- 1. PARTIES TO THE AGREEMENT
- 2. PURPOSE
- 3. DURATION
- 4. TERMINATION
- 5. FINANCIAL CONDITIONS
- 6. OBLIGATIONS OF THE PARTIES
- 7. EXPENSE SOLUTION AND RELATED SERVICES
- 8. ACCESS TO THE EXPENSE SOLUTION
- 9. INTELLECTUAL PROPERTY RIGHTS
- 10. CONFIDENTIALITY
- 11. PERSONAL DATA
- 12. LIABILITY
- 13. NOTICES
- 14. APPLICABLE LAW AND JURISDICTION
- 15. MISCELANEOUS
1. PARTIES TO THE AGREEMENT
RYDOO: Rydoo NV, company registered under number BE0835424277 with registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium
THE CLIENT: a legal entity indicated on the Order Form that subscribes to Rydoo’s services under these Terms and Conditions.
The Client represents and acknowledges to have read, understood, and agreed to be bound by these Terms and Conditions.
The person entering into the Contract on behalf of the Client guarantees to have the authority to bind such entity to the Contract.
Individually Rydoo and the Client may be referred to as “a Party,” together “the Parties”.
The purpose of the Contract is to define the terms and conditions applicable to the provision and/or use of the Expense Solution and any additional services purchased by the Client and made available by Rydoo.
This Contract comes into force upon the date of the Client’s acceptance (signature) of the corresponding Order Form which incorporates these Terms and Conditions by reference (the “Effective Date”).
The Contract shall last for the period indicated in the Order Form (consisting of a corresponding amount of Subscription Periods) (the “Initial Term”). If the Order Form does not explicitly indicate the Initial Term, the Parties agree that such term shall be understood as one (1) year (consisting of one Subscription Period).
At the end of the Initial Term, the Contract shall be tacitly renewed for successive annual periods, corresponding to 12 month’s Subscription Periods under the same conditions (“Renewal Term”). For the avoidance of doubt, in case the Client’s Subscription Period exceeds the term of the Contract, the Contract shall last until the end date of the last Subscription Period.
4.1 General conditions for termination
Unless otherwise agreed by the Parties, the Contract can be terminated by either Party at least one (1) month prior to the end of the Initial Term, or afterwards, one (1) month prior to the end of the corresponding Renewal Term unless otherwise agreed by the Parties and indicated on the Order Form.
4.1.1 Termination or Replacement of Add-Ons
The Parties agree that the termination of any Add-Ons and other products or services purchased by the Client can be done separately and independently from other Add-Ons or the License and will follow the process detailed below:
Add-On termination by the Client: at least one (1) month notice prior to the end of the then-current Subscription Period.
Add-On replacement by the Client: If during the Subscription Period, the Client wishes to replace its purchased Add-On(s) with other(s), the Client shall notify Rydoo one (1) month prior to the desired replacement date. Add-On replacementwill be subject to Rydoo’s acceptance. If the replacing Add-On is more expensive than what the Client has paid for the initial Add-On, the Client shall cover the difference, including any additional implementation fees which may be required.
Add-On termination by Rydoo: immediately upon notification to the Client. If for whatever reason, during the term of the Contract, Rydoo terminates the Client’s access to the purchased Add-On, Rydoo will, at its own discretion:
(i) offer the Client with another Rydoo product of similar functionalities for the remaining part of the then-current Subscription Period at no additional costs (for the avoidance of doubt, use of the replacement Add-On in the subsequent Subscription Periods will be subject to its applicable fee unless terminated by the Client); or
(ii) reimburse the Client pro-rata for the pre-paid fees related to the purchased Add-Ons and remaining to the end of the pre-paid period.
In any case, the termination or replacement notice shall be provided in accordance with Section 13 (Notices).
4.2 Termination for cause:
The Contract or any Add-Ons may be terminated or suspended by Rydoo immediately upon notification:
if the Client fails to pay any invoice after the due date. The mere occurrence of the due date shall constitute formal notice.
If the Client fails to pay any invoice after its due date, Rydoo may issue a payment reminder with an additional reasonable time to proceed with the payment. If no payment is received within the additional term provided, the Contract will be immediately terminated or suspended at the discretion of Rydoo;
in the event of apparent insolvency; or
if the Client violates the material terms of the Contract and does not remedy it within 30 days or within other agreed time following the notification of the breach by Rydoo.
The Contract may be terminated by the Client immediately upon notification in case of:
Rydoo’s apparent insolvency, or
if Rydoo violates the material terms of the Contract and does not remedy it within 30 days or within other agreed time following the notification of the breach by the Client. In such case, Rydoo will reimburse the Client pro-rata for the License fees corresponding to the remaining time of the Subscription Period. Such reimbursement shall consume Client’s right to pursue other compensations regarding the termination of the Contract for cause.
In any case, the termination notice shall be provided in accordance with Section 13 (Notices).
4.3 Effects of Termination
4.3.1 Access to the products and services:
Upon termination of this Contract:
in accordance with the procedure described in clause 4.1 above, Rydoo will terminate the Client’s access to the Expense Solution (or to the respective Add-On and/or other services) on the last day of the last Subscription Period, or the notification date as established in 4.1.1 (c).
in accordance with the procedure described in clause 4.2 above, Rydoo shall revoke any access to the Expense Solution (or respective Add-On and/or other services) immediately upon notification and the Client shall immediately cease any access and use of the Expense Solution and related services.
4.3.2 Return of Client Data
According to Rydoo’s standard policies and in a format defined by Rydoo (e.g. zip file), Rydoo agrees to provide the Client with a copy of:
Client Data available in the Expense Solution at the date of termination within one (1) month following the Contract termination date, and
Client Data available at the date of the Client’s request within one (1) month following such request.
4.3.3 Retention and deletion of Client Data
Unless instructed otherwise by the Client, after the Contract termination, Rydoo will store some of the Client’s Data in accordance with the schedule available on Rydoo’s website.
Subject to any legal retention obligations and the type of the data, Rydoo will delete the Client Data within a period of one (1) month following:
(i) Client’s request, or
(ii) the end of the relevant retention period as presented on Rydoo’s website, including in the event that the Client has not requested any copy of its data.
The Client acknowledges and agrees that deletion of Client Data from all backups done during the term of the Contract might take up to 6 months following the deletion.
4.3.4 Outstanding Obligations
Termination of this Contract does not affect the performance of any outstanding Client’s payment obligations towards Rydoo.
Unless the Contract has been terminated for cause due to reasons attributable to Rydoo, the Client acknowledges and agrees that failure in timely termination of the Contract does not relieve the Client from the payment for the new Subscription Period.
5. FINANCIAL CONDITIONS
5.1 Types of fees
The Client acknowledges and agrees that:
- Subscription fees are considered recurring fees;
- fees related to Implementation Services are considered one-off fees.
The recurring Subscription fees for the Client’s access to the Expense Solution will be calculated in accordance with the Subscription Policy.
5.2 Payment conditions.
Unless otherwise specified by Rydoo, all fees shall be paid fully upfront via bank transfer, within the payment terms defined in the Contract and the instructions indicated on the corresponding invoice.
Without prejudice to the preceding and without any prejudice to the payment obligation of the Client(s), each protest must be communicated within a period of 15 (fifteen) calendar days as of the invoice date via motivated email to [email protected]. After this period, the Client shall be deemed to have definitively accepted the invoiced amount.
For the avoidance of doubt, the protest does not relieve the Client from its obligation to pay any uncontested due amounts.
Unless otherwise expressly agreed between the Parties, the Client expressly waives any right to repayment of amounts pre-paid in advance.
5.3 Late payment
In the event of non-payment by the due date, any amount due to Rydoo, and not contested by the Client, shall bear interest at the legal interest rate published by Federal Public Service Finance for commercial transactions, from the first Business Day of delay following the date indicated in the payment reminder sent to the Client. Rydoo may likewise request the payment of a lump sum of forty (40) euros for recovery costs, without prejudice to its right to seek greater compensation if costs actually incurred in this regard exceed the lump sum amount.
5.4 Price revision
At any time during the term of the Contract, the fees may be revised and adjusted by Rydoo.
Rydoo will notify the adjusted prices to the Client at least 60 days before the renewal of the Client’s Subscription Period giving the Client the right to oppose to the change and terminate the Contract, without compensation, within said 60-days period. If the Client does not oppose to the new prices by terminating the Contract:
a) new prices will be applicable at the date of the renewal of Client’s Subscription Period; ot
b) if the communication regarding the price adjustment has been issued to the Client less than 60 calendar days before the start of Client’s new Subscription Period, the price change will be applicable as of the subsequent renewal.
Price adjustment will be donein accordance with the EU Harmonised Index for Consumer Prices presented by EUROSTAT for the year prior to the price adjustment.
For the avoidance of doubt, any True Up Invoice issued by Rydoo in consideration of the Client’s actual usage of the application is not to be considered a price revision. Any price revision will not apply to True-Up Invoices issued before Client’s renewal date (which is when all price revisions will be applicable).
Unless otherwise stated, Rydoo’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with Client’s purchases hereunder. If Rydoo has the legal obligation to pay or collect Taxes for which the Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the Client, unless the Client provides Rydoo with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Rydoo is solely responsible for taxes assessable against Rydoo based on Rydoo’s income, property, and employees.
5.6 Correction of invoices
Rydoo has the right to correct pricing errors related to unintentional omission or miscalculation or mistakes (such as clerical errors) even if Rydoo has already issued an invoice or received payment.
5.7 Use of a PO system
If the Client uses a Purchase Order (“PO”) system, the Client shall provide Rydoo with its PO number no more than seven (7) business days after the Effective Date or at least seven (7) business days before the renewal of the Client’s Subscription Period. Any delay or failure in providing a PO number will not relieve the Client of its payment obligations under this Contract within the indicated payment period.
The PO number shall be delivered by the Client to [email protected].
The Parties acknowledge and agree that the terms and conditions of this Contract shall take precedence over any general or particular conditions of the Client attached to its Purchase Order.
6. OBLIGATIONS OF THE PARTIES
6.1 Client’s undertakings
The Client undertakes to:
- cooperate in good faith with Rydoo in the performance of the Contract. The Client acknowledges that Rydoo’s ability to provide the Expense Solution and related services at the agreed standard is dependent upon the Client’s full and timely cooperation, which the Client agrees to provide (including the accuracy and completeness of any information and data which the Client provides to Rydoo). The Client acknowledges and agrees that lack of cooperation from its side might affect availability of some configurations and/or features of the Expense Solution.
- Provide Rydoo with the contact details of Users who shall be authorised to access the Expense Solution, and any other information required by Rydoo which is necessary to operate the Expense Solution.
- Inform Rydoo immediately of any difficulties and/or information brought to its attention that may affect the proper performance of the Contract.
- Provide first line support to the Client’s Users.
- Designate a Single Point of Contact (SPOC) for all relations with Rydoo, including any complaints.
- Use the Expense Solution and related services in accordance with the Contract, the Documentation (including the developer’s portal), and other information provided by Rydoo. For the avoidance of doubt, in case (i) the Client does not comply with the obligation above, Rydoo may temporarily suspend access to the Expense Solution and related services to protect the integrity and security of its network and infrastructure or (ii) if Rydoo reasonably suspects that the Client is burdening the services, or is using the Expense Solution in such a manner as to jeopardize the delivery of the services to other Users/Clients. Rydoo will inform about such suspension and the reason, without undue delay. If the reason for suspension is not remedied by the Client within within 30 days or within other agreed time following the notification of the breach by Rydoo, Rydoo has the right to terminate the Contract immediately upon notification (it is to be considered a termination for cause).
- Pay its pending invoices in a timely manner.
6.2 Rydoo’s undertakings:
Rydoo undertakes to:
- Perform its contractual obligations (in particular provide the Expense Solution, Technical Support and the Support Services in accordance with the Contract, Documentation and legislation in force and business standards).
- Promptly inform the Client of any difficulties preventing the implementation of the Contract.
- Inform the Client of any major and relevant developments to the Expense Solution.
8. ACCESS TO THE EXPENSE SOLUTION
8.1 Access rights
The Client has a personal right to access the Expense Solution that may be exercised by any of the Client’s Users, provided the use occurs (i) solely on behalf of or for the benefit of the Client and (ii) in accordance with the Documentation and this Contract.
Following the above, the Client may add to its account in the Expense Solution its Affiliates or group entities authorized to access Expense Solution unless such Affiliate or entity can be considered Rydoo’s competitor. For the avoidance of doubt, these shall not be considered as third parties holding independent agreements with Rydoo and the Client will take full responsibility for their obligations, including payment of any related fees and compliance with the provision of the Contract.
The Client and its Users may access and use the Expense Solution 24 hours a day, 7 days a week, subject to Maintenance periods, Internet connection and use of compatible device. The Expense Solution can be accessed from (i) any compatible devices of the Client and/or its Users (computers, mobiles, or tablets) and (ii) using the Identifiers.
Rydoo may make the Expense Solution temporarily unavailable for Maintenance. Such maintenance will be provided according to a schedule determined by Rydoo in its sole reasonable discretion, on a client-wide and simultaneous basis, in order to ensure the consistent and stable performance of the Expense Solution. To the extent practicable under the circumstances, Rydoo will notify the Client of such temporary unavailability.
For the avoidance of doubt, this Contract does not involve the provision of Internet access to the Client and/or Users. The Client and Users bear sole responsibility for the functionality of their Internet connection, including the transmission paths and its own devices.
The Client is solely responsible for acquiring, maintaining, and upgrading, at its own expense, its own equipment (including software, computers and appropriate telecommunications services), which shall enable the Client to use the Expense Solution. The Client guarantee that its equipment is at all times adaptable to, compatible with and suitable for use with the Expense Solution and the Client expressly releases Rydoo from any liability in this respect. Without prejudice to other limitations of liability included in the Contract, Rydoo does not guarantee the compatibility of the Expense Solution with all types of equipment and the Expense Solution is not compatible with all types of equipment.
The Identifiers are intended to restrict access to the Expense Solution by the Client and its Users, to protect the integrity and availability of the Expense Solution, as well as the integrity, availability, and confidentiality of any Client Data.
The Identifiers are personal and confidential. They can only be changed (i) at the Client’s or User’s request or (ii) on the initiative of Rydoo, subject to informing the Client in advance.
The Client agrees to take any necessary measures to keep its User’s Identifiers confidential and not to disclose them in any form whatsoever. Rydoo shall not be held responsible for any damages resulting from any loss or breach of confidentiality regarding to the Identifiers assigned to the Client and its Users. The Client shall ensure that no person who has not been authorised has any access to the Expense Solution and related services. In general, the Client assumes responsibility for the security of devices with access to the Expense Solution.
The Identifiers are provided by Rydoo. In case the Client decides to use Single-Sign-On (SSO), this Clause 8.2 does not apply, and the Client is fully responsible and liable for the provision of the SSO to its Users and their use of their credentials.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Expense Solution and related products and/or services.
The Expense Solution, as well as all its components (such as trademarks, logos, computer programs, graphics, images, texts) are the exclusive property of Rydoo or have been granted to it. This Contract does not imply any assignment of intellectual property rights of any kind to any elements belonging to Rydoo. Subject to the payment described in Section 5 above, Rydoo grants the Client a personal (as described in Clause 8.1), limited, non-exclusive, non-assignable, non-transferable right to use the Expense Solution for the duration of this Contract solely for the purpose of the Client’s internal needs. The Client shall use the Expense Solution and shall authorize access to it by the Users in accordance with the requirements, any documentation provided by Rydoo and the Contract.
The Client may not in any case distribute, transfer, delegate or allow a third party to make use of its right to use the Expense Solution and is strictly prohibited from any other use other than foreseen in the Contract. In particular, the Client is not permitted to create derivative works, sell, reproduce, publish, make any copy, correction, adaptation, modification, translation, arrangement, distribution, decompilation, alteration, and more generally, any change to all or part of the Expense Solution. Nor may it permanently or temporarily reproduce all or part of the Expense Solution by any means and in any form unless in accordance with the Contract.
9.2 Rydoo Marks
The Client can only use Rydoo Marks in accordance with Rydoo’s guidelines provided that the Client undertakes to not claim any rights in Rydoo Marks. In any case, the Client shall not dilute or degrade the distinctiveness of the Rydoo Marks or use the Rydoo Marks to disparage or misrepresent Rydoo or its products and/or services.
9.3 Client Data
The Client reserves all right, title and interest in and to the Client Data other than the limited rights expressly granted hereunder.
Subject to the terms and conditions specified herein, Client hereby grants to Rydoo and its Affiliates a limited, royalty-free, non-exclusive, assignable, transferable, worldwide right to use the Client Data during and after the term of the Contract to the extent required for the performance of Rydoo’s obligations under this Contract and the applicable law, such as platform improvement, feature research, and other activities for which Rydoo will need to analyse the aggregated data of the Client.
9.4 Client’s Feedback
If the Client or any of its User provides Rydoo (in any form and through any means) with any communications or materials suggesting, recommending or requesting any enhancements, corrections or changes to the Expense Solution (including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like) (“Feedback”), Rydoo is free to use such Feedback irrespective of any other obligation or limitation between the Parties under this Contract.
The Client hereby assigns to Rydoo all rights, titles, and interests to the Feedback.
For the avoidance of doubt, Rydoo is free to use, without any attribution or compensation to the Client, its Users or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. The Client acknowledges and agrees that Rydoo is not required to use any Feedback.
For the purposes of this Contract, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party, whether orally or in writing, that (I) is clearly identified in writing or verbally at the time of disclosure as confidential or (ii) taking into account the nature of the information and/or the circumstances of disclosure, it can be reasonably considered confidential by the disclosing Party. It includes Rydoo’s Documentation, Client Data and information related to Expense Solution, whether marked as confidential or proprietary.
Each Party agrees to:
- keep the Confidential Information in strict confidence and to take all reasonable measures to protect the Confidential Information and avoid any unauthorised use, disclosure, publication or dissemination of such information, such measures shall be no less than the degree of care that the receiving Party uses to protect its own confidential and proprietary information of similar nature and importance.
- not use or reproduce the Confidential Information of the other Party for purposes other than for the requirements of the Contract and not to disclose or transfer the Confidential Information of the other Party to any third parties without its prior written consent unless such disclosure is required by law, court order or other governmental or regulatory authority. In such case:
- the receiving Party shall promptly notify the disclosing Party of the existence terms and circumstances surrounding the request for disclosure (unless in doing so the receiving Party would breach the terms of the subpoena, court order, or a statutory or regulatory obligation upon the receiving Party); and
- the receiving Party exercises reasonable efforts to obtain, where possible, assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed.
Notwithstanding the foregoing, Confidential Information can be disclosed by the other Party to its employees, officers and consultants as well as to employees, officers and consultants of its Affiliates, subsidiaries or authorised subcontractors solely for the purposes of performance of the Contract, and provided that such individuals are (i) duly informed of the confidential nature of the information, (ii) bound by confidentiality undertakings similar to those set forth in this clause and (iii) not considered competitors of the Party disclosing the Confidential Information.
These confidentiality obligations do not apply to Confidential Information that is:
- in the public domain prior to disclosure or thereafter without being in breach of this Section 10;
- Known, prior to its disclosure, by the disclosing party.
- Received from a third party lawfully.
- Developed independently by the receiving Party.
The receiving Party is entitled to disclose Confidential Information of the disclosing Party in case it is required by law, by order of court or other competent authority to the required extent, provided that:
a) the receiving party will notify the disclosing Party of the existence of such request for disclosure as well as terms and circumstances surrounding such request prior to the disclosure unless doing so is prohibited by law, would breach the subpoena, court order etc.; and
b) the receiving Party excercises reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed Confidential Information.
These confidentiality obligations shall continue to have effect for a period of three (3) years following the expiry or termination of the Contract unless otherwise agreed by the Parties.
11. PERSONAL DATA
For the purpose performing this Contract, Rydoo and/or its Affiliates will have access to the Users’ Personal Data and will process them as Data Processor, on behalf of the Client as Data Controller, in accordance with GDPR. Each Party shall comply with any applicable local regulations related to Personal Data with the restriction that in case of any discrepancies between such regulations and GDPR, the latter shall prevail.
The Client shall process personal data of Rydoo’s personnel it may encounter, in accordance with data protection requirements under applicable law and professional regulations, including GDPR.
12.1 General Liability
The Client shall be solely responsible for the use of the Expense Solution by the Users.
The liability of each Party shall be limited to direct damages caused to the other Party.
Neither Party shall be held liable for any indirect damages or any loss of data, loss of income, loss of profits, loss of opportunity or loss of customers or damage to the reputation arising from or relating from this Contract regardless of whether such persons were advised of the possibility of such losses or damages, or such losses or damages were otherwise foreseeable.
Under no circumstances shall Rydoo be liable for any loss or damage caused by the reliance of the Client on any information, statements or reports obtained using the Expense Solution. Rydoo shall not be liable for any damages caused by the failure of the Client to provide information, documents or files required to implement the Expense Solution, as well as any data errors provided by any third party or by the Client.
Except in case of wilful misconduct or gross negligence, Rydoo’s liability shall not exceed the lesser of:
a) the amount equivalent to the subscription fees received by Rydoo during the twelve (12) months preceding the occurrence of the damage claim invoked by the Client; or
b) 30 000 EUR in case Client is subject to Business Plan or 90 000 EUR in case Client is subject to Enterprise Plan.
12.2 Force Majeure
In any event, Rydoo may be exempted from all or part of its liability insofar as the non-performance or improper performance of the Contract is attributable to a force majeure event or the unforeseeable and insurmountable act of a third party unconnected with the provision of services under the Contract (“Force Majeure”). Events of Force Majeure include, but are not limited to, strikes or social conflicts, government restrictions, suspension of major means of transport or supply, earthquakes, fires, storms, floods, power outages, wars, attacks, riots, political instabilities, breakdowns of telecommunications.
Rydoo shall inform the Client about such event or act without undue delay and take all necessary steps to limit the impact of such event on the performance of Rydoo’s obligations under this Contract. If the performance of the Contract has been made temporarily impossible due to a Force Majeure event, Rydoo can temporarily suspend (for max. 90 days) the performance of the Contract without incurring an obligation to pay damages to the Client. For the avoidance of doubt (i) such suspension can occur without the intervention of the courts and (ii) the time for which the provision of the Expense Solution has been disrupted or impossible due to Force Majeure will be added to Client’s Subscription Period once the provision of the Expense Solution will be resumed.
Additionally, if the performance of the Contract has been made impossible for Rydoo for longer than 90 days, (i) the Parties may agree to prolong the Contract suspension or (ii) the Contract can be terminated by either Party immediately upon notice to the other Party. In such case, the Client will be entitled to pro-rata reimbursement of pre-paid License fees remaining to the end of the then-current Subscription Period following the date of the Contract termination. Clause 4.3 (Effects of termination) applies accordingly.
Unless otherwise specified in this Contract, all notices and other communications between the Parties hereunder shall be in writing, in English and shall be sent by personal delivery, registered, or certified mail, overnight delivery service, postage prepaid, or by email with confirmed receipt, addressed as follows:
Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium
To the Client:
address indicated on the Order Form and/or Client’s Users with administrator role or other person indicated by the Client for notification purposes.
Either Party may change its address for receiving notice by written notice given to the other Party.
The notices shall be deemed to have been given upon: (a) the date when actually delivered in person; (b) the day after the date when sent by overnight courier; (c) three Business Days following the date when such notice was mailed by first class registered or certified mail; or (d) four (4) hours from the time of the confirmed receipt of email or if sent outside Business Hours at the commencement of the next Business Day.
14. APPLICABLE LAW AND JURISDICTION
This Contract is governed and interpreted in accordance with Belgian law with exclusion of its conflict of laws rules.
It is the intention of the Parties to make a good faith effort to resolve, without resort to arbitration or litigation, any dispute arising out of, or in connection with, this Contract. In the event of a dispute arising out of, or in connection with, this Contract, each Party shall promptly designate a senior executive or corporate official with authority to resolve the dispute. The designated senior executives or officials shall promptly begin discussions and shall use all reasonable efforts to reach a mutually satisfactory resolution of the dispute.
Any dispute, controversy or difference which may arise out of, or in connection with, this Contract and which cannot be resolved by such senior executives within thirty (30) calendar days (or other time agreed by the Parties) of referring the matter to them, shall be submitted to the courts in Brussels, Belgium, regardless of the place of performance of the Contract or of the domicile of the defendant, notwithstanding plurality of defendants or impleading of third parties, even for emergency proceedings or protective proceedings.
15.1 Changes to the Terms and Conditions
Rydoo has the right to change these Terms and Conditions at any moment.In such case, Rydoo will notify the new Terms and Conditions to the Client at the latest (1) one month before the entry into force of these new Terms and Conditions.
During fifteen (15) calendar days following the date of the notification of the new Terms and Conditions, the Client will have the right to terminate the Contract without notice and without any additional compensation except the one described below.
If the Client decides to terminate the Contract, the Client will be entitled to pro-rata reimbursement of pre-paid License fees remaining to the end of the then-current Subscription Period following the date of the Contract termination. Clause 4.3 (Effects of termination) applies accordingly. If the Client does not terminate the Contract during these fifteen (15) calendar days, the Client will be deemed to have accepted the new Terms and Conditions which will replace the then applicable Terms and Conditions in its contractual relation with Rydoo.
15.2 Beta Services
From time to time, Rydoo may make Beta Services available to the Client at no charge for a certain time defined by Rydoo. For the avoidance of doubt, participation in such Beta Service testing is in sole discretion of the Client.
The Client acknowledges that Rydoo may discontinue the trial of Beta Services at any point in time at its sole discretion and may or may not make any services derived from the Beta Services commercially available to the Client at the later stage.
In case the Client decides to participate in the Beta Service testing, the Client agrees to provide Rydoo with ongoing feedback regarding the Beta Services. Clause 9.4 (Feedback) applies accordingly herein.
The Client acknowledges and agrees that Beta Services may contain bugs and errors and the use of such services is at Client’s sole risk. In no event Rydoo shall be liable for any damages whatsoever caused by or related to the Beta Services.
15.3 Use of Client’s name and logo
Rydoo’s ability to:
(i) use Client’s trademarks, service marks, service or trade names or logos;
(ii) issue a press release related to Client’s use of the Expense Solution; and/or
(ii) contact the Client for referrals, case studies, testimonials etc.
will be set forth in the Order Form.
15.4 Contract assignment
The Contract is entered into intuitu personae. Neither party shall be entitled to assign, transfer, or relinquish in any way its rights and obligations arising from the Contract in favour of a third party without the prior written consent of the other party which should not be unreasonably withheld. Nevertheless, upon 30 days written notice to the other Party, either Party is entitled to assign this Contract to its Affiliates or group companies (unless such Affiliate or company can be considered Rydoo’s competitor) provided that such assignment cannot affect the fulfilment of the obligation under this Contract. The Client’s notification provided to Rydoo shall contain the assignee’s: full legal name, billing address, billing email address, contact person and their contact details and VAT number.
The Client acknowledges that:
- the Expense Solution and related services are provided by Rydoo NV, having its registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium; and
- Rydoo brand is represented by Rydoo NV and its Affiliates and subsidiaries – whereas all these entities can bill the products and/or services to the Client at discretion of Rydoo, which is agreed by the Client. Settlement of such invoices shall be done with the entity that issued the invoice and by doing so, the Client’s payment obligations (related to said invoice) shall be considered fulfilled.
Either Party makes no warranty of any kind, either expressed or implied, by fact or law, other than those expressly set forth in this Contract. Rydoo makes no warranty of fitness for a particular purpose or warranty of merchantability for the products. For the avoidance of doubt, Rydoo makes no warranty in relation to any ancillary or monitoring services (including the provision of rates).
Rydoo warrants that the Expense Solution shall substantially conform to the Documentation. The Documentation shall not be considered a guarantee and Rydoo shall have no liability for any defects involving only minor discrepancies from the agreed or required quality or for any defects that interfere only insubstantially with the provision of the Expense Solution. In case Rydoo without any additional agreement and/or Client’s payment, (i) enables to the Client any information related to compliancy regarding taxes, digitalisation of receipts or others, (ii) provides any advice or (ii) renders a currency translation, Rydoo does not warrant the accuracy and/or correctness of the provided information or advice and/or correct carrying out of the currency translation.
If the Client notifies Rydoo of Rydoo’s failure to conform to the warranty set forth on this Contract, Client’s sole and exclusive remedy shall be for Rydoo to correct the non-conformance within agreed time (no shorter than 30 Business Days) following the date Rydoo receives written notice of such non-conformance. If Rydoo cannot substantially fix or remedy the non-conformance in a timely and commercially reasonable manner, the Client has the right to terminate the Contract immediately upon written notice to Rydoo and to receive pro-rata reimbursement of pre-paid Subscription fees remaining to the end of the then-current Subscription Period as of the date of the Contract termination. Clause 4.3 (Effects of termination) applies accordingly.
15.6 Ethical and Sustainable Conduct
Each Party undertakes to always conduct its business and obligations under this Contract in a professional and ethical manner and in accordance with the principles of sustainable development. Each Party shall adhere to internationally recognized occupational health and safety, environmental protection, labour, and human rights as well as responsible corporate governance.
15.7 Previous agreements
The Contract represents the entire agreement of the Parties regarding the object concerned. It supersedes all previous agreements, correspondence and discussions between the Parties related to the purpose of the Contract on provision of the same matter.
The Client agrees than any previous Non-Disclosure Agreement concluded between the Parties shall be replaced by the provisions of Section 10.
If any of the provisions of the Contract is held to be void or invalid and declared as such pursuant to a law, regulation or following a final decision by a competent court, said provision shall continue to apply to the maximum extent permitted by the law , without altering the validity of the other provisions, and the invalid part of the provision shall be replaced by a valid provision of equivalent effect, which the Parties agree to negotiate in good faith.
In the event of individual terms of this Contract being or becoming invalid or unenforceable either in part or in full, this has no effect on the validity of the remaining terms of this Contract. This also applies to any omissions or gaps the Contract may have. The Parties undertake to agree to replace the missing, invalid, or unenforceable term with a valid term that complies as far as possible with the economic purpose pursued by this Contract.
The fact that one of the Parties did not exercise any of its rights in a timely manner, or did not exercise them at all, shall not be presumed to operate as a waiver of such rights, whether in relation to a past or future fact.
15.10 Electronic Signature
Each Party agrees that this Contract and any other connected documents may be electronically signed, and that any electronic signatures appearing on this Contract, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
15.11 Contractual documents
This Contract consists of the following contractual documents in order of decreasing legal value:
- this Terms and Conditions;
- its appendices
- Exhibit A: Definitions
- Appendix no.1: Order Form
- Appendix no.2: Subscription Policy
- Appendix no.3: Support Policy
- Appendix no.4: Data Processing Agreement (DPA).
In the event of any contradiction or inconsistency between the provisions of the above documents:
(i) those of higher ranking shall complement and/or annul those of lower ranking; and
(ii) any specific clauses supersede general provisions on the same subject.