1. Preliminary article
These terms and conditions of the Admeet Software (“Terms”) govern the contractual relations between, on the one hand, Adrestia Invest SRL, a company duly organized and existing under the laws of Belgium, registered with the Crossroads Bank for Enterprises under No. BE 0663.666.971 and whose registered office is located at 1050 Brussels, Avenue Louise, 523 (“Adrestia”, “We”, “Our”, “Us”) and, on the other hand, any natural or legal person (“the Client”, “You”, “Your/Your”) wishing to use and purchase some of the Services.
These Terms are translated into other languages. The official English version will prevail in the event of any discrepancy or doubt following the translation. Adrestia assumes no responsibility for any errors, omissions, or ambiguities in translations.
You can contact our Client service through Section 25 or by email at: email@example.com.
Capitalized terms not otherwise defined in these Terms shall have the meanings detailed below (the same terms and expressions not beginning with a capital letter will be deemed to have their usual meaning):
- “Admeet Software”: means the online software as a service applications provided by Adrestia as part of the Services;
- “Authorised Users”: means the employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as further described in Section 6;
- “Client(s)”: means any natural or legal person acting for professional purposes, who uses a Service offered by Adrestia;
- “Contract”: means the contract concluded between the Client and Adrestia as described in Section 3;
- “Cookies”: designates the operations of reading and/or writing information in the electronic communications terminal equipment of the user of a website, and in particular for the use of connection cookies;
- “Documentation”: means the document made available to the Client by Adrestia online via the Website or such other web address notified by Adrestia to the Client from time to time which sets out a description of the Services and the user instructions for the Services;
- “GDPR”: refers to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), including its corrigendum, and any equivalent or corresponding national law or regulation of the Member States of the European Union specifying the GDPR;
- “License(s)”: designates the license for Authorised Users of the Client to access and use of the Admeet Software, linked to a specific website domain”.
- “Party” or “Parties”: means collectively or individually We and/or You;
- “Purchase Order”: means Adrestia’s applicable online order page(s), Services screens, or other Adrestia-approved ordering document or process describing the Services You are ordering from Us and, as applicable, their permitted scope of use. As applicable, the Purchase Order will identify: (i) the Services, (ii) the number of Authorised Users, Subscription Package, domain(s) associated with your use of the Services, or other scope of use parameters and (iii) (for paid Purchase Order) the amount You will be charged, the billing and renewal terms, applicable currency, and form of payment;
- “Services”: means the Admeet Software and other services provided by Adrestia to the Client under these Terms via the Website or any other website notified to the Client by the Adrestia from time to time, as also described in the Documentation;
- “Subscription Fees”: means the subscription fees payable by the Client to Adrestia for the Subscription Package;
- “Terms”: means these general terms and conditions as amended from time to time;
- “Trial services”: means the time-limited access to the Services including Licenses to use the Admeet Software;
- “Subscription Package”: meansthe subscription package purchased by the Client, or on its behalf, pursuant to Section 7, which consists of one or more Licenses as well as any other Services;
- “Your Content”: means all text, information, data (including personal data as defined in the GDPR) manually encoded and/or translated by the Client;
- “Your Selection”: means the selection of responses made by the Client in the pre-coded spaces and the integration of scripts into the code of the Client’s website;
- “Your Website”: refers to the Client’s website or the web pages making it accessible via a domain name belonging to the Client;
- “Website”: means Our website, which is accessible at the following address: https://admeet.eu;
A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
3. Contractual documents
These Terms govern any contract between You and Us. Please read them carefully before accepting the Purchase Order (via the “I agree” or similar button, or checkbox) or using Our Services. The Terms always prevail over any derogatory terms from the Client. You completely waive the application of your own terms.
The contractual documents which govern the relations between the Parties are: the Terms; the Purchase Order; the confirmation email of the Purchase Order as well as the invoices issued by Adrestia if the contract is concluded in writing; the online order, validated by an authorized person of the Client, including the ordered elements, the quantities, the prices, and the SEPA mandate if applicable; our Privacy and Cookie Policies; and/or any special terms freely determined by the Client and Adrestia (such special terms must necessarily be written and expressly accepted by Adrestia).
4. Availibility and enforceability of the terms
4.1 Availability of the Terms
These Terms are communicated to the Client prior to the conclusion of the Contract or the purchase of Our Services. They are also sent to the Client with the Purchase Order. The Client will need to accept these Terms before continuing the payment process.
Terms can be also viewed on Our Website and the Client has the option of printing the Terms by clicking on the hyperlink “Terms and Conditions” at the bottom of all pages of Our Website. Our Terms can also be communicated on request by e-mail to the address: firstname.lastname@example.org.
4.2 Enforceability of the Terms
These Terms apply to all contractual relations between Adrestia and its Clients. They are attached and automatically sent by email with our Purchase Orders. They are also annexed to any other Contract concluded with the Client, if applicable. Consequently, the signature and/or acceptance by the Client of the Purchase Order necessarily implies the full and complete acceptance of these Terms by the Client. We are not responsible for the successful receipt of emails to your inbox.
The Terms shall enter into force on the date of signature or first click “I agree” (or similar button or checkbox) of the Client on the Purchase Order, or the date of acceptance of the offer by the Client, or as from the use of the Services, whichever is earlier.
5. Modification of the terms
We may occasionally make changes to the Terms for valid reasons, such as improving the functions of the Admeet Software, reasonable technical adjustments to the Admeet Software, and/or for legal or regulatory reasons.
In the event of a material change to these Terms, We will inform You by means of appropriate notifications, for example, by sending You an email or by posting a visible notification on Our Website. We recommend that You read these notifications carefully. If You do not wish to continue using the Services under the new version of these Terms, You may terminate Your account in accordance with the provisions of Section 18 and by contacting Us through Section 25.
6. Information about the services
6.1 In general
Adrestia shall, during the Subscription Term, provide the Services and make available the License to the Client on and subject to the Terms.
6.2 Support and assistance
Adrestia may, on request, provide additional temporary resources in all parts of the business (e.g. legal or technical) at a price agreed by the Parties, payable anticipatively.
6.3 Excluded Services
To avoid any misunderstanding, unless otherwise stipulated, our Services do not include:
- Any services, tasks or activities other than those expressly described in the Purchase Order or purchase via Our Website;
- Adaptation of Your Content to Your specific circumstances and/or Your Content manually encoded by You into the Admeet Software. These specific circumstances must be translated by You, under Your own responsibility;
- Any maintenance or assistance, of whatever nature, resulting from: misuse of the Services; a use other than that defined in the Purchase Order; a case of Force Majeure as defined in Section 17.
With the exception of the Services, the Client acknowledges that nothing in these Terms has the effect or can be interpreted as creating any obligation for Us to develop personalized modules or to adapt our Services to the Client’s specific needs not covered by the Services.
7. Licenses and subscription packages
Adrestia may provide You with access to Admeet Software as part of your Subscription Package.
Subject to the Client purchasing the Subscription Packages as described below, the restrictions set out in Section 6.3, and the other terms and conditions of these Terms, Adrestia hereby grants to the Client a non-exclusive, non-transferable right and Licence, to permit the Authorised Users to use the Services during the Subscription Term solely for the Client’s internal business operations.
In relation to the Authorised Users, the Client undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the Licenses shall not exceed the number of users allowed by the purchase of the Subscription package;
- each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
- it shall comply with the restrictions described in Section 6.3.
8. Billing and payment
8.1 General remarks for all Services
Fees. In return for the Services, the Client undertakes to pay Adrestia the price stipulated in the Purchase Order. Unless otherwise stated, the price indicated in the Purchase Order is expressed in euros (€). All prices are exclusive of VAT (if applicable).
All subscription(s) are offered on an annual subscription basis. Regardless of the billing frequency, early termination of the Contract by the Client will not entitle the Client to a refund or to early termination of scheduled payments.
The Parties agree that the price will be subject to an automatic annual increase, equal to the Belgian consumer price index (CPI).
8.2 Online purchase of the Services (via the Website or Admeet Software)
8.2.1 Admeet Subscription Packages
- Subscription Packages. Subscription Packages are based on an annual commitment, with a fee which varies depending on the Services subscribed by the Client in the Purchase Order. This fee is either paid in advance for a period of twelve (12) months, or monthly on the anniversary of the initial payment.
- Additions to the Subscription Package. In the event that additional Services are requested during the current subscription to the Subscription Package, the Parties agree that the price for the additional Services requested will be set out in a new Purchase Order. This/These additional service(s) will be activated following the payment of it. This/These additional Service(s) will be invoiced pro rata temporis, taking into account the remaining duration of the current Subscription Package during which the Client can start using the additional Service(s). Additional Service(s) will be part of the current annual commitment in accordance with Section 18.
- Subtractions from the Admeet Subscription Package. The Client is also free to stop using one or more Service(s) via the Client’s account settings in the Admeet Software. To avoid tacit renewal of the subscription, this notification must be given no later than thirty (30) calendar days before the renewal date. In the event of late notification, Adrestia is entitled to charge the Client for the Subscription Package for the duration set out in Section 18, even if the Client decides not to use them. Subtractions are only made from the annual anniversary date of the Subscription Package purchase. Consequently, the Client is not entitled to any refund for any non-use of these Services for the period initially agreed to the curent Subscription Package.
8.2.2. Support and assistance
All support and assistance performed by staff members shall be paid for by the Client at an hourly rate, which hourly rate shall vary according to the qualification of the staff members in accordance with the Purchase Order.
It is currently not possible to purchase support and assistance via the Admeet Software directly. Please contact Us by sending an email to email@example.com.
8.2.3. Default of payment
Billing. The Client will have access to the Services once the payment has been completed. All payment requests will be handled using a secured third-party payment supplier.
Adrestia will at all times be entitled, before payment is made, to require security to its satisfaction for performance of the Client’s (remaining) obligations.
Any complaint relating to an invoice must reach Adrestia within fifteen (15) calendar days of receipt under penalty of foreclosure.
Late payments. In the absence of full payment of an invoice by the due date, without prejudice to its other rights and remedies (including the right to suspend one or more of the Services), Adrestia will, from the due date, as of right and without prior notice, apply a late payment interest rate equivalent to the interest rate established by the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, the Client may have to pay a lump sum indemnity of 10% of the outstanding balance, with a minimum of 125 EUR, for collection costs incurred, without prejudice to the late payment interest calculated as stipulated above or to the outstanding claims. Adrestia reserves the right to demonstrate and assert a claim for higher damages.
When the price or payment dispute is resolved, the Client shall pay the amount due to Adrestia (whether such amount is the amount initially invoiced or a reduced amount) within thirty (30) days of the date of settlement of this dispute.
The Client may not set off any amount due from Adrestia against any amount due to Adrestia hereunder. Adrestia will continue to perform its obligations, unless the Client has failed to pay an undisputed invoice within thirty (30) days of the date of the undisputed invoice, in which case Adrestia will be entitled, after formal notice, to:
- Suspend its Services in accordance with Section 8; or
- Terminate the Contract in accordance with Section 18.
8.3 Purchase of the Service via an Admeet representative
8.3.1 Admeet Software Subscriptions
- Admeet Software Subscriptions. Subscriptions are based on an annual fee which varies depending on the Services subscribed by the Client in the Purchase Order. This fee is billed in advance for a period of twelve (12) months, unless otherwise specified in the Purchase Order.
We will invoice the fee within ten (10) calendar days of the date of signing the Purchase Order and thirty (30) calendar days before its renewal in accordance with Section 18.
- Additions to the Admeet Software Subscription. In the event that additional Services are requested by the Client during the current Subscription to the Subscription Package, the Parties agree that the price for the additional Services requested will be set out in a new Purchase Order. This/These additional Service(s) requested by the Client will be activated following the signature/payment of the new Purchase Order by the Client or the payment of the new Purchase Order by the Client, via the Admeet Software. This/These additional Service(s) will be invoiced pro rata temporis taking into account the remaining duration of the current Subscription during which the Client can use the additional service(s). Additional services are priced annually in accordance with Section 18.
- Subtractions from the Admeet Software Subscription. The Client is also free to stop using one or more Service(s) by sending an email to firstname.lastname@example.org,. This notification must be given no later than thirty (30) calendar days before the renewal date. In the event of late notification, Adrestia is entitled to charge the Client(s) concerned Service(s) for the Duration set out in Section 18, even if the Client decides not to use them. Subtractions are only made from the annual anniversary date of the Purchase Order. Consequently, the Client is not entitled to any refund for any non-use of these Services for the period initially agreed to the current Subscription Package.
8.3.2. Support and assistance
All support and assistance performed by staff shall be paid for by the Client at an hourly rate, which hourly rate shall vary according to the qualification of the staff in accordance with the Purchase Order.
8.3.3. Default of payment
Billing. The Client will have access to the Services once payment has been completed. The Client guarantees to pay each invoice within thirty (30) calendar days of receipt, by transfer of funds immediately available to a bank account designated in writing by Adrestia in the invoice.
Any complaint relating to an invoice must reach Adrestia within fifteen (15) calendar days of receipt under penalty of foreclosure.
Late payments. In the absence of full payment of an invoice by the due date, without prejudice to its other rights and remedies (including the right to suspend one or more of the Services), Adrestia will, from the due date, as of right and without prior notice, apply a late payment interest rate equivalent to the interest rate established by the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, the Client may have to pay a lump sum indemnity of 10% of the outstanding balance, with a minimum of 125 EUR, for collection costs incurred, without prejudice to the late payment interest rate calculated as stipulated above or the outstanding claims. Adrestia reserves the right to demonstrate and assert a claim for higher damages.
When the price or payment dispute is resolved, the Client shall pay the amount due to Adrestia (whether such amount is the amount initially invoiced or a reduced amount) within thirty (30) days of the date of settlement of this dispute.
The Client will not set off any amount due from Adrestia against any amount due to Adrestia hereunder. Adrestia will continue to perform its obligations, unless the Client has failed to pay an undisputed invoice within thirty (30) days of the date of the undisputed invoice, in which case Adrestia will be entitled, after formal notice, to:
- Suspend its Services in accordance with Section 9; or
- Terminate the Contract in accordance with Section 18.
9. Suspension of services
If the Client fails to comply with the previous Section 8, and after formal notice remains ineffective for a period of fifteen (15) calendar days, Adrestia may:
- Suspend automatically all the Services, and the rights of use and/or License possibly granted to the Client, until full payment of the sums due, including late payment interest, this suspension not inducing any modification of the defined price nor application of any penalties by the Client;
- Suspend the Client’s right to use the Adrestia Services until full payment by the Client of the undisputed invoice ;
- Suspend the provision of Services or any other obligation of Adrestia until full payment by the Client of the undisputed invoice.
In addition, Adrestia may at any time suspend the Services if their use has proved illegal, excessive and/or likely to endanger the overall quality of its Services.
10. Use of the Admeet software
10.1 Standard use of the Admeet Software
Access to the Admeet Software. The Admeet Software is designed to allow consultation of its content via terminals (devices) compatible with our Services.
The digital content of the Admeet Software is accessible through Our Website. The display quality of the Admeet Software may vary from device to device (e.g. mobile communications devices such as smartphones and tablets), and may be influenced by various factors, including your Internet browser, available bandwidth and/or the speed of your Internet connection.
For full compatibility with the Admeet Software, an updated version of your browser is recommended. However, it may happen that after an update of these browsers, they become incompatible with the Admeet Software, in which case the Client shall notify Adrestia of the difficulties encountered. Adrestia will perform all reasonable diligence to make the Admeet Software compatible again with these browsers.
Maintenance. Adrestia shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for regular updates and maintenance activities.
Restrictions on use. You agree not to use or permit the use of the Admeet Software, including downloading, displaying, posting or otherwise transmitting any component, including Your Content, for any purpose that may (a) threaten or harass any person or cause injury or damage to persons or property, (b) involve the posting of any false, defamatory, harassing, or obscene content, (c) violate privacy rights or promote racism, hatred or violence, (d) infringe any intellectual property or other proprietary rights, or (e) violate any applicable law, ordinance or regulation.
The Admeet Software is licensed (not sold), and Adrestia retains all rights in the Admeet Software not expressly granted by Adrestia under these Terms. This licence does not grant You any rights and You are prohibited from:
- Archiving, reproducing, distributing, modifying, displaying, executing, publishing, granting, creating derivative works of, selling or using (except as expressly mentioned in these Conditions) the content and information of (or obtained via) the Admeet Software, or in any other manner that may violate Adrestia’s intellectual property rights, the Admeet Software, or any part thereof;
- Reverse engineering, decompiling, disassembling, modifying or creating derivative works based on the Admeet Software, or any part thereof, unless permitted by law;
- Bypassing, removing, modifying, disabling, destroying or defeating the content protections of the Admeet Software;
- Using robots, indexing robots, web harvesting tools or other automated methods to access the Admeet Software;
- Selling, leasing, or sublicensing any part of the Admeet Software;
- Inserting any code or product, or manipulating the content of the Admeet Software in any way;
- Circumventing any territorial restrictions applying to the Admeet Software;
- Deleting, modifying, or reproducing any copyright, trademark, or other intellectual property notice contained in the Admeet Software or provided by Adrestia.
Reproduction of the generated documents is only authorised during the term of the Contract. The documents may not be reused by the Client after the end of the Contract with the exception of Content belonging to the Client.
The Admeet Software is for professional use only and is not authorised for use by minors under the age of 16 without prior authorisation.
We reserve the right to terminate or restrict your use of Our Services if You violate the Terms and in particular this Section 10 or if You make any illegal or illegitimate use of the Admeet Software. Under these Terms, You do not acquire any right or license to use the Admeet Software beyond the scope and/or duration of the Services listed in your Purchase Order. Upon termination of the Services ordered, your right to access and use the Admeet Software will end.
10.2 Trial services
Adrestia may offer time-limited Trial Services. These Trial Services will either be free or at a reduced price. Adrestia reserves the right to limit Services for License(s) created as a result of a Trial Service.
Trial Service will only be available to new Clients, to allow them to familiarise themselves with the Admeet Software prior to a purchase.
After the end date of the Trial Service, Clients may continue to connect to the Admeet Software for a period of six (6) months. However Clients will no longer have access to their Service(s) until they have purchased a subscription to the Admeet Software. If no Admeet Software subscription has been purchased after the aforementioned period of six (6) months, their data will be deleted from our systems. Clients may start a new Trial Service once this six (6) month period has ended.
It is also possible for a Client to purchase an Admeet Software subscription prior to the end of the Trial Service, in which case the Trial Service will automatically be upgraded to the purchased Admeet Software subscription.
Adrestia reserves the right to:
- block an e-mail domain for the creation of new Trial Services, if said domain already has numerous Trial Services activated via different e-mail addresses;
- suspend the Trial Services, if these Trial Services are not created in the spirit of testing the Admeet Services or if they are deemed to be in violation of these Terms (e.g. if their use has proved illegal, excessive and/or likely to endanger the overall quality of the Services, …).
11. Client generated content
Many of Our Services allow You to share Your Content. We do not claim any ownership rights in Your Content. Your Content remains Your Content and You are responsible for it.
You warrant that, with respect to Your Content, (1) You have the right to publish it, and (2) it does not violate the provisions of the Contract, applicable laws, intellectual property rights, personality rights or any other right of other persons.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content, including adaptation of standard text fields of the Admeet Software to Your specific circumstances.
You are solely responsible for ensuring the correct implementation of codes (e.g. iFrame leading to published documents) and scripts that manage the consenting to and installing of Cookies on Your Website in accordance with applicable legal rules.
You shall defend and indemnify Adrestia against any claim arising from a breach of Your obligations under this Section. You agree that if anyone takes legal action against Us in relation to the Content that You post, to the extent permitted by applicable local laws, You will indemnify and hold Adrestia harmless against all damages, losses and expenses of any nature (including reasonable attorney fees) resulting from this lawsuit.
12. Selection generated by the client
The Admeet Software presents a series of questions which You must answer. Depending on the nature of the questions, the proposed answer choices are generic or can be personalised by You by manually entering an answer. New questions and certain answer choices may be proposed according to the data that You have previously encoded according to a logic rule built into the Admeet Software.
The logic rules built into the Admeet Software are not exhaustive. You remain responsible for the selected answers and manually encoded texts. At any time, You can go back and change the selected or encoded responses.
You are solely responsible for Your choices, answers (free text), and the selection of Your responses in the Admeet SoftwareYou warrant to defend and indemnify Adrestia against any claim arising from a breach of your obligations under this Section 12.
You warrant that if anyone takes legal action against Us regarding Your Selection, to the extent permitted by applicable local laws, You will indemnify and hold Adrestia harmless against all damages, losses and expenses of any kind (including reasonable attorney fees) resulting from this lawsuit.
You acknowledge that the answers selected in the Admeet Software and answers that You enter manually will be used in the context of machine learning models (“Machine Learning“) and deep learning models.
13. Intellectual property
All copyrights, trademarks and other intellectual property rights (whether registered or not) as well as any other property rights or other rights relating to the Admeet Software, Our Website, interfaces and specific developments resulting therefrom for the purposes of Integration into the Client’s information system, are and will remain in all circumstances the intellectual and exclusive property of Adrestia.
The digital content of the Admeet Software, as well as all the elements reproduced on the interface (in particular the source code, texts, illustrations and logos) are protected by copyright in accordance with the Code of Economic Law and legislation applicable in the matter. Adrestia owns all these rights.
The Client is not authorised to reproduce, exploit, redistribute, or use for any purpose whatsoever, even partially, any element of Our Website, be it software, visual or sound, and in particular trademarks, domain names, images, videos, texts or more generally any information subject to intellectual property rights.
Adrestia reserves the right to take all necessary remedies in the event of violation of its intellectual property rights, in particular copyright. The Client agrees not to correct any anomaly in the Admeet Software himself, whatever it may be.
14. Garantees, liability and exemption
Guarantee and exemption. In the event of a dispute,Adrestia is entitled to the rights and remedies set out in the applicable statutory law, subject to the amendments set out in the following of this Section.
During the entire period of the Services and subject to your payment obligations, and except if otherwise provided in the Conditions Terms or in your Purchase Order, Adrestia grants You a limited, non-transferable, non-exclusive and revocable license to use the Admeet Ssoftware. This license will remain in effect until terminated by Us or You.The Client acknowledges that the Services and the Documentation may not meet all of their individual requirements and that Our only obligation is to provide the Services specified in the Purchase Order. With the exception of defects which make it impossible to use the Admeet Software, We provide the Services on an “as is” basis. We cannot guarantee that the Services will operate in an uninterrupted, regular, secure and error-free manner.
Adrestia is not liable to the Client for any loss resulting from (and to the extent that it is caused by) any failure by the Client to keep complete and up-to-date backup copies of the computer programs and data it uses in accordance with best IT practices.
Adrestia will indemnify Client against any claim that normal use of the Admeet Software infringes the intellectual property rights of a third party, provided that (i) such claim is declared founded by an enforceable judgment of a competent court or is abandoned by the third party following a settlement agreed and signed by all the parties to the dispute and by Us, (ii) that Adrestia be informed in writing of said complaint within five (5) working days of receipt by The Client of this complaint, (iii) that Adrestia has immediate control over this claim, (iv) that the Client does not prejudice the defense of this claim by Us, (v) and that the Client gives Adrestia all reasonable assistance with this claim (at Adrestia’s expense). Adrestia reserves the right to replace or change all or part of the Services in order to avoid any counterfeiting. The foregoing sets forth the entire liability of Adrestia towards the Client with regard to the violation of the intellectual property rights of a third party.
Disclaimer. Adrestia cannot be held responsible for Your Content, Your Selection or other third-party elements, in particular links to third-party websites provided by You.
Notwithstanding any other provision of these Terms, Adrestia is not liable towards the Client for loss of profits or contracts, loss of data, loss of Clients or other special losses, indirect or consecutive, whether resulting from negligence, breach of contract or otherwise, except in cases of gross negligence or wilful misconduct.
Adrestia is not liable towards the Client in the event of a deliberate act of damage, malice, sabotage, or cyber-attack.
Nothing in the Contract may have the effect of excluding or limiting Adrestia’s liability in the event of fraud, false and fraudulent statements, death, or bodily injury caused by its negligence, and gross negligence, if the law in force so requires.
Without prejudice to the provisions of these Terms and to the extent permitted by law, if Adrestia is held liable under these Terms towards the Client, the damages due in respect of this liability will be limited, except in cases of gross negligence or wilful misconduct, in the amount of the costs actually paid by the Client, before the event giving rise to the claim, for the Services rendered during the current or renewed duration of the Purchase Order.
15. Using the client area
Account in the Client area. You agree not to use any erroneous, inaccurate or misleading information when registering your account on Our Website in the Client area. You are responsible for all activity occurring through your account. If You create an account on behalf of an entity, such as your company or your employer, You represent that You have the necessary legal authority to enter into this Contract on behalf of that entity.
Password. Your password protects your account, and You are responsible for maintaining the confidentiality and security of your password. You are not authorised to transfer your username and password to any other user or entity. In any event, in the event of disclosure of the Client’s username and password or any other security breach brought to the attention of the Client, the latter is required to inform Adrestia without delay so that Adrestia can take all necessary measures to remedy this flaw. You are responsible for updating and maintaining accurate information relating to your account. We may terminate or suspend your account in order to protect You and Us against any identity theft or other fraudulent activity.
16. Data protection
You can exercise Your rights by writing to the following address: For the attention of the legal department, Adrestia Invest SRL, Avenue Louise, 523 at 1050 Brussels, Belgium or by email at: email@example.com.
You are not authorised to provide Us with access to personal data relating to health or sensitive personal data which impose specific security obligations for the processing of such data.
17. Force majeure
The Parties will not be responsible in the event of non-performance or delay in performance resulting from wars, hostilities, sabotage, natural disaster, general interruption of the electricity network, concerns relating to the Internet connection, or telecommunications not attributable to the other Party, restrictions by public authorities (without this enumeration being exhaustive), or any other event beyond the control of the obliging Party.
In such circumstances, the Contract shall remain in effect but the obligations in question shall be suspended for so long as the force majeure event continues or for one month, whichever is the shorter, provided that:
- the circumstances of force majeure make the performance of the Contract temporarily or permanently impossible and the suspension of the performance is of no greater scope than is necessitated by the force majeure event; and
- the affected Party immediately gives the other Party written notice of the occurrence of the event and its expected duration, and continues to furnish regular reports while the event continues and notifies the other Party immediately when it ceases; and
- the affected Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the force majeure event.
Without affecting any other right or remedy available to it, if the force majeure continues for more than thirty (30) business days, each of the Parties may terminate the Contract with immediate effect, by registered letter.
18. Term, renewal and termination
Term. Services provided under this Contract are provided for an initial period of twelve (12) months as set forth in your Purchase Order, provided they have not been previously suspended or terminated under these Terms. This initial period of twelve months is irrespective of the payment frequency (e.g. monthly or yearly).
Automatic renewal. The Contract will automatically renew for successive twelve (12) months periods unless (i) You provide written notification no later than thirty (30) days before the anniversary date of the Purchase Order of your intention to not renew the Services, or (ii) Adrestia gives You written notification no later than thirty (30) days before the anniversary date of the Purchase Order of its intention not to renew the Services, or (iii) You provide notification via the Account settings of the Admeet Software, no later than thirty (30) days before the anniversary date of the Purchase Order of your intention to not renew the Services. At the end of the Subscription Package, You will no longer have the right to access or use the Services, including the Admeet Software.
Early termination at the initiative of the Client. In the event that the Client wishes to terminate the Contract, the amount already paid for the current period cannot be recovered, nor will this termination give right to an early termination of scheduled payments.
Any termination by the Client less than 30 calendar days before the expiry of the term will be irrelevant and the Contract will be automatically renewed. Accordingly, the Client will be required to pay all invoices for the renewed term, even if the Client does not intend to continue using the Admeet Software.
The Client may also terminate the Contract in the event that he does not accept one or more of the following circumstances and such termination occurs within 30 calendar days after being informed by Adrestia of: (i) a change in the offer of Services, which results in a significant disadvantage for the Client, (ii) a significant modification made to these Terms by Adrestia or (iii) any price adjustment announced by Adrestia. In any case, this does not allow the Client to call to Adrestia some form of damages or compensation.
Termination for fault. In the event of failure by one of the Parties to perform its obligations stipulated in the Contract, not repaired within thirty (30) calendar days from the sending of a formal notice by registered letter with acknowledgment of receipt or by e-mail notifying the breach in question, the other Party may terminate the Contract. This provision is without prejudice to the rights and remedies to which the other Party is entitled to under the Contract.
Adrestia reserves the right to suspend access to the Software if the Client does not comply with the Contract. The Client could then be temporarily unable to access his account information, data and all other resources related to the Software. Unless otherwise agreed by the Parties, Adrestia will not restore the Software for the Client until after the Client has brought itself into compliance with this Contract. If this non-compliance continues, the Contract will be automatically terminated without the need to send a new formal notice and without any judicial intervention being required.
In addition, either Party may terminate the Contract in the event a Party is forced to resolve to apply for bankruptcy, liquidation, arrangement or scheme with creditors, moratorium, interim or provisional supervision by the court or a court appointee, or is the subject of any analogous proceedings under the laws of its jurisdiction of residency.
Consequences of termination. The termination or the end of the Contract, for any reason whatsoever, does not give a right to the reimbursement of the sums collected by Adrestia, except if the Client terminates the Contract pursuant to the aforementioned paragraph containing three specific circumstances.
The Client will cease to use the Admeet Software as soon as the termination takes effect and will no longer use any Adrestia Confidential Information, nor any copy of any documentation or material relating to the Admeet Software in the possession or control of the Client including all documents generated by the Admeet Software.
Within the framework of this Contract, each of the Parties may have access to information considered by the other Party as confidential (hereinafter the “Confidential Information”). The Parties agree to disclose only the information necessary for the performance of the obligations under this Contract. All contractual information relating to the price and conditions of this Contract, Your content residing in the environment of our Admeet Software and any information marked “Confidential” at the time it is disclosed are defined as Confidential Information.
Each Party agrees to keep confidential and not to disclose to third parties the Confidential Information of the other Party for a period of three (3) years following their communication to the Party receiving the Confidential Information. Each Party also agrees to treat the Confidential Information of the other Party with the same degree of care that it uses to protect its own Confidential Information of comparable value, but in no case less than a reasonable degree of care.
These confidentiality obligations do not apply to information which (i) was known to the public at the time of the conclusion of the Contract or was so subsequently and without breach of the obligations under the Conditions; (ii) have been developed independently by a Party without any use of the Confidential Information of the other Party; (iii) have been communicated by a third party not subject to any obligation of confidentiality; or (iv) had to be disclosed pursuant to a court order or other government process.
20. Nullity – invalidity
If any term in these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not affect the remainder of these Terms, which will remain in full force and effect, and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
Any notice required under these Terms must be provided to the other Party in writing.
The notice shall be given by registered letter or by express courier service (or by electronic mail confirmed by registered letter or by express courier service) to the Adrestia address indicated in these Terms or to any other address that We may designate by notification in accordance with this Section. Alternatively, wherever applicable, notice can be given via the relevant buttons in the Account settings of the Admeet Software.
Any notice under these Terms will be deemed effective from the following dates:
- if it is sent by registered letter, on the date on which this letter is delivered or on the date of a first delivery attempt;
- if sent by express courier, on the date on which it is delivered;
- if sent by e-mail, on the date on which this mail is delivered.
In the event of a dispute, or in the event of bankruptcy proceedings, or any other similar legal proceeding, You shall notify Adrestia without delay and in writing at the following address: For the attention of the legal department, Adrestia Invest SRL, Avenue Louise, 523 at 1050 Brussels, Belgium.
To request a termination of the Services, You must submit this request to Adrestia by email at the following address: firstname.lastname@example.org.
The Client may not use the name(s), trademark(s) or trade name(s) (registered or unregistered) of Adrestia as a reference or for other promotional purposes, unless explicitly agreed otherwise.
23. Intire contract
These Terms, together with the email, Purchase Order, Service order, or similar form issued by Adrestia and referencing these Terms, are intended by the Parties to be the final expression of their agreement as it relates to the matters contained in this Contract, and are intended also as a complete and exclusive statement of the terms and conditions thereof, which take precedence over any prior Contract or statement. or concomitant, written or verbal relating to said Services. They cancel and replace any previous Contract, written or oral, in relation to the subject of this Contract.
Please note, however, that other aspects of your use of Our Services may be governed by additional contracts. When You receive an offer regarding these aspects, You will receive another corresponding contract, and You may have to agree to additional terms. If there is a conflict between any additional terms and these Terms, the additional terms will prevail.
24. Applicable law and competent courts
These Terms are subject to Belgian law. In the event of a dispute involving this Contract, any legal proceeding must be heard and determined exclusively at the courts of Brussels. The procedure will take place in French.
The Client is also informed that the European Commission provides an online dispute resolution platform (ODR) in the context of online sales or service contracts between a consumer residing in the European Union and a professional established in the European Union. This platform is accessible at the following address: https://webgate.ec.europa.eu/odr/.
25. How to contact us?
Should You have questions about Our Services or the Contract, You may contact Us by mail at the following address: To the Legal Service, Adrestia Invest SRL, Avenue Louise 523, 1050 Brussels, Belgium or by email: email@example.com.