Terms & Conditions
Last update: 17.06.2019
What do these terms and conditions (“Terms”) cover? These are the Terms on which Younited S.A. (“The Supplier”, “we” or “us”) provide certain web Services to businesses, organizations, federations, lobby groups, public institutions, families, family offices, and other groups (“The Customer”, “you”).
Why should you read them? These Terms, as part of the Agreement, are a legal contract between you and us so please read them carefully before you submit the Offer of Services or use our Services. These Terms tell you how we will provide the Services to you, how you and we may change or end them, and other important information. If you do not agree with the Terms, do not access or use the Services.
The most current version of the Terms can be viewed by clicking on “Privacy and Legal Terms” link at the bottom of our website (https://trustedfamily.net), so please check this page regularly.
Information about us and how to contact us
We are Younited S.A. a registered stock company (“Société Anonyme”) organized under the laws of Belgium and have our registered office at Rue des Chartreux 19, 1000 Brussels (Belgium). We are registered with the Belgian Register of Legal Entities under number 0890.971.229.
You can contact us by writing to us at email@example.com.
ARTICLE 1 DEFINITIONS
The following definitions apply in these Terms, unless otherwise defined herein:
“Account” shall mean the personal access of a Group Member to the Group Platform;
“Additional Services” shall mean any Services agreed to as part of the offer that are not license fees for access to the Platform;
“Administrator” shall mean a person, whether Group Member or not, appointed by The Customer for purposes of managing and supervising all or part of the Group Platform on its behalf;
“Business Days” shall mean a day (other than a Saturday or a Sunday) on which banks are open for business in Belgium;
“Customer Data” shall mean any information made available via the Group Platform whether pertaining to The Customer, Administrators, Group Members or any other person or entity;
“Controller” has the meaning given to it in the Data Protection Legislation;
"Data Protection Legislation" means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation in the EU and/or elsewhere in the world (e.g. in the US) relating to the processing, privacy, and use of Personal Data, as applicable, including (without limitation) EU Regulation 2016/679 (“GDPR”) and/or any implementing or related legislation; in each case, as in force and applicable, and as may be amended, supplemented or replaced from time to time;
“Effective Date” shall mean the date of signature of The Offer of Services, unless Parties agree upon another date in writing;
“Event of Default” shall have the meaning specified under Article 9.3.1;
“Fees” correspond to the subscription plan and additional services chosen by The Customer among the subscription plans and additional services made available by The Supplier;
“Force Majeure” is any occurrence beyond the reasonable control of the affected Party which it could not reasonably have foreseen and avoided or overcome, and which realistically makes it impossible for the affected Party to perform one or more of its obligations pursuant to these Terms;
“Group” shall mean The Customer’s organization, which may include both individuals and legal entities;
“Group Member” shall mean a member of the Group who has been granted by The Customer access to the Group Platform in accordance with these Terms;
“Group Platform” is the platform served by the URL that is allocated to the family as described in Annex 1 (Description of the technical services provided);
“Parties” shall mean The Customer and The Supplier collectively;
“Party” shall mean The Customer or The Supplier individually;
“Personal Data” has the meaning given to it in the Data Protection Laws;
“Platform” shall mean the secured web platform developed by The Supplier and powering the Group Platform;
“Processor” has the meaning given to it in the Data Protection Legislation;
“Protected Materials” shall mean the services specified under Article 5.4;
“Services” shall mean the services specified under Article 2.1.
“Terms” shall mean these terms and conditions as amended from time to time. The annexes form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the annexes;
“The Customer” has the meaning given that term in the Offer of Services;
“The Supplier” shall mean Younited SA registered in Belgium with company number 0890.971.229 that is referred to as the invoicing entity in the Offer of Services.
ARTICLE 2 SERVICES
2.1. Upon the terms and conditions set forth in these Terms, The Supplier shall:
2.1.1. set up and provide The Customer with a Group Platform, the characteristics of which are described in Annex 1 (Description of the technical services provided);
2.1.2. grant The Customer a secured and restricted access to the Group Platform allowing The Customer to manage and use the Group Platform and appoint Administrators and Group Members;
2.1.3. License to The Customer the use of the software and provide other services necessary for productive use of such software and the Group Platform including customization/integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, training and backup and recovery, as further described in Annex 1 (Description of the technical services provided) these services being hereinafter collectively referred to as the “Services”.
2.2. Unless otherwise limited in these Terms or links, The Supplier grants The Customer a renewable, nonexclusive and worldwide right for any Group Member, Administrator or any other individual or entity authorized by The Customer to access and use the Services
2.3 The Supplier shall provide such Additional Services as agreed upon by the Parties, as described in the Offer of Services.
2.4 Except for the Services and the Additional Services, The Customer acknowledges that no provision of these Terms shall have the effect of, or be construed as, creating any obligation upon the Supplier vis-à-vis The Customer as to the Platform, which powers the Group Platform, meaning that The Supplier has no obligation to develop custom modules or to modify the Platform to adapt it to specific needs of The Customer that are not being covered by the Services or Additional Services.
2.5 The Supplier undertakes to perform the Services diligently, on a timely basis, by qualified personnel using the best industry standards and practices in accordance with the terms set forth in the Offer of Services.
ARTICLE 3 FEES
3.1 In consideration for the Services, The Customer shall pay to The Supplier the Fees set forth in the Offer of Services.
3.2 The Supplier shall invoice the Fees, within twenty (20) Business Days following the Effective Date of The Offer of Services and thirty (30) days before renewal thereof.
3.3 The Parties agree that the Fees will be subject to an automatic annual increase, equal to the Belgian Consumer Price Index (CPI). Additionally, the Fees may be revised if The Supplier develops new Services or Additional Services, which The Customer can accept or refuse. Upon notification of acceptance of the new Fees, they shall be applied pro rata temporis of the duration of the remaining current term of the Agreement, and for every renewal thereof.
3.4 Subject to Article 9.1.1, the Parties agree that the Fees shall be revised in the event The Customer requests a different subscription plan or additional services. Such request shall be notified to The Supplier which shall, within twenty (20) Business Days after receipt of the request, (i) implement the requested subscription plan and notify its implementation to The Customer and/or provide the additional services, and (ii) invoice the revised Fees, it being understood that the Fees paid by The Customer in relation to the previous subscription plan or additional services shall be set-off pro rata temporis against the revised Fees.
3.5 In the events described in Articles 3.3 and 3.4, the Parties expressly agree to amend The Offer of Services accordingly.
3.6 Additional Services may be charged and invoiced separately, in accordance with The Offer of Services.
3.7 The Customer shall pay each invoice submitted by The Supplier within twenty (30) Days following its receipt, by transfer of immediately available funds to a bank account nominated in writing by The Supplier in the invoice.
All amounts payable to The Supplier, which have not been received by the due date , will immediately and without prior notice produce interest at the rate of 10% per year This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. If The Customer fails to make payment due to The Supplier under this Agreement in full within 30 days of receipt, The Supplier may suspend the supply of Services until the payment is received. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services, and it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly (including reasonable attorneys’ fees and disbursements, incurred to collect any unpaid amount) if you fail to make a payment under the Agreement by the due date.
ARTICLE 4 MANAGEMENT OF THE GROUP PLATFORM
4.1 The Customer is responsible for the management and use of the Group Platform. The Customer undertakes to manage and use the Group Platform in accordance with all applicable laws and regulations and ensures that it will put the same obligation upon its Group Members and Administrators and any other individual or entity authorized by The Customer to access and use the Services and the Group Platform.
4.2. The Customer appoints and revokes, in its own discretion, Administrators and Group Members, subject to Article 4.4.
4.3 Notwithstanding Articles 4.1 and 4.2, The Supplier is entitled to access the Group Platform to the extent necessary to provide the Services and Additional Services required under these Terms, as well as to conduct periodical penetration and security tests. The Supplier employees that access the Group Platform shall be bound by obligation of confidentiality. The Customer may request access to these test results and may, at its own cost, decide to conduct an independent penetration and security test provided a specific confidentiality agreement is entered with The Supplier and all costs are borne by The Customer.
4.4 The Customer shall indemnify and hold harmless The Supplier for and against any loss, liability, claim, damage or expense (including costs of investigation and defence, costs of collection and reasonable attorneys' fees) which The Supplier suffers or incurs and which arises, directly or indirectly, from The Customer’s management of the Group Platform and use thereof (including by Administrators and Group Members and any other individual or entity authorized by The Customer to access and use the Services and the Group Platform).
4.5 Without prejudice to Articles 4.1 and 4.2, The Supplier expressly reserves the right to suspend and/or revoke the Account of any Group Member or the access of any Administrator and/or any other individual or entity authorized by The Customer to access and use the Services and the Group Platform at any time and at its own discretion, to the extent necessary to safeguard (i) the integrity of the Platform (including the Group Platform or other similar platforms), (ii) the privacy and integrity of The Customer Data, and (iii) The Supplier’s intellectual property rights under Article 5.
ARTICLE 5 INTELLECTUAL PROPERTY RIGHTS
5.1 The Customer undertakes to manage and use the Group Platform in accordance with the applicable laws on intellectual property rights (including, without limitation to the generality of the foregoing, copyrights and authors’ rights) and undertakes that all Administrators and Group Members shall abide by these laws and will not make available any content or initiate communication that infringes upon the patents, trademarks, trade secrets, copyrights or other proprietary rights, titles or interests of other persons, whether personal, corporate or governmental.
5.2 In no event shall any provision under these Terms have the effect of, or be construed as, creating any obligation upon The Supplier as to the content or use of the Customer Data. The Customer remains solely and entirely liable and responsible, in every possible respect, notably towards all competent authorities and third parties, and shall support all consequences vis-à-vis these authorities, for the content of the Customer Data.
5.3 Any title, right or interest in the Customer Data shall remain the ownership of The Customer or of the Group Members respectively, as the case may be.
5.4 To the exception of the Customer Data and The Customer’s logos, trademark, trade names or other proprietary intellectual property that may be used on the Group Platform at The Customer’s request, The Supplier shall at all times own all rights and interests (including any and all intellectual property rights, whether existing, contingent or future) in respect of the Platform and the Group Platform including, without limitation, any graphic or literary elements thereof (logos, trademarks or trade names, pictures, photographs, designs, texts, video or audio files, etc.), any database, any software, computer program, routines, scripts, applets, or any directories or files of whatever nature, necessary for the processing or the use of the Platform or the Group Platform (hereinafter collectively referred to as “the Protected Materials”). The Supplier shall have the sole right to prosecute and maintain any registrations of any intellectual property rights in the Protected Materials and to defend any claim of infringement related thereto. The Customer shall provide such additional cooperation that The Supplier reasonably requests in order to perfect, evidence, protect or secure the foregoing rights. The Customer acknowledges and agrees that it shall have no right to register copyrights or intellectual property rights in relation with any of the Protected Materials or portion thereof.
5.5 The Supplier shall license The Customer the use of the Protected Materials to the extent strictly necessary to manage and use the Group Platform under this Agreement. This license shall not be deemed to extend to any programs, software or materials of The Supplier other than the Protected Materials, unless specifically agreed otherwise by the Parties in writing. The Customer shall not permit any third party, other than the Administrators and Group Members, to use the licensed Protected Materials, nor itself use the Protected Materials on behalf of, or for the benefit of, behalf of, or for the benefit of, any third party other than the Administrators and Group Members in any manner whatsoever. This license shall not be construed as granting The Customer, Administrators or Group Members any right whatsoever in the Platform, Group Platform or any other Protected Materials or intellectual property owned by The Supplier.
5.6 The licenses granted under this article shall be irrevocable for the duration of the Agreement, provided that the respective licensee does not use the licensed property in any manner which violates the license. These licenses shall terminate only upon the expiration or termination of this Agreement.
5.7 The royalties for the licenses granted by The Supplier shall be included in the Fees as set forth in Article 3.
5.8 The Customer shall immediately notify The Supplier and take measures to minimize any prejudice to The Supplier or third parties if it becomes aware of any unauthorized use of all or part of the Protected Materials by any person.
ARTICLE 6 PERSONAL DATA PROTECTION, PRIVACY AND E-COMMUNICATION
6.1. We will use any Personal Data you provide to us to among others:
provide the Services;
process your payment for the Services; and
inform you about similar Services that we provide, but you may stop receiving these at any time by contacting us.
6.3. Both Parties will comply with all applicable Data Protection Legislation.
6.4 When processing Personal Data under or in connection with these Terms, The Customer will be Controller and The Supplier will be Controller (when processing the Personal Data for the purposes set out in Article 6.5.1) or Processor (when processing the Personal Data for the purpose set out in Article 6.6.1).
6.5 The Supplier acting as Controller:
6.5.1 The Supplier may collect, process, use or share Personal Data with its affiliates and external service providers, within or outside the country of origin in order to: administer, track and fulfil orders for a Service; implement the Services; manage and protect the security and resilience of its systems, network and the Services; manage, track and resolve incidents with the Services; administer access to online portals relating to the Services; manage these Terms (including, without limitation, invoicing the Services) and resolve any disputes relating to these Terms; respond to general queries relating to the Services or these Terms ; run customer and marketing communications and events; and comply with applicable law;
6.5.3 Where The Customer and The Supplier each act as a Controller in relation to the processing of Personal Data under or in connection with these Terms, the Parties will not act as joint Controllers in relation to such processing.
6.6 The Supplier acting as Processor:
6.6.1 If The Supplier processes Personal Data in connection with the provision of the Services and the Additional Services, The Supplier will do so as a Processor on behalf of The Customer, and such processing will be governed by the terms set out in the Data Processing Agreement.
6.6.2 When The Supplier acts as Processor, The Customer will be considered as Controller.
6.7. Customer agrees to indemnify, defend, and hold harmless The Supplier and its affiliates, its officers, directors, agents and employees (each, an ‘Indemnitee’) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines or judgments, including reasonable attorney’s fees, costs and expenses related hereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any claim arising out of or relating to non-compliance with the laws and regulations relating to the protection of Personal Data, privacy and/or information security.
ARTICLE 7 WARRANTIES & LIABILITIES
7.1 The Supplier undertakes that the Services will be performed in accordance with Articles 2.1, 2.2 and 2.3.
7.2 The Supplier further undertakes that it shall not send or store material (i) containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (ii) that interferes with or disrupts the integrity or performance of the Group Platform or The Customer Data (including Personal Data) contained therein; or (iii) that attempts to gain unauthorized access to the Group Platform or its related systems or networks.
7.3 The Parties acknowledge and agree that these Terms set forth their entire liabilities and remedies with respect to any matter contemplated in these Terms
7.4 The Customer acknowledges that the Services may not meet all of its individual requirements and that The Supplier’s sole obligation is to provide the Services, and the case being the Additional Services, specified in these Terms. Except as set forth in Article 7.1 above, the Supplier makes no representation and warranty as to the quality and speed of data transmission or as to interruptions of service. As from date of the signature of the Agreement, in the event of an interruption of service of more than 48 consecutive hours, a compensation of 1/365 of the Fees, as amended from time to time according to these Terms, shall be paid by The Supplier to The Customer per day of interruption of service, except in the event such interruption results from Force Majeure.
7.5 The Supplier shall not be liable to The Customer for any loss arising out of (and to the extent caused by) any failure by The Customer to keep full and up-to-date security copies of the computer programs and data it uses in accordance with best computing practice.
7.6 The Supplier undertakes to make commercially reasonable efforts to safeguard the confidentiality of The Customer Data in accordance with these Terms and, more generally, the conformity of the Services with the requirements and specifications set in these Terms. The Supplier shall however not be liable for any loss or damage, other than the loss or damage resulting from The Supplier’s gross negligence or wilful misconduct resulting from unauthorized access to, or use of, The Customer Data and /or group Platform. Without prejudice to the generality of the foregoing, any access to, or use of, The Customer Data and/or Group Platform by a third party directly or indirectly resulting from the communication by a Group Member or Administrator of its account login and/or password shall irrevocably be considered as unauthorized access.
7.7 The Supplier shall indemnify The Customer against any claim that the normal use of the Protected Materials infringes the intellectual property rights of any third party, provided that (i) said claim is declared founded by an enforceable judgment of a competent court or is abandoned by the third party as a result of a settlement agreed upon and executed by all parties to the proceedings and by The Supplier (ii) that The Supplier is notified in writing of any such claim within five (5) Business Days following receipt of such claim by The Customer, (iii) that The Supplier is given immediate control of such claim, (iv) that The Customer does not prejudice The Supplier’s defence of such claim, (v) that The Customer gives The Supplier all reasonable assistance with such claim (at the cost of The Supplier) and (vi) that the claim does not arise as a result of the use of the Protected Materials in combination with any equipment or programs not supplied or approved by The Supplier or by reason of any alteration or modification which was not made by The Supplier or with its prior written consent. The Supplier shall have the right to replace or change all or any part of the Protected Materials in order to avoid any infringement. The foregoing states the entire liability of The Supplier to The Customer with respect to the infringement of the intellectual property rights of any third party.
7.8 Notwithstanding anything else contained in these Terms, The Supplier shall not be liable to The Customer for loss of profits or contracts, loss of goodwill or other special, indirect or consequential loss whether arising from negligence, breach of contract or howsoever, except in case of gross negligence or wilful misconduct.
7.9 Without prejudice of the provisions of these Terms and to the extent permitted by law, if The Supplier is held liable under these Terms to The Customer (including The Customer's employees, shareholders, Administrators, Group Members and/or contractors), the damages owed with respect to such liability shall except in case of gross negligence or wilful misconduct, be limited to the amount of the Fees effectively paid by The Customer, prior to the occurrence of the event triggering the claim, for the Services rendered during the current term or renewed term of the Offer of Services.
ARTICLE 8 FORCE MAJEURE
8.1 For purposes of these Terms, “Force Majeure” shall mean any occurrence beyond the reasonable control of the affected Party which it could not reasonably have foreseen and avoided or overcome, and which realistically makes it impossible for the affected Party to perform one or more of its obligations pursuant to this Agreement.
8.2 The affected Party shall, as soon as possible after learning of the occurrence of an event of Force Majeure, notify the other Party of such event and shall within five (5) Business Days after the day of learning of such occurrence, provide the other Party with a written statement with respect to such event. Such a written statement shall include a precise description of the Force Majeure event and the reasons of the delay or the inability to perform the obligations resulting from these Terms
8.3 If the affected Party does not immediately inform the other Party after learning of the occurrence and/or does not provide the written statement described above, it shall be liable for the non-performance of its obligations during the continuation of the Force Majeure event and all consequences caused by and resulting from such Force Majeure event.
8.4 Further, the affected Party shall use reasonable commercial efforts to mitigate the effects of Force Majeure and shall, during the continuation of Force Majeure, provide the other Party with regular updates, if and when available, of the extent and expected duration of its inability to perform.
8.5 In the event of Force Majeure and if the written statement mentioned under Article 8.2 has been provided, no breach or default by the affected Party shall be deemed to have occurred and the affected Party shall be released from the obligations which Force Majeure prevents it from performing, for the period of time during which, and to the extent that, Force Majeure frustrates such performance.
8.6 In circumstances in which Force Majeure leads to a reduction of the delivery or the quality of any Service, and the other Party nevertheless accepts such Service, appropriate adjustments shall be made to the Fees due for the relevant Service.
ARTICLE 9 TERM AND EARLY TERMINATION
9.1.1 This Agreement enters into force on the Effective Date for an initial term of twelve (12) months and will automatically renew for successive renewal periods of twelve (12) months unless this Agreement is terminated earlier in accordance with the other provisions of this Article 9. Selecting a different subscription plan will not affect the Effective Date. The notification and invoicing by The Supplier of the implementation of such different subscription plan will be done in accordance with Article 3.4.
As from the end of the first one-year term, The Customer shall be entitled to terminate the Agreement at any time by giving The Supplier at least three (3) months’ prior written notice. The Supplier shall reimburse fees paid in relation to the current renewed term within ten (10) Business Days pro rata temporis as from the month following the termination.
9.3 Early Termination Due to an Event of Default
9.3.1 For purposes of these Terms, “Event of Default” shall mean any of the following events:
18.104.22.168 Any material breach of any covenant or other obligation pursuant to this Agreement if not cured within fifteen (15) days after the non-defaulting Party has notified the defaulting Party in writing of such breach (provided that there shall be no obligation to notify the defaulting Party if such breach is incapable of being cured or incapable of being cured within sixty (60) days);
22.214.171.124 Use of the Services, the Platform or Group Platform for illegal and/or criminal activities by The Customer.
126.96.36.199 The insolvency or bankruptcy of the defaulting Party or the initiation of any proceedings of insolvency, bankruptcy, court-supervised debt rescheduling or moratorium or analogous proceedings;
188.8.131.52 an event of Force Majeure, which lasts for more than thirty (30) Business Days.
9.3.2. Upon occurrence of any Event of Default, the non-defaulting Party may terminate this Agreement by giving notice in writing to the defaulting Party within eight (8) Business Days after having become aware of the relevant Event of Default. Such termination shall become effective as of the fifth (5) Business Day after the date of such notification, unless otherwise specified by the non-defaulting Party in such notification.
9.4 Consequences of Termination
9.4.1. Notwithstanding Article 9.2, upon termination of this Agreement for any reason whatsoever, any amounts accrued, due and payable between the Parties shall be paid forthwith.
9.4.2. In the event of termination of this Agreement, The Customer may request an electronic support with a full copy of The Customer Data within sixty (60) Business Days after the date of termination. Upon receipt of such request, The Supplier will provide The Customer with an electronic support containing a full copy of The Customer Data within a delay of four (4) weeks under condition that all outstanding fees of the Supplier are paid. A fee of €950 will be charged to The Customer to cover the cost of exporting and sending The Customer Data back.
In the event The Customer does not request a copy of The Customer Data within the term of sixty (60) Business Days the Supplier shall destroy The Customer Data after 180 Business Days after the date of termination. Such additional service will be charged on a time & material basis, after the prior written consent of The Customer.
ARTICLE 10 INSURANCE
10.1 The Supplier shall maintain during the term of the Agreement insurance coverage for all its customers in accordance with the following requirements:
10.1.1. Commercial General Liability and Property Damage insurance with a combined bodily injury and property damage limit of EUR 2,500,000 for bodily injury, death, property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage;
10.1.2. Errors and Omissions Insurance or comparable coverage with a combined limit of EUR 2,500,000 for claims based and damages arising out of or relating to negligence, malicious acts, omissions, errors in the performance of Services under this Agreement.
10.1.3. Technology Errors and Omissions Insurance including network security and privacy liability with a combined limit of EUR 2,500,000.
10.2 Certificates of Insurance.
The Supplier can deliver certificates of insurance for the applicable policies upon demand to The Customer.
ARTICLE 11 MISCELLANEOUS
11.1.1 All notices pursuant to these Terms shall be given by registered letter or express courier service (or by electronic mail confirmed by registered letter or by express courier service) to the address of The Supplier set out in these Terms or such other address as The Supplier may designate by notice given in accordance with this article.
11.1.2 Any notice pursuant to these Terms shall be deemed effective as of the following points in time:
- if sent by registered letter, on the date on which such letter is delivered or a first attempt at delivery is made;
- if sent by courier, on the date on which it is delivered;
- if sent by electronic mail, on the date that such mail is delivered.
We may change the Terms in the future at any time at our sole discretion. Your continued use of our Services after we have posted amended Terms indicates that you agree to the amended Terms.
The Customer acknowledges that the Agreement is non-exclusive and agrees that The Supplier expressly reserves the right, and shall be entitled, to freely and validly promote and offer its Services to any individual, corporation or entity.
11.4 Entire Agreement
This Agreement constitute the entire agreement between the Parties, and supersede any prior or contemporaneous communications, representations or agreements between the Parties, whether oral or written, regarding the subject matter of this Agreement. The Customer’s terms and conditions shall not apply between the Parties.
11.5.1 Neither Party may assign or transfer or transfer any of its rights or obligations under these Terms to any person other than a company in which it holds more than 50% of the shares without the prior written consent of the other Party.
11.5.2. The Supplier may appoint any person as its agent or sub-contractor to exercise part or all of its rights, or perform part or all of its obligations, under these Terms, without the prior written consent of The Customer provided that, in such event, The Supplier shall have full responsibility towards The Customer for the performance of its obligations under these Terms, and any person acting as an agent or sub-contractor for The Supplier shall be bound by all terms and conditions of these Terms to which The Supplier is subject.
11.6.1 Any provision of these Terms held to be invalid or unenforceable by a court or arbitration panel of competent jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Terms
11.6.2. The Parties shall negotiate in good faith to substitute any such invalid or unenforceable provision with a valid and enforceable provision that is consistent with the intent of the Parties.
The Parties acknowledge that they will have to disclose confidential information to each other during the execution of these Terms
Each Party undertakes that it shall not at any time during and after termination of this Agreement disclose to any person any confidential information disclosed to it by the other Party concerning the business or affairs of the other Party or of any member of its group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, market opportunities and customers (“Confidential Information”), except as permitted in the clause below.
Each Party may disclose the other Party’s Confidential Information:
- to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the Party's obligations under these Terms, provided that the disclosing Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this article as though they were a Party to these Terms The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this article; and
- as may be required by law, court order or any governmental or regulatory authority.
The Supplier may not use the name(s), trademark(s) or trade name(s) (whether registered or not) of The Customer as a reference or for other promotional purposes, unless expressly agreed otherwise.
Neither Party's failure to exercise any of its rights under these Terms shall constitute or be deemed to constitute a waiver or forfeiture of such rights.
11.10 Governing Law and Settlement Of Disputes
This Agreement shall be governed by and construed in accordance with the laws of Belgium.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation the existence, validity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Brussels (Belgium). The proceedings shall be conducted in the French language.
Annex 1: Description of the technical Services provided
By Group Platform we mean the platform served by the URL that is allocated to the organization.
All Group Members that are granted an Account on the Group Platform can create their personal profile with:
Personal background (date of birth, gender, etc…)
Personal contact details (phone, mobile, email)
Addresses, education, jobs, interests
The Group Platform currently includes the following features:
o Customize your Group Platform's homepage with widgets
o Manage members of the Group Platform and their roles
o Invite Group Members to join the Group Platform
o Install or uninstall applications
o View statistics on interaction: posts, likes, etc.
Advanced Search: Search any type of content in a very easy way
Internal Messaging: Let Group Members send messages to each other, in a secure way through the Platform
Commenting: Let Group Members comment and discuss any type of content
Newsfeed: Track and share what members are doing on the Group Platform
Member Directory / Address book: have an up-to-date, centralized and searchable Group Member directory
Family tree: Build your family tree, from the member directory
Post: Write, publish and share updates with other Group Members (news, interviews, announcements, information, questions and answers, ...)
Documents: Upload and share presentations, reports, documents and spreadsheets of any type with other Group Members
Photos: Upload and share pictures with other Group Members
Videos: Upload and share videos with other Group Members
Events: Organize events and invite other Group Members to join, manage attendance
Newsletters: Send email newsletters to all Group Members to keep them informed
Groups: Create working or interest groups
Surveys: make simple surveys
iPhone/iPad app and Android app