1. Scope and purpose
These terms and conditions (the “Terms”) govern your usage of the Platform and the ordering of any Expert Services via the Platform.
By accepting the Terms, either by clicking a box indicating acceptance or by using the Platform, the Client acknowledges having read and agrees to be bound by the Terms. If the Client is a legal entity and several end users are provided access to the Platform on the Client’s behalf, the Client undertakes that each end users shall comply with these Terms. If you are an employee (or contractor) of the Client accepting these Terms on behalf of the Client, you represent and warrant that you have full legal authority to bind the Client to this these Terms.
The Client waives the applicability of its own general and special terms and conditions even where it is stated therein that only those conditions apply and if such terms and conditions were not protested by SPOQ.
2. Definitions and interpretation
Capitalized terms used throughout these Terms shall have the meaning given to them below:
“Agreement” means the contractual relationship between SPOQ and the Client, consisting of these Terms, the applicable Order(s) and such other documents expressly agreed to between the Parties in writing, which shall form an integral part of the Agreement as if set out in full therein;
“Client” means the legal entity entering into a contractual relationship with SPOQ, as identified in the Order;
“Client Data” means all data proprietary to or held by the Client which is provided by the Client to SPOQ in the execution of the Agreement;
“Confidential Information” means the information of a Party disclosed pursuant to the Agreement to another Party, whether in written, oral, electronic or other form and which is explicitly marked as confidential, should reasonably be considered confidential or is traditionally recognized as being confidential, regardless of whether it is expressly marked as confidential;
“Data Protection Legislation” means the Belgian and European privacy laws, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”);
“Experts” means the third party expert-service providers, executing the Expert Services ordered by the Client via the Platform;
“Expert Services” means the expert services ordered by the Client via the Platform and which are provided by the relevant Experts as further defined in the relevant Services Order;
“Fees” means any and all amounts payable by the Client under the Agreement;
“SPOQ” means Single Platform Of Quality with office at Ringlaan 39, 1853 Strombeek Bever, Belgium.
“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;
“Order” means a written or electronic document or form signed by both Parties regardless of its name, indicating the commercial arrangements between the Parties (such as the applicable fees, ordered subscription plan and the specific conditions under which such order is made);
“Party” means the Client and/or SPOQ;
“Platform” means the platform proprietary owned by SPOQ aiming, as an intermediary platform, to facilitate connecting clients with service providers who are specialized in providing TIC and similar activities in different sectors and industries;
“Services” means the professional services provided by SPOQ to the Client, as mutually agreed in an Order Form (if any).
“Service Order” means the written or electronic project order or form signed by the Client and the relevant Expert, regardless of its name, detailing the scope and modalities (including pricing) whereunder the Expert shall provide the ordered Expert Services“TIC” Testing Inspection and Compliance
The headings to the clauses are for convenience only and shall not affect the interpretation of the Agreement. The single shall include the plural and vice versa, references to any statute or statutory provision includes a reference to that statute or statutory provision as amended from time to time and includes all subordinate legislation thereunder; and any phrase introduced by the terms including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the words, definition, phrase or term preceding those terms.
The headings to the clauses are for convenience only and shall not affect the interpretation of the Agreement. The single shall include the plural and vice versa, references to any statute or statutory provision includes a reference to that statute or statutory provision as amended from time to time and includes all subordinate legislation thereunder; and any phrase introduced by the terms including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the words, definition, phrase or term preceding those terms.
3. Platform
The license granted hereunder is restricted to the scope expressly set forth in the Agreement. There are no implied licenses under the Agreement.
The Client agrees to (and shall procure that all persons using the Platform on its behalf shall) comply with the provisions of the Agreement and any documentation, guidelines, user manuals and/or reasonable instruction provided by SPOQ from time to time.
The Platform is provided pursuant to different subscription plans. Each subscription plan includes distinct variables related to the use of the Platform and Services as further detailed in the Order as available at the effective date set out in the Order. The Client acknowledges that SPOQ reserves the right to make available future features and functionalities (i) subject to additional payment or (ii) only in certain subscription plans.
The Client may at any time increase or decrease the number of platform users and supported objects in their subscription plan. The updated subscription plan will take effect immediately. Any additional subscription fees associated with an upgrade to a different plan will be charged on a pro-rata basis, with a new billing cycle commencing.
The Client agrees (and procures that all persons using the Platform on its behalf shall) not to, directly or indirectly:
- use the Platform or act in any way that is unlawful, illegal, fraudulent or harmful or for any other purpose than its intended purpose;
- sell, lease, commercialize, rent, display, license, sublicense, transfer, provide, disclose, or otherwise make available to, or permit access to the Platform, in whole or in part, to (or by) any third party, except as expressly permitted in this Agreement;
- decompile, disassemble, translate, duplicate, modify, alter, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivatives based upon the underlying source code, ideas, user interface techniques or algorithms of the Platform by any means (except to the extent such restriction is prohibited under applicable law);
- take any action that would cause the Platform or the underlying source code to be placed in the public domain;
- alter, remove, or obscure any copyright notice, proprietary legends or other notice(s) incorporated in the Platform;
- intentionally distribute any virus, or other items of a destructive or deceptive nature via the Platform;
- work around any technical or security limitation vested in the Platform;
- violate intellectual, privacy and data protection rights of other users, try to collect personal data of other users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Platform and any data or information; and/or
- transmit any information or data that can be regarded as offensive, disrespectful, insulting, defamatory, threatening, obscene, racist, sexual or otherwise objectionable.
4. User account
Licenses and accounts to the Platform are personal and allocated on a first and last name basis. The login details (such as username and password) may not be shared with third parties. A user account must be created for each end user accessing the Platform. If the Client has reasons to believe that its account details (or the account details of an end user) have been obtained by non-authorized persons, it shall contact SPOQ immediately to suspend the user account.
The SPOQ reserves the right to suspend or terminate any user account acting in violation of the Agreement.
5. Expert services
The Client acknowledges that the SPOQ acts as an intermediary with respect to the Expert Services that can be ordered via the Platform. SPOQ solely facilitates the potential connection between an Expert and the Client for the provision of Expert Services.
The Client may request any Expert Services available on the Platform. Upon receipt of a request via the Platform, the relevant Expert may, in its sole discretion, agree to provide certain Expert Services. In such case, the Expert will provide an offer to the Client detailing the scope, timing, costs and other conditions of such Expert Services. Upon acceptance of the offer by the Client, the Client and Expert shall conclude a separate Services Order.
The Expert Services shall be executed by the relevant Expert in accordance with the terms and conditions of said Expert (as provided by the Expert and/or annexed to the Services Order) (“Expert Terms”), unless expressly agreed otherwise in writing between the Client and the Expert. The Client shall comply with the Expert Terms as included in the relevant Services Order.
SPOQ neither represents, nor warrants that certain Expert Services will be available at all times and cannot necessarily confirm availability. Expert Services may be updated, replaced and/or complemented from time to time.
SPOQ has no control over any Expert Services or Expert Terms and assumes no responsibility for Expert Services provided or the content of any Expert Terms (including, but not limited with regard to their accuracy, legality, quality, timeliness or completeness). SPOQ disclaims any liability for any and all forms of loss or damage arising out of the provision of any Expert Services. The provision of the Expert Services (including the relevance or accuracy) may differ depending on the exact situation and context and is dependent on the Client’s input. Unless explicitly agreed otherwise, the Client bears full responsibility for the use and/or implementation of any output or any advice and recommendations and/or for any decisions based on the usage of the Platform and/or (Expert) Services.
6. Servcies and performance
The Client may request and SPOQ may, in its sole discretion, agree to provide professional services in relation to the Platform. In such case, the Client and SPOQ shall mutually agree in writing on the scope, costs and other conditions of such services.
SPOQ shall exercise reasonable care, diligence and skill in executing the Agreement and the Services. All Services shall be executed to the best of SPOQ’s ability and in accordance with generally accepted industry practice. Any timelines shall be indicative only.
The Agreement shall be executed in complete independence. The Parties are independent contracting parties. No employment, partnership, joint venture or agency form exists between the Parties as a result of these Terms. SPOQ may engage subcontractors in the execution of the Agreement, provided such subcontractors adhere to the terms of the Agreement.
7. Support and maintenance
The Client acknowledges that the proper operation of the Platform requires maintenance and/or updates from time to time. SPOQ will carry this out at its sole discretion and make reasonable efforts to minimize the impact on the daily activities of the Client. In no event shall SPOQ be liable for the unavailability of the Platform. Where possible, SPOQ will provide reasonable prior written notice of any planned maintenance or updates affecting the availability of the Platform.
Unless expressly agreed otherwise, any support services in relation to the Platform are provided during business hours and on a best efforts basis only. The Client (or an end user on its behalf) may notify a problem to SPOQ and shall provide all information necessary for SPOQ to validate the claim. During its normal business hours, SPOQ shall try to provide a resolution or workaround as soon as commercially possible, but SPOQ makes no warranty whatsoever to provide a resolution or workaround for each specific problem that could arise. In the event, support requests exceed, at SPOQ’s sole discretion, what is commercially reasonable, SPOQ shall be entitled to charge such support services at its then-current rates, in which event SPOQ shall inform the Client thereof in advance.
SPOQ reserves the right to make changes and updates to the Platform, and to modify, add or remove certain functionalities from time to time, without prior notification, provided that SPOQ shall not change any material functionalities of the Platform without prior notification to the Client.
8. Obligations of the client
In order for SPOQ, the Experts and their subcontractors to effectively execute the Agreement in a proper, timely and efficient manner, the Client must cooperate with SPOQ in good faith and at no cost for SPOQ. To that end, the Client shall provide all information, assistance and cooperation reasonably required for the aforementioned parties to execute the Agreement. SPOQ shall not be liable for any delay or failure resulting from the Client’s obligation to cooperate in good faith.
The Client agrees to engage in honest, fair and transparent (commercial) dealings with SPOQ, any Experts and third parties and behave respectfully towards such parties (in communications). The Client shall (and procures that its end users shall) not engage in deceptive or unfair trade practices, including but not limited to price-fixing, market manipulation, or anti-competitive behavior. Failure to comply with these standards may result in termination of this Agreement or other legal consequences as deemed appropriate. In any event, SPOQ reserves the right to suspend the Client’s access to the Platform and any Expert Services or other activities under the Agreement, in the event of (the likely) infringement of the terms of this article 8.
9. Reporting of potential illegal content and activities
The Client shall promptly (i.e. no later than [72 hours after becoming aware thereof] report to SPOQ any content or activity that it reasonably deems or suspects to be illegal, harmful, or in violation of any applicable laws or this Agreement ("Illegal Content or Activities").
All reports of Illegal Content or Activities must be submitted in writing to SPOQ through the designated in-Platform reporting tool or by sending an email. The notification must include sufficient detail to enable SPOQ to investigate the matter, including:
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- A clear description of the content or activity alleged to be illegal or harmful;
- The location or link (URL) of the content or activity on the platform, if applicable;
- Any evidence or supporting documentation relevant to the allegation;
- The name and contact information of the reporting party;
- Declaration that the notification is executed in good faith.
Upon receiving a notification, SPOQ will acknowledge receipt of the report without undue delay and will review the reported Illegal Content or Activities. SPOQ reserves the right to request additional information from the Client to facilitate the investigation.
If, after investigation, SPOQ determines that the reported Illegal Content or Activity is in its discretion illegal or in violation of this Agreement, SPOQ may take appropriate action, including but not limited to:
- Removing or disabling access to the Illegal Content or Activity;
- Suspending or terminating user accounts involved in the violation; and/or
- Reporting the matter to law enforcement or regulatory authorities, if necessary.
SPOQ will notify the reporting party of the action taken, if any, after completing the investigation. All notifications and information submitted pursuant to this clause will be treated as confidential and the identity of the reporting party will not be disclosed, except as required by law, pursuant to a judicial or governmental order or with the reporting party’s consent.
SPOQ will not be liable for any (alleged) Illegal Content or Activities conducted by Experts or Platform users unless it had actual knowledge of the Illegal Content or Activity and fails to address such content or activity with the diligence and care that can be reasonably expected.
11. Link to other websites and applications
The Client will keep and maintain complete and accurate books, records and accounts relating to the execution of the Agreement. During the term of the Agreement and up to a period of one (1) year thereafter, SPOQ (or one of its external auditors) shall be entitled to perform audits and inspections of the Client’s compliance with the Agreement during business hours. The Client shall grant SPOQ (and its auditors) access to its premises and shall provide access to all reasonably requested documents, information, resources, and assistance to enable SPOQ (and its auditors) to perform the audit. The findings of the audit will be promptly assessed by the Parties in mutual consultation and (if necessary) lead to the implementation of a corrective action plan by the Client. Additionally, SPOQ reserves the right to suspend the Client’s access to the Platform and any Expert Services or other activities under the Agreement, in the event the findings of the audit show any (likely) non-compliance with or breach of the Agreement.
The Client acknowledges that all actions within the Platform may be logged, creating a transparent record of data transactions, access, and modifications.
The Parties shall exercise reasonable good faith efforts to resolve any dispute, complaint or controversy arising in connection with the Agreement by means of the procedure set out below.
- Each Party shall promptly notify a complaint or dispute to the other Party in writing by sending an email to said Party’s central contact point identified in the relevant Order OR reference to account managers/other SPOC to be included. If either Party is of the opinion that the complaint or dispute concerns or relates to an Expert or third party, that Party may suggest that a representative of such party becomes involved in the dispute resolution procedure.
- Within [fourteen (14) days of receipt of written notice] of the complaint or dispute by either Party, the central contact points of the Parties shall attempt to resolve the complaint or dispute. To that end, the Parties shall in response to the other Party's reasonable request, meet as often as reasonably necessary and provide the other with non-confidential information reasonably related to the disputed matter. Disputes and complaints shall be resolved at the lowest level in the escalation hierarchy of the Parties’ possible. If a resolution has not been agreed upon within the aforementioned period, the dispute may be referred to the Parties’ management levels. Management of the Parties shall upon escalation attempt to resolve the disputed matter within ten (10) days. If a resolution has not been agreed upon, the escalation period shall be exhausted and either Party may initiate legal proceedings.
- Any resolution or settlement shall be documented in writing. The Parties shall be free to seek assistance of third party experts to resolve the disputed matter, provided that such parties are bound by appropriate confidentiality obligations, at least as stringent as the obligations set forth in the Agreement. Each Party shall bear its own costs related to the resolution of the dispute, unless otherwise agreed as part of the settlement or resolution.
12. Payment terms
The Client shall pay the Fees in the amounts and on the times set forth in the relevant Order and/or Services Order. Except as expressly agreed otherwise in writing: (i) any license Fees shall be payable to SPOQ yearly upfront; and (ii) all other fees and expenses, shall be due and invoiced monthly in arears (on a time and material basis or on a fixed-price basis as specified in the relevant Order and/or Services Order). Any fees related to Expert Services, shall be directly paid by the Client to the relevant Expert via the payment modalities available on the Platform.
For online payments executed via the Platform, SPOQ relies on external specialized payment providers. Online payments are made using secure protocols and are subject to the general terms and conditions of the relevant third-party payment provider, which bears sole responsibility with regard to the correct execution of all online payments. All transaction costs for the payments shall be borne by the Client, and the Client agrees to the general terms and conditions of the payment provider of its choice.
All undisputed invoices (or parts thereof) must be paid within thirty (30) days after the invoice date. Disputes must be notified in writing (containing the well-substantiated and founded reasons for such disputes) within fourteen (14) days after the invoice date, failure to do so shall result in the invoice being deemed accepted by the Client.
All amounts due are payable in euro (unless agreed otherwise) and are exclusive of VAT, other taxes, costs and reasonable expenses incurred in connection with the performance of the Agreement, which shall be charged separately. Payments are final and non-refundable.
Any amounts of undisputed invoices (or parts thereof) that have not been paid on the due date shall be subject to a late payment interest equal to the rate applicable pursuant to the law of 2 august 2002, which interest shall be compounded daily as of the due date until receipt of full payment. The Client shall pay all costs incurred, as a result of the (extra)judicial enforcement of the Client’s payment obligations with a minimum of one hundred fifty euro (€150). Without prejudice to any other rights, if the Client fails to fulfil its payment obligations, the Client’s rights under the Agreement may be suspended until the outstanding amount and any accrued interests have been received in full.
All payments hereunder 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.
SPOQ reserves the right to revise its license Fees and fees for additional services, on an annual basis, on the 1st of January of each contract year, on the basis of the Agoria DIGITAL index which is linked to the reference hourly wages in the technological industry published by the employers’ federation Agoria, using the following formula: P = P0 * [0.2 + 0.8 * (S/S0)], whereby:
- “P” stands for the revised fee/price;
- "P0" stands for the price/fee on the effective date;
- “S” shall be the national average reference salary as published by Agoria ("Reference Salary") on the effective date (or, if this index is no longer published, the index replacing);
- “S” shall be the Reference Salary at the moment of revision; and
- "S/S0" shall be referred to as "Index”.
13. Intellectual property
Intellectual Property Rights vested in or related to the Platform (including any new versions, updates, customizations, enhancements, modifications or improvements made or any derivative works based thereon) and related Services.
Except for the limited license granted pursuant to article 3, no other rights in respect of SPOQ’s Intellectual Property Rights shall be granted or transferred to the Client or any third party.
14. Confidential information
Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose Confidential Information during the negotiation and performance of the Agreement. Confidential Information disclosed under this Agreement shall not be used by the Receiving Party for any purpose other than the performance of the Agreement. Each Party undertakes to keep the Confidential Information of the Disclosing Party secret and not to disclose it, in whole or in part, to any person other than (i) with the prior written consent of the Disclosing Party, or (ii) its employees, directors, subcontractors and consultants who have a direct need to know to such Confidential Information for the execution of its obligations under the Agreement. The Receiving Party procures that the aforementioned persons are bound by confidentiality obligations which are not less stringent than those set out in the Agreement.
The Receiving Party hereby undertakes to adequately protect and secure the Confidential Information of the Disclosing Party (in any event not less strict as such Receiving Party protects its own Confidential Information).
The provisions of this article shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of the Agreement; (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party; (iii) is lawfully obtained from a third party, (iv) can be shown to have been created by the Receiving Party independently of the disclosure under this Agreement; or (v) is required to be disclosed by any law or regulation or by any judicial or governmental order or request.
The provisions of this article shall continue in force during five (5) years following the termination of the Agreement. Confidential Information shall, except as required to comply with any legal (record keeping) requirement, at discretion of Disclosing Party, within a reasonable time, be deleted (to be certified in writing) or returned to the Disclosing Party upon termination of the Agreement or upon written request of the Disclosing Party.
15. Data protection
To the extent applicable, each Party shall comply with its respective obligations under the applicable Data Protection Legislation. The Client represents that it has a legal basis to disclose any personal data it makes available under or in connection with this Agreement and undertakes to sufficiently inform all data subjects about such processing activities in accordance with the applicable Data Protection Legislation.
The Client acknowledges and agrees that its and the contact details of its authorized end users and/or employees, representatives or service providers, may be shared with Experts (via the Platform) to the extent necessary to execute the Agreement (such as to send any output resulting from the Expert Services directly to the Client or the aforementioned individuals). The Client hereby warrants that it has an appropriate legal basis to disclose such contact details and that it has informed the aforementioned parties in accordance with applicable laws.
16. Liability
Subject to the maximum extent permitted under applicable law, SPOQ’s liability under this Agreement shall, whether arising from negligence, breach of contract or otherwise, per event (or series of connected events) and in the annual aggregate per contract year not exceed the amount equal to all Fees paid by the Client to the SPOQ under the Agreement during the contract year wherein the event giving rise to the liability occurred (or if it occurred during the first contract year, an amount equal to the license Fees agreed to be paid during such first contract year).
Subject to the maximum extent permitted under applicable law, SPOQ excludes its liability for:
- any damages arising out of or related to the Expert Services, the actions or omissions of the Experts or any third party;
- any indirect, consequential, punitive, or special damages arising under this Agreement (i.e. loss of revenue, profit, anticipated savings or goodwill, opportunity loss or reputational damage, loss of data, loss of customers, loss of contract, etc.), whether arising from negligence, breach of contract or otherwise.
17. Warranties
Except to the extent otherwise provided in this Agreement, the Platform and Services are provided “as is”. To the maximum extent permitted by applicable law, SPOQ does not make any other representations or warranties, express or implied, concerning any matter under this Agreement (including any warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, availability, or non-infringement).
18. Term and termination
Each subscription shall commence on the effective date set out in the Order and shall continue in effect for the duration of an initial term of one (1) year (the “Initial Term”). Upon expiry of the Initial Term, the subscription term shall be automatically renewed with subsequent periods of one (1) year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention to not renew at least one (1) month prior to the end of the Initial or Renewal Term.
Either Party may immediately terminate (or SPOQ may alternatively suspend) in whole or in part the Agreement or an Order without any judicial intervention, without being liable and without prejudice to its rights to damages and any other remedies to which it may be entitled by law, upon providing the other Party with written notice of termination if the other Party: performs a material breach to the Agreement and if capable for remedy, fails to cure such material breach within thirty (30) days after receipt of written notice of the material breach; becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do.
SPOQ shall, without prejudice to any other rights or remedy available under the Agreement or applicable law, be entitled to immediately terminate the Agreement or an Order in whole or in part (or alternatively suspend the access to the Platform) by giving written notice, in the event the Client infringe(s) the SPOQ’s Intellectual Property Right or breaches its data protection or confidentiality obligations.
19. Consequences of termination
Upon termination of the Agreement or any Order Form, for whatever reason:
- the Client shall promptly pay all outstanding Fees and other amounts payable thereunder up to the actual termination date; and
- licenses and user rights granted to the Client pursuant to the Agreement shall automatically terminate and the Client shall no longer be entitled to use the Platform.
Termination of an Order or the Agreement shall not have any effect on any Services Orders concluded prior to the termination of the Agreement, which shall remain in full force and effect, unless expressly agreed otherwise in writing.
The provisions of this Agreement that are expressly or implicitly intended to survive termination, shall survive termination.
To the maximum extent permitted under applicable law, the Client waives any right to compensation from SPOQ arising from the termination of this Agreement or any Orders or Service Orders, including for any type of commitment made in connection with the business of the Client in reliance on the existence of this Agreement.
20. Force majeure
A Party shall not be liable for delays or failure to perform its (non-monetary) obligations under the Agreement, if such delay or failure is caused by Force Majeure. The Party invoking Force Majeure, must, as soon as reasonably practicable, notify the other Party in writing of these circumstances. The execution of the obligation in question, will be suspended for the duration of the Force Majeure and must be resumed as soon as the Force Majeure has disappeared. Each Party shall use all reasonable endeavors to mitigate the effect of the Force Majeure. The Parties have in any event, the right to terminate the Agreement affected by a situation of Force Majeure which has continued for more than thirty (30) calendar days, by giving written notice.
“Force Majeure” means any circumstance not within a Party’s reasonable control, excluding any monetary obligations but including, acts of God, flood, drought, other natural disasters, epidemics or pandemics, terrorist attacks, civil war, any law or any action taken by a government or public authority, export or import restrictions, labor or trade disputes, strikes, force majeure on the part of service providers, partners or subcontractors, failures of the internet or telecommunications networks, power failures, hacker attacks, denial of service attacks, virus or other malicious attacks and all other circumstances generally qualified as force majeure.
21. Miscellaneous
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- Entire agreement: this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties relating to such subject matter.
- Severability: If any part of this Agreement would be found invalid or unenforceable, for whatever reason, the other parts of this Agreement will remain valid and enforceable as if the invalid or unenforceable provision had not been included therein. Any invalid or unenforceable provision will be replaced, to the extent legally possible, by a suitable provision that is closest to what the Parties wish or would have wished, in accordance with the meaning and purpose of this Agreement, if this issue had been taken into consideration upon concluding this Agreement.
- Conflict. In case of any conflict between the provisions of these Terms or one of the Schedules thereto, the provisions of the Schedules shall prevail regarding its subject matter. In case of any conflict between the provisions of these Term or any of the Schedules and an (Services) Order, these Terms or the relevant Schedule shall prevail, unless expressly stated otherwise in the relevant (Services) Order.
- Waiver: This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such waiver. Each such waiver 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.
- Publicity: SPOQ shall have the right to use any (trade)marks of the Client (including the Client’s corporate name and logo’s) for marketing or promotion purposes, such as for customer references on SPOQ’s website or social media, or for other advertising purposes and during sales presentations.
- Changes: SPOQ reserves the right to revise or update these Terms from time to time. In such case, the Client will be notified about the changes (such as by email), prior to the coming into force of such changes. Unless specified otherwise, the revised terms shall enter into force [fourteen (14) calendar days] after they have been notified to the Client. If the Client does not agree to the changes, it shall have the right to cancel its subscription without charge within [fourteen (14) calendar days] after notification of the modified terms. The Client’s continued use of the Platform and/or (Expert) Services after the terms have been changed will constitute acknowledgment and acceptance of the modified terms.
- Electronic signature. The Parties agree that this Agreement (including any Order and Service Order) may be executed and signed through electronic signature technology, constituting the legally binding equivalent to their handwritten signature. The Client will not repudiate the validity of the electronic signature.
- Special terms and conditions. The Parties undertake to comply with the additional special terms and conditions, if applicable, as set forth in the Order, Service Order or any other schedules or documents thereto.
- Notices: Any notice required to be served under the Agreement shall in first instance be given by email. All notices given by email, shall only be valid in case confirmation of receipt was expressly given by email within five (5) business days. In case no confirmation of receipt was given 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 given in the Order (or as otherwise made available by the Parties). However, notices of termination or notices of default cannot be given by electronic mail and are to be sent by certified or registered mail.
- Non-Assignment: The Client shall not assign or otherwise transfer any of its rights or obligations under this Agreement without SPOQ’s prior written consent. SPOQ shall be free to (i) transfer or assign (part of) its obligations or rights under the Agreement to one of its affiliates and (ii) to subcontract the performance of the Agreement to its affiliates, individual contractors and to third party service providers without prior notification to the Client.
- Applicable law and jurisdiction: this Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to its choice of law or conflict of law laws or principles. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. All disputes between the Parties in connection to this