I. CLIENT IDENTIFICATION.
The undersigned,
1. Legal form (if applicable)
2. Name
3. Registered office or domicile address
4. CBE number (if applicable)
5. VAT number (if applicable)
6. Represented by: Name:
Position:
Hereinafter referred to as the “Client”.
AGREES THAT THE FOLLOWING GENERAL TERMS AND CONDITIONS, FOR THE PERIOD PROVIDED THEREIN, APPLY TO ANY COOPERATION BETWEEN THE CLIENT AND PORTELIO ATTORNEYS BV.
II. IDENTIFICATION OF BV PORTELIO ATTORNEYS
“Portelio Attorneys” is a professional partnership under the legal form of a Belgian private limited company, with headquarters and offices at Rijsenbergstraat 148, B-9000 GHENT, listed in the Ghent register of legal persons with enterprise number 0537.590.529 and with VAT number BE 0537.590.529, and with an additional business unit at Napelsstraat 2, B-2000 ANTWERP.
Contact information Ghent office
T 0032 (0)9 243 88 00
F 0032 (0)9 243 88 01
E info@portelio.be
Contact information Antwerp office
T 0032 (0)3 203 01 04
F 0032 (0)3 203 01 24
E info@portelio.be
Information regarding the professional liability insurance of BV PORTELIO ATTORNEYS can be found in the General Terms and Conditions below.
BV PORTELIO ATTORNEYS-AT-LAW is hereinafter referred to as “Portelio Attorneys”.
III. GENERAL TERMS AND CONDITIONS
1. Scope
1. These general terms and conditions apply exclusively to all services provided to the Client by Portelio Attorneys. The Client acknowledges and accepts that application of his own general terms and conditions is completely excluded. Annexes to These general conditions and its annexes are an integral part of the agreement with the Client.
2. Provisions that would deviate from one or more provisions of these general terms and conditions must be expressly agreed in writing, signed by one of the partners of Portelio Attorneys, and will only replace the clause or clauses from which they deviate. The remaining provisions shall remain in full force and effect.
3. The lawyers working within Portelio Attorneys provide their services in the name and on behalf of Portelio Attorneys. Portelio Attorneys is the sole contracting party to the Client for all services provided by its partners, associates, trainees and appointees.
2. Object of the cooperation
1. The services provided by Portelio Attorneys may include providing advice, assistance in mediation, assistance in negotiations, assistance in proceedings, acting as (special) agent.
The Client agrees that the precise object of the services and any modification/extension thereof can be set without any formality and may be evidenced, inter alia, by correspondence, the (even tacit) acceptance of services, or the payment of invoices.
2. Unless the nature of the assignment in question indicates without any possible doubt that it concerns an obligation of result, or unless this was expressly agreed in writing, the obligations of Portelio Attorneys are best effort obligations.
3. Internal task assignments
Unless the Client expressly objects, Portelio Attorneys may, at its own discretion entrust cases or certain aspects thereof internally at one or more of its lawyers.
4. Information and instructions
1. The Client shall promptly provide Portelio Attorneys, both at the commencement of the agreement and during its term, if necessary at the request of Portelio Attorneys, with all the information required to enable Portelio Advocaten to provide its services in the best possible manner. Portelio Attorneys shall not be liable for damage resulting from incorrect, incomplete or untimely communication by the Client.
2. If Portelio Attorneys represents the interests of several Clients in a case, it may assume that these Clients represent each other, in particular as regards the exchange of information, the approval of draft texts and the approval of certain acts.
3. If the client corresponds by email, an instruction shall only be deemed to be received from the moment Portfolio Attorneys sends an explicit confirmation.
5. Appeal to third parties
1. If it is necessary for the performance of the services to call upon a bailiff or a translator, the Client shall leave the choice to Portelio Advocaten. The same applies to the performance of simple tasks (filing of a deed of procedure, appearance at a (preliminary) hearing, ...) by a local lawyer.
2. If it is necessary for the performance of the services to call upon the services of other third parties, such as (foreign) lawyers, civil-law notaries, accountants, auditors or experts, these will be chosen in consultation with the Client.
3. Third parties as meant under 5.1 and 5.2, will be engaged in the name and for the account of the Client, who will be deemed to have contracted directly with these third parties. The fees and/or costs/compensation of such third parties are fully at the expense of the Client and must be paid directly to these third parties by the Client. If they were paid an advance by Portelio Attorneys, this will be charged to the Client.
6. Remuneration
1. Portelio Attorneys will invoice the Client for its services, office costs, costs passed on and costs advanced on a regular basis (normally monthly or as the work progresses in a case, and in any case at the times prescribed by the VAT regulations).
2. The amount owed on the invoice will be split into the following items: (1) fees (honoraria), (2) administration costs and (3) costs advanced.
3. Unless otherwise agreed, the work carried out under the heading fees will be charged at an hourly rate.
The basic hourly rates used by Portelio Attorneys are as follows:
partner lawyer: EUR 165 to EUR 250 excluding VAT (i.e. EUR 199.65 to EUR 302.50 including 21% VAT);
associate lawyer: EUR 140 to EUR 165 excluding VAT (i.e. EUR 169.40 to EUR 199.65 including 21% VAT);
trainee lawyer: EUR 100 to EUR 140 excluding VAT (i.e. EUR 121 to EUR 169.40 including 21% VAT).
The Client can find the current status of each lawyer associated with Portelio Attorneys - which can change over time - on the Portelio Attorneys website. Thus, the basic hourly rate used for a particular lawyer to carry out work can evolve during the term of the agreement between the Client and Portelio Attorneys.
Portelio Attorneys may adjust this basic hourly rate in function of the nature of the case, the difficulty of the case, the experience of the lawyer handling the case and the urgency of the assignment. In the event that the case results with a favorable outcome, Portelio Attorneys shall be entitled to charge a success fee.
4. Without prejudice to the charging of fees, the costs of opening the case, typing costs, printing and copying costs, postage costs, telephony costs and various office costs are charged under the heading administration costs. The office costs are charged at a flat rate of eight (8) percent of the fees charged. Travel expenses and other extra-ordinary expenses are charged separately.
5. Portelio Attorneys and the Client can mutually agree in writing on other formulas for the calculation of fees and administration costs, for example for debt collection cases, uncontested cases and simpler cases.
6. All amounts mentioned, unless otherwise indicated, exclude VAT and must be increased by the applicable VAT rate, which is currently 21%.
7. Before starting and in the course of its work, Portelio Attorneys reserves the right to request an retainer from the Client by means of an advance invoice, and to only start or continue its tasks, or advance costs for its work upon payment thereof. A retainer is a fixed amount that the Client must pay Portelio Attorneys prior to a detailed interim or final invoice. The retainer already charged shall be take into account at the final invoicing. Any consequence of the delay in work, even the non-respect of terms caused by late payment of the retainer is at the sole risk of the client as Portelio Attorneys cannot be held liable for such consequences.
8. If the Client does not agree with an invoice, he must protest it in writing, stating reasons, within fifteen days after the invoice date.
9. Unless otherwise agreed, all invoices are payable within thirty days of their date. If part or the whole of an invoice (retainer, interim invoice or final invoice) is not paid on time whole or in part, Portelio Attorneys has the right, without prior notice of default, to charge default interest at the rate of 10% per annum from the due date of the invoice until the date of full payment, and the right to charge fixed compensation of 10% on the outstanding sum, without prejudice to its right to legal costs (including the applicable statutorily prescribed contribution towards the other party’s legal representation costs), in the event that legal recovery would be necessary. Portelio Attorneys shall also be entitled, without notice of default, either to suspend the performance of its activities until all amounts due have been paid in full, or to dissolve the agreement with the Client with immediate effect (i.e. without prior judicial intervention) at the Client’s expense. Portelio Attorneys shall not be liable for any damage that may arise from the suspension of its activities or the termination of its agreement with the Client.
10. If Portelio Attorneys represents the interests of several Clients in a case, all of these Clients shall be jointly and severally liable for payment of the invoices relating to that case (possibly increased with the appurtenances specified in §9 and all collection costs), regardless of the Client to whom Portelio Advocaten has issued its invoice.
11. The place of payment is the registered office of Portelio Attorneys.
7. Custodial accounts
1. Portelio Attorneys shall transfer to the Client within the shortest possible time all amounts that it receives on behalf of the Client. If Portelio Attorneys is unable to immediately transfer an amount, it shall inform the Client of receipt of the amount and the reason why the amount has not been transferred.
2. Portelio Attorneys may withhold parts of the amounts it receives for the Client to cover the amounts the Client owes it (even if these are not yet due and payable). It shall inform the Client thereof in writing.
3. Portelio Attorneys will immediately transfer all amounts it receives from the Client for the account of third parties to these third parties.
8. Liability
1. In the event of a breach in the performance of the services of Portelio Attorneys (including professional misconduct by lawyers associated with Portelio Attorneys), the Client may only hold Portelio Attorneys liable, but not the partners of Portelio Attorneys, the mandataries of Portelio Attorneys, the appointees of Portelio Attorneys and/or lawyers associated with Portelio Attorneys.
2. Portelio Attorneys cannot be held liable for possible shortcomings of third parties (including those lawyers who are not associated with Portelio Attorneys) engaged by it, even if these third parties would charge their fees/honoraria and costs to Portelio Attorneys and/or if these third parties would be seen as a subcontractor of Portelio Attorneys.
3. Portelio Attorneys and lawyers associated with Portelio Attorneys are individually insured for their professional liability by means of a group policy “civil professional liability of lawyers“ first rank policy subscribed by the Order of Flemish Bars, currently underwritten by Amlin Insurance (lead insurer - 70% share), Zurich Insurance PLC, Belgium Branch (co-insurer – 25% share) and KBC Insurance NV (co-insurer – 5% share) (broker: Vanbreda Risk & Benefits NV, Plantin en Moretuslei 297), B 2140 Borgerhout (Antwerp).
4. In principle, the intervention of the insurer - under the specific terms of the underwritten insurance policy - is limited to a maximum of € 2.500.000,- per claim.
With regard to the specific terms and conditions of the insurance cover, Portelio Attorneys refers to the text of the insurance contract subscribed, which prevails over the foregoing summary. A copy of these insurance contracts will be made available free of charge to the Client upon request.
5. The professional liability of Portelio Attorneys (including that of its lawyers and appointees) is limited to the amount covered by its insurance (irrespective of the seriousness of the breach). Consequently, the Client may not claim compensation (in principal, interest and costs) that exceeds the amount actually paid out by Portelio Attorneys insurer for the claim, plus any exemption that the insurer may have withheld pursuant to the insurance agreement.
The professional liability of Portelio Attorneys (including that of its lawyers and appointees) for each event of damage resulting from a shortcoming attributable to it which is not covered by its insurance, is limited to the amount of €25.000,- per claim or series of claims resulting from the same cause (regardless of the seriousness of the breach).
The aforementioned limitations of liability do not apply in the case of willful misconduct/intent on the part of Portelio Attorneys and/or its lawyers.
6. The Client deems the insurance described in §§3 and 4 to be sufficient. However, if the Client wishes that Portelio Attorneys and its lawyers subscribe an additional insurance, Portelio Attorneys and the Client must enter into an agreement to this end in advance. Unless otherwise agreed, the premium for this additional insurance will be at the expense of the Client and will be passed on to him.
9. Intellectual property rights
The Client is not permitted, without prior written consent, to reproduce and distribute, to disclose or use in any way, the advice, notes, contracts, pleadings, documents and all other intellectual work of Portelio Attorneys, in any form, either on its own or with the assistance of third parties, other than in the context of the assignment given to Portelio Attorneys.
10. Duration and termination
1. The present agreement remains in force as a framework agreement until terminated by the Client or Portelio Attorneys and, during this period, is applicable to any form of cooperation between the Client and Portelio Attorneys.
2. Both the Client and Portelio Attorneys have the right to terminate the agreement at any time with immediate effect and without justification. If the Client is a consumer within the meaning of the Code of Economic Law, Portelio Attorneys may only terminate the Agreement subject to a notice period of at least two weeks (without prejudice to the right of Portelio Attorneys to suspend its work in the meantime, should the Client be in default, or cause the agreement to be terminated due to a serious breach of contract).
Notice of termination must be given in writing.
The Client shall be obliged to pay all work and costs up to the date of termination of the agreement. Portelio Attorneys will draw up a final invoice and send it to the Client.
3. Portelio Attorneys shall not be liable for damage resulting from the termination of its agreement with the Client.
11. Archiving
After completion of each assignment, Portelio Attorneys archives the case file and stores it for a period of five years. Original documents can be returned to the Client and must be archived by him if necessary. After the aforementioned period of five years, the case file will be definitively destroyed.
12. Processing of Personal Data
1. Portelio Attorneys takes care of your privacy and always acts in accordance with the provisions of the applicable data protection legislation. Portelio Attorneys is the Data Controller responsible for processing the Client’s data. After all, it determines the purpose and means for the processing. For more information about the processing of your personal data, please consult our Privacy Policy on our website: https://www.portelio.be/privacyverklaring/.
2. As Data Controller, Portelio Attorneys draws up contracts with its processors, in the sense of Article 28.3 of the EU General Data Protection Regulation 2016/679 (“GDPR”).
3. Only for (the part of) the processing(s) of personal data of certain data subjects for which Portelio Advocaten would be the processor (and in other words only processed on behalf of and at the instruction of the Client) and the Client is the data controller, the provisions relating to data processing in Annex 1 to these General Terms and Conditions (as a data protection agreement within the meaning of Article 28.3 of the AVG) apply.
13. Identification obligation
1. The Act of 18 September 2017 on the prevention of money laundering and the financing of terrorism and on limiting the use of cash (Belgian Official Journal 6 October 2017) has also been declared applicable to the legal profession. The anti-money laundering legislation aims to curb various money laundering practices. In the context of the preventive part, lawyers must fulfil a number of duties (including the reporting of certain transactions).
2. Portelio Attorneys is obliged by law to verify the identity of the Client. The Client will immediately provide, at first demand, all the required credentials on the basis of official documents with, where appropriate, the details of his agents.
3. Portelio Attorneys is obliged to report certain transactions to the competent President of the Bar Association, who then passes on the information unfiltered to the Financial Intelligence Processing Unit.
4. Portelio Attorneys and the President of the Bar Association are forbidden to inform the Client that the information was communicated or that an investigation is underway.
14. Amendments
Portelio Attorneys reserve the right to amend these general terms and conditions at any time. In the event of an amendment, Portelio Attorneys will notify the amended text to the Client. In the absence of a written protest within fourteen days after notification of the amended text, the Client will be deemed to have agreed to the amended text and this amended text shall bind the Client for the future.
15. Invalidity or nullity – contradictions
1. If one or more provisions of these general terms and conditions would be void, invalid or unenforceable, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions. If one of the clauses of the present general terms and conditions exceeds any legal restriction, the relevant clause or part of it shall not be null and void, but Portelio Attorneys and the Client shall be deemed to have agreed that this provision or the conflicting part of it, shall be reduced or limited to the maximum permitted under the applicable law, and each provision or part of it which/that exceeds these limits shall be lawfully adapted or replaced by a valid clause that corresponds as closely as possible to the intention of the parties.
2. In the case of conflict between the different language versions of these general terms and conditions, the Dutch text, which is the only authentic version, prevails.
16. Applicable law and competent court
1. All agreements between Portelio Attorneys and the Client are exclusively governed by Belgian law, to the exclusion of the application of the Belgian private international law.
2. In the event that a dispute between Portelio Attorneys and the Client is brought before a court, according to the choice of Portelio Attorneys and in accordance with the applicable legal subject-matter competencies the dispute shall be brought before (i) either the Justice of the Peace Court of the First Canton of Ghent, (ii) or the Court of First Instance of East Flanders, Ghent Department, (iii) or the Commercial Court of Ghent, (iv) or the Justice of the Peace Court of the Fourth Canton of Antwerp, (v) or the Court of First Instance of Antwerp, Antwerp Department, (vi) or the Commercial Court of Antwerp, Antwerp Department, to the exclusion of any other forum. An exception to this §2 applies where the Client is a consumer in the sense of the Code of Economic Law, in which case the materially-competent court of the Client’s domicile shall have exclusive jurisdiction.
17. Correspondence via fax or scan
These general terms and conditions are validly accepted by a scan or fax of signed originals. The Client agrees to their validity without Portelio Attorneys being required to provide a countersigned copy.
The Client,
Name:
Position:
Date:
ANNEX 1. DATA PROTECTION PROVISIONS
The provisions of this annex are applicable only and for as much as Portelio Attorneys, in the context of its services (as described in the present General Terms and Conditions), processes personal data of certain data subjects on behalf of - and at the instruction of the Client.
1. Definitions
In this annex, the following words or expressions, when written with a capital letter, shall have the following meaning:
“Data Subject(s)”: The identified or identifiable natural person(s) (in the sense of Article 4.1) GDPR whose Personal Data is processed, including the categories of Data Subjects outlined in Article 2 below;
“Data Breach”: A breach linked to Personal Data in the sense of Article 4, 12) GDPR, namely a breach of security leading to the accidental or unlawful destruction, loss, alteration, (whether temporary or not) unavailability or the unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed;
“Services”: The services performed by Portelio Attorneys as outlined in these General Terms and Conditions;
“GDPR”: Regulation (EU) 2016/679 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);
“Standard Contractual Clauses”: The standard contractual clauses which according to a decision of the European Commission on the basis of Article 26.4 of Directive 95/46/EC provide adequate guarantees of lawful transfers of personal data to third countries, or clauses relating to data protection as laid down by the European Commission or the relevant supervisory authority (including the Data Protection Authority) and approved by the European Commission in accordance with the committee procedure referred to in Article 93.2 GDPR. Contractual clauses relating to data protection adopted in accordance with the GDPR shall have precedence over any standard contractual clauses adopted on the basis of Directive 95/46/EC and replace them in as much as they cover the same type of relationship for the transfer of personal data;
“Annex”: This annex;
“Personal Data”; All information or data of or relating to (a) Data Subject(s), in the sense of Article 4.1) GDPR;
“Processing”, “Process” of “Processed”: Processing of, or relating to Personal Data in the sense of Article 4.2) GDPR, namely each operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
“Data Protection Legislation”: Until 24 May 2018, Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and its transposition into the relevant national legislation (including the Data Protection Act of 8 December 1992); and from 25 May 2018, the GDPR together with other legislation arising from the aforesaid Directive and the GDPR and/or all other legislation of any other nation relating to the protection of personal data or privacy.
2. Description of Processing
2.1. Subject - nature: for the performance of, and in the context of certain Services, Portelio Attorneys may Process certain Personal Data of Data Subjects at the instruction of the Client.
2.2. Personal Data: the Personal Data to be processed, is all Personal Data communicated to Portelio Attorneys by the Client in order to make possible or facilitate the performance of the relevant Services.
2.3. Data Subjects: Data Subjects can be, amongst others, clients or personnel of the Client, or other persons which the Client may encounter during the performance of his business.
2.4. Aim: the aim of this Processing is to provide the relevant services to the Client.
2.5. Duration: as a rule, Personal Data is only Processed by Portelio Attorneys during the term of the Contract, and is kept no longer than required for the purposes, unless special legal provisions apply to its retention or Processing (such as, amongst others, the five-year period in Article 2276bis of the Civil Code).
3. Processing by Portelio Attorneys
3.1. Instructions of the Client
3.1.1. Portelio Attorneys shall Process the Personal Data exclusively on the basis of the Client’s instructions, except where deviating legal obligations apply, in which case Portelio Attorneys shall notify the Client prior to the Processing, unless such notification is forbidden by law.
3.1.2. The Client authorizes and hereby instructs Portelio Attorneys to Process Personal Data in accordance with the Annex. This Annex and the relevant Services performed by Portelio Attorneys together comprise the complete instructions from the Client to Portelio Attorneys regarding the Processing of Personal Data. Any supplementary or alternative instructions must be given separately in writing, and must be agreed by the Parties.
3.1.3. The Client declares and warrants that he is and remains authorized to give the aforementioned instructions on behalf of any enterprise affiliated with him who is, or may be, controller of the Processing of Personal Data of Data Subject (whether or not jointly with the Client) ).
3.2. Obligations of the Client
3.2.1. The Client shall respect data-protection legislation. He shall take all appropriate and organizational measures to ensure that the Processing of Personal Data of Data Subjects complies with the GDPR. In particular, the Client shall take the required measures relating to components that the Client provides, administered or controlled by the Client, including work stations from which a connection is made to the Services of Portelio Attorneys, systems used for data transfer and for its personnel or appointees (including employees, subcontractors and freelance employees).
3.2.2. The Client is responsible for the lawfulness of the (collection and/or Processing of) Personal Data Processed by Portelio Attorneys in the context of the Annex and/or the relevant services. The Client shall take all necessary measures to update the Personal Data, and to erase and/or correct incomplete or inaccurate Personal Data.
3.2.3. The Client declares and guarantees that:
- He respected the applicable data protection Legislation during the collection and Processing of Personal Data from Data Subjects;
- He has provided the Data Subjects adequate information on their rights and duties (according to Articles 13-14 GDPR), in particular on the Processing by Portelio Attorneys (or by lawyers or a law firm) on behalf of and at the instruction(s) of the Client;
- The Processing of Personal Data in the context of the Annex and/or the relevant Services is lawful;
- His personnel and appointees (including employees, subcontractors and freelance staff) are aware of and will respect the obligations on the basis of this Annex and the data protection Legislation.
3.2.4 If respect of the data protection Legislation requires any action or measure on the part of Portelio Attorneys, in addition to the obligations pursuant to this Annex, Portelio Attorneys shall perform such action or take such measure after prior consultation with the Client and with his consent. The latter shall always inform Portelio Attorneys in advance of the actions or measures required, provide full cooperation and assistance to Portelio Attorneys, and remunerate the latter at prices in line with the market as agreed between the Parties for work which requires additional services, investment or adaptation of the Services in this context.
3.2.5. However, Portelio Attorneys is not responsible for the respect of any legislation which applies to the Client or his activities, and which is not generally applicable to Portelio Attorneys.
3.3. Transfer of Personal Data outside the European Union
3.3.1. Each transfer of Personal Data to ((group) companies, third parties, service providers or servers in) nations aside from a Member State of the European Union, shall take place in accordance with data protection Legislation.
3.3.2. Portelio Attorneys does not operate inspections at, nor is it responsible for, the location from which the Client or his end users (may) Process Personal Data.
3.4. Disclosure of Personal Data
3.4.1. Portelio Attorneys shall only pass on or transfer Personal Data to third parties:
- at the Client’s instruction(s);
- if this is required for Processing of Personal Data by a sub-processor in accordance with Article 3.6 below;
- if this is required by law.
3.4.2. If Personal Data is passed on to a third party at the instruction(s) of the Client, the latter shall be solely responsible for concluding written data protection agreements with this third party, where applicable including the required Standard Contractual Clauses. At any event, the Client shall fully compensate Portelio Attorneys and fully indemnify it against any damage arising from such transfer to a third party by Portelio Attorneys, unless the aforesaid damage is solely attributable to a proven shortcoming of Portelio Attorneys.
3.4.3. Portelio Attorneys guarantees that its personnel, acting under the authority of Portelio Attorneys, who are authorized to process his Personal Data and have access to it, shall respect the confidentiality of the Personal Data.
3.5. Security Measures
Portelio Attorneys shall take all appropriate technical and organizational measures for security of the Processing required in compliance with Article 32 GDPR.
3.6. Use of Sub-Processors
3.6.1. The Client acknowledges that Portelio Attorneys may use sub-processors for the Processing of Personal Data and transmit Personal Data to them, and explicitly permits this.
3.6.2. Portelio Attorneys shall provide the Client advance information on all sub-processors which will process Personal Data in the context of performance of the Services. Portelio Attorneys shall also inform the client of any change of sub-processor(s). If the Client does not agree to the Processing of Personal Data by one or more sub-processors, the Client shall notify Portelio Attorneys of this in writing within fifteen (15) calendar days of receiving the aforesaid notification. If necessary, Portelio Attorneys shall make all reasonable efforts to propose changes to the Client, with the aim of avoiding the Processing of Personal Data by the sub-processor(s) in question.
3.6.3. By signing this Annex, the Client grants Portelio Attorneys permission to use sub-processors.
3.6.4. Portelio Attorneys shall conclude with each such sub-processor written agreements, containing obligations which are not less protected than the obligations of Portelio Attorneys on the basis of this Annex, including required Standard Contractual Clauses, and in particular regarding the obligation to take appropriate security measures to ensure compliance of the Processing with Data Protection Legislation.
3.6.5. At any event, Portelio Attorneys shall always remain the Client’s point of contact in this context. If the relevant processor fails to respect his data-protection obligations, Portelio Attorneys shall remain responsible for the sub-processor’s respect of Portelio Attorney’s obligations pursuant to this Annex.
3.7. Rights of the Data Subjects
3.7.1. Taking into account the nature of the Processing of Personal Data, and in as much as possible, Portelio Attorneys shall cooperate with and assist the Client with (obtaining) the respect of his obligations on the basis of Data Protection Legislation, in particular, to allow the Client to fulfil his obligation(s) to respond to requests from Data Subjects exercising their rights. The Client shall enable Data Subjects to exercise their rights. The client shall provide the Data Subject all necessary information concerning the Processing of Personal Data in accordance with Articles 13-14 GDPR.
3.7.2. If a Data Subject contacts Portelio Attorneys directly, in order to obtain access/a copy, rectification or removal of, or a limitation of Processing of his/her Personal Data, Portelio Attorneys shall refer the Data Subject in question to the Client. Portelio Attorneys itself shall not pursue this request any further. However, Portelio Attorneys may, by way of support, provide the Data Subject in question with the basic contact details of the Client. The Client shall inform Data Subjects that they may only exercise their rights in respect of the Client. The Client shall respond to every such request of a Data Subject, and fulfil his obligations concerning this pursuant to Data Protection Legislation.
3.8. Notifications, inspections and audits
3.8.1. Unless this is forbidden by law, Portelio Attorneys shall inform the Client without unreasonable delay if Portelio Attorneys or one or its sub-processors receives a request, summons or request for inspection or audit from a competent government instance in the context of the Processing of Personal Data. Portelio Attorneys shall likewise inform the Client if Portelio Attorneys intends to hand over Personal Data to a competent government instance outside the context of these Services.
3.8.2. Portelio Attorneys shall immediately notify the Client if in its opinion an instruction or task of the Client results in an infringement of data-protection legislation.
3.8.3. At the Client’s request, Portelio Attorneys shall provide the former all information in order to allow him to fulfil his obligations on the basis of Article 28 GDPR.
3.8.4. The Client has the right to monitor respect of Data Protection Legislation. To this end, the Client may by written request giving thirty (30) days’ advance written notice, have an expert perform an audit once every twelve (12) months (unless (i) the audit is requested by a competent supervisory authority in accordance with Data Protection Legislation or (ii) following a Data Breach).
3.8.5. Prior to such audit or inspection, the Client shall always inform Portelio Attorneys of its scope and duration, and agree the conditions of it in consultation with Portelio Attorneys
3.8.6. Portelio Attorneys shall provide the necessary reasonable assistance and cooperation for such inspections and audits. The Client shall pay for all assistance in this context at the market-compliant rate agreed between the Parties.
3.8.7. The Parties agree that the performance of such inspections or audits may not unnecessarily delay, disrupt or restrict the business activities of Portelio Attorneys and/or the performance of the Services. In the event of such delay, disruption or restriction, Portelio Attorneys shall notify the Client of this, and the Parties shall attempt to find a solution as quickly as possible in consultation.
3.8.8. The Client shall immediately notify Portelio Attorneys, in writing, of any shortcomings detected during an inspection or audit. The Client shall send Portelio Attorneys a draft (audit) report, free of charge. This report, and any other information to which the Client or the appointed expert gains access in the context of an audit, is and shall remain strictly confidential.
3.8.9. The Client shall pay the full costs arising from audit by the Client (except the costs of the personnel, appointees or lawyers of Portelio Attorneys supervising the inspection or audit). The Client may not request Portelio Attorneys for any reimbursement of these costs.
3.9. Data Breaches
3.9.1. Portelio Attorneys shall notify the Client of every Data Breach, without unreasonable delay, directly on learning of it, regardless of its cause.
3.9.2. Portelio Attorneys shall immediately notify the Client of any security incident or safety issue, including Data Breach, that is in any way linked to the Services.
3.9.3. The Party responsible for the Data Breach shall investigate the Data Breach further, and keep the other Party informed of any fresh developments and of the measures which are being taken and which will be taken, in order to limit the effects of the Data Breach, and prevent it reoccurring.
3.9.4. However, both Parties shall work together on such an investigation, and assist each other with the respect of their obligations (by third parties) pursuant to Data Protection Legislation, in particular, the obligation on the basis of Article 33 GDPR to report a Data Breach to the Data Protection Authority.
3.9.5. A notification or report based on the present Article 3.9 and/or Data Protection Legislation always occurs without (prejudicial) acknowledgement of any fault or liability relating to the Data Breach.
3.10. Data Protection Impact Assessments (DPIA)
If, pursuant to Article 33 GDPR, the Client is obliged to perform a DPIA (translation: (Translator: translation of DPIA into the Dutch language), Portelio Attorneys shall provide the Client the necessary cooperation and assistance in order to allow the latter to fulfil his obligations. Such assistance is to be paid for in accordance with the rates agreed between the parties.
3.11. Removal and return of Personal Data
3.11.1. In the event of termination of the agreement (and this Annex), Portelio Attorneys shall delete or render anonymous all Personal Data of the Data Subjects as Processed on his systems (except for any back-up or archives) in the context of this Annex, within sixty (60) days of the aforesaid termination, unless the Client gives other instructions or (further) storage of the Personal Data is imposed by law.
3.11.2. If the Client requests this in writing, no later than thirty (30) days prior to termination of the Agreement, Portelio Attorneys shall send him a copy of the Personal Data on its systems, this at the (entire) expense of the Client.
4. Liability in the context of the Processing
4.1. The Client is liable for and shall fully indemnify Portelio Attorneys, in principal, interest and (lawyer’s) costs, against all damage (including sanctions (such as administrative fines) imposed by supervisory authorities (such as the Data Protection Authority) and damage suffered by Data Subjects or Portelio Attorneys), which results from the Client’s failure to respect his obligations on the basis of this Agreement and/or Data Protection Legislation.
4.2. The provisions of Article 8 of the General Terms and Conditions remain fully applicable.