SaaS terms & conditions

Article 1. Background

1.1. The Service Provider is a company that has developed the Service and grants the Subscriber and its Authorised Users access to the Service in accordance with the terms set out in this document.

1.2. This agreement is therefore an arrangement whereby the Service Provider grants a right of access to the Subscriber and its Authorised Users to use/consult a specific software-based service (and its underlying components) in accordance with the terms of this agreement.

This agreement explicitly differs from a licence agreement, as it solely grants a right of access, whereas a licence agreement provides a right of use.

The right of use in a licence agreement is linked to the fact that the licensee actually possesses a copy of the software, which is not the case under this Service.

The SaaS service provided is offered as a standard service that is the same for all Subscribers of the Service Provider. Minimal configurations may be provided to personalise the Service slightly or to add or remove certain (standard) functionalities for a specific Subscriber, which will be detailed in an annex to this agreement on a case-by-case basis.

Consequently, the agreement contains standard terms that apply to all Subscribers and cannot be deviated from. The agreement will be concluded as a ‘click-wrap’ agreement, where the Subscriber must confirm their acceptance by checking a box before using/logging into the Service.

Both Parties explicitly declare that they wish to be bound only by the terms set out in this agreement and do not intend to requalify any part of it. Any requalification of the agreement implies that the Parties would not have contracted with each other from the outset.

Article 2. Definitions

2.1. Terms with a capital letter have the meaning as set out in this Article 2, unless expressly stated otherwise in the context:

Agreement refers to the Order Form and the General Terms and Conditions as included in this document, including any Annexes added thereto.

Order Form refers to the document that identifies the following elements: Subscriber, billing details, the modules and add-ons that form part of the Service, and the corresponding prices.

Service Provider refers to the private limited company Finticx, registered under number 1010.776.721, with its registered office at Zuiderlaan 14 box 12, 1731 Zellik.

System refers to the online software application(s) made available by the Service Provider to the Subscriber and other Authorised Users under this Agreement. The System consists of a collection of functionalities that are accessible through a web-based interface. These functionalities may include, but are not limited to, the following:

Data management: Possibility for users with appropriate access rights to upload, modify, delete and organise data. The data is also referred to as Data.
Reporting: Functionalities enabling users to generate, export and analyse specific reports, depending on their access rights.
User management: Tools for creating, managing and deleting user accounts, as well as assigning roles and permissions to users.
Security and Access: The System is secured with advanced authentication and authorisation methods, such as username and password, two-factor authentication (if available) and access rights that determine which information or functionalities are available to each user.

Subscriber, also referred to as Licensee, is the contracting party as defined in the Order Form, which signs this Agreement and is therefore responsible for compliance with the terms set forth herein. The Subscriber is also responsible for monitoring and managing users of the System. The Subscriber ensures that the rights and permissions granted to users comply with the provisions of this Agreement. The Subscriber has the ability to upload, add, delete and modify information in the System. Additionally, the Subscriber has full access to all reports and the web application and manages user management within the web application. This allows the Subscriber to manage, adjust or remove access rights.

Authorised User means any end user of the Subscriber who is authorised by the Subscriber to use the Service and holds one of the roles listed below:

The Application Admin is initially the first Authorised User, designated in the Order Form or subsequently added or modified by the Application Admin. The Application Admin has full rights concerning the use of the web application and reporting functionalities across all modules. The Application Admin is also responsible for user management and subscription management across all modules.
The Module Admin has full rights regarding the use of the web application and reporting functionalities for one or more specific modules. The Module Admin is also responsible for user management and subscription management for one or more modules.
The Contributor has extensive rights concerning the use of the web application and reporting functionalities. The Editor is authorised to upload, add, delete and modify information in the System. Additionally, the Editor has access to all or some reports and the web application. The Editor is responsible for ensuring that entered and modified information is accurate and truthful.
The Viewer has access to all reports and the web application, but only under a read-only right. The Viewer can consult available information but is not authorised to make changes, add data or delete information. The Viewer is therefore limited to consulting all or some reports and the web application.
The Consumer is only authorised to consult reports via the web application. The Consumer has no access to source and transaction data and is restricted to viewing reports as provided by the system.

Applicable Data Protection Legislation: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation or simply GDPR), (b) the Belgian Act of 30 July 2018 on the protection of natural persons regarding the processing of personal data, (c) all other applicable laws and regulations concerning data protection and privacy that apply to the processing of personal data under the Agreement, and (d) any amendments or replacements of the aforementioned legislation, where applicable.

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

Cloud – Microsoft Azure cloud, Northern Europe region.

Force Majeure
Force Majeure is defined as circumstances beyond the reasonable control of the Service Provider that prevent or make it impossible to fulfil its obligations. This includes, but is not limited to, the following situations:

Failure to comply with a Service Level Agreement (SLA) by Microsoft or any other external supplier on which the Service Provider depends;
Cyberattacks or "hacking" preventing the Service Provider from delivering the requested services;
Lack or withdrawal of necessary certificates by Microsoft or other essential suppliers;
Riots, civil unrest, war (declared or undeclared), invasions, hostilities or acts of war;
Fire, earthquakes, floods or other large-scale natural disasters (excluding minor adverse weather conditions);
Acts of terrorism;
Outbreaks of pandemics or epidemics;
Government actions making service delivery impossible;
General strikes or labour disputes affecting an essential part of the Services, except for strikes occurring within the affected Party's organisation, its subcontractors or its suppliers.

In the event of Force Majeure, the Service Provider shall not be liable for any delay or failure in performing its obligations under this Agreement, to the extent that such delay or failure is (directly or indirectly) caused by the Force Majeure event.

Opt-in Annexes refers to the appendices attached to the General Terms and Conditions, detailing the specific terms of the Services.

Service(s) means the online service(s) provided by the Service Provider to the Subscriber for use by Authorised Users, as described in the Order Form.

Warranty Period means the period specified in Article 9.1, during which the Service Provider guarantees that the Service meets the requirements and specifications outlined in the user documentation.

Access to the Service is granted on a Named Basis, meaning that only the specifically named individuals, being the Subscriber and Authorised Users, are authorised to use the assigned login credentials. These login credentials are strictly personal and non-transferable. The Subscriber undertakes that under no circumstances will the login credentials be shared, transferred or used by anyone other than the Subscriber and the Authorised Users themselves. Any violation of this provision shall be considered a material breach of this Agreement, with all associated legal consequences.

Article 3. Scope of the Right of Access

The Service Provider grants the Subscriber a non-exclusive, non-transferable right of access to and use of the Service, solely for the Subscriber's internal business purposes. This right includes the right to grant access to the agreed number of Authorised Users, depending on the selected plan (as set out in the Order Form), using their login credentials.

Article 4. Term

This Agreement enters into force upon digital signature by the Subscriber and remains valid for a fixed term of 12 months.

The Agreement automatically renews for a similar term of 12 months, unless either Party terminates the Agreement by email to support@finticx.com, with a notice period of at least 30 days before the end of the agreed term.

Article 5. Fees

5.1. The Fees are always linked to the subscription plan (Bronze, Silver or Gold) as set out in the Order Form.

5.2. The Fee(s) are exclusive of VAT and include all other costs and expenses the Service Provider may incur, such as travel time and expenses, unless explicitly agreed otherwise in writing by the Subscriber.

5.3. The Subscriber is free to request additional services, extra training, an upgrade to a more extensive subscription plan or additional support, which will be invoiced in accordance with the price list available on www.finticx.com.

5.4. The Fees are automatically increased annually by a maximum percentage of 10%. The Subscriber will be notified at least one month in advance by email or a mandatory pop-up notification in the Web Application.

In the event of such a fee adjustment, the Subscriber has the right to terminate the Agreement within seven days of the price adjustment taking effect, subject to a notice period of 30 days, but the Agreement cannot be terminated before the period specified in Article 4. If the Subscriber does not exercise this right within the seven-day period, the fee adjustment shall be deemed accepted, and the Agreement shall remain in full force under the new pricing.

Article 6. Invoicing and Payment

6.1. The Service Provider will invoice the Service on a monthly or annual basis, either in advance or at the end of each period.

The fees for support and maintenance, if applicable, shall be paid in advance and shall also be invoiced in advance on a monthly OR annual basis.

6.2. Invoices must be paid within eight days of receipt by the Subscriber. If the payment deadline expires, the Service Provider will send a formal notice of default, granting the Subscriber an additional reasonable period of 14 days to settle the invoice. If the Subscriber does not pay the invoice within this additional period, the Subscriber will owe contractual late payment interest, as defined in Article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (Belgian Official Gazette, 7 August 2002).

Furthermore, the Service Provider reserves the right to temporarily suspend the Subscriber's access to the system in case of non-payment within the aforementioned period. This suspension will remain in effect until all outstanding invoices, including any accrued interest, have been paid in full. During the suspension, the Subscriber remains liable for payment of the agreed fees and additional costs, even without access to the Services. Access shall be restored once full payment has been received.

Invoices will be sent to the email address specified by the Subscriber in the Order Form, in their personal data/profile, or as communicated to support@finticx.com.

If, after the reasonable period has expired, payment is still not made, the Service Provider has the right to terminate the Agreement pursuant to Article 17.2.1.

This notification will also be sent via the Web Application and/or the email address provided by the Subscriber when completing their profile. If no email address is provided, the Subscriber bears responsibility, and they will receive a formal notice only via the platform.

6.3. In case of dispute, the Subscriber must notify the Service Provider via support@finticx.com within seven days of receiving the invoice and must state the reason for the dispute. The Parties shall negotiate in good faith to resolve the dispute.

Article 7. Delivery and Access

7.1. The Service is deemed to have been delivered at the moment the Subscriber receives the invitation to create an account and set a password.

7.2. The Service Provider must send the Subscriber an invitation allowing the Subscriber to create an account with a password. The creation of an account and password can be fully executed by the Subscriber independently. Based on this, the Subscriber gains access to the Service and can invite and grant access to users via the user management section in the Web Application.

The Subscriber must comply with, and ensure that its Authorised Users comply with, the acceptable use guidelines as set out in Annex 2.

The Subscriber remains responsible for the use of the Service by the Authorised Users. Access is granted on a "Named Basis", and the login credentials of the Subscriber and Authorised Users may not be shared, transferred or used by any person other than the Subscriber and Authorised Users themselves.

7.3. The relevant user documentation must be available within the Service for use by the Subscriber. The user documentation is made available to the end user on the Service Provider's website. The user documentation is provided in the following language(s): English.

If the Subscriber experiences difficulties in accessing/downloading the user documentation, they must immediately inform the Service Provider via a durable medium (email: support@finticx.com). Failure to do so means that the Service Provider cannot be held responsible for the inability to access the user documentation.

7.4. Usage Framework

7.4.1. Acceptable Use Guidelines

The Subscriber and the Authorised Users undertake to comply with the Acceptable Use Guidelines, as set out in this Agreement and further specified in Annex 2. The Subscriber is also responsible for ensuring that all Authorised Users who gain access to the Service through the Subscriber fully comply with the obligations set out in Annex 2. The Subscriber bears the ultimate responsibility for all actions of Authorised Users within the framework of this Agreement.

7.4.2. Purposes of the Service

The services and reports provided by the Service Provider are intended exclusively for professional use by the Subscriber. These services may be used by the Subscriber for the following:

Internal use within the Subscriber's business;
Providing services to end clients of the Subscriber, as known on the date of signing this Agreement.

The reports and data provided by the Service Provider are intended solely as advisory tools. The interpretation of the contents of the reports is entirely the responsibility of the Subscriber. A disclaimer regarding the advisory nature of the reports will be clearly stated on each report. All decisions or actions taken based on the reports are entirely the responsibility of the Subscriber. The Service Provider does not guarantee the accuracy or completeness of the provided information, as stated in Article 19.

Furthermore, it is the Subscriber's responsibility to ensure that the definitions and terms used in the reports align with their own definitions. If the definitions used in the reports differ from those of the Subscriber, the Subscriber is responsible for the consequences of these interpretation differences.

7.4.3. Prohibition on Commercialisation of the Services

The Subscriber is strictly prohibited from commercially exploiting or reselling the received reports, data or services in any way. This includes, but is not limited to, the Subscriber:

Not being authorised to offer the reports or services as part of their own platform;
Not conducting marketing activities based on the reports or the offered services;
Not repackaging, reselling or attaching their own pricing to the services.

Any violation of this obligation may lead to immediate termination of the Agreement and the recovery of appropriate damages in accordance with Articles 17 and 18.

7.4.4. Limited Role of the Service Provider

The Service Provider solely provides the Subscriber with the necessary tools and means for data analysis and reporting. The Service Provider makes no guarantees regarding the completeness, accuracy or suitability of the reports for specific decisions or advice. The Service Provider does not act as an advisor and is not liable for any advice or decisions made by the Subscriber or an Authorised User based on the reports. The Subscriber acknowledges that the reports serve only as tools to understand and interpret data, with full responsibility remaining with the Subscriber and its Authorised Users.

Article 8. Warranty

8.1. The Service Provider aims to ensure a stable and secure operation of the Service at all times. To achieve this, the Service Provider undertakes to conduct the necessary internal evaluations annually and, where deemed necessary, to implement updates and improvements. This includes both security updates and the fixing of reported Bugs and other potential vulnerabilities.

8.2. The Service Provider aims to guarantee the highest possible availability of the Service by anticipating potential issues in a timely manner and implementing preventative measures. The Service Provider commits to taking corrective actions within a reasonable timeframe, depending on the nature and severity of the issue.

Under this Agreement, all problems, malfunctions or bugs reported by the user within the Web Application or reporting system are classified based on their severity and impact on the system's operation. Reports are categorised into different levels, with response times determined based on the nature of the issue, as outlined in Annex 1.

Article 10. Documentation and Training

10.1. The Service Provider provides the Subscriber and Authorised Users with the necessary online documentation and training to use the Service efficiently. This online documentation and training is available to all Authorised Users. Custom training is available as an additional Service and is subject to payment

10.2. The online documentation and training is provided to the Subscriber via the Help and Contact web pages, which include both written documentation and pre-recorded videos and tutorials.

10.3. The Subscriber is responsible for ensuring that its Authorised Users complete the online training, consult the documentation and acquire the necessary knowledge. Problems resulting from non-compliance with training instructions are the responsibility of the Subscriber.

Article 11. Support and Maintenance – Platform Modernisation

11.1. The support and maintenance provided by the Service Provider includes: (i) helpdesk, (ii) incident management (including Bug resolution), (iii) access management and (iv) documentation and training as described in article 10. Additionally, support and maintenance also cover access to unspecified updates to the Service, System and Web Application.

11.2. To enable the Service Provider to deliver support and maintenance, the Subscriber shall:

Provide all reasonable information available when reporting a Bug;
Grant access to the transactional data and reports stored and processed within the Service;
Provide the Service Provider with reasonable information and cooperation, including, where applicable, facilitating access to the systems (remotely or on-site), infrastructure or locations of the Subscriber.

Article 12. Service Levels

12.1. The Service Provider makes all reasonable efforts to ensure that the Service is available in accordance with the expected service level, as would be reasonably expected in any similar normal circumstance.

12.2. The Service Provider will endeavour to ensure Service availability. The Service Provider has a best-efforts obligation and does not guarantee a specific availability percentage, but shall take all reasonable measures to resolve disruptions and keep the Service operational. In the event of availability deviations, appropriate measures will be taken and the Subscriber will be notified in a timely manner.

12.3. The following events are not considered when calculating availability:

Planned downtime, i.e. the time required to carry out regular maintenance activities to maintain the Service;
Emergency maintenance, i.e. maintenance necessary to ensure the security, performance or integrity of the Service due to a threat or vulnerability;
Force majeure;
Downtime resulting from an unlawful act, handling or omission by the Subscriber or a third party;
Downtime caused by a breach by the Subscriber of the Acceptable Use Policy.

Article 13. Intellectual Property Rights and Indemnification

13.1. All intellectual property rights related to the Service remain the property of the Service Provider or its licensors. The Service Provider shall defend, indemnify and hold the Subscriber harmless from all damages, losses, expenses and costs arising from a third-party claim alleging that the Service infringes the intellectual property rights of the third party. The Subscriber must immediately notify the Service Provider of any claim received.

13.2. Recommendations or suggestions made by the Subscriber, which are processed and implemented within the Service by the Service Provider, shall remain the exclusive property of the Service Provider. The Subscriber has no right to any compensation for the suggestions made, even if they contribute to improvements or modifications of the Service.

Article 14. Confidentiality

14.1. Each Party shall keep all information received regarding the other Party, its technical and operational structure, its products and services, its financial information, its personal data, its data and reports, its intellectual property and the Service strictly confidential.

14.2. All exchanged information may only be used for the execution of the Agreement and may only be shared with employees within a Party's organisation who need to be aware of such information. Neither Party has the right to disclose confidential information to a third party without the prior written consent of the other Party. Both Parties undertake to take reasonable measures to protect the confidential information of the other Party, which shall not be less strict than those applied to protect their own confidential information.

14.3. The following types of information are not considered confidential:

(i) Information lawfully obtained from a third party.

(ii) Information lawfully known to a Party before entering into the Agreement.

(iii) Information that enters the public domain through no act or omission of a Party.

(iv) Information independently developed without breaching the Agreement.

14.4. If a Party is legally required by law or by order of a regulatory, administrative or other competent authority to disclose confidential information, that Party shall notify the other Party of such a request, if permitted, to allow the other Party to take necessary measures to prevent or limit disclosure. If the Party required to disclose the information is not permitted to notify the other Party, the disclosure of confidential information shall be limited to what is strictly necessary to comply with the requirement and the other Party shall be informed that the disclosure has occurred as soon as legally allowed.

14.5. If a bug, improvement or optimisation is identified in the Service and a Party, its supplier or subcontractor uses this information to improve or optimise the Service, the same level of confidentiality as described in the preceding articles shall apply. The Party reporting the bug, improvement or optimisation expressly grants permission for the use of the confidential information in resolving the issue. The Party implementing the improvement commits to using this information solely for fixing the specific bug, improvement or optimisation and may not share this information with third parties without the prior written consent of the reporting Party, except as permitted under Article 14.3.

14.6. After the termination of the Agreement, the confidentiality obligation shall remain in effect for 12 months.

Article 15. Data Protection

Each Party must comply at all times with its respective obligations under all Applicable Data Protection Laws concerning all personal data processed under the Agreement. Where the Service Provider, in its capacity as a processor, processes personal data on behalf of the Subscriber, the Subscriber, as the data controller, remains responsible for determining the purpose and method of processing, and the Service Provider shall follow all reasonable instructions given by the Subscriber in this regard. Upon request by either Party, the Parties shall enter into a data processing agreement.

Article 16. Suspension

16.1. The Service Provider has the right to suspend access to the Service for all or some of the Authorised Users if:

16.1.1. The fees have not been paid within the specified deadline, as outlined in Article 6.2. This suspension will remain in effect until all outstanding invoices, including any accrued interest, have been paid in full. During the suspension, the Subscriber remains liable for payment of the agreed fees and additional costs, even without access to the Services. Access shall be restored once full payment has been received.

16.1.2. The Subscriber or its Authorised Users have breached the Acceptable Use Policy under Annex 2 in a way that causes or threatens to cause damage or negative consequences to the Service, other users, or networks, systems or infrastructure.

16.1.3. The Service Provider must perform (emergency) maintenance on the Service, which cannot be conducted without suspending or restricting access.

16.2. Where possible, the Service Provider shall give prior written notice of its intention to suspend (access to) the Service, including the expected duration. The Service Provider shall limit the suspension to what is strictly necessary to address or mitigate the situations outlined in the previous paragraph. If the suspension is caused by an Authorised User, the Service Provider will only suspend the responsible Authorised User until the cause of the suspension has been resolved.

Article 17. Termination

17.1. Each Party has the right to terminate the Agreement immediately by sending written notice of termination:

17.1.1. In the event of a material breach, such as repeated non-payment, in the performance of the Agreement by the other Party.

17.1.2. In the event of force majeure lasting more than 60 calendar days.

17.2. Each Party has the right to terminate the Agreement without prior notice by simply sending written notice of termination:

17.2.1. In the event that the other Party initiates proceedings under the Law on the Continuity of Enterprises (WCO), is declared bankrupt, files for bankruptcy, has a bankruptcy petition filed against it or is manifestly insolvent.

17.2.2. In case of dissolution and/or liquidation of the other Party's business.

17.2.3. If enforcement and/or precautionary attachments have been imposed on part or all of the other party's assets, or if other enforcement or precautionary measures have been taken.

Article 18. Consequences of Termination

18.1. Upon termination of the Agreement, all outstanding amounts owed by the Subscriber to the Service Provider become immediately due. However, this does not apply if termination results from a material breach by the Service Provider. In such a case, the Subscriber shall not owe any additional costs or fees. In all other cases of termination by the Subscriber, the Service Provider reserves the right to charge compensation under general law to cover incurred costs and lost revenue, with a minimum amount equal to twice the annual fee as agreed in the agreement.

18.2. If the Subscriber's data remains on the platform after termination of the Agreement, the Service Provider remains bound by the obligation to maintain the confidentiality of this data. The Service Provider shall not share or disclose this data, except as required by law or regulation.

18.3. From the effective date of termination, both Parties shall cease using the confidential information and intellectual property rights of the other Party, unless the Agreement expressly permits continued use for a specific purpose. This includes ceasing access, processing and exploitation of confidential data or materials.

18.4. If the Agreement is terminated due to non-payment by the Subscriber, the Service Provider shall not immediately delete the Subscriber's data. The data shall be retained for a period of 60 days following termination. If the Subscriber does not reactivate access to the Service by making payment within this period, the data shall be permanently deleted after the 60-day period expires.

18.5. The Subscriber is responsible for downloading all data it has stored on the platform before the effective date of termination. If the Subscriber fails to download this data in time, the Service Provider may, at its sole discretion, grant an additional month of access to allow data downloading. During this extra month, the regular fee for Service access shall apply.

18.6. Upon request from the Subscriber, the Service Provider may provide support in downloading the data or, if desired, provide the Subscriber with a download of the data stored in the Service Provider's database. This support or data provision shall be invoiced separately to the Subscriber at a pre-agreed rate.

Article 19. Liability

19.1. The Subscriber bears full responsibility for the interpretation and analysis of the reports and information provided by the Service Provider. This includes, but is not limited to, analyses, KPIs, tables, charts and other information provided through the Service. The Service Provider shall not be held liable for how the Subscriber interprets or uses this information, nor for the consequences of decisions made based on this information.

19.2. The Service Provider shall not be liable for any loss suffered by the Subscriber due to incorrect decisions, financial losses or missed profits resulting from the use of the reports or analyses provided by the Service. The Subscriber acknowledges that all decisions based on the data provided are made entirely at their own risk.

19.3. The Parties expressly declare that they are only bound by the liability grounds stated below and that they do not intend to hold the Service Provider liable for any other matters related to the reports or analyses provided by the Service. The Service Provider's liability is in all cases limited to instances of wilful misconduct, fraud or gross negligence.

19.4. The Parties declare that if this clause is reclassified or otherwise interpreted differently, they would never have entered into the Agreement. Any reclassification of this liability limitation shall be deemed to imply that no contractual relationship ever existed between the Parties from the outset.

By including this clause, the Parties expressly declare that the limits of liability are clearly defined, and they shall not bring any additional claims or legal actions beyond the liability grounds specified herein.

19.5. The maximum liability compensation in favour of the Subscriber shall under no circumstances exceed the amount effectively invoiced for a 12-month period.

Article 20. Force Majeure

20.1. Neither Party shall be held liable for failing to fulfil its obligations under the Agreement if such failure is due to Force Majeure.

20.2. In the event of Force Majeure, the affected Party shall immediately notify the other Party in writing. Upon the end of the Force Majeure event, the affected Party shall also immediately notify the other Party in writing. The Service Provider shall resume the provision of the Services immediately after, as applicable, either sending or receiving such notice. Regardless of which Party is affected, the Service Provider commits to completing the Services with minimal delay. In no case shall the extension of the deadline exceed the number of calendar days that the Force Majeure event lasted.

Article 22. Disputes

22.1. The Agreement shall be interpreted in accordance with and governed by Belgian law.

22.2. In the event of a dispute regarding the conclusion, performance, termination and/or interpretation of the Agreement, the Parties commit to discussions in good faith to reach an amicable settlement.

22.3. If the Parties fail to reach an amicable settlement, the competent courts of Antwerp shall have exclusive jurisdiction to resolve the dispute.

Article 23. Final Provisions

23.1. This Agreement constitutes the entire agreement between the Parties and replaces all previous verbal or written agreements, contracts and proposals between the Parties concerning the subject matter of this Agreement.

23.2. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party.

23.3. If any provision or part of a provision of this Agreement is deemed null, illegal, invalid or unenforceable, the remaining provisions shall remain fully in effect. The Parties shall negotiate in good faith to remedy the nullity, illegality, invalidity or unenforceability of the affected provision by replacing it with a lawful, valid or enforceable provision that has the same or largely the same impact and meaning as the original provision.

23.4. The provisions explicitly designated to survive termination, expiration or cancellation, or those that by their nature reasonably should survive the termination, expiration or cancellation of this Agreement, shall remain in full force.

23.5. The Service Provider reserves the right to unilaterally modify or adjust these General Terms and Conditions at any time. Such modifications shall automatically take effect once they are published on the Service Provider's website or communicated to the Subscriber through other agreed communication channels. The Subscriber is deemed to have accepted the amended terms and conditions by continuing to use the Service after receiving notification of the changes.

If the Subscriber does not accept the amended terms and conditions, they have the right to continue using the Service for a maximum of seven days after the publication of the changes, after which access to the Service shall be suspended.

23.6. All notifications, requests and communications between the Parties under this Agreement (excluding daily operational communication) must be made in writing using one of the following methods: (i) personal delivery, (ii) a nationally recognised courier service with next-day delivery, (iii) a sufficiently stamped, registered letter, (iv) fax, or (v) email, or via another communication method mutually agreed upon in writing by the Parties, sent to the address specified in this Agreement or to the address designated by a Party for the purposes of this provision. A copy of the communication (excluding daily operational communication) must also be sent by email to ....

23.7. The failure or omission of a Party to enforce rights or impose sanctions under this Agreement shall not be considered a waiver of that Party's rights. A waiver shall only be effective if made in writing by the Party waiving its rights. Such a waiver can never be interpreted as a waiver of any other right or claim under this Agreement.

23.8. Unless expressly stated otherwise in this Agreement, the statutory rights and legal remedies of each Party as provided in this Agreement are cumulative and supplementary, and shall not exclude or replace any other statutory rights and legal remedies available to the Parties.

Annex (1) Availability, Support and Maintenance

1. General

The objective of this annex is to define and clarify the rights and obligations concerning the availability, support and maintenance provided in relation to the Service.

2. Availability

The Subscriber and Authorised Users shall have access to the Service only as specified in the Order Form. Access to the Service is, in principle, available 24/7, unless there is scheduled maintenance or an unexpected disruption or maintenance event.

The Service Provider shall make a reasonable effort to ensure that the Service is available 99% of the time during the measurement period. The measurement period is 12 months. Availability shall be calculated as follows: Availability = (Scheduled Uptime – Downtime)/Scheduled Uptime. Scheduled Uptime refers to the total number of minutes of availability during the measurement period, excluding the events listed in Article 12.3. Downtime refers to the time the Service is unavailable, excluding the events listed in Article 12.3.

The Service Provider has a best-efforts obligation and does not guarantee a specific availability percentage, but shall take all reasonable measures to resolve disruptions and keep the Service operational. In the event of availability deviations, appropriate measures will be taken and the Subscriber will be notified in a timely manner.

3. Support

The Service Provider shall provide a helpdesk offering first-line support for user queries and for logging and tracking Bugs. The support does not include functional assistance and consultancy which is subject to additional payments at the standard rates included in the Order Form based on the time spend. The standard rates included in the Order Form are subject to annual indexation on January 1.

The helpdesk can be reached through: the Web Application, email: support@finticx.com or chat (if available).

Support is available in the following languages: Dutch and English.

The helpdesk is available on business days from Monday to Friday, 09:00 to 17:00, unless otherwise agreed based on the plan selected as specified in the Order Form.

A Report to the helpdesk must be complete and include all relevant information, including but not limited to the name of the affected Authorised Users, email and telephone contact details, and a detailed description of the issue, with one or more screenshots from the web application and the error message attached.

The priority levels are defined as follows:

When reporting a Bug, the Subscriber must indicate the priority level. If the priority level is incorrectly assigned by the Subscriber, the Service Provider reserves the right to adjust the priority level and will notify the Subscriber accordingly.

The response time is defined as the time required for the Service Provider to confirm receipt of the Bug Report. The response time shall be suspended if the report is incomplete or inaccurate.

4. Maintenance

The Service Provider shall conduct regular maintenance, implement patches and apply updates to ensure that the Service and System remain accessible for the Subscriber and Authorised Users.

The Service Provider shall also ensure that back-ups of the Service, System and Data are performed regularly. Back-ups are replicated to a linked (redundant) data centre in the Cloud to protect against failures or outages at the primary data centre, ensuring Service continuity and availability.

The Service Provider may also update the Service and System with new functionalities or improvements, but is not obliged to do so for the Subscriber or Authorised Users.

In the event of a Service interruption, the Service Provider shall notify the Subscriber and Authorised Users at least five business days in advance in case of scheduled maintenance, via email or a notification in the Web Application, or as soon as possible in case of an urgent intervention. The Service Provider shall make every effort to carry out interventions outside business hours, but is not obliged to do so.

Annex (2) - Acceptable Use Policy

1. General

This Acceptable Use Policy sets out the obligations and responsibilities of the Subscriber and Authorised Users regarding the use of the Service.

The Subscriber must ensure and guarantee that Authorised Users are aware of these obligations and responsibilities and that they comply with them when using the Service.

2. Use/Misuse
The Subscriber and Authorised Users may only use the Service for its intended purpose, as described by the Service Provider in the documentation and Order Form. The Subscriber and Authorised Users have no right to use the Service for any purposes other than those described in the Agreement and the accompanying documentation.

The Subscriber and Authorised Users are not permitted to use the Service for activities or conduct that violate applicable laws, public morals, public order, third-party rights or the provisions of the Agreement. These include, but are not limited to, the following activities and conduct:

Using the Service for criminal or fraudulent activities;
Using the Service for unauthorised web scraping, spamming (sending large volumes of emails with the same content and/or posting messages with similar content in large numbers of online newsgroups);
Using the Service for unauthorised or unwanted intrusions into the computer systems of the Service Provider or third parties, including hacking and similar unauthorised actions;
Using the Service to make fraudulent offers, purchase or sell fraudulent goods or services, or facilitate scams;
Using the Service in connection with an infringement of copyrighted works, trademarks, patents, trade secrets and/or other proprietary information, or otherwise acting in violation of third-party intellectual property rights;
Using the Service to distribute illegal and/or criminal content, including but not limited to racist statements, child pornography, criminal communications, defamation, violence or incitement to violence, harassment, drug promotion, gambling or illegal arms trade;
Using the Service to collect or use (i) personal information without the owner's consent; (ii) email addresses, screen names, e-ID cards, payment card and/or credit card details, or other user identification without the identified person's consent. This includes but is not limited to phishing, internet scams, password theft, spidering or harvesting, the intentional spread of viruses, or introducing other types of malicious programs into the network or system aimed at damaging (or threatening to damage) third-party systems, software or data;
Abusing the Service to gain or attempt to gain access to third-party accounts.

3. Security

To protect the Service, the Subscriber is responsible for ensuring:

Only Authorised Users are granted access, and Authorised Users only have access to their own accounts;
Login credentials are protected and secured;
The Service is used only in combination with the appropriate hardware and software;
The hardware includes the necessary security measures, such as antivirus software, firewalls, etc.

The following is prohibited:

Bypassing user authentication or security measures of the Service, network or account, or granting oneself or Authorised Users unauthorised access to data that is not intended for them;
Logging into or using a server or account that the Subscriber or Authorised Users are not authorised to access;
Using tools designed to bypass or compromise security measures, or introducing or using tools designed to generate excessive requests (e.g., distributed denial-of-service (DDoS) attacks) to crash the Service and Web Application;
Uploading the following content via the import functionality in the Service:

Any content that may be considered inappropriate or unlawful due to its illegal, unlawful, harmful, offensive, misleading, threatening, obscene, pornographic, defamatory or racist nature and/or more generally, because it is contrary to public morality or public order. Such content does not necessarily have to violate applicable law or third-party rights to be considered inappropriate.
Content that infringes intellectual property rights and image rights of other users and/or third parties.
Content that results from, refers to or incites the commission of a criminal offence punishable under criminal law.
Content that may cause or has caused harm to other users. The distribution of harmful applications, such as computer viruses, malware, worms, Trojan horses and cancelbots.
The distribution of unsolicited and/or any form of commercial messages via the website, including junk mail, spam and chain letters.

4. Violation of this Acceptable Use Policy

The Subscriber and Authorised Users acknowledge and accept that compliance with this Acceptable Use Policy is an essential obligation of the Agreement. As such, the Service Provider has the right to terminate the Agreement in the event of breach or non-compliance with this Acceptable Use Policy.

Without prejudice to any liability provisions, if the Subscriber or its Authorised Users violate this policy, the Subscriber shall also defend, indemnify and hold the Service Provider harmless from any damages, losses, expenses, liabilities or claims incurred by the Service Provider as a result.

A violation of this Acceptable Use Policy may also lead to criminal and/or civil prosecution. The Subscriber acknowledges and accepts that the Service Provider will cooperate with the relevant authorities and/or third parties to investigate criminal and other undesirable activities related to the misuse or use of the Service.

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