.svg){kind=small}
1. Definitions
1.1. Administration: all financial and related dates that form the basis for the balance sheet and profit and loss account of one legal form.
1.2. Customer: a natural person in the exercise of a profession or company or a legal entity using the Let’s App Services on the basis of its own Agreement with Let’s App or using the Let’s App Services on any other basis.
1.3. Dates means the data and information contained in written and/or electronic document(s) as well as those documents themselves.
1.4. User: the Customer who uses or has used the Let’s App Services.
1.5. User Terms and Conditions: these terms and conditions of Let’s App which form part of each Agreement entered into by Let’s App. In addition, these apply to any use that falls under the User of the Let’s App Services.
1.7. Agreement: the undertaking(s) between User and Let’s App in relation to the Let’s App Services.
1.8. Parties: Let’s App or User.
1.10. Website: the website from Let’s App.
1.11. Let’s App: Let’s App BV under Belgian Law (BE 0752.709.706).
1.12. Let’s App Services: which includes: the Let’s App Platform, the Let’s App Domain, the Let’s App Services, Let’s App software, as well as all parts and accessories from Let’s App BV.
1.13. Let’s App Domain: domain is a separated area on the Let’s App Platform where all related administrations of one User are managed and saved.
1.14. Let’s App Platform: the digital platform developed by Let’s App for recognition, processing and archiving of administrative documents in an accounting environment with associated services.
1.15. Let’s App Services: the services related to the Let’s App Platform and other services to be provided by Let’s App.
1.16. Let’s App Software means all functionality of Let’s App BV’s software applications.
2. Scope
2.1. These User Terms form part of any Agreement entered into by Let’s App and apply to any use made by the User of the Let’s App Services.
2.2. Let’s App is entitled to edit the User Terms without prior consultation with the User. Let’s App will inform the User of the intended changes at least two (2) weeks before they take effect. If User does not agree with the intended changes, he may terminate by the date the change comes into force. If User does not expressly object to the proposed changes in writing within one week after receiving the comment on the proposed changes, User shall be deemed to have agreed to the changes.
3. Offer and Agreement
3.1. Offers or quotations on the Website or in a quotation from Let’s App are non-binding and revocable and should be regarded as an invitation to place an order.
3.2. Any commitments and/or agreements made or modified with regard to the cooperation after the placement and acceptance of the order shall only be binding if they are recorded electronically or in writing between the Parties.
3.3. Let’s App is free, without giving reasons and at any time, not to accept a User and/or not to accept the order(s) placed by User on the basis of the Agreement. Let’s App will notify Users accordingly.
4. Prices
4.1. All prices charged by Let’s App may be exclusive of VAT, where possible under Belgian law.
Any other government levies shall be borne by the User.
5. Payments
5.1. T For the User, authorisation to make payments is given by accepting the Terms of Use.
5.2. If the User withdraws the authorisation for monthly direct debit without good reason, or if the direct debit cannot be executed for other reasons not attributable to Let’s App, Let’s App reserves the right to block access to the Let’s App Domain thirty days after the debt has become due and to have the costs of collection, both judicial and extrajudicial, dependants of the User.
5.3. If the User does not fulfil his payment obligations to Let’s App or does not fulfil them on time, he shall be in default after notice of default by Let’s App. User shall then be liable for interest of 2% per month or part of a month for which payment has not been made, starting from the date on which payment became due.
5.4. All costs incurred by Let’s App both in and out of court, including attorney’s fees, due to the User’s failure to fulfil his payment obligations, shall be borne entirely by the User. The extrajudicial costs incurred by Let’s App are set at least 15% of the principal amount of the claim.
5.5. Let’s App is entitled to increase the fees agreed with Users yearly. This increase will be communicated via the Let’s App Platform or other means at least one month before it comes into effect. The User expressly agrees to the increases if they keep pace (at most) with the CBS Consumer Price Index (2020=100).
6. Duration and end of cooperation
6.1. The Agreement with a User is entered into for the agreed duration.
6.2. The Agreement with a User is renewed per month, unless otherwise agreed. Termination of that Agreement must be communicated directly to Let’s App. The termination shall be effected to the end of the month in which the termination took place.
6.3. Unless a longer notice period is included in the Agreement with the User, Let’s App may terminate the Agreement with the User on two (2) months’ notice.
6.4. Unless explicitly agreed otherwise, Let’s App shall be entitled to terminate the Agreement with the User without notice of default or judicial intervention by a written statement with immediate effect if the User fails to fulfil the Agreement or his obligations under these User Terms and Conditions, or if Let’s App may infer from the circumstances that the User can no longer meet his payment obligations.
6.5. The Agreement ends by operation of law and with immediate effect if the User is declared bankrupt or if a petition to that effect has been filed, as well as if a WCO, judicial reorganisation or other related procedure becomes applicable to the User.
6.6. Let’s App shall under no circumstances be obliged to pay any damages resulting from termination of the Agreement and/or the cooperation between Let’s App and the User and closes any liability in this respect.
7. Let’s App Platform and Dates.
7.1. Let’s App establishes a digital archive for Users on the Let’s App Platform and makes a domain available.
7.2. Taking into account the state of the art and implementation costs as well as risks varying in probability and severity, Let’s App takes appropriate technical and organisational measures to secure and keep secure the Data processed in and through the Let’s App Platform and the Let’s App Domain on behalf of the User.
7.3. Let’s App outsources the hosting of the Let’s App Platform to a professional hosting provider. The data entered by Users into the Let’s App Platform or Let’s App Domain are saved in a database that is under the management of that third party. The User has been informed of this and agrees to this party.
7.4. Let’s App has arranged the infrastructure with the aforementioned provider such that an uptime of 90% can be achieved on an annual basis. Let’s App is not liable if the uptime is lower.
7.5. The User shall have access, subject to uptime, to the Data entered and the accounts based on it for the duration of the Agreement. The Data supplied by the User as well as the content of the accounts can be retrieved by the User himself via various export functions and saved on his own storage medium. These dates can be consulted with general available software. After termination of the Agreement, the Data will remain available for a period of two (2) months, during which period the User will have the opportunity to transfer or save the Data on another storage medium or in another domain. This two (2) month period is for the purposes of Data portability only and does not entitle the User to any other use of the Let’s App Services (such as keeping accounts).
7.6. The User is responsible for ensuring adequate compliance with applicable legal retention periods in respect of the data used or entered. There is no legal retention obligation on Let’s App for the Dates entered by Users.
7.7. Let’s App may use administrative Data, with the exception of personal data within the meaning of the General Data Protection Regulation (‘AVG’), for analysis purposes and other purposes.
8. Personal Data
8.1. Let’s App closes with the User in connection with the processing of personal data the privacy policy attached to the Agreement.
8.2. The User shall indemnify Let’s App for all third party claims relating to the execution of the Agreement between the Parties and/or in relation to the personal data processed through the Let’s App Platform, which may be brought against Let’s App due to a violation of the AVG and/or other regulations concerning the protection of personal data.
8.3. In addition, with respect to any liability of Let’s App in relation to the processing of personal data, the provisions of Article 11 of these User Terms and Conditions shall apply.
9. Rules of use
9.1. If the User uses any functionality or facility created by Let’s App to control or monitor his Administration, such as the tax overview, that functionality or facility is an auxiliary tool from which no rights can be derived by the User.
9.2. The User is not permitted to use the Let’s App Services in violation of legal provisions or the Terms of Use.
9.3. The User is required, when using the Let’s App Platform and the Let’s App Domain, to exercise due care and to use them only for purposes for which they are intended.
9.4. Users are themselves responsible for the content and accuracy of the Dates they provide or enter, even if they come from third parties.
9.5. Let’s App is expressly entitled, in the event of (suspected) violation of the provisions of this article, to remove the User’s registration and/or domain and/or to temporarily or permanently block the User’s access to the Let’s App Platform or the Let’s App Domain.
10. Intellectual property rights
10.1. All copyright, patent rights, trade name rights, trademark rights and other intellectual and industrial property rights in Let’s App, the Let’s App Software, the Let’s App Platform and the Let’s App Domain and the information related thereto are the exclusive property of Let’s App. All similar rights protecting (information relating to) Let’s App and the Let’s App Services are also the exclusive property of Let’s App. None of the provisions contained in the Agreement or these Terms of Use may be construed to result in a full or partial transfer of those rights to the User.
10.2. The User may not edit, delete or make unrecognisable any indication of Let’s App’s intellectual or industrial property rights. Nor may the User use or register any trademark, design or domain name from Let’s App or any corresponding name or sign (anywhere in the world).
10.3. The User acknowledges and accepts that the liability of Let’s App for any infringement of intellectual and industrial property rights, as referred to in this article, shall be as set out in this article and article 11.
11. Liability
11.1. Except in the case of intent or gross negligence, Let’s App shall only be liable for damages as described in the next paragraphs of this article.
11.2. Any liability of Let’s App shall be limited to the amount paid by the insurer under the professional liability and cybersecurity insurance policy for the relevant event, plus the excess to be borne by Let’s App. A series of related events shall count as one damaging event.
11.3. If, under the insurance mentioned in the previous paragraph, no payment is made for an event because it is not covered and Let’s App has seriously and imputably failed to comply with its obligations, its liability shall be limited to the amount paid by the User to Let’s App in the six months preceding the damaging event.
11.4. Let’s App shall never be liable for: indirect damage, loss of profit, missed savings, damage resulting from claims by the User’s customers, mutilation/damage or loss of data, damage related to the use of third-party materials or software prescribed by the User to Let’s App, damage related to the use of suppliers engaged or prescribed by the User, consequential damage, regardless of the nature of the act (breach of contract, tort) and regardless of whether Let’s App has been notified of the likelihood of such damage occurring.
11.5. Let’s App shall never be liable for any damages of any kind suffered by Users related to the temporary non-availability, temporary inaccuracy or temporary incomplete availability of the Let’s App Services.
11.6. Let’s App shall never be liable for any damages of any kind suffered by the User related to the (non-)functioning of equipment, infrastructures or internet connections of the User or third parties as well as from Let’s App.
11.7. User acknowledges and accepts that the Let’s App Software and the Let’s App Platform cannot be 100% secure and can never be perfect or 100% free of imperfections and that not all imperfections can be repaired.
11.8. The User indemnifies Let’s App against any claims or demands from third parties arising from or related to the Agreement and/or the Terms and Conditions, or the execution thereof by Let’s App.
11.9. Any right to damages expires in any case if the User has failed to take measures to (a) limit the damage immediately after it occurred; (b) prevent (other or additional) damage from occurring; or (c) notify Let’s App of the damage as soon as reasonably possible and provide it with all relevant information.
12. Confidentiality
12.1. Both User and Let’s App shall not disclose or use confidential information concerning the other Party for any purpose other than that for which the confidential information was obtained.
12.2. Both User and Let’s App shall take all reasonable precautions to maintain their confidentiality obligations.
12.3. The confidentiality obligations in this Article shall not apply to the extent that confidential information of the other Party is required to be disclosed pursuant to law, regulation or a court order or decision of a public authority, provided that the receiving Party makes every effort to limit the extent of such disclosure and notifies the Party concerned in advance of such intended disclosure.
12.4. Both User and Let’s App state that their collaborators as well as third parties engaged by Parties shall comply with the confidentiality obligations described in this article.
13. Exclusion
13.1. No other or further commitments (such as warranties, undertakings, conditions) are in force between the Parties than those set out in the Agreement and these Terms of Use. Let’s App disclaims any such warranties, undertakings or conditions – not expressly or implicitly agreed – whether or not they arise from law.
14. Force majeure
14.1. Neither User nor Let’s App shall be obliged to fulfil any obligation under the Agreement, with the exception of an obligation to make payments, if fulfilment is hindered by force majeure. Force majeure includes, but is not limited to, military action, government action, weather conditions, breakdown of or failures in telecommunications and internet connections, delay or failure to meet obligations by Let’s App’s suppliers and strikes.
14.2. If Let’s App has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfil its obligations as a result of the force majeure, it shall be entitled to charge separately for the performance already delivered or the deliverable part of the performance, and the User shall be obliged to pay this fee as if it were a separate agreement.
15. Other provisions
15.1. Let’s App may transfer or outsource its rights or obligations under the Agreement or these Terms of Use to an affiliated company or to other third parties engaged by it for this purpose.
15.2. Any notice or other comment relating to these User Terms and Conditions shall be addressed in writing to the User’s or Let’s App’s address respectively, as stated in the Agreement.
15.3. If any provision of these User Terms is wholly or partially void, voidable or in conflict with the law, it shall be deemed to stand alone and inapplicable. In such a case, the User and Let’s App shall enter into consultation to replace the provision in question with a provision of similar scope which is not wholly or partially void, voidable or in conflict with the law. The other provisions of these User Terms and Conditions shall remain in full force and effect.
15.4. Delay or default on the part of Let’s App in exercising any right that Let’s App may have against the User on the basis of these User Terms and Conditions shall never constitute a waiver of that right. If the User waives a right he has under these User Terms and Conditions, this does not mean that the User waives or must waive that right or other rights in the next case.
16. Applicable law and competent court
16.1. The Agreement and these User Terms and Conditions are exclusively governed by Belgian law.
16.2. If the Parties cannot resolve a dispute amicably, it shall be submitted for settlement to the court in Antwerp.
17. Penalty Protection
17.1. Let’s App may offer Users a Penalty Protection under specific conditions. This protection may entitle the User to reimbursement of certain tax-related fines or penalties that result directly from a calculation error in the Let’s App software, subject to the limitations, conditions, and procedures set out in the applicable Penalty Protection Terms.
17.2. This Penalty Protection does not constitute an insurance policy and is provided voluntarily and at the sole discretion of Let’s App. The applicable terms are available at Penalty Protection.
17.3. These terms form an integral part of the present User Terms and Conditions for Users who wish to invoke the Penalty Protection. The Penalty Protection does not limit or override the general liability limitations as outlined in Article 11 of these Terms and Conditions.
Download in pdfAnnex 1 to Terms and Conditions – B2B: Data Processing Agreement (DPA)
- This Data Processing Agreement (hereinafter: “DPA”) forms an annex to the General Terms and Conditions (B2B) and thus forms an integral part of the agreement concluded between the Customer and the Service Provider (hereinafter: the “Agreement”). By accepting the General Terms and Conditions, the Parties agree to the terms set out in this DPA.
WHEREAS:
A. The Customer acts as the Data Controller.
B. The Customer wishes to outsource certain services involving the processing of Personal Data to Dexxter, the Processor.
C. The Parties shall endeavour to enter into a data processing agreement that complies with the requirements of the current legal framework governing data processing and with Regulation (EU) 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, and repealing Directive 95/46/EC (“General Data Protection Regulation”; hereinafter: “GDPR”).
D. The Parties wish to set out their rights and obligations.
THE PARTIES HAVE AGREED AS FOLLOWS:
1. Definitions
The definitions used in this DPA are those used in the GDPR, unless expressly stated otherwise. Terms such as “Personal Data”, “Processing”, “Controller”, “Processor”, “Data Subject” and any other term defined by the GDPR used in this DPA therefore have the same meaning as in the GDPR and shall be interpreted accordingly, unless expressly stated otherwise.
2. Regulatory framework
Any processing must comply with the requirements of the applicable regulations (hereinafter referred to as “Applicable Regulations”), including:
i. the GDPR;
ii. all Belgian laws that implement, supplement or enforce the GDPR;
iii. all decisions, opinions and recommendations issued by the Belgian Data Protection Authority and/or any other competent authority.
iv. specific (sector-specific and binding) regulations.
3. Scope and purpose
3.1. The Processor shall process Personal Data on behalf of the Controller. The Controller is responsible for ensuring compliance with the legal requirements relating to data protection, in particular with regard to the transfer of Personal Data to the Processor and the processing of Personal Data.
3.2. On the basis of this responsibility, the Data Controller is entitled to request the rectification, erasure, blocking or disclosure of Personal Data in accordance with the provisions of this DPA.
3.3. The purpose of this DPA is to ensure adequate protection in relation to the processing of personal data by the Processor, based on the written instructions of the Controller and in accordance with the applicable regulations.
3.4. The categories or types of personal data processed under this DPA are as follows:
3.5. The categories of Data Subjects whose Personal Data is Processed are as follows:
The Client’s employees, customers and suppliers.
3.6. Personal data is processed for the following purposes:
To fulfil the Processor’s contractual obligations under the Agreement, in particular to provide the services to the Controller as set out in the Agreement.
4. Duration
4.1. This DPA shall come into effect on the date of acceptance of the general terms and conditions (of which this DPA forms an annex) and shall remain in force for the duration of the Agreement, unless otherwise agreed in writing.
4.2. Upon expiry of the DPA, the Processor shall, at the Controller’s discretion, return all Personal Data transferred and copies thereof to the Controller, or irrevocably erase and/or anonymise all Personal Data, unless the Applicable Regulations applicable to the Processor prevent it from returning or destroying all or part of the Processed Personal Data.
5. Specific obligations of the data controller
The Data Controller undertakes to:
i. that the Personal Data transferred – or made available by it to the Processor – has been lawfully collected, in accordance with the Applicable Regulations;
ii. to entrust the Processing of Personal Data to the Processor solely for legitimate purposes, in accordance with the conditions laid down in the Applicable Regulations and any contracts entered into between the Controller and the Data Subjects;
iii. to provide the Processor with the information necessary to enable it to comply with the Applicable Regulations.
6. Specific obligations of the Processor
6.1. Processing in accordance with the Controller’s written instructions: The Processor shall process the Personal Data solely on the basis of the Controller’s written instructions, and solely for the purposes set out by the Controller, including transfers of Personal Data to a third country or an international organisation, unless a provision of Union or Member State law to which the Processor is subject requires it to process the data; in such a case, the Processor shall inform the Controller of that legal requirement prior to processing, unless that legislation prohibits such notification for compelling reasons of public interest.
If the Processor considers that an instruction from the Controller contravenes the Applicable Regulations, it shall bring this to the Controller’s attention without undue delay.
6.2. Confidentiality: The Processor shall ensure that persons authorised or entrusted with the Processing of Personal Data by the Controller, including but not limited to its representative(s) and subcontractor(s) who have access to Personal Data, observe the same level of confidentiality as set out in this DPA.
6.3. Technical and organisational measures: Pursuant to Article 28(3)(c) of the GDPR, the Processor shall implement appropriate technical and organisational measures to adequately protect the Controller’s Personal Data against misuse and loss in accordance with the Applicable Regulations and, in particular, with the requirements of the GDPR (Article 32 GDPR).
6.4. Subcontracting by the Processor: The Processor shall not engage any other (sub-)processors without the prior specific or general written consent of the Controller.
The Controller hereby grants the Processor a general written authorisation [Author3] to engage (sub-)Processors in connection with the provision of Services under the Agreement. The Processor shall notify the Controller of any proposed changes relating to the addition or replacement of other (sub-)Processors, whereby the Controller shall be given the opportunity to object to such changes. The Controller shall have seven (7) calendar days from the date of notification by the Processor (which may be provided by email) to object to the new sub-Processor on reasonable grounds. If the Controller does not respond within seven (7) calendar days, the sub-Processor shall be deemed to have been accepted.
The DPA contains a list of sub-processors that the Processor uses or intends to use (set out in Annex 1 to the DPA). By entering into this DPA, the Data Controller consents to the use of these sub-processors.
If the Processor engages a sub-processor to process Personal Data for which the Controller is responsible towards the Data Subject, the Processor shall impose on that sub- the same or at least similar obligations regarding the protection of Personal Data as set out in this DPA between the Controller and the Processor, and shall require additional safeguards where required by Applicable Law, in particular – but not limited to – in the event of transfers of Personal Data to regions outside the European Economic Area. The Processor shall remain fully liable to the Controller for the proper fulfilment of the obligations of the sub-processor and of any subsequent sub-processors, if applicable.
6.5. Obligations to cooperate:
Taking into account the nature of the Processing and the information available to it, the Processor undertakes to assist the Controller in fulfilling the Controller’s responsibility to comply with the following data protection obligations, amongst others:
– in fulfilling its obligation to respond to requests to exercise the established rights of data subjects (6.5.2);
– reporting a personal data breach to the supervisory authority and data subjects (6.5.3);
– carrying out a data protection impact assessment (6.5.4).
The Data Controller shall bear all reasonable costs associated with the Data Processor’s performance of its obligations under clauses 6.5 and 6.6, unless the matter arises from negligence, wilful misconduct or a breach of this DPA by the Data Processor, in which case the costs shall be borne by the Data Processor.
6.5.1 When interacting with the Supervisory Authority
The Processor agrees to comply with all reasonable requests from the Controller without undue delay. The Processor shall, without undue delay, inform the Controller in the event of a breach of this DPA or any Applicable Regulations. In such an event, the Processor shall, where necessary, implement appropriate measures to safeguard the Personal Data concerned and to mitigate any potential adverse consequences for the Data Subjects, and shall inform the Controller of the measures it has taken.
The Processor assists the Controller in fulfilling the Controller’s obligations to cooperate with the Supervisory Authority under the Applicable Regulations.
The Processor shall notify the Controller without delay of any inspection relating to Personal Data carried out by the Supervisory Authority or any other competent authority pursuant to Applicable Regulations.
6.5.2. If a data subject exercises one of their rights or submits a request
Where the Controller is required, under the obligations of the GDPR, to provide information to a Data Subject regarding the processing of his or her Personal Data, the Processor shall assist the Controller in making this information available.
The Processor shall forward the Data Subject’s requests to the Controller as soon as possible and shall assist the Controller in dealing with requests from a Data Subject regarding his or her rights under the Applicable Regulations.
6.5.3. In the event of a personal data breach
The Processor shall notify the Controller without undue delay if it becomes aware of a breach involving Personal Data, and shall provide the Controller with sufficient information to enable the Controller to fulfil any obligations to notify or inform the Supervisory Authority or any other competent authority and, where applicable, to notify the Data Subjects concerned of a data breach in accordance with the Applicable Regulations and, in particular, Articles 33 and 34 of the GDPR.
The Processor shall cooperate with the Controller and take reasonable commercial steps, as directed by the Controller, to assist in the investigation, mitigation and rectification of any such breach relating to Personal Data.
6.5.4. In the case of a data protection impact assessment and prior consultation
The Processor shall provide the Controller with reasonable assistance in relation to data protection impact assessments and prior consultation with the Supervisory Authority or any other competent authority as required by the Applicable Regulations, and in particular Articles 35 and 36 of the GDPR.
6.6. Audits of data processing by the Controller: The Processor shall allow the Controller to audit and verify compliance with its obligations under this DPA and shall provide the Controller with all reasonable information, documentation and evidence requested by the latter.
7. Liability
7.1. Both Parties are liable to the Data Subject(s) as set out in Article 82 of the GDPR.
7.2. De aansprakelijkheid van de Verwerker t.a.v. de Verwerkingsverantwoordelijke is beperkt tot de directe schade die de Verwerkingsverantwoordelijke lijdt als gevolg van tekortkomingen in de nakoming van enige verplichting door de Verwerker onder deze DPA, ingevolge een fout of nalatigheid vanwege de Verwerker. De totale aansprakelijkheid van de Verwerker onder deze bepaling 7.2 is te allen tijde beperkt tot een bedrag gelijk aan de waarde van de Overeenkomst voor een periode van zes maanden.[Auteur4]
Appendix to the DPA
List of approved sub-processors:
AWS, Mollie, Customer.io, Heroku, Stripe.