Terms & Conditions

Terms & Conditions Decodata

0. INDEX

We know there is a lot of information, so we will try to make it easier to navigate by providing you links to all different sections:

1 DEFINITIONS

2 SCOPE OF THE AGREEMENT

3 USE OF THE SERVICES

4 CONFIDENTIALITY

5 INTELLECTUAL PROPERTY

6 PRICE AND PAYMENT

7 TERMINATION

8 WARRANTIES

9 LIABILITY

10 FORCE MAJEURE

11 PUBLICITY

12 PROCESSING CUSTOMER PERSONAL DATA

13 CURRENCY

14 GOVERNING LAW

1. DEFINITIONS

1.1 When used in these Terms with the initial letters capitalized, in addition to the definitions defined elsewhere in these Terms, the following definitions have the following meanings.

Account: means any accounts created by or on behalf of the Customer.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

Agreement: also referred to as “Terms”, means these terms and conditions together with any and all Order Forms (as defined below), and Data Processing Agreement (“DPA”) (each, where applicable).

Beta Services: means a product, service or functionality provided by Decodata that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, limited release, non-production, early access, evaluation or by a similar description.

Contract End Date: also referred to as “End Date” means the last day of the period during which You have agreed to subscribe to the Service.

Confidential Information: means all information disclosed by You to Decodata or by Decodata to You which is in tangible form and labeled “confidential” (or with a similar legend) or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Decodata’s security policies and procedures. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; © is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

Customer: also referred to as “Subscriber”, means the customer entity party to the Agreement.

Customer Personal Data: refers to all personal data belonging to the Customer which is generated and/or processed in the use of the Service. Personal data has the meaning as determined in the General Data Protection Regulation (GDPR).

Documentation: means any written or electronic documentation, texts, images or video specifying the functionalities of the Services or describing service packages, as applicable, provided or made available by Decodata to You.

Decodata: means Decodata B.V., a company established at Laan van Kronenburg 14, 1183 AS, Amstelveen, The Netherlands, a company registered in the trade register under number 71916229.

Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to, all patents, trademarks, trade name rights, copyrights, neighbouring rights, domain names, know-how, database rights, designs, and software, whether registered or not.

License Fee: all charges associated with Your access to and use of a Service, as stated in the Order Form.

Order Form: means any of Our generated service order forms executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the Service Plan applicable to Your subscription to a Service.

Platform: means the Software as a Service (SaaS) services that Decodata supplies to the Customer, by which in any case can be understood the modules as described in these Terms.

Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on Order Form) for the Services to which You subscribe.

Service(s): means the products and services that are ordered by You via an Order Form referencing these Terms, whether on a trial or paid basis and all applicable associated services that You have purchased or deployed or to which You have subscribed that are provided under these Terms. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent the Customer is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of these Terms, these Terms shall be deemed to apply to such Service as newly named or described.

Site: means the website www.decodata.io operated by the Decodata.

Software as a Service (SaaS): the making and keeping available ‘remotely’ of software via internet by Decodata to the Customer, without issuing to the Customer a physical medium with the software and/or the intellectual property of the software concerned.

Supplemental Terms: means the additional terms and conditions that are included or incorporated on an Order Form via hyperlink or other reference.

Subscription Term: means the period during which You have agreed to subscribe to the Service Plan(s), as specified in the Order Form.

Terms: these terms and conditions of Decodata.

“We,” “Us” or “Our”: means Decodata as defined in these Terms.

2. SCOPE OF THE AGREEMENT

2.1 These terms and conditions (the ‘Terms’) contain the conditions that apply in the agreement between You as our customer and Us. These Terms together with the Order Form, constitute our entire Agreement.

2.2 As our legal counterparty, we consider the party that has entered into the Order Form with us. It is not permitted to transfer the rights and obligations arising from our agreement to a third party without the prior written consent of Decodata.

2.3 If you in fact represent several related Affiliates, Decodata reserves the right to renew individual subscriptions for these related Affiliates; all this at the discretion of Decodata.

2.4 In the event of any inconsistency or conflict between these Terms and the terms of any Order Form, the terms of the Order Form shall prevail.

2.5 Any (additional)conditions by the Customer are explicitly excluded.

2.6 The Customer is granted the non-exclusive, non-transferable and non-sublicensable right to use the Services provided for in the Order Form for the term as specified in the Order Form.

2.7 You acknowledge that Decodata may modify the features and functionality of the Services during the Subscription Term.

2.8 Nothing contained in the Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either party have the right, power, or authority to create any obligations or duty, express or implied, on behalf of the other party.

3. USE OF THE SERVICES

3.1 As between You and Decodata, You are responsible for compliance with the provisions of the Agreement by You and your users and for any and all activities that occur under Your Account.

3.2 You may not access the Services if You are a direct competitor of Decodata, except with Decodata prior written consent. You may not access the Services for competitive purposes.

3.3 Decodata reserves the right to periodically verify that Your use of the Decodata Services complies with the Agreement and the Service Plan restrictions on Our Site. Should Decodata discover that Your use of a Decodata Service is not in compliance with the Agreement or the Service Plan restrictions on Our Site, Decodata reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.

3.4 We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any malicious software connected to Your Account or use of the Service by You and/or when You use the Services in a manner that is in violation of these Terms or applicable law and regulations.

3.5 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by Decodata, including the Transport Layer Security (TLS) protocol or other protocols accepted by Decodata, and to follow procedures for accessing services that support such protocols.

3.6 From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to Supplemental Terms that will be presented to You. Beta Services are not considered “Services” under the Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Third Party Services shall apply equally to Your use of the Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of the end of the trial or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service, except in the event that the loss and/or damage is attributable to (1) willful misconduct or deliberate recklessness of Decodata’s management, or (2) death or bodily injury, or (3) any other manner for which it is unlawful to limit or exclude liability.

4. CONFIDENTIALITY

4.1 Subject to the express permissions of the Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to the Agreement, each Party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by the Terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or a Court of competent jurisdiction; or © as reasonably necessary to comply with any applicable law or regulation.

4.2 Decodata will ensure an appropriate level of security to ensure the protection of the infrastructure and Services, including the protection of data from unauthorized interference by third parties or any other form of damage.

5. INTELLECTUAL PROPERTY

5.1 The SaaS Platform, including the underlying software and source code, and all other Services provided by Decodata to the Customer, are the Intellectual Property of Decodata or its licensors and are under the exclusive ownership of Decodata or its licensors. When You import data in Decodata’s portal, and after structuring and enrichment of the data by the Decodata technology, the product data in the portal is owned and managed by Decodata.

5.2 In case the Customer gives feedback to Decodata regarding the Services provided under the Agreement, and such feedback results in the creation of Intellectual Property, the resulting Intellectual Property is owned exclusively by Decodata.

5.3 The Customer is prohibited from removing or altering any designation concerning the confidential nature or concerning copyrights, trademarks, trade names, or any other Intellectual Property right from the SaaS platform, the software, data files or materials.

5.5 Further, in Your use of the Services You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than your authorized users in furtherance of Your internal business purposes as expressly permitted by the Agreement; (b) use the Services to Process data on behalf of any third party © use the Services to store or transmit files, materials, data, text, video, images or other content that infringes on any person’s Intellectual Property rights; (d) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (e) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (f) use or launch any automated system that accesses a Service in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (g) attempt to use, or use the Services in violation of the Agreement.

6. PRICE AND PAYMENT

6.1 Unless otherwise indicated on an Order Form referencing the Agreement or in the Supplemental Terms, and subject to Section 6.2, the License Fee will be due in full upon commencement of Your Subscription Term. If You fail to pay Your License Fee or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is delinquent, We may suspend or terminate access to and use of such Service by You and End-Users. We are not liable for any resulting loss and/or damage incurred by You and/or End-users as a result of the suspension or termination.

6.2 If You choose to upgrade Your Service Plan and use the Service during Your Subscription Term (a “Subscription Upgrade”), any incremental subscription charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your License Fee will reflect any such Subscription Upgrades.

6.3 No refunds or credits for License Fees or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Decodata does not accept any liability for such loss.

6.6 Decodata may increase the rates annually. Decodata must disclose the increase in rates to the Customer 30 days before the date of effect of the increase.

6.7 Payments must be made within 30 days of the invoice date.

6.8 The Customer is required to ensure payments on time. Decodata will charge interest of 4% on payments which are overdue, without notice of default being required. If, after receiving a demand for payment or notice of default, the Customer fails to pay the amount due, Decodata may refer the claim for collection, in which case the Customer shall also be liable to pay in full all judicial and extrajudicial costs, including all costs and fees of lawyers and external experts, in addition to the total amount due at that time.

7. TERMINATION

7.1 Each party to the Agreement may, upon providing the other party with immediate written notice, terminate the Agreement in case the other party: (i) is in material breach of any terms contained in the Agreement and the breach is communicated in writing and not remedied within 30 days of such notice; or is incapable of being remedied by the breaching party; (ii) is declared bankrupt or becomes insolvent. Besides the aforementioned circumstances, no premature termination or termination for convenience will be allowed.

7.2 Despite termination or expiry of the Agreement, specific terms will survive an end to the contract, including terms on Confidentiality (Clause 4), Intellectual Property (Clause 5), Liability (Clause 9), Processing Customer Personal Data (Clause 12), and Disputes (Clause 16).

7.3 Termination of the Agreement due to a breach of the Terms is without prejudice to the right of Decodata to claim additional damages.

7.4 Upon termination of the Agreement following a breach of the Terms of the Agreement by the Customer, the Customer is in default and must pay all outstanding sums of the entire term to Decodata for services ordered under the Agreement.

7.5 Upon termination of the Agreement Decodata will without undue delay dispose of the data and information collected in the SaaS Platform as requested by the Customer, as described under Clause 15.

7.6 All Agreements shall be automatically renewed for the same Term as indicated in the Order Form, containing the same terms and conditions, unless Decodata or the Customer terminates the Agreement by written notice the latest three months prior to the contract end date.

8. WARRANTIES

8.1 Decodata represents and warrants that (i) it is the owner of all rights, titles and interests, including all Intellectual Property rights, in the Service(s); and (ii) the Service does not infringe any third party Intellectual Property rights.

8.2 Except as specifically set forth in section 8.1, the Site and the Services, including all server and network components, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and We expressly disclaim any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement by Yourself. You acknowledge that We do not warrant that the Services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software, and no information or advice obtained by You from Us or through the Services shall create any warranty not expressly stated in the Agreement.

8.3 You maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.

9. LIABILITY

9.1 Under no circumstances (whether in contract, tort, negligence or otherwise) will either party to the Agreement, or their Affiliates, officers, directors, employees, service providers, suppliers or licensors be liable to the other party or any Affiliate for any lost profits, lost sales or business, lost data, (being data lost in the course of transmission via your systems or over the internet through no fault of Decodata), business interruption, loss of goodwill, costs of cover or replacement, or for any type of indirect, consequential or punitive loss or damages, in connection with the Agreement, the Services or consulting services. In particular, Decodata will not be liable for any damages due to incorrect information in the enriched data, return and extra transport of goods by You or your customers as a consequence of incorrect information, negative publicity or the uninterrupted availability of the Services.

9.2 Notwithstanding anything to the contrary in the Agreement, the Decodata group’s aggregate liability to You, any Affiliate, or any Third-Party arising out of the Agreement, the Services or consulting services, shall in no event exceed the License Fee and/or consulting fees, both excluding VAT, paid by you during the twelve (12) months prior to the first event or occurrence giving rise to such liability.

9.3 Any limitation or exclusion of liability stipulated in the Agreement shall not apply in the event that the loss and/or damage is attributable to (1) willful misconduct or deliberate recklessness on the part of Decodata’s management, or (2) death or bodily injury, or (3) any other manner for which it is unlawful to limit or exclude liability.

9.4 You will indemnify and hold Decodata harmless against any claim (i) arising from or related to use of the Service by You or your users in breach of the Agreement; or (ii) alleging that the Intellectual Property Rights of a third party have been violated.

10. FORCE MAJEURE

10.1 Force Majeure refers to any unforeseeable event which is outside the control of the party, and influences the performances of the Agreement by that party. Cases of force majeure are those accepted by case law in the courts of the jurisdiction of Decodata.

10.2 Force majeure is considered to exist in any event in case of power outages, internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby Decodata is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.

10.3 If a force majeure situation has lasted for more than ninety (90) days, both parties shall be entitled to give notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been delivered by Decodata, prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro rata basis.

11. PUBLICITY

11.1 At any time after the signature of the Order Form, Decodata may publish or use Customer’s name and logo on: (i) Decodata website; (ii) marketing collateral; (iii) online advertisement banners; and (iv) in Decodata sales presentations.

11.2 Decodata will obtain Customer’s written permission prior to the publication for each of the following, unless this information is publicly available: (i) press release; (ii) case study or white paper on Decodata’s website and marketing collateral (and verbal reference to a case study or white paper during sales presentations); and (iii) a Customer quote on the Site.

12. PROCESSING CUSTOMER PERSONAL DATA

12.1 The Customer has full responsibility for the lawful processing of the Customer Personal Data that has been entered into the SaaS platform.

12.2 The Customer indemnifies Decodata against all legal action by Third Parties, for whatever reason, in connection with the processing of the Customer Personal Data or the execution of the Agreement by the Customer.

12.3 After the end of the term, or after the termination of the Agreement, the data and information collected in the SaaS Platform remains the property of the Customer and, at the instructions of the Customer, will be destroyed or transferred to the Customer in a secure manner.

12.4 You agree that the Decodata and the Third-Party service providers that are utilized by the Decodata to assist in providing the Services to You shall have the right to access Your Account and to process Customer Personal Data to the extent necessary to provide or improve the Services, including, without limitation, in response to Your support requests. Any Third-Party service providers utilized by the Decodata will only be given access to Your Account and Customer Personal Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.

12.5 To the extent that Decodata processes any personal data as part of Customer Personal Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the Services hereunder, the terms of the Decodata’s Data Privacy Statement apply, to which statements of Decodata You agree to be applicable to Your Personal Data processing.

13. CURRENCY

Agreements between the Customer and Decodata are denominated in euros, unless stated otherwise.

14. GOVERNING LAW

Agreements between the Customer and Decodata are governed by Dutch law. Each party to the Agreement recognizes the exclusive jurisdiction of the Courts of the Netherlands. All legal proceedings shall be conducted in English, or if applicable in Dutch.