Article 1 - Definitions
In these Terms and Conditions, the following terms shall have the meanings set out in this Article (when capitalised).
Innoverius means the company Innoverius BV, with VAT number BE 0723.477.666, having its registered office at Sint-Rochusstraat 7, 9200 Dendermonde, Belgium, and bank account number KBC IBAN BE78 7350 5176 9086.
Applications means the online user functionalities designed to facilitate the management of one or more business processes.
Access Rights means all contractual rights to obtain access to the Applications.
Customer means any natural or legal person acting for professional purposes, as well as any person who orders Applications and/or Services from Innoverius or enters into an agreement with Innoverius in the name of or on behalf of such legal person. It is assumed that every natural person is at least 18 years of age.
Customer Data means all content, information and data – including Personal Data – relating to prospects, business partners, clients and/or customers of the Customer (non-exhaustive list) that has been entered or uploaded by the Customer through the use of the Applications.
User means any person who has access to and is authorised to use the Applications through their personal login credentials.
Services means the one-time or additional services provided by Innoverius in connection with the technical installation, configuration, migration, upgrade or modification of the Applications.
Website means https://www.innoverius.com.
Documentation means any documentation provided by Innoverius concerning the Applications and the Website, including all documentation, tutorials and other materials available on the Website.
Privacy Statement means the privacy statement of Innoverius as published on the Website, specifying which Personal Data is processed by Innoverius and how such Personal Data is processed.
Term means the initial or renewed period of at least one year during which the Customer is entitled to use the Applications.
Communication means any message sent by Innoverius via email relating to the Applications, including product announcements, administrative emails and newsletters.
AI Functionalities means functionalities that make use of artificial intelligence, machine learning, retrieval augmented generation (RAG), generative AI or similar technologies.
Sub-processor means any third party engaged by Innoverius or its service providers to process certain Personal Data on behalf of Innoverius or on behalf of its customers in connection with the provision of the Applications and Services. Examples include providers of cloud hosting, storage, security services, communication platforms or AI Functionalities. Sub-processors may process Personal Data solely in accordance with contractual arrangements and applicable data protection legislation.
Data Processing Agreement (DPA) means the data processing agreement between Innoverius and the Customer governing the processing of Personal Data by Innoverius as Processor on behalf of the Customer in accordance with applicable data protection legislation. The DPA forms an integral part of the agreement between the parties and shall, with respect to the processing of Personal Data, prevail over these Terms and Conditions in the event of any conflict.
Article 2 - Scope of Application
These Terms and Conditions shall apply to all agreements between Innoverius and the Customer concerning the use of the Applications and the provision of Services by Innoverius. The Customer represents and warrants that it enters into the agreement exclusively for professional purposes. The services of Innoverius are intended solely for professional users and businesses. Consumer protection legislation (including Book VI of the Belgian Code of Economic Law) shall therefore not apply.
By ordering the Applications or entering into an agreement with Innoverius, the Customer acknowledges having read and accepted these Terms and Conditions and the Privacy Statement. The Terms and Conditions of Innoverius shall always prevail over any terms and conditions of the Customer, even where such terms and conditions state that they are the sole applicable terms and conditions.
The invalidity of one or more provisions of these Terms and Conditions, or any part thereof, shall not affect the validity and enforceability of the remaining provisions and/or the remainder of the provision concerned. In the event of invalidity, the provision concerned shall, through negotiations between the parties, be replaced by a valid and enforceable provision that most closely reflects its original purpose and economic effect. Should the parties fail to reach an agreement, the competent court may amend the invalid provisions to the extent permitted by law.
The failure by Innoverius to exercise any right, whether repeatedly or otherwise, shall only be construed as tolerance of a particular situation and shall not result in a waiver of rights.
These Terms and Conditions must be read together with the Privacy Statement of Innoverius and may be consulted at any time on the Website.
Article 3 - Offer
Catalogues, brochures, newsletters, offers, Communications from Innoverius and other promotional announcements, as well as announcements published on the Website, are non-binding and may only be regarded by the Customer as an invitation to order the Applications, unless expressly stated otherwise.
Any offer shall only be valid for (i) a specific order and shall therefore not automatically apply to any subsequent (similar) order, and (ii) the period specified in the offer.
Article 4 - Formation of the Agreement
Any prospective Customer may order the Applications and/or Services by contacting Innoverius through the Website.
An agreement shall be concluded when the Customer electronically signs and accepts the quotation and Innoverius electronically confirms the order. The mere submission of an order by the Customer shall not be sufficient. Performance shall commence as soon as Innoverius makes the Applications available or, in the case of Services, at the time specified in the confirmation.
Any amendments or additions to the agreement after one or more Applications have been made available and/or Services have been provided shall only be considered valid upon the express written approval of Innoverius.
Article 5 - Delivery
Following the conclusion of the agreement, the Customer shall be granted access to the Applications in the form of “Software-as-a-Service (SaaS)”. Such right of access shall only constitute a non-exclusive and non-transferable right to use the Applications.
Upon delivery, the Customer shall be deemed to carry out an initial inspection, including with respect to the Applications. The Customer is required to notify Innoverius of any non-conformity within 48 hours following delivery by contacting the helpdesk through the Website.
If no complaints are communicated within this forty-eight-hour period, the Customer shall be deemed to have approved and accepted the delivery.
Article 6 - Users
The Customer shall be able to access and use the Applications through the Users.
Each User account shall be assigned to one person only and may therefore not be shared with other persons. Each User must use a unique and sufficiently secure password. Innoverius may require the use of additional security measures, including multi-factor authentication (MFA), where deemed necessary for the security of the Applications or the Customer Data.
The Customer shall be solely responsible for the management, protection and security of the User accounts. In this context, Users must ensure the confidentiality of their respective accounts, including the confidentiality of login credentials such as passwords. Any loss or misuse of such login credentials may give rise to liability towards Innoverius.
Furthermore, it is strictly prohibited to:
request, collect or use the login credentials of other users;
gain access to an account without authorisation;
create a false account or provide inaccurate, misleading or fraudulent information;
impersonate another natural person, legal entity or organisation without proper authorisation;
use the Applications for fraudulent, unlawful or unauthorised purposes;
circumvent, interfere with or misuse security measures, access controls, AI Functionalities or technical protection mechanisms of the Applications.
The Customer shall immediately notify Innoverius in writing of any suspected unauthorised access, loss of login credentials, security incident, account misuse or any other event that may compromise the security of the Applications or the Customer Data.
If Innoverius reasonably determines that a User or the Customer is acting in breach of these Terms and Conditions, applicable law, or is jeopardising the security of the Applications, Innoverius may temporarily or permanently suspend the relevant User, restrict access, or take any other measures reasonably necessary to protect the Applications, the Customer Data, other customers or third parties.
Innoverius shall not be liable for any damage resulting from the failure of the Customer or its Users to comply with the obligations set out in this Article.
Article 7 - Processing of Customer Data
To the extent that the Customer enters, stores or causes Personal Data to be processed through the Applications, the Customer shall act as Controller and Innoverius shall act as Processor within the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), unless expressly agreed otherwise.
The processing of Personal Data by Innoverius on behalf of the Customer shall be governed by a separate Data Processing Agreement (“DPA”), which forms an integral part of the contractual relationship between the parties.
The Customer acknowledges and accepts that Innoverius may engage contractors and Sub-processors for the provision of the Applications and Services in accordance with the provisions of the DPA.
To the extent that Personal Data is processed by Innoverius for its own purposes, Innoverius shall act as Controller in accordance with applicable data protection legislation and its Privacy Statement.
In the event of any conflict between this Article and the DPA, the provisions of the DPA shall prevail with respect to all processing of Personal Data carried out by Innoverius on behalf of the Customer.
Article 8 - AI Functionalities
The Applications may contain functionalities that make use of artificial intelligence, machine learning, retrieval augmented generation (RAG), generative AI or other similar technologies (hereinafter collectively referred to as the “AI Functionalities”).
The AI Functionalities are made available solely as tools to support the activities of the Customer and its Users. Any output, recommendations, analyses, summaries, classifications, translations, documents, responses or other results generated by the AI Functionalities are provided for informational purposes only and do not constitute legal, financial, tax or other professional advice.
The Customer acknowledges that AI Functionalities are probabilistic technologies and that the generated output may be incomplete, inaccurate, outdated or erroneous. Innoverius does not warrant that the AI Functionalities will produce error-free, complete, accurate or fit-for-purpose results.
The Customer shall at all times remain solely responsible for the review, verification, interpretation and use of the output generated by the AI Functionalities, as well as for any decisions, actions or omissions based thereon.
The Customer must always carry out an appropriate human review before using, distributing or relying upon such output.
Innoverius reserves the right to use external technologies, models, platforms, suppliers or subcontractors for the provision of AI Functionalities. The availability, performance and functionality of certain AI Functionalities may therefore change depending on the evolution of such technologies or suppliers.
The Customer shall not use the AI Functionalities for unlawful purposes, for the infringement of third-party rights, for the processing of data in violation of applicable law, or in any manner that may impair the security, integrity or operation of the Applications.
To the fullest extent permitted by law, Innoverius shall not be liable for any damage arising directly or indirectly from the use of AI Functionalities, the interpretation of AI-generated output, or any reliance placed by the Customer or third parties on such output.
Article 9 - Price
The prices for the Applications and/or Services are expressed in euros and are exclusive of VAT and any other applicable taxes, unless expressly stated otherwise. Innoverius reserves the right to revise its prices in response to economic or market conditions, within the limits permitted by law. It does not guarantee that prices will remain unchanged for any particular period, nor that the same prices shall apply in every country in which it operates. Price changes shall apply exclusively to new or renewed agreements and shall not affect ongoing agreements during the agreed Term (see Article 14).
In addition, Innoverius reserves the right to apply an annual indexation of its prices based on the evolution of consumer prices, the health index, or any other objective economic parameter relevant to its cost structure. Such indexation shall be considered a price adjustment and shall not entitle the Customer to terminate the agreement prematurely.
Innoverius undertakes to inform its existing Customers of any new prices or indexations at least one month before their entry into force by means of a Communication from Innoverius.
Any promotions, price reductions or discounts offered by Innoverius, regardless of their form, shall apply only under the specific conditions expressly established for such offers. The Customer acknowledges that such benefits are temporary, non-transferable and non-cumulative, and that they do not create any acquired right with respect to future orders or renewals.
If the Customer increases the number of Users during the Term, the additional costs shall be charged on a pro rata temporis basis, taking into account the remaining portion of the current Term. The Customer may reduce the number of Users during the Term by contacting the helpdesk through the Website. Such notification must be given no later than 15 days before the renewal date. Downgrades shall only take effect as of the next renewal date, and the Customer shall not be entitled to any reimbursement for reducing the number of Users during the current Term.
Article 10 - Payment
By ordering the Applications and/or Services, the Customer agrees to receive invoices electronically, unless otherwise agreed in writing between the parties. The price for the Applications shall be invoiced annually prior to the commencement of the Term or any renewal thereof. The price for the Services shall be invoiced in advance as specified in the quotation; performance shall commence upon receipt of payment, unless otherwise agreed in writing.
The invoice shall be sent to the email address provided by the Customer when placing the order. The Customer undertakes to immediately notify Innoverius of any changes to its invoicing details. Invoices shall be payable in accordance with the instructions stated on the invoice and, in any event, no later than fifteen calendar days from the invoice date, without discount.
Invoices may only be validly disputed by registered mail addressed to the registered office of Innoverius within seven calendar days of the invoice date. The dispute must specify the invoice date, invoice number and the reasons for the dispute. A dispute shall not suspend the payment obligation. Payment of an invoice without reservation shall constitute express acceptance thereof.
Partial payments shall be accepted subject to all rights and without prejudice to Innoverius. Payments shall be applied successively to recovery costs, damages, interest and only thereafter to the principal amount, with the oldest outstanding debt being settled first. If the Customer terminates the agreement (see Article 14), any amounts already paid shall remain definitively acquired by Innoverius and shall not be refunded.
Article 11 - Non-Payment and Late Payment
For any invoice that has not been paid in full or in part by the Customer on its due date, the Customer shall, by operation of law and without prior notice of default, owe default interest at the applicable statutory interest rate in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.
In the event of non-payment or late payment, Innoverius also reserves the right to suspend access to the Applications, in whole or in part, until full payment of all outstanding amounts has been received. Such suspension shall not entitle the Customer to any compensation or damages.
If, notwithstanding the expiry of the payment term, the Customer fails to fulfil its payment obligations, Innoverius shall furthermore be entitled to suspend the performance of ongoing Services and, where justified by the circumstances, to terminate the agreement in whole or in part in accordance with the provisions of these Terms and Conditions.
Innoverius shall also be entitled to claim a lump-sum compensation equal to ten percent (10%) of the outstanding amount (excluding VAT), with a minimum of one hundred and fifty euros (EUR 150), without prejudice to its right to claim higher compensation where it can demonstrate that the actual damage suffered exceeds such amount.
Furthermore, this shall result in all other invoices issued by Innoverius to the Customer becoming immediately due and payable, even if they had not yet fallen due, and all granted payment terms shall cease to apply. The same shall apply in the event of impending bankruptcy, judicial or voluntary dissolution, suspension of payments, or any other circumstance indicating the insolvency of the Customer.
Article 12 - Use of the Applications
For as long as this agreement remains in force, the Customer may use the Applications within the scope of the Customer’s Access Rights as determined when ordering the Applications. The scope of such Access Rights may also be restricted or expanded during the Term of the agreement, in accordance with the provisions of this agreement or at the Customer’s request.
The Customer acknowledges that only its Users may have access to the Applications and that such access shall be used solely for the Customer’s internal business purposes and in compliance with all applicable laws, rules and regulations issued by the competent authorities. The Customer agrees that compliance with this Article constitutes an essential basis of the agreement.
The Customer’s use of and access to the Applications presupposes that it has an internet connection and is able to use a current web browser supported by Innoverius. If the Customer uses an outdated web browser, it may not be able to use all functionalities of the Applications or such functionalities may not operate optimally.
The Customer shall be fully responsible for compliance with these Terms and Conditions and for the acts and omissions of all Users using the Applications. The Customer shall grant access to the Applications and the Documentation only to its Users and shall not permit any other person to use them without the prior written consent of Innoverius.
The Customer undertakes not to misuse the Access Rights. Without limitation, it is prohibited to:
use the Applications for illegal, unlawful, defamatory, threatening, harmful or fraudulent purposes;
use the Applications in a manner that infringes the rights of third parties, including intellectual property rights, privacy rights or data protection rights;
use the Applications to engage in or promote illegal activities;
use the Applications to distribute spam, phishing messages, chain letters, unsolicited bulk emails or other unauthorised electronic communications;
use the Applications to harass, stalk, intimidate or harm individuals;
circumvent or interfere with security measures, access controls or technical protection mechanisms of the Applications;
use AI Functionalities in a manner that violates applicable law, the rights of third parties or these Terms and Conditions.
Any breach of this Article may give rise to the measures provided for in these Terms and Conditions, including the temporary or permanent suspension of access to the Applications.
Article 13 - Intellectual Property
Unless expressly agreed otherwise, the Customer acknowledges that Innoverius is and shall remain the sole owner of the Applications developed by Innoverius, the Documentation, the AI Functionalities, models, configurations, templates, workflows, prompt libraries, designs, databases and all related intellectual property rights. All such rights and all goodwill therein shall vest in and remain vested in Innoverius.
Consequently, the Access Rights granted to the Customer shall only constitute a limited, non-exclusive, non-transferable and revocable right to use the Applications for the duration of the Agreement. No implied licences are granted under this Agreement. Under no circumstances shall such right of use:
constitute a transfer of ownership rights in the Applications developed by Innoverius, the Documentation or any other intellectual property rights of Innoverius to the Customer;
grant the Customer any rights to or interests in the Applications, trade names, trademarks, logos or other distinctive signs of Innoverius;
entitle the Customer to obtain a copy of the source code, software components or other technical means used by Innoverius to provide the Applications.
Except to the extent expressly permitted by mandatory law, the Customer shall not copy, modify, decompile, reverse engineer, disassemble or otherwise attempt to discover the underlying operation, structure or source code of the Applications.
Accordingly, the Customer shall not use any trademark, trade name or brand name of Innoverius without the prior express written consent of Innoverius.
Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property right of Innoverius, the Customer shall not perform, nor permit any third party to perform, any act that may invalidate or conflict with the intellectual property rights of Innoverius. This includes, without limitation, patents, copyrights, registered designs, trademarks or any other industrial or intellectual property rights. Furthermore, the Customer shall not omit, nor permit any third party to omit, any act that may have the same effect.
The Customer undertakes to inform Innoverius of any actual, threatened or suspected infringement of any intellectual property right of Innoverius of which it becomes aware, as well as of any third-party claim arising from the use of the Applications.
In accordance with these Terms and Conditions, Innoverius hereby grants the Customer a non-exclusive, non-transferable licence for the duration of the Agreement (see Article 14) to reproduce copies of the Documentation solely for the purpose of its use by the Customer within the scope of its Access Rights. The Customer acknowledges that:
no right is granted to publish, modify, adapt, translate or create derivative works from the Documentation;
the Documentation forms part of the intellectual property of Innoverius;
all copyright notices, trademark notices, confidentiality notices and other proprietary notices shall remain fully intact.
To the extent that the Applications make use of AI Functionalities, the Customer shall obtain the right to use the output generated by such functionalities within the scope of its normal professional activities. Unless expressly agreed otherwise, this shall not constitute a transfer of any intellectual property rights in the Applications, AI Functionalities, models, templates, workflows or any other underlying technologies of Innoverius.
Article 14 - Term
Any agreement between Innoverius and the Customer concerning the use of the Applications shall have a fixed Term of at least one year (1 year). The agreement shall automatically renew for the same Term unless the Customer terminates the agreement no later than thirty (30) days before the end of the current Term.
Notice of termination must be given by registered mail addressed to the registered office of Innoverius. In the absence of timely notice of termination, the agreement shall be automatically renewed and the Customer shall automatically be invoiced for the new Term in accordance with Article 9.
The Customer may not terminate the agreement prematurely during the current Term, except with the express written consent of Innoverius or in cases permitted by law. Any amounts already paid shall in such case remain definitively acquired by Innoverius.
Article 15 - Termination
The Customer may terminate the agreement by sending a registered letter to the registered office address of Innoverius:
(i) at any time and for any reason whatsoever, provided that notice of termination is given no later than 30 days before the end of the Term. Any notice of termination given by the Customer less than 30 days before the expiry of the Term shall have no effect, as the agreement shall in that case be automatically renewed. Consequently, the Customer shall be obliged to pay the invoice for the renewed Term, even if the Customer has no intention of continuing to use the Applications;
(ii) if the Customer cannot agree with any of the following circumstances (without limitation) and provided that such termination occurs within 30 calendar days after being notified thereof by Innoverius:
a change in the offering of Applications that results in a substantial disadvantage to the Customer;
an amendment to these Terms and Conditions made by Innoverius; or
any price adjustment announced by Innoverius.
Under no circumstances shall this entitle the Customer to claim any damages or compensation from Innoverius.
Prior to any such termination by the Customer, and in any event before deactivation by Innoverius, the Customer shall be obliged to export the Customer Data using the available export tools.
Without prejudice to any right or remedy that Innoverius may have against the Customer, Innoverius shall be entitled to terminate the agreement at any time and without prior court intervention in exceptional circumstances that make it impossible to continue any professional cooperation between Innoverius and the Customer.
The Customer agrees that, among others, the following circumstances shall be considered exceptional circumstances:
(i) if Innoverius determines or may reasonably assume that:
the Customer Data is incorrect, misleading, inaccurate, fraudulent or outdated;
the Customer commits a material breach of any provision of these Terms and Conditions and, notwithstanding a notice of default from Innoverius requiring the Customer to (i) remedy the situation, (ii) cease committing such breach and, where possible, (iii) prevent such breach(es) from occurring in the future, fails to do so within 30 calendar days following receipt of such notice of default. This shall be without prejudice to the right of Innoverius to claim additional compensation from the Customer as a result of such contractual breach;
the Customer uses the Applications for unauthorised, illegal and/or inappropriate purposes;
the agreement with the Customer is based on incorrect or misleading information provided by the Customer;
the Customer ordered the Applications for reasons that cannot be regarded as objectively reasonable and acceptable; or
the Customer, whether actively or passively, seriously harms the image, reputation or interests of Innoverius.
(ii) if the Customer is subject to bankruptcy, judicial reorganisation, liquidation, suspension of payments or any other situation that reasonably indicates insolvency;
(iii) if the Customer engages in fraud, deceit, dishonesty or other serious misconduct towards Innoverius, its business, its employees or its Applications.
In the event of termination by Innoverius, the agreement shall terminate automatically without any notice period or termination indemnity and without prejudice to the right of Innoverius to claim damages.
Upon termination of the agreement:
Innoverius undertakes to deactivate the Customer’s Applications within 2 business days, but in any event not before the current Term has expired, and shall use its best efforts to notify the Customer in advance of such deactivation;
where termination is effected by Innoverius, Innoverius shall (i) deactivate the Customer’s Applications and (ii) inform the Customer that it will have the opportunity, during a period specified in the notification, to export the Customer Data using the available export tools;
Innoverius shall be entitled to refuse any request by the Customer to enter into a (new) agreement relating to the use of the Applications;
each party shall cease using the other party’s confidential information and protected materials and shall return such information and materials to the other party.
Should the Customer fail to export its Customer Data before terminating the agreement or within the period granted by Innoverius following termination, Innoverius shall in no way be liable for any loss, damage or disadvantage suffered by the Customer as a result thereof.
The provisions which, by their nature, are intended to survive the termination of the agreement, including provisions relating to intellectual property, confidentiality, liability, data protection and dispute resolution, shall remain in full force and effect following termination.
Termination of the agreement shall not affect any rights and obligations that arose prior to such termination.
Article 16 - Liability
Innoverius undertakes to perform its Applications and Services to the best of its abilities and with the care expected of a normally prudent and reasonably competent professional service provider. Unless expressly agreed otherwise, Innoverius is subject to an obligation of means and not to an obligation of result.
Except in cases of wilful misconduct, fraud, gross negligence, death, personal injury or where a limitation of liability is not permitted by law, the total contractual and non-contractual liability of Innoverius shall be limited to the total amount of fees paid by the Customer for the Applications and/or Services during the twelve (12) months preceding the event giving rise to the damage.
Unless expressly provided otherwise in these Terms and Conditions and to the extent permitted by law, the Applications, AI Functionalities, Documentation and Services are provided as available at the time of delivery. Innoverius provides no warranties other than those expressly set out in this Agreement.
Innoverius does not warrant that:
the Applications will operate without interruption or error;
all errors, defects or bugs will be detected or corrected;
the Applications will remain permanently available;
the Applications will be free from viruses or other harmful elements;
the information provided through the Applications will be complete, correct, accurate, up-to-date or suitable for any specific purpose.
To the extent that the Applications make use of AI Functionalities, the Customer acknowledges that the generated output may be incomplete, inaccurate, outdated or erroneous. The Customer shall at all times remain responsible for the review, verification and use of such output.
Innoverius shall not be liable for:
indirect damage, consequential loss, loss of profit, loss of clientele, loss of goodwill, loss of opportunities or reputational damage;
damage directly or indirectly caused by the Customer, its Users or third parties;
damage resulting from the use of the Applications for purposes other than those for which they were developed;
additional damage arising from the Customer continuing to use the Applications after a defect has been identified;
loss, corruption or improper use of Customer Data, except in the case of a proven fault on the part of Innoverius;
damage resulting from the failure to follow advice, guidelines or recommendations issued by Innoverius;
damage caused by force majeure in accordance with these Terms and Conditions;
services, errors or damage resulting from work performed by third parties, even where such third parties were recommended or proposed by Innoverius.
The Customer acknowledges that the Applications are offered in a continuously evolving technological and legal environment. Innoverius does not warrant that the Applications will at all times comply with all legal or regulatory requirements outside Belgium, nor with future changes in legislation, case law or administrative practice.
The Customer shall indemnify and hold harmless Innoverius against all third-party claims arising from any incorrect, unlawful or unauthorised use of the Applications by the Customer or its Users.
It is the responsibility of the Customer to inform its Users of the provisions of these Terms and Conditions.
Article 17 - Protection of Personal Data
Innoverius processes Personal Data relating to its (prospective) customers, their employees, representatives and contact persons in the context of its own business operations, including customer management, invoicing, communications, security, marketing and the provision of its Applications and Services. In this respect, Innoverius acts as a Controller within the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
Such processing is carried out in accordance with the applicable data protection legislation and the Privacy Statement of Innoverius, as published on the Website. The Customer acknowledges having taken note of this Privacy Statement.
To the extent that Innoverius processes Personal Data on behalf of the Customer in connection with the use of the Applications, the rights and obligations of the parties are set out in the separate Data Processing Agreement (“DPA”).
Any data subject may exercise their rights in accordance with the applicable data protection legislation in the manner described in the Privacy Statement of Innoverius.
Innoverius reserves the right to amend its Privacy Statement from time to time in accordance with applicable law. The most recent version shall always be available on the Website.
Article 18 - Confidentiality
Each Customer shall be required to treat its Customer Data as confidential and shall ensure that any third party to whom it grants access through a User account is bound by the same confidentiality obligations.
All information (including, without limitation, all information of a financial, commercial, legal, tax, social, technical and organisational nature, business and trade secrets, data relating to business partners, customers and suppliers, information relating to employees, Personal Data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, functions and methods, inventions (whether patentable or not), processes, schematic representations, testing procedures, software design and architecture, design and functional specifications) exchanged between the respective parties prior to entering into an agreement as well as during the term of the agreement shall be considered confidential and shall be treated with the strictest confidentiality by each party.
More specifically, this means that the receiving party shall:
use the Confidential Information solely for its own account and with the strictest confidentiality;
not use, reproduce or assign the Confidential Information in any manner or for any purpose other than the (potential) cooperation between the parties;
refrain from reverse engineering, disassembling or decompiling, or permitting the reverse engineering, disassembly or decompilation of any Confidential Information;
not derive any commercial benefit from the Confidential Information;
not disclose, reveal or make available any Confidential Information in its possession to any third party without the prior express written consent of the disclosing party;
disclose such Confidential Information only to those employees who need to know it in connection with the (potential) cooperation between the parties. Furthermore, the receiving party represents and warrants that such employees have previously agreed, as a condition of their employment, to be bound by terms and conditions substantially similar to those applicable to the receiving party under these Terms and Conditions.
The obligations set out in the preceding paragraph shall not apply to the following information:
information that is publicly available, publicly disseminated and/or generally known to the public at the time of its disclosure;
information lawfully received by the receiving party from a third party other than the disclosing party, provided that such third party was not itself bound by any confidentiality obligation towards the disclosing party;
information whose disclosure is required by law or imposed by a court order or governmental decision (of any nature whatsoever). In such case, the receiving party shall, prior to any disclosure, consult with the disclosing party regarding the scope and manner of such disclosure.
This confidentiality obligation shall apply throughout the cooperation between the respective parties and shall remain in full force and effect for an additional period of five (5) years following the termination of such cooperation, regardless of the reason for termination. For trade secrets and other information that by its nature retains a permanent confidential character, this obligation shall continue for as long as such information retains its confidential nature.
The disclosing party shall at all times remain the sole owner of its Confidential Information. Unless expressly provided otherwise, the disclosure of Confidential Information shall not grant any ownership right, right of use or other licence to the receiving party.
This confidentiality obligation shall not prevent Innoverius from using general ideas, suggestions, comments or feedback for the improvement, development or commercialisation of its Applications and Services, provided that no Customer Data, Personal Data, confidential documents or other Confidential Information of the Customer is used or disclosed.
If the parties have entered into a separate non-disclosure agreement (NDA), such agreement shall prevail in the event of any conflict with this Article.
Article 19 - Publicity and References
Neither party may use the name, trade name, logos, trademarks or other distinctive signs of the other party in press releases, marketing materials, commercial communications, reference lists, presentations, websites, social media or other promotional materials without the prior written consent of the other party.
By way of exception to the foregoing, Innoverius may, to the extent necessary for the performance of the agreement, use the Customer’s name, trade name, logos, trademarks and other distinctive signs within the Applications, configurations, documentation, customer portals, landing pages and technical implementations specifically established for the Customer.
Any consent granted may be withdrawn at any time in writing. In such event, the relevant party shall cease any further use of the relevant name, trade name, logos, trademarks or other distinctive signs within a reasonable period.
The Customer grants Innoverius the right to use general suggestions, comments and feedback relating to the Applications and Services for the development, improvement and commercialisation of its products and services, provided that no confidential information, Customer Data, Personal Data or information that could identify the Customer is disclosed, unless the Customer has provided its prior written consent thereto.
Nothing in this Article shall grant either party any ownership right or other right in or to the trade names, logos, trademarks or other distinctive signs of the other party.
Article 20 - Maintenance
The maintenance of the Applications forms an integral part of the agreement between Innoverius and the Customer.
Maintenance shall mean the entitlement to and performance of bug fixes, security updates, performance improvements, updates to AI Functionalities, modifications to the underlying infrastructure and other reasonable changes necessary for the proper functioning, security, continuity or further development of the Applications. Such updates and corrections shall be implemented automatically or at the initiative of Innoverius without additional cost to the Customer.
Upgrades, new versions or significant structural modifications to the Applications may be made available by Innoverius during the Term of the agreement. To the extent that such changes require technical implementations, migrations, configurations, training or other additional work, these shall be regarded as separate Services and may be invoiced separately on the basis of a specific quotation.
Innoverius reserves the right to carry out maintenance activities, updates, upgrades, migrations or other technical interventions at times of its choosing in order to ensure the continuity, security and proper functioning of the Applications.
Should temporary issues arise affecting the availability of the Applications, Innoverius shall use reasonable efforts to remedy such issues as quickly as reasonably possible, without this constituting an obligation of result or giving rise to any right to compensation for the Customer. Where reasonably possible, the Customer shall be informed in advance of planned maintenance interventions that may cause a temporary interruption of the services.
Article 21 - Communications
Unless expressly provided otherwise, all notices, communications, warnings, invoices, information messages and other communications from Innoverius to the Customer may be validly provided by email, through the Applications, through the customer portal, through the Website or through any other means of communication reasonably suitable for the communication concerned.
The Customer undertakes to provide accurate and up-to-date contact details and to keep such information updated at all times. The Customer shall remain responsible for receiving and reviewing communications sent to the contact details provided by the Customer.
Innoverius may inform the Customer of, among other things, maintenance activities, security incidents, changes to the Applications, price adjustments, amendments to these Terms and Conditions, updates to AI Functionalities, operational information and other communications relating to the performance of the agreement.
The Customer may unsubscribe from marketing and promotional communications from Innoverius in accordance with applicable law. Such unsubscription shall not affect the delivery of operational, contractual, administrative, security-related or legally required communications that are necessary for the performance of the agreement or the use of the Applications.
Innoverius shall not be liable for any damage resulting from the failure to receive or review communications where such communications have been validly sent to the most recent contact details provided by the Customer.
Article 22 - Changes to the Offering
Innoverius reserves the right to modify, adapt, expand or replace its Applications, Services, functionalities, technical architecture, user interface, integrations, AI Functionalities and other elements of its offering from time to time.
Such changes may be implemented, among other reasons, for security purposes, technical reasons, compliance with legal or regulatory requirements, improvement of the performance of the Applications, the addition of new functionalities or the further development of existing functionalities.
Innoverius shall endeavour to maintain the essential functionality of the Applications during the Term of the agreement. Changes that do not cause a material disadvantage to the Customer shall not give rise to any right to compensation, price reduction or termination of the agreement.
If a proposed change causes a material disadvantage to the Customer, Innoverius shall inform the Customer thereof within a reasonable period prior to the entry into force of the change by means of a notice on the Website, through the Applications or by way of a Communication from Innoverius.
In such case, the Customer may terminate the agreement in accordance with Article 15.
Changes that are necessary to comply with applicable law, security requirements, technical requirements imposed by third parties, security incidents or other compelling circumstances may be implemented immediately without prior notice.
Article 23 - Force Majeure
Neither party shall be liable for the total or partial non-performance of its obligations where such non-performance results from an event of force majeure.
Force majeure shall mean any event or circumstance beyond the reasonable control of the affected party which could not reasonably have been foreseen or avoided at the time of entering into the agreement and which temporarily or permanently renders the performance of the agreement impossible.
Events of force majeure shall include, without limitation:
war, civil war, terrorism, sabotage or riots;
fire, explosion, flood, natural disasters or other exceptional weather conditions;
strikes, lock-outs, labour disputes or prolonged staff shortages;
failures of electricity, telecommunications, internet or network services;
cyberattacks, ransomware attacks, large-scale security incidents or other digital disruptions;
outages, delays or serious failures affecting cloud providers, hosting providers, AI providers, software suppliers or other third parties upon whom Innoverius reasonably relies for the provision of the Applications or Services;
decisions or measures taken by governmental authorities that prevent the performance of the agreement.
In the event of force majeure, the affected party shall be entitled to suspend its obligations in whole or in part for the duration of the force majeure event, without any liability to pay damages or compensation.
The affected party shall inform the other party of the existence of the force majeure event within a reasonable period and, to the extent reasonably possible, of its expected duration.
If the force majeure event continues for more than two (2) months, either party shall be entitled to terminate the agreement in whole or in part by means of written notice to the other party, without any liability to pay damages or compensation.
Article 24 - Set-Off
The parties agree that all mutual and due claims existing between them may be set off automatically and by operation of law, to the extent permitted by applicable law.
Innoverius shall be entitled to set off any amounts owed by the Customer to Innoverius against any amounts that may be owed by Innoverius to the Customer, irrespective of the origin of such claims.
Such set-off may also be applied in the event of bankruptcy, judicial reorganisation, liquidation or any other concursus creditorum, to the extent permitted under applicable law.
Article 25 - Governing Law and Jurisdiction
All matters, questions and disputes relating to the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the laws of Belgium.
All disputes relating to the validity, interpretation, enforcement, performance or termination of this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the judicial district of East Flanders, Dendermonde division.