SPOQ | Privacy

1. Intro

IMPORTANT – READ CAREFULLY BEFORE YOU USE THE PLATFORM: these terms of use (“Terms”) are a legal agreement between You and SPOQ. By clicking on “I agree”, accessing, installing, downloading or otherwise using the Platform (defined below), You agree to be bound by these Terms. If You do not agree to these Terms, You are not allowed to use or access the Platform and SPOQ does not grant You a license to use the Platform.

2. Definitions and interpretations

Capitalized terms used throughout these Terms shall have the meaning given to them below, regardless of whether they are used in their plural or singular form:

“Documentation” means any user guides that SPOQ might make available to You in connection with the Platform (and as may be updated from time to time);

“Intellectual Property Rights” means, without limitation, patents, trademarks, copyrights, rights in software programs (in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names, rights in confidential information (including, but not limited to, know-how and trade secrets) and all existing or future rights or forms of protection of a similar nature or having equivalent or similar effect to any of the aforementioned which may subsist or arise anywhere in the world and any existing or future applications for or registrations of such rights;

“Organization” means the legal entity of which you are (i) a client or prospect; or (ii) for which You are employed, act as a subcontractor or otherwise work for. Your Organization is either SPOQ, a client of SPOQ, a partner of SPOQ or an expert-partner of SPOQ (as applicable);

"Platform" means the platform proprietary owned by SPOQ aiming, as an intermediary platform, to facilitate connecting clients and prospects with expert-partners who are service providers specialized in providing testing, inspection, certification (TIC) services and similar activities in different sectors and industries, including the underlying software, computer programs, algorithms, (source or object) code, logic, models, and methodology.

“SPOQ” means SPOQ BV, and registered with company number 1019.927.680 (RLE Ghent (division Ghent);

“Terms” means these terms of use, as may be amended from time to time by SPOQ;

“User Role” means one of the various roles assigned to a User by SPOQ or Your Organization (as applicable). Each User Role may include different access rights and authorizations in the Platform. Please contact us or Your Organization for more information about the specific rights and authorizations granted to a specific User Role;

“User” or “You” “Your” means the individual end user accessing and using the Platform on behalf of an Organization;

“User Data” means any data, information, documents or other content that is (i) uploaded, submitted, provided, or otherwise made available by the User (or on their behalf) to the Platform; or (ii) generated through the User's interaction with or usage of the Platform, whether automatically or manually.

3. Scope

These Terms are applicable to Your use of the Platform and describe Your rights and obligations with regard to the Platform, Documentation and related services.

You are typically a client or an employee, officer, freelancer, (sub)contractor or consultant of:

• SPOQ,
• a SPOQ client,
• a SPOQ partner; or
• a SPOQ expert-partner;

who authorized/invited You to use the Platform. In such event, SPOQ has entered into a commercial agreement with the SPOQ client, partner or expert-partner of which you are a client or for which you work (as applicable) to allow you to access or use our Platform and related services.

4. License grant

You are granted a restricted, personal, revocable, non-exclusive, non-transferable and non-sublicensable, limited license to access and use the Platform on behalf of Your Organization, in accordance with these Terms and the Documentation. This license is strictly dependent on Your relationship with Your Organization and is granted to You solely for the purposes of facilitating Your duties towards Your Organization. You are expressly prohibited from using the Platform for any other purposes than your duties for Your Organization and Your right to access and use the Platform automatically terminates upon the termination of Your collaboration or relationship with Your Organization, regardless of the nature of that termination.

6. Use of the platform

Registration and account details

You can only use the Platform after registration of a personal user account. Your personal user account will be created by SPOQ after:

• • • You directly completed SPOQ’s online registration; or
    • indirectly upon invitation by SPOQ or the Organization who authorized You to use the Platform and who has initiated the registration progress for You.

Please contact hello@spoq.be if You encounter any issues during the registration process.

An individual user account must be created for each individual end user accessing the Platform. Your account to the Platform is personal and allocated on a first and last name basis. You must keep Your account details (such as Your username and password) safe and You may not disclose them to third parties (even within Your Organization). If You become aware of any (suspected) security vulnerabilities, misuse, or unauthorized access to the Platform, you must report this to SPOQ and/or Your Organization immediately.

SPOQ reserves the right to suspend or terminate any user account acting in violation of the Terms.

Usage Term

These Terms shall apply for as long as You maintain Your account in the Platform.

Please note that in principle You are allowed to access and use the Platform as long as the Organization, authorizing You to use the Platform maintains a valid and active subscription to the Platform (either directly by concluding a license agreement with SPOQ or indirectly through a partner of SPOQ).

If you are using the Platform on behalf of an Organization (by whom you were invited to use the Platform) and the commercial relationship between SPOQ and such Organization is terminated (regardless of the underlying reasons), You acknowledge that SPOQ may contact You to discuss the conclusion of a commercial agreement granting You a right to continue the usage of the Platform (“License Agreement”). In the event You then conclude a direct License Agreement, You may continue the further usage of the Platform. If no License Agreement is concluded within a reasonable time, Your access to the Platform may be suspended or terminated until You have been authorized again to use the Platform (by another Organization).

User Obligations

While using the Platform, You are obliged to:

• • • comply with these Terms, the Documentation and any additional (user) instructions, manuals or guidelines provided by SPOQ from time to time;
    • comply with any applicable local, national or international regulations, laws and implementing acts;
    • use the Platform only in accordance with the User Role that has been assigned to You;
    • behave respectfully towards others; and
    • refrain from publishing or otherwise disseminating harmful or defamatory information with respect to the Platform, SPOQ, another User or an Organization.

Use Restrictions

While using the Platform, You may not (directly or indirectly):

• use the Platform in any unlawful, illegal, fraudulent or harmful manner, for any unlawful purpose, or in any manner inconsistent with these Terms;
• use the Platform in any capacity if You discontinue to work for or are no longer a client of the Organization by whom You were authorized to use the Platform (for whatever reason);
• act fraudulently or maliciously (e.g. by hacking or inserting malicious code or other items of a destructive or deceptive nature, such as viruses or harmful data, into the Platform or any operating system);
• sell, assign, 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 Terms;
• (attempt to) decompile, disassemble, translate, duplicate, modify, alter, reverse engineer, reconstruct, identify or discover, copy or create derivatives based upon the underlying source code, ideas, user interface techniques or algorithms of the Platform or Documentation by any means (except to the extent such restriction is prohibited under applicable law);
• take any action that would cause the Platform or 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 or Documentation;
• use the Platform to distribute any form of spam or unwanted (non-)commercial information;
• violate the (intellectual property or privacy) rights of other Users or try to collect or harvest any (personal) data of other Users or any other information available in the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform (by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, any other (automatic) tools, processes or methods);
• use the Platform in a way that could damage, overburden, impair or compromise our systems or security;
• work around any technical or security limitation vested in the Platform;
• impersonate as another person or entity or try to access an account from another person;
• distribute fake information via the Platform; and/or
• transmit any information or data that can be regarded as offensive, disrespectful, insulting, defamatory, threatening, obscene, racist, sexual or otherwise objectionable.

7. User data

During the usage of the Platform, You may upload User Data (manually or via an API, as applicable). The provision of such User Data shall comply with the formats and standards provided by SPOQ.

You hereby grant SPOQ a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the provision of the Platform and related services, the performance of SPOQ’s obligations and the exercise of SPOQ's rights under these Terms and the License Agreement concluded with the Organization on whose behalf you are using the Platform. You also grant SPOQ the right to sub-license these rights to its hosting, connectivity, telecommunications or other third party service providers to the extent reasonably required for the performance of SPOQ’s obligations and the exercise of SPOQ’s rights under these Terms.

You acknowledge that any output, results, usage and the proper functioning of the Platform are directly dependent on the accuracy, completeness, and timeliness of the input data provided by Users. Users remain solely responsible for ensuring that all User Data submitted or otherwise uploaded to the Platform is valid, accurate, correct, and up-to-date. SPOQ makes no representation or warranty regarding the accuracy or completeness of the User Data (whether provided or uploaded by You, another User or an Organization), and expressly disclaims all liability resulting from the usage or provision of User Data (whether provided or uploaded by You, another User, or an Organization). Any errors, omissions, or outdated information in User Data may result in inaccurate output or performance of the Platform. You agree to promptly update or correct any User Data submitted to the Platform upon becoming aware it might no longer be accurate or up-to-date, to maintain its accuracy and validity, and acknowledge that SPOQ is not liable for any consequences arising from the use of incorrect or outdated User Data.

Unless explicitly agreed otherwise, You are solely responsible for the safety and security of the User Data and for retaining (a back-up of) the original User Data.

You warrant that all User Data provided shall at all times be true, accurate, correct, complete, up-to-date, and not misleading. SPOQ reserves the right to edit or exclude any User Data on becoming aware that it is incorrect or incomplete or in violation of these Terms.

You are fully and solely responsible for the User Data provided to SPOQ. You warrant that the User Data when used by SPOQ or other Users in accordance with these Terms will not infringe the Intellectual Property Rights, privacy or any other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction. You shall indemnify and hold harmless SPOQ against any loss or damage suffered arising out of or in connection with the User Data.

8. Reporting of potential illegal content and activities

You must promptly (i.e. no later than 72 hours after becoming aware thereof) report to SPOQ any content or activity on the Platform that You reasonably deem or suspect to be illegal, harmful, or in violation of applicable laws or these Terms ("Illegal Content or Activities"). All reports of Illegal Content or Activities must be submitted in writing via the designated in-Platform reporting tool and should include sufficient details to enable SPOQ to investigate the matter: including:

• 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; and
• a declaration that the notification is executed in good faith.

Upon receiving a notification, SPOQ will acknowledge receipt without undue delay and will review the matter. SPOQ reserves the right to request additional information from You to facilitate the investigation.

If SPOQ determines that the reported Illegal Content or Activities violate applicable laws or these Terms, it may take appropriate action, including removing or disabling access to the Illegal Content or Activity, suspending or terminating involved user accounts, or reporting the matter to the competent law enforcement or authorities (if deemed necessary). You will be informed of any actions taken if deemed relevant/upon your request, without undue delay 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 Platform Users unless it had actual knowledge of the Illegal Content or Activity and failed to address such content or activity with the diligence and care that can be reasonably expected.

9. Dispute resolution

In the event of a dispute, complaint, or controversy between You (or Your Organization) on the one hand and SPOQ or another User or Organization on the other hand, You shall make reasonable good faith efforts to resolve the issue via the following procedure:

• You, SPOQ and any other Organization or User must promptly notify a complaint or dispute to another party in writing by sending an email to the general central contact point of such party. If either party is of the opinion that the complaint or dispute concerns or relates to a 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 in good faith. 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 in writing within the aforementioned period, the escalation period shall be exhausted and either party may initiate legal proceedings.
• The party (demonstrated to be in default) shall bear the costs related to the resolution of the dispute, unless otherwise agreed as part of the settlement or resolution.

This dispute resolution process does not affect a party’s termination rights or any other legal rights under the Terms or applicable law.

SPOQ is not obligated to intervene in disputes between You (or your Organization) and any other Users or Organizations. However, upon request, SPOQ may, to the best of its abilities, attempt to facilitate a reconciliation between such parties.

Further, you acknowledge that all actions within the Platform may be logged, creating a transparent record of data transactions, access, and modifications. SPOQ may verify and monitor compliance with the Agreement (based on the aforementioned logs) and reserves the right to suspend access to the Platform or other activities under the Agreement, in the event any (likely) non-compliance with or breach of the Agreement becomes apparent.

10. Ownership of the platform

All Intellectual Property Rights vested in or related to the Platform (including any enhancements, improvements or amendments thereto, any updates, new releases, new versions or modifications in respect thereof and/or any derivatives based thereon), the Documentation and related services are and remain the sole and exclusive property of SPOQ and are protected by Intellectual Property Rights in accordance with local, national and international legislation. The rights in the Platform and Documentation described in these Terms are licensed (not sold) to You in accordance with clause 3, and You shall not in any way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the Platform or the Documentation.

To the extent You provide any comments or suggestions about the Platform to SPOQ, SPOQ shall have the right to retain and use any such comments or suggestions in our current or future products or services, without further compensation to You and without Your approval of such use.

11. Third party components

The Platform may contain links to and may integrate with third party systems, programs, software or libraries (such as, but not limited to, applications, tools and/or websites of other Organizations and other third parties, including SPOQ partners and SPOQ expert-partners) (“Third Party Components”). You acknowledge that such Third Party Components are exclusively governed by the service offering of the applicable third party/relevant Organization and that any commitments or obligations of SPOQ included in these Terms shall not apply to such Third Party Components. SPOQ shall not be responsible for the availability, accuracy and/or any defect in the Platform that is caused by an integration with a Third Party Component and does not ensure that the Platform remains at all times compatible and can interface and interwork with the applicable Third Party Component. Additionally, SPOQ cannot be held liable for any damage, loss of service or quality issues that are caused by Third Party Components and SPOQ disclaims any responsibility for the content available on such Third Party Components.

The Platform is hosted by SPOQ’s hosting partner and the hosting services will be performed in the hosting partner’s European datacenters. The hosting services shall be exclusively governed by the service offering of the hosting partner.

12. Support 

If You have questions or encounter problems during Your use of the Platform, please first contact the Organization who authorized You to use the Platform. Your Organization shall be responsible for first line support related to the Platform. If Your Organization cannot help You, an end user on behalf of Your Organization will refer the problem to SPOQ who will, as a second-line support provider, try to help You as soon as possible.

Any support services in relation to the Platform are provided during business hours and on a best efforts basis only. 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.

13. Availability

SPOQ will make commercially reasonable efforts to ensure the continued availability of the Platform. However, SPOQ does not guarantee that the Platform shall be accessible or available at any time, any place or on any user device. The Platform may for example not be available during periods of maintenance carried out by SPOQ or its hosting provider (which can be either planned or unplanned).

If feasible, maintenance shall be carried out outside of regular business hours and SPOQ shall to the extent reasonably possible inform You of any such maintenance or unavailability.

14. Modifications to the platform

SPOQ reserves the right to modify or update the Platform from time to time (e.g. to improve performance, enhance functionalities, reflect changes to the operating system or address security issues, etc.) without any prior notification, provided that SPOQ shall not change any material functionalities of the Platform without prior notification.

15. Warranties

SPOQ does not and cannot warrant the quality, accuracy or correctness of any expert-partner services provided or of any output or materials provided in the execution of such expert-partner services and/or by using the Platform. The Platform, Documentation and related services are made available to You “as is”. SPOQ disclaims all warranties of any kind, either express or implied, including but not limited to warranties that the Platform will be without defect or error free, warranties of accuracy or completeness of data, availability, merchantability and fitness for a particular purpose, or non-infringement with respect to the Platform and the accompanying Documentation.

You represent and warrant to SPOQ that any User Data provided by You is accurate and truthful and that the User Data shall not (i) infringe any (intellectual property) rights of third parties, (ii) be deceptive, defamatory, or unlawful; or (iii) otherwise violate the rights of a third party.

You acknowledge and agree that SPOQ is not obligated to back up any information stored on Your account.

You agree that any use of the Platform contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Platform for which SPOQ cannot be held liable.

Further You acknowledge that the Platform contains certain tools which facilitate Organizations’ compliance with certain (formal) legal obligations regarding (but not limited to) technical inspections, certification and safety. In that regard, You expressly agree that, if applicable, Your Organization and/or You acting on the Organization’s behalf remain solely responsible for the (timely) compliance with the obligations under applicable law (including (without limitation) the assessment of whether the legal obligations have to be complied with or not, the initiation of any expert-partner services and the quality and validity of the output of such expert-partner services). SPOQ expressly disclaims any warranty and/or liability whatsoever with regard to compliance with obligations under applicable law resulting from the usage of the Platform. In particular, and without prejudice to the foregoing generality, SPOQ shall not be held liable for any missing, late, incomplete or otherwise incorrect declarations made via or on the Platform.

16. Limitation of liability 

Subject to the maximum extent permitted under applicable law and the below paragraphs, SPOQ shall only be liable for direct damages caused by SPOQ due to its gross misconduct, deceit or willful misconduct, that were foreseeable and SPOQ’s maximum liability shall, subject to the maximum extent permitted under applicable law, in any event not exceed the amount effectively paid out under SPOQ’s insurance policies for the specific damage claim related to the usage of the Platform.

Subject to the maximum extent permitted under applicable law, SPOQ excludes its liability for:

• any damages arising out of or related to the expert-partner services, the actions or omissions of the expert-partners, You, Your Organization or any third party;
• any indirect, punitive, special, consequential, or similar damage (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of goodwill, and reputational damage, (potential) investments and costs of loss or restoring data) arising or incurred due to the usage of the Platform, whether arising from negligence, breach of contract or otherwise.

17. Privacy and data protection

Each party 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.

You represent and warrant that You and Your Organization have the legal right to disclose any personal data that is available to SPOQ and other Users and Organizations under or in connection with these Terms (including, but not limited to, any personal data that might be disclosed by You about an Organization’s employees, subcontractors and other staff, while using the Platform) and that You and/or Your Organization have a valid legal ground to process such personal data and to disclose such personal data to SPOQ and other Users and Organizations in accordance with applicable law. You and/or Your Organization undertake to sufficiently inform all Data Subjects about such processing activities carried out on the Platform in accordance with applicable law, containing at least the information set out in SPOQ’s privacy policy (referred below).

During Your use of the Platform SPOQ collects and processes personal data. You acknowledge and agree that your contact details may be shared via the Platform to the extent necessary for the execution of SPOQ’s obligations under these Terms. To learn more about how we process Your personal data and how SPOQ protects Your personal data, please read our privacy policy (available on the SPOQ website and via the portal and login page of the SPOQ platform).

If any changes or prospective changes to the data protection laws or the cooperation between You, Your Organization and SPOQ result or will result in one or both parties not complying with the data protection laws in relation to processing of personal data carried out under these Terms, then the parties shall use their best endeavors to promptly agree such variations to these Terms as may be necessary to remedy such non-compliance.

If a SPOQ-partner or expert-partner processes personal data in the context of the usage of the Platform and/or the provision of any expert-partner services, they will process such personal data in accordance with their own privacy policies. We recommend contacting such parties directly if you have any questions about how they process your persona data.

18. Confidentiality

You shall treat as confidential, protect and keep secret all confidential information relating to SPOQ, the Platform and related Documentation (including but not limited to any User Data) and shall not disclose it to any third party. You shall not use any confidential information disclosed under these Terms for any purpose other than as required to enjoy Your rights under these Terms or for the performance of Your obligations under these Terms. You shall implement appropriate measures to protect any confidential information and shall promptly notify SPOQ if You become aware of any breach of confidence and give SPOQ all reasonable assistance in connection therewith.

The obligations set out in this clause shall enter into force as from the start of Your usage or access to the Platform and shall survive during five (5) years after Your last usage of or access to the Platform. Upon expiry or termination of these Terms, You will discontinue use of SPOQ’s confidential information and delete and certify such deletion of all confidential information.

19. Change of terms

SPOQ reserves the right to change these Terms from time to time (e.g. to reflect changes in applicable law, best practices or to deal with additional feature(s) which it may introduce). Any change to these Terms will be notified to You by email or advised to You on Your next log-in to the Platform, ten (10) days prior to entering into force, unless the change is needed to comply with applicable law (in which case, the change may be enforced immediately). The date of the most recent version of these Terms is shown at the bottom of these Terms. Please review these Terms periodically to stay informed of changes that may affect You. By accessing or otherwise using the Platform after the Terms have been changed in accordance with this clause, You agree to be bound by the amended Terms. If You do not agree with any of the amended Terms, You will have no right to access and use the Platform.

20. Termination

If You do not comply with these Terms, SPOQ reserves the right to immediately terminate (or alternatively, at SPOQ’ discretion, suspend) Your access to the Platform, without any formalities being required, without incurring any liability and without prejudice to any other rights SPOQ may have under applicable law.

In addition, Your access to the Platform may be refused in the following circumstances:

• if You discontinue to work for or are no longer a client of the Organization by whom You were authorized to use the Platform (for whatever reason);
• if You breach these Terms;
• if Your Organization has terminated Your account;
• if the License Agreement between SPOQ and Your Organization terminates or expires.

The provisions of the Terms that are expressly or implicitly intended to survive termination, shall survive termination, including without limitation, the provisions relating to Intellectual Property Rights, limitation of liability data protection and confidentiality.