Version 2.0 — effective 4 September 2026. These terms replace all previous versions. Solvice NV, registered office Kleindokkaai 19, 9000 Ghent, Belgium. Register of legal entities Ghent (Ghent division), enterprise number 0552.540.605.
A. These General Terms and Conditions govern every provision of the Services by Solvice NV ("the Service Provider"). They apply as soon as the Customer signs or accepts an Order Form that refers to them, places an order, or begins using the Services, whichever occurs first.
B. Where an Order Form and these General Terms and Conditions conflict, the Order Form prevails for the point in conflict only.
C. These terms are offered exclusively to businesses. The Services are made available only to customers acting in the course of a profession or business. They are not offered to consumers within the meaning of Book VI of the Belgian Code of Economic Law, and no consumer may enter into a contract on the basis of these terms.
D. The Customer's own purchase or general conditions are excluded, whether or not the Service Provider has objected to them separately.
GENERAL TERMS & CONDITIONS SOLVICE – SaaS SERVICES
Acceptable Use Policy (AUP): The Acceptable Use Policy of the Service Provider, which constitutes the conditions for the use of the Services of the Service Provider by the Customer and the Users.
Affiliated Company/Companies: Companies within the definition of articles 1:20 and 1:21 of the Belgian Companies and Associations Code.
Bugs: An error, flaw, malfunction or defect in a computer program or system, as a result of which it does not (entirely) fulfill its function according to specifications and leads to incorrect and/or unexpected results and/or program crashes or shutdowns.
Consultant: The Employee(s) who the Service Provider appeals to for the performance of this Contract.
Contract: These General Terms & Conditions and the Order Form, as well as the appendices of this contract, which form an integral part thereof, if and insofar applicable.
Customer: The Customer stated in the Order Form/purchase order.
Data: The totality of data belonging to the Customer and/or the Users to which the Service Provider gains or can gain access to within the framework of the Services. The Customer remains at all times fully responsible for this Data.
Employees: Personnel Members, personnel members of Affiliated Companies, independent employees, subcontractors, consultants, and any other natural or legal persons directly or indirectly involved in the provision of the Services.
Force Majeure: The situation in which one of the Parties is impeded in the performance of the Contract, whether in whole or in part and whether temporarily or permanently, beyond the control of the Party or Parties. This includes (but is not limited to): fire, war, terrorist attacks, unfavorable weather conditions, natural disasters, interruptions at suppliers/subcontractors of the Service Provider, failure to properly fulfill obligations of suppliers prescribed by Customer to Service Provider, defective goods, equipment, software or materials of third parties whose use is prescribed by the Customer to the Service Provider, government measures, Internet disruption, data network or telecommunications facilities, the unavailability of third-party servers, cyberattacks, Bugs in the software of third parties, strikes, unavailability of Employees, general transport problems and power failure. All this regardless of whether the force majeure occurs at the Service Provider or at one of its suppliers.
General Terms & Conditions: The present document titled “General Terms & Conditions”, including its appendices.
Material(s): The software, Data and other data placed or processed within the Services by the Customer or the Users.
Party/Parties: Service Provider and/or the Customer.
Services: The Software as a Service (SaaS)-services, such as API’s, software components, hosting and supporting services that the Service Provider shall provide to the Customer, as described in the Order Form. These services are governed at all times by the General and Order Form.
Service Provider: Solvice NV, with its registered office at Kleindokkaai 19, 9000 Ghent and registered in the register of legal entities in Ghent (Ghent department) under number 0552.540.605.
Order Form: Contract/purchase order subject to these General Terms & Conditions and describing the specific performance modalities of this Contract.
User(s): The user(s) of the Services. Depending on the Services provided, these are the customers of the Customer and/or the employees/appointees or other (third) authorized representatives of the Customer to whom the Customer gives permission to use the Services. The Customer is exclusively responsible for the Users to whom it provides access.
1.1. All offers and other expressions by the Service Provider are without obligation, unless the Service Provider states otherwise in writing. The Customer guarantees the correctness and completeness of the data provided by or on behalf of the Service Provider on which the Service Provider has based its offer.
1.2. The Service Provider is only bound to perform the Contract after its explicit acceptance of the order for the Services in writing.
1.3. If the Service Provider deals with the order or the Services stated in the Order Form at the request of the Customer before the Contract has been signed, then the processing of the order and/or the start of the Services shall be deemed to be an acceptance of the General Terms & Conditions and the Order Form. By installing the Services or by downloading or using them, the Customer accepts and takes notice of these General Terms & Conditions.
1.4. The Contract is entered into for a period of one (1) year, unless expressly agreed otherwise in the Order Form. The term of the Contract will be extended repeatedly for a period of one (1) year, unless the Customer or Service Provider terminates the Contract in writing with due observance of a three months’ notice period before the end of the applicable period.
1.5. Without prejudice to its entitlement to compensation of damages, the Service Provider may, at its own discretion, suspend the Contract, or terminate or rescind the Contract by operation of law, with no notice of breach required, with immediate effect and without judicial intervention, by the simple delivery of a registered letter:
in the event of repeated or serious violation of the contractual obligations (such as late payment and/or non-payment on any individual payment deadline) by the Customer;
in the event that the Customer does not comply with the obligations regarding the AUP and/or the right of use of the Services;
in the event that the Customer – whether or not provisionally – is granted a suspension of payment, or is in a state of bankruptcy or discontinuation of payment, or his credit line is in jeopardy or is obviously insolvent, or if the Customer’s company is liquidated or terminated other than for the purpose of reconstruction or a merger of companies;
the Customer offers an agreement to its creditors or discontinues the business;
should any or all of the assets of the Customer be under foreclosure and/or a garnishment order at the request of a creditor or in the event of other executive or protective measures with respect to the Customer’s assets;
in the event of proof or serious suspicions of fraud committed by the Customer;
in the event that the Customer refuses to provide the requested information or has provided incorrect and/or false information;
the Services are attacked, if a third party uses the Services without the Customer’s permission or damages it or wants to damage it;
there are specific circumstances that require the Service Provider to suspend certain Services under this Contract to protect the Services and/or other users' accounts.
1.6. Further, either Party may terminate the Contract if the other Party commits a demonstrated serious error or material Contractual failure and does not rectify this within a period of thirty (30) calendar days after being notified by registered letter of default by the Party invoking the error or failure. Extension of the aforesaid period for remedy of the default shall not be refused on unreasonable grounds if during the remedy period of thirty (30) calendar days the Party in default has commenced remedying the default and is making reasonable efforts to continue to do so.
1.7. The Service Provider is never obliged to refund any amounts already received or to pay damages due to the termination as referred to in Article 1.5 or 1.6.
1.8. In the event that the Customer is irrevocably bankrupt, the Customer’s right to use the software, websites and other products supplied by the Service Provider will automatically end, as well as the Customer’s right to access and/or use the Services of the Service Provider, without a cancellation procedure being required on the part of the Service Provider.
1.9. The Service Provider is entitled to suspend its obligations automatically by sending a mere notification to the Customer by registered letter, if the Customer does not fulfil its obligations under this Contract, so the Service Provider can suspend the Services provided and/or cease and/or disable software.
1.10. Unless the Customer terminates the Contract due to a proven gross and unjustifiable error or material shortcoming on the part of the Service Provider, the Customer shall reimburse the Service Provider for all Services actually performed at the time of the termination. The effective work hours performed at the moment of termination shall be billed at the Service Provider’s applicable hourly rates, without prejudice to the Service Provider’s option to use any and all legal means to demonstrate any damages suffered in excess thereof.
1.11. If the Contract is rescinded by one of the Parties, this rescission is considered to be effective as from the date of the postmark of the registered letter giving notice that the Contract is rescinded.
1.12 If the Contract is entered into for a definite period of time, the Customer is not entitled to terminate the Contract prematurely.
1.13. In the event of termination of the Contract, the Service Provider shall remove the Material in the Services within a reasonable phase-out term, whereby the Service Provider is allowed to keep one copy for internal archiving purposes.
2.1. The Customer undertakes the obligation to pay a fee equal to the number of (hours) days of performance times the rates for Services agreed in the Order Form. Any estimates in, for example, price or time quotations from the Service Provider are purely indicative.
The Service Provider is in all cases entitled to adjust the prices for Services by means of a written notification to the Customer if this is the result of a price adjustment by its suppliers or due to exchange rate differences.
2.2. The fees are in euros and exclude VAT (revenue tax) and any other levies imposed or to be imposed by the government. Unless otherwise stated in the Order Form, these fees exclude travel times, incidental expenses and all other reasonable costs. All these costs are to be borne by the Customer.
2.3. If, according to the Contract concluded between the Parties, the Customer consists of several natural persons and/or legal entities, each of those (legal) persons shall be jointly and severally liable towards the Service Provider to perform the Contract.
2.4. The Service Provider may adjust the fees annually on 1 January based on the following formula:
New price = Base price * (0.2 + 0.8 * New index / Initial index))
For which the following definitions apply:
Base price: price at the start of the Contract;
Initial index: the index published by Agoria “national average reference wage cost” for the month preceding the signing of the Contract;
New index: the index published by Agoria “national average reference wage cost” for the month preceding the date of indexation.
2.5. In the event of a sudden fundamental change in circumstances with an effect on the agreed price that was both unforeseeable at the time of the determination of the price and that constitutes a disruption of the contractual equilibrium, then, upon demand by the Service Provider, the Parties will meet to agree on a reasonable adjustment of the Contract. If the Parties are unable to reach a consensus after thirty (30) calendar days from the moment of the request to adjust the Contract, the Service Provider has the option to cancel the Contract by virtue of notice by registered letter with a notice period of thirty (30) calendar days, without giving rise to any obligation for compensation on the part of the Service Provider.
2.6. The Parties shall determine the date or dates in the Order Form on which the Service Provider shall invoice the fees for the agreed performance to the Customer. Excepting where agreed otherwise in the Order Form, the Service Provider shall invoice the Customer on a monthly basis. All invoices are payable thirty (30) calendar days after the date of invoice, unless specified otherwise in the Order Form. The absence of written contestation of an invoice within eight (8) business days from the date of sending of the invoice constitutes irrevocable acceptance of the invoice as well as the Services listed therein and any corresponding maintenance agreements.
2.7. After expiry of the payment period, the Customer is automatically in default without any prior notice being required. Upon the expiry of the payment period, the Customer incurs conventional interest charges equalling the interest rate as defined in Article 5 of the Belgian Act on payment arrears (Act 2 August 2002, Belgian Official Journal 7 August 2002), increased by 3%. This interest is calculated from the deadline for payment of the invoice up until the date of full payment.
2.8. In the event of late payment of an invoice:
the Service Provider is entitled to the fixed compensation for recovery costs provided for under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, in addition to the interest under article 2.7;
all costs, the extrajudicial collection of the invoice, and the costs of legal proceedings and enforcement are to be borne by the Customer;
all claims against the Customer not yet due are immediately incurred, exigible and payable; and
The Service Provider is entitled to suspend all its Services in regard to the Customer without prior notification.
This is without prejudice to the other legal and contractual rights of the Service Provider.
Should the Customer fail to meet its payments, the Service Provider reserves the right to disconnect access to the Services until payment has been received. Temporary disconnection of the access to the Services does not grant the Customer the right to terminate the Contract and/or to cease (further) payments.
2.9. The Customer is not entitled to settlement of the amounts owed or suspension of any payment.
2.10. Payments made by the Customer to the Service Provider will be charged initially to the costs incurred by the Customer, then to the interest owed and, only in the last instance, to the principal owed.
2.11. If in the opinion of the Service Provider, the Customer’s creditworthiness so dictates, the Service Provider may, even after the signing of the Contract, require the Customer to furnish security requested by the Service Provider for the payment of the Services yet to be provided, and the Service Provider may suspend performance as long as the security is not furnished.
2.12. The Customer may not derive any rights or expectations from a preliminary calculation or budget issued by the Service Provider unless the Parties have agreed otherwise in writing. An available budget made known by the Customer to the Service Provider only applies as a (fixed) price agreed between the Parties for theServices to be provided by the Service Provider if and insofar as this has been expressly agreed in writing.
2.13. If, without valid reason, the Customer cancels its order in whole or in part or remains in default of receiving and accepting any or all of the Services provided without valid reason, the Service Provider is entitled to rescind the Contract or demand fulfillment. The damages suffered by the Service Provider will be a minimum of 30% of the value of the order or the unfulfilled portion thereof, without prejudice to the Service Provider’s right to demonstrate actual damages suffered, using any and all means to do so, if such damages are greater.
3.1. The Service Provider undertakes to execute the Services to the best of its ability on behalf of the Customer and/or to provide the Services listed in the Order Form and to provide any supporting (maintenance) services that may be required. The Service Provider shall take the technical instructions and guidelines it receives from the Customer into account.
3.2. The Customer declares that it has been fully informed by the Service Provider concerning the options for the Services (type, characteristics, operation, use potential and limitations, warranties, required environment, costs) as well as in regard to the issues of modification, installation or integration and expansion that may arise and the impact of this on the existing hardware and/or software and/or licenses already installed at the Customer’s. The Parties agree that the Service Provider cannot be held liable for this.
3.3. The Customer bears full liability for the selection of the Services as well as for errors and/or omissions in the order of the Services. The Service Provider is fully informed concerning the needs and expectations of the Customer exclusively in the form of the Order Form. The contractual obligations of the Service Provider can only be derived from the Contract.
3.4. The Services shall be developed and/or delivered by the Service Provider (i) in the state in which they are at the moment of delivery (“as is”), and therefore with all visible and invisible errors and defects, and (ii) according to their availability (“as available”), and therefore without any guarantee of continuous availability. The Service Provider is therefore not liable for unavailability as a result of Force Majeure, third-party dependencies (cf. Article 4) or maintenance (cf. Article 3.5). Under no circumstances does the Service Provider warrant the suitability or marketability of the Services for the performance of specific tasks envisioned by the Customer unless said tasks are explicitly covered in the Order Form and/or the description of the functional specifications. As a consequence, the Customer is itself responsible for the order, the suitability of the Services rendered to achieve the results intended by the Customer.
3.5. The Service Provider reserves the right to temporarily suspend the Services for preventive or corrective maintenance, modifications or improvements by the Service Provider or a third party engaged by the Service Provider. The Service Provider shall inform the Customer in advance, except in the case of urgent maintenance, in which case the Service Provider shall inform the Customer as soon as possible of the maintenance carried out. The Service Provider or the third party engaged by it shall under no circumstances be liable to pay any compensation as a result of the suspension of the Services.
3.6. The Customer shall at all times promptly grant all reasonable cooperation desired by the Service Provider and provide all necessary or relevant information. The Customer warrants the accuracy, completeness and timeliness of the provided information.
3.7. If the Customer provides software, equipment or other resources to the Service Provider in connection with the Services of the Service Provider, the Customer is solely responsible for obtaining all necessary licenses and/or approvals with regard to these resources that the Service Provider may require.
3.8. The Customer is responsible for the management, including monitoring of the settings, the correct use of the Services provided by the Service Provider and the manner in which the results of the Services are used. The Customer is also responsible for the instruction of Users, as well as their use.
3.9. The Customer shall install, set up, parametrise, refine the (auxiliary) software needed on its own hardware and, if necessary, adapt the equipment used for this, including other auxiliary equipment, other auxiliary software operating environments and ensure the interoperability required by customers.
3.10. The Customer shall at all times bear the sole (end) responsibility for the ongoing projects, products or services of which the Services of the Service Provider may be a part, such as by way of API integration of the Services in the Customer’s software.
3.11. The Customer shall always take all reasonable safety measures with regard to the use of the Services. The Customer shall always comply strictly with all applicable legislation, as well as the AUP.
3.12. The Customer is solely responsible for the compliance with all license (information) obligations and the associated usage limits. The maximum usage limits related to the Services and the consequences for exceeding it shall be included in the Order Form.
4.1. The Services may rely on third-party suppliers who provide services or products to the Service Provider, such as cloud infrastructure providers, data providers, and network and hosting providers. Technical or operational limitations on the Services may be imposed by these third-party suppliers.
4.2. The Service Provider has no control over these third parties, nor over their services and products and their availability. The Service Provider’s obligations set out in this Agreement apply only to the extent that they are reasonably within its control. If a disruption or limitation is caused by a third-party supplier, this shall not constitute a breach of contract, provided that the Service Provider (i) makes all reasonable efforts to mitigate the problem, (ii) escalates the problem to the relevant supplier, and (iii) informs the Customer of its status and progress.
4.3. Where products of third-party suppliers and/or open source technology are offered as part of the Services, the Customer accepts that these are licensed under the terms and conditions of the respective third-party supplier, and not under the terms of this Contract.
5.1. The (interim) delivery dates specified by the Service Provider or agreed between the Parties always apply as target dates, are not binding for the Service Provider and are always indicative in nature. Late delivery cannot give rise to compensation, refusal to accept the Services or cancellation of the order.
6.1. Confidential information is defined as all information of any form whatsoever (oral, written, graphic, electronic, etc.) exchanged between the Parties in the context of this Contract. Information shall be regarded as confidential if it has been designated as such by one of the Parties or regarded as confidential by a reasonably careful and trustworthy person. The Customer acknowledges that the software originating from the Service Provider is always of a confidential nature and that it contains business secrets of the Service Provider or its suppliers.
6.2. Each Party and its Employees must keep confidential all confidential information received from the other Party in the performance of this Contract. Additionally, the Parties may only use the confidential information for the purposes of this Contract. The Parties may not disclose the confidential information to third parties without the written consent of the other Party.
6.3. The confidentiality obligation shall continue to exist for a period of three (3) years after disclosure, and shall in any event end no later than three (3) years after the end of this Contract, regardless of the cause of the termination of the Contract.
6.4. The following are not considered to be confidential information:
information obtained legally from a third party not bound by any confidentiality obligation or secrecy;
information that a Party already knew before it was provided for the purposes of this Agreement;
information a Party developed independently without violating this Agreement;
information that came into the public domain without the doings or error of the Party receiving the information;
information that must be made public pursuant to a judicial or administrative decision.
6.5. The Service Provider may also include the Customer in its customer list, publish a brief description of the assignment and use the Customer’s name and trademark for publicity purposes and PR activities.
7.1. By entering into an agreement with the Service Provider, the customer grants the Service Provider, for the term of the Contract, a non-exclusive, royalty-free license to use the software vendor's name, brand, and logo for the sole purpose of promoting the collaboration between the parties. This includes the right to highlight specific features and functionalities enabled by the API integration of the Services within the customer's software. The Service Provider may utilize the software vendor's brand and associated features in marketing materials such as website content, press releases, case studies, blog articles, keynote presentations, podcasts, brochures, trade show displays, and other communication channels. the Service Provider will ensure that all representations are accurate and do not mislead or misrepresent the customer's product offerings.
7.2. The customer reserves the right to review and approve any marketing materials containing its brand and features prior to publication.
8.1 All intellectual property rights on the Services and/or the results of the Services of the Service Provider, as well as on the Service Provider’s products and infrastructure, are exclusively vested in the Service Provider and/or its licensors or its suppliers. Unless stated otherwise in the Order Form, the Service Provider grants the Customer a limited, non-exclusive, non-sub-licensable and non-transferable right of use with regard to the Services and/or the results of the Services performed from the moment of full payment of all invoices, as well as all other amounts the Customer owes due to the payment obligation, as well as all other amounts the Customer owes due to the failure to pay, and this for the duration of the Contract. The Customer shall only use the Services and/or results of the Services in the manner prescribed by the Service Provider.
The right of use covers the internal use of the Services and the API integration of the Services within the Customer’s software, taking into account the functionalities and specific characteristics of the Services. All rights not expressly granted to the Customer under this Article remain reserved to the Service Provider and/or its suppliers. The Customer’s right of use does not, for example, include:
- the right to copy, mass-produce or extract the Services, to reverse engineer, translate, modify, edit or otherwise alter them, and to reproduce such results;
- the right to make the Services as such available to third parties;
- the right to commercialize or resell the Services as such.
The Customer indemnifies the Service Provider against all damage, claims and liability resulting from an infringement of this right of use by the Customer and/or the Users.
8.2. The risks associated with the Services provided transfer to the Customer at the moment of delivery.
8.3. The Customer is not permitted to remove or alter any indication concerning the confidential nature pertaining to copyright, trademark, trade name or any intellectual or industrial property right from the software, websites, databases, equipment or materials.
8.4. If a third party institutes a claim against the Customer because of a deliberate violation of his or her intellectual property rights by the Service Provider, the Service Provider shall, at its own expense, either(i) defend the Customer against such legal action and indemnify damage and costs assigned by a court to the claimant third party, or(ii) reach an amicable settlement with this third party regarding the dispute with the Customer.
The aforementioned obligation is only entered into if and insofar as:
The Customer notifies the Service Provider in writing within seven (7) calendar days after the Customer has received the claim, or as soon as required by law, and;
The Service Provider has exclusive control over the defense or settlement of such a claim, and;
The Customer assists the Service Provider and cooperates with the Service Provider at first request and covers the costs the Service Provider in the defense or settlement of such claims.
8.5. If the Services and/or the result of the Services delivered by the Service Provider violate the intellectual property rights of third parties or, in the opinion of the Service Provider, could potentially violate them, the Service Provider has the choice to at its expense:
- replace or change the Services and/or the result of the Services (with significant retention of the use options and functionalities) to ensure there is no doubt concerning an infringement, or;
- acquire the right to continue its use on behalf of the Customer;
- accept the return of the Services and/or the result of the Services and reimburse the payments made by the Customer under the Contract with deduction of a reasonable fee for the period that the Customer has used the Services and/or the result of the Services.
The Customer acknowledges and accepts that the regulation referred to in articles 8.4. and 8.5. contains the exhaustive right of recourse for the Customer with respect to an infringement of the intellectual property rights and/or the resulting damage.
8.6. The obligation to indemnify does not apply (i) if the infringement is related to materials made available to the Service Provider by the Customer for use, processing, handling or maintenance, (ii) if the infringement is related to the API integration of the Services within the Customer’s software, or (iii) if the Customer made or had changes made to software, website, data files, equipment or other materials.
8.7. The Customer warrants that no rights of third parties obstruct making equipment, software, material intended for websites, data files and/or other materials and/or designs available to the Service Provider, with the aim of use, maintenance, processing, installation or integration. The Customer indemnifies the Service Provider against any claim by a third party that is based on the assertion that such provision, use, maintenance, processing, installation or integration infringes any right of that third party.
8.8. The Customer acknowledges and agrees to the fact that development of the Services has cost a substantial amount of money and time and that these Services are confidential for, and a trade secret of, the Service Provider and/or suppliers and/or third parties. The Customer commits to keeping the Services absolutely confidential, to not disclose the Services to third parties, and to prevent access being gained to them, unless explicitly agreed otherwise.
8.9. Nothing in this Contract shall be construed by the Customer and/or the Users as the transfer of their intellectual property rights to the Materials that the Customer and/or the Users place or process within the Services (such as but not limited to contracts, annual reports, models, literary works, documents, reports, software, source code in the broad sense, databases and know-how).
9.1 The Customer agrees not to actively approach the Employees of the Service Provider, directly or indirectly, for the purpose of engaging or recruiting them, during the entire term of the Contract, as well as for a period of twelve (12) months after termination of the Contract, excepting where agreed otherwise in writing by the Parties.
9.2. In the event of a breach of article 9.1, the Service Provider is entitled to compensation for the damage it actually suffers, in accordance with general law.
9.3. The Customer undertakes to impose the obligations under this article on third parties with which it partners and/or contracts. The Customer commits to ensuring that these third parties shall not approach any of the Employees of the Service Provider with the purpose of engaging or recruiting these persons.
10.1 Each Party must at all times adhere to its respective obligations under applicable law in regards to the processing of personal data in connection with personal data processed pursuant to this Contract. The Customer undertakes to refrain from granting the Service Provider and the Consultant access to personal data within the framework of this Contract, except when the performance of the Contract would be impossible without such access. The Customer undertakes in such a case only to grant access to the personal data that are strictly necessary for the execution of the Contract. The Customer is solely responsible at all times for the determination of the objectives for which the Service Provider processes personal data pursuant to the Contract. For the sake of clarity, the Parties acknowledge that the Customer acts as the party responsible for the data processing, and the Service Provider acts as the processor of the personal data that must be stored, used or otherwise processed at the instruction of the Customer for the offices of this Contract, as these terms are defined in the legislation governing the processing of personal data. All costs related to and/or arising from the application and/or implementation of the applicable legislation governing the processing of personal data are exclusively at the expense of the Customer.
If this is necessary for the performance of the Contract, the Customer shall, upon request, inform the Service Provider in writing about the manner in which the Customer performs his obligations under the legislation on the protection of personal data.
10.2. The Customer declares that it has obtained all approvals necessary for the use and processing of the personal data transferred to the Service Provider for the purposes of the Contract, and the Customer further warrants that the content, use and/or processing of the personal data is not wrongful and does not violate the rights of third parties. The Customer shall indemnify the Service Provider against claims from persons whose personal data is registered or processed in the context of a personal registration held by the Customer or for which the Customer is otherwise responsible under the law, unless the Customer proves that the facts that are relevant to the claim are exclusively attributable to the Service Provider.
10.3. The responsibility for the personal data processed by the Customer using a Service of the Service Provider service lies entirely with the Customer. The Customer indemnifies the Service Provider against any legal claim by a third party, on any grounds whatsoever, in connection with this personal data or the performance of the Contract.
10.4. On the grounds of the legislation governing the processing of personal data, the Customer has obligations towards third parties, such as the obligation to provide information and provide access to, correcting and deleting the personal data of data subjects. The responsibility for the fulfillment of these obligations rests entirely with the Customer. The Service Provider shall, as far as technically possible, provide support for the aforementioned obligations to be met by the Customer. The costs associated with this support are not included in the Service Provider’s agreed prices and fees and are borne by the Customer.
10.5. The Parties have acknowledged that Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC prescribe strict standards regarding the contractual matters to be regulated. The Parties shall therefore, in due course, take the necessary steps to come to terms on a “Processor Contract”.
10.6. The Customer gives consent to the Service Provider to process the customer data that it receives in the context of the implementation of this Contract. The main purpose of processing the data of the Customer is to manage the future and current customers of the Service Provider, which – among other things – includes management of and access to the section of the website(s) reserved for the customers as well as offering and promoting products and services. The Customer can gain access to his data or request correction(s) by sending the Service Provider a registered letter accompanied by a copy of the identity card in question. The Customer can notify the Service Provider in the same manner should they no longer wish to receive promotional offers concerning the products and services by telephone, e-mail or post. Please specifically indicate the intended means of communication.
11.1 The Service provider does not guarantee that the information security will be effective under all circumstances. If an explicitly described method of security is lacking in the Contract, the security shall meet a level which, in view of the state of the technology, the sensitivity of the data and the costs involved in achieving a secure environment is not unreasonable.
11.2. The access or identification codes and certificates provided to the Customer by or on behalf of the Service Provider are confidential and must be treated as such by the Customer and shall only be shared with authorized personnel from the Customer’s own organization. The Service provider is entitled to change assigned access or identification codes and certificates.
11.3. The Customer shall adequately secure his systems and infrastructure and shall always ensure that antivirus software is in operation. The Service Provider can never be held liable for viruses in the Customer’s system and the consequences thereof.
11.4. Only the Customer is responsible for setting up procedures that allow them to reconstruct lost or modified files, Data or programs at any time, regardless of the cause of the loss or modification. On a daily basis, the Customer must be able to dispose of the necessary back-up copies of its computer programs, files and Data. In the event of loss of Data, the Service Provider can only be held liable for the Data lost between the time of the last daily back-up and the time of establishment of the proven defect in the software delivered.
11.5. The Customer at all times bears the responsibility for its existing infrastructure (including, but not limited to: hardware, software, websites, databases, monitoring and security procedures, adequate system management, etc.) and the proper functionality and safety of all its working materials.
12.1. The liability that the Service Provider may incur is derived from a best effort obligation that in cases of claim must be appropriately demonstrated by the Customer, unless where and insofar as the Service Provider has expressly committed to a specific result.
12.2. Considering the nature and technical character of computer programs, the Customer acknowledges and accepts that it is not possible according to the current state of technology and knowledge to guarantee that the Services shall be free of defects, inaccuracies or Bugs or that these shall work uninterrupted in all circumstances in accordance with what was agreed or expected. Services are delivered “as is” and “as available” and the Service Provider in no way guarantees that the Services meet the actual purpose and/or intended use of the Customer or are continuously available.
12.3. To the maximum extent permitted by applicable law, the total liability of the Service Provider due to an attributable failure to comply with the Contract is limited to the compensation for direct damage, up to a maximum of 100% of the compensation payable by the Customer for the specific Service that caused the damage (excluding VAT). If the Contract were to run for several years, then the Service Provider may, for the compensation of the direct damage, be held to a maximum of 100% of the value of the amounts invoiced under this Contract for the specific Services (excluding VAT) during a period of twelve (12) months prior to the day that the harmful event occurred. For damage incidents partly attributable to the Customer and/or a third party, the Service Provider may be held liable towards the Customer up to a maximum amount, within the limits defined above, of the share caused by the Service Provider’s demonstrated error, to the exclusion of any joint and several liability with the other debtors. This provision applies regardless of whether the claim is brought on a contractual or extra-contractual basis. Related, similar or linked damages are always considered as a single damage case.
12.4. The Customer must inform the Service Provider in writing of any event that may call upon the latter’s liability or of any disadvantage the Customer suffers within the shortest possible time and at the latest within fifteen (15) calendar days from the occurrence of this event or disadvantage, or at least to be counted from the moment the Customer becomes aware of or reasonably could have been aware of this event or disadvantage and shall grant the Service Provider a reasonable period to remedy the shortcoming. This is in order to enable the Service Provider to determine the origin and cause(s) of the damage within a reasonable period, or possibly to rectify the shortcoming of its obligations. The notice of default must contain as complete and detailed a description of the shortcoming as possible, so that the Service Provider is given the opportunity to respond adequately. In the event of failure to comply with the written notification, the Service Provider reserves the right to refuse any compensation and it cannot be held liable.
12.5. Under no circumstances shall the Service Provider be liable for(i) circumstantial, indirect, incidental or consequential damage, including but not limited to financial or commercial losses, loss of profit, increase of general costs, missed savings, loss of goodwill, damage due to business interruption, damage as a result of claims from customers of the Customer, failure of planning, loss of expected profit, loss of capital, loss of Customers, missed opportunities, loss of data (including Data), loss of benefits, corruption and loss of files resulting from the execution of the current Contract;(ii) damage caused by an error or negligence of the Customer and/or its Users;(iii) compensation for all direct and indirect damage caused by the (incorrect) use of the Services and/or the result of the Services, such as the API integration of the Services within the Customer’s software;(iv) compensation for all direct and indirect damage caused in whole or in part by software or hardware supplied or made by third parties, or brought into the Customer’s company by any other element upon conclusion of the Contract; and(v) all claims by third parties, including Users, directed against the Customer;(vi) damage for third parties that cannot use or access the data;(vii) damage caused by an unavailability/interruption of connectivity, the GPS signal, GPRS network and/or defective SIM card;(viii) damage caused by temporary unavailability/interruption of the Services:(ix) damage caused by loss of data (including Data);(x) damage caused by a defect in the Services that is also caused by the fault of the Customer or by a person for whom the Customer is responsible,(xi) all direct and indirect damages caused by improper use of the Services or use of the Services in breach of the AUP.
12.6. The limitation of liability as set out in these General Terms & Conditions shall not apply with respect to damages caused by an intentional and/or fraudulent error by the Service Provider.
12.7 The Service Provider can in no way be held liable for the purchase and/or proper functioning of the infrastructure of the Customer, any Users and/or other third parties.
12.8 The liability limitations of this article remain applicable to the event that the Service Provider is informed by the Customer of the existence of a realistic risk of damages. The Parties acknowledge that this constitutes a reasonable distribution of risk.
12.9. In the event that the delivered Services are used for further development or commercialization, the Customer shall hold the Service Provider harmless against any third-party damages claims, even if it were established that such originated from the Services supplied by the Service Provider.
12.10. The Service Provider is not liable for any claims of intellectual property rights infringement based upon:
(a) use of a modified or old version of any or all of the Services, if the infringement could have been prevented by using the unmodified or last version which the Service Provider has made available; or (b) information, design, specifications, instructions, software, data or other materials that were not developed by the Service Provider.
12.11. The Customer shall indemnify the Service Provider against all third-party claims due to product liability as a result of a defect in a product or system supplied to a third party by the Customer and which also consisted of equipment, software, Services or other materials supplied by the Service Provider, unless and insofar as the Customer proves that the damage is exclusively caused by that equipment, software or other materials.
12.12 Except as otherwise agreed between the Parties, the Customer is responsible for its use of the Services and the manner in which the results of the Services are deployed, such as the API integration of the Services within the Customer’s software. The Customer is also responsible for instructions provided to Users and their use of this information.
12.13. If service credits are agreed in the Order Form for a specific incident, these shall constitute the sole and exclusive remedy for that incident.
12.14. The provisions of this article, alongside all other limitations and exclusions of liability specified in this Contract, apply regardless of whether the claim is brought on a contractual or non-contractual basis, and are stipulated in part for the benefit of the Service Provider, the Employees and directors of the Service Provider and its Affiliated Companies.
12.15. Unless otherwise stipulated in mandatory law, the Service Provider and its Employees and directors cannot be (directly) held liable on an extra-contractual basis.
13.1. Neither Party is obliged to fulfill any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so as a result of Force Majeure.
13.2. However, if full or partial performance of the obligations of a Party under this Contract is delayed or prevented as a result of Force Majeure for a period expected to last longer than fourteen (14) consecutive calendar days, the Parties shall consult and endeavor to reach an amicable solution with a view to the continued execution of the Contract. If a situation of Force Majeure lasts longer than sixty (60) calendar days, either Party is entitled to rescind the Contract in writing. In that event, all performances already rendered under the Contract will be settled in proportion to the state of completion, without the Parties owing anything to each other beyond this proportionate compensation.
14.1. The Service Provider may at any time modify the Services or their functionalities, specifications or technologies, provided that this does not affect the core functionalities or core specifications as agreed in the Order Form.
14.2. If the Service Provider has performed Services that are outside the content or scope of the agreed Services at the request or with the prior consent of the Customer, these additional Services shall be reimbursed by the Customer in accordance with the agreed rates and, if these have not been agreed, according to the Service Provider’s usual rates. The Service Provider is not obliged to comply with such a request and may require that a separate written agreement be concluded to this end.
15.1. Neither this Contract nor the rights or obligations arising from it may be transferred in whole or in part without the express written consent of both Parties. Without prejudice to the foregoing, the Service Provider is at all times authorized to transfer this Contract or the rights or obligations derived from it, in whole or in part, to an Affiliated Company without requiring the explicit and written consent of the Customer.
15.2. For the performance of the Contract, the Service Provider may call upon the services of subcontractors without requiring the written consent of the Customer in advance.
15.3. The Service Provider is entitled to sell, transfer or pledge his claims for compensation payment to a third party.
16.1. Prospective users may register for a trial account at dashboard.solvice.io, generate an API key and access the Services on a limited trial or test basis, without a separate signed agreement.
16.2. Trial access is provided "as is" and without any warranties, service levels or obligations regarding availability, support or performance.
16.3. The Service Provider may suspend or terminate trial access at its own discretion and without liability.
17.1. The nullity of any provision or part of a provision under this Contract shall in no way affect the validity of the remaining portion of the provision or the rest of the provisions and clauses. By mutual Contract, the Parties shall make every effort to replace the invalid clause with a valid one with the same, or largely the same, economic impact as the invalid clause had.
17.2. A Party cannot be deemed to have waived a right or claim under this Contract or relating to a default of the other Party excepting where this waiver is made explicitly and in writing.
If under application of the preceding paragraph a Party waives rights or claims that are derived from continuing breach of Contract or other default of the other Party, this waiver can never be interpreted as waiver of any other right under this Contract or concerning a continuing breach or other default of another Party, even if the two situations exhibit significant similarities.
17.3. Barring any stipulation to the contrary, all legal remedies provided in the Contract are cumulative and above and beyond (and not a replacement of) any other legal remedies available to the Parties.
17.4. These General Terms & Conditions, together with the Order Form and any other appendices are a full and complete reflection of the rights and obligations of the Parties and take the place of all previous agreements and proposals, whether oral or in writing. In the event of contradictions between the General Terms & Conditions and the Order Form, the Order Form shall take precedence over the General Terms & Conditions.
Departures from and additions to this Contract are only valid if agreed between the Parties in writing. The applicability of the Customer’s purchase conditions or any other general conditions are explicitly rejected, even if these conditions state otherwise.
17.5. All notifications, requests and other communication under this Contract (excluding everyday operational communications) shall be in writing by registered letter with proof of receipt or in another conventional method of communication agreed between the Parties.
17.6. All provisions of the Contract explicitly identified as extending beyond the termination (including rescission) or expiry of the Contract, as well as all provisions of the Contract, the performance of or compliance with which is intended after the termination or expiry of the Contract, shall continue and remain fully in force beyond the termination or expiry of the Contract. Specifically, but not exhaustively, all provisions relating to liability, confidentiality and non-solicitation continue after the termination of the Contract under any and all circumstances.
17.7. Regardless of the nature and value of the juristic act to be demonstrated, the Service Provider may at all times demonstrate said act based on the following additional evidence: copies or reproductions in any form whatsoever (carbon copy, photocopy, microfilm, scan, etc.), via information carrier, fax, telex and email. This evidentiary material has the same basic force as a private instrument drafted in accordance with the provisions of the Belgian Civil Code. In the event a signed copy of the Contract is disclosed by email in a PDF or JPEG file or another form of exact copy, the signature included within it shall create a valid and binding obligation on the part of the signer (or the person in the name of whom and on whose account the document is signed) with the same value, force and effect as an original signature.
17.8. The titles and headings in this Contract are solely indicative and do not in any way affect the content or scope of the provisions or the rights and obligations derived therefrom.
17.9. The Service Provider will enjoy complete freedom and independence in the performance of the Contract. There is no hierarchical relationship between either the Service Provider and the Customer or the Customer and Consultant(s) on whom the Service Provider depends. Under no circumstances does the Service Provider transfer any employer’s authority to the Customer excepting insofar as permitted by the applicable legislation.
17.10. The Customer warrants that it will comply with all applicable import and export regulations. Further, the Customer indemnifies the Service Provider against all liability on the basis of violation of applicable import or export regulations. The Customer, with the explicit exclusion of the Service Provider, is deemed to be the exporter and/or importer in case of import or export of the Services.
17.11. The agreements between the Service Provider and Customer are governed by Belgian law, with the exclusion of the Vienna Sales Convention of 11 April 1980.
17.12. In the event of disputes concerning the implementation and/or interpretation of the present Contract which cannot be resolved amicably, only the competent Courts of Ghent (Division Ghent) shall be considered competent. Any claim by the Customer relating to the Services provided expires six (6) months after the date on which the Customer becomes aware or reasonably could have become aware of the damage-causing events giving rise to the claim.
1. The AUP contains a description of the obligations and responsibilities of the Customer in connection with the use of the Services. This AUP is an integral part of the Contract, and violation of this AUP may lead to suspension or termination of the Contract.
2. The Customer is responsible for any breach of the obligations and responsibilities in this AUP, regardless of whether this breach was committed by the Customer, the Users or a third party using the Services (with or without the Customer’s permission). The Customer is committed to including this provision in any contracts it concludes with the Users of the Services. The Customer indemnifies the Customer for any damage resulting from an infringement or non-compliance with this AUP.
3. The Customer acknowledges and accepts that the use of the Services is subject to the AUP and that strict compliance with the AUP is required. The Customer is liable for all activities on their account. Furthermore, the Customer is also responsible for the content of all Material that they place or process within the Services.
4. The Customer undertakes and warrants the following:
that they shall at all times use the Services in accordance with applicable laws and regulations;
that they shall not post or process any illegal Material on the Services, nor distribute, display or promote such Material.
5. The Services must not be used for illegal or irresponsible activities.
6. The Services offered by the Service Provider must not be used in any way that harms the integrity or performance of the Services or the Service Provider.
7. Illegal use: The Services offered by the Service Provider may not be used for illegal activities or for supporting illegal activities;
Damage to minors: The Services offered by the Service Provider may not be used to cause damage to minors. Harm to minors is understood, but not limited to, child pornography;
Menace: The Services offered by the Service Provider may not be used to post and/or send any Material that contains threats and/or incentives for damage to persons, institutions and/or assets. Additionally, it is forbidden to distribute, publish or reproduce Material that is excessively violent, incites violence, threatens violence or contains bullying content or hate speech;
Spread, publish or display Material that endangers one’s safety or health or harms public safety or public health;
Spread, publish or display Material that is excessively violent or incites violence;
Spread, publish or display Material that promotes illegal drugs, which involves an infringement of export regulations, or is linked to illegal gambling or illegal arms trafficking;
Disrupt systems in the network and/or the Services and/or disrupt network services or network communications;
Fraudulent activities: The Services offered by the Service Provider may not be used to make fraudulent offers, buy or sell fraudulent goods and/or services, or promote fraudulent practices;
Gather or use of information and/or Personal data without the consent of the owner of the information;
Collect or use email addresses, display names, E-ID cards, payment and/or credit card data or other user identifiers without the consent of the identified person, including but not limited to phishing, Internet scamming, password theft, spidering and harvesting;
The deliberate spread of viruses or the introduction of other forms of malware to the network or system that are intended to harm the party systems, software or data of the Service Provider and/or third parties which threaten the Service Provider and/or third parties.
Send, distribute or reproduce any Material (via uploads or otherwise) that infringes the copyright, trademark, patent, trade and/or business secrets or other (intellectual) proprietary rights of a third party;
Abusing the Services offered by the Service Provider to gain access or attempt to access the accounts of third parties;
Infringe the integrity of computer and network systems. The Customer undertakes, inter alia, to refrain from intentionally developing or using programs that hinder other users or which harm and/or infiltrate a computer, computer system or network or change the software components of a computer, computer system or network;
Infiltrate, access, or attempt to access, or intend to access the accounts of others, to overcome or attempt to overcome the security measures of the computer software or hardware, electronic communications systems or the Services or any other party, whether or not said access results in corruption or loss of data.
8. In case of non-compliance with this AUP, the Service provider may suspend the Services or terminate the Contract, without prejudice to its other rights and remedies under the Contract.
9. The Customer shall ensure:
passwords that grant access to the account(s) are kept secret. Insofar as necessary, it imposes the same obligation on the Users who use the Services of the Service Provider;
sufficient security measures are taken to prevent third-party abuse of the account(s);
That the password and access to the account(s) are not shared with others (even among the Users themselves).
10. The Customer is also prohibited from:
Bypassing the user ID or security of the Services, network, or account. This includes, inter alia, granting access to data for which the Customer and/or the User(s) have no consent or which is not intended for him/her;
logging into or using a server or account for which the Customer or Users have not been given permission to access;
Using tools designed to bypass or crack security measures;
Denial of Service (DoS) attacks, Distributed Denial of Service (DDoS) attacks to be executed or launched.
11. The Customer understands and accepts that the circumvention or (attempted) breach of system or network security can be prosecuted by criminal and civil law. The Service Provider shall provide full cooperation to the authorities and other stakeholders investigating such matters.