General Terms and Conditions

The following terms shall, when capitalised in these General Terms and Conditions, have the meanings set out below:

Account

The account the Customer creates on the Platform.

Agreement

The agreement entered into between the Customer and Ecolup pursuant to which the Service and related services are provided by Ecolup to the Customer.

Annexe(s)

The appendices attached to these General Terms and Conditions.

Authorized User

Any end user of the Customer who is authorised by the Customer to use the Service.

Bug

An error, defect or malfunction in a computer program or system that causes it to produce an incorrect or unexpected result or to behave in an unintended manner.

Confidential Information

Any and all technical, commercial, processing, functional, technological, financial, business and other information, trade secrets, reports and know-how, in tangible or intangible form, which is disclosed or made available by the Disclosing Party or its Affiliates, consultants or agents to the Receiving Party or its Affiliates, consultants or agents in the context of this Agreement and/or for the purpose of performing the Service, and which is identified as confidential or should reasonably be considered confidential by its nature. Confidential Information includes, without limitation, information relating to the financial or business condition of the Disclosing Party, its products, product development, technology, research and development activities, customers, suppliers, employees, support personnel and distribution channels.

Contract Year

One (1) year.

Customer

The professional customer purchasing or using the Service from Ecolup.

Customer Data

Any data, input, content and information uploaded, submitted or otherwise provided to the Service by the Customer or its Authorised Users on behalf of the Customer.

Data Protection Legislation

(a) Regulation (EU) 2016/679 of the European Parliament and of the Council 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 (General Data Protection Regulation or “GDPR”); (b) the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data; (c) any other applicable data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement; and (d) any amendment, replacement or successor legislation thereto.

Documentation

All documentation, including but not limited to, training tutorials, technical specification sheets, presentations made available to the Customer by Ecolup.

Equipment

The devices, operating systems and other requirements necessary to access and use the Service.

Ecolup

Ecolup BV, a private limited liability company (besloten vennootschap) with registered office at Europalaan 14, 8700 Tielt, Belgium, registered with the Crossroads Bank for Enterprises under number 1027.020.459.

General Terms and Conditions

These general terms and conditions including the Annexes governing the contractual relationship between Ecolup and the Customer.

Initial Term

The initial period of one (1) Contract Year during which the Customer is entitled to access and use the Service following activation of the Service by Ecolup.

Intellectual Property Rights

Any right of intellectual property, including without limitation, all rights in or relating to patents, trademarks, service marks, trade names, domain names, rights in designs, copyrights, rights in computer programs, moral rights, topography rights, rights in databases, trade secrets and know-how, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of nature similar or allied to any of the foregoing, in all cases whether or not registered or able to be registered in any country in the world for the full term of such rights including any extension or renewal of the terms of such rights and including registrations and applications for registration of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.

Personal Data

Any information relating to an identified or identifiable natural person ("data subject"), whereby an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, within the meaning of article 4(1) GDPR.

Platform

The Ecolup platform accessible via the Website or through other means of access communicated by Ecolup to the Customer from time to time, including by e-mail.

Renewal Term

Each successive period of one (1) Contract Year during which the Customer is entitled to access and use the Service following expiry of the Initial Term or any preceding Renewal Term.

Service

The software-as-a-service application accessible through the Platform for the registration, tracking, reconciliation and management of reusable packaging and other returnable goods, together with any related functionalities and services provided by Ecolup.

Specific Terms

Any special terms and conditions that supplement the General Terms and Conditions or, in the event of a conflict, prevail over these General Terms and Conditions.

Subscription Term

The period during which the Customer is entitled to access and use the Service, commencing on the date the Service is activated by Ecolup and continuing for the Initial Term and any Renewal Term(s), unless terminated earlier in accordance with these General Terms and Conditions.

Website

https://www.ecolup.be/

2.1.These General Terms and Conditions shall apply to the Agreements.

2.2.These General Terms and Conditions shall always take precedence over any terms and conditions of the Customer, which shall not be enforceable against Ecolup. No other terms and conditions shall be binding on Ecolup unless accepted by it in writing. The Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void and shall not bind Ecolup.

2.3.The individual accepting the Agreement on behalf of the Customer represents and warrants that he or she has full authority to bind the Customer to this Agreement.

2.3.The Customer acknowledges that it has received, reviewed and accepted the General Terms and Conditions and agrees to be bound by them.

2.4.Ecolup reserves the right to amend these General Terms and Conditions at any time. (a) Non-material changes: Non-material changes (meaning updates that do not negatively affect the Customer’s rights or materially increase the Customer’s obligations, including clarifications, corrections, administrative updates, and improvements to the wording or structure of the General Terms and Conditions) may be implemented without prior notice and shall take effect upon posting on the Website or in the Platform. (b) Material changes: Material changes (meaning changes that negatively affect the Customer’s rights or materially increase the Customer’s obligations) shall become effective thirty (30) days after Ecolup provides notice to the Customer through the Website, the Platform, email or another reasonable method. If the Customer does not agree to a material change, the Customer must immediately cease use of the Service. In addition, if the Customer does not accept the material change and can demonstrate clearly and convincingly to Ecolup (which it shall determine in its own discretion) that the change has caused (or will cause) a substantial disruption in its use of the Service during the term, then the Customer may terminate the Agreement upon thirty (30) days written notice to Ecolup. The Customer waives all claims and liability against Ecolup in connection with any amendment to these General Terms and Conditions.

3.1.Subject to the Customer’s compliance with these General Terms and Conditions and the timely and proper payment of all amounts due pursuant to article 4, Ecolup grants the Customer a limited, worldwide, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Service solely for the Customer’s internal business purposes.

3.2.Access to and use of the Service requires the Customer to have the appropriate Equipment and adequate internet and network connectivity as described in the Documentation. The Service and the limitations associated with the Service are described in the Documentation. The Customer shall be responsible for verifying, prior to entering into an Agreement, that its Equipment and internet and network connectivity are suitable for accessing and using the Service. Ecolup shall bear no responsibility or liability in this regard.

3.3.Ecolup shall provide the Customer with a general login credential to enable the Customer to access and use the Service. The Customer may disclose such login credentials only to Authorized Users.

3.4.The Customer shall comply with, and shall ensure that all Authorized Users comply with, the guidelines regarding acceptable use set out in Annex 2. The Customer shall remain fully responsible and liable for all acts and omissions of its Authorized Users in connection with their access to and use of the Service.

3.5.Ecolup shall have the right to temporarily suspend access to all or part of the Service for the Customer and/or all or some Authorized Users in any of the following circumstances:

• the Customer or any Authorized User breaches the provisions of Annex 2;
• there is a threat or attack on any of the Intellectual Property Rights of Ecolup;
• the Customer’s use of the Service disrupts, poses a security risk to, or may adversely affect the Service or the networks, systems or infrastructure of Ecolup or any of its customers, suppliers or service providers;
• the Customer uses the Service for fraudulent, unlawful or unauthorised activities;
• subject to applicable law, the Customer has ceased carrying on its business in the ordinary course, has made an assignment for the benefit of creditors or a similar disposition of its assets, or has become the subject of any bankruptcy, reorganisation, liquidation, dissolution or similar proceeding;
• Ecolup’s provision of the Service to the Customer is prohibited by applicable law;
• the third-party provider of Ecolup has suspended or terminated Ecolup’s access to, or use of, any third-party products or services required to provide the Service to the Customer;
• the Customer has failed to pay any undisputed amount due to Ecolup within the applicable payment term; or
• Ecolup is required to perform maintenance, including emergency maintenance, which cannot reasonably be carried out without suspending or restricting access to the Service.

3.6.Ecolup shall use commercially reasonable efforts to provide written notice of any suspension to the Customer and to provide updates regarding resumption of access to the Service following any suspension. Ecolup shall resume providing access to the Service as soon as reasonably possible after the event giving rise to the suspension is cured. Ecolup will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer may incur as a result of a suspension.

4.1.Unless expressly stated otherwise, quotations shall remain valid for a period of 1 month from their date of issue. The Agreement shall come into effect upon the Customer’s acceptance of the quotation within such period.

4.2.Prices are stated in EUR and are exclusive of VAT, transport costs, loading and unloading costs, insurance costs, packaging costs, taxes or similar levies, and any import or export duties.

4.3.Unless otherwise agreed in writing, all payments made to Ecolup under the Agreement are non-refundable.

4.4.The Customer is responsible for Value Added Tax (VAT), import duties and any other similar taxes and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on Ecolup’s income. If Ecolup has the legal obligation to pay or collect taxes for which the Customer is responsible, Ecolup will invoice the Customer for reimbursement. Unless required by applicable law, Ecolup will not provide tax refunds or credits.

4.5.Ecolup reserves the right to increase the fees for the Service at the start of each Contract Year up to Ecolup’s then current list price. Ecolup will inform the Customer thereof by email at the latest forty-five (45) days before the expiry of the then current Contract Year. Should the Customer not wish to accept the increased fees, the Customer may decline renewal of the Agreement in accordance with article 16 by providing written notice at least one (1) month before the expiry of the then-current Contract Year, in which case the Agreement shall terminate at the end of that Contract Year. In the event this was not timely done, the updated fees shall apply as from the start of the next Contract Year.

4.6.Invoices shall be payable within thirty (30) calendar days from the invoice date to the bank account specified on the relevant invoice.

4.7.Without limiting any other rights or remedies available to Ecolup, in the event of non-payment or partial payment on the due date, the outstanding amount shall automatically and without prior notice of default be increased by a fixed indemnity equal to ten percent (10%) of the outstanding invoice amount, with a minimum of 250 EUR, to cover, inter alia, the costs associated with the recovery of the amounts due, without prejudice to Ecolup’s right to claim higher damages upon providing reasonable evidence of greater losses incurred. In addition, default interest shall accrue in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

4.8.Any incomplete or late payment shall render immediately due and payable all invoices already issued to the Customer, including those not yet due, and shall automatically result in the withdrawal of any payment arrangements or facilities previously granted to the Customer.

4.9.Invoices that are not disputed by email sent to info@ecolup.be within seven (7) calendar days of their issuance shall be deemed irrevocably accepted in full. Any dispute raised by the Customer shall not suspend the Customer’s payment obligations.

4.10.If Ecolup’s confidence in the Customer’s creditworthiness is impaired by late payment, non-payment, enforcement measures taken against the Customer and/or any other demonstrable event that calls into question or renders impossible the proper performance of the Customer’s obligations, Ecolup shall be entitled to require the Customer to provide adequate guarantees. Should the Customer fail or refuse to provide such guarantees, Ecolup shall be entitled to terminate the Agreement in accordance with article 16.2.

4.11.Ecolup may, upon the Customer’s request, provide additional services (including, without limitation, training services), which shall be subject to separate fees.

5.1.Ecolup reserves the right to modify the Service at any time, provided that the modifications are reasonable and do not significantly impact the material functionality of the Service.

5.2.If the Customer does not accept the modifications to the Service and can demonstrate clearly and convincingly to Ecolup that the modifications cause (or will cause) a substantial disruption in its use of the Service, the Customer may terminate the Agreement upon thirty (30) days written notice to Ecolup. The Customer waives all claims and liability against Ecolup in connection with any modifications to the Service.

6.1.The support and maintenance services provided by Ecolup are described in Annex 1.

6.2.To enable Ecolup to provide support and maintenance services, the Customer shall:

• provide all reasonably available information when reporting a Bug;
• provide Ecolup with all reasonable information, assistance and cooperation, including, where applicable, granting access to the Customer’s systems (remotely or on-site), infrastructure and premises, and making available any facilities reasonably required by Ecolup for the performance of the support and maintenance services.

7.1.Ecolup shall ensure that the Service is available in accordance with the Service availability levels set out in Annex 1.

7.2.Service availability shall be calculated in accordance with the methodology set out in Annex 1. The following events shall be excluded from the availability calculation:

• scheduled downtime, being the time required to perform routine maintenance activities for the upkeep and maintenance of the Service;
• emergency maintenance, being maintenance required to safeguard the security, performance or integrity of the Service as a result of a threat or vulnerability;
• force majeure events;
• downtime resulting from any act, omission, fault or negligence of the Customer (or its Authorized Users) or any third party;
• downtime resulting from the Customer’s (or its Authorized User’s) breach of the provisions of Annex 2.

7.3.Ecolup shall use commercially reasonable efforts to comply with the response and resolution times for Bugs as set out in Annex 1.

8.1.The Customer shall be responsible for administering and protecting Accounts. The Customer agrees to provide access to the Platform only to Authorized Users, and to require such Authorized Users to keep account login information, including usernames and passwords, strictly confidential and not provide such account login information to any unauthorized parties. If the Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, the Customer shall immediately notify Ecolup and deactivate such Account or change the Account’s login information. Authorized Users may only use the Service strictly on behalf of the Customer and subject to these General Terms and Conditions.

8.2.The Customer is responsible and liable for all uses of the Service and related documentation resulting from access provided by the Customer, directly or indirectly, whether such access or use is permitted by or in violation of these General Terms and Conditions. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these General Terms and Conditions if taken by the Customer will be deemed a breach of these General Terms and Conditions by the Customer. The Customer shall use reasonable efforts to make all Authorized Users aware of these General Terms and Conditions as applicable to such Authorized User's use of the Service and shall guarantee the Authorized Users comply with such provisions.

9.1.Customer Data. (i) License: The Customer hereby grants to Ecolup a non-exclusive, transferable, sub-licenseable, worldwide, royalty-free license to use, copy, modify, create derivative works, display, store, process and distribute the Customer Data to the extent necessary to provide, operate, maintain, and support the Service to the Customer, and to monitor and analyse the performance, security, and stability of the Service.

(ii) Representations and warranties: The Customer represents and warrants that: (i) the Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Ecolup to collect, use, and share the Customer Data in accordance with these General Terms and Conditions; (ii) no Customer Data infringe upon or violate any individual or entity’s Intellectual Property Rights, privacy, publicity or other proprietary rights; (iii) the Customer will adhere to all applicable state, federal, and local laws and regulations in the conduct of its business in relation to Ecolup and its receipt and use of the Service; and (iv) in accordance with article 17.3. media files uploaded to the Platform by the Customer or its Authorized Users shall not contain any Personal Data.

(iii) Indemnification: The Customer agrees to indemnify, defend and hold harmless Ecolup and its subcontractors against any liabilities, damages, losses, claims, fees (including legal fees) and expenses in connection with any third-party claim arising out of any act or omission of the Customer in connection with their obligation under this article.

9.2.Aggregated Data. The Customer further grants to Ecolup a non-exclusive, worldwide, royalty-free license to use the Customer Data, in de-identified and aggregated form only (“Aggregated Data”) — meaning data that has been processed so that it no longer identifies the Customer, any Authorized User, or any natural person, and is combined with data from other sources such that it cannot reasonably be re-identified — to develop, train, tune, test, and improve Ecolup’s products and services, including any machine learning, artificial intelligence, or similar models or technologies underlying the Service. Ecolup shall not use the Customer Data in raw or identifiable form for the purposes described in this article.

Use under this article 9.2. shall only occur once such data has been de-identified or anonymised so that it no longer constitutes Personal Data under the applicable Data Protection Legislation.

9.3.Ownership. Except for the licenses expressly granted in this article, Ecolup acquires no ownership rights in the Customer Data. The Customer retains all right, title, and interest in and to Customer Data. Ecolup retains all right, title, and interest in and to Aggregated Data and any models, algorithms, or technology developed using Aggregated Data.

9.4.Survival. Ecolup may retain and continue to use Aggregated Data after termination of the Agreement, provided that such data no longer identifies the Customer, the Authorized User or any natural person.

10.1.By accessing and using the Service, the Customer will gain access to software or data that is in whole or in part subject to third party or open source software licenses. There might be third party- and/or open source software license terms applicable to such access and use. The Customer shall comply with its obligations under such licenses. Nothing in these General Terms and Conditions will prevent Ecolup from any act necessary to comply with the applicable third party- or open source license. The Customer acknowledges that the open source software is subject to various rights and restrictions in favor of or imposed by the licensors thereof and that its use of the open source software is subject to all such rights and restrictions. Ecolup cannot be liable for any infringement by the Customer of these third party or open source software licenses.

10.2.The Service may be compatible with hardware of third parties or may contain links to or be able to integrate, provide access to, or be accessed by integrations of third parties. If the Customer chooses to use any third-party offering, the Customer acknowledges and agrees to: (i) assume sole responsibility for all risk arising from such hardware or integrations; (ii) waive Ecolup from any claims or liability directly or indirectly related thereto; and (iii) without limitation, defend, indemnify, and hold harmless Ecolup from any third party claims directly or indirectly arising from or related to the Customer’s use of any third party offering.

11.1.All Intellectual Property Rights relating to the Service shall remain the exclusive property of Ecolup and/or its licensors.

11.2.Apart from the rights to use and access the Service explicitly provided for in these General Terms and Conditions, the Customer is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights of ownership, franchises or licenses with respect to the Service.

11.3.Any trademarks/ trade names used by Ecolup or its licensors within or associated with the Service, are trademarks of Ecolup. Ecolup hereby grants the Customer a royalty free, non-exclusive, non-transferable license to display the Ecolup trademarks only for attribution of the Customer’s use of the Service. The Customer shall not use Ecolup’s company name, Ecolup’s Service names or trademarks as part of the Customer’s name or in any manner capable of misrepresenting the relationship between the Customer and Ecolup. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of identification on the Service.

12.1.Unless otherwise specifically agreed to in writing by the Disclosing Party, the Receiving Party warrants and agrees to hold the Disclosing Party’s Confidential Information confidential and to protect and safeguard the Disclosing Party’s Confidential Information against any unauthorized use or disclosure using the same degree of care as Receiving Party accords to its own Confidential Information, but in no case less than reasonable care.

12.2.Receiving Party shall not use or disclose, make accessible, publish, transfer, disseminate or provide in any way to any third party, whether directly or indirectly, Disclosing Party’s Confidential Information, unless in accordance with this Agreement and only when strictly necessary for the performance of this Agreement (“Purpose”). Receiving Party shall not reproduce or copy any of Disclosing Party’s Confidential Information except to the extent necessary for the Purpose.

12.3.Receiving Party shall only provide the Confidential Information of Disclosing Party to those Affiliates, officers, directors, agents, employees, subcontractors or advisors on a strict need-to-know basis in as far as is necessary for the Purpose.

12.4.Receiving Party warrants and represents that any Affiliates, officers, directors, agents, employees, subcontractors, advisors or any other parties to whom the Disclosing Party’s Confidential Information is disclosed, are bound by confidentiality obligations that are at least as strict as the confidentiality obligations imposed by this Agreement during and after the termination of their employment contract or any other affiliation with the Receiving Party. Each Party accepts that they shall be fully liable for any failure of said Affiliates, officers, directors, agents, employees, subcontractors, advisors or other parties to observe those obligations.

12.5.Receiving Party shall promptly notify and assist the Disclosing Party in case of a security breach, or breach of this Agreement which has resulted in the unauthorized disclosure of any of Disclosing Party’s Confidential Information.

12.6.The confidentiality obligation as stipulated in this article 12 shall not apply insofar as the Receiving Party can demonstrate that the information provided by the Disclosing Party: (i) is generally available to the public or has become generally available to the public, through no illegitimate act, default or negligence of Receiving Party or any of its Affiliates, officers, directors, agents, employees, subcontractors or advisors; or (ii) was rightfully in the possession of or known to Receiving Party prior to the receipt of such information from Disclosing Party; or (iii) is independently developed by Receiving Party without use or knowledge of Disclosing Party’s Confidential Information ; or (iv) was rightfully provided to Receiving Party in good faith and free from any confidentiality obligation by a third party who was not bound by any non-disclosure duty towards the Disclosing Party at the time of its provision of the information to Receiving Party; (v) may be disclosed by the Receiving Party with the prior written consent of the Disclosing Party.

If only a portion of the Confidential Information falls under any of the aforementioned subsection, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement.

12.7.Any disclosure of Confidential Information shall not be considered in violation of this article 12 insofar as the use or disclosure thereof is required by law, a valid & competent court or administrative order, provided that, insofar as is legally allowed, the Receiving Party notifies the Disclosing Party without undue delay of said obligation to disclose the Confidential Information in order to permit Disclosing Party to seek measures to preserve the confidentiality of the Confidential Information within a reasonable time. In any case the Receiving Party shall limit the disclosure of the Confidential Information to the minimum required by said law, court or administrative order.

12.8.Receiving Party shall return to the Disclosing Party or destroy any Confidential Information (including copies) received from Disclosing Party within ten (10) business days after (i) the termination of this Agreement; or (ii) the simple request of the Disclosing Party. Receiving Party will comply with the Disclosing Party’s specific request to return instead of destroy Confidential Information, unless such request is unreasonable or exceedingly onerous. Notwithstanding, either Party has the right to retain one copy of the Confidential Information for archival purposes.

12.9.Within five (5) business days after the destruction of the Confidential Information and the copies thereof and at the simple request of the Disclosing Party, Receiving Party shall provide Disclosing Party with a certificate of proper destruction.

12.10.This article shall survive the termination of this Agreement for a duration of five (5) years. Notwithstanding, after this period the provisions set out in this article shall remain in force regarding any trade secrets disclosed to the Receiving Party by the Disclosing Party for as long as said trade secrets retain their secret character. For the sake of clarity, any violation of this article by the Receiving Party shall not take away the secret character of any trade secrets disclosed to the Receiving Party by Disclosing Party, unless such disclosure were to fall under any of the exceptions set out in articles 12.6 and 12.7 of this Agreement.

13.1.Unless specifically provided otherwise in the General Terms and Conditions, the Service is provided by Ecolup “as is” & “as available” and without warranty of any kind to the extent allowed by the applicable law.

13.2.Without limiting the foregoing, Ecolup explicitly disclaims any warranty on fitness for a particular purpose, non-infringement and any warranties arising out of course of dealing or usage. Ecolup makes no warranty that the Service will meet the Customer’s requirements or be available on an uninterrupted and secure basis and free of inaccuracies, errors and/or omissions, viruses, worms, trojan horses and the like. Ecolup makes no warranty on the quality, accuracy, completeness, reliability or timeliness of any results derived from the use of the Service by the Customer.

14.1.Ecolup shall be liable only for direct damages. Under no circumstances shall Ecolup be liable for any indirect, consequential, punitive or incidental damages, including, without limitation, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, business interruption, loss of production, financial or commercial losses, third-party claims, increased overhead costs, increased administrative costs, loss or corruption of data, loss of contracts, loss of customers, loss of goodwill or reputation, moral damages, non-material damages, or any other form of loss or damage arising out of or in connection with the use of the Service or the contractual relationship with Ecolup.

14.2.The foregoing limitation of liability shall not apply to: (i) willful misconduct, fraud or gross negligence on the part of Ecolup; (ii) personal injury; or (iii) death.

14.3.Ecolup shall have no liability or responsibility for:

• damage resulting from defaults in devices or infrastructure belonging to the Customer including the Equipment;
• availability or performance of the internet and network connectivity;
• defects that are caused directly or indirectly by an act of the Customer, the Authorized Users or a third party, regardless of whether they were caused by a fault, negligence or carelessness (e.g. improper assembly, installation, use or maintenance);
• damage caused by incorrect, unreliable, incomplete or late input from the Customer or the Authorized Users with regard to the Customer Data, data, objectives, specifications, features, applications, etc;
• damage caused by the further use or application by the Customer or the Authorized Users after a problem has been found;
• any (management) decisions that Customer or the Authorized Users takes on the basis of the Service or for the consequences of such decisions;
• any damage caused by force majeure or hardship in accordance with the provisions of article 18;
• any damage, interruption, degradation of performance or security incident caused by the Equipment, systems, software, internet or network connectivity relied upon by the Customer or the Authorized Users;
• errors caused by third party software or hardware or other infrastructure, or the configuration of such items.

14.4.Nothwithstanding anything else in the Agreement to the contrary, the aggregate liability of Ecolup for all claims of any kind per Contract Year shall not exceed the total amount of fees paid by the Customer to Ecolup in such Contract Year.

14.5.To the extent permitted by law, the Customer expressly acknowledges that the compensation of damage caused in the performance of the Agreement by Ecolup its auxiliaries, directors, associates, employees or subcontractors, is governed exclusively by contract law, even if the event at the origin of the damage also constitutes a tort.

15.1.Ecolup shall indemnify, defend and hold the Customer harmless in accordance with the provisions of this article 15 from and against any third-party claim asserted against it that the Service (when used in accordance with the Agreement) directly infringes or misappropriates the Intellectual Property Rights of such claimant (an “IP Claim”). Ecolup will pay those costs and damages finally awarded or settled (upon terms acceptable to Ecolup) against the Customer based on such IP Claim, within the limits set forth in this article 15 and provided that: (i) the Customer promptly notifies Ecolup in writing of such IP Claim; (ii) Ecolup has sole control of the IP Claim; (iii) the Customer reasonably cooperates in all respects in the defense of each such IP Claim and all related settlement negotiations and the Customer does not make any admission or disclosure or otherwise take any action prejudicial to Ecolup; and (iv) such IP Claim does not relate to any act by the Customer, including (without limitation) a change by the Customer to the Service, a non-compliance with the Agreement or Ecolup’s instructions (including the Documentation), a combination of the Service with or the addition of the Service to products or other software which has not been developed and supplied by Ecolup, or failure to install an update where installation would have removed the cause of the infringement, or any breach of the Agreement by the Customer. If a final judgment is entered against the Customer on any such IP Claim, or if in Ecolup’s reasonable opinion the Customer is likely to become subject to a successful IP Claim, then the Customer shall permit Ecolup, at Ecolup’s option and expense, either: (i) to procure the right to continue using the Service; (ii) to replace or modify the same so that it becomes non-infringing, with functionality essentially being equal; or (iii) to terminate the Agreement and provide a pro-rata refund of any pre-paid fees for periods after the effective date of termination of the Agreement. The foregoing provisions of this article 15 set forth the entire and exclusive liability of Ecolup with respect to any IP Claim.

15.2.Without prejudice to Ecolup’s other rights and remedies under applicable law and the Agreement, the Customer agrees to defend, indemnify and hold harmless Ecolup or its agents, principals, shareholders, officers, employees, affiliates, contractors, distributors, subsidiaries, Customers, contributors or parent organizations, from and against any and all claims, demands or actions made by any third party irrespective of the nature of the claim, demand or action, alleging loss, costs, damages, expenses, or injury (including injury from death) and all losses, damages, liabilities, obligations, judgments, penalties, fines, awards, costs, expenses and disbursements (including without limitation, of investigating, preparing or defending any claim, action, suit, proceeding or investigation) suffered or incurred by Ecolup resulting from (i) any of the Customer’s acts or omissions and/or the Authorized Users’ acts or omissions related to the access or use of the Service; and (ii) directly or indirectly the Customer’s Equipment, systems, software, internet or network connectivity.

15.3.Ecolup reserves the right to defend itself from or settle without the Customer ’s consent, the claims, demands or actions brought against Ecolup, its agents, principals, shareholders, officers, employees, affiliates, contractors, distributors, subsidiaries, Customers, contributors or parent organizations, at the Customer ’s expense, including all associated costs, expenses and liabilities, including, without limitation, attorney’s fees and the Customer will provide all useful assistance, at its own cost, to Ecolup in defending or settling the claims, demands or actions and assume all liability.

16.1.This Agreement shall enter into force on the date of acceptance of these General Terms and Conditions by the Customer (in accordance with article 4.1.) and shall remain in force until (1) the end of the Subscription Term or (2) in case this Agreement is otherwise terminated earlier as provided hereunder, whichever is earliest.

The Subscription Term shall remain in force for an initial period of the Initial Term. Upon expiry of the Initial Term, the Subscription Term shall automatically renew for successive Renewal Terms, unless either Party provides the other with written notice of non-renewal at least one (1) month prior to the end of the then-current Contract Year.

16.2.Without prejudice to Ecolup’s other rights and remedies under applicable law and under the Agreement, in the event of a breach by the Customer of the Agreement, Ecolup shall have the right, without compensation being due, to (i) immediately suspend without prior notice a part or all of the Customer’s use and access to the Service (ii) terminate the Agreement without court intervention in case such breach has not been cured within ten (10) calendar days following Ecolup’s notice; and/or (iii) subject to a termination notice immediately terminate the Agreement in case of an irremediable breach.

16.3.Without excluding any other events being considered a breach of the Agreement, the Parties agree that the following examples of events shall be considered as an irremediable material breach by the Customer: (i) any non-compliance with obligations regarding the use of the Service as stated in the Agreement or under applicable laws; (ii) any infringements on Ecolup’s Intellectual Property Rights; (iii) the Customer has become insolvent or declared bankrupt, has been dissolved or entered into liquidation, or has filed a voluntary petition for proceedings in temporary relief (or composition) of creditors, provided, however, in the latter case, that the Customer has not confirmed within thirty (30) days following a request by Ecolup to that effect, that it will continue the Agreement and honor all of its obligations hereunder; (iv) the Service is restricted, suspended or terminated (whether pursuant to applicable law or core dependencies on third parties) and/or (v) any noncompliance with the Customer’s payment obligations.

16.4.In the event of expiry or termination of the Agreement, the right of use granted to the Customer in respect of the Service hereunder shall immediately cease and the Customer shall, upon the effective date of such expiry or termination: (i) cease using the Service; (ii) at Ecolup’s discretion, immediately return to Ecolup or destroy all copies of the Documentation and Confidential Information in the Customer’s possession, custody or control within ten (10) business days after the termination of this Agreement; and (iii) immediately pay any fees outstanding at the time of termination.

16.5.The Customer shall ensure that it has downloaded all Customer Data prior to the effective date of termination of the Agreement. If the Customer is unable to complete such download in a timely manner, Ecolup may, at its sole discretion, grant the Customer an additional period of one (1) month of access to the Service for the sole purpose of downloading the Customer Data. The applicable fees shall continue to apply during such additional period. Upon the Customer's request, Ecolup shall provide reasonable assistance in connection with the download of the Customer Data. Any such assistance shall be invoiced separately.

16.6.Any provisions of the Agreement that are expressly stated to survive, or which by their nature are intended to survive, the termination, expiry or cancellation of the Agreement, shall remain in full force and effect notwithstanding such termination, expiry or cancellation.

17.1.The collection by Ecolup of personal data of the (potential) Customer and/or its personnel/staff for the purpose of management of the customer relationship shall take place in accordance with the provisions of the GDPR.

17.2.The Customer acknowledges and agrees to minimize the inclusion of Personal Data when using the Service and when communicating with Ecolup. The Customer shall: (i) avoid including unnecessary Personal Data in support tickets, communications, feedback, and any other interactions with Ecolup; (ii) limit any Personal Data shared to only what is strictly necessary for the specific purpose (e.g., troubleshooting, support requests); and (iii) refrain from uploading, submitting, or otherwise providing Personal Data through the Platform unless absolutely required for the legitimate business purpose for which the Service is being used. Ecolup reserves the right to request that the Customer removes or redacts unnecessary Personal Data from any submissions or communications.

17.3.The Customer represents and warrants that any media files uploaded to the Platform by the Customer or its Authorized Users shall not contain any Personal Data and, in particular, shall not contain identifiable natural persons. The Customer shall take all necessary measures to ensure compliance with this obligation prior to uploading any media files to the Platform. The Customer acknowledges and agrees that Ecolup does not review, monitor or verify the media files uploaded to the Platform and shall bear no responsibility or liability for any issues related to Personal Data contained therein.

17.4.The Customer shall defend, indemnify and hold harmless Ecolup against any claims, actions, damages, losses, fines, penalties, costs or expenses arising out of or relating to a breach of this article, including without limitation (i) any request, complaint or claim made by a data subject, and (ii) any investigation, enforcement action, fine or penalty imposed by a competent supervisory authority, regulatory authority or other governmental body.

18.1.The following are conventionally considered as cases of force majeure or hardship: all circumstances which were reasonably unforeseeable at the time the Agreement was concluded, are unavoidable, and create (i) the inability on the part of Ecolup to carry out the Agreement, or (ii) make the implementation of the Agreement harder or more difficult than normally anticipated. For example (but not limited to): natural disasters, war, (threats of) terrorism, strikes, lock-out, diseases, epidemics/pandemics, shortage of personnel, organizational conditions, import tariffs, banned electronic components, confiscation, fire, breakage of machinery and/or tools, scarcity of (raw) materials, bankruptcy or delays on the part of suppliers or subcontractors and failure by the Customer to provide Ecolup with the correct and complete information necessary to properly provide the Service.

18.2.Cases of force majeure or hardship give Ecolup the right to temporarily suspend the performance of its obligations. A situation of force majeure that continues beyond three (3) months shall entitle the Customer to terminate the Agreement with immediate effect by simple written notification to Ecolup, without judicial intervention and without any liability on the part of Ecolup.

18.3.The Customer shall always be required to pay all fees on a pro rata basis for the (features of the) Service that have already been performed respectively provided on the date of suspension/termination.

19.1.Language. These General Terms and Conditions are provided in English. Other language versions, if provided, shall be for the Customer’s convenience only and shall not be binding. In case of conflict between any translation of these General Terms and Conditions and the English version of these General Terms and Conditions, the latter shall prevail.

19.2.Promotional material. Ecolup may identify the Customer as Ecolup user in Ecolup’s promotional materials. The Customer may at any time request via info@ecolup.be that Ecolup stops doing so.

19.3.Assignment. The Customer is not permitted to assign, delegate or otherwise transfer the Agreement and/or any rights arising under these General Terms and Conditions. Any such attempted assignment, delegation or transfer will be null and void. Ecolup is permitted at its sole discretion to assign the Agreement and/or any rights arising under these General Terms and Conditions to any third party, without giving prior notice.

19.4.Waiver. Any failure or delay by Ecolup in exercising any right under the Agreement, any single or partial exercise of any right under the Agreement or any partial reaction or absence of reaction by Ecolup in the event of violation by the Customer of one or more provisions of the Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of Ecolup’s rights under this Agreement, nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by Ecolup, this waiver cannot be invoked by the Customer in favor of a new failure, similar to the prior one, or in favor of any other kind of failure.

19.5.Severability. If any provision of these General Terms and Conditions is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction or an arbitral tribunal, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of these General Terms and Conditions in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.

19.6.Applicable law and jurisdiction. The enforceability, construction, interpretation, and validity of these general terms and conditions shall be governed by the laws of Belgium. Exclusive jurisdiction and venue for all matters relating to these general terms and conditions shall be in courts located in Ghent (Belgium).

19.7.Notification. The Customer shall maintain accurate contact information within the Platform, including the designation of at least one administrative user (“Organisation Admin”) who is authorized to receive legal and contractual notices on the Customer’s behalf. Unless expressly stated otherwise, notices from Ecolup to the Customer may be delivered (i) by email to the Organisation Admin registered in the Platform, (ii) to the billing or account contact provided by the Customer, or (iii) through an in-Platform notification. Such notices shall be deemed received upon transmission or posting.