Terms and Conditions

TERMS AND CONDITIONS DATAROOTS BV (“DATAROOTS”) - TIENSEVEST 132, 3000 LEUVEN – BE: 0668.591.405 (latest revision: 14/05/2020)

1. Applicability of our terms and conditions

1.1. The present terms and conditions shall apply on all offers, orders, invoices, goods, services and deliverables of Dataroots and on all verbal or written agreements between Dataroots and its client (hereinafter the “Client”).

1.2. The present terms and conditions, which can be modified by Dataroots from time to time, shall always take precedence over any general terms and conditions of the Client or of a third party, unless Dataroots explicitly deviates from this. The latest version of these terms and conditions can be consulted at any time on the website of Dataroots: https://dataroots.io

1.3. By accepting any offer, invoice, service and/or deliverable provided by Dataroots, the Client declares that he accepts these terms and conditions and is bound by them.

2. Offers and creation of an agreement

2.1. All offers are non-binding and only lead to an agreement if the Client accepts the offer explicitly or tacitly and this within a period of 30 calendar days after the offer date or, when applicable, within the period determined in the offer.

3. Prices, invoicing, payments and taxation

3.1. All prices communicated by Dataroots are in euros, exclusive of VAT (unless stated otherwise), and exclusive of any other statutory levies or other government required levies, unless explicitly stated otherwise.

3.2. Granted discounts and other (pricing) arrangements shall always apply to one specific agreement and shall not provide any right with regard to another and/or different agreement.

3.3. The Client shall pay the invoice within 30 calendar days after the invoice date without deduction or set-off due to a perceived or actual shortcoming on the side of Dataroots. The Client shall transmit to Dataroots all necessary invoicing details, including purchase order numbers, if applicable. The invoicing shall take place:

3.3.1. Monthly following service provision; or

3.3.2. Upon the delivery of a product; or,

3.3.3. by special arrangement, prior to the supply of the product or service

3.4. Any objection in relation to an invoice must be notified via registered mail and received by Dataroots within 7 calendar days following the invoice date. In the absence of such timely objection, the invoice shall be deemed accepted and no later objections shall be considered. Objections do not suspend the Client’s payment obligation.

3.5. In the absence of timely payment, the outstanding amount shall be automatically increased by (i) late payment interests in accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions and (ii) a lump sum indemnity corresponding to 10% of the invoice amount, with a minimum of 40 EUR per invoice.

4. Liability

4.1. Dataroots can only be held liable for the proven intended direct loss/harm due to a deliberate act on the part of Dataroots. Dataroots shall in no case be liable for indirect loss/harm, loss of profits or turnover, loss of saving, loss/harm that would have been avoided through reasonable conduct on the part of the Client or loss/harm resulting from force majeure.

4.2. The liability of Dataroots shall in all cases be limited to the value of the invoices related to the service or product concerned for the last 6 months.

4.3. The Client shall indemnify Dataroots in respect of all claims by third parties that are directly or indirectly related to the products and/or services and shall indemnify Dataroots for all loss/harm that Dataroots sustains as a result of such claims.

4.4. Dataroots is not liable for any damages arising from, among others:

4.4.1. inaccurate, incorrect and/or not timely provided information by the Client;

4.4.2. any breach of any obligation of the Client, explicitly including the Client’s obligation to provide all cooperation necessary for the adequate execution of the contract with the Client.

4.5. Dataroots is not liable for any damage(s) for which the Client can hold liable or request indemnification or reimbursement from any other party than Dataroots (including any insurance company).

4.6. Dataroots is not liable for any damage(s) arising from the use of products and/or services provided by Dataroots combined with products and/or services not provided by Dataroots.

4.7. No right to compensation shall arise if Client fails to report the loss in writing to Dataroots as soon as is reasonably possible after it has arisen, and at the latest within 7 calendar days after it became aware of the damage.

5. Intellectual property rights

5.1. Any intellectual property rights (including but not limited to patents, copyrights, neighbouring rights, trademarks, commercial name, design rights, rights on topographies of semiconductor products, right to domain names, right to databases and rights to computer programs) in any product delivered or service performed by Dataroots shall remain with Dararoots and/or Dataroots’ suppliers.

5.2. Provided that the Client has performed full and timely payment of all Dataroots’ invoices, Dataroots grants the Client a non-exclusive and non-transferable licence to use deliverables and results of the services for the Client’s internal business purposes. Unless Dataroots has agreed to such use in writing, the reproduction, distribution or communication of such works to third parties is excluded from the licence granted under this provision. .

5.3. If Dataroots agrees to assign intellectual property rights to the Client in writing, such assignment will only cover rights in deliverables specifically developed for the Client, excluding all and any right to materials (including software, documentation and technical knowhow) developed by Dataroots (1) for the purpose of general use in the course of its business or (2) prior to or independently of the provision of services to the Client.

5.4. If the exploitation of the results of the services by the Client requires a licence to third party software, the cost of such third party licence will be borne by the Client. Dataroots will apply best efforts to inform the Client of such requirements.

6. Processing of personal data

6.1. To the extent Dataroots would process personal data of the Client, the following applies:

6.1.1. Dataroots shall only process the personal data of the Client in accordance with the law at force any given time.

6.1.2. Any personal data shall be used and/or otherwise processed exclusively for the specific purpose of the execution of the contract with the Client;

6.1.3. The personal data will be stored by Dataroots until the statute of limitations of any claim based on or related to the contract with the Client has expired and in any event no longer than 10 years following the termination of said contract.

6.1.4. The Client will have the following rights with regard to the processing of its personal data (insofar as applicable):

6.1.4.1. The right to request access to its personal data:

6.1.4.2. The right to rectification or erasure of personal data;

6.1.4.3. The right to request restriction of the processing;

6.1.4.4. The right to data portability;

6.1.4.5. The right to file a complaint at the Belgian data protection authority.

6.1.5. If Dataroots would appoint a data protection officer, its contact details will be communicated in the terms and conditions.

6.1.6. The Client will be responsible to provide the information under article 6.1 to its employees, agents, representatives and subcontractors whose personal data would be processed by Dataroots in the execution of the contract with the Client.

6.2. To the extent Dataroots can be considered to be a Data Processor in the sense of the Directive (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”), the following applies:

6.2.1. Dataroots shall only process the personal data of the Client in accordance with the law at force any given time;

6.2.2. Dataroots shall only process the personal data of the Client on behalf of the Client (and allow processing of such personal data by its employees, contactors, workers, or agents) on the Client’s written instructions (including regarding transfers of personal data to a third country or an international organization), unless where this is required to do so by applicable law, in which case the legal provision will be communicated sufficiently in advance to the Client;

6.2.3. Dataroots commits not to use nor transfer any personal data of the Client to any third party outside the specific purpose of the processing without prior written agreement of the Client;

6.2.4. Should Dataroots engage such other Data Processor for carrying out specific processing activities on behalf of the Client, the same terms as set out in this article 6.2 shall be imposed on that other Data Processor by Dataroots by way of a contract. In any event, Dataroots remains fully liable towards the Client for any acts or omissions by such subsequent Data Processor. In case Dataroots intends to rely on another Data Processor, Dataroots will inform the Client thereof. If the Client does not oppose within a period of 7 days, the Client is considered to agree with the appointment of this other Data Processor;

6.2.5. Dataroots shall immediately and no more than 48 hours upon the discovery of an incident notify the Client. Dataroots will cooperate with the Client’s reasonable requests to investigate and remediate an incident and provide appropriate response and redress.

6.2.6. Dataroots shall ensure that all personal data of the Client are kept secure and shall:

- implement, before any processing of any such personal data, appropriate technical and organizational measures to protect such personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing;

- ensure that access to and processing faculties with respect to such personal data is limited to only those employees, contractors, workers, or agents who require access to it in the framework of the performance of the contract with the Client;

- insofar as this is possible, assist the Client, as a Controller in the sense of the GDPR, for the fulfilment of its obligations under the GDPR, including Chapter III and articles 32 through 36 of the GDPR;

- ensure that personal data shall be kept for no longer than is necessary for the execution of the contract with the Client;

- at the choice of the Client, delete or return all the personal data to the Client at the end of the contract with the Client, and delete existing copies unless applicable law requires storage of the personal data;

- make available to the Client all information necessary to demonstrate compliance with the obligations laid down in this terms and conditions and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client.

7. Non-solicitation

7.1. Unless written approval from Dataroots has been given, the Client shall refrain, until 12 months following the termination of the agreement with Dataroots, from soliciting and/or engaging with, directly or indirectly, any of the employees, agents or representatives of Dataroots, to work, directly or indirectly, in whatever capacity for the benefit of the Client or any company of the group to which the Client belongs. The Client guarantees that this obligation will also be respected by any other legal entity affiliated to the Client.

7.2. A violation of this non-solicitation obligation entitles Dataroots to a lump sum indemnity at the expense of the Client equal to 50,000.00 EUR per violation, without prejudice to Dataroots’ right to claim additional damages.

8. Confidentiality

8.1. All information issued by Dataroots to the Client regarding which the Client knows or should know in all reasonableness that it is of a confidential nature, is deemed to be confidential information. The Client shall only use this information for the objective for which it has been issued. In case of breach of this confidentiality obligation, regardless of whether such breach was committed by the Client, its employees, representatives or agents, the Client, shall be liable to pay Dataroots a lump sum indemnity equal to of 50,000.00 EUR, without prejudice to the right to claim additional damages.

8.2. Both parties shall ensure that their personnel adheres to the aforementioned confidentiality obligation.

8.3. The confidentiality obligation shall endure beyond the termination of the contract with the Client.

9. Termination

9.1. Dataroots can fully or partially terminate the contract with the Client with immediate effect without judicial intervention through a written announcement to the Client:

9.1.1. Should the Client be declared bankrupt;

9.1.2. In the event that there are suitable grounds to assume that the Client shall not fulfil its obligations;

9.1.3. Should the Client be granted a moratorium that may or may not be provisional;

9.1.4. Should the Client not be able to meet its payment obligations in some other way; or

9.1.5. Should the Client be liquidated or terminated for other reasons than for restructuring, merging or for companies to work in partnership.

Dataroots shall never be obliged to pay compensation due to this termination.

9.2. Unless agreed otherwise, any party can terminate the contract at any time by giving written notice to the other party, whereby the notice period to be observed will correspond to 30 calendar days as of the day following the day the notice was sent per registered letter or per e-mail.

9.3. In the event of termination of the contract for whatever reason, the Client will in any event be bound to pay the services and/or products delivered until the termination date.

10. Nullity

10.1. If any paragraph or provision of the present terms and conditions were to not be enforceable, such non-enforceability will not affect the enforceability of the remainder of the said paragraph or provision which will automatically be converted to what is legally acceptable.

11. Governing law and jurisdiction

11.1. The present terms and conditions are governed by and will be interpreted in accordance with Belgian law.

11.2. Any disputes arising out of or in relation with the present terms and conditions and that cannot be settled amicably shall be subject to the exclusive jurisdiction of the courts of the judicial district of Dataroots’ registered seat.