General Terms of Service
These general terms of service (“General Terms”) govern the use by any customer (every natural person or legal entity, as well as anyone who orders the services from QUOP and/or enters into an agreement with QUOP in the name of or on behalf of this legal entity, hereinafter: the “Customer”) of QUOP’s services, including the development of software such as user platforms and applications, and other products and services (collectively, the “Services”). By ordering or using any of the Services, the Customer acknowledges to have read and accepted these General Terms and any policies referenced within (“Policies”). The Customer also agrees to any additional terms specific to Services the Customer uses (“Additional Terms”) which become part of the agreement. The General Terms always take precedence over the terms and conditions of the Customer, even if they stipulate that they are the only valid conditions.
1. Offer and the formation of an agreement
Offers of QUOP are without any obligation and should only be considered an invitation to the Customer to place an order. An offer is only valid for the specific order to which it relates and does therefore not automatically apply to subsequent similar orders. Offers only comprise the services that are specifically stated in the offer and are only valid until the explicitly stated expiry date. Promotions, leaflets or catalogues, of whatever nature, issued by QUOP will not be considered an offer.
An agreement will only be legally and finally concluded when the Customer places an order with QUOP in person, by e-mail, by telephone or any other means of communication, subject to the conditions that this order is followed by a written confirmation from QUOP and that the parties agree upon the signature of a service agreement (“Service Agreement”).
A valid order presupposes that the Customer has at least provided the following information:
- identity details of the natural person or legal entity (valid email address, invoice address, VAT number if applicable);
- invoicing details;
- a description of the required Services.
Before commencing the Services, QUOP is entitled to request any further information about the Customer that might enable QUOP to carry out its works properly. The information provided by a Customer must at least be accurate, truthful, up to date and complete. Failure by the Customer to provide the correct information will entitle QUOP to suspend or refuse the implementation of the order. A refusal by QUOP to accept an order will never be a reason for any compensation. Any changes or additions to the Service Agreement after the user account has been provided will only be considered valid after written approval of and implementation by QUOP.
2. Use of the Services2.1. General
QUOP develops and offers customized software solutions (the “Product”) at the request of and in dialogue with the Customer, such as (but not limited to) the development of user platforms and applications, as described in the Service Agreement.2.2. Restrictions
Customer agrees not to misuse the Product and shall thus not, without this list being exhaustive:
- sell, resell, license, sublicense, rent, lease or distribute the Product and any Services, or include any Services or any derivative works thereof in a service bureau or outsourcing offering to any third party;
- copy, modify, adapt, alter, translate or make derivative works based upon the Services (other than any copies, modifications or derivative works made exclusively from the reports or overviews which are created solely for Customer’s internal business purposes);
- engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of the Product and/or Services;
- use the Product and Services for illegal or unlawful purposes or for the transmission of data which is illegal, defamatory, invasive of another's privacy, abusive, threatening, harmful or infringes on someone's intellectual property (non- exhaustive list).
- use the Product and Services to conduct or promote any illegal activities;
- Use the Product and Services for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of e-mails;
- use the Services to stalk, harass or harm another individual;
- disturb the good operation of the Product or the hosting platform. This includes that Customers should refrain from the use of viruses, worms, Trojans or other software that may infringe the services and interests of both QUOP and its Customers. Customers should also refrain from any content that may burden or disturb the software or the hosting platform’s infrastructure and its proper functioning;
- send unsolicited and/or commercial messages, such as junk mail, spamming and chain letters;
- add content that can be described as not-appropriate regarding the aim of the Product. QUOP reserves a large discretion and may notify Customers when touching boundaries;
- circumvent the business-model of QUOP;
- use the Services – partly or integrally – nor the Product or the hosting platform in any manner that may give a false or misleading impression, attribution, or statement as to QUOP or any third party.
3. Performance of the Services, Phases and approval of the Services
The Services will be performed in the following phases (“Phases”):
- User and Product Research (Phase 1)
- Conceptualization (Phase 2)
- Development (Phase 3)
- Testing (Phase 4)
Each Phase will only commence after the approval of the result of the previous Phase and after receipt of the payment for the previous Phase and any invoiced advance payment for the commencing Phase.
Phase 1 will be concluded with the drafting of a report (“Report”), containing the intended use of the Product, its intended target users, specific requirements regarding design and functionalities and any other element perceived as essential to the Customer. This report is elaborated in consultation with the Customer and is submitted to his approval at the end of Phase 1.
Phase 2 will be concluded with the availability of a prototype (“Prototype”) that is put at the disposal of the Customer for testing and approval.
During phase 3, the Customer will have the possibility to consult and test the Product, to make comments, request non-structural changes such as the remedies of technical problems. The changes requested at this stage cannot entail a reconsideration of the elements laid out in the Report or the main characteristics of the Prototype. Phase 3 will be concluded with the availability of a test version of the Product that is put at the disposal of the Customer for approval.
Phase 4 encompasses a testing period of 15 calendar days, which allows the Customer to fully use and test the Product in order to identify any functional problems that might occur and to request QUOP to remedy such problems within a reasonable time frame. Phase 4 will be concluded automatically either after 15 calendar days, either at the moment where functional problems are solved by QUOP.
At the end of Phase 4, the Product is presumed to be definitively and irrevocably accepted by the Customer.
Any changes or corrections after the end of Phase 4, as well as any structural changes after the end of Phase 2 entail the right for QUOP to charge additional services at an hourly rate of 60 Euros per hour (VAT excluded).
The Services performed by QUOP will be considered, in any circumstances, to be an obligation of means.
During all Phases, the Customer shall keep at QUOP's disposal all information that may contribute to the successful performance of the Services.
4. The Fundia Platform
QUOP will provide the use of an online platform (“Fundia Platform”) to its (potential) Customers in order to help them to achieve technological partnerships to develop digital products and tackle common challenges, enabling small structures and NPOs to increase awareness, structure transparency, influence and trust and volunteers engagement, personalize donation process, raise easily funds, find people who want to engage and decentralize services.
The Fundia Platform uses an algorithm that classifies projects by action area, localization, categories of European social progress Terms, tags and audiences.4.1. Content of the Fundia Platform
The content on the Fundia Platform is added by both QUOP and the users of the Fundia Platform, whether or not through automated processes.
The Fundia Platform can therefore be qualified as user generated content (UGC). The greatest care is taken with the information that appears on the Fundia Platform so that it can be qualified as complete, correct, up to date and accurate. QUOP is not obliged to check the content prior to the posting of this content on the Fundia Platform, nor is it obliged to carry out thorough a posteriori checks. The contents of the Fundia Platform are purely informative, regardless of whether the information comes from QUOP or third parties. The information provided is not expert advice
If any of the content on the Fundia Platform constitutes a violation of the Terms and Conditions, the applicable legislation and/or a violation of the rights of third parties and/or is simply not acceptable, the users are kindly requested to report this as soon as possible. QUOP will take the appropriate measures, which may consist of (partial or total) changes, additions or deletions.
The user posting content on the Fundia Platform is responsible for ensuring that such content is posted on the relevant and appropriate website, always in a language that is understandable to the other users of the Fundia Platform and in a way that the content is not misleading.4.2. Use of the Fundia Platform
Each user has a limited right to access, use and display the Fundia Platform (in short: right of use). The scope of this right of use will vary according to the possible registration and the quality of the user.
The right of use is granted in the form of a limited, revocable, non-exclusive and non-transferable license. However, this license does not entitle the user to sell, republish, redistribute, transfer or license the Fundia Platform, the underlying database and the content.
The user may terminate his right of use at any time and without further notice by discontinuing his use thereof. Please note that such termination does not imply any automatic deletion of the user profile. If, in addition, the user wishes to delete his/her user profile, he/she must exercise his/her right by sending a dated, written request to QUOP, by post or by e-mail.
Depending on the functionalities assigned to him, the user has the right to add content to the Fundia Platform. By posting content on the Fundia Platform, the user grants QUOP a perpetual, free, transferable license to use, reproduce, process and communicate this content to third parties to the extent necessary to provide the Fundia Platform's services. This license applies to all types of intellectual property rights involved.
Access to the services and functionalities is limited to registered and screened users. QUOP is completely free to determine these terms and conditions at its own discretion and to change them at any time.
Every registration requires the user to provide a correct, truthful, current and complete picture. Depending on the capacity of the user, certain information may be absolutely necessary to mention. This obligation applies to the creation of the user profile as well as to the future. It is the sole responsibility of the user to correct or remove outdated information and to keep the information up to date.
The user is exclusively responsible for all actions taken with the user profile and must also ensure the confidentiality of his personal user profile, including his login data. Any violation of the confidential nature must be reported to QUOP, so that the necessary measures can be taken.
QUOP does not actively monitor the created user profiles, but reserves the right to take appropriate measures in cases where this is required.
The right of use has limits, despite its large scope. It is limited in the sense that the use may not conflict with our General Terms, the applicable legislation, the rights of third parties and generally accepted principles regarding the internet.
If the user violates the General Terms and the obligations known to him, applicable law, rights of third parties or generally accepted internet rules of conduct, QUOP reserves the right to take all reasonable and appropriate measures. QUOP unilaterally decides whether or not to take a sanctioning and remedial measure and the scope of that measure.
Among other things, QUOP has the possibility to undertake a temporary and/or permanent suspension of the right of use. The same applies to the removal of a user profile. In addition, QUOP may limit the user's general access to and access to functionalities on the Fundia Platform in whole or in part. This can be either temporary or permanent. The removal of a user profile may imply the (future) removal of all added content.
These measures may be taken without prior warning and/or notification if the situation so requires. Under no circumstances does the user have the right to request compensation for the measures taken.4.3 Limitation of the scope of the activities exercised through the Fundia Platform
QUOP does not provide any investment service or carry out any other investment activity through the Fundia Platform within the meaning of the law of 25 October 2016 on access to the activity of investment service provider and on the legal status and supervision of portfolio management and investment advice companies. In particular, QUOP will not receive, transmit or execute orders relating to financial instruments. Nor does QUOP carry out any activity with regard to investment advice within the meaning of the aforementioned law of 25 October 2016 and does not provide personalized recommendations within the meaning of said law. Nor does QUOP carry out any asset management activity or any activity in the placement of financial instruments within the meaning of the aforementioned law of 25 October 2016.
QUOP does not act as a financial intermediary, nor as a qualified intermediary within the meaning of articles 2, 9° and 10° of the law of 2 August 2002 on the supervision of the financial sector and on financial services, nor as an intermediary in banking and investment services within the meaning of article 4 of the law of 22 March 2006 on intermediation in banking and investment services and on the distribution of financial instruments.
QUOP also does not act as a provider of payment services within the meaning of book VII of the Code of Economic Law on payment services and credit.
Finally, QUOP does not exercise any intermediation activity requiring a regulated status within the meaning of the law of 11 July 2018 on public offers of investment instruments and the admission to trading of investment instruments on regulated markets.
5. Intellectual property5.1. Intellectual property rights of QUOP
The Customer explicitly acknowledges that QUOP is and remains the sole owner of any intellectual property rights relating to the Product and Services. All such rights and goodwill are, and shall remain, vested with QUOP.
Consequently, the rights granted to the Customer solely imply the right to use the Product and Services and no implied licenses shall be granted under this agreement.
The Customer shall thus not use any trademark, tradename, or brand name of QUOP (such as but not limited to the use thereof in metatags, keywords or hidden text), without the explicit written approval from QUOP.
Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of QUOP, the Customer shall not perform or authorize any third party to perform any act which would or might invalidate or be inconsistent with any intellectual property of QUOP – including without being limited to any patent, copyright, registered design, trade mark or other industrial or intellectual property rights – and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect.
The Customer undertakes to notify QUOP of any actual, threatened or suspected infringement of any intellectual property rights of QUOP which comes to the Customer’s notice, and of any claim by any third party due to use of the Product and Services.5.2. Documentation
Subject to these General Terms, QUOP hereby grants to the Customer an exclusive, non-transferable license to reproduce copies of any documentation related to the Product and the Services, solely for use by the Customer in connection to his user rights. Customer acknowledges that:
- no right is granted to publish, modify, adapt, translate or create derivative works of the documentation;
- the documentation is part of QUOP's intellectual property and hereby agrees to accurately reproduce all proprietary notices, including any copyright notices, trademark notices or confidentiality notices, that are contained within any copies of said documentation.
Further, without conveying any right, title or interest, parties agree that QUOP is allowed to make accurate informational references to Customer’s trade names, trademarks or service marks in connection with its performance of the Services, for example through branding Customer’s landing page by means of the latter’s trade names, trademarks or service marks, subject to the condition that QUOP shall promptly cease any use of any trade name, trademark or service mark owned by the Customer in connection with the performance of the Services upon receipt of notice from the Customer to discontinue such use.
The price of the Services will be agreed upon according to the scope of the Services and the instructions of the Customer. All prices are expressed in euros VAT excluded.
The price of the Services does not include and the Customer is responsible for all taxes (except taxes on QUOP’s income) tariffs, and any similar charges imposed upon or related to the Services or the Product or their delivery or use.
If the scope of the Services turns out to be more encompassing than initially agreed upon or surpasses what could reasonably expected, QUOP has the right to charge its additional services at an hourly rate of …. Euros per hour (VAT excluded).
QUOP undertakes to invoice its Customers. It will do so on a regular basis for the Services rendered during the past period. QUOP has the right to invoice advances for the Services to be provided in the following months.
By ordering the Services, the Customer expressly agrees to electronic invoicing by QUOP unless agreed otherwise in writing by parties. The invoice will be sent to the (electronic) address provided by the Customer with his order. The Customer undertakes to inform QUOP in time of any changes in respect to this.
7. Payment7.1. Payment
The invoiced amount has to be paid within 15 calendar days of the invoice date.
At the start of every Phase, QUOP has the right to invoice an advance payment ranging from 30 to 50% of the total price agreed upon for said Phase.
Invoices may only be legitimately disputed by the Customer in writing within 7 calendar days after the invoice date, stating the invoice date, the invoice number and detailed reasons. Such dispute does not discharge the Customer from his/her obligation to pay.
The unconditional payment by the Customer of the invoice amount is considered explicit acceptance of the invoice.
Part payments by the Customer are always accepted subject to change and without any prejudice, and first allocated to the collection costs, next to the damages, the interest due and, finally, to the principal sum, with preference given to allocation to the oldest outstanding principal sum.
If the Customer terminates the agreement, the amounts already paid to QUOP (irrespective of what period eventual advance payments related to) will be kept by QUOP and will not be returned.
In accordance with the provisions of the Belgian Financial Securities Act of 15 December 2004, QUOP and the Customer compensate and offset automatically and by operation of law all current and future debts they owe each other. This means that in the permanent relationship between QUOP and the Customer only the highest debt remains on balance after the aforementioned automatic settlement. This setoff may at least be relied on with respect to the bankruptcy trustee and the other concurrent creditors, who will therefore not be able to oppose the setoff implemented by the parties.7.2. Non- or late payment
For each invoice that has not been paid in full or in part by the Customer on the due date, the latter is liable to pay – by operation of law and without prior notice of default – late payment interest of 1% per month in arrears, whereby a month that has already started is to be considered as fully completed The amount due will, moreover, be increased by 15% of the invoice amount, with a minimum of € 50 (excl. VAT) by way of lump sum compensation, without prejudice to QUOP’s right to claim compensation for higher proven damage.
QUOP also reserves the right to suspend the Services until it has received actual and full payment from the Customer.
Non-payment on the due date will also result in all other invoices of QUOP to the Customer immediately becoming due and payable, even if they have not yet fallen due, and all permitted payment conditions will cease to apply. The same applies in the event of an imminent bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact showing that the Customer is insolvent.
8. Cancellation by the Customer
If an order is cancelled, even for a part, or the Customer decides to terminate the Service Agreement prematurely, prior to or during the delivery of the Services, QUOP reserves the right to claim compensation from the Customer of 10% of the price of the cancelled order or 10% of the outstanding amount of the Services that still had to be provided according to the Service Agreement, not including VAT, irrespective of QUOP’s right to higher compensation for the damage it has actually suffered, if it is able to prove it.
9. Termination options QUOP
QUOP may terminate the Service Agreement, without any notice period nor payment, in the following cases:
- If during the course of the agreement QUOP has reasons to assume that the Customer's data are false, inaccurate or obsolete;
- If QUOP discovers or has substantial reasons to suspect that the Customer uses its Services for unauthorised purposes;
- If it is suspected that the Customer breaches the General Terms or the provisions of the Service Agreement;
- If the Customer fails to pay his outstanding invoices to QUOP in time and in full;
- In the event of an imminent bankruptcy of the professional Customer;
- In the event of force majeure or hardship, with:
- force majeure being defined as any unforeseeable and insurmountable circumstance beyond the party’s control that renders the further performance of the Service Agreement reasonably impossible, including delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, QUOP;
- hardship being defined as any unforeseen circumstance beyond the party’s control that fundamentally alters the equilibrium of the Service Agreement resulting in an excessive burden being placed on one of the parties involved.
10. Customer and third-party content
The Customer is solely responsible for its own as well as for any third-party content made available through the Product. The Customer is solely responsible for all Content that he uploads, downloads, posts, emails or otherwise transmits to or through the Product. The Product will be operated under the exclusive responsibility of the Customer, who is solely liable for complying with laws and regulations applicable to the content made available through the Product.
QUOP is not liable for any content, advertising, products or other materials on or available from the Product. QUOP should not be taken to be endorsing, publishing, permitting or authorizing such content.
QUOP is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through the Product.
11. Third Party Services
The Customer may be offered services, products and promotions provided by third parties and not by QUOP, including, but not limited to, third party developers who use QUOP’s services (“Third Party Services”). If the Customer decides to use Third Party Services, the Customer will be responsible for reviewing and understanding the terms and conditions for these services. QUOP is not responsible or liable for the performance of any Third Party Services.
The Customer shall not issue or make any publicity release (including press releases and advertising of Services rendered by QUOP) or other public statement: (i) relating to the Service Agreement; (ii) using QUOP’s name or referencing to QUOP or its Services for any other purpose than promoting the Product; or (iii) suggesting or implying any endorsement by QUOP without the prior written approval of QUOP, which QUOP may withhold at its sole discretion.
13. Disclaimer, liability, exclusion, liability limitation, release and indemnity
QUOP does not accept any liability for the Customer’s access and use of the Product.13.1. Disclaimer
The Customer’s access and use of the Product is at his own risk. The Product is provided on an "as is" basis, and without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, durability, availability, timeliness, accuracy or completeness, all of which are hereby disclaimed by QUOP to the fullest extent permitted by law.
Furthermore, QUOP does not warrant that the Product will meet all of Customer’s requirements. Moreover since the Customer has the possibility to test the Product during Phases 3 and 4, the Customer declares to have been sufficiently informed about the content and the scope of the Product.
The Customer is solely responsible for obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for him to access and use the Product, unless otherwise provided for explicitly in writing.
The use of the Product may be subject to interruption and disruption, and inadvertent or deliberate breaches of security and privacy. The operation of the Product may be affected by numerous factors beyond QUOP’s control. The operation of the Product may not be continuous or uninterrupted, secure or private.
Without limiting the generality of the foregoing, QUOP makes no representation, warranty or condition that:
- the Product will be compatible with the Customer’s computer and related equipment and software;
- the Product will be available or will function without interruption or will be free of errors or that any errors will be corrected;
- the Product or (analyses) derived from the Product will meet your requirements;
- the information contained in the Product or (analyses) derived from the Product will be accurate, complete, sequential or timely;
- certain or any results may be obtained through the use of the Product;
- the use of the Product, including the browsing and downloading of any information, will be free of viruses, trojan horses, worms or other destructive or disruptive components; or
- the use of the Product will not infringe the rights (including intellectual property rights) of any person; and QUOP disclaims any and all liability regarding such matters to the fullest extent permitted by law.
QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers will not be liable to the Customer or any other person for any loss or damages suffered by the Customer or any other person as a result of any failure or refusal by QUOP to give effect to, or for any failure or delay by QUOP in receiving, accessing, processing or accepting, any communication sent to QUOP, or for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Product.
The Customer agrees that QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers have no responsibility for any damages suffered by the Customer in connection with the Product or any content, whether or not uploaded, downloaded, posted, emailed, analyzed or otherwise transmitted to or through the Product by the Customer or by QUOP. The Customer expressly agrees that use of this Product, including all content, data or software distributed by, downloaded or accessed from or through this Product, is at the Customer’s sole risk. The Customer understands and agrees that he will be solely responsible for any damage to his business, his computer system or loss of data that results from the download of such content, data and/or software, as well as for damages suffered by third parties who’s rights (including but not limited to privacy and intellectual property rights) may have been violated by the uploading, downloading, posting, emailing, analyzing or otherwise transmitting of content by the Customer.
The Customer acknowledges that QUOP does not control in any respect any information, products, or services offered by third parties on or through the Product.
Except as otherwise agreed in writing, QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through the Product.
No advice or information, whether oral or written, obtained by the Customer from QUOP or through or from the Product shall create any warranty not expressly stated in the Service Agreement.13.2. Limitation of liability
QUOP’s liability shall be limited to the lower of the following two amounts: (i) the total invoice value of the Services, or (ii) the amount of the payment of the insurance policies entered into by QUOP and in any case be limited to the liability mandatory under Belgian law.
QUOP shall neither be liable for:
- Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill and damage to the property of the Customer caused by the Product). This limitation of liability also applies when QUOP has been specifically informed of the potential loss by the Customer;
- Defects that have been caused directly or indirectly by an act on the part of the Customer or a third party, irrespective of whether they are caused by an error or negligence;
- Damage caused by using the Product for a different purpose than the purpose for which it has been developed or is intended by QUOP;
- Additional damage caused by continued use by the Customer after a defect has been detected;
- The loss or incorrect use of the Customer’s data;
- Damage caused by non-compliance with any advice and/or guidelines that may be given by QUOP, which the latter always provides on a discretionary basis;
- Damage caused by force majeure or hardship.
The Customer hereby releases, remises and forever discharges each of QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons, from any and all manner of rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs, and disbursements of any nature and kind whatsoever and howsoever arising, whether known or unknown, now or hereafter, from, relating to, or in connection with the Customer’s access and use of the Product.13.4. Indemnity
The Customer agrees to indemnify, defend and hold harmless each of QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers and all of their respective franchisees, partners, agents, directors, officers, employees, information providers, service providers, suppliers, subcontractors, licensors and licensees, and all other related, associated, or connected persons (collectively, the "Indemnified Parties") from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the Indemnified Parties in connection with any claim or demand arising out of, related to, or connected with the Customer’s use of the Product, the Customer’s uploads, downloads, posts, emails, analyses or otherwise transmissions of Content or information or the Customer’s breach of the Service Agreement. The Customer will assist and cooperate as fully as reasonably required by the Indemnified Parties in the defense of any claim or demand. Advice and information provided by QUOP and its directors, affiliates, subsidiaries, contractors, agents, representatives and employees and providers or their respective representatives, whether oral or written, will not create any representation, warranty or condition or vary or amend the Service Agreement or the General Terms, including the above disclaimer, liability exclusion, liability limitation, release and indemnity provisions, and the Customer may not rely upon any such advice or information.
14. Personal data and privacy
All arrangements made between parties that imply the use and processing of personal data shall be solely governed by QUOP’s privacy declaration, that can be consulted on QUOP’s website. Following the above, the Customer acknowledges explicitly that by ordering the Services or entering into an agreement with QUOP, the Customer acknowledges to have read and accept the privacy declaration in its entirety.
All information (including but not limited to all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications) exchanged between parties prior to entering into an agreement as well as during the agreement shall be considered confidential and be treated by each party with the utmost secrecy and thus more specifically the recipient shall:
- Solely use the confidential information for its own account and under the utmost secrecy;
- Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than the (possible) cooperation between parties;
- Not engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information;
- Not derive any commercial benefit from the confidential information;
- Not divulge, disclose or make the confidential information, of which it has knowledge, available to any third party, without the express written consent of the disclosing party;
- Disclose such confidential Information only to those employees who need to know such information within the framework of the (possible) cooperation between parties, and the recipient certifies and warrants that these employees have previously agreed, as a condition to employment, to be bound by terms and conditions substantially similar to provisions applicable to the recipient under these terms of service.
The obligations, as determined in the previous paragraph, are not applicable to the following information:
- Information, which is publicly available, publicly spread and/or known by the general public at the time of its communication;
- Information which is obtained in a lawful manner by the recipient on a non-confidential basis from any party other than the disclosing party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;
- Information which disclosure/announcement is required by law or by a court or other government decision (of any kind). In such case the recipient shall, prior to any disclosure/announcement discuss the scope and manner of such disclosure/announcement with the disclosing party.
This confidentiality obligation applies during the course of the cooperation between parties and will continue to exist for a period of five (5) years starting from the termination of the cooperation for any reason whatsoever.
- The disclosing party shall remain at any moment the sole owner of its confidential information. Except as expressly set forth herein, nothing in these terms of service or the relationship between parties shall grant to the recipient any rights to or interest in the confidential information, and no implied licenses are granted by these terms of service.
- This confidentiality obligation shall, however, in no event imply that QUOP shall not be entitled to use and/or commercialize any ideas, input, feedback received from the Customer, which may serve to improve and/or expand the Services.
- Without prejudice to the foregoing, Customer acknowledges that in the event a non-disclosure agreement is signed between parties, such non-disclosure agreement shall prevail.
QUOP may, at its option, subcontract the Services.
16. Governing law and jurisdiction
Any dispute arising from the Service Agreement, the General Terms or any other agreement between QUOP and the Customer will be governed by Belgian law. The Belgian courts and tribunals are to have exclusive jurisdiction for the purpose of hearing and determining any suit, action or proceedings and/or to settle any disputes arising out of or in any way relating to the Service Agreement, the General Terms or any other agreement between QUOP and the Customer.
17. Limitation on time to initiate a dispute
Any action or proceeding by the Customer relating to any dispute must commence within one year after the cause of action accrues.
These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by the Customer and any attempted transfer or assignment will be null and void.
The invalidity of one or more provisions of these General Terms or any part thereof shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In case of invalidity, parties shall negotiate to replace the invalid provision by an equivalent provision in accordance with the spirit of these General Terms. If parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.
The (repeated) failure by QUOP to exercise any right may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of rights.
These General Terms shall not affect the mandatory legal rights granted to the consumer-Customer under the Belgian legislation relating to consumer protection.
These General Terms do not limit any rights that QUOP may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
QUOP reserves the right to change its General Terms whenever it wishes to do so through a notification of the Customer within a reasonable delay, provided that the new terms are read and accepted by the Customer.
These General Terms must be read together with QUOP’s privacy declaration and may at all times be consulted on the website.