Terms of use | Easybox

Version: TOU-1.0.0
Publish date: Jan 11 2022

These EasyBox Terms of Use describe the conditions under which a Customer can use Easybox and constitute the agreement between Breex Easybox BV, with registered office at Dijkstraat 22, 9160 Lokeren, RPR Ghent, department Dendermonde under the company number BE0760.527.015 (“Easybox”) and the Customer. The Parties are hereinafter referred to separately as a “Party” or jointly as the “Parties”

1. Applicability

1.1 The use of the Platform and all other services provided by Easybox are governed by these Terms of Use, including additional policies available on the Easybox website referred to in these Terms of Use. The Customer’s general terms and conditions do not apply and are explicitly declared not applicable, even if the Customer’s general terms and conditions contain a similar clause.

1.2 Prior to registration or login in EasyBox, these Terms of Use are communicated to the Customer, who has accepted all its provisions. When using EasyBox, the Customer has accepted these Terms of Use.

1.3 Article 12 contains the definitions applicable to these Terms of Use.

2. License

2.1 Easybox hereby grants, under the conditions set out in these Terms of Use, the Customer a right to use the Platform under a software-as-a-service model during the Term stated in the Order Confirmation. This license is non-exclusive, non-transferable (with no right to sublicense). In the context of the Terms of Use, Easybox sometimes adds or removes features and functionalities, offers new services or terminates outdated functionalities. The applicable functionalities can be consulted by the Customer on the website on the web page provided for this purpose.

2.3 Easybox reserves the right, at its sole discretion, from time to time, without prior notice to the Customer, to make adjustments and updates to the functionality and/or documentation of EasyBox. The most recent version of the Terms of Use can be consulted at any time by the Customer on the website.

2.4 The Customer undertakes that (i) each user account will only be used by one Registered User, (ii) that each Registered User will use a secure password for EasyBox and, (iii) that each Registered User will keep his password confidential. The Customer is responsible for the actions of its Registered Users and may not share his/her login details with a third party in order to gain access to the Platform.

2.4 The Customer does not have the right to (i) use EasyBox in whole or in part for purposes other than those stated in these Terms of Use; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover the source code, underlying user interface techniques or algorithms of EasyBox in any way, or to make the aforementioned publicly available; (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 posting a virus, Trojan horse, worm, malware or other programs that attempt to damage, surreptitiously intercept or expropriate or adversely affect any system, data or information.

2.5 Easybox (and/or its licensors) retain all intellectual property rights in and on the Platform. All rights in and on the Platform that are not expressly granted to the Customer in these Terms of Use are reserved by Easybox. No license is granted to the Customer other than for the use of EasyBox that is expressly stated in these Terms of Use. The name and logo of Easybox, and the product names associated with the Platform are trademarks of Easybox or third parties, which may not be used without the prior written consent of Easybox.

2.6. Customer retains all intellectual property rights to CustomerData.

3. Costs and payment terms

3.1 The Customer agrees to the payment of the costs set out in accepted Order Confirmation(s) (the”Fees”).

3.2 Order confirmations are non-cancelable and the Fees must be paid at the latest fifteen (15) days after the invoice date. The amounts due are in EUR and exclusive of applicable taxes, or duties, and the Customer is solely responsible for the payment of those amounts. On any amount not paid on the due date, interest is due at the interest rate of one and a half percent(1.5%) per month

4. Data – data protection

4.1 All Customer Data that the Customer provides to Easybox remains the exclusive property of the Customer. The Customer is solely responsible for the accuracy, quality and legality of all Customer Data. Easybox will not use the Customer Data for purposes other than for the provision of services to the Customer and for reporting user statistics. Upon termination of the Terms of Use, the Customer will, upon simple request, receive a copy of the Customer Data in a commonly used file format to be determined by Easybox at its sole discretion,

so that the Customer can process the Customer Data in third-party software. This file format remains available and accessible for thirty (30) days after the cancellation or expiry of the end date of the subscription.

4.2 The Customer grants Easybox a non-exclusive license to process (use, copy, store, send and display) Customer Data to the extent that this is necessary for the provision of services.

4.3 All provisions governing the right to Privacy and Data Protection of the Customer and Registered Users are set out in the Easybox privacy policy which forms an integral part of these Terms of Use. The Easybox privacy policy is available on the Easybox website. By accepting these Terms of Use, the Customer declares to have taken note of and agree with the provisions in the Easybox privacy policy.

4.4 All provisions of the Easybox processing agreement (“DPA”) form an integral part of these Terms of Use. The DPA is available on the Easybox website. By accepting these Terms of Use, the Customer declares to have taken note of and agree with the provisions in the DPA.

5. Guarantee of the service levels

5.1 Unless otherwise agreed, the Easybox Service Level Terms of Use is available on the Easybox website or upon request. By signing the Terms of Use, the Customer declares to have taken note of and agree with the provisions in the Easybox Service Level, Easybox will make commercially reasonable efforts to make the Platform available at all times. However, Easybox does not give any guarantee, explicit or implicit, with regard to the availability of the Platform. The Customer acknowledges knowing that he uses the Platform at his own risk, and that everything is made available “as is”. Easybox is in no way liable for damage that the Customer would suffer through the use of the Platform. Easybox does not guarantee that all inaccuracies can be corrected, or that access to or use of Easybox will always be undisturbed, safe or error-free. Easybox will use commercially reasonable efforts to respond to incoming requests on business days within 24 (twenty-four) hours. In addition, Easybox does not provide a guarantee level for integrations, but will only make commercially reasonable efforts to make the connector work.

6. Liability – indemnification

6.1 To the extent permitted by law under applicable law, the Parties shall not be liable to each other 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 turnover, loss of goodwill, trading loss, purchase of replacement services, whether or not to recruit certain persons and/or losses of Customer and/or third parties, or physical or material damages arising out of or in connection with these Terms of Use, including, but not limited to, incorrect calculations, or the (wrong) use of or inability to use EasyBox, regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise. Easybox is not liable for verifying the accuracy or correctness of the information provided by the Customer or third parties. The Customer is liable for, among other things, the use of Easybox and the accuracy of the stored data, management of the directory, invoices sent, payments and booking data. When using the Payment Initiation Service, the Payer is responsible for the verification of the Payment Order. The Payer will first 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 Payer has not corrected prior to the confirmation of the initiation of the Payment Order.

6.2 Without prejudice to Article 6.1 of these Terms of Use, in the event that a Party is held liable, its total liability arising out of or in connection with these Terms of Use, the costs paid by the Customer under these Terms of Use during the 12 (twelve) months prior to the event giving rise to the liability of a Party, do not exceed. This aggregate liability applies to (i) all damages, (ii) the total of all claims, including breach of contract, breach of warranty, indemnification, negligence, strict liability, misrepresentation and other torts.

6.3 Easybox shall indemnify and hold harmless the Customer (and its executives, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising from a well-founded and substantiated claim, claim, or action of a third party as a result of an infringement of European intellectual property rights by EasyBox (other than as a result of Customer Data). In the event of such a claim, Easybox may, in its sole discretion, (i) acquire a free license that protects the Customer from such claim, or (ii) replace the Platform with a non-infringing alternative, or (iii) where such means are deemed feasible, Easybox may terminate the Platform and these Terms of Use without error, subject to the proviso that in the event of such a termination, the license fees paid by the Customer for services not yet provided on the date of termination will be refunded to him on a pro rata basis.

6.4 Customer agrees to indemnify and hold Easybox (and its officers, directors, employees and agents) harmless from and against any claim, demand or action of third parties (including, but not limited to, costs, damages and reasonable legal and accounting costs) arising from Customer Data that infringes the rights of third parties (including the violation of intellectual property rights).

6.5 This article sets out the customer’s sole and exclusive remedies for infringements or alleged infringements.

6.6 All restrictions agreed on the basis of this article also apply to the liability of the directors, officers, employees, contractors, agents and members of Easybox.

7. Disclaimers and Limitations

7.1 To the extent known to Easybox, the Platform does not contain any Virus upon delivery to the Customer and Easybox will not knowingly program viruses or other routine software in the Platform that are designed for unauthorized access to the Customer’s computer systems or to software, hardware, data or back door, time bomb, software lockout key or equipment, drop dead equipment or other routine software designed to automatically shut down or over time or place under the control of persons, turn off, erase or otherwise damage the computer.

7.2 Except as expressly provided in these Terms of Use, Easybox makes no express or implied warranties with respect to the use or performance of the Platform including but not limited to implied warranties of merchantability or fitness for a particular purpose. Easybox does not guarantee the compatibility of the Platform with applications, programs or platforms that are not specifically designated as compatible with the Platform. Other than as provided for in these Terms of Use, the Customer accepts EasyBox “as is”.

7.3 Third Party Services. EasyBox may provide integrations with, or include other functionalities, 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 neither a seller nor liable for Third Party Services, which may be subject to specific licenses, end user contracts, privacy and security policies and/or terms of use, which will have to be concluded by the Customer directly with that Third Party. Easybox does not guarantee Third Party Services.The use of Third Party Services is at the risk of the Customer 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 exporting data to Third Party Services.

Easybox does not warrant or represent that the Platform will be compatible with any application, program or platform that is not specifically designated 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.

8. Secrecy

8.1 Confidential Information does not include information that: (i) is already in the possession of the receiving Party and is not subject to a duty of confidentiality to the Party providing the information; (ii) has been independently developed by the receiving Party; (iii) has been made public, but not through the fault of the receiving Party; (iv) was lawfully heard by the receiving Party directly from a third party, who is not subject to a confidentiality obligation; (v) has been released with the written consent of the Party providing the information; or (vi) has been disclosed pursuant to a legal obligation, regulation or court order, provided that the receiving Party promptly notifies the Party that provided the information of such demand and cooperates to obtain by any means a protective order or similar treatment.

8.2 Neither Party shall use the Counterparty’s Confidential Information except as reasonably necessary for the performance of these Terms of Use. Each Party shall keep the Confidential Information of the other Party confidential by means no less restrictive than the means it uses for its own confidential material. Each Party agrees not to disclose the Counterparty’s Confidential Information to persons other than its employees or subcontractors who are bound by a duty of confidentiality and who need the same Information in order to perform the Party’s obligations under these Terms of Use. The obligation of confidentiality in this Article shall remain valid for one year after the termination or expiry date of these Terms of Use.

8.3 Upon termination or expiration of these Terms of Use,unless otherwise agreed in writing or otherwise in these Terms of Use,each Partyshall, at the request of the Party disclosing the Information: either (i) all Confidential Information of the Party that disclosed the Information, as well as all copies in the possession or control of the receiving Party, return it to the Party that has made the Information public; or (ii) destroy all Confidential Information and copies thereof in the possession or under the control of the receiving Party. The receiving Party shall then, at the request of the Party that disclosed the information, declare in writing that the receiving Party, its employees or agents have not retained copies.

8.4 When a Party is requested or required in proceedings to disclose the Confidential Information of the Party that disclosed the Information, that Party shall, where permitted by law, immediately inform the Party that disclosed the information, in order to enable it to challenge this claim.

9. Term and termination

9.1 The Initial Term of these Terms of Use commences on the Effective Date with a duration as stated in the accepted Order Confirmation(“Initial Term”). These Terms of Use will be automatically renewed for consecutive periods of one year (each Term is an “Extended Term”), beginning after the end of the Initial Term, unless one of the Parties terminates the Terms of Use in writing three (3) months before the end of the Initial Term or the current Extended Term, as the case may be.

9.2 Easybox may terminate these Terms of Use immediately by means of written notice (or, in its sole discretion, otherwise suspend access to EasyBox) in the event of a serious breach by the Customer of easybox’s terms of use as set out in Article 2 or if the Customer infringes Easybox’s intellectual property rights. Easybox may also suspend access to the Platform if the Customer fails to pay an amount due to Easybox or fails to resolve such default within ten (10) days of the date of a written notice of default by Easybox.

9.3 Either Party may terminate these Terms of Use by notifying the counterparty in writing if the counterparty seriously violates the provisions of these Terms of Use and fails to resolve such default within sixty (60) days of receipt of a notice of default.

9.4 Either Party may terminate these Terms of Use by notifying the opposing party in writing, with effect from the date on which such notice is issued, when the counterparty is the subject of voluntary or involuntary bankruptcy, insolvency or similar proceedings or otherwise liquidates or terminates its business activities.

9.5 Upon termination of these Terms of Use for any reason whatsoever (i) the Customer shall immediately pay all Costs and other amounts due to Easybox under these Terms of Use, up to and including the date of termination, (ii) all rights of use granted to the Customer under these Terms of Use, including the right to use the Platform in accordance with Article 2, automatically expired and (iii) Easybox must, upon simple request, provide all Customers with a copy of their Customer Data in a commonly used file format. This file format remains available and accessible for thirty (30) days after the cancellation or expiry of the end date of the subscription. Termination of the Terms of Use for any reason shall be without prejudice to any rights or remedies acquired prior to the actual termination.

9.6 The provisions of the Terms of Use that are expressly or implicitly intended to survive the termination must survive the expiration date or the termination of these Terms of Use.

10. Payment initiation services

10.1 Where the choice of the Registered User or the Customer requires the initiation of a Payment Order, this will be provided 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 supervisory authority. The parties expressly agree that the provisions applicable to non-consumers do not apply, insofar as the Registered User is not a consumer.

10.2 If the Customer chooses to use the Payment Initiation Service Provider,the Customer accepts the conditions for purchasing Payment Initiation Services.

11. Miscellaneous provisions

11.1 Governing Law and Jurisdiction. These Terms of Use will be interpreted reasonably in accordance with Belgian law (without applying private international law). The courts of Ghent (Division Dendermonde) have exclusive jurisdiction with regard to disputes or contradictions arising from or in connection with these Terms of Use or the subject matter of these Terms of Use.

11.2 If any provision of these Terms of Use is declared invalid or unenforceable by a court of competent jurisdiction, such provision(s) shall be construed in such a way as to reflect as far as possible the intentions of the invalid or unenforceable provision(s), while all other provisions remain in full force and effect.

11.3 No Waiver. A Party’s failure to enforce any rights or provisions in the Terms of Use shall not constitute a waiver of that right or provision unless acknowledged by such Party in a written agreement.

11.4 Force Majeure. Except with respect to payment by the Customer, in the event that the performance of these Terms of Use by one of the Parties becomes prevented, impeded, delayed or otherwise unenforceable as a result of a flood, riot, fire, judicial or governmental measures, labor disputes, natural disasters or other causes beyond the Control of the Party, that Party shall be released from this, to the extent that the execution is prevented, impeded or delayed by the aforementioned causes.

11.5 These Terms of Use may not be transferred by the Customer without the prior written consent of Easybox, but may be assigned by Easybox to (i) a parent or subsidiary company (ii) a buyer of all or substantially all of Easybox’s assets that are the subject of the transactions in these Terms of Use, or (iii) a successor as a result of merger. Any intended transfer made in violation of this article is invalid.

12. Definitions

“Payment initiation service provider” means Ponto, a service offered by Isabel SA/NV, a licensed payment institution under the supervision of the National Bank of Belgium under company number 0455.530.509;

“Payer” means the natural or legal person holding a payment account who issues a Payment Order, or where there is no payment account, a natural or legal person issuing a Payment Order;

“Payment Order” means the instruction by the Payer to the Payment Initiation Service Provider to execute a Payment Transaction;

“Payment Transaction” means the act, initiated by the Payer or on his behalf or by the payee, whereby funds are transferred or withdrawn, regardless of underlying obligations between the Payer and the payee;

“Third Party Services” means third party services or software;

“EasyBox” is the online service provider of the Platform as defined in the preamble to these Terms of Use;

“Registered Users” means the users who are authorized to use EasyBox through an account created by Easybox or the Customer;

“Effective Date” is the date on which Easybox received payment for the provision of the service, or any other amount owed by the Customer, in accordance with the agreement;

“Initial Term” means the term commencing on the Effective Date with a duration specified in the accepted Order Confirmation;

“Customer” is the party that accepts the Order Confirmation and the Terms of Use of Easybox;

“Customer Data” means data or material provided to or uploaded by the Customer to Easybox during the use of the Platform;

“Fees” means the amounts set out in the Order Confirmation to be paid;

“Order Confirmation” means the document stipulating the specific conditions for a particular Customer for the use of the Platform;

“Platform” is the online service provided by Easybox as described on www.easybox.be;

“Terms of Use” means these Terms of Use, together with the accepted Order Confirmation(s) and all documents referred to in these Terms of Use.

“Term” means the term of the accepted Order Confirmation as set out in Section 9;

“Extended Term” means any consecutive term following the end of the Initial Term;

“Confidential Information” means non-public information, technical data or know-how of a Party and/or its affiliates, which has been provided to the Counterparty in writing or in material form under these Terms of Use,including any data made available by the End Customers. Oral disclosure is also deemed to be Confidential Information if its confidential nature can reasonably be assumed or if confidentiality is confirmed at the time of disclosure.

“Virus” means a virus, cancelbot, worm, time bomb, Trojan horse or other malicious software components or data;

Appendix

Please navigate to our DPA page for details on the data processing agreement.