General Terms and Conditions
Last updated: May 15, 2026
INTERPRETATION
Agreement: the agreement between the Company and the Customer relating to the Service.
Company: Grimoire Systems, a private limited company registered with the Crossroads Bank for Enterprises under number 1026.235.353, having its registered office at BE-9000 GHENT, Asterdreef 9B.
Customer: a natural person or legal entity with whom the Company concludes the Agreement.
Customer Data: all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Customer that is stored using, or inputted into, the Services.
Customer Systems: software, IT solutions, systems and networks (including software and hardware) of the Customer.
Confidential Information: the confidential information relating to the Company, including (a) information that has been designated in writing as confidential, (b) information that is not generally known, (c) information that has not been made generally accessible by the party to which the information relates and/or from which the information originates, and (d) information, the confidential nature of which must be assumed to be known.
Force Majeure: any unforeseeable and exceptional change of circumstance(s) or situation beyond the control of the party invoking force majeure, which prevents such party from performing one or more of its obligations under the Agreement. The force majeure may not be attributable to the invoking party (including, but not limited to any errors or negligence on the part of such party, any subcontractors or other contractors of such party).
Terms and Conditions: these general terms and conditions that apply between the Customer and the Company and Permitted User and the Company.
Intellectual Property Rights: all existing and future intellectual industrial and commercial rights, registered or unregistered, as well as all other property and similar rights, in Belgium and anywhere in the world, including, without limitation, copyrights (including without limitation copyrights in computer programmes and databases), related rights to performances, broadcasts and database rights, (technical) drawing and design rights and all other possible rights in the field of literature, art and science, patent rights, rights in know-how and trade secrets, and all other rights in intellectual creations in the field of technology; trademarks, rights in social and trade names, domain names and all other rights in signs used in commerce to distinguish a good or a service from others in commerce, and all rights resulting from intellectual activity including any enhancement, modification or derivative work of the Intellectual Property (that may exist now or in the future, anywhere in the world).
Permitted User: an individual natural person who accesses and uses the Platform, either on their own behalf or on behalf of a customer. Permitted Users are bound by these Terms through the Customer or through their individual use of the platform.
Platform: the “Grimoire” software platform which enables businesses to build, iterate and create games with the use of workflow management systems and is accessible via usegrimoire.com.
Services: the services offered through the Platform, including the access to the Platform, support and integration help. For maximum support, the Company adapts to the game structure of the Customer.
Software: the software developed, offered and licensed by the Company, through the Platform, to provide the Services.
Special Conditions: terms agreed in separate agreements between the Company and Customer.
Underlying Systems: software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
APPLICABILITY
Without prejudice to any Special Conditions, these Terms and Conditions shall govern all current and future relations between the Customer and the Company. The general terms and conditions of the Customer are not enforceable against the quotations, orders and sales that are made between the Customer and the Company. The Company reserves the right to modify or alter these Terms and Conditions at any time upon prior notification to the Customer. The parties expressly exclude the application of article 5.23 paragraphs 3 and 4 Belgian Civil Code and agree that the ‘knock-out-rule’ contained therein shall not apply in their contractual relationship. The Terms and Conditions of the Company always take precedence over the Customer’s general terms and conditions, even in the case of incompatible clauses.
RIGHT TO USE THE PLATFORM
The Company grants the Customer, in exchange for the payment of the Fees, a non-exclusive and non-sublicensable right to use the Platform in accordance with the Agreement. The right of use shall commence as soon as the Agreement is signed. The Customer may not allow the Platform to be used for the benefit of any natural person or (legal) entity other than the Customer or its Permitted Users.
The Customer shall duly notify the Permitted Users of the obligations under this Agreement, and shall ensure that Permitted Users are aware of, and duly comply with the Agreement. The Customer shall be liable for all damages suffered by the Company in case the Permitted Users fail to comply with the Agreement.
Accounts may be organised within teams or workspaces belonging to the Customer. Role‑based permissions may apply (including but not limited to admin, editor and viewer roles). Admin‑level Permitted Users designated by the Customer control access rights, user permissions, invitations, removals and internal content management within the Customer’s workspace environment. The Company shall not be responsible for access‑management decisions taken by Customer‑designated admins.
All organisational accounts, including workspaces, team structures and associated content, belong solely to the Customer and not to individual Permitted Users. When a Permitted User leaves the Customer’s organisation or no longer acts on its behalf, the Customer (through its admin users) may revoke access at any time. The Company may act upon instructions of the Customer admin regarding user access, including account suspension or deletion, without further verification.
Since the Platform is offered as Software as a Service (SaaS), references to the right of use in the Agreement shall be interpreted in the following manner:
Such right of use does not grant the Customer any right to have or to know the Platform in terms of the source code and object code;
such right of use does not grant the Customer any right to reproduce, copy or to share the Platform with third parties;
such right of use includes the configuration, delivery and maintenance of the hosting facilities that Company uses to offer the Platform as SaaS;
the Company shall provide hosting facilities with the capacity, performance, resistance and internet connectivity that Company reasonably deems appropriate to offer the Permitted Users a user experience that is appropriate in light of the anticipated usage patterns.
PRICING, INVOICING AND PAYMENT
The Customer must pay to the Company the fees as mentioned in chosen subscription. The Customer pays the fees by means of a annually or monthly electronic invoice issued by the Company to the Customer. Specific payment terms for Fees can be included in the Special Conditions and shall have precedence.
All prices and other tariffs charged by the Company shall be exclusive of VAT and any other government levies payable by the Customer.
The Company reserves the right to alter its pricing system from time to time and will notify the Customer thereof at least thirty (30) days in advance, during which term the former pricing and payment system will continue in full force and effect. In the event the Customer would not accept such new terms, it shall have the right to terminate the Agreement with thirty (30) days’ written notice.
The Customer authorizes the Company to collect all amounts due through the SEPA (Single Euro Payments Area) Direct Debit scheme and agrees to issue a corresponding SEPA-mandate, unless the Company approves an alternative payment method. The Company may engage a third-party payment service provider to process such payments. The Customer may cancel the SEPA-mandate, and therefore the subscription, in accordance with Article 9.2. .
If the Customer does not, incompletely or belatedly fulfil his payment obligations, he shall automatically and without notice of default be liable to pay an interest on arrears, calculated on the outstanding balance, of 10% per annum from the due date, together with damages of 10% on the outstanding balance, subject to a minimum of EUR 1,000, by way of irrevocable damages and irrespective of legal costs. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Company can also claim compensation for all recovery costs it has incurred as a result of non-payment or other default due to the Customer. The parties accept and agree that this sum represents a genuine pre-estimate of the Company’s loss. This paragraph is without prejudice to the Company’s right to prove and claim higher damages.
Late, incomplete or non-payment of one expired invoice will cause all other invoices, for which a particular instalment term has been agreed on, to become immediately payable, without previous notice of default.
The Customer must always notify the Company by return in writing of any changes in the address and billing details communicated at the time of signing the Agreement.
AVAILIBILITY
The Company will use reasonable efforts to ensure that the Platform is available on a 24/7 basis. The Platform is, however, provided strictly on an “as is” and “as available” basis, and the Company does not guarantee uninterrupted, error‑free or continuous access.
It is possible that the Platform may be temporarily unavailable in order to permit maintenance, updates, upgrades or other development activities, or in the event of Force Majeure. The Company will use reasonable efforts to notify the Customer of scheduled maintenance at least one (1) day in advance.
The Company shall not be held liable for any downtime or for any temporary unavailability of the Platform, regardless of its cause, and no warranty of uninterrupted access is provided.Through the use of web services, APIs and AI, the Platform will interoperate with a range of third party service features. The Company does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Company may cease to make available that feature to the Customer. To avoid doubt, if the Company exercises its right to cease the availability of a third party feature, the Customer is not entitled to any refund, discount or other compensation.
If the unavailability of the Platform results from the unavailability or inadequacy of the Customer Systems or its implementation, the Customer is not entitled to a remedy to this unavailability or to any refund, discount or other compensation unless explicitly agreed otherwise. The functioning of the Customer Systems is and remains its own responsibility.
The Customer remains solely responsible for:
How synchronised, exported or reloaded content is used within its own systems, engines or workflows;
validating, testing and quality‑controlling all content following synchronisation; and
any unintended behaviour, errors, production issues, downtime or data loss resulting from integrations, API usage or automated updates.
The Company accepts no liability for such consequences.
Trial or beta access may be offered at the Company’s discretion. Beta features may be unstable or incomplete, and no availability or uptime guarantees apply to such access.
OBLIGATIONS OF THE CUSTOMER
The Customer and Permitted Users shall in no way use the Platform for purposes other than those for which the Platform is to be used. The Platform includes the following functionalities (non-exhaustive enumeration):
Create and structure game-related content
define relationships between content elements
collaborate on structured content
export content to external tools, engines, or formats
The Company may add or remove features and functionalities, offer new Services or discontinue obsolete functionalities. Any new functionalities of the Platform may give ground to a price increase and/or be offered at a fixed price to be paid monthly.
The Customer must use the Platform solely for its own internal business purposes. The Customer may not resell or make available the Platform to any third party, or otherwise commercially exploit the Platform, without the prior explicit written agreement of the Company.
When accessing the Platform, the Customer (and where applicable its personnel or Affiliated Companies) must:
not impersonate another person or misrepresent authorisation to act on behalf of others or the Company;
be responsible for content and accuracy of all Customer Data it provides to the Company via the Platform;
not attempt to undermine the security or integrity of the Underlying Systems;
not use, or misuse, the Platform in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Platform;
not attempt to view, access or copy any material or data other than that to which the Customer is authorised to access, and refrain from any reverse engineering of the Platform or the Software and/or to use any output/derivative works thereof for AI training or development purposes;
respect the confidentiality of the unique access code the Company provides and refrain from sharing such code and/or allowing any third party to access the Platform through such code; and
neither use the Platform in a manner, nor transmit, input or store any data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading.
The Customer undertakes to the Company to use the Platform reasonably, in such a manner that the amount of information stored by it and the volume of data transport realised by it do not deviate from what the Company reasonably considers appropriate to provide the volume of Permitted Users with a reasonable user experience appropriate to the predictable usage pattern. A use that disrupts or may disrupt the proper functioning of the Platform cannot be considered reasonable use under any circumstances. If in the Company's opinion, this use by the Customer is a deviant one, the Company is entitled to charge additional Fees for such additional use.
The Company may, at its sole discretion, enter into technical or commercial partnerships with third‑party platforms, tools or service providers (“Partners”) in order to enable integrations or interoperability with the Platform. Such partnerships do not grant the Partner any rights of use, access or licence to the Platform, unless expressly agreed in a separate written agreement with the Company. Any integration with a Partner operates exclusively through the technical means made available by the Company and shall not affect the contractual relationship between the Customer and the Company. The Company bears no responsibility or liability for the availability, performance, accuracy, security or functioning of any Partner services, nor for any issues or data exchanges arising from their use. The Company may modify, suspend or discontinue any Partner integration at any time without giving rise to any right of refund, credit or compensation for the Customer.
SECURITY – SYSTEM REQUIREMENTS
The Company shall to the best of its ability secure the Customer Data entered by the Customer through the Platform as best as reasonably possible against a power failure, cyber attack, human error, disaster, loss, theft, unauthorised access and modification by non-users or any other unplanned event.
The Customer agrees that the Company may store Customer Data (including any Personal Information) in secure servers and may access that Customer Data (including any Personal Information) in the European Union from time to time to the extent necessary to provide its Services.
The Customer is responsible for taking the necessary measures to protect its hardware and software configuration and telecommunications and Internet connections against viruses, computer crime and unauthorised use by its own users or by third parties.
The Customer shall ensure that the Customer and its Permitted Users access the Platform using the latest stable versions of commonly supported web browsers, including but not limited to Microsoft Edge, Google Chrome, Firefox, Opera, Safari and Brave, in order to maintain optimal compatibility, performance and security of the Platform.
PERMITTED USERS
The Customer may authorize any member of its personnel to be a Permitted User, in which case the Customer will provide the Company with the Permitted User’s name and other information that the Company reasonably requires in relation to the Permitted User.
Each Permitted User must access the Platform through an individual user account. User accounts are strictly personal and non-transferable. The Customer shall ensure that each Permitted User safeguards their login credentials and does not share them with any other person. The Customer remains fully responsible and liable for all actions taken through its Permitted Users’ accounts.
All Permitted Users must use the Platform in accordance with the Acceptable Use obligations set out in this Agreement. In particular, Permitted Users shall not:
upload unlawful or infringing content;
violate third‑party intellectual property rights;
bypass or attempt to bypass security measures or access controls;
reverse engineer, scrape, misuse or otherwise interfere with the Platform;
use the Platform in a manner that disrupts or may disrupt its integrity, stability or performance.
The Company may suspend or terminate access for any breach of these obligations.
The Customer must procure each Permitted User’s compliance with the terms of the Agreement and any other reasonable condition notified by the Company to the Customer.
All actions of the Permitted Users shall be at the expense and risk of the Customer. The Company shall have the right at all times to block or suspend the Customer's access to the Platform for an indefinite period of time, with statement of reasons, if abuse or other improper use is suspected. The Customer warrants that Permitted Users shall act responsibly when accessing the Platform and the information obtained from it, while the Customer shall also be unconditionally liable for any information that Permitted Users add to the Platform.
The Company is not responsible nor liable for internal ownership or intellectual property disputes between Permitted Users.
TERM, TERMINATION AND SUSPENSION
The Agreement enters into force on the date of signing by both Parties and shall remain in effect for an indefinite period of time, unless expressly agreed otherwise. Either Party may terminate the Agreement in accordance with the provisions of this clause.
The Customer may cancel its subscription at any time. Cancellation shall take effect at the end of the then‑current billing cycle. The Customer shall not be entitled to refunds for any unused portion of the current billing cycle..
The Company may, by notice to the Customer, immediately terminate the Agreement if the Customer, without prejudice to other rights and remedies of the Company:
Breaches any material obligation of the Agreement (e.g. timely payment of Fees) and the breach is not remedied within ten (10) days of the receipt of a notice of default from the Company requiring it to remedy the breach;
comes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
Termination or expiry of the Agreement does not affect either Party’s rights and obligations that accrued before that termination or expiry. On termination or expiry of the Agreement, the Customer must pay all Fees for Services provided prior to that termination or expiry. Except to the extent that the Customer has ongoing rights to use Confidential Information, the Customer must promptly return to the Company or destroy all Confidential Information that is in the Customer’s possession or control. Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, continue to be in force.
Without limiting any other right or remedy available to the Company, the Company may suspend its obligations under the Agreement, including access to the Platform, automatically and without prior judicial intervention or notice of default in case the Customer:
Undermines, or attempts to undermine, the security or integrity of the Platform, Software and/or any Underlying Systems;
uses, or attempts to use, the Platform for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Platform;
has otherwise materially breached the Agreement (i.e. failure to pay an invoice on its due date).
The Company shall notify the date on which it shall suspend the performance of its obligations. During this suspension, the fees shall remain payable. All consequences of suspension shall be borne by the Customer.
Upon termination of the Agreement or closure of individual user accounts:
The Customer and/or affected Permitted Users may be granted a limited period to export their data from the Platform;
the Company shall not be liable for any loss of data resulting from deletion performed in accordance with this clause.
PROTECTION OF (PERSONAL) DATA
The Company shall respect the Customer's privacy and shall process the Customer's personal data in conformity with the applicable Belgian and European data protection rules, including the General Data Protection Regulation no. (EU) 2016/279 of 27 April 2016 ("GDPR") and the Belgian Personal Data Protection Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data. In its contractual relationship with the Customer, the Company shall act as a processor of personal data while the Customer shall act as a controller within the meaning of the GDPR and in conformity with the Data Processing Agreement to be entered into by the Parties (which is annexed to the Agreement).
The Company guarantees that its Platform shall (i) comply with the appropriate level of security required by the GDPR and (ii) operate data protection by design and by default. The Company adopts a diligent approach when selecting subcontractors and/or subprocessors. The Company ensures that the Customer's personal data are always processed within the EEA or, if necessary, only processed outside the EEA if the legal requirements for data export outside the EEA are met. The Company shall only process the personal data made available to it by the Customer and only for the duration of the Agreement. The precise listing of personal data shall be included in the Data Processing Agreement.
If the Customer wishes to exercise its rights under this Agreement, the Data Processing Agreement and/or the GDPR in relation to the Company, it may send a written reasoned request to the Company, dated and signed, with a copy of both sides of the identity card attached. In case of issues, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Drukpersstraat 35, 1000 Brussels).
The Company may use aggregated, anonymised and non‑identifiable data derived from Customer Data or from the Customer’s use of the Platform for the purposes of analytics, product improvement, statistical reporting and the development of new features, including future AI‑based functionalities. Such data shall never contain any information that identifies the Customer, its Permitted Users, or any natural person.
The Company shall not use any identifiable Customer Data or confidential content for commercial reuse, model training or development of new functionalities unless the Customer has given its explicit prior written consent.
INTELLECTUAL PROPERTY
All Intellectual Property Rights are and shall remain the exclusive property of the Company. None of the provisions contained in the Agreement may be construed as leading to a full or partial transfer of those rights to the Customer. The Customer is not permitted to change, remove or render unrecognisable any indication of the Company's Intellectual Property Rights. The Customer is not permitted to commercialise, resell or exploit the Company's Intellectual Property Rights in any manner whatsoever, except with the express approval of the Company. The Customer may not use or register any trademark, design or domain name of the Company or a corresponding name or sign in any country, anywhere in the world. The Customer is not permitted to reproduce, decompile, publish, exploit and/or use elements of the Platform in a manner that violates the (Intellectual Property) rights vested in these elements.
All Intellectual Property Rights relating to the Customer Data shall remain the exclusive property of the Customer. The Company receives a licence to use and store these Customer Data for the hosting, delivery, support, display, transform content and maintenance of the Platform and, if applicable, other services. The Company shall not use Customer Data or AI‑generated output to train, improve or otherwise develop any AI models, unless the Customer has given its prior explicit written consent. The Customer shall defend, indemnify and hold the Company harmless from and against all damages, losses, expenses and costs arising from any claim brought by a third party on the grounds that the Customer Data infringe the Intellectual Property Rights of a third party.
To the extent that the Platform generates structured output, transformations, previews, relationships, exports or other results derived from Customer Data or User Content (the “Results”), all Intellectual Property Rights in such Results shall likewise remain the exclusive property of the Customer. The Company may only process Results under the licence described in clause 11.2.
Except as expressly permitted in the Agreement, its Annexes or by law, the Customer may not: (i) reverse engineer, decompile, disassemble, translate or create any derivative work of the Software, the Platform or any part thereof; or (ii) erase or remove any proprietary or intellectual property notice contained in or on the Software, the Platform any part thereof, or any Software documentation displayed, transmitted or printed from the Software. The Customer does not have the right to resell, rent out or sublicense the Software, nor does it have the right to transfer its license to third parties. In case the Software is used by the Customer’s own customers (subject to prior written approval from the Company) , they will not have the right to resell or rent out the Software. The Customer accepts full liability and responsibility for any damage to the Company induced by any illicit resale, rental, (sub)license or any other use of the Software by the Customer or its customers including, without limitation continued use after the expiration of the term of the Agreement. Any infringement on the limitations placed on the license granted to the Customer shall be considered as a material breach of the Agreement.
LIABILITY
The Company makes no representation concerning the quality of the Platform and Software and does not promise that the Platform and Software will be secure, free of viruses or other harmful code, uninterrupted or error free.
The Company shall only be liable, contractually or in tort (including negligence) or in any way related to the Agreement, for damage caused by wilful misconduct or by fraud reasonably attributable to the Company, or to a person for whom it is responsible, or for damage caused by proven shortcomings attributable to it within the limits of this clause 12. The Company shall not be liable for any damage caused by its gross fault or that of any person for whom it is responsible, except where prohibited by law. For more information on how Personal Data is collected, used and protected, we refer to the Privacy Policy and Cookie Policy, which are available on the Platform.
The Company shall not be liable for the Customer Data or their accuracy, completeness and legality. The Customer shall indemnify and hold harmless the Company in case the Company is sued in law or in fact by a government body or third party on the grounds of infringements of intellectual property rights or laws pursuant to the Customer Data shared through the Platform or if that Customer Data is objectionable, incorrect or misleading.
Where the Platform includes or makes use of artificial intelligence (“AI”) functionalities, the Customer acknowledges and agrees that any AI‑generated results, suggestions, content, analyses or other output are provided on an indicative, “as‑is” basis only. Such output does not constitute professional advice nor any representation, guarantee or warranty as to accuracy, completeness, reliability or fitness for a particular purpose.
The Customer remains solely responsible for independently verifying, validating and reviewing all AI‑generated output before any use, reliance, publication or further processing.
No implied transfer of Intellectual Property Rights in any AI‑generated output shall arise, except as expressly provided under Article 11 of these Terms and Conditions.
The Company shall never be responsible for damages that are wholly or partially due to a shortcoming of the Customer itself or of third parties, or that could have been avoided or limited by them. Unless otherwise expressly agreed with the Company, the Customer shall be responsible for implementing the necessary security, back-up and general management measures for the Customer Systems.
The Company's liability shall be limited to foreseeable, direct and personal damages suffered. Under no circumstances shall the Company be liable for indirect, incidental or consequential damages of any nature whatsoever (even if notified of the likelihood of such consequential damages or if the likelihood of such consequential damages could reasonably have been foreseen). Indirect damages include: loss of profit, loss of turnover, loss of goodwill, trading loss, business continuity failures, third-party claims, loss of Customer Data, fallback or replacement costs and other forms of consequential damages related to or arising from the delivery or performance of the Services, or for delay in delivery, unless such damage or loss is due to the Company's intention in accordance with clause 12.1.
Under no circumstances shall the Company be liable for damages in excess of the Company's insurance coverage. The Company shall procure and maintain, for the entire duration of the Agreement, professional liability insurance suitable for the performance of the Services, with amounts that are sufficient taking into account industry standards. If and insofar as no payment is made under the aforementioned insurance cover for whatever reason, the legal obligation to pay damages (if any) (for whatever reason) shall be limited to the prices paid by the Customer to the Company in the twelve (12) months immediately preceding the earliest event that gave rise to the liability or, if the twelve (12) months have not yet elapsed, twelve (12) times the average monthly prices (or one (1) time the yearly price) paid by the Customer to the Company from the date of signing the Agreement till the date of the earliest event that gave rise to the liability. The existence of more than one claim shall not extend such limit.
The right to claim damages from the Customer shall irrevocably lapse six (6) months after the alleged fault has occurred; the Customer shall send a notice of default with a detailed description of the alleged fault within the aforementioned period. The aforementioned limitation of liability shall not apply to (i) damages resulting from the personal injury or death, fraud or wilful misconduct of the Company, and (ii) the liability which, by law, cannot be limited or excluded.
The Customer must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the Company under or in connection with the Agreement.
CONFIDENTIALITY
The Customer must, unless it has the prior written consent of the Company: (i) keep confidential at all times the Confidential Information of the Company; (ii) effect and maintain adequate security measures to safeguard the Company’s Confidential Information from unauthorised access or use; and (iii) disclose the Company’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of the Agreement.
The obligation of confidentiality in this clause does not apply to any disclosure or use of Confidential Information: (i) for the purpose of performing the Agreement or exercising a party’s rights under the Agreement; (ii) required by law (including under the rules of any stock exchange), (iii) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; (iv) which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or (v) by the Company if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Company enters into a confidentiality agreement with the third party on terms no less restrictive than provided for in the Agreement.
The Customer acknowledges that the source code and/or object code of the Platform is a trade secret within the meaning of the Law of 30 July 2018. If for any reason whatsoever, the Customer becomes aware of this source code and/or object code, the Customer undertakes to keep the same strictly confidential and not to use it illegally (for example copying it without the Company's permission) and/or to make the same public (for example by making it available to third parties without the Company's permission).
FORCE MAJEURE
Neither Party shall be bound to fulfil any contractual obligation if fulfilment is impeded by Force Majeure. Force Majeure shall include but not be limited to the following: military action, government action, weather conditions, failure or malfunction of telecommunications and internet connections, delay or default in the performance of obligations by suppliers of the Company, transport problems and strikes.
If the Company has already partially fulfilled its obligations when a Force Majeure occurs, or can only partially fulfil its obligations as a result of the Force Majeure, it shall be entitled to invoice the performance already delivered or the deliverable part of the performance separately, and the Customer shall be obliged to pay this invoice as if it were a separate agreement.
MISCELLANEOUS PROVISIONS
Best efforts: The Company will use best efforts to provide the Services in accordance with the Agreement and Belgian law. The Company will provide the Services exercising reasonable care, skill and diligence and using suitably skilled, experienced and qualified personnel. All obligations of the Company regarding the Services shall be obligations of means and not of result.
Notices: Any notice or other communication in connection with the Agreement shall be in writing, addressed to the registered office or domicile of the other party. Each party shall promptly notify the other party of any change in its address and billing details.
Severability: If any provision of the Agreement is wholly or partly void, voidable or in conflict with the law, it shall be deemed to be a stand-alone provision, and to be inapplicable. The other provisions of the Agreement shall fully remain in force.
Waiver: Delay or default on the part of the parties in enforcing any right that one party has against the other party under the Agreement shall never constitute a waiver of rights, unless the Agreement contains an express provision to this effect. If a party waives a right it has under the Agreement, this shall not imply that it also waives or must waive this right or any other rights in a subsequent case.
Entire agreement: The Agreement reflects the entirety of what has been agreed between the parties, and supersedes all prior and concurrent, express or implied understandings, agreements, representations and warranties, whether written or oral.
Subcontracting and assignment: The Customer may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the Company, that consent not to be unreasonably withheld. The Customer remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
Variation: Any variation to the Agreement must be in writing and signed by both parties.
Electronic Signing: The parties agree that (i) electronic signatures which qualify as an advanced or a qualified e-signature under the eIDAS Regulation (Regulation (EU) N°910/2014) or (ii) scan copies of duly signed counterpart signature pages to the Agreement transmitted by email in .pdf format, will have the same probative value as a wet ink original paper document bearing a manually signed signature.
References and logos: Unless the Customer expressly objects in writing, the Company may use the Customer’s trade name, brand name and logo for the limited purpose of identifying the Customer as a user of the Services in the Company’s marketing materials, website, pitch decks, presentations and other commercial communications. Such use shall be limited to factual reference only and shall not include any additional statements regarding the Customer or its activities without the Customer’s prior written approval.
APPLICABLE LAW AND COMPETENT COURTS
The Agreement is governed by, and must be interpreted in accordance with, the laws of Belgium.
All disputes, disagreements or claims arising from or in connection with the Company Agreement, or its non-performance, termination or invalidity, shall be exclusively laid before the courts of Ghent.
