Terms and conditions

TERMS AND CONDITIONS DAENENS IT NV - 01/10/2024

 

1. Definitions

In addition to the terms which are defined in these Terms of Use, the following terms are defined for purposes of these Terms of Use:

 

1.1 Agreement – The present Terms of Use and all its Exhibits, for so far as they are signed by both parties.

 

1.2 Confidential Information – The term “Confidential Information” means information which has been or which may be disclosed, either orally or in writing, by one party (the “Provider”) to the other party (the “Recipient”) in confidence or marked “Confidential”, including, without limitation, information concerning any aspect of the business of TeamRise or its parent, financial statements, business and marketing plans, pending or threatened litigation, prospective contractual relations, collection, tabulation and analysis of data, computer programming methods, designs, specifications, plans, drawings and similar materials, programs, databases, inventions (whether or not eligible for legal protection under patent, trademark, or copyright laws), research and development, and/or work in progress. Confidential Information also includes any document marked “Confidential”. Notwithstanding the foregoing, Confidential Information does not include any information which: (a) is or was in the public domain at the time communicated to the Recipient, or which becomes public through no fault of the Recipient; (b) is or was obtained by the Recipient, with permission to disclose, from a third party not, to the Recipient’s knowledge, subject to a contractual, fiduciary or other duty not to disclose; (c) has been independently derived by the Recipient without reference to Confidential Information; or (d) was lawfully in the Recipient’s possession free of any duty to TeamRise before the date of disclosure to the Recipient by TeamRise.

 

1.3 End User – A person which has entered into an agreement with Licensee to obtain a right to use the App as specified in End User License Agreement (EULA) if Licensee has obtained from TeamRise a right to make the App available to third parties.

 

1.4 End User License Agreement (EULA) - The current version of license agreement between TeamRise and End Users for the Products, which shall be communicated to you at the same time as the present Terms of Use.

 

1.5 Fees –”Fees” means the amounts to be paid by the Licensee to TeamRise in return for the right to use the App, Services and/or Support as provided in these Terms of Use.

 

1.6 App - The specific TeamRise App programs and/or upgrades thereof as they are described in our documentation and on our website.

 

1.7 Services – The installation of the App and the integration of the system as described in the TeamRise subscription plan.

 

1.8 Trademark - TeamRise trademarks, trade names, company names, logos and signs, used to identify TeamRise, its products and services.

 

1.9 TeamRise or Licensor - The company under Belgian law Daenens IT NV, with registered offices at 8310 Brugge (Belgium), Baron Ruzettelaan 33, registered in the Crossroads bank of Enterprises (CBE) under number 1003.454.310.

 

1.10 Licensee - you

 

1.11 Party or Parties - the Licensee are also individually referred to as a “Party” and collectively as the “Parties”.

 

2. Grant of license

 

2.1 By accepting the present Terms of Use and in return for the payment of the Fees, TeamRise grants the Licensee a non-exclusive, non-transferable and temporary license to the use of the App to which is granted access with this License.

 

2.2 Nothing in these Terms of Use shall be construed so as to give rise to any joint venture, partnership or relationship of employer – employee. Either Party is an independent contractor solely responsible for its own obligations. Neither party shall have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other party

 

3. Duration - Termination

 

3.1 All TeamRise licenses are granted for a limited period of one year as specified in the TeamRise subscription. Our licenses are tacitly renewed for successive periods of one year, unless notice of termination has been given at least three months before each annual expiration date. Prices may be adjusted to the then applicable TeamRise standard rates at every yearly renewal date.

 

3.2 In case of non-respect of the present Terms of Use, TeamRise will be entitled to terminate your License with immediate effect, without prior written notice and without prior court intervention. In that event, all access to the use of the App by the Licensee will be blocked immediately and the Licensee shall immediately and at the latest upon first request destroy all documentation related to the App. In the event of such termination, TeamRise will be entitled to full compensation by the Licensee for all incurred damages.

 

3.3 TeamRise shall be entitled to terminate your License with immediate effect without prior written notice and without prior court intervention if either of the following events occurs:

• If a substantial part or the entire body of the Licensee’s assets is sold

• If the Licensee suspends (all) payments, files a voluntary petition in bankruptcy, is declared bankrupt or starts liquidation or similar proceedings

• If there is a considerable change of the Licensee staff or management

• If there is a considerable change of the Licensee’s shareholding structure or if the control over the Licensee’s business changes hands. 

• If the behaviour of the Licensee, or its End Users’ or others linked to the Licensee, impairs or threatens to impair the integrity and reputation of the Licensor.

 

3.4 Any notice by yourself of non-renewal or termination of your License shall be effected by means of e-mail by an administrator of Company/Licensee to hello@alundi.eu. This notice shall be given at least three months before the expiration date of the current Agreement. TeamRise ensures a response to the notice within two working days of receiving it.

 

 

4. Conditions subject of License

 

4.1 The App is offered to the Licensee to be used as-a-Service (SaaS). This means that the App is made available by Teamrise to the Licensee as a hosted service on TeamRise’s servers in order to be made available to Licensee’s employees.

 

4.2 Use of the App by the Licensee as an End User: The License granted to the Licensee under the present Agreement entitles the Licensee to use the App as an End User for itself and its employees within its own company.

 

4.3 The Licensee does not have the right, to resell, rent out or sublicense the App, nor does he have the right to transfer his License to third parties. By accepting the terms and conditions of the present Agreement, the Licensee accepts full liability and responsibility for any damage to TeamRise induced by any illicit resale, rental, license or any other use of the App by the Licensee or its customers. 

 

Any reselling, renting out, sublicensing or any other way of making the App available to third parties by the Licensee shall be considered as a serious breach of contract by the Licensee and shall give rise without prior written notice and without prior court intervention to a lump sum damage compensation due by the Licensee towards TeamRise equal to the value of 3 years of license fees under these Terms of Use, as well as to the right for TeamRise to make application of article 3.3. of the present Agreement.

 

4.4 The Licensee agrees that upon request by TeamRise or an TeamRise authorized representative and within 14 days, the Licensee shall fully document and certify that their use of the App at the time of the request is in conformity with the License granted by TeamRise.

 

5. Updates and support

 

5.1 TeamRise may ensure such periodical updates for the App as it deems required at its own discretion.

TeamRise supports the Licensee with the installation, maintenance and update of the App and with assistance in solving problems arising from the use of the App, hardware interfacing of peripheral devices and logging of enhancement requests and bugs submitted by the Licensee.

 

TeamRise may update the app without notifying you, and you hereby consent to TeamRise applying patches, updates, and upgrades. TeamRise may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the App at any time.

Every patch, update or upgrade to the App is accompanied by a report on the changes made, which is consultable by using the interface of the App.

 

5.2 If the Licensee is experiencing technical problems with the App, but in TeamRise sole judgment, the problem is caused by something other than the App and not the direct responsibility of the App, the Licensee may request that TeamRise provide Additional Support to help remedy the problem, at standard service rates.

 

Technical problems or support questions which are not the direct responsibility of the App and which require Additional Support as set out under the present article 5.2. may include (by way of example, but not by way of limitation) the following matters as illustrative examples of Additional Support:

 

• Computer viruses not introduced by the App as delivered by TeamRise

• Problems with the Licensee’s hardware

• Problems with the Licensee’s operating system App

• Problems with the Licensee’s backup and recovery App

• Problems arising from the installation or use of uncertified third-party App

• Problems with the Licensee’s network

• Windows Server administration or updates/upgrades

• Networking issues not caused by the App

• Servicing, repairing, relocating, re-installing or moving any hardware

• Running the App on unsupported mobile devices or mobile devices that have been rooted or run anything else than the official release OS for that device

• Problems with the App Store or Google Play.

 

6. Fees and Payment

 

6.1 All applicable fees are set out in the TeamRise subscription plan, as may be updated unilaterally and periodically by TeamRise. All invoices are in euro and payable within 14 days from the date of invoice.

 

6.2 Invoices will be delivered digitally, by e-mail to the specified e-mail address of Company/Licensee administrator and by e-mail to the e-mail address provided by the Licensee at the signature of our Terms of Use.

 

6.3 Failure to pay an invoice on its due date will immediately by way of law, without prior written notice and without prior court intervention, result in an interest of 8% per month being owed without further proof of default.

 

6.4 Failure to pay an invoice within 7 business days of its due day will immediately by way of law, without prior written notice and without prior court intervention result in a compensation for financial losses equal to 15% of the invoiced sum for a minimum of 250 euros, in addition to any administrative collection and protest costs and the above mentioned interest

 

6.5 In order to be valid, all protests of invoices must be submitted by registered letter within 7 calendar days from the date of invoice.

 

7. Data Protection

 

7.1 In offering you access to the App, TeamRise acts as a data processor in the sense of The EU General Data Protection Regulation. TeamRise shall process only the personal data that you share with us through the App and only for the purpose of operating the App. We do not share your data with third parties and do not use it for purposes outside the App.

 

7.2 TeamRise has taken all reasonable technical and organisational measures to ensure an adequate level of protection of your data. We have conducted a Data Protection Impact Assessment and have subsequently implemented technical safeguards and clear internal data protection policies, we have data processing agreements in place with all our suppliers or are in the process of doing so, we guarantee that your data is stored and processed within the EU to the extent possible or, if data export is necessary, that the recipient outside the EU meets or at the very least is prepared to meet in the near future all required legal and technical standards and we have a detailed privacy policy available on our website in which we explain how your

data is processed by us.

 

7.3 By agreeing to our Terms of Use, you also accept our Data Processing Regulation as published below and you confirm that you have read them.

 

8. Property and Intellectual Property

 

8.1 The App is licensed, not sold to the Licensee. The Licensee does not obtain any property right on the App. At all times, TeamRise remains the exclusive owner of the App, as well as the exclusive holder of all copyrights and other intellectual property rights on this App. Its code, structure and organization are valuable trade secrets of TeamRise and its suppliers and are protected by Belgian copyright laws and international treaties.

 

8.2 The Licensee is not allowed to modify, translate or adapt the App in any way.

 

8.3 The Licensee in not allowed to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the App in any other way than that described in Article 7 of the Belgian Act of June 30, 1994 transposing to Belgian Law the European Directive 91/250/EEC of May 14, 1991, on the legal protection of computer programs.

 

8.4 The Licensee is not allowed to adapt or remove any of the copyright and/or trademark related notices in the App. Licensee shall use copyright mentions and trademark holder’s names. Copyright and trademark mentions can only be used to identify printed output produced by the App and such use does not give the Licensee any intellectual property right.

 

9. Disclaimer of Warranty – Limitation of liability

 

9.1 The App and its documentation is provided AS IS and with all its faults.

 

9.2 To the extent permitted by Belgian law, TeamRise and its suppliers shall not be liable for any general, special, direct, indirect, consequential, incidental or other damages to the Licensee or its End Users, including loss of profits, loss of saving and any claim by any third party arising out of the License of the App and the App, even if a representative of TeamRise has been advised of the possibility of such damages, except in the case of wilful misconduct or fraud on the part of TeamRise or its suppliers.

 

9.3 Should TeamRise or its suppliers be held liable by a competent court of law, notwithstanding this provision, the liability, if any, of TeamRise and its suppliers shall in any event be limited to the amount actually paid by the Licensee to TeamRise or its suppliers in consideration of the present Agreement.

 

9.4 TeamRise shall under no circumstance whatsoever be held liable for damages resulting from the adaptation or incorporation of the App by the Licensee or a third party appointed by the Licensee. The Licensee shall insure correct functioning of his product, containing the App, and shall insure contractual exclusion of liability of TeamRise in its contracts with its End Users.

 

9.5 The Licensee is liable for all content posted on the communication channels of the App (in particular Alert, Whistle, Wave, Public/Private library, Address Book …) Software by its End Users.

 

9.6 TeamRise shall under no circumstances be held liable for damages resulting from the disclosure of information of any kind by the Licensee or End Users by means of the communication channels of the App (in particular Alert, Whistle, Wave, Public/Private library, Address Book, …).

 

10. Control of Proceedings

 

10.1 The Licensee shall forthwith inform TeamRise in writing about the existence and substance of any legal action based on the allegation that the App infringes any intellectual or industrial property right of any third party and leave the handling of the case entirely to TeamRise, including the making of any settlement.

 

11. Ownership and Confidentiality

 

11.1 Price offers, studies, projects, invoices, documents as well as scale models, sketches, interpretations, arrangements, ideas, etc., regardless of the techniques used, shall remain the exclusive property of TeamRise and shall under no circumstances be communicated to third parties, in full or in part, without the prior written permission of TeamRise. Reprinting or copying in any form whatsoever and using any process whatsoever, constitutes an act of forgery and/or unfair competition, if carried out without the prior written permission of TeamRise.

 

11.2 Each party to our Terms of Use acknowledges that all knowledge and information made available in connection with the performance of the obligations of both parties under our Terms of Use, including, but not limited to, any information relating to customers, prices, operations, procedures and products, are trade secrets and confidential and proprietary information.

 

11.3 Both parties engage not to disclose or permit disclosure of any such knowledge or information during the period of our Terms of Use and any extension or renewal and after a period of three years after its expiration or termination, to any person, firm or corporation without the prior written consent of the other party.

 

12. Publicity and Testimonials

 

12.1 The Licensee explicitly consents to the use of its trading name within any promotional material to be published by TeamRise in the future. Such promotional material will not contain any confidential information and shall be limited to reference to the fact that the Licensee uses the App of TeamRise.

 

12.2 If the Licensee wishes to use its name within any promotional material, it will ask TeamRise explicit permission to do so.

 

12.3 If TeamRise wishes to use the Licensee’s business cases for promotional purposes, It will ask Licensee’s permission to do so. Such permission shall not be denied for other than serious reasons.

 

 

13. Force Majeure

 

Neither party shall be liable for failure or delay on its part in performance of any of its obligations or for any loss, charge or damage suffered by the other party if such fact shall be the result of or arising out of circumstances of Force Majeure character such as fire, natural disaster, intervention by public authorities or any other cause beyond the control of the signatories; and if such fact has been notified in writing by the signatory claiming Force Majeure promptly to the other upon occurrence of the Force Majeure circumstances.

 

14. Applicable Law and Competent Court

 

14.1 Our Terms of Use shall be governed by and interpreted in accordance with the laws of Belgium.

 

14.2 The competent Belgian courts of Ghent shall have sole and exclusive jurisdiction regarding any dispute or claim arising hereunder.

 

15. Entire Agreement and Severability

 

15.1 The present Agreement constitutes the final, complete and exclusive written expression of the intentions and Agreement of Parties hereto and shall supersede all previous communications, representations, agreements, promises or statements, either oral or written, by or between either Party.

 

15.2 The present Agreement shall supersede the Licensee’s general terms and conditions insofar that these are contrary to any of the articles of the present Terms of Use.

 

15.3 If a provision of these Terms of Use is or becomes illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the

validity or enforceability of any other provision of these Terms of Use.

 

15.4 No modification of any of the terms and conditions of our Terms of Use shall be effective unless such modification is expressed in writing and executed by each of the signatories hereto.