SaaS terms & conditions
Article 1. Scope
1.1. 1.1. These general terms and conditions (“General Terms”) govern Subscriber’s use of the Platform, as defined in the Order Form. These General Terms incorporate Provider’s terms of use by reference, available at (“Use Terms”). The Order Form to which these General Terms are attached, these General Terms, including the Use Terms, and the data processing agreement (“DPA”) constitute the entire agreement between Parties regarding the Platform (“Agreement”).
1.2. 1.2. Within the scope and use limitation set forth in the Order Form, Subscriber may grant access to the Platform to its workspace admin users, module admin users, contributor or viewer users, consumer users, and any other users authorized by Subscriber to use the Platform on its behalf (together, the “Authorized Users”). Subscriber shall ensure that its Authorized Users are informed of and comply with the Agreement.
Article 2. Definitions
2.1. Capitalised terms have the meaning assigned to them in this Article 2 or elsewhere in these General Terms.
(a) "AI Feature": any feature or functionality made available as part of the Platform that involves or interacts with an artificial intelligence (AI) system, and that enables the generation, classification, extraction, translation, prediction, or transformation of content, signals, or data.
(b) "Business Day": any day excluding Saturdays, Sundays and Belgian public banking holidays.
(c) "Confidential Information": any non-public information disclosed by or on behalf of a Party to the other Party in any form, that is identified as confidential or that, given its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information does not include information that the receiving Party can demonstrate through written records (a) is or becomes publicly available without breach of an obligation owed to the disclosing Party, (b) was lawfully known to the receiving Party before disclosure, (c) was independently developed without use of the Confidential Information, or (d) was lawfully received from a third party without breach of an obligation owed to the disclosing Party.
(d) "Force Majeure": any unforeseeable circumstance beyond the reasonable control of the Parties which results in a Party being unable to (timely) perform an obligation under the Agreement, including but not limited to war, fire, terrorism, natural disasters, hacking, lock-out, strikes, pandemics (including government-imposed measures to prevent the spread of diseases), cybercrime, network delays, unavailability of or issues with third-party services, and total or partial failure of: internet, data network, transport, electricity and telecommunication.
(e) “Intellectual Property Rights”: any rights in intellectual and industrial property, whether existing now or created in the future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and renewals of such rights, and the right to obtain or enforce them. Intellectual Property Rights include all traditional and non-traditional intellectual property rights including but not limited to copyrights, trademark rights, design rights, database rights, software rights, patent rights trade secets and rights to know-how.
(f) “Output”: any content, result, recommendation, prediction, extraction, response, or other output generated by or through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by Subscriber.
Article 3. Right to access and use
3.1. For the term of the Agreement and subject to timely payment of all Fees, Provider grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to (a) access and use the Platform, and (b) make available to its Authorized Users a reasonable necessary number of copies of the Documentation. Both (a) and (b) are granted solely for Subscriber's internal business purposes and in accordance with the terms of the Agreement.
3.2. To access and use the Platform, Subscriber needs to provide current, complete and accurate information for at least 1 application admin user. Subscriber will identify, on a named basis, Authorized Users that can set up logins to use the Platform as permitted by the Agreement. Subscriber will maintain a list of logins using the admin user’s account (being the account held by the Subscriber within the application that has the most rights). It is strictly prohibited for a single login to be used by more than one Authorized User.
3.3. The Order Form sets out the maximum number of Authorized Users. Subscriber may request an increase in this number at any time. Upon confirmation by Provider, the changes will take effect immediately, including changes to the corresponding Fees. Subscriber may also request a decrease in the maximum number of Authorized Users, but only with effect from the start of the next subscription period. Subscriber must provide written notice of such request at least 30 days before the renewal date.
3.4. Subscriber acknowledges that if an Authorized User is no longer covered by an active subscription, such as following a reduction in the number of Authorized Users, that Authorized User will lose access to its account.
Article 4. Restrictions
4.1. Subscriber undertakes and warrants that it shall not and shall procure that its Authorized Users shall not, without the express written consent of the Provider:
(a) copy, adapt, alter, translate, or modify the Platform, or any other Intellectual Property Rights or Confidential Information of Provider, except to the extent that such activity cannot be restricted under applicable law;
(b) make derivative works based on the Platform, or any other Intellectual Property Rights or Confidential Information of the Provider;
(c) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Subscriber under the Agreement to any third party;
(d) commercially exploit, resell, redistribute, or otherwise make available to any third party any reports, data, results, or services obtained through the Platform;
(e) exceed the subscribed quantities, Authorized Users or other entitlement measures of the Platform as set forth in applicable Order Form without prior approval of Provider;
(f) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure, or organization) of the Platform, except and only to the extent that such activity is expressly permitted under applicable law;
(g) use the Platform to generate unsolicited e-mail advertisements or spam;
(h) interfere with or disrupt the integrity or performance of the Platform;
(i) attempt to gain unauthorized access to the Platform or its related systems or networks, or perform unauthorized penetrating testing on the Platform;
(j) use the Platform in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(k) repackage, rebrand, or otherwise commercialize the reports, data, results, or services obtained through the Platform, including by applying its own pricing structure.
(l) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform (including robots, spiders, or scripts);
(m) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform;
(n) offer the reports, data, results, or services obtained through the Platform as part of its own platform, product, or service offering; or
(o) use the reports, data, results, or services obtained through the Platform for marketing, promotional, or commercial activities directed at third parties.
Article 5. Subscriber’s obligations
5.1. Subscriber shall take all necessary measures to keep each assigned password and login confidential and to prevent unauthorized access. Subscriber must promptly provide notice to Provider upon determining or suspecting that unauthorized personnel or any third party has accessed an account, password, or login.
5.2. Subscriber authorizes Provider to act on any instructions or information provided through the use of the assigned password or login, without obligation to verify the identity of the individual transmitting such instructions or information. Any use of a password or login, whether authorized or unauthorized, is at Subscriber’s sole risk and responsibility.
5.3. In addition to its other obligations under the Agreement, Subscriber shall:
(a) use the Platform only in compliance with applicable law;
(b) procure and maintain its own network connections and telecommunication links between its systems and the Platform;
(c) implement appropriate safeguards to prevent the introduction or spread of viruses, malicious code, or other harmful components into the Platform;
(d) regularly back up its data; and
(e) use the Platform with due care and diligence, acting as a reasonable and professional entity in comparable circumstances.
5.4. Subscriber is solely responsible for verifying that the terminology, classifications, calculation methods, metrics and assumptions reflected in the reports correspond with its own internal definitions, policies and reporting standards. Provider does not warrant that the reports reflect Subscriber specific terminology or methodologies. Any differences in interpretation, classification or calculation, and any decisions or actions taken on that basis, remain entirely at Subscriber’s risk.
5.5. Subscriber remains fully responsible for the acts and omissions of its Authorized Users in connection with the Agreement and shall indemnify, defend, and hold harmless Provider and its subcontractors against any claims resulting from an Authorized User’s breach of the Agreement. Subscriber shall provide notice of any such claim without undue delay. Furthermore, Subscriber will indemnify, defend, and hold harmless Provider against any claims, proceedings, losses, or damages arising from any use, misuse, or unauthorized use of the Subscriber’s passwords or logins.
Article 6. Fees and payment
6.1. All amounts payable by Subscriber under the Agreement, including subscription fees linked to the subscription plan set out in the Order Form, fees for support and maintenance, fees for additional services, training, upgrades, additional support, and any other agreed services (“Fees”), shall be invoiced at the frequency set out in the Order Form or, in the absence thereof, as communicated by Provider. Fees for subscription, support and maintenance are payable in advance, unless otherwise specified in the Order Form. Additional services shall be invoiced in accordance with the fees available on www.finticx.com or as otherwise agreed in writing. All Fees are exclusive of VAT. All Fees are non-refundable.
6.2. Invoices issued by Provider are due and payable within 30 days from the invoice date, unless stated otherwise. Payment is deemed made on the date the amount is credited to Provider’s account. Any invoice not contested in writing within 7 days of receipt is deemed accepted. Provider may use e-invoicing platforms to issue invoices, which shall be deemed validly issued for all purposes under the Agreement, provided Subscriber has a reasonable, effective, and practical means to access and consult such invoices.
6.3. All Fees are subject to annual indexation, effective as from the first anniversary of the effective date of the Order Form (“Effective Date”), and on each subsequent anniversary thereafter. Where Subscriber is a Belgian entity, indexation shall apply to 80% of the Fees and shall be calculated as follows: P₁ = P₀ [((I₁/I₀) × 0.8) + 0.2]. Where Subscriber is not a Belgian entity, indexation shall apply to 100% of the Fees, shall only apply to the extent it results in an increase of the applicable Fees (and never a decrease), and shall be calculated as follows: P₁ = P₀ (I₁/I₀). For the purposes of this Article 5.9, P₀ represents the original price, P₁ the indexed price, I₀ the Agoria Digital Index on the Effective Date, and I₁ the Agoria Digital Index of the quarter in which the indexation takes place. Indexation shall in no event exceed the maximum permitted under applicable law.
6.4. Any invoice not paid on its due date shall automatically and without prior notice accrue late payment interest at the rate of 1,5% per started month of delays, with a minimum late payment fee of 150 EUR. If payment is not received within 14 days following the due date, and provided one payment reminder was sent to Subscriber, Provider may terminate the Agreement with immediate effect, without prejudice to its right to recover all outstanding amounts, interest, and reasonable collection costs.
Article 7. Warranty
7.1. Provider shall (a) provide access to the Platform in a professional manner, using reasonable skill and care; and (b) use reasonable efforts to ensure that the Platform functions in accordance with the Documentation. Notwithstanding the foregoing, Provider does not warrant that the use of the Platform will be uninterrupted, nor that the Platform and Documentation will meet Subscriber’s requirements, be compatible or work with any other goods, services, or technologies which are not included in the Documentation or be free of harmful code or error free.
7.2. Except as expressly set out in Article 6.1, Provider makes no representations or warranties, whether express or implied, including any implied warranties of fitness for a particular purpose (whether or not Provider knows or has reason to know such purpose), merchantability, regulatory approval, market adoption, or uninterrupted, or error-free operation of the Platform. The Platform and any Improvements thereto are provided “as is” and “as available”.
7.3. Provider solely provides Subscriber with the necessary tools and means for data analysis and reporting. Provider makes no guarantees regarding the completeness, accuracy or suitability of the reports for specific decisions or advice. Provider does not act as an advisor and is not liable for any advice or decisions made by Subscriber or an Authorised User based on the reports. Subscriber acknowledges that the reports serve only as tools to understand and interpret data, with full responsibility remaining with Subscriber and its Authorised Users.
7.4. Subscriber acknowledges that certain functionalities of the Platform, including but not limited to integrations with financial institutions, banks, ERP systems, data providers, or other third-party services, are dependent on the availability, cooperation, and approval of such third parties. Access to, or continued use of, any integration may require a separate contractual relationship between Customer and the relevant party and remains subject to that party’s acceptance and ongoing approval. Third parties may, at their sole discretion, refuse or withdraw access for certain individuals, families, entities or user groups. In the event that a bank or other third-party provider refuses or withdraws access for certain individuals, families, entities or user groups, Provider may correspondingly suspend or restrict access to the relevant integration or functionality within the Platform for such individuals, families, entities or user groups. Provider shall use reasonable efforts to establish new integrations upon Customer’s request, but does not guarantee that any specific integration will be made available.
Article 8. Documentation
8.1. Provider provides Subscriber and Authorised Users with the necessary online documentation (“Documentation”) to use the Platform efficiently. This Documentation is available to all Authorised Users. Custom training is available as an additional service under the Fees set out in Article 5.7.
8.2. Subscriber is responsible for ensuring that its Authorised Users complete the online training encompassed in the Documentation, consult the Documentation and acquire the necessary knowledge. Problems resulting from non-compliance with the Documentation are the responsibility of Subscriber.
Article 9. Intellectual Property Rights
9.1. Provider retains all right, title, and interest in and to all rights (including Intellectual Property Rights) in and to the Platform, as well as any Documentation and other advice. Nothing in the Agreement transfers, assigns, or otherwise grants Subscriber any ownership interest in any such Intellectual Property Rights.
9.2. Subscriber may from time to time provide suggestions or other input regarding the Platform (“Feedback”). Parties will discuss whether to implement any enhancements, features or functionality described in the Feedback, it being understood that Provider will have the full discretion to decide that the Feedback will not be implemented, in which case it will provide its reasoning for this upon request by Subscriber.
Article 10. Confidentiality
10.1. All rights in and to the Confidential Information remain with the disclosing Party. Except for the limited right to use the Confidential Information for the performance of the Agreement, nothing in the Agreement grants the receiving Party any right, title, or interest in or to the Confidential Information. No other use is permitted. The receiving Party shall use the Confidential Information only to perform the Agreement and shall protect it with at least the same degree of care it uses for its own confidential information, and in any event with no less than reasonable care. The receiving Party shall not copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive, reconstruct, or extract any Confidential Information, except as strictly necessary to perform the Agreement or as explicitly required by applicable law.
10.2. The receiving Party may disclose Confidential Information only to its affiliates, personnel, subcontractors, and professional advisers on a strict need to know basis to perform the Agreement and who are bound by confidentiality obligations. The foregoing shall not prevent disclosure to the extent explicitly required by applicable law, regulation, rule, act or order of any court or other governmental authority, provided the receiving Party gives prior notice to the disclosing Party to the extent permitted.
10.3. The receiving Party shall promptly return or destroy, at the disclosing Party’s choice, all Confidential Information and all copies, in any form or location:
(a) upon the disclosing Party’s notice, provided that, if compliance with such choice would render the performance of the Agreement materially impracticable, the receiving Party shall promptly provide notice to the disclosing Party, and the Parties shall in good faith consult to agree on an alternative arrangement; and
(b) upon termination of the Agreement, upon communication by the disclosing Party of its request to return or destroy the Confidential Information. IT backup copies may be retained only to the extent technically unavoidable and shall remain subject to this Article 9 for as long as they exist.
10.4. All Confidential Information disclosed before or during the term of the Agreement shall be kept confidential during the term of the Agreement and for 12 months thereafter.
Article 11. Data protection
11.1. Each Party must comply at all times with its respective obligations under all applicable data protection laws, including Regulation (EU) 2016/679 (“GDPR”). The Parties agree to the DPA.
Article 12. Data and switching
12.1. Provider may use aggregated data obtained through the Platform to improve the performance, safety, and security of the Platform, provided that such data cannot reasonably be linked to Subscriber or any identifiable individual. Subscriber acknowledges that Provider may collect, use, and disclose quantitative data derived from the use of the Platform for industry analysis, benchmarking, analytics, marketing and other business purposes, provided such data is in aggregated form and does not identify Subscriber.
12.2. Subscriber may switch to an on-premises ICT infrastructure or to another provider of data processing services providing services functionally comparable to the Software (“Provider Switch”) at any time during the term of the Order Form by giving 2 months’ prior notice. A notice of Provider Switch shall, even if not explicated, be simultaneously considered as a notice of termination of the Order Form. Such termination shall become effective upon the termination of the Transitional Period.
12.3. Following receipt of a notice of a Provider Switch, Provider shall, during a transitional period of up to 30 days (the Transitional Period), provide reasonable assistance to facilitate Provider Switch. Where completion of Provider Switch within 30 days is not reasonably possible due to technical complexity or feasibility constraints, the Transitional Period may be extended, by agreement between the Parties, for up to a maximum of 7 months in total. The reasonable assistance during the Transitional Period shall consist of (a) cooperating in good faith with Subscriber and any receiving provider designated by Subscriber, (b) continuing to provide and maintain the Software on the same terms and at the same performance level as applied immediately before the start of the Transitional Period, and not intentionally degrading, suspending, or interrupting the services solely because Subscriber has exercised its right to a Provider Switch, and (c) where applicable, informing Subscriber of any known material risks to service continuity related to Provider Switch.
12.4. During the Transitional Period and for 30 days after, Subscriber may retrieve and export any customer-specific data, which shall be possible in the Platform itself.
12.5. All services related to Provider Switch, including the transfer of customer-specific data, may, to the extent permitted under Regulation (EU) 2023/2854, be subject to charges limited to Provider’s actual costs, including reasonably required man-hours calculated at Provider’s then-current hourly rates and other reasonable and verifiable expenses. Upon Subscriber’s request, and provided that Subscriber supplies reasonably sufficient and accurate information regarding the expected scope of Provider Switch, Provider shall provide information on the applicable hourly rates and a non-binding estimate of the anticipated costs. From 12 January 2027 onwards, no charges shall be imposed in connection with a Provider Switch.
Article 13. Suspension
13.1. Provider has the right to suspend access to the Platform for all or some of the Authorised Users if:
(a) The fees have not been paid within the specified deadline. This suspension will remain in effect until all outstanding invoices, including any accrued interest, have been paid in full. During the suspension, Subscriber remains liable for payment of the agreed fees and additional costs, even without access to the Platform. Access shall be restored once full payment has been received.
(b) Subscriber or its Authorised Users have breached the Use Terms.
(c) Provider must perform maintenance on the Platform, which cannot be conducted without suspending or restricting access.
13.2. Where possible, Provider shall give prior notice of its intention to suspend (access to) the Platform, including the expected duration. Provider shall limit the suspension to what is necessary to address or mitigate the situations.
Article 14. Term
14.1. This Agreement enters into force upon digital signature by Subscriber and remains valid for a fixed term of 12 months. The Agreement automatically renews for a term of 12 months, unless either Party terminates the Agreement, with a notice period of at least 30 days before the end of the agreed term.
14.2. Either Party may terminate the Agreement in the following cases upon written notice to the other Party in the event that:
(a) The other Party has committed a material breach of any material obligation under the Agreement and, to the extent such breach can be remedied, fails to remedy such breach within 30 calendar days of receipt of a notice specifying the breach. The following events shall, amongst others, be considered a material breach (a) 2 or more (partially) unpaid, overdue invoices by Subscriber, (b) any persistent or serious omission by the other Party in performing its obligations arising from the Agreement, including any breach of Article 4, (c) deception, fraud, gross, or intentional misconduct.
(b) (i) the other Party files a petition for bankruptcy or is adjudicated a bankrupt; (ii) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within 30 calendar days; (iii) the other Party becomes insolvent or makes an arrangement for its creditors pursuant to any bankruptcy law; (iv) the other Party discontinues its business; or (v) a receiver is appointed for the other Party or its business. These grounds do not include a solvent restructuring, merger, acquisition, or other bona fide corporate reorganization.
14.3. Upon termination of the Agreement, all outstanding amounts owed by Subscriber become immediately due. This does not apply if termination results from a material breach by Provider.
14.4. Subscriber is responsible for downloading all data it has stored on the platform before the effective date of termination. If Subscriber fails to download this data in time, Provider may, at its sole discretion, grant an additional month of access to allow data downloading. During this extra month, the regular fee for Platform access shall apply.
14.5. Termination or expiry of the Agreement does not affect (a) rights and obligations accrued up to the date of termination or expiry, and (b) provisions of the Agreement that are expressly stated to survive, or that by their nature should reasonably survive termination or expiry.
Article 15. Liability
15.1. Neither Party can limit its liability for (a) gross negligence, serious fault, intentional or wilful misconduct or fraud, (b) death or personal injury caused by negligence, or (c) damages which cannot be excluded or limited under applicable law.
15.2. Subscriber bears full responsibility for the interpretation and analysis of the reports and information provided by Provider. This includes, but is not limited to, analyses, KPIs, tables, charts and other information provided through the Platform. Provider shall not be held liable for how Subscriber interprets or uses this information, nor for the consequences of decisions made based on this information.
15.3. Provider shall not be liable for any loss suffered by Subscriber due to incorrect decisions, financial losses or missed profits resulting from the use of the reports or analyses provided by the Platform. Subscriber acknowledges that all decisions based on the data provided are made entirely at their own risk.
15.4. Provider shall not be liable any refusal, limitation, suspension or withdrawal of such integrations by a third party.
15.5. Provider shall not be liable for (a) claims, damages and losses caused by Force Majeure, or (b) any extraordinary, indirect, punitive, incidental, or consequential damages of any kind, including, but not limited to damages or costs resulting from loss of profits, fines, loss of data, loss of revenue or sales, loss of goodwill, loss of production, the need to purchase substitute services, the adverse evolution of human health, prolonged illness or property damage arising out of or in direct or indirect connection with the Platform, regardless of the liability theory.
15.6. Provider is not and cannot be held liable for (a) claims, damages and losses arising from Subscriber’s (or the Authorized User's) use of the Platform in violation of the Agreement, laws, regulations, certifications and ethical, deontological or other guidelines or codes, (b) deficiencies in the Platform caused, directly or indirectly, by the actions or conduct of Subscriber or any other third party, regardless whether such deficiency is caused by error, negligence or carelessness, or (c) any other claims, damages and losses caused beyond the reasonable control of Provider.
15.7. Provider’s aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees effectively paid by Subscriber under this Agreement in the 12 months preceding the event giving rise to liability.
15.8. As an express deviation to the foregoing, Provider's aggregate liability arising out of or in connection with any breach of applicable data protection laws (including the GDPR) shall not exceed EUR 250,000, and in no event shall such liability exceed the amount effectively covered and paid out under Provider's applicable insurance policy in respect of the relevant claim, but only to the extent that (a) the relevant loss, fine or compensation is the direct result of a fault of Provider acting as processor under the DPA, and (b) such loss, fine or compensation is not caused or contributed to by Subscriber, its Authorized Users, Subscriber's instructions, Subscriber's determination of the purposes and means of processing, or the nature, accuracy, legality or content of the personal data made available by or on behalf of Subscriber. For the avoidance of doubt, this higher cap shall apply only to such GDPR-related liability and shall not increase or otherwise affect any other cap, exclusion or limitation under this Agreement.
15.9. Parties expressly agree that article 6.3, §§1 and 2 of the Belgian Civil Code shall not apply in the Parties’ relationship towards Provider. Consequently, any non-contractual liability of Provider, its appointees, subcontractors, directors, employees, agents or other representatives towards Subscriber is excluded for claims arising from or related to the performance of the Agreement.
Article 16. Force Majeure
16.1. Neither Party shall be liable for any delay or failure to perform its obligations under the Agreement if such delay or failure is due to Force Majeure. Cases of Force Majeure shall entitle the affected Party to temporarily suspend the performance of its obligations.
16.2. Subscriber must always pay all Fees for services already performed (in part or in full) at the date of the suspension due to Force Majeure, and all costs incurred or to be incurred by Provider as a result of the suspension.
16.3. Each Party can terminate the Agreement with immediate effect if the Force Majeure event continues for more than 2 months, without any damages being due following such termination.
Article 17. Governing law and dispute resolution
17.1. The Agreement shall be interpreted in accordance with and governed by Belgian law, excluding its conflict of laws provisions.
17.2. In the event of any dispute regarding arising out of or in connection with the Agreement, the Parties commit to discussions in good faith to reach an amicable settlement. If the Parties fail to reach an amicable settlement, the competent courts of Antwerp shall have exclusive jurisdiction to resolve the dispute.
Article 18. Miscellaneous
18.1. This Agreement constitutes the entire agreement between the Parties and replaces all previous agreements and proposals concerning the subject matter of this Agreement. Any modification to the Agreement shall be made in writing and shall be signed by both Parties.
18.2. Provider may deploy subcontractors under its responsibility to perform certain services. To this end, Subscriber authorises Provider to share the Agreement with such subcontractor, to enable its adherence to these documents.
18.3. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party. However, Subscriber hereby consents to Provider assigning or transferring its rights or obligations without the need for further consent to (a) its affiliates, or (b) any successor in connection with a merger, corporate reorganization, or the sale or transfer of all or part of Provider’s business.
18.4. If any provision of the Agreement or of any of the documents contemplated in it is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in the Agreement, but without invalidating any of the remaining provisions of the Agreement. The Parties must then use all reasonable endeavours to replace the provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
18.5. All notices under the Agreement shall be delivered to the registered address or email of a Party as mentioned in the Order Form. A notice sent by email is deemed received on the date of transmission, provided no delivery failure message is received; if sent after 17:00 CET or on a non-Business Day, it is deemed received on the next Business Day. A notice sent by physical mail is deemed received on the earliest of (a) the third Business Day after the date of dispatch; or (b) the date of actual receipt, provided delivery can be evidenced by proof of delivery.
18.6. No failure or delay by any Party in exercising any right will impair such right or be construed as a waiver of it and will not preclude its exercise at any subsequent time and no single or partial exercise of any such right will preclude any further exercise of it or the exercise of any other remedy.
CHAPTER II - AI-RELATED PROVISIONS
Article 19. Access and use
19.1. If an AI Feature is made available as part of the Platform, Subscriber may use that AI Feature only as expressly permitted in the Documentation, and solely for the purposes described in it.
Article 20. AI Feature-specific restrictions
20.1. Subscriber undertakes and warrants that it shall not and shall procure that its Authorized Users shall not, without the express written consent of Provider:
(a) use any AI Feature to make decisions that produce legal or similarly significant effects without appropriate human oversight;
(b) rely on any Output as factually accurate without independent verification;
(c) input into any AI Feature any data or content that is unlawful, infringes third-party rights or that Subscriber is not lawfully entitled to use; or
(d) use any AI Feature in a manner that violates applicable law or any permitted use set out in the Agreement or Documentation.
Article 21. Third-party AI providers
21.1. Subscriber acknowledges that an AI Feature may incorporate or rely on services, models or infrastructure provided by third-party providers. Where a third-party provider is used, Provider shall take reasonable steps to ensure that the relevant third-party provider is bound by contractual terms that:
(a) prohibit the use of Subscriber data for training or fine-tuning any model, except where expressly permitted by the Order Form;
(b) impose confidentiality and data protection obligations that are equivalent in substance to those set out in the Agreement; and
(c) require the deletion or de-identification of Subscriber data upon termination of the underlying arrangement.
21.2. Unless expressly stated otherwise in the Order Form, Provider makes no representation or warranty in respect of any third-party AI system or component, including in relation to its performance, accuracy, reliability, compliance with applicable law or fitness for a particular purpose.
Article 22. High-risk AI Features
22.1. If an AI Feature made available qualifies as a high-risk AI system under Regulation (EU) 2024/1689, the most recent version of the model contractual clauses or other standard terms for the deployment or use of AI systems classified as high-risk published by the European Commission or the European AI Office publishes, shall apply and take precedence over these AI-related provisions with respect to that AI Feature. Any provision of those model clauses that is optional and, in the Provider’s reasonable opinion, would prejudice its legal or commercial position shall not apply, unless the Parties expressly agree otherwise in writing.
Article 23. Intellectual Property Rights
23.1. Any Output generated through Subscriber’s use of an AI Feature shall belong to Subscriber. Provider does not claim any rights in or to the Output, except to the extent that the Output reproduces elements of Provider’s Intellectual Property Rights. Subscriber is solely responsible for the use of the Output, including for ensuring that such use complies with applicable law and does not infringe any third-party rights. Subscriber acknowledges that, due to the nature of AI-generated content, Provider does not represent or warrant that the Output will be capable of protection or enforcement under applicable law.
23.2. Subscriber is solely responsible for ensuring that it has all necessary rights and authorizations to input any data, content, or prompt into an AI Feature and that such input does not infringe any third-party rights or violate applicable law.
Article 24. Transparency and human oversight
24.1. Subscriber acknowledges and agrees that the use of any AI Feature may generate Outputs that are inaccurate, incomplete, biased or otherwise unsuitable for use without further human review. Subscriber is solely responsible for ensuring that any Output is properly evaluated and verified by it before being used in any context where accuracy, reliability, fairness or compliance with applicable law is required. Subscriber shall ensure that all Outputs are subject to appropriate human oversight before being used in connection with any decision-making process that may produce legal or similarly significant effects.
24.2. Where Provider makes available functionality or documentation describing the capabilities, limitations, training data, or operating parameters of an AI Feature, Subscriber shall take such information into account when assessing the suitability of the AI Feature or any Output for a particular use case.
Article 25. 7. Suspension and withdrawal
25.1. Provider may suspend or withdraw access to any AI Feature, in whole or in part, where it determines that such action is reasonably necessary to (a) comply with applicable law, court orders or regulatory guidance, (b) address a material security risk, integrity issue or system performance degradation, or (c) prevent misuse or mitigate harm, including where the AI Feature is being used in breach of the Agreement. Where practicable, Provider shall provide Subscriber with a notice of any suspension or withdrawal. In urgent cases, Provider may take immediate action and notify Subscriber as soon as reasonably possible thereafter