Definitions
“Affiliate”: means an affiliate (verbonden vennootschap) within the meaning of Article 1:20 of the Belgian code of companies and associations.
“Agreement”: means the current Terms and Conditions, including any exhibits, annexes and schedules, together with any Quotations, Purchase Orders and SOWs, and, where applicable, any Pilot Agreement.
“Confidential Information”: means any and all information of a confidential nature, disclosed by either Party (or on its behalf) to the other Party, whether orally, in writing or in any format or medium and whether prior to or after the Effective Date. Confidential Information of SOLV will be deemed to include the Licensed Software, the Services and any Fees, pricing, terms, attachments, appendices and all information related to the Services associated with the Agreement, including Customer Data and Output Data. “Confidential Information” does not include any information that the receiving Party can demonstrate to be: (a) rightfully known prior to disclosure; (b) rightfully obtained from a Third Party authorized to make such a disclosure, without breach of the terms and conditions of the Agreement; (c) independently developed by the receiving Party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing Party; or (f) disclosed by court order or as otherwise required by law, provided that the Party required to disclose the information, provides prompt advance notice to enable the other Party to seek a protective order or otherwise prevent such disclosure;
“Customer”: the customer of SOLV indicated in the Quotation.
“Customer Data”: means the Customer’s information, documentation or (input) data processed, stored or transmitted by, in or through the Licensed Software and/or Services.
“Data Processing Agreement”: the data processing agreement within the meaning of Article 28.3 GDPR entered into between SOLV and the Customer pursuant to the Agreement and included under Annex 1 of these Terms and Conditions.
“Documentation”: means any documentation provided by SOLV related to the Licensed Software and/or Services, whether or included in the Quotation, including manuals, guides, specifications, policies, training materials and any other Documentation describing, explaining and/supporting the understanding, use, development, operation, maintenance and governance of the Licensed Software and Services.
“Downtime”: means any period of time in which the Licensed Software or Services are unavailable or unable to process at least 95% of normal transaction volume as measured by SOLV's monitoring systems, other than such periods which have been previously agreed with the Customer or periods of maintenance.
“Effective Date”: means the earlier of (i) the date on which the Agreement is signed or accepted by both Parties or (ii) the date on which the Customer has countersigned or accepted (expressly or implicitly) the Quotation.
“Fees”: means the fees, charges, and other amounts payable by the Customer for the Licensed Software and Services as set forth in the Quotation, the SOW, the Agreement or otherwise agreed upon between the Parties.
"Force Majeure Event" means any event, circumstance, or cause beyond a Party's reasonable control that prevents or materially delays such Party's performance under the Agreement, including but not limited to: (a) acts of God, natural disasters, epidemics, or pandemics; (b) war, terrorism, civil unrest, or government actions; (c) cyber-attacks not caused by the affected Party's negligence; (d) failure or interruption of Third Party services essential to performance (including AI providers, cloud infrastructure, or internet services); (e) changes in applicable law or regulations that materially affect performance; or (f) labour disputes not involving the affected Party's employees.
"Initial Term": means the initial subscription period for the Licensed Software commencing on the subscription start date and ending on the subscription end date, as specified in the Quotation.
“Intellectual Property Rights”: means, in any jurisdiction worldwide, registered or unregistered, copyrights, software rights, database rights, design rights, patents, trademarks, trade name rights, trade secret rights, rights related to know how, together with any goodwill related to any of the foregoing, including priority rights, application rights and moral rights.
“Licensed Software”: means SOLV’s software platform / solution(s) ‘SOLV’, including its various Modules, provided as a service (SaaS), licensed to the Customer in accordance with the Agreement and as further identified in the Quotation and Documentation.
"Modules": means the individual functional components, features or functionalities of the Licensed Software that can be licensed separately or in combination, and any future modules developed by SOLV, and as described in the Documentation. The Modules for the Customer will be set out in the Quotation and/or Agreement.
“Output Data”: means all data and information generated by the Licensed Software and/or Services on the basis of the Customer Data and following processing on or through the Licensed Software and/or Services, including the value matrices, the recommendations and reports or other data or documentation generated by the Licensed Software and/or Services and as described in the Documentation, Quotation, SOW or any other project documentation in the context of the Agreement.
“Party” or “Parties”: means SOLV and/or the Customer.
“Pilot”: means a limited-scope proof of concept or controlled pilot implementation of the Licensed Software and/or Services for the Pilot Term and under the Pilot Agreement, using the Customer's actual Customer Data and workflows with the objective of testing, evaluating and validating its functionality, performance, feasibility or suitability in a real or representative operational environment before broader deployment or commercialisation under an Agreement, as further specified in the Pilot Agreement, Quotation or the Agreement.
“Pilot Agreement” means the Agreement, but only related to a Pilot under which SOLV provides the Licensed Software and Services on a limited, trial basis for a Pilot Term, distinct from any subsequent production or commercial phase under an Agreement.
“Pilot Term”: the defined, limited period of time during which a Pilot is conducted under a Pilot Agreement.
"Professional Services": means any consulting, customization, configuration, implementation, development, integration, training or other professional Services provided by SOLV to the Customer separate from the standard Licensed Software functionality, as specified in a Quotation, SOW, Purchase Order or otherwise in the Agreement.
"Purchase Order": means a written order issued by the Customer based on a Quotation, confirming the Customer's acceptance of the offered Services and/or Licensed Software.
“Quotation”: the quotation or proposal submitted by SOLV to the Customer, including these Terms and Conditions that form integral part thereof.
"Renewal Term": means any subsequent subscription period following the Initial Term or a previous Renewal Term, as may be agreed upon by the Parties.
“Services”: means the software or related services provided by SOLV to the Customer under the Agreement, including the provision of the Licensed Software and any Professional Services provided by SOLV to the Customer under the Agreement.
"SOW": Statement of Work, meaning a document describing the specific Professional Services to be performed, including scope, deliverables, timeline, acceptance criteria and Fees.
“Term”: means the Initial Term, together with any Renewal Term(s).
“Terms and Conditions”: the current general terms and conditions of SOLV forming integral part of the Agreement.
“Terms of Use”: means the terms, limitations and requirements applicable to Users with respect to the use of the Licensed Software and/or the Services as set out in the Agreement and these Terms and Conditions.
“Third Party”: means any legal or natural person that is not a Party or a User, including possible subcontractors, external suppliers or service providers of SOLV.
“SOLV”: SOLV BV, a company existing under the laws of Belgium, with registered office at 2000 Antwerpen, Sint-Pietersvliet 7, registered with the BCE under number 0765.430.463.
“User(s)”: means the individuals or (end) users employed or Third Parties retained by the Customer who have been identified to SOLV and given access to the Licensed Software and/or Services pursuant to the Agreement.
Applicability
These Terms and Conditions apply to all Agreements and Quotations related to the use of the Licensed Software and Services between SOLV and the Customer, unless agreed upon otherwise in writing. By accepting an offer or Quotation, whether implicitly, explicitly or by execution of the Services, accessing or using the Licensed Software, placing an order or paying an invoice of SOLV or by signing or accepting a Quotation, the Customer accepts and agrees to these Terms and Conditions. If the Parties commence the execution of Services or initiate performance following acceptance of the offer or Quotation before the formal signing or acceptance of the Agreement, whether or not in the context of a Pilot, the Customer acknowledges that such execution constitutes implicit acceptance of these Terms and Conditions or terms and the terms set forth in the Quotation. As soon as SOLV provides Services, a binding Agreement is established, and the Customer is obliged to pay SOLV the Fees specified in the Quotation for the provided Services, even if the Agreement has not yet been formally signed or entered into in any way. Specific terms for Pilot engagements may be set forth in a separate Pilot agreement or Quotation. Upon successful completion of a Pilot, transition to production use requires a new Quotation or Purchase Order / Agreement. Pilot terms are limited in scope and duration as specified in the applicable Pilot Agreement, Quotation or contract documentation.
These Terms and Conditions also apply to any additional order placed by the Customer with SOLV, regardless of whether reference is explicitly made to these Terms and Conditions. These Terms and Conditions also apply to any contractual relationship between an Affiliate of SOLV and Customer and in particular to any Quotation, order or delivery of Services by such Affiliate to the Customer. In such case, references to “SOLV” and “Party,” if referring to SOLV, shall be read and replaced as “Affiliate”; the term “Parties” shall then mean the Affiliate and the Customer.
If multiple Services are provided to the Customer, each set of rights and obligations arising from each separate order or Quotation confirmation with a distinct subject shall, for purposes of interpretation, validity, performance, and termination, be regarded as a separate Agreement. Consequently, the invalidity or termination of one or more Agreements shall not automatically result in the invalidity or termination of the other Agreements and vice versa. This applies in particular to each Agreement concluded between the Parties.
In the event that an Agreement also, directly or indirectly, relates to an Affiliate of the Customer, such Affiliate shall also be bound by the provisions of the Agreement, and the Customer guarantees the fulfilment by such Affiliate of all contractual obligations arising from the Agreement. If SOLV enters into an Agreement with more than one natural or legal person, all such persons or entities shall be jointly and severally liable towards SOLV, and the term “Customer” shall be understood to include all such persons or entities. A reference to the “Customer” shall likewise be deemed a reference to all its legal successors.
In the event of a conflict or interpretative discrepancy between the provisions of the various (contract) documents forming the Agreement, the following hierarchy shall apply (in descending order): (i): the Agreement / the Quotation, (ii), these Terms and Conditions, (iii) SOLV’s invoice terms. In the event of any conflict between the Terms and Conditions and any document submitted by the Customer, the Terms and Conditions shall always prevail, and such conflicting terms in the Customer’s documents are hereby rejected by SOLV.
The Terms and Conditions are deemed accepted by the Customer, even when they are conflicting with the Customer’s general or special (purchasing or other) terms and conditions. The fact that SOLV did not explicitly reject such terms and conditions of the Customer, referred to in any contract or document, cannot be interpreted as an acceptance by SOLV of any such terms and conditions. The Customer acknowledges and accepts in any case that the applicability of its own general or special terms and conditions is expressly excluded, and that SOLV’s Terms and Conditions shall always prevail over any such terms and conditions of the Customer.
These Terms and Conditions are binding for every User of the Licensed Software and/or the Services. Notwithstanding the fact that the Customer is bound by these Terms and Conditions and is responsible for compliance therewith, the User also remains individually responsible for complying with the provisions of these Terms and Conditions that apply to Users, in particular the Terms of Use, and the User can also be held directly accountable by SOLV for such compliance. Where these Terms and Conditions refer to the Customer, this also includes all Users of the Customer, for whom the Customer guarantees compliance with the Agreement and these Terms and Conditions. The Customer and the Users are deemed and acknowledge to have been informed by SOLV of the Terms and Conditions, including the Terms of Use, prior to entering into the Agreement. The User shall accept these Terms and Conditions, including the Terms of Use, in connection with the use of the Licensed Software and/or the Services. Notwithstanding such acceptance, only the Terms of Use and other terms of the Agreement applicable to Users shall apply to the User, and not the provisions of the Terms and Conditions which exclusively govern the legal relationship between SOLV and the Customer.
These Terms and Conditions were last amended on the version date stated in this document or on the most current version made available to the Customer (via a hyperlink provided by SOLV). SOLV expressly reserves the right to amend or update the provisions of the Terms and Conditions and/or the specifications or any special conditions of SOLV and/or the Services. Amended, updated, or new versions of the Terms and Conditions or any other contractual documents will always be brought to the Customer’s attention via any channel or method SOLV deems appropriate, including but not limited to, a notice on the Customer’s invoice or a notification via the Licensed Software or the Services, where they may be accepted by the Customer or an authorized User. By signing or accepting the Agreement and the Terms and Conditions or any other contractual documents, the Customer confirms that each User is authorized by them to validly accept such future amendments on behalf of the Customer. However, modifications to the provisions of the Agreement do not include changes resulting from decisions, rulings or obligations imposed by Belgian or European regulatory or judicial authorities, or from Belgian or European legislation or regulations mandating such changes. Should any such decision, ruling, obligation, law or regulation materially burden or render SOLV’s contractual obligations impossible, SOLV is entitled to terminate the relevant Services or Agreement with immediate effect by written notification, without being liable for any cancellation or termination compensation to the Customer.
Term and Termination
The Agreement shall enter into force and shall take effect as from the Effective Date and shall expire, for the License, on the subscription end date or as otherwise agreed upon (the “Initial Term”). If no specific term is agreed upon or set forth in the Agreement or Quote, the Agreement and License shall have an Initial Term of one (1) year commencing on the Effective Date. Thereafter, the Agreement and the License shall automatically renew for successive one (1) year periods, unless either Party provided written notice of termination at least three (3) months prior to the end of the then-current-Term.
A Pilot Agreement shall enter into force and shall take effect as from the Effective Date and shall expire upon the end of the Pilot Term, unless the Pilot Term is extended by mutual written agreement of the Parties, as set forth in the applicable Quotation and/or the Pilot Agreement.
Either Party may terminate the Agreement by written notice to the other Party if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) calendar days from receipt of a default notice.
Either Party may terminate the Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
Upon termination of the Agreement for whatever reason: (i) the Customer shall promptly pay SOLV all Fees and other amounts earned by or due to SOLV pursuant to the Agreement, up to and including the date of termination, (ii) all User rights granted to the Customer pursuant to the Agreement, including the rights to use the Licensed Software as per Article 5(License), shall automatically terminate; (iii) the Customer shall have thirty (30) calendar days from the termination date ("Data Export Period") upon request to export Customer Data using the available export tools in the Licensed Software; (iv) SOLV shall maintain Customer Data during the Data Export Period solely for the purpose of allowing the Customer to retrieve such data; and (v) after expiration of the Data Export Period, SOLV shall delete all Customer Data in accordance with its applicable data retention policies and applicable law. Termination of the Agreement on whatever ground shall be without prejudice to any right or remedy that has accrued prior to the actual termination.
Without prejudice to any other rights or remedies, SOLV may temporarily suspend Customer's access to the Licensed Software and/or Services upon written notice in the following events: (a) the Customer fails to pay any undisputed Fees within thirty (30) calendar days after the due date; (b) SOLV reasonably believes that Customer's use of the Services poses a security or other risk to the Services or other customers or Third Parties; (c) the Customer breaches any applicable (fair) use policies, acceptable use provisions or use terms; (d) suspension is required by law or court order. During any suspension period: (i) Customer remains liable for payment of all Fees; (ii) Customer retains the ability to export Customer Data; (iii) SOLV shall promptly restore access upon remedy of the condition causing suspension. Any suspension shall not relieve the Customer of its payment obligations under the Agreement, and SOLV shall not be liable for any damages resulting from suspension in accordance with this provision.
The provisions of the Agreement that are expressly or implicitly intended to survive termination shall survive any expiration or termination of the Agreement.
Fees and Payment
The Customer agrees to pay the Fees as set forth in the Quotation and/or the Agreement or agreed upon between Parties.
For recurring subscriptions, SOLV shall invoice monthly or annually in advance as specified in the Quotation and/or the Agreement. For Professional Services and one-time Fees, invoicing occurs upon delivery unless otherwise agreed. Invoices are sent electronically to the Customer's designated billing contact.
Invoices of SOLV are due and payable within fourteen (14) calendar days of the invoice date, unless agreed upon otherwise in the Quotation or otherwise in writing.
All amounts are payable in euro and exclusive of applicable taxes, levies or duties for which only the Customer is responsible for payment of such amounts.
All payments are non-cancellable, and all amounts paid to SOLV are non-refundable.
Amounts not paid by the Customer on the due date mentioned on the invoice shall bear late payment interests in accordance with the (Belgian) Law of 8 August 2002.
SOLV may adjust prices / Fees as follows: (a) Annual Indexation: Fees are adjusted annually according to the Agoria Digital Index using the following formula: P=P0*(0.2 + 0.8 S/S0) where Y=current year, Y0=year Y-1, P0=price in year Y0, S0=Agoria Digital index reference salary cost January Y0, S=Agoria Digital index reference salary cost January Y; (b) Third Party Cost Increases: If Third Party (e.g. AI provider) costs increase by more than 20%, SOLV may adjust affected Module Fees or prices: in case of monthly subscriptions upon thirty (30) days notice and for annual subscriptions at the next renewal, unless increase exceeds 25%, then immediate adjustment applies. Customer may terminate affected Modules without penalty for mid-term increases, in accordance with the Agreement. All price adjustments require thirty (30) days written notice to the Customer.
Payment shall be made by bank transfer to the account specified on the invoice. Alternative payment methods may be available upon request and may be subject to additional processing fees. All bank charges related to the payment shall be borne by the Customer.
The Customer shall notify SOLV in writing of any disputed charges within ten (10) business days of the invoice date, specifying the nature and basis of the dispute. Undisputed amounts must be paid in accordance with the payment terms. The Parties shall work in good faith to resolve any disputes promptly. Failure to dispute an invoice within the specified timeframe constitutes acceptance of the charges.
If the Customer fails to pay any undisputed invoice within thirty (30) calendar days of the due date, SOLV may, without prejudice to other remedies: (i) suspend the Customer's access to the Licensed Software and Services upon a five (5) business days' written notice (in accordance with Article 3.5); (ii) charge late payment interest as specified in Article 4.6; (iii) require advance payment for future Services; and (iv) engage collection agencies or legal counsel at the Customer's expense. The Customer shall reimburse SOLV for all reasonable costs of collection, including attorney fees, court costs, and collection agency fees, whether or not legal proceedings are commenced. No suspension of Services shall relieve the Customer of its payment obligations, and all accrued charges shall remain due during any suspension period. SOLV may terminate the Agreement immediately upon written notice if the Customer's payment is more than sixty (60) days overdue.
Where Licensed Software usage is priced based on consumption volumes, the Customer acknowledges that: (a) volume estimates in Quotations and/or the Agreement are for pricing purposes only; (b) actual charges are calculated based on measured consumption at the rates specified in the Quotation and/or the Agreement; (c) SOLV will provide monthly usage reports; and (d) significant and sustained volume variations exceeding 150% of estimated volumes may trigger pricing discussions for subsequent renewal periods.
License and Terms of Use
Subject to the terms and conditions of the Agreement and timely payment of the Fees by the Customer, SOLV grants the Customer as of the subscription start date and until the expiry of the Term, a non-exclusive, limited, non-transferable license (“License”) to: (a) allow the authorized number of Users specified in the Quotation and/or the Agreement to access and use (the specific Modules of) the Licensed Software identified in the Quotation and/or the Agreement ("Licensed Modules"); (b) use development and testing environments for the Licensed Modules for non-production purposes; (c) integrate the Licensed Modules with Customer's systems only via the documented APIs made available by SOLV for such Licensed Modules and (d) use the Output Data in accordance with the Agreement; all subject to the usage limitations specified in the Quotation and/or the Agreement (including but not limited to number of orders processed, API calls, data storage, and Users) and without the right to sublicense except to Affiliates under the same restrictions. Any access to or use of APIs other than the documented APIs, or any additional or extended API functionality, shall require the Customer’s prior agreement with SOLV and may be subject to additional Fees as set forth in the Quotation or Agreement.
Where the Customer is granted access to the Licensed Software in the context of a Pilot, any such License under the Pilot Agreement shall be limited, temporary (for the Pilot Term only), non-exclusive, non-transferable and revocable, and shall be strictly restricted to evaluation and testing purposes during the applicable Pilot Term. Unless expressly agreed otherwise in writing, the Pilot License does not permit production use, commercial exploitation or use in business-critical processes and is subject to any additional scope, usage or functional limitations set out in the applicable Pilot Agreement and/or Quotation. Upon expiry or termination of the Pilot Term, the Pilot License shall automatically terminate without further notice, unless replaced by a valid subscription License under a separate Agreement.
SOLV reserves the right to make, in its sole discretion, updates, enhancements and modifications to the Licensed Software from time to time. Non-material changes (such as UI improvements, performance optimizations, or new features) may be implemented without prior notice. Material changes, defined as: (i) removal of Licensed Module functionality; (ii) modifications breaking documented API compatibility; (iii) changes requiring significant User retraining; or (iv) modifications affecting compliance standards, shall be subject to Customer notification via email or notice. SOLV shall not implement material changes that significantly degrade the core functionality of Licensed Modules existing on the Effective Date without Customer's consent. Such changes shall be deemed to have been accepted by the Customer if no written objection is raised within fourteen (14) calendar days after such notice. SOLV cannot be held liable for limited or temporary unavailability of the Licensed Software as a result of these changes.
The Customer acknowledges that any suggestions or feedback, including propositions of changes, additions, additional features or other suggestions to or in relation to the Licensed Software (if and insofar as these do not conflict with any rights of Third Parties) (“Feedback”) are entirely voluntary and that SOLV is under no obligation to implement such Feedback. If, however, the Customer or any of its Users send or transmit such Feedback, excluding Customer Data, to SOLV, SOLV and its Affiliates are free to use such Feedback in any manner for any purpose. The Customer hereby grants SOLV a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of such Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof. The Customer acknowledges that similar ideas may be developed independently by SOLV or suggested by Third Parties, and that no compensation or attribution is due for any Feedback provided.
To access and use the Licensed Software, the Customer must set up an administrator account. When setting up the administrator account, the Customer must provide current, complete and accurate information. The Customer will identify the Users who will be able to set up logins to use the Licensed Software and/or Services for the purposes permitted under the Agreement. The Customer will maintain a list of logins using the administrator account. It is strictly forbidden that one login is used by more than one User. For system-to-system integrations, the Customer may request API keys which are separate from User logins and subject to technical usage limits specified in the Documentation (which may require additional Fees). Single Sign-On (SSO) integration may be available upon request and may require additional setup Fees. The Customer will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, each password and login. The Customer will immediately notify SOLV in writing if the Customer determines, or has reason to believe, that an unauthorized employee or unauthorized Third Party has gained access to a password or login. The Customer authorizes SOLV to rely upon any information and/or instructions set forth in any data transmission using the assigned password or login, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of the Licensed Software. Use of the assigned password or login, whether or not authorized by the Customer, will be solely the responsibility of and the risk of the Customer. The Customer will indemnify, defend, and hold harmless SOLV from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of Customer’s passwords and logins. SOLV maintains system access logs for twelve (12) months which the Customer may request for compliance or audit purposes with reasonable advance notice.
The rights of use under the License granted to the Customer are expressly limited to the type of License and the number of Users confirmed in the Quotation and/or the Agreement or in writing by SOLV to the Customer. The Quotation and/or the Agreement specifies the maximum number and type of Users. The Customer may manage Users within these limits via the administrative interface. The Customer may request additional Users at any time. Upon SOLV's confirmation, additional Fees apply pro-rata for the remainder of the current Term. Decreasing Users in case of monthly subscriptions requires 30 calendar days written notice before the next renewal and in case of annual subscriptions 60 calendar days written notice before the next renewal. Decreases take effect at the start of the next Term. Customer maintains accurate User records and shall not exceed licensed or agreed upon User limits. SOLV may audit User numbers quarterly and invoice for excess usage. User credentials are personal and non-transferable. Sharing credentials violates the Agreement and may result in suspension in accordance with Article 3.5.
The Licensed Software is, without prejudice to the other provisions of the Agreement and the Terms of Use included in these Terms and Conditions, subject to (fair) use limitations as specified in the Documentation or Quotation / Agreement ("Usage Limits"). Customer may exceed Usage Limits by up to twenty-five percent (25%) in any given month without additional charges. Usage exceeding 125% of the Usage Limits shall result in additional Fees calculated at one and one-half times (1.5x) the standard overage rates specified in the Quotation and/or the Agreement. SOLV may implement technical measures to prevent excessive usage, including rate limiting, temporary service restrictions, or access suspension after providing reasonable notice to Customer. Persistent excessive usage (exceeding 150% of Usage Limits for three consecutive months) may result in mandatory plan upgrade, Service termination at SOLV's discretion or termination of the Agreement in accordance with Article 3.2. It is possible that the Customer receives usage reports and alerts when approaching Usage Limits.
The Customer shall not, and shall ensure its Users shall not: (a) use the Licensed Software for any unlawful purpose or in violation of any applicable laws; (b) share login credentials or attempt to circumvent Usage Limits or Terms of Use; (c) use the Services to process data for competitors of SOLV nor use the Licensed Software or the Services in any way for the development of products, software or software with the same or similar functionalities, features, design, architecture or specifications as or in any other way competing with the Licensed Software or Services; (d) resell, rent, lease or commercially exploit the Services without written agreement; (e) remove or alter any proprietary notices or branding; (f) export or re-export the Services in violation of applicable export laws and regulations; (g) copy, modify, or create derivative works of the Licensed Software or Services; (h) reverse engineer, decompile, or attempt to discover source code; (i) interfere with or disrupt the Services or servers; (j) introduce malicious code, viruses, or harmful components; (k) conduct automated security scans without prior approval; (l) attempt to bypass or circumvent any security measures, access controls, or technical protective measures (the Customer may however conduct internal performance testing for operational purposes, but publishing or sharing benchmark results externally requires SOLV's prior written consent); or (m) any other use that could damage, disable, overburden, or impair the Services or harm SOLV, its customers, or the Service integrity. Violations may result in immediate suspension or termination of access in accordance with Article 3 and Article 5.11.
The Customer and the Users shall create a strong and secure password and shall at all times keep their username and password secret and treat them as confidential, without prejudice to the technical security measures implemented by SOLV with respect to the Licensed Software and the Services. The User is responsible for his/her User data and account. SOLV is under no obligation to create backups of any User data and may delete such data at any time.
If a User believes that the Agreement or the Terms of Use are being infringed, the User shall immediately notify SOLV thereof in writing.
SOLV has the right to terminate, block or suspend a User’s account in the event of a breach by the User of one or more provisions of the Terms of Use and/or the Agreement, and if the User fails to remedy such breach within seven (7) calendar days following a notice to that effect (if the breach cannot be remedied, no remediation period shall apply; the same applies to breaches or exceptional circumstances that definitively render any further cooperation with the User impossible). SOLV shall not be liable in any way for any damage suffered by the User or any Third Party as a result of such termination or suspension.
Services
Upon request of the Customer and as set forth in the Agreement and/or Quotation, SOLV may provide additional Services beyond the provision of the License and use of the Licensed Software. Such (Professional) Services may include, but are not limited to, Pilot engagements, support and maintenance, software development, configuration and implementation, training and consultancy or any other Services, as further detailed in this Article or in the Quotation and/or Agreement. These Services are subject to separate Fees / pricing, scope and specifications as agreed between the Parties in a Quotation, separate Agreement or otherwise in writing.
Any such Services are always provided on a reasonable efforts basis (middelenverbintenis), unless explicitly agreed otherwise in writing. SOLV does not guarantee the achievement of specific outcomes or results unless explicitly confirmed in writing by an authorised representative of SOLV. The scope, duration, deliverables or requirements, specifications and applicable Fees for any such Services shall be defined in the Agreement, Quotation or written confirmation, which shall form an integral part of the Agreement. Unless otherwise agreed, Services are provided on a time and materials basis at SOLV’s applicable Fees. SOLV shall not be obliged to commence or continue any Services unless and until the scope and commercial terms have been duly confirmed in writing. The absence of such confirmation releases SOLV from any obligation or liability relating to delays or non-performance. SOLV retains the right to subcontract or delegate the performance of any Services to qualified Third Parties, without prejudice to its responsibility for proper execution in accordance with the Agreement.
Software development, configuration and/or implementation. SOLV may provide implementation Services, including Services to configure, set up and deploy the Licensed Software for the Customer’s initial use, system integration, data migration support, workflow configuration and initial User training, as specified in the Quotation and/or Agreement and assist the Customer with custom development of specific features or integrations related to the Licensed Software or Services. Such Services shall be explicitly requested by the Customer, set forth in a Quotation or SOW and accepted in writing by SOLV. Any delivery timeline, milestones, deliverables, acceptance criteria, and specifications shall be documented in a written SOW, project plan, Quotation or equivalent document forming part of the Agreement. Changes to agreed specifications after project commencement require written change request approval, without prejudice to Article 5.3above on Feedback. Change requests may impact timeline and Fees, which will be communicated and approved before implementation. Deliverables are subject to acceptance criteria defined in the SOW. If no specific criteria are defined, deliverables are deemed accepted five (5) business days after delivery unless the Customer provides written notice of specific deficiencies based on the agreed specifications. SOLV is not liable for any delays, errors, or failures caused by inadequate cooperation, lack of timely feedback, incomplete or incorrect information provided by the Customer, or changes to agreed specifications after project commencement. Unless explicitly agreed otherwise, any such custom developments, implementation or configurations shall remain the intellectual property of SOLV and may be reused or commercialised at SOLV’s discretion. The Customer shall only be granted a non-exclusive, non-transferable right to use such developments in connection with the Licensed Software or Services. The Customer acknowledges that the successful performance of such Services depends on its timely input, cooperation and provision of access to necessary systems, environments, or resources of Customer.
Support and maintenance. Support and maintenance may include, at SOLV’s discretion and within the agreed scope: technical assistance, diagnosis and resolution of incidents, provision of software updates and patches, and remote system monitoring or diagnostics. Standard support hours are Monday-Friday, 8:30-17:30 CET, excluding Belgian public holidays. Support shall be provided through the designated support channel (email: support@solv.world). Service levels and response times are indicative only, unless formalised in a Service Level Agreement (SLA) accepted by both Parties in writing. Support and maintenance shall not cover issues arising from: (i) incorrect or unauthorised use of the Licensed Software or Services; (ii) Third Party software or hardware not delivered or certified by SOLV; (iii) system failures beyond SOLV’s reasonable control (e.g. hosting disruptions, cyberattacks); or (iv) modifications made by or on behalf of the Customer without SOLV’s prior written consent. Any on-site intervention, emergency response, or additional work beyond standard support may be charged separately and subject to availability. SOLV shall use commercially reasonable efforts to remedy bugs reported by the Customer, to provide the Services without any material Downtime, and, to the extent such Downtime occurs, to resolve such Downtime as soon as commercially practicable.
Training and consultancy. SOLV may provide training sessions, either remotely or on-site, aimed at assisting the Customer’s Users or personnel in the use and optimisation of the Licensed Software or Services. On-site training incurs additional travel and accommodation expenses as specified in the Quotation and/or the Agreement. Training materials or documentation always remain the exclusive property of SOLV (any Intellectual Property Rights in or to such materials or documents remain with SOLV at all times). Customer receives a non-exclusive, non-transferable license to use training materials solely for internal training of its personnel. Consultancy Services may include technical or organisational advice in relation to the implementation, configuration or use of the Licensed Software or Services. Such Services are advisory in nature and do not constitute any legal, tax or financial advice or technical certification or guarantees. All training and consultancy Services shall be scheduled based on mutual availability. Unless otherwise agreed, cancellations by the Customer less than five (5) working days in advance shall be fully chargeable. The Customer is and remains solely responsible for implementing any advice or recommendations provided by SOLV in the context of these Services.
The Customer accepts that any intervention by SOLV within the scope of the Agreement (whether or not with a view to providing support or other Services) may result in the Licensed Software, the Customer Data, Output Data and/or the other data or User data being unusable or unavailable during the duration of these intervention(s), without SOLV being liable in any way for this. However, SOLV will endeavour to minimise any inconvenience to the Customer and/or its Users and, if necessary, coordinate with the Customer in advance.
Intellectual Property Rights
All Intellectual Property Rights in and to the Licensed Software and Services, including any and all updates, enhancements, derivatives, creations, works, modifications, developments, configurations, implementations or improvements thereof created by or on behalf of SOLV, as well as the source code of the Licensed Software, are and shall remain the exclusive property of SOLV, its Affiliates or its licensors. No license or other rights are granted to the Customer except as to the use of the Licensed Software (License) as expressly stated herein. Output generated by Third Party AI services remains subject to Customer's ownership or controllership of the underlying data, subject to the Third Party or AI provider's applicable terms of service.
The Customer agrees that it will not claim any rights to or do anything that may adversely affect the Intellectual Property Rights of SOLV, its Affiliates or its licensors.
Parties undertake to promptly notify each other of any act of unfair competition, illegal trade practices, infringements or piracy, or infringement of any Intellectual Property Rights that a Party may discover. Parties shall not take any actions with regard to any of the foregoing without having obtained the other Party’s prior written consent.
The Customer acknowledges that SOLV will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the Term or in the context of the Agreement, in the furtherance of its own business and to perfect all other Intellectual Property Rights related thereto.
SOLV’s name(s), logo(s), sign(s) and product or Service names associated with the Licensed Software and/or Services are trademarks of SOLV or Third Parties, and they may not be used without SOLV’s prior written consent. Notwithstanding the foregoing, SOLV may identify the Customer as a user of the Services and use Customer's name and logo in customer lists and marketing materials unless the Customer objects in writing.
The Customer shall defend and indemnify SOLV against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on (i) an infringement of any Intellectual Property Rights of such Third Party by Customer Data or other Customer systems, materials or software, (ii) any breach or violation by the Customer or its personnel of any provisions of the Agreement, and/or (iii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel. Such indemnity obligation shall be conditional upon the following: (i) the Customer is given prompt written notice of any such claim; (ii) the Customer is granted sole control of the defence and settlement of such a claim; (iii) upon the Customer’s request, SOLV fully cooperates with the Customer in the defence and settlement of such a claim, at the Customer’s expense, and (iv) SOLV makes no admission as to the Customer’s liability in respect of such a claim, nor does SOLV agree to any settlement in respect of such a claim without the Customer’s prior written consent. Provided these conditions are met, the Customer shall indemnify SOLV for all direct damages and reasonable costs incurred by SOLV as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by the Customer pursuant to a settlement agreement.
SOLV shall defend and indemnify the Customer against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of any Intellectual Property Right of such Third Party by the Licensed Software, excluding any claims resulting from (i) any unauthorized use of the Licensed Software, (ii) modification to the Licensed Software made by the Customer, its employees or any Third Party, (ii) failure of the Customer to use updated or modified Licensed Software provided by SOLV to avoid a claim of infringement or misappropriation, (iii) combination of the Licensed Software with other systems, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Licensed Software. Such indemnity obligation shall be conditional upon the following: (i) SOLV is given prompt written notice of any such claim; (ii) SOLV is granted sole control of the defence and settlement of such a claim; (iii) upon SOLV’s request, the Customer fully cooperates with SOLV in the defence and settlement of such a claim, at SOLV’ expense, and (iv) the Customer makes no admission as to SOLV’ liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without SOLV’s prior written consent. Provided these conditions are met, SOLV shall indemnify the Customer for all direct damages and reasonable costs incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by SOLV pursuant to a settlement agreement. In the event the Licensed Software or any part thereof, in SOLV’s reasonable opinion, is likely to become the subject of a Third Party infringement claim, SOLV shall have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Licensed Software so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Licensed Software in accordance with the Agreement; or (iii) terminate the Agreement and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term. The foregoing states the entire liability and obligation of SOLV and shall be the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights of a Third Party caused by the Licensed Software or any part thereof.
The Licensed Software may contain open-source software components which are listed in the Documentation or available upon request. Such components are licensed under their respective open-source licenses. Use of open-source components does not affect the Customer's ownership or controllership of Customer Data or require the Customer to open source its proprietary systems or data.
To the extent the Services utilize Third Party AI or other providers, the Customer acknowledges that such providers' terms of service may apply to the processing of data through their systems. SOLV shall use commercially reasonable efforts to ensure such terms do not adversely affect the Customer's rights in Customer Data.
Warranties and liability
Both Parties represent and warrant to each other that they (and their representatives) have the authority to enter into the binding Agreement. The designated person, officer, representative, director, employee or any other person who represents or acts on behalf of the Customer, is deemed to have the necessary mandate to legally bind the Customer under the Agreement.
The Customer warrants that the provided Customer Data shall not infringe any Intellectual Property Rights of Third Parties, misappropriate any trade secret, be deceptive, defamatory, obscene, pornographic or unlawful, contain any viruses, cancelbot, worm, logic bomb, Trojan horse or any other harmful component of software or data, whether or not intended to damage the Licensed Software or Services; or otherwise violate the rights of a Third Party. Any use of the Licensed Software or Services in violation of these representations and warranties by the Customer or any User constitutes unauthorized and improper use of the Licensed Software or Services.
The Licensed Software and the Services will be provided by SOLV under the Agreement on an ‘as-is’ and ‘as available’ basis. Except as expressly provided in the Agreement and to the extent permitted under applicable law, SOLV expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness of the Licensed Software and the Services for a particular purpose. SOLV does not warrant that the Licensed Software or Services are error-free or that the use of the Licensed Software or Services shall be uninterrupted, that SOLV will detect any or every defect in Customer’s systems or that any or all problems with respect to the Licensed Software or Services can be solved, and hereby disclaims any and all liability thereof.
In no event will SOLV, its licensors or its suppliers have any liability to the Customer for any consequential or incidental damages or losses, including but not limited to lost profits, loss of business, loss of use or of data, any unauthorized access to, alteration, theft or destruction of the Customer’s or its trading partners’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not SOLV has been advised of the possibility of such damage.
SOLV shall not be liable for any loss, damage or claims arising from the unlawful use of the Licensed Software or the Services, errors in the texts or content of or on the Licensed Software or the Services, for example as a result of automatic translations, technical issues or other defects, deficiencies or errors of, in, on or in connection with the Licensed Software or the Services.
The Parties agree, as an exception upon article 6.3, §1 Civil Code, that they cannot bring extra-contractual (tort) claims against each other with respect to errors or damages that also constitute a breach of the Agreement. The foregoing exclusion of extra-contractual (tort) claims shall not apply to the extent that it is compulsorily excluded by law. The Parties agree, as an exception upon article 6.3, §2 of the Civil Code, that they cannot bring extra-contractual (tort) claims regarding errors or damage that also constitute a breach of the Agreement against the following of each other's auxiliary persons: (i) directors, management, executives or project managers regardless of whether they work on a self-employed basis or under an employment contract and (ii) employees. The foregoing exclusion of extra-contractual claims shall not apply to the extent that it is compulsorily excluded by law.
To the maximum extent permitted under applicable law, the maximum and aggregated liability of the Parties arising out of the Agreement shall not in any event exceed the Fees paid by the Customer to SOLV for the use of the Licensed Software and/or the provision of the Services during, if applicable, the Pilot Term, the preceding twelve (12) month period of the Term (or, if twelve (12) months have not yet elapsed, twelve (12) times the average monthly Fees paid by the Customer to SOLV under the Agreement from the Effective Date until the date of the earliest event giving rise to the liability) with a maximum of 50.000,- EUR, except (i) in respect of the indemnification obligations set forth in Article 7 above, (ii) in case of fraud or wilful misconduct or (iii) in case of a breach of either Party’s confidentiality and data protection obligations under Articles 10 and 11 (however in the latter case SOLV’s aggregate maximum liability under the Agreement will be limited to the amount of insurance coverage offered by any of SOLV’s relevant insurance policies).
The Customer shall be obliged to notify SOLV in writing of any damage as soon as possible after becoming aware thereof, in accordance with Article 12.1. Any claim for damages against SOLV shall in any event lapse twelve (12) months after the first occurrence or discovery of the damage.
The Customer acknowledges that the Licensed Software may utilize Third Party artificial intelligence and machine learning services ("AI Services") to provide certain functionality. SOLV makes no warranties regarding the availability, accuracy, or performance of such AI Services. Any interruption, modification, or discontinuation of AI Services by Third Party providers may affect the Licensed Software's functionality or Services. SOLV shall use commercially reasonable efforts to provide alternative solutions or workarounds if AI Services become unavailable, but shall not be liable for any resulting service interruptions or functionality changes. Changes in the AI Service provider’s pricing or terms may result in corresponding adjustments to the Services or Fees.
The Customer acknowledges that AI and machine learning technologies or AI Services involve inherent uncertainties and may not achieve perfect accuracy in all circumstances. SOLV makes no warranties regarding specific accuracy rates, learning speeds, or performance improvements over time. AI performance or performance of AI Services depend significantly on data quality, volume, and consistency. Poor or inconsistent input data may result in suboptimal performance. The Customer acknowledges that AI systems undergo learning phases during which performance may improve over time, and initial accuracy may be lower than steady-state performance. The Customer also acknowledges that the AI Services used (e.g. agentic LLMs / retrieval AI) only serve as advanced perpetual tools for feature extraction, polarity/sentiment analysis, calibrated ratings and signal summarisation. Such AI Services generate structured data points but do not perform any ranking, scoring or decision logic. More information on this can be found in the applicable Documentation.
The Customer acknowledges that Service performance depends on the quality and accuracy of integrated systems and master data including customer databases, Customer Data or other customer or Third Party information or data. SOLV makes no warranties regarding Service performance when dependent on incomplete, inaccurate, or outdated Third Party data or systems.
The Customer is solely responsible for obtaining and maintaining all equipment and support services necessary to access the Licensed Software, including hardware, software, operating systems, networks, and internet connectivity. SOLV makes no warranties regarding Service performance when dependent on Customer's equipment or infrastructure.
If a Force Majeure Event prevents or materially delays a Party's performance, the affected Party shall: (a) promptly notify the other Party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects and resume performance; and (c) provide regular updates on remediation efforts. During a Force Majeure Event: (a) the affected Party's obligations are suspended to the extent prevented by the event; (b) neither Party shall be liable for delays or failures in performance caused by the Force Majeure Event; (c) payment obligations for services actually received remain in effect; and (d) service level commitments and availability guarantees are suspended. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement upon thirty (30) days' written notice. Upon such termination, the Customer shall pay for all Services received through the termination date, and neither Party shall have further obligations except those that expressly survive termination of the Agreement.
Customer Data
The Customer remains at any time the sole owner or controller of (or where applicable, must ensure it has a valid license to) the Customer Data. The Customer grants SOLV, for the Term, a non-exclusive, worldwide, royalty-free right and license to use, copy, store, process, modify, transmit and display the Customer Data and generate Output Data to the extent necessary to provide the Services under the Agreement. SOLV may use anonymized or aggregated data derived from Customer Data to improve its Services, provided no individual Customer or data subject can be identified, without prejudice to its obligations under the Data Processing Agreement and the applicable (data protection) legislation.
Unless explicitly agreed otherwise or in the absence of any specific instructions from the Customer, SOLV shall, in principle, have no obligation to archive or retain any documents, communications, information, or data of the Customer, including Customer Data, nor Output Data, unless required by law or under the Agreement. The foregoing is without prejudice to SOLV’s obligations under applicable legislation and the Data Processing Agreement. In the event that there is nevertheless a legal or statutory archiving or retention obligation, the Customer guarantees that any instructions regarding the archiving and retaining of such input and/or output data will always comply with the applicable legislation, including applicable data protection legislation.
Unless otherwise agreed in writing, SOLV is not obliged, upon termination of the Agreement, to carry out any data transfer, relocation, migration, or data conversion, including with regard to Customer Data, without prejudice to SOLV’s obligations under applicable data protection or other legislation and/or the Data Processing Agreement. If the Customer explicitly requests such Services, all associated Fees and costs as well as SOLV’s Services and support in this regard shall be fully borne by the Customer and reimbursed as agreed upon (unless this would be breaching any mandatory applicable legislation).
Upon termination of the Agreement, the Customer’s User accounts shall be deactivated by SOLV without delay. The Customer will be informed of this via email or a notice through the Services.
If the Agreement is terminated by the Customer, the Customer can, upon request, export its Customer Data via the available export tools of the Licensed Software or Services and prior to such termination or cancellation. Data export is provided in standard formats (CSV, JSON) upon request via the application interface. Custom formats or bulk exports may incur additional Fees.
If the Agreement is terminated by SOLV or terminated through means other than the Customer’s own actions, the Customer can upon request export the Customer Data via the available export tools of the Licensed Software or Services within the period of time communicated by SOLV in the termination notice.
SOLV maintains commercially reasonable backups and disaster recovery procedures but is not liable for any data loss or corruption except in cases of gross negligence or wilful misconduct. The Customer is responsible for maintaining its own backups of critical data.
The Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which the Customer acquired or processes such data. The Customer warrants that it has all necessary rights, legal grounds (if any) and consents to provide Customer Data or personal data to SOLV for processing under the Agreement.
The Customer acknowledges that the effectiveness of AI Services depends significantly on the quality, completeness, and accuracy of Customer Data and integrated Third Party data sources. SOLV makes no warranties regarding Service performance when dependent on incomplete, inaccurate, or outdated data. The Customer is responsible for maintaining current and accurate master data or customer information.
In the event of a breach by the Customer of the aforementioned provisions, SOLV reserves the right to retain the Customer Data and Output Data. SOLV also has the right to delete the Customer Data and Output Data after a period of time and to fully charge the associated costs to the Customer after termination of the Agreement (unless this would breach mandatory applicable legislation).
This Article shall apply without prejudice to applicable data protection legislation, other applicable laws and the provisions of the Data Processing Agreement, and without prejudice to any other provisions of the Agreement.
Confidentiality
Neither Party will use the other Party’s Confidential Information except as reasonably required for the performance of the Agreement. Each Party will hold in confidence the other Party’s Confidential Information by means that are no less restrictive than those used for its own Confidential Information. Each Party agrees not to disclose the other Party’s Confidential Information to anyone other than its representatives, employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such Party’s obligations hereunder.
Each individual or entity receiving Confidential Information pursuant to this Article must have entered into a written confidentiality agreement the sole objectives of which are to further the intent of this Article 10. The Customer will not disclose, orally or in writing, any benchmark tests of the Licensed Software to any Third Party.
Each Party agrees to notify the other Party of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other Party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.
The confidentiality obligations set forth in this Article will survive for at least five (5) years after the termination or expiration of the Agreement.
Upon termination or expiration of the Agreement, except as otherwise agreed in writing or otherwise stated in the Agreement, each Party will, upon the request of the disclosing Party, either: (i) return all of such Confidential Information of the disclosing Party and all copies thereof in the receiving Party’s possession or control to the disclosing Party; or (ii) destroy all Confidential Information and all copies thereof in the receiving Party’s possession or control. The receiving Party will then, at the request of the disclosing Party, certify in writing that no copies have been retained by the receiving Party, its employees or agents.
Data Protection and Security
Any processing of personal data under the Agreement shall be performed in accordance with the applicable data protection legislation, including the General Data Protection Regulation (“GDPR”).
For the processing of personal data provided or disclosed by the Customer to SOLV or otherwise acquired or processed by SOLV on behalf of the Customer, Parties shall enter into the Data Processing Agreement. Parties acknowledge that SOLV is considered as the processor of personal data and the Customer is considered as the controller in accordance with the applicable data protection legislation. SOLV shall only process such data on behalf of the Customer.
The Customer guarantees that its infrastructure, software and systems are appropriately secured, including but not limited to protection by security measures against viruses, cyber incidents and unauthorized use by Users or Third Parties, and that they comply with the applicable security requirements and legal obligations.
Both Parties shall implement and maintain appropriate technical and organizational security measures to protect data, including Customer Data and Output Data, from unauthorized access, disclosure, alteration, or destruction, without prejudice to the applicable data protection or other legislation and the Data Processing Agreement.
The Licensed Software operates using Third Party infrastructure or services, including cloud providers, AI services, and integrated systems. The Customer acknowledges that service availability and performance may be affected by Third Party provider issues beyond SOLV's reasonable control. SOLV shall use commercially reasonable efforts to select reliable providers and implement appropriate backup measures.
Miscellaneous
Notices. All notices – other than merely informative or operational correspondence between Parties – to be made under the Agreement shall be communicated in writing in the Dutch or English language by registered mail or internationally recognized overnight courier service to the addresses first set out above or to such other addresses as the Parties may have designated to each other by notice given in accordance with this Article (“Notice(s)”). Notices may also be delivered by email to info@solv.world (or other designated contact addresses), provided that (i) receipt is acknowledged by the receiving Party, and (ii) such email notice is followed by registered mail or courier within three (3) business days. No other notice methods are allowed or valid. Any Notice shall be effective upon receipt and shall be deemed to have been received: at the time of delivery, if delivered by a courier company or on the third Belgian business day following the date of sending if sent by registered mail, provided that both the sender and the addressee reside in Belgium. When at least one of the Parties has its registered office outside of Belgium, a notice sent by registered mail shall only be deemed effective and received the fifth business day following the day of sending.
No Assignment. The Agreement shall be binding upon and inure to the benefit of the Parties to the Agreement and cannot be assigned in full or in part without the prior written consent of the other Party to the Agreement albeit however that SOLV may assign all of its rights and obligations under the Agreement to a party acquiring its business as a whole or an Affiliate. A User may also not assign or delegate his/her account or one or more of his/her rights or obligations under the Agreement and/or the Terms of Use, in whole or in part, to any Third Party without the prior written consent of SOLV.
Severability. If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, in whole or in part neither the legality, validity or enforceability of the remaining provisions of the Agreement nor the legality, validity or enforceability of such provisions under the laws of any other jurisdiction will in any way be affected or impaired. The Parties shall make all reasonable efforts and take all necessary actions to replace any illegal, invalid or unenforceable provision of the Agreement with a valid, legal and enforceable provision having the same economic effect for the Parties and reflecting to the fullest extent admitted by law the provision so replaced.
Waivers and remedies. No Party shall be deemed to have waived any rights or remedies arising out of the Agreement or out of any default or breach hereunder unless such Party executes the waiver in writing. If a Party waives a right or remedy arising out of the Agreement or out of any default or breach hereunder, such waiver shall not be construed to constitute a waiver of any other rights or remedies.
Entire agreement – amendments. The Agreement and these Terms and Conditions supersede and replace any and all prior agreements, negotiations, arrangements and understandings, whether or not in writing, between the Parties with respect to the subject matter of the Agreement. No alteration to the Agreement is valid unless it is in writing and signed by or on behalf of each Party. Each individual signing or accepting the Agreement hereby warrants and represents that he or she has the full authority to execute it on behalf of the Party on whose behalf he or she so signs and that all actions taken by him or her are within the scope of such authority. Each Party hereto hereby represents and warrants that all necessary corporate and legal actions to approve the making and execution of the Agreement have been taken and no further action is required therefor and that the making and execution of the Agreement does not violate any provision of law or of its articles of incorporation or bylaws or other charter documents.
Counterparts. The Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one and the same Agreement, which shall be binding on the Parties hereto. Electronic signatures complying with applicable law shall have the same legal effect as handwritten signatures.
Customer References and Publicity. The Customer grants SOLV the non-exclusive right to use the Customer's name, logo, and/or trademark in SOLV's customer lists, marketing materials, website, and promotional activities, provided such use accurately represents the Customer as a user of the Services. The Customer may provide testimonials or case studies for SOLV's use in marketing materials. Any such testimonials shall be subject to the Customer's prior written approval. The Customer may opt out of public identification by providing written notice to SOLV, but such opt-out shall not affect SOLV's right to identify Customer in confidential discussions with prospective customers or investors. This provision shall survive termination for two (2) years, after which SOLV shall remove the Customer references from actively maintained marketing materials, but shall not be required to recall or modify previously distributed materials.
Non-Solicitation. During the Term and for two (2) years following termination, The Customer shall not, directly or indirectly, solicit, induce, recruit, or encourage any employee, consultant, or contractor of SOLV who worked on the Customer's project to leave their engagement with SOLV. In the event of a breach of this provision, the Customer shall pay SOLV liquidated damages of 100.000,- EUR per person solicited, without prejudice to SOLV's right to seek additional damages and injunctive relief.
Governing law and jurisdiction. The Agreement is governed by and shall be construed and interpreted in accordance with the Laws of Belgium, and no effect shall be given to any other choice of law or any conflict of laws rules or provisions (Belgian, foreign or international) that could cause the laws of any jurisdiction other than Belgium to be applicable. The application of UN Convention on the Sale of Goods is excluded. All disputes arising out of or in connection with the Agreement and which the Parties are unable to settle amicably shall be subject to the exclusive jurisdiction of the courts of (section(s)) Antwerp, Belgium.