Introduction

Pierrot, the online ticketing assistant (hereinafter the “Pierrot Application”) is an initiative of Waanzin VOF, registered with the Crossroads Bank for Enterprises (“Kruispuntbank van Ondernemingen” or “KBO”) under number 0756.687.496 (hereinafter “Waanzin”, “we” or “us”).

In addition to the Pierrot Application, Waanzin may also provide ancillary services, whether as part of or separately from the Pierrot Application, including, without limitation, website development and application development services (hereinafter “Additional Services”).

These General Terms and Conditions (hereinafter “General Terms and Conditions”) govern the contractual relationship between Waanzin and the Client in connection with the Client’s use of the Pierrot Application, the provision of the Additional Services, or any combination thereof.

To the extent the Client uses the Pierrot Application, these General Terms and Conditions Terms shall remain in full force and effect for as long as the Client has access to the Pierrot Application. Any provisions which by their nature are intended to survive termination or expiry of the Client’s Account shall so survive.

Waanzin may be contacted using the contact details set out below:

E-mail: hi@pierrot.io
Registered mail: Wolterslaan 123, 9040 Ghent, Belgium

Definitions

In these General Terms and Conditions, the following terms shall have the meanings set out below:

“Account”: a registered account for the Pierrot Application through which the Client may access and use the online ticketing assistant;

“Additional Services”: any ancillary services provided by Waanzin, as further described in article 3.2 of these General Terms and Conditions;

“Client Data”: all data and information relating to the Client and/or any End User, including identity and contact details, event details, and any other information or content received, collected, generated, or otherwise processed through the Pierrot Application;

“Client”: any business or organisation that wishes to use the Pierrot Application and/or any Additional Services offered by Waanzin;

“DPA”: the Data Processing Agreement governing the processing of personal data by Waanzin on behalf of the Client, as set out in Schedule I;

“End User”: any natural person who interacts with an Event or any Event-related Content published or otherwise made available by the Client on or through the Pierrot Application;

“Event”: any event organised by the Client in respect of which the Client uses, or wishes to use, the Pierrot Application;

“Event-related Content”: any and all content, materials, and information relating to an Event that are published or otherwise made available by the Client on or through the Pierrot Application;

“Pierrot Application”: the online ticketing assistant made available by Waanzin at www.pierrot.io;

“Services”: collectively, the Pierrot Application and any Additional Services.

Any terms used in these General Terms and Conditions that are not expressly defined herein shall have its ordinary and commonly accepted meaning in the English language, interpreted in light of the context in which it is used.

Services and scope

The Pierrot Application is an online web-application, available through the website www.pierrot.io, offered by Waanzin. The Pierrot Application includes, among other features:

• Invitations and guest list management;
• A mobile ticket scanning tool;
• (Automated) messaging services;
• Custom forms and brand color customization; and
• Various ticket and invoicing options.

Furthermore the Pierrot Application comes with a free mobile application, available on both iOS and Android. A more detailed overview of the features is available a www.pierrot.io/features.

Next to the Pierrot Application, Waanzin may, at the Client’s request, provide Additional Services, including, without limitation, website development, application development, and any other services as may be agreed between the parties from time to time.

Any quotation, proposal, estimate, scope of work, or other offer issued by Waanzin in connection with such Additional Services shall be non-binding and provided for information purposes only, unless expressly stated otherwise in writing by Waanzin.

No agreement relating to any Additional Services shall come into effect unless and until Waanzin has expressly accepted the Client’s request in writing or has commenced performance of the relevant Additional Services. Waanzin shall at all times remain free to refuse any request for Additional Services at its sole discretion unless it has expressly agreed otherwise in writing.

Waanzin provides digital services only and does not act as an intermediary, agent or representative in relation to any Event or any transaction between the Client and End Users. Waanzin does not guarantee the sale of any tickets and is not a party to any agreement concluded between the Client and any End User.

Account creation

Any Client wishing to use the Pierrot Application must create an Account. To do so, the individual creating the Account on behalf of the Client must:

• Be at least eighteen (18) years of age;
• Provide Waanzin with complete, accurate and up-to-date information; and
• Have the legal capacity and authority to accept these General Terms and Conditions on behalf of the Client.

As a condition precedent to the Client’s access to and use of the Pierrot Application, the Client shall be required to accept these General Terms and Conditions and the Privacy Statement. Accordingly, during the registration process, the individual creating the Account on the Client’s behalf represents and warrants that he or she has duly read and accepted these General Terms and Conditions and the Privacy Statement for and on behalf of the Client, and that he or she has the full power and authority to bind the Client thereto. If the Client does not accept these General Terms and Conditions and the Privacy Statement, the Client is not allowed to access, register for, or use the Pierrot Application.

Waanzin reserves the right to suspend or terminate any Account, or to deny the Client access to the Pierrot Application or any services made available through it, with immediate effect, if the Client has provided any inaccurate, incomplete or misleading information, has breached these General Terms and Conditions, or if Waanzin reasonably believes that the Client has breached these General Terms and Conditions, engaged in fraud or any other form of misuse of the Pierrot Application, interfered with or disrupted the proper functioning of the Pierrot Application, or acted in a manner that may harm the reputation or legitimate interests of Waanzin or any third party.

The Client may terminate its Account at any time. Following such termination, the Client Data may be retained for such period as is necessary to comply with applicable legal obligations and to satisfy legitimate operational requirements, after which such data shall be deleted or anonymised in accordance with our Privacy Statement or DPA.

The Client shall remain solely responsible for all persons who access the Account on its behalf, for all use made of the Account, and for the accuracy of the Client’s information.

Use of the Pierrot application

The Client is solely responsible for all Event-related Content published, uploaded or otherwise made available by or on behalf of the Client on or through the Pierrot Application or otherwise shared with End Users.

The Client shall ensure that all such Event-related Content:

• Complies with all applicable laws and regulations;
• Is accurate, complete and truthful;
• Does not infringe any third-party rights, including intellectual property rights, privacy rights or personality rights;
• Does not engage in any fraudulent, misleading, unlawful, discriminatory or defamatory conduct;
• Is not confidential or subject to any duty of non-disclosure; and
• Does not contain any advertising, spam, unsolicited bulk communications, chain letters, pyramid schemes, viruses, worms, malicious code or any other unlawful, harmful or objectionable material.

The Client represents and warrants that it has obtained all rights, licences, consents and permissions necessary to publish or otherwise make available any Event-related Content on or through the Pierrot Application. The Client shall indemnify, defend and hold harmless Waanzin from and against any claims, losses, damages, liabilities, costs and expenses arising out of or in connection with any breach of this clause.

The Client shall not use, and shall not permit any third party to use, any bot, script, application, plug-in, extension or other automated or manipulative technique intended to cause content on the Pierrot Application to be displayed incorrectly or otherwise interfere with the proper functioning of the Pierrot Application. Event-related Content published or made available by the Client must not contain any viruses, worms or other malicious code.

Waanzin reserves the right to make technical adjustments to any Event-related Content published or made available by the Client on or through the Pierrot Application as it deems necessary to improve the accessibility or display of the Event-related Content, including on mobile devices.

Pricing

Waanzin offers various pricing models for the use of the Pierrot Application, as amended from time to time, depending on the type of organisation and/or the selected ticketing modality. Details of the pricing models currently offered by Waanzin, together with the applicable fees, are available at www.pierrot.io/pricing.

The fees consist of a fixed component and a variable component calculated by reference to the ticket price set by the Client. The variable component depends on the Client’s business category and the manner in which the ticket is sold or the registration is processed. Unless otherwise agreed, the standard rate applies to online and back-office sales or registrations, and a reduced rate applies to tickets sold at the door. In all cases, the fee per ticket shall be capped at 25 euro, so that no higher fee shall be payable in respect of any individual ticket irrespective of the ticket price set by the Client.

The Client acknowledges and accepts that, where it elects to enable online payments through the Pierrot Application, additional payment processing fees shall apply.

Additional Services may be ordered separately from, or in addition to, the Client’s use of the Pierrot Application. The fees applicable to such Additional Services shall be agreed separately between Waanzin and the Client, taking into account the nature, scope, and complexity of the services to be provided.

All fees communicated by Waanzin to the Client in connection with the use of the Pierrot Application and/or any Additional Services are stated in euro and are exclusive of VAT, unless expressly stated otherwise.

Payment

Regarding the use of the Pierrot Application, Waanzin shall issue invoices automatically at the end of each calendar quarter. No invoice shall be issued for any quarter during which the Client has not sold any tickets.

Any Additional Services may be invoiced separately, as agreed between Waanzin and the Client.

Where applicable, invoices may be issued and transmitted to the Client electronically via the Peppol network using the Peppol identifier provided by the Client. The Client shall ensure that its Peppol registration details and invoicing information remain accurate and up to date at all times. Any invoice transmitted via the Peppol network shall be deemed duly delivered on the date of successful transmission.

Where the Client is not required to receive invoices via the Peppol network, invoices shall be sent electronically by e-mail to the contact details provided by the Client.

The Client remains solely responsible for ensuring the proper receipt and processing of invoices within its own systems.

All invoices shall be due and payable within thirty (30) days from the invoice date.

All complaints relating to invoices must be notified to Waanzin by registered mail within eight (8) days from the invoice date, failing which the relevant invoice shall be deemed to have been definitively accepted in full and without reservation.

In the event of late payment of any invoice, the Client shall, automatically and without prior notice of default, be liable to pay default interest on the overdue amount from the day following the due date until the date of full payment, at the rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (“Wet betreffende de bestrijding van de betalingsachterstand bij handelstransacties”).

In addition, if an invoice remains unpaid on its due date, the Client shall be liable, automatically and without prior notice of default, to pay a lump-sum indemnity equal to ten per cent (10%) of the overdue principal amount, with a minimum of forty (40) euro, without prejudice to Waanzin’s right to claim compensation for any higher recovery costs and losses actually incurred to the extent permitted by applicable law.

Without prejudice to any other rights or remedies available to Waanzin, any failure by the Client to pay an invoice on its due date shall entitle Waanzin to suspend the performance of its obligations, in whole or in part, and/or to terminate the agreement with immediate effect, to the extent permitted by applicable law.

Requests for information and complaints

The Client acknowledges and agrees that Waanzin may forward to the Client any requests for information and any complaints received from an End User in relation to an Event, for the Client’s handling. The Client undertakes to deal with and respond to such requests and complaints within a reasonable period of time.

For any inquiries or complaints relating to the Services, the Client may contact Waanzin using the contact details set out in Article 1. Where possible, Waanzin shall acknowledge receipt of any such request for information or complaint by e-mail. Waanzin shall use reasonable efforts to handle such request or complaint as soon as reasonably possible and, in any event, within one (1) month.

Features & Availability

The Pierrot Application is made available to the Client on an “as is” and “as available” basis as from the moment the Client creates an Account. Waanzin reserves the right, at its sole discretion, to update, modify, suspend, or discontinue the Pierrot Application or any of its features, and to amend its layout, functionalities, or technical specifications at any time.

The features of any Additional Services shall, to the extent relevant, be agreed upon separately between Waanzin and the Client in light of the specific services to be provided.

While Waanzin undertakes to ensure the availability and proper functioning of the Pierrot Application and, where applicable, any Additional Services, it does not warrant that the Services will be available uninterruptedly, on a timely basis, securely, or free from errors, defects, bugs, or other technical malfunctions. The provision of the Services may be suspended, interrupted, or otherwise adversely affected, including for maintenance, updates, remedial works, or as a result of failures or disruptions affecting third-party providers, communication networks, hosting services, internet service providers, or any other infrastructure on which the Services rely.

Intellectual property

The Pierrot Application, including all related software, source code, object code, functionality, features, designs, layouts, interfaces, databases, content, documentation and all improvements, modifications and updates thereto, is and shall remain the exclusive property of Waanzin and/or its licensors. All intellectual property rights and other proprietary rights in and to the Pierrot Application are vested in Waanzin and/or its licensors and are protected by applicable intellectual property laws.

By creating an Account, the Client is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Pierrot Application for the duration of the agreement and solely for its internal business purposes in accordance with these General Terms and Conditions. Except for such limited right of use, nothing in these General Terms and Conditions shall be construed as transferring or assigning to the Client any intellectual property rights in, on or pertaining to the Pierrot Application or any part thereof.

The Client shall not use, reproduce, modify, distribute, communicate to the public, exploit or otherwise make use of any trade marks, trade names, content or other protected elements displayed on or made available through the Application, except with the prior written consent of Waanzin, the relevant licensor or other rights holder, or as otherwise expressly permitted under applicable law.

To the extent that the Client publishes or otherwise makes available any Event-related Content on or through the Pierrot Application in which it owns or controls any intellectual property rights or other proprietary rights, the Client hereby grants to Waanzin a non-exclusive, worldwide, transferable, sublicensable, royalty-free licence to use, host, store, cache, reproduce, display, communicate to the public, make available, and otherwise process such Event-related Content solely as necessary to provide, operate, maintain, support, and improve the Pierrot Application. This licence shall remain in effect for as long as the relevant Event-related Content is made available on or through the Pierrot Application and, to the extent reasonably required for backup, archival, evidentiary, legal, regulatory, or compliance purposes, for a limited period thereafter.

In the event that Waanzin and the Client agree on the provision of any Additional Services, any intellectual property rights in or relating to such Additional Services shall, to the extent applicable, vest in or be assigned to the Client only upon Waanzin’s receipt in full of all amounts due and payable in respect of such Additional Services.

Waanzin shall, at the Client’s reasonable request, cooperate in completing and executing any documents, acts, or formalities that may be necessary to give full effect to the transfer or vesting of such intellectual property rights, provided that the Client bears all reasonable costs associated therewith.

The Client hereby grants Waanzin the right to use the Client’s trade name, trademarks, logos and other distinctive signs, as well as any Event-Related Content lawfully made available by the Client on or through the Pierrot Application, for reference purposes and in connection with the promotion of Waanzin’s Services, unless the Client objects thereto in writing.

Processing of personal data

Waanzin processes the Client’s personal data and the personal data of its affiliates, representatives and other related persons to the extent necessary for the provision of the Services. In that respect, Waanzin acts as a controller within the meaning of the General Data Protection Regulation (“GDPR”). Such processing shall be governed by Waanzin’s Privacy Statement.

In addition, Waanzin may process personal data of End Users through the provision of the Pierrot Application and/or any Additional Services on behalf of the Client. In that respect, Waanzin acts as a processor within the meaning of the GDPR. Such processing shall be governed by Waanzin’s DPA set out in Schedule I.

Notwithstanding anything to the contrary in the DPA, Waanzin shall retain and store all Client Data for so long as the Client so instructs or reasonably requires. The Client acknowledges and agrees that it shall remain solely responsible for determining and implementing its own data retention periods, policies, and procedures, and for ensuring that the retention and storage of Client Data complies at all times with its internal retention requirements and all applicable data protection laws, including the GDPR. For the avoidance of doubt, Waanzin shall have no responsibility or liability whatsoever in respect of the Client’s retention decisions or the Client’s compliance with any applicable legal or regulatory retention obligations.

Waanzin shall not be liable for the accuracy, completeness or reliability of any data originating from End Users or of any other data received by the Client through the Pierrot Application.

Indemnification & limitation of liablility

The Client shall remain solely responsible and liable for any and all Event-related Content published, uploaded, submitted, transmitted, or otherwise made available by or through the Client on or via the Pierrot Platform, as well as for the organisation, management and operation of each Event, including all decisions, acts, omissions, representations, ticketing conditions, access arrangements, scheduling, cancellations, safety measures, regulatory compliance and the performance of any obligations owed to End Users in connection with such Event.

The Client shall handle and resolve all complaints, claims, or disputes raised by any End User in relation to the Event, the Event-related Content, or any act or omission of the Client. The Client shall indemnify, defend and hold harmless Waanzin from and against any and all claims, actions, demands, losses, damages, liabilities, costs and expenses (including reasonable legal fees) brought by any End User or other third party arising out of or in connection with the Event-related Content or the organisation, management or operation of the Event, except to the extent such claim arises directly from Waanzin’s own fraud, wilful misconduct, or liability that cannot be excluded or limited under applicable mandatory law.

Waanzin provides digital services only, does not act as an intermediary, agent or representative in relation to any Event, and is not a party to any agreement between the Client and any End User.

To the maximum extent permitted by applicable law, Waanzin shall only be liable for damages that are the direct, foreseeable and personal result of its attributable breach of its contractual obligations under the present General Terms and Conditions.

Waanzin shall not be liable for any indirect or consequential damages, including, without limitation, loss of profit, loss of turnover, loss of revenue, loss of business, loss of opportunity, loss of contracts, loss of anticipated savings, loss of goodwill, reputational damage, loss or corruption of data, increased operating costs, or claims by third parties, even if Waanzin was informed of the possibility of such damages.

In all cases where Waanzin may be held liable, its total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, statute or otherwise, shall be limited to the lower of (i) the total fees actually paid by the Client under these General Terms and Conditions during the twelve (12) months preceding the event giving rise to the claim, and (ii) the amount effectively paid out under Waanzin’s applicable liability insurance policy for the relevant claim.

Nothing in this Agreement shall exclude or limit Waanzin’s liability to the extent such exclusion or limitation is prohibited by applicable mandatory law, including in case of Waanzin’s wilful misconduct, fraud, or where liability cannot legally be excluded or limited.

Any claim by the Client against Waanzin must, on pain of forfeiture, be notified in writing, with a reasonably detailed description of the grounds of the claim, within thirty (30) calendar days after the Client became aware, or should reasonably have become aware, of the facts giving rise to the claim, except where such limitation is not permitted under applicable mandatory law.

To the fullest extent permitted by applicable law, Waanzin shall not be liable for any loss, damage, cost or expense incurred by the Client as a result of, or in connection with, any services performed by third parties.

Force Majeure

Neither Party shall be liable for any delay in performance or failure to perform its obligations under these General Terms and Conditions to the extent such delay or failure results from an event or circumstance beyond its reasonable control, including any event of force majeure. Force majeure includes, without limitation, natural disasters, fire, flood, war, acts of terrorism, civil unrest, riots, strikes or other industrial action, epidemics, pandemics, interruption or failure of utilities or telecommunications networks, cyberattacks, failures of hosting or internet service providers, acts or omissions of public authorities, and any other event that could not reasonably have been foreseen, prevented, or overcome.

The affected party shall notify the other party without undue delay of the force majeure event and shall use reasonable efforts to mitigate its effects. The obligations affected by the force majeure event shall be suspended for the duration of the event. If the force majeure event continues for more than thirty (30) days, either party may terminate the agreement, in whole or in part, by written notice, without liability, provided that all services performed and amounts accrued prior to the effective date of termination shall remain due and payable.

Miscellaneous

Entire agreement – These General Terms and Conditions constitute the entire agreement between Waanzin and the Client with respect to the use of the Pierrot Application and/or the Additional Services and supersede all prior letters of intent, agreements, contracts, arrangements, representations and understandings between Waanzin and the Client, whether oral or in writing, relating to the same subject matter.

No waiver - No failure or delay by Waanzin in exercising any right, power or remedy under these General Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof. Any waiver shall be effective only if made expressly and in writing.

Severability - If any provision of these General Terms and Conditions, or any part thereof, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. In such event, the invalid, illegal or unenforceable provision shall be deemed severed from these General Terms and Conditions, and the remainder shall remain in full force and effect.

Language versions – The English language version of these General Terms and Conditions shall be deemed the original and authentic version between the parties. In the event of any inconsistency, ambiguity or discrepancy between the English language version and any translation thereof, the English language version shall prevail exclusively.

Amendment - Waanzin reserves the right to amend these General Terms and Conditions from time to time. Waanzin shall notify the Client, using the email address provided by the Client, of any amendments that materially affect the Services no later than one (1) week before such amendments take effect. Continued use of the Pierrot Application by the Client after receipt of such notice shall constitute acceptance of the amended General Terms and Conditions.

Complaints and disputes - In the event of any complaint or dispute between Waanzin and the Client, the Client is encouraged first to submit a written complaint to Waanzin using the contact details set out in Article 1 and, where appropriate, to consider alternative dispute resolution with a view to reaching an amicable settlement. Nothing in these General Terms and Conditions shall prevent the Client however from bringing a claim before the competent courts.

Applicable law and jurisdiction – These General Terms and Conditions, and any use of the Pierrot Application, shall be governed by and construed in accordance with Belgian law. Any dispute arising out of or in connection with these General Terms and Conditions or the use of the Pierrot Application shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Ghent.

Subject matter

In fulfilling the Services as set out in the General Terms and Conditions, Waanzin may, acting as Processor, process certain Personal Data on behalf of the Client, acting as Controller. Waanzin shall Process the Personal Data in accordance with the provisions of this Schedule I.

Waanzin shall only use the Personal Data to ensure proper performance of the Services in accordance with the provisions of this Schedule I. Waanzin undertakes not to use the Personal Data for its own purposes. The specific purpose of the Processing Activities is further described below in Article 2 of this Schedule I.

Both Waanzin and the Client expressly undertake to comply with the provisions of the applicable Data Protection Legislation and shall not do or omit to do anything which may cause the other Party to breach the applicable Data Protection Legislation.

Details of processing

Obligations of the processor

Processing based on written instructions - Waanzin shall only Process Personal Data on the basis of (i) the written instructions of the Client and in accordance with the Details of Processing as set out in Article 2 of this Schedule I, and (ii) its legal obligations. In the latter case, Waanzin shall notify the Client of that legal obligation prior to the Processing, unless the applicable legislation prohibits such notification for important reasons of public interest. Any Processing other than that described above is strictly prohibited. If Waanzin considers that the instructions of the Client violate the Data Protection Legislation, Waanzin shall immediately notify the Client unless the legislation prohibits such notification for important reasons of public interest.

Reliability and confidentiality - Waanzin guarantees the reliability of all its employees, representatives, contractors, or Subprocessors who may have access to Personal Data of the Client. It also guarantees that those individuals are bound by confidentiality, either by an appropriate statutory or deontological obligation or by a confidentiality agreement.

Security - Taking into account the state of the art, the cost of implementation, as well as the nature, scope, context, purposes of processing, and the risks to the rights and freedoms of individuals that vary in terms of probability and severity, Waanzin shall implement appropriate Security Measures to ensure a risk-appropriate level of security, which shall include, where appropriate, the measures referred to in Article 32 (1) of the GDPR. In particular, Waanzin shall protect the Personal Data against destruction, loss, alteration, unauthorized disclosure or access, and any other form of unlawful Processing. Waanzin shall also provide its full assistance to the Client in fulfilling its duties regarding the implementation of appropriate Security Measures to ensure an appropriate level of security.

Rights of Data Subjects - Taking into account the nature of the Processing, Waanzin shall, through the implementation of appropriate measures, assist the Client in fulfilling its obligation to respond to requests of Data Subjects intending to exercise their rights as granted to them by the applicable Data Protection Legislation. Waanzin shall inform the Client without undue delay of any request it receives from a Data Subject and shall not respond to such request without prior authorization and instruction from the Client.

Personal Data Breach - Waanzin shall inform the Client without undue delay upon Waanzin or a Subprocessor becoming aware of a Personal Data Breach or discovering circumstances that make it plausible that a Personal Data Breach has occurred. Waanzin shall provide assistance to the Client in fulfilling its obligations to report, investigate, manage, and remedy a Personal Data Breach under the applicable Data Protection Legislation.

Data Protection Impact Assessment and Prior Consultation - Waanzin shall provide its full assistance to the Client in conducting Data Protection Impact Assessments and/or Prior Consultations with competent Supervisory Authorities when the Client deems such exercise necessary based on the applicable Data Protection Legislation.

Information Obligation and Audit Right – Waanzin shall, upon the request of the Client, provide all information necessary to demonstrate compliance with this Schedule I. Furthermore, Waanzin shall facilitate audits, including inspections, by the Client or by an auditor authorized by the Client. Waanzin shall provide its full assistance to such audits.

Audit Right Supervisory Authority – Waanzin shall facilitate audits, including inspections, by the Supervisory Authority(ies) overseeing the Client to verify Waanzin’s compliance with this Schedule I and the applicable Data Protection Legislation.

Subprocessing – The Client hereby grants Waanzin a general authorisation to engage Subprocessors for the performance of the processing activities carried out on behalf of the Client. Waanzin shall ensure that any such Subprocessor is bound by written obligations providing a level of data protection substantially equivalent to that set out in this Schedule I and shall remain fully liable to the Client for the performance of the Subprocessor’s obligations.

Transfers to Third Countries or International Organisations – The Client acknowledges that, where necessary for the performance of the processing activities under this Schedule I, Waanzin may transfer Personal Data to countries outside of the European Economic Area (“EER”). Waanzin shall ensure that such transfers always take place in accordance with the obligations under the applicable Data Protection Legislation, including Chapter V of the GDPR.

Return or erasure of Personal Data - In the event of termination of the Agreement between the Client and Waanzin, or in the event the Personal Data is no longer relevant for the performance of the Services thereunder, Waanzin shall, at the choice of the Client, erase or return to the Client all Personal Data and Waanzin shall erase all existing copies thereof unless applicable legislation requires the storage of the Personal Data.

General provisions

Liability - Without prejudice to Article 12 of the General Terms and Conditions, Waanzin shall only be liable for the damage caused by the Processing if it has failed to comply with the obligations of the GDPR specifically directed to Processors or if it has acted outside or in violation of the lawful instructions of the Client. In no case shall Waanzin be liable if it proves that it is not responsible for the event that led to the damage. If it appears that both the Client and Waanzin are responsible for the damage caused by the Processing of Personal Data, both parties shall be liable and shall pay compensation in accordance with their individual share of responsibility for the damage caused by the Processing.

Precedence - This Schedule I is an integral part of the General Terms and Conditions. In the event of any conflict between this Schedule I and the main body of the General Terms and Conditions, the provisions of this Schedule I shall prevail.

Term - This Schedule I shall apply as soon as Waanzin Processes Personal Data on behalf of the Client and shall continue for as long as Waanzin Processes Personal Data on behalf of the Client. In the event of a breach by Waanzin of this Schedule I or the applicable Data Protection Legislation, the Client may unilaterally terminate the Agreement between Waanzin and the Client without legal process and with immediate effect by registered letter.

Definitions

For the purpose of this Schedule I, the following definitions apply:

“Data Protection Legislation”: (a) the GDPR and laws implementing or supplementing the GDPR, (b) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector, (c) any other applicable legislation, regulations and official binding recommendations by relevant supervisory authorities that have an impact on the Processing of Personal Data and privacy in the context of the activities of the Agreement and (d) any amendment or replacement of previous legislation;

“Agreement”: The agreement concluded between the Client and Waanzin, as governed by the General Terms and Conditions and this Schedule 1.

“Security Measures”: those measures aimed at protecting Personal Data against accidental or unlawful destruction or loss, as well as against non-authorised access, alteration or transmission;

"Subprocessor": any authorized Processor engaged by Waanzin as a subcontractor who agrees to process Personal Data for and on behalf of Waanzin in accordance with this Schedule I;

“Controller”, “Processor”, “Processing”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Prior Consultation”, “Special Categories of Personal Data”, “Supervisory Authority”, “Data Protection Impact Assessment”, “Third Country” and “International Organisations”: these terms shall have the meaning rendered to them by the GDPR.