12 Electronic Communications
We may correspond with you and others in respect of the Services by unencrypted email via the internet. You will be aware that internet email is not a secure or guaranteed means of communication and if you would prefer us to not to use it in respect of the Services, you must let us know. We may monitor electronic communications with a view to ensuring that we comply with applicable law.
13 Confidentiality
Each party to this Agreement acknowledges that the contents of this Agreement and the business affairs of the clients, their contacts or other related information of the parties are confidential and therefore all information acquired by either party concerning and consequent upon this Agreement shall be (except provided for below) treated as confidential and shall not be used otherwise than in connection with this Agreement or divulged to any other party. The exceptions to this clause are where disclosure is:
13.1 information which comes into the public domain other than by breach of this Agreement;
13.2 required by law or regulation or at the request of a regulatory authority; or
13.3 is reasonably necessary for the transaction of business by us.
14 Governing law and jurisdiction
This agreement shall be governed and construed in accordance with Belgian law and the parties submit to the exclusive jurisdiction of the Brussels’ courts in respect of any disputes or claims that may arise out of or in connection with this agreement.
15 Errors and Omissions and Indemnification
Each party will each have and maintain, at its own cost, errors and omissions insurance, and shall when requested to do so produce confirmation of such insurance. Such insurance will be in line with the requirements of each party’s home supervisory authority.
ICBA Belgium shall indemnify the Service Provider against any proven, foreseeable and fully mitigated claims (including reasonable legal fees and expenses) which the Service Provider may become legally obligated to pay (a) as a result of a loss sustained by the insured(s) caused by an error or omission by ICBA Belgium or (b) as a result of the breach of the terms of this agreement by ICBA Belgium, provided the Service Provider has not contributed to or compounded such error, omission or breach,
The Service Provider shall indemnify ICBA Belgium against any proven, foreseeable and fully mitigated claims (including reasonable legal fees and expenses) which ICBA Belgium may become legally obligated to pay (a) as a result of a loss sustained by the insured(s) caused by an error or omission by the Service Provider or (b) as a result of the breach of the terms of this agreement by the Service Provider, provided ICBA Belgium has not contributed to or compounded such error, omission or breach,
The obligation to defend, indemnify and hold harmless shall survive for a period of two (2) years after the effective date that this agreement is terminated.