* Machine translated from original Dutch document https://easybox.com/algemene-voorwaarden/
Version: TOU-1.0.3
Publication date: April 21, 2023
EASYBOX GENERAL LICENSE TERMS AND CONDITIONS
1.1
Special Terms and Conditions: the special terms and conditions applicable between the Customer and EASYBOX as set forth in a separate agreement, quotation, or order confirmation;
EASYBOX: BV BREEX EASYBOX, with its registered office at Moutstraat 66/box 601, 9000 Ghent, company number 0760.527.015;
EASYBOX Services: the services that EASYBOX provides to the Customer (and, where 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, where applicable, their users) gain access to via unique login credentials.
Customer: a company with which EASYBOX has entered into the current license agreement;
Sales Partner: a third-party company that, in collaboration with EASYBOX, provides services to the Customer (and, where applicable, its users), whether or not via 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, including these General Terms and Conditions and the Special Terms and Conditions;
Login Credentials: a code intended 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 for the Customer’s hardware and software necessary to use the EASYBOX SaaS platform properly;
Confidential Information: confidential information concerning the Customer or EASYBOX, including (a) information designated as confidential in writing, (b) information that is not generally known, (c) information that has not been made generally available by the party to which the information relates and/or from whom the information originates, and (d) information that must be presumed to be confidential;
Web Application: the software and/or modules as described on the EASYBOX website, to which EASYBOX grants the Customer access for use in accordance with the current license agreement;
Payment Initiation Service Provider: Ponto, a service provided by Isabel NV, a licensed payment institution supervised by the National Bank of Belgium under company number 0455.530.509;
1.2
The License Agreement takes effect upon its signing by the Customer and EASYBOX, whereby such signing also constitutes acceptance of these general terms and conditions, and it supersedes and replaces all written or oral contracts, proposals, and commitments relating to the same subject matter that predate the date of this License Agreement. This License Agreement excludes the application of any general terms and conditions and/or other terms and conditions of the Customer.
1.3
EASYBOX’s obligations are obligations to use its best efforts.
2.1
EASYBOX grants the Customer, in exchange for payment of the agreed-upon fees, 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 set forth in this License Agreement. The right of use commences upon the signing of the License Agreement. The Customer may not permit the EASYBOX SaaS platform to be used for the benefit of any legal or natural person other than the Customer.
2.2
The Customer may not assign any 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 should be interpreted as follows:
3.1
EASYBOX respects the Customer’s privacy and processes the Customer’s personal data in accordance with applicable regulations (in particular Regulation No. (EU) 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data, and the Belgian Act on the Protection of Natural Persons with Regard to the Processing of Personal Data of July 30, 2018). This processing is based on the Customer’s consent and the agreements made. The Customer remains the owner of the data entered by him at all times. By signing this License Agreement, the Customer agrees that EASYBOX may, among other things, conduct credit checks and collect data regarding the Customer, as well as his representatives and other parties involved in the Customer’s business. This data may be used by EASYBOX or its group to perform the License Agreement, fulfill their legal obligations, and to send information regarding products or services that may be of interest to the Customer. This data collection is carried out in accordance with EASYBOX’s privacy policy. The Customer has the right to be informed about the personal data that EASYBOX processes, as well as to request the correction of inaccurate data, the deletion of the data, and/or the restriction of processing, always to the extent provided for by applicable regulations. The Customer also has the right to object to processing and to request the transfer of personal data, again in accordance with applicable regulations. The Customer may exercise these rights by sending a written request to EASYBOX, dated and signed, with a copy of both sides of their ID card attached. In the event of any issues, the Customer has the right to file a complaint with the Belgian Data Protection Authority (Drukpersstraat 35, 1000 Brussels; +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).
4.1
Any event that constitutes an insurmountable obstacle to the normal performance of the License Agreement or that seriously impedes or hinders such performance shall be considered a force majeure event, including, but not limited to: strikes, government measures, (temporary) closure of the business, transportation difficulties, delays or inability to receive supplies, and damage to—or defects in—EASYBOX’s business assets essential to the assignment, delays or inability to receive supplies from EASYBOX’s suppliers, power outages, server failures, etc. In the event of force majeure, EASYBOX is entitled either to suspend the performance 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 damages. The Customer’s financial obligations may never be suspended or terminated as a result of force majeure.
5.1
EASYBOX reserves the right to change prices at any time, up to once a year, but no sooner than six months after the effective date of the License Agreement. Such changes may be implemented, among other reasons, as a result of cost increases and/or price-increasing measures taken by the Belgian government or suppliers.
5.2
All taxes and fees, however named, that are currently imposed or may be imposed at any time on the amounts payable by the Customer shall be borne by the Customer.
5.3
The Customer may not invoke suspension, a discount, or setoff with respect to the Customer’s payment obligations to EASYBOX.
5.4
EASYBOX has the right (but is not obligated) to make invoices available to the Customer electronically via email or through a customer portal.
5.5
The Customer agrees to pay the fees set forth in the accepted License Agreement (the “Fees”). License Agreements are non-cancelable, and the Fees must be paid no later than fifteen (15) days after the invoice date.
5.6
Unless otherwise specified above, all invoices are payable at the address of EASYBOX’s registered office and, unless otherwise stipulated, must be paid within a period of fifteen (15) days from the invoice date. In the event of late payment, default interest of 1.5% per month shall be due by operation of law and without notice of default, as well as a lump-sum compensation of 10%, with a minimum of 65 EUR, by way of irrevocable damages and regardless of court costs. For each reminder sent, an additional reminder fee of 15.00 EUR will be charged, plus the costs of registered mail. All complaints and objections must be submitted within 7 days of the invoice date.
5.7
The Customer must promptly notify EASYBOX of any changes to the address and billing information provided upon signing the License Agreement.
6.1
EASYBOX may terminate the License Agreement as a matter of law by sending ordinary written notice to the Customer, without any judicial formalities:
6.2
If the Customer unilaterally terminates or breaches the License Agreement prematurely and prior to the expiration of the contractually stipulated term, or commits a material breach of contract, the Customer shall owe EASYBOX at least a lump-sum compensation. In all cases of early termination, without prejudice to EASYBOX’s right to full compensation, the Customer shall owe EASYBOX, in addition to any amounts due and unpaid plus late payment interest, compensation equal to the value of the monthly fees still to become due. Payments made by the Customer shall first be applied to the agreed compensation and late payment interest, then to the outstanding costs, and finally to the principal amounts.
7.1
The parties agree that (i) electronic signatures that qualify as an advanced or qualified electronic signature under the eIDAS Regulation (Regulation (EU) No. 910/2014) or (ii) scans of the signed signature page of this License Agreement sent via email in .pdf format, shall have the same evidentiary value as an original paper copy bearing a handwritten signature.
8.1
Any dispute arising out of or in connection with the License Agreement, its performance, interpretation, or termination shall be subject to the exclusive jurisdiction of the courts of Dendermonde. The License Agreement shall be governed by Belgian law.
9.1
The Customer shall not, under any circumstances, use the EASYBOX SaaS platform for any purpose other than that for which the EASYBOX SaaS platform is intended, including (but not limited to):
9.2
Use of the EASYBOX SaaS platform is subject to payment by the Customer of the fees specified in the special terms and conditions of the License Agreement.
9.3
Use of the EASYBOX SaaS platform is governed by a subscription plan selected by the Customer. If the Customer (e.g., by adding extra users, integrations, or boxes) and/or modifies it and/or uses resources beyond their subscription, the Customer’s subscription plan will be automatically adjusted. Any additional costs will also be billed to the Customer.
9.4
If the Customer has selected a subscription plan but uses EASYBOX Services (whether or not via the EASYBOX SaaS platform) that are not included in that plan, EASYBOX reserves the right to invoice the Customer for these EASYBOX Services immediately.
9.5
In order to provide its services, EASYBOX requires certain information from the Customer, which it will request at the start of the collaboration. If the Customer does not provide this information to EASYBOX within three months of signing the License Agreement, EASYBOX has the right to charge a fee of 500.00 euros per month. This fee will be offset against the prices specified in Article 5 as soon as the Customer provides the information to EASYBOX.
9.6
The Customer is not permitted to use the EASYBOX SaaS platform in violation of any legal provisions or the License Agreement. The Customer is responsible for the content and accuracy of the data it has transmitted to EASYBOX via the EASYBOX SaaS platform. The Customer undertakes to EASYBOX to use the EASYBOX SaaS platform reasonably so that the amount of information stored by the Customer and the volume of data transferred by the Customer do not deviate from what EASYBOX reasonably deems appropriate to provide a reasonable user experience that is suitable for the foreseeable usage pattern. Under no circumstances shall the Customer’s data usage (including data storage) exceed 10 GB. In the event that the Customer’s data usage (including data storage) exceeds this 10 GB limit, the Customer shall pay an additional fee based on the amount of data used in excess of the 10 GB limit.
10.1
The agreed term, as specified in the special terms and conditions of the License Agreement, begins on the date the License Agreement is signed (“Initial Term”).
10.2
The License Agreement shall be automatically renewed for successive one-year periods (each Term being a “Renewed Term”), beginning upon the expiration of the Initial Term, unless one of the Parties gives written notice of termination six (6) months prior to the end of the Initial Term or the current Renewed Term, as applicable, terminates the License Agreement in writing.
10.3
Upon termination of the License Agreement for any reason, (i) the Customer must immediately pay all Fees and other amounts owed to Easybox under the License Agreement up through the date of termination, (ii) all rights of use granted to the Customer under the License Agreement, including the right to use the EASYBOX SaaS Platform, shall automatically expire, and (iii) EASYBOX shall, upon the Customer’s simple request, provide a copy of the Customer Data in a commonly used file format (provided that the Customer has fulfilled its obligations under the License Agreement). This file format will remain available and accessible for thirty (30) days following termination or the expiration of the subscription term.
11.1
EASYBOX will make every effort to create a new backup of the EASYBOX SaaS platform every 24 hours, unless such a backup is not possible due to external circumstances.
11.2
EASYBOX will use its best efforts to protect the data that the Customer has entered via the EASYBOX SaaS platform as effectively as reasonably possible against loss, theft, unauthorized access, and modification by non-users.
12.1
The Customer warrants that the Internet connection it uses meets the following requirements necessary for using the EASYBOX SaaS platform:
12.2
The Customer is responsible for taking the necessary measures to protect its hardware and software configurations, as well as its telecommunications and Internet connections, against viruses, computer crime, and unauthorized use by its own users or by third parties.
13.1
EASYBOX is entitled, at its sole discretion, to implement updates and upgrades to the EASYBOX SaaS platform. EASYBOX will make updates and upgrades (if practically feasible) available to the Customer via the Internet, and the Customer agrees to implement them as soon as possible.
13.2
EASYBOX may add or remove features and functionalities, offer new services, or discontinue outdated 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 billed monthly or quarterly.
13.3
EASYBOX strives 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 use reasonable efforts to notify the Customer of this in a timely manner, to minimize any negative impact on the EASYBOX SaaS platform as much as possible, and to perform such services outside of business hours (if practically feasible);
b) for a reasonable period of time if EASYBOX believes that the offering or use of the EASYBOX SaaS platform infringes or is reasonably likely to infringe 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.
14.1
The Customer agrees that (i) each user account will be used by only one registered user, (ii) each registered user will use a secure password for the EASYBOX SaaS platform, and (iii) each registered user will keep their password confidential. The Customer is responsible for the actions of its registered users and may not share its login credentials with a third party to grant access to the EASYBOX SaaS Platform.
14.2
The Customer must handle the Login Credentials with care and is responsible for them. The Login Credentials are non-transferable. The Customer is obligated to maintain strict confidentiality regarding the Login Credentials with respect to all third parties. The Customer is liable for any use of their Login Credentials. All actions are at the Customer’s own expense and risk. EASYBOX reserves the right at all times, upon providing reasons, to block or suspend the Customer’s access to the EASYBOX SaaS platform for an indefinite period if there is a suspicion of misuse or other improper use. The Customer shall exercise responsible use of access to the EASYBOX SaaS platform and the information obtained therefrom, and the Customer is also unconditionally liable for any information they add to the EASYBOX SaaS platform.
15.1
If the registered user or the Customer chooses to initiate a Payment Order, this service will be provided by the Payment Initiation Service Provider (the “Payment Initiation Services”). To provide these Payment Initiation Services, the Payment Initiation Service Provider is registered with the National Bank of Belgium as its regulatory authority.
15.2
If the Customer chooses to use the Payment Initiation Service Provider, the Customer agrees to the terms and conditions for the use of Payment Initiation Services.
16.1
With regard to the EASYBOX SaaS platform, it is generally true that the proper functioning of a computer configuration (a combination of hardware and software) can never be fully guaranteed. Both external factors (power outages, disruptions to the internet and IT systems, etc.) and factors specific to the IT and computer configuration of the Customer and/or EASYBOX (malfunctions, network disruptions, non-compliant use by users, etc.) may result in, among other things, unexpected loss of data, programs, and/or information. However, the Customer undertakes to implement processes for the security, storage, and recovery of data (including, but not limited to, backups). In any case, EASYBOX is not liable for such incidents of damage.
16.2
To the extent permitted by 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, the purchase of substitute services, the recruitment or non-recruitment of certain individuals, and/or losses incurred by the Customer and/or third parties, or bodily injury or property damage arising out of or in connection with the License Agreement, including, but not limited to, incorrect calculations, or the (improper) use of or inability to use the EASYBOX SaaS Platform, regardless of the cause of action or theory of liability, whether based on tort, contract, or otherwise.
16.3
When using the Payment Initiation Service, the Customer is responsible for verifying the payment order. The Customer must first 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 did not correct prior to confirming the initiation of the payment order.
16.4
EASYBOX is not liable for the Customer’s data or for its accuracy, completeness, or legality. The Customer shall indemnify EASYBOX if EASYBOX is held liable, in law or in fact, by a government agency or third party for infringements of intellectual property rights or laws arising from 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 damages is in any case limited to the amount for which it is insured, specifically a maximum of 100,000.00 EUR for property damage and 20,000.00 EUR for bodily injury.
16.7
If and to the extent that, for any reason whatsoever, no payment is made under the aforementioned insurance coverage, the legal obligation to pay (any) damages (for any reason whatsoever) is limited to no more than the amount that EASYBOX invoiced the Customer under the License Agreement in the calendar year in which the event causing the damage occurred.
17.1
Neither party shall disclose Confidential Information concerning the other party or use such information for any purpose other than that for which it was obtained. The parties warrant that their employees and/or staff, as well as any third parties engaged by the parties, will comply with the confidentiality obligations set forth in this section.
17.2
The Customer acknowledges that the source code and/or object code of the EASYBOX SaaS platform constitutes a trade secret within the meaning of the Act of July 30, 2018, on the Protection of Trade Secrets. If, for any reason whatsoever, the Customer becomes aware of this source code and/or object code, the Customer undertakes to keep it strictly confidential 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 confidentiality obligation shall remain in effect even after the termination of the License Agreement.
18.1
Without prejudice to Article 3, with regard to the EASYBOX SaaS platform, the data that the Customer has entered via the EASYBOX SaaS platform is stored in a database managed by a third party engaged by EASYBOX. EASYBOX guarantees data security with this third party in accordance with the GDPR. All data remains within the European Economic Area (EEA) at all times. If, at any point in the future, data export outside the EEA is required, EASYBOX undertakes to notify 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 this License Agreement and the data processing agreement available on the EASYBOX website (https://www.easybox.com/dpa/), which the Customer acknowledges having read and accepted.
19.1
EASYBOX may provide integrations with, or include, other features that give the Customer access to third-party services or software (“Third-Party Services”) (for example, third-party services with which EASYBOX provides an integration). EASYBOX is not a seller of, nor is it liable for, Third-Party Services, which may be subject to specific licenses, end-user agreements, privacy and security policies, and/or terms of use, which must be entered into by the Customer directly with such Third Party. EASYBOX makes no warranty regarding Third-Party Services. The use of Third-Party Services is at the Customer’s own risk, and Third Parties may require the Customer to agree to additional terms and conditions for the use of Third-Party Services. EASYBOX may, at its sole discretion, with or without notice, and at any time, disable any Third-Party Services. Easybox is not liable for the export of data to Third-Party Services.
19.2
EASYBOX does not guarantee or claim that the EASYBOX SaaS Platform will be compatible with any application, program, or platform that is not specifically designated as compatible within the Services. The Customer accepts and acknowledges that the Services are inherently dependent on software, which means that flawless operation and continuous availability cannot be guaranteed.
20.1
The term “Intellectual Property Rights” means all existing and future intellectual, industrial, and commercial rights, whether registered or unregistered, as well as all other proprietary and similar rights, in Belgium and throughout the world, including, without limitation, copyrights (including, without limitation, copyrights in computer programs and databases), related rights in performances, phonograms, films, journalistic works, broadcasts, and database rights; design rights; and all other possible rights in the fields of literature, art, and science; patent rights, rights to know-how and trade secrets; and all other rights to intellectual creations in the field of technology; trademarks, rights to corporate and trade names, domain names, and all other rights to signs used in commerce to distinguish another party’s goods or services in commerce, and all similar or equivalent rights or forms of protection that exist or may exist in the future anywhere in the world.
20.2
All Intellectual Property Rights are and remain the exclusive property of EASYBOX. None of the provisions contained in the general or special terms and conditions may be construed as resulting in a full or partial transfer of those rights to the Customer. The Customer is not permitted to modify, remove, or obscure any indication of EASYBOX’s Intellectual Property Rights on or within the EASYBOX SaaS platform. The Customer is not permitted to use or register any trademark, design, or domain name of EASYBOX, or any corresponding name or symbol, in any country anywhere in the world.
20.3
The Customer is not permitted to modify, remove, or obscure any indication of EASYBOX’s Intellectual Property Rights on or within the EASYBOX SaaS platform. The Customer is not permitted to use or register any EASYBOX trademark, design, or domain name, or any corresponding name or symbol, in any country, anywhere in the world. The Customer is not permitted to reproduce, decompile, publish, exploit, and/or use elements of the EASYBOX SaaS platform in a manner that conflicts with the (intellectual property) rights attached to these elements.
20.4
All intellectual property rights relating to the Customer’s materials remain the exclusive property of the Customer. EASYBOX is granted 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 harmless EASYBOX from and against all damages, losses, expenses, and costs arising from any claim brought by a third party alleging that the materials infringe the third party’s intellectual property rights.
20.5
The Customer is not permitted to (i) use EASYBOX, in whole or in part, for any purposes other than those specified in the License Agreement; (ii) to decompile, disassemble, or reverse engineer the source code, underlying concepts, underlying user interface techniques, or algorithms of EASYBOX in any way, or to attempt to reconstruct, identify, or discover the source code, or to disclose 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 purposes or activities, including the introduction of a virus, Trojan horse, worm, malware, or other programs intended to damage, secretly intercept, or misappropriate a system, data, or information, or to adversely affect them.
For details about the Easybox Data Processing Agreement, please visit our DPA page.