Salesorganiser. Salesorganiser is an all-in-one sales tracking system, hosted via salesorganiser.be (Website), that allows a professional customer (You) to increase sales efficiency (Service).
Vision-R. The Service is provided under the terms and conditions of these terms of service (Terms of Service)by Vision-R Comm. V., a company organized and existing under the laws of Belgium, having its registered office at 3290 Diest, Kautershoek 25, with VAT/Company n° BE 0562.973.152, RLE Leuven (Belgium) (Vision-R).
Agreement. These Terms of Service shall constitute Your agreement with Vision-R as to the Service (Agreement). Vision-R shall be entitled to modify these Terms of Service from time to time, provided that any modification shall be notified to You per e-mail prior to implementation. Any subsequent use of the Service shall be deemed as Your acceptance of such modified Terms of Service.
Registration. In order to access the Service and engage in a Trial Period (in the event applicable) or a Subscription, You are required to register an account on the Website in accordance with the registration procedure set forth on the Website (Registration). You confirm that any information provided during Registrationshall be up-to-date, complete, and accurate and that You will keep this information up-to-date, complete, and accurate during the term of the Agreement. In the event such information contains personal data, we will process this personal data in accordance with our privacy policy.
Trail Period. A trial period may apply, during which all functionalities of the Service shall be available for a limited period of time for testing purposes only, in accordance with the applicable terms and conditions set forth on the Website (Trail Period). Salesorganiser may, at its sole discretion, extend such Trial Period or not.
Subscription. In order to be granted access to the Service, You are required to subscribe to one of the subscription plans (single version or team version) set forth on the Website (Subscription).
Users. The Services are provided by Vison-R an a “Pay per User” -basis, related to the number of users in a subscription plan.
SubscriptionTerm. The term of a Subscription is set forth on the Website (Subscription Term). In the event You have engaged the “Auto Renew“ -option on the Website, the Subscription shall, at the end of the Subscription Term, automatically be renewed for subsequent periods equal to the first Subscription Term, or a term otherwise set forth on the Website, as long as the “Auto Renew“-option is engaged, without prejudice to Article 12. In the event You have not engaged the “Auto Renew“-option on the Website, or You have disengaged the “Auto Renew”-option at any time during an ongoing Subscription Term, the Subscription shall automatically terminate at the end of the ongoing Subscription term, unless renewed by You.
Subscription Fee. In exchange for a Subscription to use the Service during the Subscription Term, Vision-R is entitled to a Subscription fee, applicable at the time of Your Subscription, the renewal of Your Subscription and/or a change of Your Subscription during any ongoing Subscription Term in accordance with the Website (Subscription Fee). The Subscription Fee indicated on the Website is the net Subscription Fee due, exclusive of any relevant and applicable fiscal and non-fiscal cost. The Subscription Fee is due, and shall be automatically billed to Your credit card, prior to the beginning of each Subscription Term. An invoice as to the Subscription Fee shall be subsequently made available to You. In the event Vision-R has agreed to invoice the Subscription Fee without prior payment through Your credit card, such invoices shall become due within fifteen (15) days following the invoice date. Under penalty of forfeiture, any complaint as to such invoice: 1) shall be notified to Vision-R in writing within the relevant due date, 2) shall detail the reasons for such complaint and the amount in dispute and 3) shall be accompanied by a settlement of the invoiced amount not in dispute. In the event of overdue payment, Vision-R is entitled to a default interest on the outstanding invoice amount calculated at the legal interest rate applicable in Belgium (W 02/08/02), as well as a lump sump indemnification for extra judicial recovery costs calculated at 15% of the invoice amount, with a minimum of €75. Overdue payment of one or more invoices, shall have as a result that all outstanding invoices of Vision-R become due without prior notice and with immediate effect. The legal interest rate applicable in Belgium (Law 02/08/02) is the refinancing interest rate of the Central European Bank, augmented with 8 points and rounded to the higher point (http://treasury.fgov.be/rente_nl.htm).
Accessibility. The features of the Service are set forth on the Website. Vision-R is entitled, at any time, without prior notice and effective immediately, to modify or discontinue one or more (features of) the Service.Vision-R may offer from time-to-time new versions of the Services via automatic updates. You are required to always use the latest version of the Service. Vision-R does not warrant interoperability between Service versions and/or feature compatibility between Service versions. Vision-R shall grant no access to older versions following automatic updates.The Service shall be accessible on a best effort basis 24-hours a day, 7-days a week, excluding periods of service outage (“Service Outage”). Periods of Service Outage are periods during which the Service cannot be provided for reasons of maintenance, network and/or server failure, supporting services failure (including, but not limited to telecommunications, hosting and power), computer viruses, destruction or damage to Vision-R facilities or any force majeure event. Access to the Service is always dependent on Your internet and network connection.
Support. Vision-R shall provide remote customer support as to the Service in English via email, Monday through Friday, from 9.00 a.m. until 5.00 p.m. local Vision-R support facility time, except on public holidays. Support services shall be provided as set forth on the Website. Support services shall be provided on a best effort basis and relate to the Service only. Vision-R does not guarantee any response time. Training on how to use the Service and on-site visits are not considered as support services. An additional charge may apply, based on the then-current rates for time and materials for such support services, as set out on the Website.
Term. The Agreement shall enter into force and effect as from the moment of Registration and shall remain valid for the duration of the total Subscription Term, unless terminated earlier in accordance with Article 12, and without prejudice to obligations that survive the termination of the Agreement.
Termination. Vision-R is entitled, in its sole discretion, without prior notice and effective immediately, to suspend the performance of its obligations under the Agreement and take appropriate action to temporarily terminate Your access to the Service, or to terminate the Agreement, in the event: (i) You are in default of one or more obligations under this Agreement, (ii) You commit an act of dishonesty, disloyalty or fraud with respect to Vision-R, its business or its products and/or services, (iii) You have become insolvent, bankrupt, dissolved or liquidated, or have voluntarily or on third party request entered into any proceedings for that purpose (iv) You have transferred Your license as to the Service to a third party without express, prior, written consent of Vision-R, (v) You are or have become a direct competitor of Vision-R, (vi) You share Your Registration with a third party, (vii) You are reasonably suspected of providing false information during Registration or the Agreement, (viii) You are reasonably suspected of any attempt to gain unauthorized access to the Service or its related systems or networks, (ix) You are reasonably suspected of accessing the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, (x) You are reasonably suspected of any action to license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service provided by Vision-R in any way, (xi) You are reasonably suspected of any action to reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. During a suspension of the Agreement, the relevant Subscription Fee shall remain due. Following termination of the Agreement, further access to the Service is terminated and the Subscription Fee applicable to the ongoing Subscription Term is due and shall not be refunded.
Force Majeure. A Force Majeure Event is any circumstance beyond the reasonable control of the parties, that renders the performance of a party’s obligations under a sales contract temporary or permanently impossible, including, but not limited to, fire, flood, extraordinary weather conditions, embargoes, blockades, legal restrictions, riots, government measures, epidemic, pandemic, terrorist threats or actions and war. The party effected by the Force Majeure Event shall notify the other party without unreasonable delay of the Force Majeure Event, the impact of such Force Majeure Event on the performance of its obligations under a sales contract and the measures taken to mitigate such impact to the extent reasonably possible. In the event the Force Majeure Event renders the performance of the obligations of the affected party temporarily impossible, the performance of such obligations shall be suspended for the duration of the Force Majeure Event and a reasonable reorganization term, and any delivery time agreed upon shall be automatically extended for an equal period without recourse. In the event the Force Majeure Event renders the performance of the obligations of the affected Party permanently impossible, or the term of the temporary impossibility exceeds a period of thirty (30) consecutive calendar days, either Party shall have the right to terminate the relevant Sales Contract without recourse. The performance of a payment obligation of a Party shall never be affected by a Force Majeure Event.
Liability. Vision-R provides the Service “as is” and does not warrant that the Service meet any express or implied requirement or are fit for a particular purpose, whether notified to Vision-R or not. Vision-R endeavors to provide the Services error-free, and to correct any defect in the Services notified to Vision-R within a reasonable timeframe.Vision-R shall not be held liable for indirect, incidental, consequential and/or special damages, including loss of business or goodwill, loss of production, loss of profit and loss of data.The liability of Vision-R under the Agreement shall be in any event limited to the Subscription Fee paid by You under the Agreement during a twelve (12) month period immediately preceding the event giving rise to the liability claim. Any claim as to any default in the Service, not notified to Vision-R within ten (10) days following the moment You are deemed to have noticed such default, shall be considered as waived. Any civil liability claims as to a default in the Service, not brought before the competent legal authority within six (6) months following the moment of notification in accordance with this article, shall be considered as waived.
Intellectual Property Rights. You agree that all intellectual property rights related to the Service, including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, copyrights, designs, service marks, know-how, information, data and technology, are and shall remain at all times the exclusive property of Vision-R. Such intellectual property rights shall qualify as trade secrets under the Belgian Law of 30 July 2018 on the Protect of Trade Secrets and the remedies provided by that law shall apply. During the Subscription Term, and under the terms and conditions of these Terms of Service, Vision-R is granting You a non-exclusive, non-assignable, non-transferrable, indivisible and revocable right to use the Service in accordance with these Term of Use. Any other use of any such intellectual property rights is prohibited without the prior, express and written consent of Vision-R.
Miscellaneous. This Agreement is the complete agreement between You and Vision-R. Any modification of the terms herein must be in a writing signed by an authorized representative of Vision-R and expressly referencing the applicable provisions of this Agreement. This Agreement may not be assigned by You without the prior written approval of Vision-R, but may be assigned without Your consent by Vision-R (a) to a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) to a successor in a share purchase agreement or by way of merger. Any failure or delay by a party in exercising any right under this Agreement, any single or partial exercise of any right under this Agreement or any partial reaction or absence of reaction by a party in the event of violation by the other party of one or more provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s rights under this Agreement or under said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by a party, this waiver cannot be invoked by the other party in favour of a new failure, similar to the prior one, or in favour of any other kind of failure. In the event a provision of these Terms of Service shall be ruled unenforceable or invalid under relevant and applicable law by a competent court, parties shall grant such competent court the authority to mitigate the content of such clause in so far and to the extent enforceable and valid under relevant and applicable law. Parties agree that (i) electronic signatures which qualify as an advanced or a qualified e-signature under the eIDAS Regulation (Regulation (EU) N°910/2014) or (ii) scan copies of duly signed counterpart signature pages to this Agreement transmitted by email in .pdf format, will have the same probative value as a wet ink original paper document bearing a manually signed signature.
Applicable law and competent court. Belgian law applies. Parties shall be entitled to submit any dispute as to the Agreement to the Courts of Antwerp, department Hasselt or to CEPANI arbitration in accordance with CEPANI’s arbitration rules in effect at the time of the arbitration. Such arbitration shall be conducted in English before one arbitrator vested in Brussels. The decision made by the CEPANI arbitrator shall be accepted as final and binding upon both parties. The cost for arbitration shall be borne by each Party as determined by the arbitrator.
