General Terms & Conditions (v202508)

Article 1: Definitions

Agreement: the contractual relation between Datameister and the Client including these general terms and conditions, the Proposal and any annexes and schedules thereto. Background IP: all intellectual property rights which are in the possession of or owned or controlled by Datameister before the Effective Date, or which are developed or created during the duration of the Agreement other than the Deliverables. Client: the legal entity specified in the Proposal. Datameister: a limited liability company with offices at Burggravenlaan 315, 9000 Ghent, Belgium and registered with company number 0802.863.060. Deliverable: means the Client specific works created by Datameister on the Client’s specific instruction and based on materials provided by the Client (excluding any Background IP). Effective Date: means the date of entering into the Agreement, as stipulated in the Proposal. Party: the Client or Datameister. Platform: the Datameister platform, a hosting environment developed and proprietary owned by Datameister (including all improvements, enhancements, extensions or derivative works based thereon and the underlying software, computer programs, algorithms, (source or object) code, logic, models, and methodology) on which Deliverables are able to run. The Platform also includes any APIs to connect the Deliverables. Proposal: a written document signed between both Parties, regardless of its name (offer, quotation, order form, etc.), indicating the nature, number and other specifics of the Services ordered by the Client. Services: the professional services to be provided by Datameister to the Client as described in a Proposal.

Article 2: Proposal

These general terms and conditions (Terms) apply to all Proposals, all use by Client of the Platform and all related services provided by Datameister, unless expressly agreed otherwise. The Terms take precedence over all conditions of Client or a third party, even where it is stated therein that only those conditions may apply and even if they were not protested by Datameister. Unless otherwise stated in the Proposal, Proposals are valid for thirty (30) days. Any quote from Datameister that is not part of a Proposal, shall only bind Datameister if expressly accepted in writing by Datameister.

Article 3: Performance of the Services

Datameister shall perform the Services to the best of its abilities and in accordance with the competence, care, and diligence expected of a professional service provider. The Client acknowledges that the Services may be of an experimental nature, and that the obligation to perform the Services should therefore be regarded as an obligation of means (“middelenverbintenis”) and shall not bind Datameister to achieve a predefined result.

Any timeframe for the performance of Services are indicative estimates only, except where a particular timing is expressly agreed to be binding.

Datameister shall provide the Services in complete independence and shall plan its activities (including the allocation of its resources) as it sees fit.

The Services (or the relevant part thereof) shall be deemed accepted by the Client, if the Client does not notify Datameister in writing of its refusal to accept the Services within five (5) calendar days following completion of the Services. For the avoidance of doubt, a rejection of the Services must be substantially motivated on objective reasons and the Client must demonstrate that the Services do not materially conform to the description set forth in the relevant Proposal.

The Client acknowledges that the performance of the Services by Datameister is at all times subject to the Client’s cooperation in good faith.

Datameister shall not be responsible or held liable for any delay or failure in the provision of the Services resulting from the Client’s failure to cooperate.

Article 4: Client data

The Client understands that the performance of the Services depends on timely provision of the relevant client data and that the Client is solely responsible for the accuracy and correctness of such data. Datameister shall in no case be responsible for damages or liability resulting from inaccurate or incorrect data inputted in the Platform or used in connection with the Deliverables.

The Client warrants to Datameister that: (i) it has the right to share the Client’s data with Datameister for the purposes of this Agreement, and has obtained the necessary consents where required under applicable law; (ii) the Client’s data shall not infringe the intellectual property rights or other legal rights of any third party; and (iii) the Client’s data and the Client’s instructions in relation to such data shall not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

Article 5: Datameister Platform

Subject to the timely payment of the applicable fees (as set forth in the applicable Proposal), Datameister hereby grants the Client, a personal, limited, non-transferable, non-assignable, revocable and non-exclusive right to access and use the Platform during the term of the Proposal, for the Client’s internal business purposes and in accordance with the documentation and reasonable instructions as provided from time to time. The scope of the license granted is limited to such parameters (e.g. the volumes, modules, functionalities and number of users) as specified the Proposal.

To the maximum extent permitted under applicable law, the Client shall not, directly or indirectly: (i) use the Platform other than in accordance with the Agreement, its intended purpose and/or applicable laws; (ii) sell, lease, rent, display, license, sublicense, transfer, provide, disclose or otherwise commercialize, deal in or encumber its rights in the Platform; (iii) permit any unauthorized person to access to (or use of) the Platform, in whole or in part; (iv) (attempt to) modify, decompile, disassemble, reverse engineer or reconstruct, identify, discover, copy, duplicate, create derivative works based upon the underlying ideas, user interface techniques, algorithms, models, methodologies, methods, software code (including source code) of the Platform by any means whatsoever, or disclose any of the foregoing; (v) remove, suppress or modify any proprietary markings visible during the operation of the Platform; (vi) use the Platform in any computer environment not expressly permitted under the Agreement; and/or (vii) work around any technical limitation in the Platform.

The Platform will be hosted in the datacenters of Datameister’s hosting partner and the Client understands that the hosting services shall be subject to the applicable hosting provider’s service offering of the hosting partner.

Datameister does not warrant that the Platform shall be available on an uninterrupted basis and the Client agrees that the Platform may be unavailable during periods of planned or unplanned maintenance undertaken by Datameister or the hosting partner. To the extent reasonably possible, Datameister shall notify Customer of any planned maintenance.

Datameister shall provide support in relation to the Platform on a best efforts basis. If the Client encounters a problem with the Platform, it may notify that problem via the support channels as communicated from time to time to the Client. Upon receipt, Datameister shall endeavor to provide a resolution or workaround as soon as commercially possible.

Article 6: Financial Conditions

The Client shall pay all fees in the amounts and times as set forth in the relevant Proposal. Unless specified otherwise, fees for the provision of the Services shall be charged on a time and material basis at the rates set out in the relevant Proposal. For the avoidance of doubt, if Datameister has provided an estimate of the fees payable for the Services (in the Proposal or otherwise), such estimate shall only be indicative, and does not limit Datameister to charge for all Services actually performed on a time and material basis.

All undisputed invoices (or parts thereof) must be paid within thirty (30) calendar days after the invoice date. Any dispute relating to an invoice must be notified by registered mail (containing the reason for such disputes) within fourteen (14) calendar days after the invoice date, failure to do so shall result in the invoice being deemed accepted by Client. Any amounts of undisputed invoices (or parts thereof) that have not been paid on the due date shall automatically and without notice be subject to a late payment interest equal to the rate applicable pursuant to the law of 2 August 2002. In addition, the Client shall pay all costs incurred by Datameister, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this Agreement, with a minimum of one hundred fifty euro (€150).

All amounts due hereunder are payable in euro (unless agreed otherwise) and are exclusive of VAT, costs and expenses which shall be charged separately by Datameister. All amounts due hereunder shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case Client undertakes to pay Datameister such additional amounts as are necessary in order that the net amounts received by Datameister after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.

Article 7: Intellectual Property Rights

Datameister (or its licensors) retains all rights, titles and interest (including intellectual and industrial property rights) in the Platform and its Background IP (including any modifications and improvements thereto made during the term of this Agreement). Nothing in this Agreement shall convey any title, proprietary right or intellectual property rights in or over the Platform or the Background IP to the Client.

Subject to the timely and full payment of all fees due under the Agreement, Datameister shall assign all rights, titles and interest (including intellectual property rights) in the Deliverables to the Client, however expressly excluding any Background IP that may be incorporated in the Deliverables. To the extent Background IP is incorporated in the Deliverables, Datameister grants the Client a non-transferable, non-assignable, non-exclusive, revocable license, without the right to sublicense, to use the Background IP solely in connection with the Deliverables for the Client’s business purposes.

Datameister reserves the right to (re-)use the ideas, concepts, processes and knowhow developed or reduced to practice by Datameister during the performance of the Agreement. Nothing in this Agreement shall prevent Datameister to acquire, market, develop, provide or use for itself or others, services or other products that have are similar to the Services or Deliverables provided hereunder, without prejudice to Datameister’s confidentiality undertakings under this Agreement.

Article 8: Confidentiality

Each Party shall treat as confidential and keep secret all the information of the other Party learned during the negotiation and performance of the Agreement, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential (Confidential Information).

Each Party shall (i) not disclose the other Party’s Confidential Information to any third party other than its agents, officers, employees, professional advisors, insurers, subcontractors, or consultants who have a need to know such Confidential Information for the performance of this Agreement, and provided that they are bound by contractual or statutory confidentiality obligations no less strict than those in this Agreement; (ii) remain responsible for non-compliance by the persons mentioned in (i), (iii) not use, copy or otherwise exploit any component of the Confidential Information other than as strictly required for the purposes of this Agreement; and (iv) promptly notify the other Party if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection therewith. The restrictions in this clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request.

The provisions of this clause shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of the Agreement; (ii) can be shown to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a third party; or (iv) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project in scope of this Agreement.

Upon expiry or termination of the Agreement, the receiving Party will discontinue use of the disclosing Party’s Confidential Information and return (or alternatively delete and certify such deletion in the disclosing Party’s sole discretion) all documents (or copies made of it) belonging to the disclosing Party.

The provisions of this clause shall continue from the negotiations and shall continue in force during five (5) years following the termination of this Agreement.

Article 9: Data Protection

Each Party shall comply with its obligations under the applicable data protection legislation when processing personal data.

The Client represents and warrants that it will not share any personal data with Datameister that may be considered personal data under applicable data protection legislation. If and to the extent Datameister processes personal data on behalf of the Client, Datameister shall process such personal data in accordance with the data processing agreement attached hereto in Schedule 1 and the Client represents and warrants that it has the legal right to disclose any personal data that is made available to Datameister under or in connection with this Agreement and that the Client has a valid legal ground to process such personal data and disclose it to Datameister. The Client undertakes to sufficiently inform all data subjects in accordance with applicable law about the processing of their personal data by Datameister.

The Client shall indemnify and hold harmless Datameister, and its respective officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages (including third-party claims and regulatory fines) or expenses (including reasonable attorney’s fees) related to or arising out of a breach of this clause by the Client.

Article 10: Warranty Disclaimer

The Platform, Deliverables and Services are provided “as is”, and except to the extent otherwise provided in the Agreement, Datameister does not make any other warranties, express or implied, under this Agreement. To the maximum extent permitted by applicable law, Datameister disclaims any warranties of accuracy, completeness of data, fitness for a particular purpose, merchantability, or non-infringement.

The Client understands that the Services, the Deliverables and the Platform are only intended to be used as a tool to facilitate the Client internal business operations and decision-making. The Client is solely responsible for the implementation or interpretation of any output (such as advice or recommendations) produced by the Services, Deliverables or the Platform, and for any decisions based thereon.

Article 11: Limitation of Liability

Subject to the maximum extent permitted under mandatory law, Datameister’s liability shall per Proposal be limited to the amounts actually paid by the Client under the applicable Proposal.

Subject to the maximum extent permitted under mandatory law, under no circumstances shall Datameister be liable to the Client for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.

To the maximum extent permitted under applicable law, the Client agrees not to hold the advisers, directors, employees, representatives, and subcontractors of Datameister personally liable for or in connection with the Agreement. Any liability claim (including any extra-contractual liability claim) shall be brought by the Client exclusively against Datameister, except in the case of fraud.

Article 12: Term and Termination

The Agreement shall commence on the Effective Date and shall continue in effect for a duration as specified in the Proposal.

Either Party may immediately terminate (or Datameister may suspend) the whole or any portion of the Agreement or a Proposal without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if: (i) the other Party performs a material breach to any provision of the Agreement and, if capable for remedy, fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach; or (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding, or otherwise liquidates or ceases to do business.

Upon termination of the Agreement for whatever reason: (i) the Client’s right to access or use the Platform shall automatically cease; (ii) each Party shall return to the other Party, within a reasonable time of such termination or expiration all Confidential Information of the other Party in its possession (or alternatively destroy any copies thereof that cannot be returned and confirm in writing that such copies have been destroyed); and (iii) the Client shall promptly pay to Datameister all fees and other amounts due to Datameister hereunder up to and including the date of termination.

The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of the Agreement including, without limitation, the provisions relating to intellectual property rights, data, Confidential Information, and limitation of liability.

Article 13: Miscellaneous

Entire agreement – This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

Severability – If any provision of the Agreement is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.

Waiver – The terms and conditions of the Agreement may be modified or amended only by written agreement (including through electronic signature technology) executed by a duly authorized representative of both Parties hereto. This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such terms or conditions.

Assignment – Datameister may assign, transfer and/or subcontract its rights and obligations under the Agreement to any third party. The Client shall not assign or otherwise transfer any of its right or obligations under the Agreement without Datameister’s prior written consent.

Force Majeure – Neither Party will be responsible or liable for any failure or delay in the performance of its (non-monetary) obligations under this Agreement arising out of or caused by force majeure.

Notices – With the exception of notices of default or termination, any notice required to be served by the Agreement shall in first instance be given by electronic mail to the e-mail addresses set out in the Proposal.

Interpretation – in this Agreement (unless the context shall otherwise require or permit), (i) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; (ii) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii) the headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

Publicity – Datameister shall have the right to use any trademarks, logos or other marks of the Client (including the Client’s corporate name) for client references on Datameister’s website, social media announcements and sales presentations.

Dispute resolution – Before initiating proceedings before the competent courts, the Parties shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of this Agreement.

Applicable law and jurisdiction – The Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to the conflict of law principles thereof, and the Parties hereto submit to the exclusive jurisdiction of the courts of Ghent (department Ghent).