Terms of Service
Laatste update 6 maanden geleden
In these terms of service, the following concepts shall have the meaning described in this article (when written with a capital letter).
‘Access Rights’: all contractual rights to access, receive and use the Services in accordance with the technical protocols and procedures established by JUSTIFIED pursuant to the agreement between the parties;
‘Administrator': the user, who is responsible for the Administrator account;
‘Administrator account': the user account of the Customer, which can solely be accessed and used by the Administrator and through which the Administrator shall be able to (i) use the Tool, App and Services in accordance with Customer’s order, (ii) change the configuration settings (including but not limited to adding additional Services or features) and (iii)creating additional accounts for Users;
‘App’: the mobile application of the Tool through which the Services can be used;
‘Communication’: any communication sent by JUSTIFIED via email at regular times concerning Services-related announcements, administrative e-mails and newsletters;
‘Customer': every natural person or legal entity, as well as anyone who orders the Services from JUSTIFIED and/or enters into an agreement with JUSTIFIED in the name of or on behalf of this legal entity. Every natural person is considered to be at least 18 years of age;
‘Customer data': any and all content, information and data – including personal data – pertaining to prospects, business partners, clients and/or customers of the Customer (non-limitative) entered and uploaded into the Tool and/or App by the Customer by using the Services;
‘Documentation': any documentation provided by JUSTIFIED regarding the Tool, App and Services as well as the Website and including any documentation, tutorials or other available on the Website;
‘Privacy Statement': the privacy statement of JUSTIFIED as available on https://intercom.help/justified/nl/articles/3895010-privacy-policy ;
‘Services': the collection of unpaid invoices entrusted to JUSTIFIED at the request of the Customer via one of the collection parties (including the lawyer, the collection agency and the bailiff) as well as the follow-up and centralisation of all received and returned data on the Tool;
‘JUSTIFIED': the limited company 'JUSTIFIED', with its registered office at Italiëlaan 14A, 2440 Geel, Belgium, VAT: BE 0701.944.062;
‘Indemnitee': every JUSTIFIED officer, director, partner, employee and affiliate;
‘Term’: the initial or renewed term during which the Customer can make use of the Tool, App and Services, as selected by the Customer when ordering the Services;
‘Tool': the online application developed by JUSTIFIED, with the brand name 'JUSTIFIED®';
‘User': any user of the Customer, other than the Administrator, for whom the Customer has also ordered a User Account;
‘User account': the user account, which can be accessed by a User through his/her personal login in order to make use of the he Tool, App and Services;
JUSTIFIED has developed a tool that determines through which collection party (a lawyer, a bailiff, a collection agency, or a combination of these parties) a certain unpaid invoice is best recovered. This tool transfers the file to one of the affiliated recovery parties and centralizes all the data on the progress of the recovery process by the assigned recovery party, all this with the aim of more effective collection of unpaid invoices from its Customers.
Every commercial relationship between JUSTIFIED and the Customer shall be governed by the terms of service as laid down in this document. JUSTIFIED's Services are ordered at least by uploading a copy of the unpaid invoice to be collected into the Tool.
By ordering the Services or entering into an agreement with JUSTIFIED - even when registering as an Administrator - the Customer acknowledges to have read these Terms of Service and the Privacy Statement and thereby accepts both. The terms of service always take precedence over the terms and conditions of the Customer, even if they stipulate that they are the only valid conditions.
By ordering the Services or entering into an agreement with JUSTIFIED, the Customer appoints JUSTIFIED as its mandated party to take care of the collection of the uploaded invoices on his/her behalf via the collection party chosen by JUSTIFIED, as well as to follow up the progress of its files and to display the relevant dates in the Tool. JUSTIFIED undertakes to ensure that the appointed collection party or parties have all available useful information within a reasonable period of time in order to represent the Customer’s interests as well as possible.
Subject to explicit instructions to that effect when ordering the Services or entering into an agreement with JUSTIFIED, JUSTIFIED will decide which payment facilities will be granted. JUSTIFIED will instruct the appointed collection parties to transfer the available funds - unless otherwise instructed at the start of the Agreement - to the account number of the Customer as soon as the file has been fully settled or must be closed.
The invalidity of one or more provisions of these terms of service 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 terms of service. 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 JUSTIFIED 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 terms of service shall not affect the mandatory legal rights granted to the consumer-Customer under the Belgian legislation relating to consumer protection.
JUSTIFIED reserves the right to change its terms of service whenever it wishes to do so by a change on its Website. JUSTIFIED undertakes to notify the Customer thereof through (i) an announcement on its Website within a reasonable term prior to the application of the amended terms of service and/or (ii) through the JUSTIFIED Communication.
These terms of service must be read together with JUSTIFIED’s Privacy Declaration and may at all times be consulted on the Website.
Catalogues, brochures, newsletters, folders, JUSTIFIED Communications and other publicity announcements, as well as announcements on the Website are entirely non-binding, and may only be regarded by the Customer as an invitation to order the Services, unless explicitly specified otherwise.
Every offer shall only be valid for (i) a specific order and shall thus not automatically apply to subsequent (similar) orders as well as (ii) the duration as stipulated therein.
4. Conclusion of the Agreement
Active Administrator Account
If the Customer registers via the website, he has an active Administrator account and the Customer can order the Services via the Administrator account by clicking on the 'new file' button or agree to the proposed offer. An agreement only becomes effective after an electronic confirmation of the order (unless the Customer deactivates this Communication in his account) or when JUSTIFIED makes the Services available to the Customer.
Non-active Administrator Account
If the User does not have an active Administrator account, but would like to order the Services after calculating his price quote via the Tool, the Customer must register with the order.
The Customer represents and warrants in any case that (i) all submitted (registration) information is complete, truthful and accurate, (ii) he will maintain the accuracy of such information and that (iii) the unpaid invoices to be recovered are due and payable and that the Customer has taken all necessary steps to which he/she is legally and/or contractually bound. As soon as he/she receives a direct payment from his/her Client, the Customer undertakes to immediately notify JUSTIFIED of this via the Tool. Possible wrongful and/or useless costs, which were made because the Customer failed to do so, will be charged to the Customer.
At all times, JUSTIFIED shall be entitled to request additional information about the Customer, his activities or creditworthiness. In (i) absence of communication thereof, (ii) case of doubts by JUSTIFIED of the identity of the Customer or (iii) case there are indications that the Customer intends to resell the Services himself, JUSTIFIED shall be entitled to refuse performance of the order or to suspend it. A refusal to provide the Services will never entitle the Customer to receive any form of compensation or damages. The Customer undertakes to answer any additional questions immediately and to add any requested supporting documents immediately.
Any changes or additions to the Agreement after the Administrator Account (and additional User Account(s)) have been provided will only be considered valid after written approval of and implementation by JUSTIFIED.
Following conclusion of the agreement, the Customer shall be granted access to the Tool, App and Services, which is provided as ‘Software as a Service (SaaS)’. Such right of access merely implies a non-exclusive and non-transferable right to use the Tool, App and Services.
Providing the Administrator Account to the Customer will be considered a delivery of the Tool, App and Services.
The Customer is obliged to inform JUSTIFIED within 48 hours following delivery of any non-conformity through the helpdesk or by sending an e-mail ([email protected]).
If no complaints are made within such timeframe of 48 hours, the Customer is deemed to have approved and accepted the delivery.
6. Administrator Account / User Account
The Customer shall be able to access the Tool and App as well as make use of the Services through the Administrator Account and the additional User Accounts.
The Administrator shall be solely responsible for every use and activity of the Administrator Account.The Administrator determines the extent of the rights of the User Accounts and the Administrator shall always remain responsible for every use of the User Accounts.
Each User Account (including the Administrator Account) belongs to one person only and may therefore not be shared with other persons. The Administrator as well as every User is advised to create a unique password, to change it frequently and/or to use two-factor authentication.
The Customer shall be solely responsible for the protection and security of the Administration Account and the User Accounts. In this context, the Administrator and every User must ensure the confidentiality of their respective account, including the confidentiality of the login-data such as the password. Consequently, they may not even disclose their login-data to JUSTIFIED (for example, when seeking assistance of JUSTIFIED through the helpdesk). Each loss or misuse of such login-data may therefore lead to liability towards JUSTIFIED.
Furthermore, it is strictly forbidden to:
- Ask for the login-data of other users;
- Login onto one other’s account;
- Use the Tool, App and Services in a fraudulent manner (e.g. the use of a false account and/or providing false information is considered as fraudulent use);
- Pretend to be another (legal or natural) person when using the Tool, App and Services without the necessary permission. Such action may lead to civil and criminal sanctions.
The Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform JUSTIFIED in writing of such use and of every controversial registration it notices.
A well-reasoned and founded notification may lead to temporary and/or perpetual suspension and/or removal of Administration Account and/or the User Accounts. JUSTIFIED preserves itself a wide margin of discretion to ensure best quality of the Services. In any event, JUSTIFIED will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.
7. No Right to Withdrawal
Pursuant to Book VI Market Practices & Consumer Protection of the Belgian Business Code (‘WER’), every Customer (in his capacity of a consumer) has a right of withdrawal with regard to products and/or services purchased through the Internet, by email or phone.
However, the delivery of the Services – being the delivery of digital content, which is not delivered on a tangible medium – is to be considered an exception to the right of withdrawal since the consumer-Customer expressly (i) agrees that the delivery of the Services may commence as well as (ii) acknowledges that he shall no longer be entitled to use his right of withdrawal (art. VI.53 °13 WER). Consequently, the consumer-Customer is no longer entitled to a right of withdrawal with regard to the Services ordered.
Professional Customers shall under no circumstances have a right of withdrawal.
Orders are offered by Justified (i) at the price calculated via the Website unless JUSTIFIED determines that the Customer data is incorrect, or (ii) at the price agreed in a separate agreement.
If, at the time of collection, the Customer's data is found to be incomplete or inaccurate, as a result of which the collection cannot be continued in accordance with the procedure provided for, any costs incurred in connection therewith will be at the Customer's expense.
In the event of full recovery of the unpaid invoice, the Customer will receive the invoice amount, the compensation clause and the interest, minus the VAT on the recovered increases and litigation fees. The recovered surcharges as well as the litigation fees shall constitute a fee for the benefit of JUSTIFIED and the appointed collection parties. In the event of non-recovery, no additional costs or fees shall be charged to the Customer by the appointed recovery parties or JUSTIFIED.
If, during JUSTIFIED's collection process, the unpaid invoice is disputed, the dispute will be examined by a lawyer appointed by JUSTIFIED. If this lawyer appointed by JUSTIFIED is of the opinion that the collection process can continue despite the dispute, an additional cost will be charged in accordance with the offer. On the other hand, the customer has the right to terminate the Agreement at any time. If this is the case or if JUSTIFIED's appointed attorney at law is of the opinion that the collection process cannot continue in view of the dispute, JUSTIFIED will close the collection process and the Customer will be charged the actual costs (collection office, bailiff, attorney at law) that exceed the offer.
If the Customer opts for additional Users and/or for one or more Additional Services, JUSTIFIED reserves the right to charge a monthly price per Additional Service in addition to the aforementioned prices.
The Services are always sold at the prices stated on the Website or communicated by e-mail or telephone at the time of purchase and as applicable for the country in which the Customer is located. The prices are expressed in euros and exclusive of VAT, unless when specifically determined otherwise.
Under no circumstances JUSTIFIED guarantees that it will maintain its price quotations on the Website for a specific period of time, since this depends on the market structure, nor does JUSTIFIED guarantee that it will maintain the same prices in every country in which it is active.
Any commercial discounts offered by JUSTIFIED, regardless of their form (such as price reductions and discounts), shall only be applicable in accordance with the guidelines and conditions expressly stated in this regard. The Customer acknowledges that discounts (as well as any other promotional gifts) cannot be accumulated, are personal by nature and can never give rise to acquired rights.
By ordering the Services, the Customer expressly agrees to electronic invoicing by JUSTIFIED, unless agreed otherwise in writing by parties.
Invoices relating to additional orders that are ordered after the conclusion of the first agreement will be sent to the Customer within a reasonable period of time after the respective order has been placed.
An invoice will be sent to the (electronic) address provided by the Customer when ordering the Services. The Customer undertakes to inform JUSTIFIED as soon as possible of any changes in respect to thereto.
Unless expressly agreed otherwise, JUSTIFIED's invoices are automatically collected by JUSTIFIED in full via credit card or by bank transfer - depending on the Customer’s preference when ordering the Services - on the invoice date (and without any discount wathsoever). In so far as collection through credit card is impossible, the invoiced amount has to be paid within 14 calendar days of the invoice date.
For the processing of its payments, JUSTIFIED makes use of the services of external professional and specialized partners who operate a payment platform. The online payments are built with the aid of secure protocols. All online payments are subject to the general terms and conditions of the external administrator of the payment platform, who has exclusive responsibility for the correct processing of all online payments.
The financial data of the Customer that is entered as part of an online payment is only exchanged between the external partner and the financial institutions concerned. JUSTIFIED has no access to the confidential financial data of the Customer.
Invoices may only be legitimately disputed by the Customer via email ([email protected]) 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 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 (for whatsoever reason), the amounts already paid to JUSTIFIED will shall be kept by JUSTIFIED and not returned.
10. Consequences of 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, while the amount due will be increased with all collection costs paid by JUSTIFIED in connection with the collection of the debt, plus 20% of the invoice amount, with a minimum of € 150 (excl. VAT) by way of lump sum damages, without prejudice to JUSTIFIED’s right to claim higher compensation.
JUSTIFIED also reserves the right to (temporarily) suspend the access to the Services until it has received actual and full payment from the Customer. Moreover, JUSTIFIED can consider the entire order (or part thereof) as cancelled if the aforementioned payment did not take place, even after formal notice was given, and – in addition – JUSTIFIED is entitled to claim a fixed compensation of 20 % of the price (excluding VAT), with a minimum of 100 Euro, without prejudice to its right to compensation for higher proven damage.
This will also result in all other invoices of JUSTIFIED 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.
11. Use of the Services
For as long as this agreement remains in effect, the Customer can make use of the Tool, App and the Services within the scope of the Access Rights of the Customer, of which the scope is determined when ordering the Services. The scope of such Access Rights can be limited or extended during the Term of the agreement.
The Customer acknowledges that only his Administrator and Users may use the Tool, App and the Services and this for Customer’s internal business purposes solely and in compliance with all applicable laws, rules and regulations issued by governing authorities. Customer agrees that compliance with this article is an essential basis of the agreement.
Use of and access to the Services by the Customer presupposes an Internet connection and the use of a modern web browser (such as but not limited to the most recent version of Google Chrome). If an obsolete web browser is used, the Customer may not be able to use all functions of the Services or these functions may not operate optimally.
The Customer shall be fully responsible for compliance with these terms of service, as well as for the acts and omissions of all users who make use of the Tool, App and Services through the Administrator Account and/or User Account. The Customer shall not authorize access to or permit use of the Tool, App and Services nor the Documentation by persons other than the Administrator or the Users.
Customer agrees not to misuse the Access Rights and shall thus not, without this list being exhaustive:
- Sell, resell, license, sublicense, rent, lease or distribute the Tool, the App, 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 Tool, App and/or Services.
- Use the Tool, App, 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 Tool, App, and Services to conduct or promote any illegal activities;
- Use the Services to stalk, harass or harm another individual;
- Disturb the good operation of the Tool, App and/or Website. 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 JUSTIFIED and its Customers. Customers should also refrain from any content that may burden or disturb the websites infrastructure and its proper functioning;
- Add content that can be described as not-appropriate regarding the aim of the Tool and/or App. JUSTIFIED reserves a large discretion and may notify Customers when touching boundaries;
- Circumvent the business-model of JUSTIFIED;
- Use the Services – partly or integrally – nor the Tool, App or Website in any manner that may give a false or misleading impression, attribution, or statement as to JUSTIFIED, or any third party.
12. Intellectual Property
Intellectual property rights of JUSTIFIED
The Customer explicitly acknowledges that JUSTIFIED is and remains the sole owner of the Tool, App and Services and/or other intellectual property rights relating thereto. All such rights and goodwill are, and shall remain, vested with JUSTIFIED.
Consequently, the Access Rights granted to the Customer solely imply the right to use – at a charge – the Tool, App and Services and no implied licenses shall be granted under this agreement.
- Under no circumstances such right:
- Entails a transfer of ownership of the Tool, App, Services and Documentation by JUSTIFIED to the Customer;
- Grants the Customer any rights to or interests in the Tool, App, Services, any trade names and/or or trademarks of JUSTIFIED, and
- Grants the Customer the right to request JUSTIFIED to deliver a copy of any software or other products utilized by JUSTIFIED to provide the Services.
The Customer shall thus not use any trademark, tradename, or brand name of JUSTIFIED (such as but not limited to the use thereof in metatags, keywords or hidden text), without the explicit written approval from JUSTIFIED.
Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of JUSTIFIED, 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 JUSTIFIED – 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 JUSTIFIED of any actual, threatened or suspected infringement of any intellectual property rights of JUSTIFIED which comes to the Customer’s notice, and of any claim by any third party due to use of the Tool, App and Services.
Subject to these terms of service, JUSTIFIED hereby grants to the Customer a non-exclusive, non-transferable license during the Term to reproduce copies of the Documentation solely for use by the Customer in connection to his Access 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 JUSTIFIED'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 the Documentation.
Intellectual property rights of the Customer
Further, without conveying any right, title or interest, parties agree that JUSTIFIED is allowed to make accurate informational references to Customer’s trade names, trademarks or service marks (collectively, the “Marks”) in connection with its performance of the Services, for example through branding Customer’s landing page by means of the latter’s Marks, subject to the condition that JUSTIFIED shall promptly cease any use of any Mark owned by Customer in connection with the performance of the Services upon (i) termination of this agreement or (ii) receipt of notice from the Customer to discontinue such use.
Every agreement closed between JUSTIFIED and the Customer concerning the use of the Tool, the App and the Services shall have a fixed duration that is at least as long as the collection process of the files covered by the Agreement.
Termination by the Customer
The Customer may terminate the Agreement by sending a written notice to that effect by e-mail to JUSTIFIED ([email protected]) at any time and for any reason.
Consequently, the Customer will be obliged to pay the actual outstanding costs to the partners of JUSTIFIED that have been engaged, as well as JUSTIFIED's fees. Under no circumstances will this entitle the Customer to claim any damages or compensation from JUSTIFIED.
However, prior to such termination by the Customer but in any case before deactivation by JUSTIFIED, the latter is obliged to export the Customer Data by using the available export tools.
Termination by JUSTIFIED
Without prejudice to any other right or remedy JUSTIFIED may have against the Customer, JUSTIFIED can terminate the agreement at any time and without legal intervention in the event of exceptional circumstances which make it impossible to continue any professional cooperation between JUSTIFIED and the Customer.
The Customer agrees that the following circumstances must be considered as exceptional circumstances:
1) If JUSTIFIED detects or has substantial reasons to assume that:
- the Customer Data are false, misleading, inaccurate or obsolete;
- the Customer materially breaches any of the provisions of these terms of service and, notwithstanding a notification from JUSTIFIED (i) to rectify the situation as well as (ii) to refrain from such a breach and, if possible, (iii) prevent such a breach or breaches from occurring in the future, fails to comply with such a request within 30 calendar days following receipt of such notification, without prejudice of JUSTIFIED to claim from the Customer an additional compensation as a result of this contractual breach;
- the Customer uses the Tool, App and Services for unauthorized, illegal and/or inappropriate purposes;
- the agreement with the Customer is based on incorrect or false information of the Customer; or
- the Customer ordered the Services for reasons that cannot be considered as objectively reasonable and acceptable.
2) If the Customer ceases its payments, files a declaration for bankruptcy, is declared bankrupt, enters into a liquidation or similar proceedings or is liquidated;
3) If the Customer commits an act of dishonesty, disloyalty or fraud with respect to JUSTIFIED, its business or the Tool, App and Services.
In the event of such termination by JUSTIFIED, notified by email, the agreement will be automatically terminated without a period of notice or compensation and without prejudice to the right of compensation.
Consequences of termination
Upon termination of the agreement:
- By the Customer, JUSTIFIED undertakes within 2 working days – but in any event not before the ongoing Term expires – to deactivate the Customer’s Administrator Account and User Accounts and shall use its best efforts to inform the Customer of such deactivation in advance;
- By JUSTIFIED, the latter shall (i) deactivate the Customer’s Administrator Account and User Accounts and (ii) notify the Customer that it has the possibility during a term, as mentioned in such notification, to export the Customer Data through the available export tools;
- JUSTIFIED is entitled to refuse any request from the Customer to enter into a (new) agreement with regard to the use of the Tool, App and Services.
- Each party will discontinue its use and will return the confidential information and proprietary materials of the other party.
If the Customer fails to have exported its Customer Data prior to terminating the agreement or within the term granted by JUSTIFIED following its termination, JUSTIFIED shall first delete the Customer Data via ‘soft deletion’ and subsequently, once a term of (maximum) six (6) months has passed, anonymize the Customer Data.
The termination of the agreement, for whatever reason, shall not prejudice the rights acquired by each party.
JUSTIFIED’s liability shall be limited to the lower of the following two amounts: (i) the invoice value of the latest invoice related to the Tool, App and Services, or (ii) the amount of the payment of the insurance policies entered into by the JUSTIFIED and in any case be limited to the liability mandatory under Belgian law.
JUSTIFIED 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 Tool, App and Services). This limitation of liability also applies when JUSTIFIED has been specifically informed of the potential loss by the Customer;
- Damage caused by using the Tool, App and Services for a different purpose than the purpose for which it has been developed or is intended by JUSTIFIED;
- Additional damage caused by continued use by the Customer, Administrator and/or Users after a defect has been detected;
- The loss or incorrect use of the Customer Data, unless this is solely due its fault;
- Damage caused by force majeure or hardship
Customer is deemed not to provide any (confidential) information (e.g. an Excel sheet with data, including Customer Data) nor any login data to any employee of JUSTIFIED in whatever manner and for whatever reason. If the Customer, in contrary to the above, does provide any of such data to JUSTIFIED, the Customer acknowledges that it is acting entirely at its own risk. In such case, JUSTIFIED cannot guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the Customer Data.
The Customer acknowledges that JUSTIFIED’s liability can only be invoked by the Customer directly and not by a third party, such as the person to whom the Customer Data relates.
The Customer shall indemnify and/or hold harmless JUSTIFIED and/or a JUSTIFIED Indemnitee from and against all claims of whatever nature that might arise from the existence, implementation, non-compliance and/or termination of these terms of service and which have been caused by his own negligence, fault or carelessness or by his Administrator and/or any of his Users.
Finally, it is the Customer its responsibility to inform his Administrator and Users of the provisions of this Article (and the remaining of these terms of service).
16. Data Processing
JUSTIFIED as data controller
The processing by JUSTIFIED of personal data concerning the (potential) Customer and/or its personnel/staff shall take place in accordance with the provisions of JUSTIFIED's Privacy Statement. In such event, JUSTIFIED acts as a data controller.
This privacy statement includes information about the personal data collected by JUSTIFIED, as well as the manner in which JUSTIFIED uses and processes this personal data. JUSTIFIED’s privacy statement can be consulted on the Website.
By ordering the Services or entering into an agreement with JUSTIFIED – including registration – the Customer acknowledges to have read the privacy statement and to fully understand its content.
JUSTIFIED as data processor
The Customer acknowledges that – with regard to the processing of Customer Data – it shall act as controller and JUSTIFIED as processor. All arrangements made between parties in this respect shall be solely governed by the data processing agreement, as concluded between parties and as made available via the Website.
Following the above, the Customer acknowledges explicitly that by ordering the Services or entering into an agreement with JUSTIFIED, the Customer acknowledges to have read and accept the data processing agreement in its entirety.
Each Customer is obliged to treat his Customer Data confidential as well as to ensure that each third party, to whom he grants access to a User Account, is bound by the same confidentiality obligations.
The Customer must be aware that when he provides his “API-key” to a third party, this leads to granting this third party full access to his Administrator Account and User Account, logins and Customer Data.
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 JUSTIFIED 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 Tool, App and 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.
In the event the Customer is in need of assistance or has an enquiry with respect to the Tool, App and Services, the Customer is advised to first consult JUSTIFIED’s FAQ page (https://intercom.help/justified/veelgestelde-vragen).
If the information provided on JUSTIFIED’s FAQ page does not provide the required assistance, the Customer may contact the JUSTIFIED helpdesk. The helpdesk can be contacted via the chatbot on the Website, by e-mail ([email protected]) or via the telephone number mentioned on the Website.
The JUSTIFIED helpdesk will do its best efforts to assist the Customer as soon as reasonably possible following the requested support.
The Customer will bear the costs made as a result of unjustified complaints and/or enquiries.
19. Availability, Maintenance and Updates
JUSTIFIED offers its Customers the possibility to check at all times, live and in real-time the availability of the Services through the Website. In the event of problems with the availability of its Services, JUSTIFIED undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appropriate, JUSTIFIED shall be free to determine on what is to be considered an adequate solution or compensation for its Customers in this respect.
JUSTIFIED wishes to keep the quality of the Tool, App and/or Services high by performing maintenance activities and implementing updates on a regular basis. JUSTIFIED undertakes to minimize the impact of such maintenance activities and updates on the availability of the Tool, App and Services but does not exclude any downtime in this respect. In any case JUSTIFIED undertakes its best effort to inform the Customer thereof in due time, unless this is impossible or not useful.
The above gives no grounds for compensation to be borne by JUSTIFIED.
20. Justified Communication
At all times, the Customer will be able to unsubscribe from JUSTIFIED’s Communication. Since the Communication is considered to form an integral part of the Services, the Customer can in no event hold JUSTIFIED liable for changes of whatever nature of which the Customer would normally have been informed through the Communication if he had not chosen to unsubscribe.
21. Force Majeure / Hardship
JUSTIFIED is not liable for any failure to meet its obligations if this failure is due to force majeure or hardship.
Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the agreement were reasonably unforeseeable and unavoidable, and which prevent JUSTIFIED from performing the agreement, or which would make the performance of the agreement more difficult, financially or otherwise, than would normally be the case (including but not limited to war, natural disasters, fire, seizure, delays with or bankruptcy of third parties engaged by JUSTIFIED, shortage of staff, strikes, organizational circumstances and threat or acts of terrorism).
The aforementioned situations entitle JUSTIFIED to review and/or suspend the agreement by simple written notice to the Customer, without being liable to pay compensation. If the situation of force majeure and/or hardship lasts longer than 2 months, JUSTIFIED will be entitled to terminate the agreement.
22. Compensation (‘Netting’)
In accordance with the provisions of the Belgian Law on Financial Collateral of 15 December 2004, parties agree that in their reciprocal relation, as from the start of the agreement between JUSTIFIED and the Customer, all currently existing as well as any future debts shall always be automatic and ipso jure be set off against each other and compensated, irrespective of their due date, their aim or the currency in which they have been expressed. In case of concurrent creditors, the claim of the other party on the party dealing with concurrent creditors shall always be limited to the remainder after the setoff of the chargeable amounts and the permanent setoff will in any case have legal effect against the curator and the remaining creditors, who can themselves therefore not object nor oppose any of the aforementioned compensations or debt comparison carried out by parties.
23. Applicable law and jurisdiction
All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this agreement shall be governed by and construed in accordance with the Belgian law.
Any dispute concerning the validity, interpretation, enforcement, performance or termination of this agreement shall be submitted to the exclusive jurisdiction of the courts where JUSTIFIED has its registered office.
Unless expressly agreed otherwise, the Customer acknowledges that the language of these conditions will also be the working language in all commercial transactions with JUSTIFIED.
The original language of these conditions is Dutch. Translations or documents drawn up in a different language will at all times be regarded as a bonus for the Customer. In the event of any conflict, the Dutch version will always prevail.