By subscribing to the Digiboard services (the “Services”) provided by Digiboard.io SRL in relation with Digiboard Service-as-a-Software (the “Software”), hosted on Digiboard.io SRL’s Cloud platforms (the “Cloud Platform”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

1. Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

2. Definitions

User

Any user account indicated as active in the Software, with access to creation and/or edition mode. Deactivated user accounts are not counted as Users.

Feature

All features are available for installation in the Software, and listed in the public Pricing section of Digiboard.io SRL’s website.

Bug

Is considered a Bug any failure of the Software or of  that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Digiboard.io SRL (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).

3. Access to the software

The Customer can use the Software hosted on the Cloud Platform. The Cloud Platform is hosted and fully managed by Digiboard.io SRL, and accessed remotely by the Customer.

For the duration of this Agreement, Digiboard.io SRL gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the Digiboard software. 

The Customer undertakes to take all necessary measures to ensure the unmodified execution of the part of the Software that verifies the validity of the use of Digiboard and collects statistics for this purpose, including, but not limited to, the operation of an instance, the number of Users, Committees and Events.

Digiboard.io SRL undertakes not to disclose individual or named figures to third parties without the consent of the Customer, and to treat all data collected in accordance with its official privacy policy, published on https://www.digiboard.io/privacy-policy/.

Upon expiration or termination of this agreement, this license is immediately revoked and the customer undertakes not to use the Digiboard.io SRL software anymore.

If Customer breaches the terms of this section, Customer agrees to pay Digiboard.io SRL a surcharge equal to 300% of the applicable list price for the actual number of users and applications installed.

4. Service

4.1. Bug Fixing Service

For the duration of this Agreement, Digiboard.io SRL commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the appropriate channel (helpdesk@digiboard.io or the web chat) , and to start handling such Customer submissions within 2 business days. 

As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. 

4.2. Security Updates Service

Cloud Platform

Digiboard.io SRL commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.

4.3. Cloud Hosting Services

For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Digiboard.io SRL commits to providing at least the following services:

4.4. Support Services

Scope

For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs or guidance with respect to the use of the standard features of the Software.

Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Digiboard.io SRL.

Availability

Tickets can be submitted via helpdesk@digiboard.io  or web chat.

5. Charges and Fees

5.1. Standard charges

The standard charges for the Digiboard subscription and the Services are based on the number of Users and Features related to the plan selected by the Customer (https://www.digiboard.io/pricing-plans/)  and specified in writing at the conclusion of the Agreement.

When during the Term, the Customer has more Users or more installed Features than specified at the time of conclusion of this Agreement, the Customer agrees to get upgraded and pay the new plan (at the beginning of the Term) for the additional Users or Features, for the remainder of the Term.

5.2. Renewal charges

Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term (excluding any discounts) are lower than the most current applicable list price, these charges will increase by up to 7%

5.3. Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Digiboard.io SRL is legally obliged to pay or collect Taxes for which the Customer is responsible.

6. Conditions of Services

6.1. Customer Obligations

The Customer agrees to:

When the Customer chooses to use the Cloud Platform, the Customer further agrees to:

6.2. No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 30 000.00 (thirty thousand euros).

6.3. Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

6.4. Confidentiality

Definition of “Confidential Information”:

All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

6.5. Data Protection

Definitions

“Personal Data”, “Controller”, “Processing” take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

Processing of Personal Data

The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. This data will be processed by Digiboard.io SRL when the Customer instructs so, by using any of the Services that require a database, or if the Customer transfers their database or a part of their database to Digiboard.io SRL for any reason pertaining to this Agreement.

This processing will be performed in conformance with Data Protection Legislation. In particular, Digiboard.io SRL commits to:

With regard to points (d) to (f), the Customer agrees to provide Digiboard.io SRL with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible.

Subprocessors

The Customer acknowledges and agrees that in order to provide the Services, Digiboard.io SRL may use third-party service providers (Subprocessors) to process Personal Data. Digiboard.io SRL commits to only use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a contract between Digiboard.io SRL and the Subprocessor that provides guarantees to that effect. Digiboard.io SRL’s Privacy Policy, published at https://www.digiboard.io/privacy-policy/ provides up-to-date information regarding the names and purposes of Subprocessors currently in use by Digiboard.io SRL for the execution of the Services.

6.6. Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, Digiboard.io SRL may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

Surviving Provisions:

The sections “6.4. Confidentiality”, “7.2. Disclaimers”, “7.3. Limitation of Liability”, and “ 8. General Provisions” will survive any termination or expiration of this Agreement.

7. Warranties, Disclaimers, Liability

7.1. Warranties

Digiboard.io SRL owns the copyright or an equivalent 1 on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a licence compatible with the licence of the Software.

For the duration of this Agreement, Digiboard.io SRL commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

The Customer’s sole and exclusive remedy and Digiboard.io SRL’s only obligation for any breach of this warranty is for Digiboard.io SRL to resume the execution of the Services at no additional charge.

External contributions are covered by a Copyright License Agreement that provides a permanent, free and irrevocable, copyright and patent licence to Digiboard.io SRL.

7.2. Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

Digiboard.io SRL does not warrant that the Software complies with any local or international law or regulations.

7.3. Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

7.4. Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

8. General Provisions

8.1. Governing Law

This Agreement and all Customer orders will be subject to Belgian law. Any dispute arising out of or in connection with this Agreement or any Customer order will be subject to the exclusive jurisdiction of the Commercial Court Du Hainaut, Division of Charleroi.

8.2. Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.