Publish date: April 21 2023
Machine translated from original Dutch document ( Algemene voorwaarden en condities )
1.1 Special Conditions: the special conditions that apply between the Customer and EASYBOX and are evidenced by a separate agreement, quotation or order confirmation;
EASYBOX: BV BREEX EASYBOX, with registered office at 9000 Gent, Moutstraat 54 with company number 0760.527.015;
EASYBOX Services: the services provided by EASYBOX to the Customer (and, if applicable, its users), whether or not via the EASYBOX SaaS platform, including but not limited to the use of the EASYBOX SaaS platform, data security, updates, cloud services, online help documentation, etc.;
EASYBOX SaaS platform: the Web application to which the Customer (and, if applicable, its users) gain access(s) by means of unique Login credentials.
Customer: a company with whom EASYBOX concludes the current license agreement;
Sales Partner: a third company that, in collaboration with EASYBOX, provides services to the Customer (and, if applicable, its users), whether or not through the EASYBOX SaaS platform, including but not limited to data migration, training and configuration.
License Agreement: the agreement between EASYBOX on the one hand and the Customer on the other hand, including these General Terms and Conditions and the Special Terms and Conditions;
Login Data: a code exclusively for the Customer, consisting of a username and a password, which can be used to access the EASYBOX SaaS platform;
System Requirements: the minimum requirements imposed on the Customer’s hardware and software for proper use of the EASYBOX SaaS platform;
Confidential Information: the confidential information relating to the Customer or EASYBOX, including (a) information 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 whose confidential nature must be assumed to be known;
Web Application: the software and/or modules as described on the EASYBOX Website, to which EASYBOX grants Customer access for use in accordance with the current license agreement;
Payment Initiation Service Provider: Ponto, a service offered by Isabel SA, a licensed payment institution under the supervision of the National Bank of Belgium under company number 0455.530.509;
1.2 The License Agreement shall enter into force upon signature of the License Agreement by the Customer and EASYBOX whereby the signature shall also constitute acceptance of these general terms and conditions, and it nullifies and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that would precede the date of this License Agreement. The License Agreement excludes the application of the Customer’s own potential general and/or other terms and conditions.
1.3 EASYBOX’s commitments are resource commitments.2. Object
2.1 EASYBOX grants the Customer, in exchange for paying the agreed prices, a non-exclusive and non-transferable right to use the EASYBOX SaaS platform for the Customer’s internal business purposes in accordance with the terms and conditions in this License Agreement. The right of use commences at the time of signing the License Agreement. The Customer may not allow the EASYBOX SaaS platform to be used for the benefit of any (legal) person other than the Customer.
2.2 The Customer is not permitted to transfer rights or obligations arising from the License Agreement.
2.3 Since the Web Application is offered as Software as a Service (SaaS), references to the right of use in the License Agreement are to be interpreted as follows:
such right of use does not grant the Customer any right to have or know the EASYBOX SaaS platform in source and object code; such right of use does not grant the Customer any right to reproduce, copy or share the EASYBOX SaaS platform with third parties; such right of use includes the configuration, provision and maintenance of the hosting facilities used by EASYBOX to offer the Web Application as SaaS;3. GDPR
4.1 Any event that constitutes an insurmountable obstacle to the normal performance of the License Agreement or seriously impedes or complicates it shall be considered a case of force majeure, including (but not limited to): strike, government measures, (temporary) company closure, transport difficulties, delay or impossibility in supply and damage to – or defects in – EASYBOX’s operating assets essential to the order, delay or impossibility in supply on the part of EASYBOX’s suppliers, power outages, server breakdowns, etc. In case of force majeure, EASYBOX is entitled to either suspend the execution of the License Agreement for a period not exceeding three months, or to terminate the License Agreement in whole or in part, without being liable for any compensation. Financial commitments of the Customer can never be suspended or dissolved as a result of force majeure.5. Prices and payment
5.1 EASYBOX reserves the right to change the prices in the interim, no more than once a year, but no earlier than six months after the start of the License Agreement. Among other things, the change may be made as a result of cost increases and/or price-increasing measures taken by the Belgian government or suppliers.
5.2 All taxes and costs, however named, which are now, or at any time will be levied on the amounts payable by the Customer, shall be borne by the Customer.
5.3 The Customer may not invoke suspension, discount or settlement in respect of the Customer’s payment obligations to EASYBOX.
5.4 EASYBOX is entitled (but not obliged) to make invoices available to the Customer electronically by e-mail or by means of a customer portal.
5.5 The Customer agrees to pay the charges set forth in the accepted License Agreement (the “Charges”). License Agreements are non-cancelable and the Charges must be paid no later than fifteen (15) days after the invoice date.
5.6 Unless otherwise stated above, all invoices are payable at the address of EASYBOX’s registered office and, except as otherwise provided, shall be paid within a period of fifteen (15) days from invoice date. If payment is not made on time, interest on arrears of 1.5% per month will be payable by operation of law and without notice of default, as well as fixed compensation of 10% with a minimum of EUR 65, by way of irrevocable damages and irrespective of the legal costs. Per reminder sent, an additional cost of 15,00 EUR will be charged in addition to the costs for the registered mail. All complaints and protests must be formulated within 7 days of the invoice date.
5.7 The Customer must always inform EASYBOX by return of changes in the address and invoice details communicated when signing the License Agreement.6. Termination
6.1 The License Agreement can be legally terminated by EASYBOX by ordinary written notice to the Customer, without any judicial formality:
If the Customer is in suspension of payments, collective debt settlement, judicial reorganization or bankruptcy, In the event of an attachment or other forms of forced execution at the Customer’s expense, Upon liquidation or cessation of the Customer’s business, In the event of non-payment of invoices, In the event of any default by the Customer under this License Agreement that is not remedied within 5 days of a written notice to that effect. 6.2 If the Customer should unilaterally terminate or breach the License Agreement early and prior to the expiry of the contractual term or commit a contractual default, the Customer shall owe EASYBOX at least liquidated damages. In all cases of premature termination, without prejudice to EASYBOX’s right to full compensation, the Customer shall owe EASYBOX, on the one hand, in addition to the expired and unpaid sums, increased by interest on arrears, compensation fixed at the value of the monthly prices yet to fall due. The payments made by the Customer will first be charged against the stipulated compensation and against the interest on arrears, and then against the unpaid expenses and finally against the principal sums.7. Electronic signature
7.1 The parties agree that (i) electronic signatures that qualify as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No. 910/2014) or (ii) scans of the signed signature page of this License Agreement delivered via email in .pdf format, will have the same evidential value as an original paper copy with a handwritten signature.8. Applicable law and choice of forum
8.1 Any dispute regarding the License Agreement, its execution, interpretation and termination shall be subject to the exclusive jurisdiction of the courts of Dendermonde. The License Agreement is governed by Belgian law.PART 2 – USING THE EASYBOX SAAS PLATFORM 9. Obligations of the Customer.
9.1 The Customer shall in no way use the EASYBOX SaaS platform for purposes other than for which the EASYBOX SaaS platform serves, including (but not limited to):
9.2 Use of the EASYBOX SaaS platform is subject to payment of the prices by the Customer, as stated in the special conditions of the License Agreement.
9.3 The use of the EASYBOX SaaS platform occurs in accordance with a subscription formula chosen by the Customer. If the Customer extends his subscription (including by adding additional users, integrations or boxes) and/or changes and/or consumes units on top of his subscription, the Customer’s subscription formula will be automatically adjusted. Any additional cost will also be invoiced to the Customer.
9.4 If the Customer has opted for a type of subscription, but purchases (whether or not via the EASYBOX SaaS platform) EASYBOX Services that are not included in that subscription, EASYBOX reserves the right to invoice these EASYBOX Services immediately.
9.5 In carrying out its services, EASYBOX needs data from the Customer, which it will request each time at the start of the cooperation. If the Customer does not provide this data to EASYBOX within three months after signing the License Agreement, EASYBOX is entitled to charge a fee of 500.00 euros per month. This fee will be deducted from the prices mentioned in Article 5 as soon as the data is delivered to EASYBOX by the Customer.
9.6 The Customer is not permitted to use the EASYBOX SaaS platform in violation of statutory provisions or the License Agreement. The Customer is responsible for the content and accuracy of the data he has transmitted to EASYBOX through the EASYBOX SaaS platform. The Customer undertakes to EASYBOX to use the EASYBOX SaaS platform reasonably so that the amount of information stored by him and the volume of data transport realized by him do not deviate from what EASYBOX reasonably considers appropriate to provide a reasonable user experience appropriate for the predictable pattern of use. In no case will the Customer’s data usage (including data storage) exceed 10 GB. In the event that the Customer’s data usage (including data storage) would exceed this 10 GB limit, the Customer will pay an additional charge depending on the amount of data it uses above the 10 GB ceiling.10. Duration
10.1 The agreed duration as stipulated in the Special Terms of the License Agreement shall commence on the date of signing the License Agreement (“Initial Term”).
10.2 The License Agreement is automatically renewed for successive one-year periods (each Term is an “Extended Term”), commencing after the expiration of the Initial Term, unless either Party terminates the License Agreement in writing six (6) months prior to the end of the Initial Term or the current Extended Term, as applicable.
10.3 Upon termination of the License Agreement for any reason (i) Customer shall immediately pay all Fees and other amounts owed to Easybox under the License Agreement, up to and including the date of termination, (ii) all rights of use granted to Customer under the License Agreement, including the right to use the EASYBOX SaaS Platform, shall automatically expire and (iii) upon Customer’s simple request, EASYBOX shall provide Customer with a copy of the Customer Data in a common file format (provided that Customer has fulfilled its obligations under the License Agreement). This file format will remain available and viewable for thirty (30) days after the termination or expiration of the subscription end date.11. Backup and security
11.1 EASYBOX will endeavor to create a new backup of the EASYBOX SaaS platform every 24 hours, unless such backup is not possible due to external circumstances.
11.2 EASYBOX will use its best efforts to secure the data entered by the Customer through the EASYBOX SaaS platform as well as reasonably possible against loss, theft, unauthorized access and modification by non-users.12. System requirements
12.1 The Customer guarantees that the internet connection used by him meets the following requirements necessary for the use of the EASYBOX SaaS platform:
12.2 The Customer is responsible for taking the necessary measures to protect the hardware and software configuration and telecommunications and Internet connections against viruses, computer crime and unauthorized use by its own users or by third parties.13. Maintenance and availability
13.1 EASYBOX is entitled, at its discretion, to make updates and upgrades to the EASYBOX SaaS platform. EASYBOX will make updates and upgrades (if practical) available via the Internet to the Customer who undertakes to implement them as soon as possible.
13.2 EASYBOX may add or remove features and functionalities, offer new services or discontinue obsolete functionalities. Any new functionalities of the EASYBOX SaaS platform may result in a price increase and/or be offered at a fixed price that will be settled monthly or quarterly.
13.3 EASYBOX makes every effort to ensure optimal availability of and access to the EASYBOX SaaS platform. However, EASYBOX reserves the right to restrict access to the EASYBOX SaaS platform in whole or in part:
(a) for a reasonable period of time for maintenance and installation purposes (such as updates and upgrades that cannot be implemented without restricting access). EASYBOX will make reasonable efforts to notify the Customer in a timely manner, and minimize any negative impact on the EASYBOX SaaS platform and perform such services outside business hours (if practical);
b) for a reasonable period of time if EASYBOX believes that the provision/use of the EASYBOX SaaS platform violates or is reasonably likely to violate the rights of EASYBOX or any other person, or applicable laws or regulations and/or that continued use poses a risk to the security and/or integrity of the EASYBOX SaaS platform.14. Users and login information
14.1 The Customer agrees that (i) each user account will only be used by one registered user, (ii) each registered user will maintain a secure password for the EASYBOX SaaS Platform and, (iii) each registered user will keep his/her password confidential. The Customer is responsible for the actions of its registered users and may not share his/her login credentials with a third party to provide access to the EASYBOX SaaS Platform.
14.2 The Customer must handle and is responsible for the Login Data with care. The Login credentials are not transferable. With respect to the Login Data, the Customer is obliged to observe absolute confidentiality with respect to anyone. The Client is liable for any use of his Login Data. All actions are for the account and risk of the Customer. EASYBOX has at all times the right, with reasons given, to block or suspend the Customer’s access to the EASYBOX SaaS platform indefinitely, if there is a suspicion of abuse or otherwise improper use. The Customer will deal responsibly with access to the EASYBOX SaaS platform and the information obtained from it, and the Customer is also unconditionally liable for any information he adds on the EASYBOX SaaS platform.15. Payment initiation services
15.1 When the choice of the registered user or the Customer requires the initiation of a Payment Order, this will be offered by the Payment Initiation Service Provider (the “Payment Initiation Services”). In order to provide these Payment Initiation Services, Payment Initiation Service Provider is registered with the National Bank of Belgium as its supervisor.
15.2 If the Customer chooses to use the Payment Initiation Service Provider, the Customer accepts the terms and conditions for purchasing Payment Initiation Services.16. Liability
16.1 With regard to the EASYBOX SaaS platform, it generally applies that the operation of a computer configuration (a combination of hardware and software) can never be fully guaranteed. Both external factors (power outages, Internet and IT system failures, etc.) and factors specific to the IT and computer configuration of the Customer and/or EASYBOX (defects, network failures, non-compliant use by users, etc.) may cause, among other things, unexpected loss of data, programs and/or data. However, the Customer undertakes to equally provide processes for the security, preservation and restoration of data (such as but not limited to backups). In any case, EASYBOX is not responsible for such losses.
16.2 To the extent permitted by law under applicable law, EASYBOX shall not be liable for any special, indirect, incidental or consequential damages of any kind, including, but not limited to, damages or costs resulting from loss of profits, loss of data, loss of revenue, loss of goodwill, business interruption, procurement of substitute services, whether or not certain persons are recruited, and/or losses of Customer and/or third parties or physical or property damage arising out of or related to the License Agreement, including, but not limited to, miscalculations, or the (mis)use of or inability to use EASYBOX SaaS Platform, regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise.
16.3 When using the Payment Initiation Service, the Customer is responsible for the verification of the payment order. In doing so, the Customer will have to confirm the amount of the payment order before confirming the initiation of the payment order. EASYBOX is not liable for input errors that the Customer has not corrected prior to confirming the initiation of the payment order.
16.4 EASYBOX is not liable for the Customer’s data or its accuracy, completeness and legality. The Customer will indemnify EASYBOX if EASYBOX should be sued in law or in fact by a government body or third party for infringements of intellectual property rights or laws pursuant to the data, images, information, photos, etc. posted on the EASYBOX SaaS platform.
16.5 EASYBOX is not liable for the services provided by a Sales Partner.
16.6 Without prejudice to article 15.1, EASYBOX’s liability for direct damage shall in any case be limited to what it is insured for, in particular a maximum of EUR 100,000.00 for material damage and EUR 20,000.00 for physical damage.
16.7 If and to the extent that, for whatever reason, no payment is made under the aforementioned insurance coverage, the legal obligation to pay damages (if any) (for whatever reason) shall be limited to a maximum of the amount EASYBOX has invoiced to the Customer under the License Agreement in the relevant calendar year in which the damaging event occurred.17. Confidentiality
17.1 Each of the parties shall not disclose or use Confidential Information concerning the other party for any purpose other than that for which the Confidential Information was obtained. The parties warrant that their employees and/or staff as well as third parties engaged by the parties shall comply with the confidentiality obligations described in this article.
17.2 The Customer acknowledges that the source code and/or object code of the EASYBOX SaaS platform is a trade secret within the meaning of the Law of July 30, 2018 on the protection of trade secrets. If, for any reason, the Customer becomes aware of this source code and/or object code, the Customer undertakes to keep it strictly secret and not to use it unlawfully (such as copying it without EASYBOX’s permission) and/or disclose it (such as making it available to third parties without EASYBOX’s permission).
17.3 The obligation of confidentiality shall continue to exist even after termination of the License Agreement.18. Data protection and processor agreement.
18.1 Without prejudice to Article 3, with regard to the EASYBOX SaaS platform, the data entered by the Customer using the EASYBOX SaaS platform will be stored in a database managed by a third party engaged by EASYBOX. EASYBOX guarantees data security with this third party in accordance with GDPR. All data remains at all times within the European Economic Area (EEA). If at some point in the future data export outside the EEA is required, EASYBOX undertakes to inform the Customer in advance and to set up the data export process in accordance with the requirements of the General Data Protection Regulation regarding data export.
18.2 In its relationship with the Customer, EASYBOX acts as a processor of personal data within the meaning of the GDPR in accordance with current License Agreement and the processing agreement available on EASYBOX’s website (https://www.easybox.com/en/dpa/), which the Customer acknowledges to have read and accepted.19. Third party services
19.2 EASYBOX does not warrant or represent that the EASYBOX SaaS Platform will be compatible with any application, program or platform not specifically identified as compatible in the Services. The Customer accepts and acknowledges that the Services are essentially software dependent, which means that flawless operation and permanent availability cannot be guaranteed.20. Intellectual property rights
20.1 The term “Intellectual Property Rights” means all existing and future, registered or unregistered, intellectual industrial and commercial rights, as well as all other property and similar rights, in Belgium and around the world, including without limitation, copyrights (including without limitation copyrights in computer programs and databases), related rights to performances, phonograms, films, journalistic works, broadcast and database rights, 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 service from others in commerce, and all similar or equivalent rights or forms of protection that might now or in the future exist anywhere in the world.
20.2 All Intellectual Property Rights are and shall remain the exclusive property of EASYBOX. None of the provisions contained in the general or special conditions may be construed as leading to a full or partial transfer of those rights to the Customer. The Customer is not allowed to change, remove or make unrecognizable any indication of the Intellectual Property Rights of EASYBOX on or in the EASYBOX SaaS platform. The Customer may not use or register any trademark, design or domain name of EASYBOX or any corresponding name or sign in any country, anywhere in the world.
20.3 The Customer is not permitted to change, remove or make unrecognizable any indication of EASYBOX’s Intellectual Property Rights on or in the EASYBOX SaaS platform. The Customer may not use or register any trademark, design or domain name of EASYBOX or a corresponding name or sign in any country, anywhere in the world. The Customer is not allowed to reproduce, decompile, publish, exploit and/or use elements of the EASYBOX SaaS platform in a way that violates the (intellectual property) rights that rest on these elements.
20.4 All Intellectual Property Rights related to Customer’s materials remain the exclusive property of Customer. EASYBOX receives a license to use and store these materials for the hosting, delivery, support and maintenance of the EASYBOX SaaS platform. The Customer shall defend, indemnify and hold EASYBOX harmless from and against all damages, losses, expenses and costs arising from any claim brought by a third party alleging that the materials infringe the intellectual property rights of the third party.
20.5 The Customer shall not have the right to (i) use EASYBOX in whole or in part for any purpose other than for the purposes stated in the License Agreement; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover the source code, underlying ideas, underlying user interface techniques or algorithms of EASYBOX in any way, or to disclose any of the foregoing; (iii) use EASYBOX in any unlawful, illegal, fraudulent or harmful manner or (iv) for any unlawful, illegal, fraudulent, offensive, threatening or other harmful purpose or activity, including the placement of any virus, Trojan horse, worm, malware or other program that attempts to damage, surreptitiously intercept, expropriate or adversely affect any system, data or information.