Terms and conditions
Effective date: 04/12/2020
These general terms and conditions of sale and use of the Admeet software (hereinafter the “Conditions”) govern the contractual relations between, on the one hand, the company Adrestia Invest SRL, registered with the Crossroads Bank for Enterprises under No. BE 0663.666.971 and whose registered office is located at 1050 Brussels, Avenue Louise, No. 523 (hereinafter “Adrestia”, “We”, “Our “, “Us”) and, on the other hand, any natural or legal person (hereinafter “the Client”, “You”, “Your/Your”) wishing to use and purchase some of the Adrestia Services.
These Conditions are translated from French into other languages (English and Dutch). These are unofficial translations, provided for convenience only. The official French 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 24 or by email at email@example.com.
Each of the expressions beginning with a capital letter have, in these Conditions, as well as in any document relating thereto, unless expressly provided otherwise, the following meaning (the same terms and expressions not beginning with a capital letter will be deemed to have their usual meaning):
- “Subscription(s)”: means the subscriptions to the Services sold by Adrestia including licenses to use the Admeet Software;
- “Purchase Order”: means the purchase order, the offer, or the estimate, by which the Client subscribes to the Services offered by Adrestia and decides to contract with Adrestia;
- “Client(s)”: means any natural or legal person acting for professional purposes, who uses a Service offered by Adrestia;
- “Conditions”: means these terms and conditions as amended from time to time;
- “Contract”: means the contract concluded between the Client and Adrestia;
- “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;
- “ePrivacy Directive”: refers to Directive 2002/58/EC of the European Parliament and of the Council of July 12, 2002 regarding the processing of personal data and the protection of privacy in the electronic communications sector (directive on privacy and electronic communications).
- “Admeet Software”: means any software or tool owned or licensed by Us, including a “Cloud” service that Adrestia makes available to the Client as part of the Services in order to facilitate your access to, operation and/or use of our Services;
- “Party” or “Parties”: means collectively or individually We and/or You;
- “GDPR”: refers to the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of individuals 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 corrigenda, and any equivalent or corresponding national law or regulation of the Member States of the European Union specifying the GDPR;
- “Services”: means, collectively, Our services as described in Section 6 and the related Admeet Software listed on your Purchase Order and defined in the Service Specifications;
- “Website”: means Our website accessible at the following address: https://admeet.eu;
- “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 precoded 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 constituting it accessible via a domain name belonging to the Client.
3. CONTRACT DOCUMENTS
These Conditions govern any Contract – having binding force – between You and Us. Please read them carefully before accepting the Purchase Order and/or using Our Services. These Conditions tell you in particular how We will provide the Services to You. The Conditions always prevail over any derogatory conditions from the Client. The Client completely waives the application of his own general Conditions.
4. AVAILABILITY AND ENFORCEABILITY OF THE CONDITIONS
4.1 Availability of the Conditions
These Conditions are communicated to the Client prior to the conclusion of the Contract. They are also sent to the Client with the Purchase Order. They can be viewed on Our Website and the Client has the option of printing the Conditions by clicking on the hyperlink “Terms and Conditions” at the bottom of all pages of Our Website. Our Conditions can also be communicated on request by e-mail to the address: firstname.lastname@example.org.
4.2 Enforceability of the Conditions
These Conditions 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 Conditions by the Client. We are not responsible for the successful receipt of emails to your inbox service. The Conditions come into force on the date of signature of the Client on the Purchase Order, or on the date of acceptance of the offer by the Client.
5. MODIFICATIONS OF THE CONDITIONS
We may occasionally make changes to the Conditions 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 Conditions, 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 Service under the new version of these Conditions, You may terminate Your account in accordance with the provisions of Section 17 and by contacting Us through Section 24.
6. INFORMATION ABOUTTHE SERVICES
The Client will find an overview of the Services that Adrestia can offer on Our Website. This is a non-exhaustive list, subject to change. The Client can contact Adrestia to obtain an overview of the Services or to obtain further information on the Services that Adrestia can offer.
6.1. Subscription to Admeet Software
Adrestia provides You with access to software as a service (“software as a service” – SaaS ) accessible in the form of a subscription.
The Admeet Software allows You access to the following features:
Adrestia provides You with a cloud-based hosting service comprising the elements of the Admeet Software integrated into Your Website in accordance with the provisions set out in Your Purchase Order. This cloud-based hosting service is provided by a third-party subcontractor, namely Amazon Web Services whose servers are located in the European Union.
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
In order 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;
- Adaptation of Your Content to Your specific circumstances and/or Your Content manually encoded by You into the Admeet Software. They must be translated by You, under Your own responsibility;
- The processing of data concerning health actors (e.g. doctors, hospitals), associations (e.g. ABSLs), public authorities, day-to-day management of human resources, and for services intended for children under 16 years old;
- 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.
With the exception of the Services, the Client acknowledges that nothing in these Conditions has the effect or can be interpreted as creating any obligation for Us to develop personalized modules or to adapt our Services to your specific needs not covered by the Services.
7. BILLING AND PAYMENT
7.1 General remarks for all Services
Fees. In return for the Services, the Client undertakes to pay Adrestia the costs stipulated in the Purchase Order. Unless otherwise stated, the costs appearing in the Purchase Order are denominated in euros (€) and do not include the applicable VAT within the limit provided for by tax regulations, on the day of the order; any change in the rate may be reflected in the price of the Services.
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 17.
The Parties agree that the costs will be subject to an automatic annual increase, equal to the Belgian consumer price index (CPI).
Promotional offers. We are likely to offer you different subscription packages. Certain Subscription packages may have different conditions and restrictions, of which You will be informed at the time of your subscription.
7.2 The Services
7.2.1 Admeet Software Subscriptions
- Admeet Software Subscriptions. Admeet software 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.
- Additions to the Admeet Software Subscription. In the event of an increase in the scope applicable during the Subscription of the Admeet Software, the Parties agree that in this case the costs relating to the additional services requested will be the subject of a new Purchase Order. This/These additional service(s) requested by the Client will be activated following the signature of the new Purchase Order by the Client. They will be invoiced pro rata temporis taking into account the remaining duration of the current initial Purchase Order during which the Client can use the additional service(s). Additional services are priced annually in accordance with Section 17.
- Subtractions from the Admeet Software Subscription. The Client is also free to stop using one or more Service(s) by sending an email to email@example.com. 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) Service(s) concerned for the duration (see Section 17), even if the Client decides not to use them. Service transfer requests are only made from the anniversary date of the Purchase Order. Consequently, the Client is not entitled to any reimbursement for any non-use of these Services for the period initially agreed.
7.2.2. Support and assistance
Adrestia will invoice the Client on the basis of the time spent by the members of its staff made available to the Client, at their hourly rate, which can vary according to the qualification of the staff in accordance with the Purchase Order.
7.2.3. 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), the balance will be increased from the due date, as of right and without prior notice, with a late payment interest equivalent to the interest rate created by the law of 2 August 2002 on the fight against late payment in commercial transactions. If the non-payment leads rise to a formal notice, the collection costs incurred will automatically give rise to the payment of a lump sum indemnity of 10% of the outstanding balance, with a minimum of 125 EUR, without prejudice to the interest of delay calculated as stipulated above, nor the other sums to be claimed. Adrestia reserves the right to claim higher compensation if proof of greater damage is provided.
When a dispute over charges is resolved, the Client will pay any amount that is agreed or determined to be paid by the Client 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 suspend payment to settle or compensate any amount owed. Adrestia will continue to exercise its obligations, unless the Client has failed to pay an uncontested invoice within thirty (30) days of the date of the uncontested 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 17.
8. SUSPENSION OF SERVICES
If the Client fails to pay one or more invoices on time, 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 of the invoice not contested by the Client;
- Suspend the provision of Services or any other obligation of Adrestia until full payment of the invoice not contested by the Client.
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 in accordance.
9. USE OF THE ADMEET SOFTWARE
Terms of 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. The display of Admeet software may vary depending on the apparatus used and the carrier; functionality and specifications may also vary by device.
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 undertakes to notify Adrestia of the difficulties encountered. Adrestia will perform all reasonable diligence to make the Admeet Software compatible again with these browsers. Please note that the Admeet Software does not work (optimally) on the “Internet Explorer” browser, considered obsolete and no longer maintained by Microsoft. The Admeet Software however does work on the latest versions of the “Edge” browser which replaces “Internet Explorer”.
It is the Client’s responsibility to use their own computers, operating systems and web browsers to use the Admeet Software. The Admeet Software is accessible by the Client 24 hours a day, 7 days a week, except during short update or maintenance periods.
The documents generated by the Software Admeet which Adrestia assume the hosting will be accessible by Client 24h on 24h, 7 days 7, except during short periods of updating or maintenance.
Adrestia offers its Clients the possibility of checking the availability of the Admeet Software at any time, live and in real time, via its Website. In the event of problems with the availability of the Admeet Software, Adrestia will do everything in its power to resolve this problem as quickly as possible, without guarantee of any kind. In all cases and, if applicable, Adrestia will be free to determine what should be considered as an adequate solution or compensation for its Clients in this regard.
Adrestia wishes to maintain the high quality of the Software by performing regular updates and maintenance activities. Adrestia is committed to minimizing the impact of such maintenance activities and updates on the availability of the Admeet software, but does not exclude any downtime in this regard. In all cases, Adrestia makes every effort to inform the Client as soon as possible, unless this is impossible or unnecessary. The foregoing does not give any reason to be compensated by Adrestia.
Restrictions on use. You agree to not use or permit the use of the Admeet Software, including by downloading, displaying, posting or other transmission of 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 component whose content is false, defamatory, harassing, obscene, (c) violate privacy rights or promote racism, hatred or violence, (d) constitute an infringement of intellectual property or other proprietary rights, or (e) violate any applicable laws, ordinances or regulations.
The Admeet Software is licensed (not sold), and Adrestia retains all the rights to the Admeet Software that are not expressly granted by Adrestia under these Conditions. This licence does not grant you any rights and prohibits you 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 protections on the content 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 present in the Admeet Software or provided through Adrestia.
Reproduction of the documents generated is only authorised during the term of the Contract, the documents cannot be reused by the Client after termination of the Contract with the exception of Content belonging to the Client.
The Admeet Software is exclusively reserved for professional use and is not authorised for 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 Conditions and in particular this Section 9 or make illegal or illegitimate use of the Admeet Software. Under these Conditions, 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. 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 agree with regard to Your Content, (1) to have the right to publish this Content, and (2) that your Content does not violate the provisions of the Contract, applicable laws, intellectual property rights, the rights to protection of personality 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 standards to Your specific circumstances.
You are solely responsible for ensuring the correct implementation of codes (e.g. iFrames leading to published documents) and scripts for consenting and installing Cookies on Your Website in accordance with applicable legal rules.
You agree to 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.
11. SELECTION GENERATED BY THE CLIENT
Many of our Services allow you to select answers. More precisely, the Admeet Software presents a series of questions which You must answer. Depending on the nature of the questions, the choices of the answers offered are generic or can be personalised by You by manually entering a personalised text. In some cases, the new questions and certain answer options depend on the data previously encoded by You according to a rule of logic built in the Admeet Software.
You are solely responsible for selecting the answers from the choices offered by the Admeet Software and the answers that You enter manually. The rules of logic built in the Admeet Software are not exhaustive and the Client remains responsible for the choices and the logic of the answers he selects and the texts that he encodes throughout the questionnaire. At any time, the Client can go back and change the selected or encoded responses.
You are solely responsible for Your choices and the selection of Your responses in the Admeet Software. You agree to defend and indemnify Adrestia against any claim arising from a breach of your obligations under this Section 11.
You agree 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 agree that the selection of responses in the choices offered by the Software Admeet and answers that you enter manually will be used in the context of machine learning models (“Machine Learning“) and deep learning models.
12. 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, whether software, visual or sound, and in particular brands, 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.
13. GUARANTEES, LIABILITY AND EXEMPTION
Guarantee and exemption. The Parties acknowledge and agree that these Conditions set out all of their responsibilities and remedies with respect to any matter/dispute contemplated in these Conditions.
During the entire period of the Services and subject to your payment obligations, and except if otherwise provided in the Conditions or in your Purchase Order, Adrestia grants You a limited, non-transferable, non-exclusive and revocable license to use the Admeet software. This license will remain in effect until terminated by Us or You.
The Client acknowledges that the Services 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 as is, with all their imperfections and as available. We do not give any guarantee as to the quality and the speed of the data transmission or as to the interruptions of the Services. 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 the Client.
Notwithstanding any other provision of these Conditions, 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 willful misconduct.
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 Conditions and to the extent permitted by law, if Adrestia is held liable under these Conditions towards the Client, the damages due in respect of this liability will be limited, except in cases of gross negligence or willful 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.
14. 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 Agreement 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.
15. PERSONAL DATA
We will use all personal data (as defined in the GDPR) that You provide to Us, among other things to:
- Provide the Services to you;
- Process your payment for the Services; and
- Inform You about similar Services We provide, but which You can stop receiving at any time by contacting Us through Section 24.
The Parties will comply with all applicable laws regarding the protection of personal data. When processing personal data in relation to these Conditions, the Client will be the subcontractor and Adrestia the data controller within the meaning of the GDPR.
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: firstname.lastname@example.org.
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 unless otherwise specified in your Purchase Order.
16. 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. If the force majeure continues for more than thirty (30) Business Days, each of the Parties may cancel the Services not performed and the orders concerned, by registered letter.
17. TERMS, RENEWAL AND TERMINATION
Duration. Services provided under this Agreement 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 Conditions.
Automatic renewal. The Agreement will automatically renew for successive twelve (12) month 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. At the end of the Services, 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. Any termination by the Client less than 30 calendar days before the expiry of the term will be irrelevant since the Contract will be automatically renewed. Accordingly, the Client will be required to pay the invoice 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 cannot accept one or more of the following circumstances (non-exhaustive list) and such termination occurs within 30 calendar days after being informed by Adrestia: (i) a change in the offer of Services, which results in a significant disadvantage for the Client, (ii) a significant modification made to these Conditions by Adrestia or (iii) any price adjustment announced by Adrestia. In any case, this allows 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 one of the obligations stipulated in the Contract, not repaired within thirty (30) calendar days from the sending of a formal notice by registered letter with acknowledgment receipt or by e-mail notifying the breach in question, the other Party may assert the termination of the Contract subject to the damages to which it may claim 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 Agreement. If this non-compliance continues, the Contract will be automatically terminated without the need to send a new formal notice. In addition, either Party may terminate the Agreement if the other Party: (a) becomes insolvent and (b) is appointed a receiver to administer the insolvency or any other part of its assets.
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.
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 Agreement, 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.
19. NULLITY- INVALIDITY
In the event that one of the clauses of this Contract is null and void by a change in legislation, regulation or by a court decision, this can in no way affect the validity and compliance with these Conditions.
The cancellation of one or multiple of the clauses of these Conditions may not result in the cancellation of the Conditions as a whole, provided however that their balance and their general economy can be maintained. In the event of cancellation, nullity or illegality of any clause or part of a clause of these Conditions, the Parties undertake to replace this clause with a replacement clause of equivalent scope and legal effects.
Any notice required under this Agreement must be provided to the other Party in writing.
It will 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 Conditions or to any other address that We may designate by notification in accordance with this article.
Any notification under these Conditions 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 will 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: email@example.com.
The Client may not use the name (s), trademark (s) or trade name (s) (registered or unregistered) of Adrestia as a reference or to other promotional purposes, unless explicitly agreed otherwise.
22. COMPLETE AGREEMENT
You agree that these Conditions and any information which forms part of them by written reference (e.g. the Purchase Order) constitute our entire agreements relating to the Services You have ordered and take precedence over any prior agreement or statement. or concomitant, written or verbal relating to said Services. They cancel and replace any previous agreement, 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 Conditions, the additional terms will prevail.
23. APPLICABLE LAW AND COMPETENT COURTS
These Conditions are subject to Belgian law. Any dispute likely to result from the interpretation or execution of these Conditions will be subject to the exclusive jurisdiction of 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/.
24. HOW TO CONTACT US
If you have questions about our services or the Agreement, 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 to the address: firstname.lastname@example.org.