Terms &Conditions

2.1 Service Description

The Service, Vericato, provides a platform that enables you to verify your customer through the verification method of their choice. A more detailed description of the Service's features, technical specifications, and functionalities is available in the Documentation, which may be updated from time to time.

2.2 Scope of Services and Usage Rights

• User Access: Access is limited to the number of named users specified in your Order Form. Each authorized user must have a unique login credential and may not share their credentials with any other individual.
• Feature Entitlements: You are entitled to use the specific features and modules of the Service as outlined in your Order Form. Any additional features or modules may require an upgrade or separate agreement.
• Usage Limits: Your use of the Service may be subject to certain limitations, including but not limited to the number of included verifications. These limits will be specified in your Order Form or the Documentation. Exceeding these limits may result in additional charges or temporary suspension of service, as further detailed in Section 3.

2.3 Prohibited Activities

You agree not to, and will not permit any third party to:

• • Resell, sublicense, distribute, lease, rent, or otherwise commercially exploit the Service to any third party.
• • Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service or any underlying ideas or algorithms, except to the extent such acts are expressly permitted by applicable law notwithstanding this limitation.
• • Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
• • Use the Service to store or transmit malicious code, including but not limited to viruses, worms, Trojan horses, or other harmful or deleterious computer programs.
• • Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
• • Attempt to gain unauthorized access to the Service or its related systems or networks.
• • Remove or obscure any proprietary notices or labels on the Service.
• • Use the Service for any purpose that is illegal or prohibited by this Agreement.

3.1 Fees and Pricing Models

You agree to pay all fees specified in the Order Form ("Fees"). Unless otherwise specified in the Order Form, all Fees are quoted in EUR and are based on the Service subscribed to and / or on actual usage.

Our pricing models may include but not limited to:

• Monthly/Annual License Fees: Recurring fees for access to the Service.
• One-time Setup Costs: Fees for initial configuration or onboarding.
• Usage-based Fees: Fees calculated based on consumption of specific resources or features (e.g. API calls, storage, data volume, extra verifications, ...).

3.2 Payment Terms

Unless otherwise stated in the Order Form, all Fees are due and payable on the day of the invoice. Invoices will be generated based on your Subscription Term. You are responsible for providing complete and accurate billing and contact information to Provider and notifying us of any changes to such information.

3.3 Consequences of Late Payment

If any undisputed Fees are not received by the due date, then, without limiting Provider's rights or remedies:

• • A late charge of 2% per month may be assessed on the unpaid balance, calculated daily from the due date until paid in full, augmented with a lump-sum compensation of 100 EUR.
• • Provider may, without limiting its other rights and remedies, suspend your access to the Service until such amounts are paid in full. We will provide you with prior written notice before suspending your access.
• • Provider reserves the right to initiate legal proceedings for debt recovery.

3.4 No Refunds

Unless otherwise explicitly agreed upon in writing in the Order Form, all Fees paid are non-refundable. This policy reflects the nature of our offering, where access and resources are provisioned upon subscription.

4.1 Subscription Term

This Agreement commences on the Effective Date and continues until all Subscription Terms for all Services subscribed to under this Agreement have expired or have been terminated. Each Service subscription will have a specific Subscription Term as indicated in the applicable Order Form.

4.2 Automatic Renewal

Unless otherwise specified in your Order Form, your subscription will automatically renew for successive periods equal to the initial Subscription Term (e.g., if your initial term is 12 months, it will renew for another 12 months) at the then-current rates, unless either party gives the other written notice of non-renewal prior to the end of the then-current Subscription Term. This written notice can be given by using the cancellation options in the Customer’s account.

4.3 Termination for Cause

Either party may terminate this Agreement or any Order Form for cause:

• • Upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
• • If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4.4 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days prior written notice to the other party. In such a case, you will remain responsible for any Fees incurred up to the effective date of termination, and no refunds will be provided for any prepaid, unused portion of the Service.

4.5 Effect of Termination

Upon termination or expiration of this Agreement for any reason:

• • Your right to access and use the Service will immediately cease.
• • All outstanding Fees owed by you to Provider will become immediately due and payable.
• • Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, governing law, and dispute resolution, along with any other provisions that by their nature are intended to survive, shall survive the termination or expiration of this Agreement.

5.1 Provider's Intellectual Property

You acknowledge that Provider retains all right, title, and interest in and to the Service, the Documentation, and all related intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and any improvements, modifications, or derivatives thereof. This Agreement does not grant you any ownership rights in or to the Service or any intellectual property owned by Provider.

5.2 Customer Data Ownership

As between Provider and Customer, you retain all right, title, and interest in and to your Customer Data. Provider obtains no rights from you to your Customer Data, except for the limited rights granted by you to Provider to provide the Service under this Agreement.

5.3 License to Feedback

You grant Provider a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to use and incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by you, relating to the operation of the Service.

5.4 IP Infringement Claims

You will defend Provider against any claim, demand, suit, or proceeding made or brought against Provider by a third party alleging that your Customer Data, or your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law ("Customer IP Claim"), and will indemnify Provider for any damages, attorney fees, and costs finally awarded against Provider as a result of, or for amounts paid by Provider under a court-approved settlement of, a Customer IP Claim.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DAMAGES LIKE FOR EXAMPLE INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, PROVIDER'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PROVIDER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.1 Indemnification

You agree to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• • Your breach of this Agreement.
• • Your Customer Data or your use of the Service in violation of this Agreement or applicable law.
• • Your negligence or willful misconduct.

Provider agrees to indemnify, defend, and hold harmless you, your affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• • Provider's negligence or willful misconduct.

8.2 Indemnification Procedures

The indemnified party shall promptly give the indemnifying party written notice of the claim and provide the indemnifying party all reasonable assistance, at the indemnifying party's expense.

9.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, product roadmaps, financial information, customer data, technical data, and marketing strategies.

9.2 Exceptions

Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

9.3 Protection and Use of Confidential Information

The Receiving Party agrees to:

• • Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
• • Maintain the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• • Not disclose or permit the disclosure of the Disclosing Party's Confidential Information to any third party, except to its employees, agents, contractors, and legal or financial advisors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein.

9.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9.5 Duration

The obligations of confidentiality set forth in this Section 9 shall survive the termination or expiration of this Agreement for a period of ninety nine (99) years, except for trade secrets, which shall remain confidential indefinitely.

10.1 Provider Warranties

Provider warrants that:

• • The Service will perform substantially in accordance with the Documentation.
• • Provider will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Provider shall give advance electronic notice); and (b) any unavailability caused by circumstances beyond Provider's reasonable control, including Force Majeure events.

10.2 Customer Warranties

You warrant that:

• • You have the legal power and authority to enter into this Agreement.
• • You will use the Service in compliance with all applicable laws and regulations.
• • You have all necessary rights, consents, and permissions to provide your Customer Data to Provider for processing under this Agreement.
• • You are not located or incorporated in the United States or Canada.

10.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Hasselt, Belgium.

11.2 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and parties to this Agreement will undertake all efforts to negotiate a provision that has the same effect.

11.3 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, war, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as denial of service attacks, or other internet or telecommunications outages, provided that the party experiencing the difficulty provides the other party with prompt written notice thereof and uses reasonable efforts to resume performance promptly.

11.4 Entire Agreement

This Agreement, including all appendices and any Order Forms, constitutes the entire agreement between you and Provider regarding your use of the Service and supersedes all prior or contemporaneous agreements, understandings, discussions, or representations, whether oral or written, regarding such subject matter.

11.5 Amendments

Provider may update these Terms & Conditions from time to time. We will notify you of any material changes by posting the updated terms on our website or by sending you an email notification. Your continued use of the Service after the effective date of the updated terms constitutes your acceptance of the revised terms. If you do not agree to the revised terms, you must stop using the Service and terminate your subscription.

11.6 Assignment

You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Provider. Provider may assign or transfer this Agreement, in whole or in part, without your consent.