Algemene Voorwaarden – Lacoly BV

These General Terms and Conditions (the “Agreement“) are a legally binding agreement between the person who has concluded an Agreement with Lacoly B.V. (directly or indirectly) (hereinafter referred to as the Customer) and Lacoly B.V., a company registered under Dutch law with the Chamber of Commerce number 78141435 (hereinafter referred to as Lacoly, we or us). By using our communication automation provided by Lacoly through WhatsApp (the “Lacoly Automation“), the Customer agrees and acknowledges that all terms and conditions contained herein have been read, understood and unconditionally accepted.

If the Customer has any questions regarding these terms and conditions, the Customer may contact us at the contact information listed on our website: www.lacoly.com.

1. General applicability and modification

• These General Terms and Conditions apply to the Lacoly, unless explicitly stated otherwise. These General Terms and Conditions also apply to any agreements entered into by the Customer with Lacoly setting out the duration and remuneration for Lacoly Automation (the “User Agreement“).
  
  
• Lacoly Automation may not be used or these General Terms and Conditions may not be accepted if the Customer does not have the required capacity to enter into a binding contract with Lacoly.
  
  
• The use of Lacoly Automation requires the unconditional acceptance by the Customer of the applicability of these General Terms and Conditions. It is the Customer’s responsibility to read and understand the General Terms and Conditions before using Lacoly Automation. If you do not agree to these Terms and Conditions, the use of Lacoly Automation is not possible.
  
  
• Any terms and conditions used by the Buyer that conflict with these
  General Terms and Conditions are hereby rejected and therefore do not apply to the relationship between Lacoly and the Buyer.
  
  
• If one or more provisions of these Terms and Conditions prove to be invalid in whole or in part, the remaining provisions shall remain in force. Lacoly will formulate new provisions to replace the invalid provisions, carefully considering the scope of the original provisions.
  
  
• Lacoly may unilaterally amend these General Terms and Conditions. The amended General Terms and Conditions shall apply immediately to new Customers, and 30 days after written notification of the amendment to already existing Customers. If the Customer continues to use the Lacoly Automation after receiving such notice, we will assume that the new Terms and Conditions have been accepted.
  
  
• From time to time, new updates or integrations may be added to Lacoly Automation. These Terms and Conditions will also apply to those.
  
  
• It is possible that in the (online) offer of Lacoly certain conditions (for example, about pricing, renewal, et cetera) are used, which deviate from these General Terms and Conditions. In the event of conflicting terms and conditions, the terms and conditions contained in the (online) offer of Lacoly shall prevail.
  
  
• In addition to these General Terms and Conditions, the Customer may be required to accept and comply with the terms and conditions used by the providers of the affiliated third party services. It is the Customer’s own responsibility to abide by such terms and conditions, as non-compliance may result in suspension of services by these third-party providers, permanent bans or other restrictions that may prevent Lacoly Automation or other extensions from operating properly.

2. Implementation of Lacoly Automation

• Lacoly Automation provides the infrastructure to send WhatsApp flows to the Customer’s customers and receive response.
  
  
• Lacoly will execute the WhatsApp flows with Lacoly Automation with reasonable skill, care and diligence.
  
  
• Lacoly reserves the right to refuse Lacoly Automation to anyone for any reason at any time.
  
  
• Lacoly shall have the right to make changes within Lacoly Automation to the extent necessary to comply with applicable law or similar requirements, or which do not materially affect the nature or quality of Lacoly Automation.
  
  
• If Lacoly Automation must be modified by Lacoly due to a change in circumstances, where such modification is not attributable to Lacoly, Lacoly may make such modifications within Lacoly Automation as it deems necessary.
  
  
• Lacoly shall have the right to engage subcontractors to perform all or part of Lacoly Automation under the Agreement. Lacoly will cause these third parties to enter into relevant confidentiality obligations and processing agreements. If this results in additional costs for the Customer, these will only be borne by the Customer if this has been agreed in advance. We point out to the Customer that Lacoly is not responsible for the provision of services of third parties connected to Lacoly Automation.
  
  
• If the Customer requests additional services, which go beyond the scope of the Agreement and the agreements contained therein, then Lacoly may decide to quote for such additional services.
  
  
• To the extent Lacoly has communicated delivery dates, these should always be considered indicative in nature.

3. Customer data application

• Lacoly manages Lacoly Automation and, where necessary, the Customer is granted access to the data resulting from the WhatsApp flows.
  
  
• The Customer must maintain the confidentiality of user data and account information and agrees to notify Lacoly if the Customer suspects that user data or account information has been lost, stolen, disclosed to an unauthorized third party, or otherwise potentially compromised.
  
  
• The Customer shall duly inform Lacoly of all facts and circumstances that may be relevant in connection with the performance of Lacoly Automation.
  
  
• The Customer warrants the accuracy, completeness and reliability of relevant information provided to Lacoly.

4. Integrations

• Lacoly Automation offers the Customer the possibility to connect with specific third party software (already) used by the Customer.
  
  
• Lacoly Automation uses different integrations to make the experience for the WhatsApp user as optimal as possible. In addition, the Customer has the option to activate variable integrations. Depending on the particular integration, the connection may be achieved through an API provided by Lacoly or the third-party software provider, or through other techniques.
  
  
• Unless otherwise specified, access to APIs provided by Lacoly itself is provided free of charge (if available under the subscription). These terms and conditions may be introduced and amended at any time during the term of the User Agreement. The Customer is solely responsible for the proper implementation of any Integration, the APIs or other available features in its own IT infrastructure.
  
  
• Lacoly may, from time to time, modify its APIs to change or improve the functionalities. Lacoly may also temporarily or otherwise take it out of service to remedy malfunctions. If Lacoly has reason to believe that (proposed) modifications will change the technical interface and may affect the operation of the Customer, Lacoly will make every effort to notify the Customer in a timely manner. Lacoly will make every effort to keep all relevant technical documentation up to date.
  
  
• Integrations may depend on adequate cooperation of the third party software providers. These providers may unilaterally decide to stop supporting the integration and/or change their API. Lacoly will always attempt to encourage these third parties to maintain the integration, but cannot make any guarantees in this regard. Lacoly shall not be responsible or liable for any damages resulting from integrations that cease to function properly or are unilaterally modified, cancelled or suspended by a third party software vendor. The Customer shall not be entitled to any refund in the event of such an occurrence.

5. Fees and Payment

• Lacoly Automation is provided on a paid monthly subscription basis. The subscription fees are explained in the User Agreement between Lacoly and the Customer.
  
  
• Depending on the use of Lacoly Automation, for example by activating paid integrations, the amount of the fee and the components that comprise it may change during the term of the User Agreement. The applicable fees and how they are calculated will be clearly displayed or stated prior to approval.
  
  
• If the Customer starts with a free trial period, Lacoly shall be entitled to automatically switch to paid use of Lacoly Automation on the first day after the end of the trial period.
  
  
• All amounts displayed in a User Agreement or otherwise disclosed to the Customer are in euros (€) and exclusive of sales tax, unless explicitly stated otherwise. Typing errors and price changes are reserved.
  
  
• Lacoly reserves the right to change its rates, provided that such change is communicated to the Customer at least 2 weeks before the change takes effect.
  
  
• Lacoly is entitled to invoice the Customer in advance. Fees based on actual (monthly) usage may be set off against the balance on the Customer’s account, or if insufficient, invoiced separately monthly in arrears. Fees are non-refundable.
  
  
• Lacoly shall have the right to bill the Customer on a pro rata basis for the remainder of the Customer’s subscription period for additional products purchased during the term of a current User Agreement. The amount for each subsequent subscription period is based on the services provided by Lacoly up to the last day of the previous subscription period.
• The Customer is responsible for all costs, fees, taxes, surcharges and other expenses arising from the relationship with Lacoly, including those incurred to receive payments.
  
  
• Fees due must be paid by one of the payment methods accepted by Lacoly. During the term of the User Agreement, Lacoly may decide to no longer support certain payment methods. In that case, the Customer is obliged to pay in a timely manner through another available payment method.
  
  
• If the fees due cannot be collected through the linked payment method, Lacoly will notify the Customer and offer the Customer the opportunity to pay through another available method. The Customer must do so within a maximum of five (5) calendar days after Lacoly’s request to do so, unless a different period is specified in such request.
  
  
• Lacoly shall be entitled to suspend all or part of the services with immediate effect and without notice of default if payment is not received by the due date or after reversal by the Customer.
  
  
• In cases where Lacoly issues an invoice for payment other than by means of a linked payment method, the Customer is obliged to pay the amounts stated thereon in accordance with the instructions on the invoice. In such case, the payment term of such invoice shall be seven (7) days after the invoice date, unless the invoice or the User Agreement specifies a different payment term. The Customer shall be in default by operation of law for failure to pay at the time payments are due, without prior notice of default being required.

6. Limitation of Liability

• To the maximum extent permitted by law, Lacoly makes no representations or warranties as to the accuracy, correctness, quality or completeness of any information provided on or through Lacoly Automation, or any information related to the services provided by Lacoly to the Customer.
  
  
• In the event of force majeure, there shall be no failure attributable to Lacoly. Force majeure is defined as any circumstance independent of the will of the Lacoly – even if it was foreseeable at the time of entering into the User Agreement – which permanently or temporarily prevents performance of the User Agreement, and – to the extent not already included therein – war; threat of war; civil war; natural events such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods; protests; strike; transportation difficulties; computer failures; power failures; a pandemic, epidemic or any other public health threat; illness of personnel; and all external causes, foreseen or unforeseen, beyond the control of the Lacoly.
  
  
• Lacoly shall not be liable for any damages caused under these General Terms and Conditions or pursuant to any User Agreement, whether by itself or by third parties, except in the case of intent, deliberate recklessness or gross negligence on the part of Lacoly, provided this is proven by the Customer.
  
  
• To the maximum extent permitted by law, Lacoly shall not be liable for any indirect, incidental, special, consequential or punitive damages, including any loss of profits or revenues, whether direct or indirect, or any loss of data, use, goodwill or other intangible losses resulting from: (a) your use or inability to use our services or Lacoly Automation or (b) any conduct of any party other than Lacoly itself.
  
  
• Liability of Lacoly for attributable failure in performance of the User Agreement shall only arise if the Customer gives Lacoly immediate and proper notice of default in writing, setting Lacoly a reasonable period to remedy the failure, and Lacoly continues to fail in the performance of its obligations even after that period.
  
  
• The occurrence of any right to compensation is always conditional upon the Customer reporting the damage in writing to Lacoly as soon as possible after its occurrence, but at the latest within one (1) month. Any claim for compensation shall lapse by the mere expiry of a period of six months after the occurrence of the loss-causing event.
  
  
• If Lacoly is held liable under these provisions, Lacoly’s maximum liability shall at all times be limited to the lesser of (a) the aggregate of the amounts the Customer has had to pay to Lacoly under the User Agreement over the past 3 months prior to the damage; or (b) the maximum amount covered by Lacoly’s insurer.
  
  
• The Customer shall indemnify Lacoly against all third party claims for damages, including reasonable attorneys’ fees and costs. If Lacoly is held liable by a third party with respect to these General Terms and Conditions and Lacoly Automation, the Customer shall be obliged to pay all related costs to Lacoly.
  
  
• The Customer shall be liable for all damages suffered by Lacoly as a result of a gross failure attributable to the Customer to perform its obligations under the General Terms and Conditions or a User Agreement.

7. Intellectual Property

• Subject to timely payment of the agreed fees, Lacoly grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use Lacoly Automation within its own organization for the agreed term.
  
  
• Lacoly Automation and all content thereon and its source code are protected by applicable intellectual property laws and the Customer agrees to respect them. All rights not expressly granted to the Customer are reserved by Lacoly.
  
  
• Intellectual property rights are all patents, inventions, designs, copyrights, trademarks, business and domain names, design rights, rights in software, moral rights and all other intellectual property rights, whether registered or unregistered. All pre-existing Lacoly intellectual property rights made available in connection with the provision of Lacoly Automation shall remain the property of Lacoly.
  
  
• Unless otherwise agreed in writing, Lacoly shall retain all rights and powers vested in it with respect to the intellectual property rights in the works produced by it. Thus, the ownership of the works delivered by Lacoly and Lacoly Automation such as video productions, provided ideas, images, concepts, source code, database designs, scripts, texts, illustrations or (test) designs etc. remains the full property of Lacoly The aforementioned elements that are part of the works of Lacoly may not be reproduced, reproduced or modified without our written consent.
  
  
• The Customer is prohibited from reproducing, duplicating, copying, selling, reselling or exploiting any part of Lacoly Automation without the express written consent of Lacoly.
  
  
• Customers are prohibited from using our trademarks, logos, slogans and service marks for commercial exploitation. Customers are equally prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any content available on or through our Website, whether or not it constitutes copyright infringement.
  
  
• The data that the Customer stores or processes through Lacoly Automation remains the property of the Customer. Lacoly obtains a limited right of use thereof to the extent necessary to provide the services in accordance with the User Agreement. Lacoly is permitted to use the data generated during the use of the services (hereinafter the “usage data”) for the purpose of statistical analysis and/or benchmarking and to monitor and improve the use of Lacoly Automation.

8. Use Lacoly Automation

• Lacoly Automation may not be used for acts contrary to applicable laws and regulations, such as in the field of personal data protection. The Customer is not allowed to make Lacoly Automation available in any way to third parties for their own use (this does not include a third party engaged by the Customer for integration and implementation of Lacoly Automation) or to use Lacoly Automation in such a way that it hinders other users or causes inconvenience, for example by uploading or downloading large amounts of data or making excessive use of Lacoly Automation.
  
  
• Furthermore, the Customer is not permitted to interfere with, damage or otherwise disrupt Lacoly Automation (including parts thereof) or any software used in connection with Lacoly Automation. In addition, Lacoly Automation may not be used to (i) publish or store information that violates copyright law; (ii) assist others in violating third-party rights, for example, by linking to hacking tools or manuals for committing computer crime that are clearly written to perform criminal acts (and not to defend against them); (iii) violate the privacy of third parties, for example, by distributing their personal data without consent or clear necessity or by repeatedly harassing third parties with unsolicited communications; (iv) involve unreasonable or disproportionate use of the infrastructure of Lacoly’s or third parties’ computer systems; (v) involve manual or automated software, devices or other processes to “crawl”, “spin” or “scrape” the content available within Lacoly Automation; (vi) impersonate anyone else; (vii) use indecent language in this regard; swearing, stalking, threatening, flooding (repeating the same text).
  
  
• If Lacoly finds that the Customer has violated the above terms and conditions, or receives a complaint about it, it will issue a warning to the relevant Customer. If this does not lead to a satisfactory solution, Lacoly may itself intervene to end the violation. If, in the opinion of Lacoly, the operation of Lacoly’s computer systems or network, third-party computer systems or networks and/or service provision via the Internet is impeded or endangered, particularly as a result of the transmission of excessive amounts of data, Lacoly shall be entitled to take all measures it considers reasonably necessary.

9. Availability, maintenance, changes

• Lacoly makes every effort to keep Lacoly Automation available as much as possible, but cannot guarantee uninterrupted availability.
  
  
• Lacoly makes best efforts to perform maintenance with respect to Lacoly Automation. Maintenance includes patches, updates and upgrades installed at Lacoly’s sole discretion to enhance the performance and/or security of Lacoly Automation. Lacoly makes every effort to notify the Customer in advance when planned maintenance is expected to impact the availability of Lacoly Automation. Whenever possible, maintenance will occur when Lacoly Automation usage is low on average (based on the usage of all Lacoly customers). However, urgent maintenance work may be performed at any time.
  
  
• Lacoly may change features and functionalities of Lacoly Automation from time to time. Suggestions and feedback from the Customer are welcome, but ultimately Lacoly decides which features to add, modify or remove. If the Customer sends Lacoly information, for example, feedback on an error or a suggestion for improvement, the Customer also grants Lacoly an unrestricted and perpetual right to use such information to improve Lacoly Automation and any other purpose for which Lacoly wishes to use such information.
  
  
• In some cases, Lacoly Automation may be linked to third-party software (whether or not via API). The possibilities are described on the website. Lacoly has the right to discontinue or cancel links to third parties and third party software at its sole discretion. We also inform the Customer that these third parties may do the same.
  
  
• Lacoly Automation is provided in conjunction with the support provided by Lacoly through its website. In addition, Lacoly may make available certain technical documentation, which the Customer may use at its own expense and risk with Lacoly Automation. If the Customer requires additional support, Lacoly is always willing to determine the extent to which it is willing to provide such support free of charge or for a fee.

10. Privacy and Confidentiality

• Lacoly will treat all personal information it obtains in the course of carrying out Lacoly Automation with the utmost respect and ensure that it is stored securely at all times.
  
  
• In the course of using Lacoly Automation, certain personal data may be processed. To the extent that Lacoly performs the processing on behalf of the Customer and as such acts as a “processor” within the meaning of the General Data Protection Regulation (the “AVG”), both parties acknowledge that such processing takes place in accordance with the arrangements set out in the Data Processing Addendum included as an Annex to these General Terms and Conditions.
  
  
• The parties are obliged to keep confidential all information received from the other party or from another source in the context of the Agreement. Confidential information is in any case understood to be that to which this article relates, as well as any business data.
  
  
• The duty of confidentiality mentioned in this article does not apply to information:
  
  • which at the time when the recipient received this information was already in the public domain or subsequently became public without the receiving party violating an obligation of confidentiality imposed on the recipient;
  • which the receiving party can demonstrate was already in its possession at the time the other party provided it;
  • that the receiving party received from a third party where that third party was entitled to provide that information to the receiving party;
  • which is disclosed by the receiving party as a result of a legal obligation.
    
    
• The confidentiality obligation described in this Article shall apply for the duration of the User Agreement and shall continue after the termination, dissolution or completion of the User Agreement.

11. Duration and Termination

• The duration of the Lacoly Automation provided under the Agreement is set forth in Lacoly’s quotation and as such set forth in the User Agreement.
  
  
• Lacoly shall have the right to terminate all or any part of the services or Lacoly Automation provided to the Customer for any reason and in its sole discretion. Lacoly may do so if the Customer has violated these Terms and Conditions or applicable law.
  
  
• Lacoly may cancel, suspend or terminate the User Agreement or specific Lacoly Automation provided pursuant thereto with immediate effect if the Customer’s liquidation is applied for, it is granted a moratorium, or the Customer’s business is discontinued or liquidated.
  
  
• If no specific term is agreed upon, the relevant Lacoly Automation will be delivered for an indefinite period of time. In that case, the Customer may terminate the relevant Lacoly Automation at any time with at least 1 month’s notice.
  
  
• Upon termination, expiration or dissolution of the User Agreement, Lacoly shall be entitled to deactivate and permanently delete all accounts and associated data. In no event shall the Customer be relieved of its obligation to pay any accrued or due fees to Lacoly prior to the termination, expiration or dissolution of the User Agreement.
  
  
• Any provisions herein that are expressly or impliedly survive termination shall remain in full force and effect.

12. Other Provisions

• In these Terms and Conditions, the term “written” or “in writing” also refers to communication by email or accepted other electronic means (such as the communication methods available within Lacoly Automation), provided that the identity of the sender and the integrity of the message are sufficiently established. The version of all communications received or stored by Lacoly – including communications through Lacoly Automation – shall be deemed authentic, subject to evidence to the contrary to be provided by the Customer.
  
  
• Lacoly shall have the right to publicly describe the use case and its relationship with the Customer and may use the trade name and trademarks, including logos, belonging to the Customer for this purpose. In doing so, Lacoly shall at all times adhere to applicable confidentiality regulations. Lacoly shall take into account any reasonable recommendations or requests made by the Customer when Lacoly exercises this right.
  
  
• The Customer grants Lacoly the right to transfer the (User) Agreement in whole or in part to a third party without further consent. Lacoly will inform the Client in writing when such a transfer has taken place.

13. Applicable law

• The legal relationship between Lacoly and the Customer shall be governed exclusively by Dutch law. To the extent permitted by law, the application of articles 6:227b (1), 6:227c, 6:272, 7:402, 7:403 and 7:408 of the Dutch Civil Code is excluded.
  
  
• The Amsterdam District Court shall have jurisdiction (in the first instance) over any dispute between Lacoly and the Customer, unless the law provides otherwise.

Data processing addendum

1. Background and interpretation

This Data Processing Addendum (“Addendum“) contains the additional terms, requirements and conditions under which Lacoly will process Personal Data when providing Lacoly Automation to the Customer under the Agreement. This Addendum is subject to the terms of the Agreement and is incorporated into the Agreement. Accordingly, all rights and obligations arising from the Agreement and User Agreement, including applicable terms and conditions and/or limitations of liability, shall also apply to this Addendum.

2. Roles and Processing Details

For the purposes of this Addendum, Lacoly is considered a data processor and will only process personal data on behalf of the Customer. The Customer may be either the data controller (the party that determines the purpose and means of processing) or another data processor on behalf of a third party.

Lacoly shall only process the Personal Data to the extent and in the manner necessary for the provision of Lacoly Automation under the User Agreement and at all times in accordance with the written instructions of the Customer. Lacoly shall not process the Personal Data for any other purpose or in a manner inconsistent with this Agreement or applicable data protection laws, in particular the AVG. Lacoly shall promptly inform the Customer if, in its opinion, the Customer’s instruction would not be in accordance with data protection legislation.

3. Security Measures

Lacoly strives to comply with the security measures required under applicable data protection legislation, Article 32 AVG in particular. In this regard, throughout the duration of the User Agreement, Lacoly will implement and maintain technical and organizational security measures to secure the relevant processing operations against loss or against any form of unlawful processing. However, this shall only apply if and to the extent that such data is located in Lacoly’s systems or infrastructure. Lacoly does not guarantee that the security is effective in all circumstances.

The Customer is responsible for ensuring that the security measures listed in the table below comply with its obligations under applicable data protection laws in respect of the personal data processed.

4. Confidentiality

All obligations for Lacoly under this Addendum shall apply equally to all persons processing the personal data under the supervision of Lacoly, including but not limited to employees in the broadest sense. Lacoly shall ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are subject to an applicable legal obligation of confidentiality.

5. Location of the data

Lacoly may process the personal data in countries within the European Economic Area (EEA). In addition, the Customer authorizes Lacoly to process the Personal Data outside the EEA, subject to applicable laws and regulations. At the request of the Customer, Lacoly will inform the Customer in which countries outside the EEA it processes the Personal Data.

6. Engaging sub-processors

The Customer agrees that Lacoly may engage any of its affiliates as a sub-processor. The Customer hereby grants Lacoly and its affiliates general permission to engage third parties as sub-processors under the Agreement within and outside the EU/EEA.

For the engagement of sub-processors by Lacoly, Lacoly shall comply with the requirements set out in Article 28 (2) and (4) AVG. In particular, Lacoly shall, at the request of the Customer, inform the Customer of the sub-processors engaged. In any event, Lacoly and its affiliates (if and to the extent applicable) shall ensure that such third parties are required to agree in writing to similar obligations as agreed by the Customer and Lacoly in this Addendum. If any such sub-processor fails to perform its obligations under such agreement, Lacoly shall remain fully liable to the Customer for the performance of the Agreement.

Lacoly shall notify the Customer of any intended changes regarding the engagement of new sub-processors, by means of a written notice or a notice displayed within the Service. The Customer will then have five calendar days to object in writing to Lacoly’s intention. If the Customer objects, the parties agree to consult in good faith to resolve the matter. If the parties fail to reach an agreement, Lacoly shall have the right to engage the relevant sub-processor and the Customer shall have the right to terminate the Agreement by the date the new sub-processor is engaged. If the Customer does not object within the five-day period, the Customer shall be deemed to have agreed to the engagement of the new sub-processor. The sub-processors approved at the start of the Agreement are listed in the table below.

7. Assistance

Lacoly shall, to the extent within its power, provide assistance to the Customer in the imputation of the Customer’s legal obligations under the Service. This includes providing assistance in fulfilling its obligations under Articles 32 to 36 AVG, such as providing assistance in conducting a Data Protection Impact Assessment (DPIA). Lacoly may charge reasonable costs for providing this assistance to the Customer.

8. Rights of data subjects

If a data subject makes a request to Lacoly to exercise his or her legal rights under Articles 15 to 22 AVG, Lacoly shall, without undue delay, transmit this request to the Customer. Lacoly may inform the data subject of this transmission. The Purchaser will then proceed with the request independently.

If necessary and requested by the Customer, Lacoly will assist the Customer to the extent possible and reasonable in fulfilling a request. In providing such assistance, Lacoly may charge the Customer reasonable costs.

9. Audit

The Customer is authorized to have audits performed by an independent third party who is bound by confidentiality, in order to verify Lacoly’s compliance with this Addendum. An audit may only take place after (i) the Customer has requested available and relevant audit reports from Lacoly and (ii) the Customer has reviewed the aforementioned audit reports, but still has and cites valid reasons to have another audit performed.

Without prejudice to the above, an audit may be conducted once a year, or more frequently in case of a concrete suspicion of misuse of personal data or non-compliance with this Addendum. Lacoly will cooperate and make available all information relevant to the audit.

At least thirty (30) days written notice of an audit shall be given to Lacoly.

The parties will jointly review the findings of the audit conducted and determine, based on that review, whether or not such findings will be conducted by one of the parties or jointly by both parties. The cost of the audit shall be borne by the Customer.

10. Personal Data Breach

In the event of a personal data breach, within the meaning of Article 33 AVG, Lacoly shall notify the Customer without undue delay. Lacoly will make reasonable efforts to ensure that the information provided is complete, true and accurate. If required by applicable data protection law, Lacoly will cooperate in notifying the relevant controller, data subjects and/or supervisory authorities. The Customer shall determine whether or not to notify these parties and shall remain responsible for any legal notification obligations in this regard.

Together with the fact that a personal data breach has occurred, Lacoly will provide details, if available, at the first request of the Customer regarding (a) the date on which the data breach occurred (if the exact date is not known: the period within which the data breach occurred), (b) the (probable) cause of the breach, (c) the contact point where more information can be obtained the categories of personal data affected, (d) the categories of data subjects affected; (e) the approximate number of data subjects and the number of personal data records affected; (f) the (currently known and/or expected) consequences thereof, (g) the (proposed) solution, (h) the measures already taken by Lacoly.

11. Term and termination

Once the Agreement is terminated for any reason, Lacoly shall erase and/or destroy all personal data in its possession and any copies thereof within a maximum of two (2) years, unless they must be retained to comply with a legal obligation. The Customer is responsible for ensuring that it makes timely copies or backups of the personal data in Lacoly’s possession. On request and possibly for a reasonable fee, Lacoly may be asked to assist in this. Lacoly shall be entitled to reasonable compensation for all work as set out above.

12. Details of the Processing