including the loss of revenue, even if the party know they were possible.
The limits of liability in this Article apply to the fullest extent permitted by applicable law, but do not apply to the violation of the other party’s intellectual property rights or if the party acted with at least gross negligence or wilful misconduct.
11. Term and termination
11.1 Term and duration
The Agreement takes effect as from the date of its acceptance, materialized by the completion of the registration process by you.
At the end of the subscription term you selected, the Agreement is automatically extended for a successive renewal term, whose duration is the same as the one of your originally chosen subscription plan, unless the Agreement is terminated by either party.
Fifteen (15) days prior to the expiry of the term of your subscription, Proxyclick shall send you an automatic renewal email reminding you that your subscription term is due to expire. If no response is received from you prior to the expiry of your subscription term the subscription will be automatically renewed.
11.2 Suspension and termination
Proxyclick has the right to suspend your access to the Service as soon as we have taken notice of a material breach of this Agreement. There’s no time limit between the defective behaviour and the suspension. This right of suspension does not require any or comprehensive reasoning and, in extreme circumstances, can be done without prior notification. We will inform you of our reasons for doing so, at the latest within five (5) days after the implementation of the suspension. Following such suspension, the parties agree to negotiate in good faith to negotiate in good faith to resolve the material breach in a timely manner. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Service. Any reinstatement fee must be paid before the Services can be restored.
Either party enjoys the convenience to suspend or terminate the Agreement at any time, even in the absence of a cause. If Proxyclick wishes to invoke this right, it should make its intention known by means of a notice as determined in Article 2.9, at least thirty (30) calendar days prior to the month in which he wants to suspend or terminate the agreement. In that case, you only pay for the last running month. If you wish to invoke this right, you can cancel the subscription at any time from the Administrator User interface. No amount will be refunded to you following a cancellation.
Either party may at any time temporarily suspend or immediately terminate the execution of this Agreement if that party is faced with a weighty shortcoming to one or more essential obligations of this Agreement that is attributable to the other party. This is also possible when the other party becomes or is declared insolvent in the meaning of the applicable law, becomes the subject of an involuntary or voluntary bankruptcy or similar proceeding, or assigns all or substantially all of its assets for the benefit of creditors. A prior notification via registered letter is required, which grants the other party a reasonable timeframe to comply with its obligations if this is still useful. The termination shall be without prejudice to the other rights of the party that terminates the Agreement, including the right to claim compensation for the damages suffered as a result of breach of the obligations.
No refunds or partly refunds will be given in respect of any fees paid to us in advance, unless we are in material breach of the Agreement. In that case, the Client will be entitled to receive a refund of any part of the fees paid to us in respect of the period following the date of termination, calculated pro-rata on a daily basis.
11.3 Termination consequences
Your account will be deactivated upon the use of a valid termination or suspension of this Agreement. Deactivation means that the Service will be unavailable in whole or in part and that you therefore may not have access to your data. Deactivation does not mean that the account, and the associated content, will be immediately and irrevocably removed. Proxyclick guarantees to store the data for at least sixty (60) calendar days following the day of deactivation.
In the course of providing the Services, Proxyclick will receive from you and process personal data in the meaning of the Belgian Privacy Act of December 8, 1992. Any terminology in this Article which is not defined in this Agreement is to be given the meaning provided by the Belgian Privacy Act of December 8, 1992.
For the provision of the Services, you are the data controller and Proxyclick is a data processor acting on your behalf. As data processor, we will only process the personal data we process on your behalf upon your instructions and only for the purposes of providing the Services. The Agreement constitutes your complete and final instructions to us for our use of personal data under this Agreement.
We will secure personal data as defined by Article 4.2.
We will keep personal data confidential and will not disclose personal data in any way to any third party without your prior written approval, except where (i) in case of a transfer to our service provider(s) for the performance of this Agreement, or (ii) where personal data need to be disclosed to a competent public authority to comply with a legal obligation. Proxyclick will upon your written request provide the list of our service providers and third parties that will receive or have received personal data we process on your behalf.
We will ensure that any person we authorize to have access to personal data processed on our behalf, shall respect and maintain the confidentiality and security of such personal data.
We will ensure that our subcontractors will be bound to the same obligations with respect to personal data as to which we is bound by this Agreement. Any transfer of personal data outside the EEA to a recipient which does not fall under an adequacy decision issued by the European Commission, shall be governed by the terms of a data transfer agreement, which will contain standard contractual clauses as published in the Decision of the European Commission of February 5, 2010 (Decision 2010/87/EC) or other mechanisms foreseen by the applicable data protection law.”
We will promptly inform you if:
- We receive an inquiry, a subpoena or a request for inspection or audit from a competent public authority relating to the processing of personal data we process on your behalf;
- We intend to disclose personal data we process on your behalf to any competent public authority;
- We detect or reasonably suspect that a data security incident has occurred which involves but is not limited to unauthorized disclosure, unauthorized access, misuse, loss, theft or accidental or unlawful destruction of personal data we process on your behalf.
In case of such a data security incident, we will take adequate remedial measures as soon as possible. We will fully cooperate with you to develop and execute a response plan to address the data security incident.
We will cooperate with you to address and resolve within a reasonable period of time any requests from individuals to exercise their data subject rights as foreseen by the applicable law, including but not limited to requests to correct, delete or block their personal data.
13. Final provisions
This Agreement is exclusively governed by Belgian legislation.
Barring the rules of Brussels I Regulation (which provides special jurisdictional rules) and other applicable law, the courts of Brussels (Belgium) are presumed to be exclusively competent.
Parties agree to a cooling off period of sixty (60) days in which they try to solve their dispute informally before terminating the Agreement or initiating any court proceeding. The cooling off period commences upon the receiving of a written notification.