1. Definitions
The following definitions (and additional definitions provided below)will apply to these terms and conditions of CNTRC BV (the “Terms and Conditions”):
“CNTRC” is a limited liability company established, organized and existing under the laws of Belgium, with registered office at Nieuwewandeling 62, 9000 Gent, Belgium, and registered with the Crossroads Bank for Enterprises under the company number 1010.076.440;
“Agreement” means these Terms and Conditions together with any Licensing Schedules and/or Work Orders between CNTRC and the Customer;
“Authorized User” means such authorized persons as may be invited by the Customer to use the Software Service;
“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or(ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with this Agreement. Confidential Information of CNTRC will be deemed to include the Software Service. Confidential Information of the Customer will be deemed to include the Customer Content;
“Customer” means every legal entity that concludes an agreement with CNTRC with regard to the Services;
“Customer Data” means data, information or material provided or submitted by Customer or its Authorized Users to CNTRC whether through the Platform or otherwise;
“Data Processing Agreement” means the data processing agreement attached hereto as Annex 1;
“Data Protection Legislation” means the EURegulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;
“Disclosing Party” means the Party that discloses Confidential Information under this Agreement;
“Documentation” means any documentation provided by CNTRC concerning the use of the Software Service;
“Effective Date” means the first date that is mentioned on the Licensing Schedule, i.e. the indication of the start of the Initial Term;
“Fee(s)” means the fee(s) paid by the Customer as a consideration for the Software Service and/or Professional Services as set forth in the relevant Licensing Schedule and/or Work Order;
“Feedback” has the meaning set forth in article 5.4. of these Terms and Conditions;
“Initial Term” has the meaning set forth in article 12.1. of these Terms and Conditions;
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e)layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;
“LicensingSchedule” means a form of quotation submitted by CNTRC to the Customer in which the terms and conditions of the Agreement are or are deemed to be incorporated;
“Party” or “Parties” means CNTRC and/or the Customer;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Professional Services” means the professional services provided by CNTRC pursuant to article 10. ;
“Platform” has the meaning given to it in the Licensing Schedule;
“Receiving Party” means the Party that receives Confidential Information under this Agreement;
“Renewal Term” has the meaning set forth in article 12.1. of these Terms and Conditions;
“Services” means the Software Service and/or any other services provided by CNTRC to the Customer pursuant to a Licensing Schedule and/or Work Order;
“Software Service” means CNTRC’s online platform service in respect of the Platform and as further described in the Licensing Schedule and applicable Documentation.;
“Term” means each of the Initial Term and the Renewal Term, as applicable;
“Third Party” means any legal or natural person that is not a Party or an Authorized User;
“Third Party Services” means any web-based, mobile, offline or other services, products, software, data, information or materials that are provided by a third party or are otherwise not proprietary to Customer or CNTRC and interoperate or are otherwise provided in connection with the Software Service;
“Virus” means a virus, cancelbot, worm, logic bomb,Trojan horse or other harmful component of software or data;
“Work Order” means a duly executed work order setting out, at a minimum, the scope, assumptions and fees of Implementation Services or Professional Services to be delivered by CNTRC to Customer pursuant to this Agreement.
2. Scope
2.1.1.These Terms and Conditions apply to all contracts and Licensing Schedules relating to the use of the Software Services, and Work Orders between CNTRC and the Customer, except when special written agreements between CNTRC and the Customer stipulate otherwise. These Terms andConditions of CNTRC are deemed to be read, understood and accepted by the Customer when the Customer or its Authorized Users start using the SoftwareService. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that CNTRC did not explicitly reject the terms and conditions of the Customer referred to in any contract or Licensing Schedule cannot be interpreted by the Customer as an acceptance by CNTRC of such terms and conditions.
2.1.2. CNTRC reserves the right to make, in its sole discretion, any material or non-material changes to these Terms and Conditions from time to time. CNTRC will notify the Customer of any material changes (i.e.changes that materially affect the obligations of a Party) via e-mail or via notification in the Software Service. These changes will enter into force fifteen (15) calendar days after written notice from CNTRC to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement. Where the Customer has not notified CNTRC of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.
3. P license
3.1. License
3.1.1. Subject to these Terms and Conditions and timely payment of the applicable Fees by the Customer, CNTRC grants theCustomer and its Authorized Users, for the Term, a renewable, worldwide, restricted, personal, non-exclusive, non-transferable, non-assignable, license, without the right to sub-license, to access and use the Software Service for the Customer’s internal business purposes. The aforementioned license is granted as of the Effective Date.
3.1.2. CNTRC reserves the right to make, in its sole discretion, any material or non-material changes and/or updates to the functionality of the Software Service. CNTRC will notify the Customer of material changes (i.e. changes that materially affect the core functionality of the Software Service) via e-mail or via notification in the Platform. Thesechanges will enter into force fifteen (15) calendar days after written noticefrom CNTRC to the Customer. In the event CNTRC materially reduces the core functionalities of the Software Service the Customer has the right to terminatethe Agreement. In the event the Customer has not notified CNTRC of such termination within the aforementioned fifteen (15) calendar days period,Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate this Agreement
3.2. Restrictions The Customer is not allowed to use the Software Service or a component thereof in a manner not authorized by CNTRC. Within the limits of the applicable law and unless agreed otherwise, the Customer is not permitted to (i) make the SoftwareService available or sell or rent the Software Service to any Third Parties, unless explicitly agreed with CNTRC; (ii) adapt, alter, translate or modify in any manner the Software Service; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software Service to any Third Party; (iv)decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software Service, except and only to the extent that such activity is expressly permitted by applicable law not with standing this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in theSoftware Service; (vi) intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the SoftwareService for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Software Service.
3.3. Third Party Services The Services may contain features designed to interoperate with Third Party Services. To use such features, Customer may be required to obtain access to such Third Party Services from their providers and may be required to grant CNTRC access to Customer’s account for such ThirdParty Services. If Customer installs or enables Third Party Services for use with the Services, Customer grants CNTRC permission to allow the provider of that Third Party Service to access and use Customer Data as required for interoperation of that Third Party Service and the Services, and/or for the provision of theSoftware Service. CNTRC cannot guarantee the continued availability of suchThird Party Service features and may cease providing them without entitlingCustomer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make theThird Party Service available for interoperation with the correspondingServices features in a manner acceptable to CNTRC. Customer acknowledges that(i) Third Party Services providers are not CNTRC's agent, subcontractor or sub-processor, (ii) CNTRC makes no representations or warranties regardingThird Party Services, (iii) where applicable, a Third Party Service's terms and conditions, including their data protection terms, and not this Agreement, will apply to Customer and govern Customer's use of that Third Party Service, (iv)CNTRC is not responsible for the content and operation of any Third PartyServices (including the availability, accuracy, correctness, completeness, or quality of data provided by third parties), or for the acts or omissions of anyThird Party Service provider, (v) CNTRC has no liability whatsoever to Customer arising out of or related to Third Party Services, and (vi) CNTRC has no control over Customer Data provided to any Third Party Service, and CNTRC is not liable for any disclosure, modification, deletion of or failure to deleteCustomer Data resulting from access by a Third Party Service.
4. Customer data license
4.1. The Customer grants CNTRC, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit and display the Customer Data to the extent necessary to perform its obligations under this Agreement, in particular to provide and maintain the Services, and for no other purposes. CNTRC may copy, execute and backup such Customer Data, as necessary, to perform its duties under this Agreement. The Customer also grants CNTRC, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to compile and use Customer Data, strictly in order to research, develop, improve or support the Software Service provided by CNTRC, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, Authorized Users or other data subjects contained therein. In no event willCNTRC sell or transfer Customer Data to third parties for marketing or advertising purposes.
4.2. Unless expressly agreed otherwise in writing by the Customer, CNTRC will not have any right, title or interest in relation to such Customer Data other than as set forth in these Terms and Conditions.
5. Intellectual property
5.1. Customer acknowledges and agrees that these Terms and Conditions are not a sale of the Software Service and Documentation or any rights therein, and that CNTRC and its suppliers will at all times retain all Intellectual Property Rights in and to the Software Service and Documentation. All rights in and to the Software Service and Documentation not expressly granted to the Customer in these Terms and Conditions are reserved by CNTRC. No license is granted to the Customer except as to use of the Software Service and Documentation as expressly stated herein. CNTRC’s name, CNTRC’s logo, and the product names associated with the Software Service are trademarks of CNTRC or Third Parties, and they may not be used without CNTRC’s prior written consent.
5.2. Customer acknowledges and agrees in particular that the source code from the Software Service is and remains ConfidentialInformation and proprietary trade secret of CNTRC.
5.3. Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data, except, for the avoidance of doubt, any generalized tools, programs, algorithms and benchmarks built or developed by CNTRC based on data collected from the Customer (whether or not such data is Confidential Information of the Customer), which will be the sole and exclusive property of CNTRC. 5.4. CNTRC is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by theCustomer or its Authorized Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting CNTRC any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in theFeedback.
6. Warranties
6.1. The Customer and CNTRC represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions personally. The Customer and CNTRC will perform their obligations under these Terms and Conditions in a good and workmanlike manner.
6.2. Customer warrants that the Customer Data provided will be accurate and truthful and will not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be misleading, defamatory, obscene, pornographic or unlawful; (iv) contain Viruses, whether or not intended to damage the Platform; or (v)otherwise infringe the rights of any Third Party. Any use of the Platform in violation of these representations and warranties by Customer will constitute an unauthorized and improper use of the Platform.
7. Disclaimer
Except as expressly provided in these Terms and Conditions and to the extent permitted under applicable law, CNTRC expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Services. Other than that CNTRC warrants that the Software Service will, to its best knowledge, not contain any Viruses or infringe any Intellectual Property Rights of Third Parties. In particular,CNTRC does not warrant that the Software Service is error-free or that the use and/or operation of the Software Service will be secure or uninterrupted, that CNTRC will detect any or every defect in Customer’s systems or that any or all problems with respect to the Software Service can be solved and hereby disclaims any and all liability on account thereof. The Software Service will be provided by CNTRC under these Terms and Conditions on an “as-is” basis.
8. Liability
8.1. To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will not in any event exceed the Fees paid or payable by the Customer to CNTRC during the preceding twelve (12) month period. The aforesaid restrictions do not apply to a Party’s liability resulting from(i) fraud or deceit, and/or (ii) intentional misconduct. 8.2. For the avoidance of doubt, it is specified that neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
9. Indemnities
9.1. By CNTRC
9.1.1. CNTRC will defend, indemnify and hold harmless the Customer from each and every founded and well-substantiated demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, incurred by reason of, or arising out of, against any claim brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of suchThird Party by the Software Service and excluding any claims resulting from (i)any unauthorized use of the Software Service by the Customer or any End User or any use not in accordance with these Terms and Conditions and/or the Documentation, (ii) the Customer’s or any Third Party’s modification of any of the Software Service, (iii) the Customer’s failure to use the most recent version of the Software Service made available to it, or (iv) the Customer' use of the Software Service in combination with any Third Party products or services.
9.1.2. In the event the Software Service or any part thereof, in CNTRC’s reasonable opinion, is likely to or become the subject of a Third Party infringement claim, CNTRC will have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the Software Service so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Software Service in accordance with these Terms and Conditions; or (iii)terminate these Terms and Conditions and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.
9.1.3. The foregoing states the entire liability and obligation of CNTRC and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights of Third Parties caused by the Software Service or any part thereof.
9.2. By Customer
9.1.1. Customer will indemnify, defend and hold CNTRC, its Affiliates and their officers, directors, employees, agents successors and assigns harmless from (i) any Third Party claim, action, suit or proceeding arising out of or resulting from Customer Data or CNTRC’s use thereof.
10. Price and payment conditions
10.1. Price
10.1.1. Unless stipulated otherwise, the price is a net price exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions.
10.1.2. Customer will pay or refund CNTRC for any applicable taxes, duties, or other charges imposed by any government authority for Customer’s use or receipt of the Software Service. If Customer is required by law to deduct or withhold tax, Customer will increase the amount it pays to CNTRC so that CNTRC still receives the net amount originally invoiced. Customer will promptly provide all tax receipts, or a valid exemption certification (if applicable), confirming it has paid or withheld tax.
10.1.3. CNTRC reserves the right to index the prices annually on 1 January based on the Agoria Digital index published by the sector federation Agoria (or any other agreed equivalent index if the Agoria Digital index is no longer available) by applying the following formula: Pn = Po *[(0.2) + 0.8 * (S/So) ] where: "Pn" refers to the revised rate; "Po" refers to the initial rate as determined at the commencement of the Agreement; "So" refers to the Agoria Digital reference index as published by Agoria (the Reference Salary) at the commencement of the Agreement; "S" refers to the Reference Salary in the month prior to the revision. This indexation of prices will be communicated to the Customer in a timely manner. This indexation clause in no way affects CNTRC's right to charge different additional prices for additional modules, features or bundles.
10.1.4. CNTRC may change its prices during the then current subscription term with effect from the Renewal Term provided such prices were communicated at least two (2) months before the expiry of the then current term or were agreed to in a Licensing Schedule.
10.1.5. Any complaint about invoiced amounts must be lodged with CNTRC by registered letter within eight (8) days after receipt of the invoice. If Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.
10.2. Payment
10.2.1. During the Term and as a consideration for the license set out in article 3. hereof, the Customer agrees to pay the Fee as set forth in the Licensing Schedule. CNTRC will send an invoice on an annual or monthly basis at the beginning of each contract period in which it will specify (i) the license Fee for the upcoming contract period (ii) any differences to the Fee paid with respect to the preceding contract period, and (iii) any applicable fees for Professional Services carried out in accordance with article 11, that are not included in the license Fee. The Fee will be payable upfront one (1) month before the Effective Date or each subsequent anniversary thereof.
10.2.2. In respect of any Professional Services, the Customer agrees to pay the consideration as set forth in the Licensing Schedule and/or Work Order.
10.2.3. All invoices for any charges under these Terms and Conditions are due and payable within thirty (30) calendar days of the invoice date, unless specified otherwise in the Licensing Schedule.
10.2.4. CNTRC has the right to send its invoice electronically. Customer will provide (and update if necessary) a correctly functioning e-mail address to which the electronic invoice can be sent. An electronic invoice will be considered correctly received by Customer on the same day it is sent to this e-mail address.
10.2.5. CNTRC will have the right to invoice through an affiliated company. In such case, payment by Customer to such affiliated company will constitute a valid payment under the Agreement.
1.2.6. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. All amounts not paid by the Customer on the due date mentioned in the invoice will bear interest in accordance with the law of 2 August 2002 on combating late payments in commercial transactions, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount. Moreover, CNTRC reserves its right to suspend further delivery of Services and Deliverables.
11. Support and professional services
11.1. CNTRC will during the Term provide support and maintenance services relating to thePlatform on a best effort basis.
11.2. CNTRC agrees, upon the Customer’s explicit written request, to provide Professional Services to the Customer, as may be agreed between the Parties in a Work Order. Any such Professional Services will be provided pursuant to a Work Order agreed to and signed by a duly authorized representative of both Parties. Each Work Order will be in a format agreed between the Parties, will incorporate by reference the terms of this Agreement, and will set forth the Professional Services and/or deliverables to be provided by CNTRC, the applicable assumptions and Customer dependencies, the Fees and expenses to be paid to CNTRC, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree.
11.3. CNTRC will perform the Professional Services in a professional manner and will use reasonable skill and care in performing theServices. CNTRC will provide reasonable efforts to deliver the ProfessionalServices in accordance with any delivery dates set out in the applicable Work Order. However, any timeframe for performance specified in a Work Order will be indicative target dates only, unless expressly stipulated in the relevant WorkOrder to be binding milestones.
11.4. The Customer will co-operate with CNTRC and provide such assistance, information and equipment as reasonably requested byCNTRC to be able to adequately perform the Services. Where performance of theProfessional Services is delayed by the Customer (or a Third Party acting under the Customer’s control or on the Customer’s behalf), including as a result ofCustomer dependencies not being met, any costs incurred by CNTRC as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under theAgreement or a Work Order or should any assumptions specified in a Work Orderprove incorrect, the timeline and fees as specified in the relevant Work Order may be adversely impacted.
12. Data protection
12.1. Each Party will and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and the DPA agreed between the Parties in respect of all Personal Data processed under this Agreement.
12.2. In connection with and for the purpose of providing the Software Service under this Agreement, CNTRC will process Personal Data in accordance with the provisions of the DPA.
13. Term and termination
13.1. Term
This Agreement will enter into force and be effective as of the Effective Date and will remain in effect for a period of one (1) year unless specified otherwise in the Licensing Schedule (the "InitialTerm"). The Agreement will automatically renew for successive one-year periods (each a "Renewal Term") beginning at the end of the Initial Term (or the then current Renewal Term), unless a Party files a notice of termination at the latest one (1) month prior to the end of the Initial Term or the then current Renewal Term, as applicable.
13.2. Termination
13.2.1. CNTRC may immediately terminate this Agreement (or alternatively, in its sole discretion, suspend the access to the Software Service) due to material breach on giving written notice in the event the Customer breaches the terms of use of the Software Service asset out in article 3 or infringes CNTRC’s Intellectual Property Rights. CNTRC may also suspend the access to the Software Service if the Customer fails to pay to CNTRC any amount due hereunder and fails to cure such failure to pay within thirty (30) calendar days from the date of a written payment default notice from CNTRC.
13.2.2. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) calendar days from receipt of a default notice.
13.2.3. Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
13.2.4. Upon termination of this Agreement for whatever reason (i) the Customer will promptly pay CNTRC all Fees and other amounts earned by or due to CNTRC pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer and the Authorized Users pursuant to this Agreement, including the rights to use the Software Service as per article 3, will automatically terminate. Termination of this Agreement on whatever ground will be without prejudice to any right or remedy that has accrued prior to the actual termination.
13.2.5. The provisions of these Terms and Conditions that are expressly or implicitly intended to survive termination will survive any expiration or termination of this Agreement.
14. Confidentiality
14.1. The Customer undertakes to keep confidential all information disclosed pursuant to or in connection with this Agreement (whether or not such information is expressly stated to be confidential or designated as such) and therefore not to disclose such Confidential Information to others or use it for purposes other than the execution of these Terms and Conditions with CNTRC.
14.2. Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof will prevail if there is a conflict with the provisions of this article.
14.3. The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of these Terms andConditions unless a confidentiality agreement between the Parties stipulates otherwise.
14.4. Upon termination of these Terms and Conditions, for whatever reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information.
15. Miscellaneous
15.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
15.2. No Partnership. No joint venture, partnership, employment, or agency relationship exists between Customer and CNTRC as a result of this Agreement or use/provision of the Services.
15.3. No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
15.4. References. CNTRC is entitled to make public reference to the Customer as a customer of CNTRC and to use the Customer’s name and logo on its website fort his purpose only (for the avoidance of doubt, without, in any event, disclosing any Confidential Information), unless the Customer has objected to such use in writing.
15.5. Force Majeure. Except for the payment of the Fee or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God, power failures, cybercrime, unauthorized access to CNTRC’s information technology systems by Third Parties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
15.6. Non-Assignment. This Agreement may not be assigned by a Party to a Third Party or an End User without the prior written approval of the other Party. A Party may however assign this Agreement to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of its assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
15.7. Notice. Customer must deliver all notices or other communications required or permitted under this Agreement in writing to CNTRC BV, Nieuwewandeling 62, 9000 Gent, or by correspondence by email at accountancy@cntrc.ai. CNTRC will send any notice to the email address and contact details provided by the Customer. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
15.8. Entire Agreement. This Agreement, together with any applicable Documentation, comprises the entire agreement between Customer and CNTRC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of thisAgreement will be binding unless in writing and signed by an authorized representative of each Party.
15.9. Applicable law and Jurisdiction. This Agreement will be construed in accordance with its provisions, without any strict interpretation in favor of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, will be subject to the exclusive jurisdiction of the courts of Ghent
