Conexio GENERAL TERMS AND CONDITIONS
|CONEXIO:||The software as a service platform as described on the CONEXIO information page.|
|Conexio:||Conexio CVBA is a company duly registered under the laws of Belgium, with registered office at Gravin De Merodestraat 132, 2260 Westerlo, Belgium and with company number BE 0678.360.986.|
|User:||The legal entity that enters into a license agreement with Conexio with respect to CONEXIO.|
|Distributor:||An official Distributor of Conexio.|
|Account Page:||The page on the CONEXIO platform whereon the User’s transaction data are stored, such as but not limited to identification data, payment information, invoices and license information.|
|General Terms:||These General Terms and Conditions governing the use of CONEXIO by the User.|
|Annexes:||Any and all documents referred to in the General Terms.|
|Related Services:||The services set forth in Article 5.|
The General Terms are applicable to all use by User of CONEXIO and to the Related Services offered by Conexio. The User’s terms and/or those of a third party do not apply. Conexio may from time to time change the General Terms or its Annexes. The User has thirty days to protest such changes, after which period the new terms are deemed to have been accepted by the User. If the User does not accept the new terms, Conexio reserves the right not to extend or renew any licenses and/or Related Services.
2. Orders and prices
The User may from time to time order licenses and/or Related Services from Conexio. All orders must be placed via a Distributor or via the User’s account on the CONEXIO order page. All prices quoted by Conexio are net and exclude VAT.
Upon payment of the applicable fees, Conexio grants to the User a non-transferable and non-exclusive license to use CONEXIO. According to the license, such use will be exclusively online, for User’s sole and unique benefit and in accordance with the intended use of CONEXIO. User acknowledges that CONEXIO is constantly being improved by Conexio. The User will only have access to the latest released version of CONEXIO. Each new version or update of CONEXIO will replace as modified version the original or previous version thereof, and henceforth be subject to all rights and obligations as mentioned in the General Terms. During the updates, CONEXIO may temporarily not be available to the User. Acquired licenses are effective for the period indicated in the order document. Unless one of the Parties terminates the license as set forth below, the license will be automatically extended for the same period at the same license conditions. – Conexio may terminate the license by giving a two weeks notice to the User via the email address that is indicated on the Account Page or communicated to the Distributor as contact address. – The User may terminate the license by giving notice to the Distributor or via the termination procedure on the CONEXIO-website. Licenses that have started cannot be terminated or cancelled until the next license period. No payments will be refunded. In case of payments via credit card, Conexio will automatically charge the credit card of the User for the payments of license extensions and the User gives express permission to Conexio to do so. In case the payment information is no longer correct, in case the payment facilitator refuses the payment for any reason or in case the payment facilitator executes a refund for any reason, the User will receive a notice to correct his payment details within one week time. If Conexio wasn’t able to process the payment during this week, the license will be automatically cancelled by law and without further notice.
4. Set-up and synchronization details
CONEXIO is a self-service platform. The User needs to set-up the service himself by correctly configuring CONEXIO. The User will seek professional assistance if needed. Distributor and/or Conexio will assist the User at the User’s request. Such services will be charged at the then current rates of Distributor and Conexio. CONEXIO will automatically perform the synchronization according to the license specifications and the preferences and configurations set (the ‘Synchronization Details’). The User will consult the technical specifications of CONEXIO, the API specification of the synchronized applications and configure and adjust the User preferences in order to ensure that a proper synchronization is possible. E.g. the User will take into account the synchronization frequencies, the amount of data, processes,…. The User may order additional capacity and licenses with different specifications by ordering and paying for it via the CONEXIO order page or via the Distributor. The User is responsible for its choice of licenses and capacity and the configuration of CONEXIO. The User acknowledges that synchronization malfunctions may arise if the Synchronization Details don’t match his needs. The User acknowledges that by not extending his licenses or by refusing to pay for additional capacity, he takes responsibility for any and all synchronization issues and loss of data as a result thereof.
5. Scope and limitation of the Related Services provided by Conexio
Conexio provides the User with a software platform that enables the User to synchronize data and to perform operations as set forth on the CONEXIO information page. The Related Services provided by Conexio are strictly limited to all reasonable measures to ensure the working and availability of CONEXIO as set forth on the CONEXIO information page. Conexio does not screen the data, text or media content, processed through CONEXIO by the User. The User is free within the limited scope of his/her license rights to use and operate CONEXIO according to its intended purpose. As a result, the User bears the sole and full responsibility for the content that (s)he processes with the use of CONEXIO.
6. Users obligations and liability
User accepts complete and unconditional responsibility for any and all operations performed under his/her accounts. User is responsible for the confidentiality of his/her accounts, usernames and passwords, for the access to his/her computer system and for the acts and negligence of any party making use of an account of the User. User will not allow access to CONEXIO to anyone that is not an employee or trusted contractor of User. In case User finds or suspects any misuse of his/her account information, User will immediately change his/her passwords or contact Conexio on email@example.com to temporarily block his accounts. The User will only process data (s)he has the right to process. The User will comply with (i) all international, national, state and local laws and regulations, (ii) all internet regulations, policies and procedures and (iii) the license conditions of the applications synchronized by CONEXIO. The User agrees to never use CONEXIO for illegal purposes or conduct that is otherwise objectionable. The User may not process any content that (i) is unlawful, harassing, libelous, abusive, threatening, or harmful of any kind or nature or otherwise objectionable; (ii) (s)he does not have the right to process under any law or under contractual or fiduciary relationships; (iii) infringes any rights of a third party, such as but not limited to patent, trademark, trade secret and copyright rights. The User will not use nor display any means, software or routines that might harm other parties or the good functioning of CONEXIO, or disproportionately burden the CONEXIO system. The User accepts the full responsibility for his/her accounts and agrees to defend, indemnify and hold harmless Conexio, its shareholders, directors, officers, employees, agents, Distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of the General Terms or the Annexes.
7. Security and data protection
Conexio warrants that the CONEXIO service is secure and protected in a professional manner. However, as the CONEXIO service is delivered through the internet, Conexio cannot guarantee that CONEXIO cannot be hacked, breached or compromised in any manner. In case User finds or suspects any misuse or security breach, User will immediately contact Conexio on firstname.lastname@example.org. The User is entitled to process personal data as set forth in Article 2 of the Privacy Directive 95/46/EC and Article 4 of Regulation 2016/679 (hereinafter ‘Personal Data’) on CONEXIO, strictly in accordance with following terms: – User acknowledges that he will comply with all regulations relating to privacy protection that are applicable in the area where he operates. – User will register the processing of Personal Data with the competent authorities. – With regard to the use of CONEXIO and of the Conexio server by the User, Conexio will only act and User instructs Conexio to act only as a processor of the Personal Data. Conexio will never initiate the processing of Personal Data without express instruction of the User. – The User acknowledges that (s)he acts as a controller and will remain at all times owner of the Personal Data. – The User accepts full responsibility for the processing of the Personal Data and agrees to defend, indemnify and hold harmless Conexio, its shareholders, directors, officers, employees, agents, distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of this article. Conexio stores the User information in its master data management system. Conexio will not store User data on its servers, that are not strictly necessary for the delivery of the CONEXIO service. Conexio’s master data management system is not intended to serve as a back-up system. The User must ensure to have a current back-up of his/her data at all times. Conexio will only process the User’s Personal Data as needed for the execution of its services to the User and strictly in accordance with the Privacy Directive 95/46/EC and Regulation 2016/679 thereafter.
Conexio acknowledges that all information and/or data that is processed through CONEXIO is confidential and represents an important commercial asset of the User. Conexio hereby undertakes to keep this confidential information and/or data strictly secret, and in no circumstances and in no way to divulge it and/or to make it known to third parties, and not to use this information and/or data to its own benefit without express written permission from the User. Conexio shall only pass the confidential information and/or data to or make it known to those of its employees and contractors that absolutely must have this information and/or data to provide CONEXIO and the related services. The User undertakes a similar confidentiality obligation with respect to the data that the User receives from Conexio.
9. Support and problem reporting
No direct user support is included in the license fee. The User can consult the support information on the CONEXIO information page. The User may also report problems via the CONEXIO information page. Direct support may be ordered from the Distributor or Conexio, but will be charged separately.
10. Third party API’s
The User acknowledges that the CONEXIO service depends on the API’s of the synchronized applications. Therefore, CONEXIO may not properly function or not be available in case a third party API changes, malfunctions, contains bugs, is restricted or any other issue with a third party API arises (together referred to as ‘API Issue’). Conexio will use its best efforts to resolve the API Issues in a professional manner and as soon as possible. The User acknowledges this risk and accepts that Conexio will not compensate User for damages resulting from API Issues.
11. Title to CONEXIO
All intellectual property rights in, title to or ownership of CONEXIO (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with Conexio. This includes the mechanisms and interfaces built by Conexio to link with third party API’s. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of Conexio. User shall not use, print, copy, modify, translate or alter CONEXIO in whole or in part. The Conexio and CONEXIO logo’s and names are protected trademarks of Conexio. The User is not entitled to use, copy, remove or hide these signs without express written approval of Conexio. The User is not allowed to grant any sub-license or other right with respect to CONEXIO.
The User will only work with official Distributors. The User acknowledges that these Distributors are independent contractors, and that such parties don’t have any authority to act on behalf of, or bind Conexio. Conexio doesn’t give any warranties regarding Distributors and cannot be held liable for their actions.
13. Limitation of liability of Conexio
Conexio will provide all reasonable efforts to ensure the proper functioning of CONEXIO as set forth in the CONEXIO information page. Conexio represents that CONEXIO is developed in a professional manner and is consistent with generally accepted industry standards. Conexio will continue to improve CONEXIO and warrants that CONEXIO at all times will comply with such standards. However, Conexio does not warrant that CONEXIO is entirely free of small bugs and errors or that CONEXIO will function without interruptions. Conexio provides CONEXIO ‘as is’. Conexio does not warrant that the functions contained in CONEXIO will meet the Userss performance requirements or that CONEXIO will operate in accordance with the User’s expectations. The User accepts responsibility for the selection of CONEXIO, its use and the results to be obtained there from. Conexio makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded. Conexio can only be held liable for gross negligence (‘zware fout’, ‘faute grave’). It cannot be held liable when a defect or malfunction of CONEXIO is attributable to (i) a software or hardware defect that was not issued by Conexio, or (ii) API Issues, or (iii) the fact that changes or amendments to CONEXIO have been made without its permission, or (iv) if the User fails to report immediately any defect together with documentation and information relating to the occurrence of the defect. The User understands that CONEXIO is an online application and that all software and data will be run from the servers of Conexio or its suppliers. Conexio cannot be held liable when a defect or malfunction of CONEXIO is attributable to network or communication issues, or to hacking, malware or other forms of misuse. Conexio will not be liable to the User or third parties for loss of profits or business, loss of data, indirect, consequential or incidental damages, even if Conexio has been advised of the possibility of such losses or damages. For direct damages, if repair in species is not possible, the liability of Conexio toward the User shall never exceed an amount equal to the license fees paid by the User over the last twelve months. The User shall take all necessary measures that can reasonably be expected to limit its damage. The User shall indemnify Conexio and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Conexio or that Conexio shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfillment or breach of any obligation of the General Terms or Annexes; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the User’s activities relating to or in Conexio with the User’s use of CONEXIO.
14. Termination for cause
In case Conexio notices an action by User or lack of action by User that might in Conexio’s reasonable opinion breach the General Terms or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies Conexio of a possible harm, Conexio will contact the User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks. In extreme cases or in case the User fails to timely remedy his breach or the harm caused, Conexio ” at its sole discretion ” may immediately and without notice, without intervention of the court (‘de plein droit’), block or remove any content and/or terminate or suspend any User license, without any repayment of license fees or other indemnification of User and with complete indemnification of Conexio. In case Conexio discontinues its services or blocks the User’s access to CONEXIO on the basis of this provision, User will not be entitled to any indemnification from Conexio for the damages suffered as a result thereof. If the User unsuccessfully contests Conexio’s decision in court, the User will reimburse Conexio’s legal costs and expenses (incl. all attorney fees and costs).
15. Force Majeure
Neither party shall be in default or otherwise liable for any delay in or failure of its performance if such delay or failure arises by any reason beyond its reasonable control, including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in internet or other data communication networks or any act or failure to act by the other party or such other party’s employees, agents or contractors.
If any of the provisions of this General Terms and Annexes are held to be or rendered void or unenforceable, the User agrees that the same shall not result in the nullity or unenforceability of the remaining provisions, but that the User and Conexio will use their best efforts to replace such provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business or other purpose for said void or unenforceable provision. The mere fact that Conexio does not insist upon or enforce strict compliance by the User of any provision of the General Terms or Annexes shall not be construed as a waiver or relinquishment of Conexio’s rights pursuant to this condition, unless made in writing. The rights and remedies afforded to Conexio pursuant the General Terms and Annexes are in addition to and do not in any way limit any other rights or remedies afforded to Conexio by law. All such rights and remedies are cumulative and may be exercised singularly or concurrently. All notices between Conexio and the User shall be written in English and shall be deemed to be given to the User if sent by e-mail to the e-mail address for notices registered via the CONEXIO order page or communicated to the Distributor and to Conexio if sent by e-mail to email@example.com.
17. Applicable law and venue
Any agreement between User and Conexio with respect of the use of CONEXIO and the General Terms and Annexes shall be governed by, interpreted and construed in accordance with the laws of Belgium. Venue for any proceeding brought hereunder shall be with the courts residing in Antwerp (Belgium).