General terms and conditions
1. Important Terms
The following terms have the meanings described in this article (if written with a capital letter).
The online services that promote online management and online collaboration and that include a CRM system, calendar, quotation management, API, project planning module, invoicing module, ticketing and Voice-over-IP;
The limited liability company ‘Sabbani’, with its registered office at Kortrijksesteenweg 376, 9000 Ghent, Belgium, VAT: BE 0810.231.595, RPR Ghent, Ghent Branch;
Every manager, director, partner, employee and related entity of Ecom;
The initial or extended duration – i.e. quarter or year – during which the Client may use the Tool, the App and the Services, as chosen by the Client when ordering the Services;
The online application developed by Ecom under the brand names ‘Ecom’ and ‘EcomApp’.
Any user of the Client other than the Administrator, for which the Client also ordered a User Account;
The user account to which a User has access via his/her personal login to use the Tool, App and Services;
https://www.ecomapp.be, as well as any Ecom website of the country in which Ecom operates.
2. Scope of application
Ecom developed a Client Management (‘CRM’) and Invoicing Tool, which it offers on the market and which can be integrated with other tools. This tool, which is also available in the form of an App, integrates various Services with a view to making the company’s dealings with its Clients more effective.
Any commercial relationship between Ecom and its Clients will be governed by the terms of service as set out in this document.
By ordering the Services or entering into an agreement with Ecom – even when registering for the Demo – the Client acknowledges to have read these terms of service and the data processing agreement – which will be made available in the Management Account – and to accept them both hereby. The terms and conditions of service shall always prevail over the terms and conditions of the Client, even if they state that they are the only applicable terms and conditions.
The nullity of one or more provisions of these terms of service or any part thereof shall not affect the validity and enforceability of the remaining clauses and/or the rest of the provision in question. In the event of invalidity, the parties will enter into negotiations to replace the invalid provision with an equivalent provision in accordance with the spirit of these Terms of Service. Should the Parties fail to reach an agreement, the competent court may adjust the invalid provision to what is (legally) permitted.
The (repeated) non-exercise by Ecom of any right can only be interpreted as tolerating a certain situation and cannot lead to a lapse of rights.
These terms and conditions of service will not affect the statutory rights granted to the Consumer-Customer under Belgian consumer protection legislation.
Ecom reserves the right to amend its terms and conditions of service at its sole discretion by posting a change on its website. Ecom undertakes to inform the Customer of this by (1) placing a notice on its Website within a reasonable period prior to the application of the amended terms and conditions of service and/or (2) by means of a Communication from Ecom.
These terms of service must be read together with Ecom’s Privacy Statement and can be consulted at all times on the Website.
Catalogues, brochures, newsletters, offers, notices from Ecom and other advertising announcements as well as announcements on the Website are totally non-binding and can only be considered by the Customer as an invitation to order the Services, unless otherwise specified.
Each offer will only be valid for (1) a specific order and will therefore not automatically apply to subsequent (similar) orders, as well as for (2) the period stated in the offer.
Each potential Client shall be given the opportunity to use the Demo free of charge, after having registered for this purpose on the Website. After registration, the potential Client will receive an e-mail containing the Administrator account and the activation password.
15 calendar days after the online registration, the Demo shall automatically cease to be used. Both during and upon expiry of the Demo, the potential Client will be able to conclude a (final) agreement with Ecom on the Services. In that case, however, the conditions as described in Article 5 must be complied with.
5. Formation of the Agreement
Active Administrator account
If the Client has used the Demo and still has an active Administrator account, the Services can be ordered via the Administrator account by contacting Ecom by e-mail firstname.lastname@example.org.
An agreement only becomes effective after an electronic confirmation of the order or at the moment that Ecom makes the Services available to the Client.
Inactive Administrator account
If the User no longer has an active Administrator account, but wishes to order the Services, the Client must contact Ecom by e-mail email@example.com.
The Customer declares and guarantees in any case that (1) all entered (registration) information is complete, true and correct and that (2) he will also ensure that such information remains correct.
Ecom will at all times have the right to request additional information about the Customer, his activities or his creditworthiness. (1) If such requested information is not communicated, (2) if Ecom has doubts about the identity of the Customer or (3) if there are indications that the Customer intends to resell the Services himself, Ecom will have the right to refuse or suspend the execution of the order. A refusal to provide the Services will never give the Customer any right to claim any form of compensation or damages.
Any changes or additions to the Agreement after the Management Account has been made available will only be considered valid after written approval of and implementation by Ecom.
After the conclusion of the agreement, the Client will have access to the Tool, the App and the Services in the form of ‘Software as a Service (SaaS)’. Such a right of access implies only a non-exclusive and non-transferable right to use the Tool, the App and the Services.
The delivery of the Administrator account to the Client will be considered as the delivery of the Tool, the App and the Services.
Upon delivery, the Client is deemed to carry out an initial check, among other things with regard to the following points: the Services, being the Basic Package and/or additional functions requested and billing data. The Customer is obliged to inform Ecom within 48 hours of delivery of any non-conformity via the helpdesk or by sending an e-mail firstname.lastname@example.org.
If no complaints are notified within this 48-hour period, the Customer is deemed to have approved and accepted the delivery.
7. Administrator account/User account
The Client will be able to access the Tool and the App and will be able to use the Services via the Administrator account.
The Administrator will be solely responsible for each use and activity of the Administrator account.
The Administrator will always remain responsible for any use of the Administrator account.
The Administrator account belongs to only one person and may therefore not be shared with other persons. The Administrator is advised to create a unique password in order to change it regularly.
The Customer will be solely responsible for the protection and security of the Administrator account. In this context, the Administrator must ensure the confidentiality of his account, including the confidentiality of the login data, such as the password. Consequently, he may not even disclose his login details to Ecom (e.g. when they ask Ecom for help via the helpdesk – see Article 19). Any loss or misuse of such login data may therefore have liability consequences vis-à-vis Ecom.
Furthermore, it is strictly forbidden:
- ask other users for their login details;
- log into someone else’s account;
- use the Tool, the App and the Services in a fraudulent manner (e.g. using a false account and/or providing false information is considered fraudulent use);
- impersonate another person (natural or legal person) when using the Tool, the App and the Services without having obtained the necessary authorization to do so. Such action may result in civil and criminal penalties.
The Client must immediately (1) sanction any inappropriate and unauthorised use (2) and inform Ecom in writing of such use and any controversial registration he notices.
A well-considered and well-founded notification may lead to temporary and/or permanent suspension and/or deletion of the Administrator account and/or the User accounts. Ecom grants itself a wide discretionary power to guarantee the best quality of Service. In any event, Ecom cannot be held liable for loss or damage resulting from the Customer’s failure to comply with the above requirements.
8. No Right of Withdrawal
Pursuant to Book VI Market Practices and Consumer Protection of the Belgian Economic Law Code (‘WER’), every Customer (in his capacity as a consumer) has a right of withdrawal with regard to products and/or services purchased via the Internet, by e-mail or by telephone.
However, the delivery of the Services – consisting of the delivery of digital content that is not provided on a tangible medium – must be considered as an exception to the right of withdrawal, since the Consumer-Customer explicitly (1) agrees that the delivery of the Services may be commenced and (2) also acknowledges that he thereby loses his right of withdrawal (art. VI.53 °13 WER). Consequently, the Consumer-Client can no longer claim any right of withdrawal with respect to the Services ordered via the Demo.
Without prejudice to the foregoing, Ecom offers each Client (including a Consumer-Customer) the possibility to use the Demo prior to the conclusion of the agreement with Ecom. By offering the Demo, Ecom offers more than it is required to do by law.
Professional Clients will under no circumstances be able to benefit from any right of revocation.
The Basic Package is offered by Ecom at a fixed annual price as stated on the Website.
The prices are expressed in euros and are exclusive of VAT, unless explicitly stated otherwise.
Under no circumstances does Ecom guarantee that it will maintain its prices for a specific period, as this depends on the market structure, nor does it guarantee that it will apply the same prices in every country in which it operates. Insofar as prices are based on the then prevailing level of wage costs, costs of components/components, social security contributions and government charges, insurance premiums, costs of materials, exchange rates and/or other costs, in the event of an increase in one or more of these price factors, Ecom will be entitled to increase its prices accordingly in accordance with the legally permissible standards.
Should it indeed increase its prices, Ecom undertakes to inform its existing Customers of this at least one month prior to the application of the new prices by means of a Communication from Ecom.
Any commercial discounts on the usual prices granted verbally (e.g. by telephone) must be confirmed in writing (e.g. on the corresponding invoice) in order to be valid. The Customer acknowledges that these discounts only apply in accordance with the guidelines and conditions expressly stated herein. Such discounts shall be deemed to be granted once only for the period initially agreed upon. Any other practice should be regarded as a commercial gesture on the part of Ecom and only applies as long as it is not revoked by Ecom. The Client acknowledges that discounts (as well as any other promotional gifts) cannot be cumulated, are personal in nature and can never give rise to acquired rights.
By ordering the Services, the Customer explicitly agrees to be invoiced electronically by Ecom, unless otherwise agreed in writing by the parties.
Ecom undertakes to invoice its Customers annually when ordering the Services (see Article 5) – but always before the start of the respective Term.
An invoice will be sent to the (electronic) address indicated by the Customer when ordering the Services. The Customer undertakes to inform Ecom as soon as possible of any changes in this respect.
Unless expressly agreed otherwise, Ecom’s invoices will be automatically and fully collected by Ecom via credit card or direct debit (SEPA Direct Debit, SDD) on the invoice date (and without any discount). Insofar as collection by credit card or direct debit is impossible, the invoiced amount must be paid within 14 calendar days of the invoice date.
In the event of payment via SEPA Direct Debit (SDD), Ecom therefore formally deviates from the legal obligation to notify the amount due 14 calendar days in advance on the basis of internal procedures, before it can be collected.
To process its payments, Ecom uses the services of external professional and specialised partners who operate a payment platform. Online payments are made using secure protocols. All online payments are subject to the general terms and conditions of the external manager of the payment platform, who is also responsible for the correct processing of all online payments.
The Customer’s financial data entered as part of an online payment will only be exchanged between the external partner and the relevant financial institutions. Ecom has no access to the Customer’s confidential financial data.
Invoices can only be legally disputed by the Customer via e-mail (email@example.com) within 7 calendar days after the invoice date, stating the invoice date, the invoice number and detailed reasons. Such a dispute does not release the Client from his obligation to pay.
The unconditional payment by the Client of the invoice amount is considered as explicit acceptance of the invoice.
Partial payments by the Customer will always be accepted subject to change and without prejudice, and will first be allocated to the collection costs, then to the damage suffered, the interest due and only then to the principal sum, with preference being given to allocating the money paid to the oldest outstanding principal sum.
If the Customer terminates the Agreement (for any reason) (see Article 15), the amounts already paid to Ecom will be held by Ecom and will not be refunded.
11. Consequences of Non- or Late Payment
Any invoice that has not been paid in full or in part by the Client on the due date shall be subject to interest on arrears – ipso jure and without prior notice of default – at the rate of 1% per month of delay. A month already started shall count as a full month. In addition, the amount due will be increased by all collection costs paid by Ecom in connection with the collection of the debt, plus 20% of the invoice amount, with a minimum of €150 (excl. VAT) by way of fixed compensation, without prejudice to Ecom’s right to claim a higher compensation.
Ecom also reserves the right to (temporarily) suspend access to the Services until it has received actual and full payment from the Customer. Furthermore, Ecom may also regard the entire order (or part thereof) as cancelled if the aforementioned payment did not take place, even if the other party was formally notified in default. Finally, Ecom is also entitled to claim liquidated damages of 20% of the price (excluding VAT), with a minimum of EUR 100, without prejudice to its right to claim greater damages, should it be able to prove that the damage it suffered was actually greater.
All of this will also mean that all of Ecom’s other invoices to the Customer will immediately lapse and will have to be paid, even if they had not in fact yet lapsed, and that all of the permitted payment terms will no longer apply. The same applies in the event of impending bankruptcy, judicial or amicable dissolution, cessation of payment, as well as in the event of any other fact indicating the Client’s insolvency.
12. Use of the Services
As long as this agreement remains in force, the Client may use the Tool, the App and the Services within the scope of the Client’s Access Rights determined when ordering the Services. The scope of such Access Rights may also be limited or extended during the term of the agreement.
The Client acknowledges that only his Administrator may use the Tool, the App and the Services for the Client’s internal business purposes and in accordance with all applicable laws, rules and regulations issued by the relevant authorities. The Client agrees that compliance with this article constitutes an essential basis of the agreement.
The Customer’s use of and access to the Services presupposes that he has an internet connection and is able to use a modern web browser (including the most recent version of Google Chrome). If the Customer uses an outdated web browser, he may not be able to use all the functions of the Services or these functions may not work optimally.
The Client shall be fully responsible for compliance with these terms of service as well as for the actions and omissions of all users who use the Tool, the App and the Services via the Administrator account. The Client shall grant only the Administrator access to the Tool, the App and the Services, as well as to the Documentation, and shall not allow others to use it.
The Customer agrees not to abuse the Access Rights. This means, among other things, that it will not do the following without this list being exhaustive:
- sell, resell, license or sublicense the Tool, the App and any of the Services, rent, lease or distribute them, or offer any of the Services or any derivative works thereof in a service agency or outsourcing offer to a third party;
- copy, modify, adapt, adapt, translate or create derivative works from the Services (with the exception of the copies, modifications or derivative works made solely of the reports or statements, which are created solely for the internal business purposes of the Client);
- reverse-engineering, disassembling or decompiling the Tool, the App and/or the Services;
- use the Tool, the App and the Services for illegal or unlawful purposes or for the transmission of data, when this is illegal or defamatory, infringes another person’s privacy, is considered to be abusive, threatening or harmful or constitutes a violation of someone’s intellectual property (without this list being exhaustive);
- use the Tool, the App and the Services to engage in or promote any illegal activity;
- use the Tool, the App and the Services to distribute ‘junk mail’, ‘spam’, ‘chain mail’, ‘phishing’ or other unwanted mass e-mail;
- use the Services to stalk, harass or harm anyone;
- interfere with the proper functioning of the Tool, the App and/or the Website. This also means that Customers may not use viruses, worms, Trojan horses or other software, which may harm the services and interests of both Ecom and its Customers. Furthermore, Clients must refrain from any content that may compromise the infrastructure of the websites and their proper functioning;
- Send unsolicited and/or commercial messages, such as junk mail, spam and chain letters;
- Add content that can be described as inappropriate in light of the purpose of the Tool and/or App. Ecom grants itself a wide margin of discretion in this matter and can warn Customers when they are scanning the limits;
- circumvent Ecom’s business model;
- use the Services – in whole or in part – or the Tool, App or Website in such a way as to convey an erroneous or misleading impression, attribution or statement about Ecom or any third party.
13. Intellectual Property
Ecom’s intellectual property rights
The Client expressly acknowledges that Ecom is and remains the sole owner of the Tool, the App and the Services and/or any other intellectual property rights related thereto. All such rights and all goodwill belong to Ecom and will remain so.
Consequently, the Access Rights granted to the Client only include the right to use – for a fee – the Tool, the App and the Services and no implicit licenses will be granted under this agreement. Under no circumstances will such a right be granted:
- a transfer of ownership rights to the Tool, the App, the Services and the Documentation by Ecom to the Client;
- grant the Client any rights or interests in the Tool, the App, the Services and trade names and/or trademarks of Ecom;
- grant the Client the right to ask Ecom for a copy of any software or other products used by Ecom to provide the Services.
Consequently, the Customer will not use any trademark, trade name or brand name of Ecom (e.g. in meta tags, search terms or hidden text) without the express written approval of Ecom.
Without prejudice to the right of the Client or any third party to contest the validity of any intellectual property of Ecom, the Client will not take any action or allow any third party to take any action that could invalidate or infringe any intellectual property of Ecom. This includes patents, copyrights, registered designs, trademarks or other industrial or intellectual property rights. Furthermore, the Customer will not omit anything, nor allow a third party to omit something that would have the same effect.
The Client undertakes to inform Ecom of any actual, imminent or suspected infringement of any intellectual property right of Ecom of which he becomes aware, as well as of any claim made by a third party as a result of the use of the Tool, the App and the Services.
In accordance with these terms and conditions of service, Ecom hereby grants the Customer a non-exclusive, non-transferable licence for the duration of the agreement concluded (see Article 14) for the reproduction of copies of the Documentation, albeit solely with a view to their use by the Customer within the framework of his Access Rights. The Customer acknowledges this:
- no right is granted to publish, modify, adapt, translate or create derivative works from the Documentation;
- the Documentation forms part of Ecom’s intellectual property and hereby agrees to accurately reproduce all proprietary notices, including copyright, trademark and confidentiality notices, which copies of the Documentation may contain.
The Customer’s Intellectual Property
RightsFurthermore, the parties agree – without granting any right, claim or interest – that Ecom may make correct informative references to the Customer’s trade names, trademarks or service marks (together referred to as the ‘Marks’) in connection with its provision of the Services. This e.g. by branding the Customer’s landing page via the Customer’s Marks. A condition for this, however, is that Ecom will immediately cease all use of any Trademark belonging to the Customer in connection with the provision of the Services by
(1) Termination of this Agreement or in the event of
(2) Receipt of a notification from the Customer instructing this Ecom to cease such use.
Any agreement concluded between Ecom and the Client regarding the use of the Tool, the App and the Services will have a fixed duration of one year.
The term will be automatically extended by one year if the agreement is not terminated by the Client at the latest 15 calendar days before its expiry, which will entitle Ecom to invoice the Client for the extended term.
Termination by the Customer
The Client can terminate the Agreement by sending an email to firstname.lastname@example.org at the latest 15 calendar days prior to the expiry of his contract with the request not to extend his contract.
(1) at any time and for any reason, as long as the termination is made no later than 15 days before the end of the Duration.
Any termination by the Client less than 15 calendar days before the end of the Term will be of no use, as the contract will then be automatically renewed (see Article 14). Consequently, the Client will be obliged to pay the invoice for the extended Term, even if the Client does not intend to continue using the Tool, the App and the Services;
(2) if he cannot agree to one of the following circumstances (without this enumeration being intended to be restrictive) and if such notice is given within 30 calendar days of being notified by Ecom: (1) a change in the offer of Services that entails a significant disadvantage for the Customer; (2) a change made by Ecom to these terms and conditions of service (see Article 2) or (3) any price adjustment announced by Ecom (see Article 9). Under no circumstances will this give the Customer the right to claim any damages or compensation from Ecom;
(3) if Article 6.5 of the data processing agreement between Ecom and the Customer (see Article 17) comes into effect and the conditions, as stipulated therein, are met.
Prior to such termination by the Customer, but in any case prior to deactivation by Ecom, the Customer is obliged to export the Customer data using the available export tools.
Termination by Ecom
Without prejudice to any right or recourse that Ecom may have against the Customer, Ecom is free to terminate the agreement at any time and without judicial intervention in the event of exceptional circumstances that make it impossible to continue any professional cooperation between Ecom and the Customer.
The Client agrees that the following circumstances must be regarded as exceptional circumstances:
(1) If Ecom determines or has clear reasons to assume that:
– the Client’s details are incorrect, misleading, inaccurate or outdated;
the Customer commits a material breach of one of these terms and conditions of service and, notwithstanding a notice of default by Ecom to (1) rectify the situation as well as (2) to stop committing such breach and, if possible, (3) to prevent such breach(s) in the future, does not comply with this within 30 calendar days after receipt of this notice of default. This, however, is without prejudice to Ecom’s right to demand additional compensation from the Customer as a result of this contractual breach;
– the Client uses the Tool, the App and the Services for illicit, illegal and/or inappropriate purposes;
– the agreement with the Client is based on incorrect or erroneous information provided by the Client; or
– the Customer ordered the Services for reasons that cannot be considered objectively reasonable and acceptable.
(2) If the Customer ceases payments, applies for bankruptcy, is declared bankrupt, goes into liquidation or a similar arrangement is made or is dissolved;
(3) If the Client commits an act of dishonesty, unfaithfulness or deception towards Ecom, its company or the Tool, App and Services.
In the event of such termination by Ecom communicated by e-mail, the Agreement will be automatically terminated without notice or termination fee and without prejudice to the right to damages.
Consequences of the Termination
In the event of termination of the contract:
✓ by the Customer, Ecom undertakes to deactivate the Administrator Account and the Customer’s User Accounts within 2 working days – but in any event not before the end of the current Term – and to inform the Customer of such deactivation to the best of its ability in advance;
✓ by Ecom, the latter will (1) deactivate the Customer’s Administrator account and (2) notify the Customer that for a certain period of time, as indicated in the notification, it will be able to export the Customer data via the available export tools;
✓, Ecom has the right to refuse any request from the Customer for the conclusion of a (new) agreement relating to the use of the Tool, the App and the Services;
✓ each party will cease its use of confidential information and protected material of the other party and return the information and material in question to the other party.
Should the Customer fail to export his Customer Data before terminating the agreement or within the period granted by Ecom after the termination thereof, Ecom will first delete the Customer Data via ‘Soft Deletion’ and then, once a period of (maximum) six (6) months has elapsed, anonymise the Customer Data.
Sections 13, 16, 17 and 18 will continue to exist after the expiry date or termination of this Agreement for whatever reason and will remain in full force and effect in accordance with their respective provisions.
Termination of the Agreement, for whatever reason, will not affect the rights already acquired by either party.
Ecom’s liability will be limited to the lower of the following two amounts: (1) the invoice value of the last invoice related to the Tool, the App and the Services, or (2) the amount of the insurance payment taken out by Ecom. However, the liability will in any case be limited to the civil liability under Belgian law.
Unless otherwise expressly stated or stipulated in these terms of service and to the extent permitted by law, the Tool, the App and/or the Services, as well as the Documentation and any other products or services provided by Ecom, are provided on an “as is” basis. Ecom therefore rejects all other promises, conditions, representations and warranties, both explicit and implicit, including any implicit warranties of fitness for a particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.
Furthermore, Ecom also does not guarantee that the Tool, the App and/or the Services will meet all the requirements of the Client. All the more so since the Client is offered the possibility (1) to use the Demo (see Article 4) before becoming a paying Client and (2) may at any time ask Ecom for additional information in this respect. Consequently, the Client declares to be sufficiently informed about the content and scope of the Tool, the App and the Services.
Without prejudice to the general nature of the previous section, Ecom does not guarantee in any way: (1) that the performance of the Tool, the App and the Services will not be interrupted or contain errors, nor that all errors and/or bugs will be corrected (within a reasonable period of time); (2) that the Tool, the App and the Services will be continuously available, free of viruses, on time and in full; or (3) that the information provided by the Tool, the App and the Services will be complete, correct, accurate and not misleading.
The intended use of the Tool, the App and the Services by the Client, the Manager and/or the Users is entirely at their responsibility and risk. Ecom can in no way be held liable for any direct or indirect damage resulting from this intended use. Therefore, the Client, the Administrator and/or the User will be solely responsible for any possible consequential damage to their computer (programs), wireless devices and/or other equipment caused by the Tool, the App and the Services.
Ecom can also not be held liable for:
✓ indirect and/or consequential damage (including loss of income, loss of goodwill and damage to the Client’s property caused by the Tool, the App and the Services). This limitation of liability also applies if Ecom has been specifically informed by the Client of the possible loss;
✓ defects caused directly or indirectly by an act of the Client or a third party, whether caused by error or negligence;
✓ damage caused by the use of the Tool, the App and the Services for a purpose other than that for which it was developed or intended by Ecom;
✓ additional damage caused by the continued use by the Customer, the Administrator and/or the Users after a defect has been detected;
✓ the loss or incorrect use of the Customer data, unless this is exclusively its fault;
✓ damage caused by failure to comply with any advice and/or guidelines given by Ecom, which the latter always provides on a discretionary basis;
✓ damage as a result of force majeure or ‘hardship’ (see Article 23).
Furthermore, the Client accepts that Ecom does not provide any guarantee that the Tool, the App and the Services comply with the regulations or requirements applicable in any legal field, with the exception of the regulations or requirements in force in Belgium at the time the agreement is concluded. Consequently, Ecom cannot be held liable for any subsequent modification of any kind in such legislation and/or regulations.
The Customer is deemed not to provide any (confidential) information (e.g. an Excel sheet with data, including Customer data) or any login data to any employee of Ecom in any way and for any reason. Should the Customer, despite the foregoing, nevertheless provide any such information to Ecom, the Customer acknowledges that he is acting entirely at his own risk. In that case, Ecom cannot guarantee the same security and confidentiality with respect to the information provided as it does with respect to the Customer data.
The Customer acknowledges that Ecom can only be held liable directly by the Customer and not by a third party, such as the person to whom the Customer data relates.
The Customer will reimburse and/or indemnify Ecom and/or an Ecom Indemnified for and against all claims that could arise from the existence, execution, non-compliance and/or termination of these terms and conditions of service and that would be caused by its own negligence, error or carelessness or by its Administrator and/or one of its Users.
Finally, it is the responsibility of the Client to inform its Administrator and Users of the provisions of this Clause (and the rest of these terms of service).
17. Personal data and Privacy
Ecom as Processing Manager
The processing by Ecom of personal data relating to the (potential) Customer and/or its staff/employees will take place in accordance with the provisions of Ecom’s Privacy Statement. In such a situation, Ecom will act as controller.
By ordering the Services or entering into an agreement with Ecom – which includes registering for the Demo – the Client acknowledges that he has read the privacy statement and understands its contents.
Ecom As Processor
The Customer acknowledges that – with regard to the processing of Customer data – it will act as the controller and Ecom as the processor. All arrangements made in this respect between the respective parties will be governed exclusively by the data processing agreement as concluded between the parties in question and as made available on the Management Account.
Pursuant to the foregoing (see Article 2), the Customer explicitly acknowledges that by ordering the Services or entering into an agreement with Ecom, he indicates that he has read and accepts the data processing agreement in its entirety.
Each Client is obliged to treat his Client Data confidentially and to ensure that any third party to whom he grants access to a User Account is bound by the same confidentiality obligations.
The Client must be aware that when he gives his ‘API key’ to a third party, this is tantamount to granting this third party unrestricted access to his Administrator and User account, logins and Customer Data.
All information (including a.o. All information about financial, commercial, legal, fiscal, social, technical and organisational nature, trade and trade secrets, data of business partners, customers and suppliers, information about employees, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, functions and working methods, inventions (patentable or not), processes, schematics, test procedures, software design and architecture, design and functional specifications) exchanged between the respective parties before concluding an agreement as well as during the course of the agreement will be considered confidential and treated with the strictest confidentiality by each party. More concretely, this means that the recipient will do the following:
✓ use the confidential information exclusively for its own account and with the strictest confidentiality;
✓ will not use, reproduce or assign the confidential information in any way or for any purpose other than the (possible) cooperation between the parties;
✓ does not reverse-engineer, disassemble or decompile any confidential information (or have it re-engineered);
✓ not deriving any commercial advantage from the confidential information;
✓ not disclosing, disclosing or making available to any third party the confidential information in its possession without the express written consent of the disclosing party;
✓ only discloses such confidential information to those employees who need to know about it in the context of the (possible) cooperation between the parties. In addition, the recipient represents and warrants that these employees have agreed in advance, as a condition of their employment, to be bound by terms and conditions substantially similar to those applicable to the recipient under the current Terms of Service.
However, the obligations set forth in the preceding paragraph do not apply to the following information:
✓ information that is publicly available, publicly distributed and/or known to the general public at the time of its communication;
✓ information that the recipient legally received from a third party other than the disclosing party, in which case that third party was not bound by any confidentiality agreement with the disclosing party;
✓ information whose disclosure/announcement is required by law or imposed by a court or governmental decision (of any kind). In such event, the recipient will discuss with the disclosing party the scope and manner of such revelation/announcement before announcing anything.
This confidentiality obligation shall apply during the cooperation between the respective Parties and shall remain in full force and effect for an additional period of five (5) years after the termination of the cooperation for whatever reason.
The disclosing party will at all times remain the sole owner of its confidential information. Except as otherwise expressly provided herein, nothing in these Terms of Service or the relationship between the parties will grant the recipient any rights or interests in the confidential information, nor will any implied licenses be granted by these Terms of Service.
However, this obligation of confidentiality shall in no way imply that Ecom shall not be entitled to use and/or commercialise any ideas, input or feedback received from the Client that may be used to improve and/or extend the Tool, the App and the Services.
Without prejudice to the foregoing, the Client acknowledges that, should a non-disclosure agreement be signed between the parties, such a non-disclosure agreement shall prevail.
19. Support - Helpdesk
Should the Client need help or have a question about the Tool, the App and the Services, he is advised to first take a look at Ecom’s ‘Support’ page (https://nl.ecomapp.be/ondersteuning/).
If the information he can find there does not help him, he can send his question by e-mail (email@example.com).
Ecom’s helpdesk will do its utmost to help the Customer as soon as possible after receipt of the request for support.
The costs incurred as a result of unjustified complaints and/or investigations will be borne by the Customer.
20. Availability, Regular Maintenance And Updates
Ecom offers its Clients the opportunity to check the availability of the Services at any time, live and in real time. Should problems arise with the availability of the Services, Ecom undertakes to do its utmost to solve the problem as soon as reasonably possible, without, however, giving any guarantee in this respect. In any case and where appropriate, Ecom will be free to determine what, in this respect, may apply as an appropriate solution or compensation to its customers.
Ecom wishes to maintain the quality of the Tool, the App and/or the Services by carrying out maintenance activities and implementing regular updates. Ecom undertakes to minimise the impact of such maintenance activities and updates on the availability of the Tool, the App and the Services, but does not rule out any downtime in this respect. In any case, Ecom will do its utmost to inform the Customer in due time, unless this would be impossible or not useful.
The above cannot constitute a reason to claim any compensation from Ecom.
21. Notices from Ecom
The Customer will always be able to unsubscribe from Ecom’s Communications. As these Communications are regarded as an integral part of the Services, the Customer cannot under any circumstances hold Ecom liable for changes of any nature of which the Customer would normally have been informed by means of such a Communication if he had not unsubscribed.
22. Changes to the Services
Ecom has the right to change the offer and composition of its Services at any time, including its Basic Package and/or functions. Where applicable, Ecom will inform the Customer of this within a reasonable period of time prior to the change via (1) a notice on the Website, the Tool and/or the App and/or (2) a Communication from Ecom.
23. Force Majeure/Hardship
Ecom cannot be held liable for failure to comply with any of its obligations if this is due to force majeure or ‘hardship’.
Usual events which are regarded as cases of force majeure or hardship include the following: all circumstances which, at the time the agreement was concluded, were considered reasonably unforeseeable and unavoidable and which prevent Ecom from performing the agreement, or which make the performance of the agreement more difficult, financially or in any other way, than what would normally have been the case (including o. a. war, natural disasters, fire, seizures, delays or bankruptcy of third parties invoked by Ecom, staff shortages, strikes, organisational circumstances and threats or acts of terrorism).
The aforementioned situations entitle Ecom to revise and/or suspend the agreement by means of a simple written notification to the Client, without being held liable for the payment of any compensation. If the situation of force majeure and/or hardship persists for more than 2 months, Ecom will be entitled to terminate the agreement (see Article 15).
24. Settlement (Settlement)
In accordance with the provisions of the Belgian Financial Securities Act of 15 December 2004, the parties agree that within the framework of their mutual relationship, from the start of the agreement between Ecom and the Customer, all current and future debts will always be automatically and ipso jure set off and settled with each other, regardless of their due date, their purpose or the currency in which they are expressed. In the case of competing creditors, the other party’s claim against the party dealing with competing creditors will always be limited to what remains after set-off of the amounts to be set off, and the permanent settlement will in any event have legal effects vis-à-vis the liquidator and the remaining creditors, who will therefore not be able to object, nor to any of the aforementioned settlements or offsets carried out by the parties.
25. Applicable Law And Jurisdiction
All issues, questions and disputes relating to the validity, interpretation, enforcement, execution or termination of this agreement shall be governed by and construed in accordance with the provisions of Belgian law.
All disputes relating to the validity, interpretation, enforcement, execution or termination of this agreement will be exclusively settled by the courts of the place where Ecom has its registered office.
Unless expressly agreed otherwise, the Customer acknowledges that the language of these terms and conditions is also the official language in all commercial transactions with Ecom.
The original language of these terms and conditions is English. Translations or documents drawn up in another language will always be regarded as an additional advantage for the Customer. In the event of any conflict, the English version shall always prevail.