Terms and conditions

1. General and Scope
   • The present terms and conditions free trial are applicable to all Licensed Products and Services provided by Pronect.it to the Client as part of a free trial period.
   • If you are an employee (or contractor) of the Client entering into this Agreement on behalf of the Client, you represent and warrant that (i) you have full legal authority to bind the Client to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the Client to this Agreement.
   • The Client expressly waives the application of its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by Pronect.it.
   • The Client expressly acknowledges and agrees that this Agreement (including any amendment hereto) may be executed and signed through electronic signature technology. To the extent that the Agreement is executed or signed electronically, the electronic signature is the legally binding equivalent to their handwritten signature. Delivery of a fully executed copy through electronic signature technology shall have the same force and effect as delivery of an original hardcopy. To the maximum extent permitted by applicable law, the Client will not, at any time in the future, repudiate the meaning of electronic signature or claim that its electronic signature is not legally binding.
2. Definitions
   • In these Terms and Conditions, unless otherwise specified, the following definitions will apply:

“Affiliate” means, in relation to the relevant Party, any person or entity controlling, controlled by, or under common control with such Party, whereby “control” means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership on the board of directors, by agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than 50% of the voting securities of a second entity shall be deemed to control that second entity (and “controlling” and “controlled” shall have a corresponding meaning);

“Agreement” means the entire contractual relation between Pronect.it and the Client, including these Terms and Conditions and its Annexes.

“Business Day” means a normal working day of Pronect.it from 8.30 a.m. to 5.30 p.m. from Monday to Friday, excluding Belgian public holidays.

“Client Admin Account” means an account enabling a person to access and use the SaaS, including both administrator accounts and user accounts.

“Client Data” means all data proprietary to, or held by the Client which is inputted or uploaded by the Client (through the SaaS Users) when using the SaaS and as processed or stored by Pronect.it as a result of the Client (through the SaaS Users) using the SaaS. Client Data shall also include output data resulting from the processing by the SaaS of the entered data by the Client (through the SaaS Users).

“Client Personal Data” means the personal data proprietary to or held by the Client, which is inputted or uploaded by the Client (through the SaaS Users) when using the SaaS and as processed or stored by Pronect.it as a result of the Client (through the SaaS Users) using the SaaS.

“Client” means the legal entity entering into contractual relations with Pronect.it, as identified in the request for the free trial.

“Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including this Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs. The Confidential Information of Pronect.it shall include, without limitation, the Licensed Products. The Confidential Information of the Client shall include, without limitation, the Client Data.

“Documentation” means the technical and functional product information that Pronect.it (at its sole discretion) generally makes available from time to time to its clients.

“Effective Date” means the effective date as set forth in the email from Pronect to the Client confirming the Free trial.

“Fees” means the outstanding fees payable by the Client to Pronect.it, including the Licence Fees and the Services Fee.

“Force Majeure” means a temporary or permanent inability of a Party to fulfil its (non-monetary) obligations, resulting from unavoidable, unforeseeable and external facts and circumstances reasonably beyond the control of that Party. The following events shall in any case be considered as Force Majeure (without limitation): war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, explosion, weather conditions, strike or social action, pandemics and all other circumstances generally qualified as force majeure.

“Hosting Partner” means a provider of hosting services Pronect.it has contracted or might contract in the future as will be notified to the Client from time to time.

“Incident” means a malfunctioning of the SaaS.

“Trial Term” means 7 calendar days unless agreed otherwise between the Parties in writing.

“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.

“License Fee” means the amounts payable by the Client to gain access to and use the Licensed Products, as determined between the Parties depending on the selected Package.

“Licensed Products” means the applicable SaaS and Documentation as identified between the Parties, including Maintenance Services, and updated features from time to time.

“Maintenance Services” means the software maintenance services and feature updates, provided by Pronect.it, together with the Licensed Products, as described in Clause 8.

“Out of Scope Incident” means an Incident that is not caused by or related to the SaaS such as (without limitation) Incidents due to malfunctioning of interfaces, Incidents induced by the Client due to incorrect use of the SaaS, Incidents caused by non-supported data formats and Incidents caused by problems in third party software.

“Package” means the commercial volume-based model pursuant to which the Client purchases the SaaS. Each Package comes with a different License Fee.

“Pronect.it” means Pronect.it BV, a limited liability company organized and existing under the laws of Belgium having its registered office at Renier Sniederspad 1, 2350 Vosselaar (Belgium) and registered with company number BE 0777.724.026.

“Parties” or “Party” means the Client and/or Pronect.it.

“Renewal Term” means 7 days unless  agreed otherwise in writing between the Parties.

“Reference Client Program” means the agreement between Pronect.it and the Client to participate in a reference program in which the Client can be used as a reference for potential clients.

“Resolution Time” means the period starting at the end of the Response Time and ending when a resolution (including a quick fix or a workaround) to an Incident has been provided by Pronect.it to the Client. The Client acknowledges that the Resolution Time shall be paused as soon as and when Pronect.it is required to (i) pass the Incident through to a third party for resolution, or (ii) to wait for further clarification from the Client regarding an Incident. In both cases, the Resolution Time shall be resumed as soon as and when Pronect.it receives an answer from the relevant third party or the Client (as applicable).

“Response Time” means the period starting from the moment when Pronect.it has investigated an Incident and the Incident report provided by the Client and ending when Pronect.it has provided a written acknowledgement that the Incident report has been received and understood.

“SaaS” means the proprietary software as a service provided by Pronect.it, including the underlying software, computer programs, platforms, applications, including but not limited to all algorithms, (source or object) code and methodology pertaining thereto.

“SaaS User” means a physical person in Client’s organization (employees and contractors) who is granted access to the SaaS by the Client for the purposes of using the SaaS as an end user (in accordance with its user role as further described in the Documentation) and by feeding it with content (such as, without limitation, Client Data) in accordance with clause 5.

“Services Fee” means the services fee specified by Pronect.it in respect of the Services.

“Term” means the Trial Term together with any Renewal Term.

“Terms and Conditions” means the present general terms and conditions agreed upon between Pronect.it and the Client, unless expressly stipulated otherwise in writing.

3. License
   • Subject to the terms and conditions of this Agreement and timely payment of the License Fees, Pronect.it grants to the Client a personal, restricted, non-exclusive, non-transferrable and non-assignable license to use the Licensed Products through its SaaS Users in object code in accordance with this Agreement and the applicable Documentation for the Term of the Agreement.
   • it shall create a Client Admin Account for the Client and shall provide to the Client login details on or promptly following the Effective Date in order to access the SaaS. The Client is allowed to invite SaaS Users to join the SaaS and to create their own login details.
   • The extent of the licenses granted under this Agreement is restricted to the scope expressly set forth herein, and there are no implied licenses under this Agreement. Pronect.it reserves any right not expressly granted to the Client hereunder.
   • The Client shall comply with all applicable laws relating to the use of the Licensed Products. The Client acknowledges that the Licensed Products may include encryption and may, accordingly, be subject to export or other restrictions.
   • Unless to the extent permitted by this Agreement or applicable law, the Client shall not directly or indirectly (including without limitation through the actions of any of its Affiliates, SaaS Users, agents, contractors, employees, representatives, subcontractors, or in general, any third party) (i) arrange or create derivative works based on the Licensed Products without Pronect.it’s express written consent; (ii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Licensed Products, or use the Licensed Products on behalf of any third party or make them available to any third party, nor allow or permit a third party to do any of the same; (iii) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Licensed Products or any part of them except as expressly provided in this Agreement; (iv) remove or alter any copyright or other proprietary notice on any of the Licensed Products.
   • The Client is permitted to make as many copies of the Documentation as are reasonably necessary for operational security, disaster recovery or back-up purposes. Such copies shall in all respects be subject to this Agreement and shall be deemed to form part of the Licensed Products and shall be the property of Pronect.it. Any use of the copies made pursuant to this clause is strictly limited to internal use.
   • The Licensed Products shall be delivered “as is” and shall be deemed accepted by the Client upon activation thereof.
4. Packages and usage of the SaaS
   • The SaaS is provided pursuant to different Packages as communicated by Pronect.it to the Client. Each Package includes distinct variables related to the use of the SaaS and Services as further detailed in writing between the parties (such as, but not limited to, the included features and functionalities, the number of locations and the number of users of any given user type).
   • Each Package includes access to the features and functionalities of the SaaS as agreed in writing between the Parties. If the Package includes access to all features and functionalities of the SaaS as available on the Effective Date, the Client acknowledges that Pronect.it reserves the right to make available future features and functionalities (i) subject to additional payment or (ii) only in certain Packages. In such case, Pronect.it shall inform the Client thereof in writing.
   • During the Term, the Client may at any time change its Package to a higher Package, in which case the Parties shall sign a new Agreement. The new Package and included volumes shall be activated in accordance with the terms agreed in the new Agreement
5. Client Data
   • The Client acknowledges that the SaaS consists of certain algorithms and artificial intelligence and that for a proper and seamless functioning of the SaaS, the Client is responsible to feed the SaaS with sufficient Client Data. Client Data must be inputted in accordance with the guidelines provided in the Documentation.
   • The Client shall solely be liable and responsible for the accuracy and correctness of Client Data. Pronect.it shall not be liable for damages or liability resulting from incorrect Client Data inputted in the SaaS.
   • All Client Data shall remain property of the Client. The Client hereby grants Pronect.it the right to use such Client Data (including any other content and information provided, transmitted or uploaded through the Licensed Products) for the performance of its obligations under this Agreement and to improve the functioning and provision of the Licensed Products.
   • The Client warrants to Pronect.it that the Client Data shall not infringe the Intellectual Property Rights or other legal rights of any third party, and shall not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
   • The Client acknowledges and agrees that it shall solely be responsible for the Client Data that is distributed or accessible through the SaaS. Pronect.it shall in no event be responsible or held liable for any such Client Data. In particular, the Client represents and warrants that no Client Data is distributed through the SaaS that in any manner in Pronect.it’s sole discretion: (i) violates any applicable, local, state, national, regional or international law, statute, ordinance or regulations; (ii) is illegal, criminal, deceptive, fraudulent or any other action that is unlawful, harmful or invasive of others privacy; (iii) adversely or negatively affects or reflects Pronect.it’s name, reputation or goodwill.
   • The Client acknowledges and agrees that any violation by the Client of the provision of this clause 5 shall entitle Pronect.it, at its sole option (i) to immediately terminate (or alternatively, at Pronect.it’s option, refuse or suspend any access to and use of the SaaS) for material breach, without any formalities being required and without prejudice to any other rights or remedies available to Pronect.it pursuant to this Agreement or under applicable law; and/or (ii) immediately remove or block the concerning Client Data.
   • The Client acknowledges and agrees that after termination of this Agreement, Pronect.it may retain certain elements of the Client Data solely for the purposes of improving the algorithms underlying the SaaS. Any such Client Data shall be held in the strictest confidence and shall under no circumstances be disclosed to third parties. Pronect.it shall delete or remove any proprietary markings or brands from such Client Data to the extent not necessary for the purposes of improving the algorithms. If and to the extent such Client Data include Client Personal Data, Pronect.it shall anonymize and/or pseudonymize any such personal data to the fullest extent possible. Upon request, Pronect.it shall inform the Client about how such Client Data is stored and used.
6. Third Party Components and Hosting
   • The Client acknowledges and agrees that in order to use the Licensed Products, it needs appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication applications and environments.
   • The Client acknowledges and agrees that, if applicable now or in the future, in order to use the Licensed Products (or parts thereof), it may need to obtain, at Client’s expense, the right to use any software owned by third parties by either (i) purchasing from Pronect.it the right to use such third party software, provided and to the extent Pronect.it has the right to license such third party software to Client and offers such opportunity to Client, or (ii) licensing or otherwise obtaining from the vendors of such third party software the right to use such third party software. If Client elects to license such third party software from Pronect.it, such license shall be executed and attached to the Agreement. Pronect.it shall inform the Client from time to time if certain third party software components are required to use the Licensed Products (or parts thereof). Any third party software licensed thereunder or otherwise included in the Licensed Products shall be exclusively governed by the terms of the applicable third party software, and (without limitation) any warranties, indemnification and maintenance and support provided hereunder by Pronect.it in respect of the Licensed Products shall not apply in respect of such third party software (except as expressly otherwise agreed to in writing by Pronect.it).
   • The SaaS will be hosted by Pronect.it in the datacentres of the Hosting Partner. The Client represents and warrants that it accepts the applicable terms and conditions of the Hosting Partner that will be made available by Pronect.it or the Hosting Partner (as applicable) to the Client. The Client acknowledges and agrees that the Hosting Partner retains the right to unilaterally change any such terms and conditions (including the hyperlink to such terms and conditions).
   • it does not give any direct, indirect, explicit or implicit, warranty whatsoever to provide un-interrupted availability of the SaaS, however, Pronect.it shall use its best efforts to provide an monthly uptime of the SaaS of 99.50 % on a 24/7 basis.
   • The Client acknowledges that the hosting services and the SaaS might not be available during periods of planned maintenance by Pronect.it or the Hosting Partner. If reasonably feasible, any planned maintenance will be performed outside of Business Days and Pronect.it will inform the Client as soon as reasonable possible of any planned maintenance.
   • it and the Hosting Partner reserve the right to conduct any unplanned maintenance at any time if necessary for security reasons or other reasons requiring immediate maintenance. Pronect.it or the Hosting Partner will not be held liable for any damages resulting from such unavailability of the SaaS.
7. Maintenance Services
   • As from the Effective Date and subject to the timely payment of all applicable License Fees, Pronect.it shall provide the Maintenance Services in relation to the SaaS in accordance with the provisions set out below.
   • If an Incident is encountered by the Client, the Client shall notify the contact person of Pronect.it. Upon receipt of a notification, Pronect.it may in its sole discretion determine whether the Incident is an Out of Scope Incident or not and Pronect.it’s classification shall be binding and final. If an Incident is requalified to an Out of Scope Incident or if the Client assigns a wrong priority to an Incident, Pronect.it reserves the right to charge the Client any costs that are made in respect of investigating the nature or priority of an Incident on a time and material basis.
   • Maintenance Services for Out of Scope Incidents are not included in the License Fees, however, SaaS Users are entitled to ask any questions regarding the Licensed Products and Pronect.it shall answer any SaaS User’s request in good faith, without any binding commitment whatsoever.
   • For Incidents that are not an Out of Scope Incident, Pronect.it shall use its best efforts to resolve the Incident. For the avoidance of doubt, Pronect.it may in its sole discretion assign a priority level to each Incident.
   • Incidents caused by one of the following are not included in the Maintenance Services, however the Client may request Pronect.it to provide Services regarding such incidents for which Pronect.it may charge additional fees (non-exhaustive) (i) Out of Scope Incidents; (ii) abuse or misuse of the SaaS; (iii) modification or addition to the SaaS not performed by or with the consent of Pronect.it; (iv) incorrect installation of a fix by a party different than Pronect.it; (v) incorrect configuration not performed by or with the consent of Pronect.it; (vi) the use of incorrect data or data structures; (vii) any installation other than a supported release; (viii) any other environment than the Client’s production environment.
8. Reference Client Program
   • If explicitly agreed between the Parties in writing, the Client can participate in the Reference Client Program, in which the Client will share its positive experience with the Licensed Products and Services.
   • Client agrees to respond to requests for a reference from potential clients within a reasonable time.
   • Client is able to withdraw from the Reference Client Program by written notice to Pronect.it, in which case the License Fee will be adjusted in accordance with clause 14.3.
   • Publicity – The Reference Client Program shall grant to Pronect.it the right to use any trademarks, logos or other marks of the Client (including the Client’s corporate name) for client references on Pronect.it’s website, social media announcements and sales presentations, unless stated otherwise. With respect to the publication of more detailed case studies or blogposts, the Parties shall agree on the content and manner of publication thereof in mutual consent.
9. Intellectual Property Rights
   • it is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Licensed Products and the Services (including any new versions, updates, Customizations, enhancements, modifications or improvements made to the Licensed Products or the Services). Except for the limited license granted pursuant to clause 3, no other rights in respect of the Pronect.it Intellectual Property Rights shall be granted or transferred to the Client in connection with this Agreement. Nothing in this Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Licensed Products or Services to the Client or any third party. The Client shall not in any way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the Licensed Products or Services. The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Licensed Products, or visible during its operation or on media. The Client shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.
10. Confidentiality
    • Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose it to any third party, other than its employees, advisors, agents or consultants where such disclosure is necessary for the performance of this Agreement and provided that they are bound by confidentiality obligations at least as strict as those provided herein, any Confidential Information learned during the negotiation and performance of the Agreement. Confidential Information disclosed during the Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Agreement.
    • The Parties shall take sufficient measures to maintain the confidentiality of all Confidential Information. The Parties in particular agree that they (i) shall not copy or otherwise exploit any component of the Confidential Information other than as provided herein, nor make any disclosures with reference thereto to any third party; (ii) shall ensure that all copies of the Confidential Information (made in accordance with the provisions of the Agreement) contain a permanently legible reproduction of the other Party’s copyright notice and a confidentiality notice; (iii) shall promptly notify the other Party if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection with the same.
    • The provisions of this clause shall not apply to any Confidential Information which (i) is published or comes into the public domain other than by a breach of the Agreement; (ii) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a third party that is not bound by a duty of confidentiality; or (iv) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project.
    • If and to the extent required in accordance with a judicial or other governmental order, the receiving Party may disclose Confidential Information, provided that the receiving Party (i) gives the disclosing Party reasonable notice prior to seek a protective order or equivalent, unless the receiving Party is legally prohibited from doing so; (ii) reasonably cooperates with the disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy; (iii) discloses only that portion of the Confidential Information that it is legally required to disclose; and (iv) uses reasonable efforts to obtain reliable written assurances from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under applicable law or regulation.
    • The obligations set out in this clause 11 shall enter into force as from the start of negotiations between the Parties and shall survive during five (5) years after the termination or expiration of the Agreement. These confidentiality obligations in the Agreement replace any prior non-disclosure agreement signed between the Parties.
11. Privacy and Data Protection
    • The Parties shall comply with all applicable legal requirements regarding privacy and data protection, more in particular with the General Data Protection Regulation of 27 April 2016 (“GDPR”) with respect to the processing of personal data (as defined in the GDPR).
    • In particular, the Client represents and warrants to Pronect.it that it has the legal right to disclose any personal data that is available to Pronect.it under or in connection with this Agreement (including, but not limited to, any personal data that might by disclosed by the SaaS Users while using the SaaS) and that the Client has a valid legal ground to process such personal data and to disclose such personal data to Pronect.it in accordance with applicable law. The Client undertakes to sufficiently inform all data subjects about such processing activities by the Client and/or Pronect.it (as applicable) in accordance with applicable law.
    • it shall use Client Personal Data only for the execution of this Agreement, the improvement of the functioning and provision of the Licensed Products..
12. Third Party Claims

The Client shall indemnify, defend and hold Pronect.it harmless from and against any damages, losses, costs and expenses (including reasonable attorney fees) suffered or incurred by Pronect.it (including its Affiliates, agents, contractors, directors, employees or representatives) arising out of Client’s infringement of any third party’s Intellectual Property Rights or any other rights of such third party.

13. Fees and Payment Terms
    • The Client shall pay any and all fees in the amounts and on the times as agreed between the Parties in writing and in accordance with the provisions below.
    • The License Fee shall be paid annually and upfront unless explicitly agreed otherwise.
    • In case of withdrawal pursuant to article 9.3, the License Fee will be the standard License Fee. The additional payment will be invoiced in accordance with this article 14.
    • Fees pursuant to the Services shall be invoiced after the Effective Date, or such other date as agreed between the Parties in writing.
    • If the Parties have agreed on a commercial discount in exchange for a long-term commitment by the Client the Client shall pay the full amount corresponding to the committed period if the Agreement is terminated prior to such committed period, except where the Agreement is terminated for a breach by Pronect.it.
    • All invoices shall be paid within thirty (30) days after the invoice date. Any disputes must by notified by the Client by registered letter (containing the reasons for such dispute) within ten (10) Business Days after the invoice date. If the Client has not disputed an invoice in accordance with the previous sentence, the invoice shall be deemed accepted by the Client.
    • Invoices shall be sent in PDF-format to the Client’s email address, specified by the Client. All payments under this Agreement shall be made in euro (€) (or such other currency as agreed by the Parties) and are exclusive VAT and exclusive any other costs and expenses which may be charged separately by Pronect.it (if applicable).
    • All amounts payable to Pronect.it under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Client undertakes to pay Pronect.it such additional amounts as are necessary in order that the net amounts received by Pronect.it, after all deductions and withholdings, shall not be less than such payments would have been in the absence of such deductions or withholdings.
    • Any amounts of undisputed invoices that have not been paid within thirty (30) days after the Invoice Date shall automatically and without notice be subject to a late payment interest equal to eight percent (8%) per month or the maximum extent permitted by applicable law. The interest shall be compounded daily as of the due date until receipt of full payment by Pronect.it. In addition the Client shall pay all costs incurred by Pronect.it as a result of the (extra)judicial enforcement of the Client’s payment obligation under this clause. If Client fails to pay any outstanding amounts within thirty (30) days from receipt of a written default notice, Pronect.it shall be entitled to suspend its obligations and the Client’s rights hereunder until receipt of payment of such outstanding amounts.
    • During the Trial Term and during each Renewal Term thereafter, Pronect.it reserves the right to change the License Fees in its sole discretion at any time. Such price adjustment shall become effective the next Renewal Term. In the event the Client does not agree to such price increase, the Client may terminate the Agreement in accordance with this Agreement.
    • it has the right to monitor and inspect the usage of the Licensed Products by the Client (including but not limited to monitoring the use of the applicable Features and Functionalities and Add-Ons) to ensure that the License Fees to be paid by the Client are correct. If such inspection or monitoring shows that the Client has underpaid the amount of the License Fees due to Pronect.it, without prejudice to any other rights and remedies available to Pronect.it, Pronect.it shall invoice and the Client shall promptly pay the amount of such underpayment to Pronect.it together with any applicable late payment interest.
14. Term & Termination
    • The Agreement shall commence on the Effective Date and shall continue for the Trial Term. After the Trial Term the Agreement shall automatically terminate unless renewed in writing between the Parties for consecutive Renewal Terms,
    • Either Party may immediately terminate (or Pronect.it may alternatively suspend) the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law.
    • Without prejudice to any other rights and remedies available to Pronect.it, the Client acknowledges and agrees that Pronect.it shall be entitled to immediately terminate the Agreement, without any formalities being required, in case the Client breaches or violates (i) the terms and conditions of the Hosting Partner or the applicable third party software; or (ii) Pronect.it’s Intellectual Property Rights (expressly including the license grant pursuant to clause 3) or Confidential Information.
15. Consequences of Termination

Upon termination of the Agreement for whatsoever reason (i) the Client shall promptly pay to Pronect.it all amounts due and payable under this Agreement up to and including the date of termination; (ii) all licenses granted to the Client shall automatically terminate; (iii) except as provided in clause 5.7 or as required to comply with any applicable legal or accounting record keeping requirement, each Party shall return the other Party’s Confidential Information that are in the possession or under the control of that respective Party (or alternatively destroy any copies thereof that cannot be returned and confirm the other Party in writing that such copies have been destroyed).

16. Warranty
    • The Client acknowledges and agrees that the Licensed Products, Maintenance Services and Services are provided “as is”. Except for the foregoing warranty and to the maximum extent permitted by applicable law, Pronect.it does not make any representations or warranties, express or implied, concerning any matter under this Agreement (including the Licensed Products, Maintenance Services and Services) and Pronect.it disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement.
    • it shall not be responsible for any error or non-conformity of the SaaS if the same is attributable to: (a) the Client’s or any Third Party’s actions (including specific developments and customisations required by the Client), services, software or equipment not provided by Pronect.it under or pursuant to this Agreement; (b) any changes, modifications, updates, alterations or enhancements to the SaaS not provided by Pronect.it under or pursuant to this Agreement, or caused by the incorrect use, abuse, neglect, im-proper installation or operation, accident misconfiguration and/or alteration, or corruption of the SaaS or by the use of the SaaS with other computer programs or on equipment or with services which Pronect.it did not approve; (c) any inaccuracies, delays, interruptions, or errors occurring as a result of incorrect data or data which does not conform to required input formats; (d) the SaaS being used or subject to actions by the Client or its SaaS Users, in deviation of the stipulations or provisions set out in the latest version of the Documentation and this Agreement or in any way which is not compatible with the SaaS’ normal use.
17. Limitation of Liability
    • Subject to the maximum extent permitted under applicable law, Pronect.it’s liability under the Agreement shall per event (or series of connected events) and in the annual aggregate per contract year not exceed an amount equal to all fees paid hereunder during such contract year.
    • Subject to the maximum extent permitted under applicable law, under no circumstances shall Pronect.it be liable to the Client for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.
    • it shall not be held liable in any way, neither contractually nor extra-contractually, for discontinuing an older release of the SaaS or for damages caused by the wrongful (or out of scope) use of the SaaS.
    • For the avoidance of doubt, no direct or indirect results from the SaaS or any advice there to will be considered as security or risk advice under the Belgian legislation regulating private and special security (“Wet tot regeling van de private en bijzondere veiligheid”) and the Client shall be fully responsible for any follow up actions resulting from the SaaS results.
18. Miscellaneous
    • Entire agreement – The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Agreement.
    • Severability – If any provision of the Agreement is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
    • Waiver – The terms and conditions of the Agreement may be modified or amended only by written agreement (including through electronic signature technology) executed by a duly authorized representative of both Parties hereto. This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such Terms or Conditions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or conditions, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
    • Survival – The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive expiration or termination of the Agreement, including without limitation, the provisions relating to Intellectual Property Rights, Confidential Information and limitation of liability.
    • Assignment – Pronect.it may assign, transfer and/or subcontract the rights and obligations under this Agreement to any third party. The Client shall not assign or otherwise transfer any of its right of obligations under the Agreement without Pronect.it’s prior written consent.
    • Force Majeure – Neither Party will be responsible or liable for any failure or delay in the performance of its (non monetary) obligations under the Agreement arising out of or caused by Force Majeure. In the event of Force Majeure, the Party shall inform the other Party at least within reasonable time about the nature of the Force Majeure and the fact that it wants to rely on this clause. The Party must, within reasonable time, provide the other Party with evidence of the existing Force Majeure, the date when the Force Majeure comes or has come into effect, and also when it will have ceased to exist. In case of Force Majeure, the Party is obligated to mitigate damage, and must use its reasonable efforts to keep the consequences to a minimum. In the event of a failure to comply with the abovementioned procedure, the Party shall be prevented to rely on the Force Majeure event and the Force Majeure clause.
    • Notices – Any notice required to be served by the Agreement shall in first instance be given by electronic mail to the email addresses as communicated by the Parties upon initiating this Agreement. All notices given by electronic mail, shall only be valid in case confirmation of receipt was expressly given by electronic mail from Pronect.it to the Client within five (5) Business Days. In case no confirmation of receipt was given by Pronect.it within five (5) Business Days, all notices can be done in writing and served by personal delivery, registered letter, addressed to either Party at its address as communicated by the Parties upon initiating this Agreement or to such other address as a Party may designate by notice hereunder. All Notices shall be deemed to have been given either (1) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, as provided above, (2) if sent by overnight courier, on the next Business Day following the day such notice is delivered to the courier service, or (3) if sent by registered or certified mail, on the fifth (5^th) Business Day following the day such mailing is made.
    • Interpretation – In the Agreement (unless the context shall otherwise require or permit) (i) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; (ii) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii) the headings or captions to the clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
    • Conflict – In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter, unless expressly agreed otherwise between the Parties in writing (i) the applicable Cover Document, (ii) the Annexes, if any, (iii) these Terms and Conditions.
    • Relationship of the Parties – The relationship between Pronect.it and Client is that of independent contractors.
    • Dispute resolution – Before initiating proceedings before the competent courts, the Parties shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of this agreement.
    • Applicable law and jurisdiction – The Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the courts of Antwerp (department of Turnhout). The United Nations Convention for the International Sale of Goods shall not apply to the Agreement.