General Terms and Conditions

Please read these General Terms and Conditions carefully.

BY CHECKING THE ‘I ACCEPT THE GENERAL TERMS AND CONDITIONS’ CHECKBOX, OR BY ACCESSING OR USING THE SOFTWARE CUSTOMER SIGNIFIES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS (HEREINAFTER REFERRED TO AS THE “AGREEMENT”).

IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN PLEASE DO NOT CHECK THE ‘I ACCEPT THE GENERAL TERMS AND CONDITIONS’ CHECKBOX AND DO NOT ACCESS OR USE THE SOFTWARE.

This Agreement shall govern Customer’s access and use of the Software and hosting and support services. This Agreement always take precedence over the terms and conditions of Customer, even if they stipulate that they are the only valid conditions.

“Access Rights” shall mean all contractual rights to access and use the Software according to this Agreement;

“Administrator” shall mean the user who is responsible for the Administrator Account;

“Administrator Account” shall mean the user account of Customer, which can solely be accessed and used by the Administrator and through which the Administrator shall be able to (i) use the Software in accordance with Customer’s order, (ii) change the configuration settings (including but not limited to adding additional modules or features) and (iii) creating additional accounts for Users;

“Customer” shall mean every natural person or legal entity, as well as anyone who orders the license and Access Rights for the Software from THE LIENION TEAM and/or enters into an agreement with THE LIENION TEAM in the name of or on behalf of this legal entity;

“Customer Data” shall mean any and all content, information and data – including personal data – pertaining to prospects, business partners, clients and/or customers of Customer (non-limitative) entered and uploaded into the Software;

“Infanion” shall mean the Belgian limited liability company, with its registered offices at Peulisbaan 27, 2820 Bonheiden, Belgium, with company number 0882.782.845, registered in the RLE Antwerpen, division Antwerpen; hereafter referred to as “THE LIENION TEAM”

“Purchase Agreement” shall mean the purchase agreement or order entered into by Customer in which Customer has purchased the license user rights and the number of Access Rights for the number of Users and for the term, as indicated in such purchase agreement or order. The Purchase Agreement can be found at https://www.apps.lienion.com/purchase-conditions

“Software” shall mean the online package of software tools and modules for amongst others project management, time registration, cooperation, to do’s management, etc, commercialized under the name of “LIENION” and consisting of a (i) cloud-based back-end which stores, analyses, manages, distributes and processes Customer Data; and (ii) front-end clients, being a cloud based web-interface, which allows for the retrieval, presentation, distribution, and management of Customer Data. The Software includes (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions thereto (collectively, “Upgrades”). In case selected by the Customer and defined as such in the Purchase Agreement, the Software can also be made accessible via a non-cloud based server located at a location defined by the Customer.

“Term” shall mean the initial or renewed term – i.e. month, quarter or year – during which Customer can make use of the Software, as selected by Customer when ordering the license and Access Rights to the Software;

“User” shall mean any user of Customer, other than the Administrator, for whom Customer has also ordered a User Account;

“User Account” shall mean the user account, which can be accessed by a User through his/her personal login in order to make use of the Software;

“Website” shall mean https://www.lienion.com and https://apps.lienion.com and every LIENION website of the country in which LIENION operates.

Grant of License
Subject to the terms and conditions of this Agreement (including the payment of all required fees under the Purchase Agreement) THE LIENION TEAM, grants Customer, during the Term, a personal, non-exclusive, non-sublicensable and non-transferable license to access and use the Software solely for its business purposes and solely for the number of User Accounts for which the Software license has been purchased, in the manner as intended and allowed by THE LIENION TEAM. Upon request of Customer and after full payment of all relevant fees under the Purchase Agreement, THE LIENION TEAM shall set up the Administrator Account and the number of User Accounts ordered by Customer.

Administrator Account/ User Account

Customer shall be able to access and use of the Software through the Administrator Account and the additional User Accounts.

The Administrator shall be solely responsible for every use and activity of the Administrator Account.

Besides an Administrator Account, Customer receives also the ordered User Accounts. The amount of User Accounts corresponds with the number of Users of Customer. Each User has thus its own User Account. The Administrator determines the extent of the rights of the User Accounts and the Administrator shall always remain responsible for every use of the User Accounts.

Each User Account (including the Administrator Account) belongs to one person only and may therefore not be shared with other persons. The Administrator as well as every User is advised to create a unique password, to change it frequently and/or to use two-factor authentication.

Customer shall be solely responsible for the protection and security of the Administration Account and the User Accounts. In this context, the Administrator and every User must ensure the confidentiality of their respective account, including the confidentiality of the login-data such as the password. Consequently, they may not even disclose their login-data to THE LIENION TEAM. Each loss or misuse of such login-data may therefore lead to liability towards THE LIENION TEAM.

Furthermore, it is strictly forbidden to:

• Ask for the login-data of other users
• Login onto one other’s account
• Use the Software in a fraudulent manner (e.g. the use of a false account and/or providing false information is considered as fraudulent use);
• Pretend to be another (legal or natural) person when using the Software without the necessary permission. Such action may lead to civil and criminal sanctions.

Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform THE LIENION TEAM in writing of such use and of every controversial registration it notices.

A well-reasoned and founded notification may lead to temporary and/or perpetual suspension and/or removal of the Administration Account and/or the User Accounts. In any event, THE LIENION TEAM will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.

General
For as long as this Agreement remains in effect, Customer can make use of the Software within the scope of the Access Rights of Customer, of which the scope is determined when ordering the Software license and Access Rights. The scope of such Access Rights can be limited or extended during the Term of the Agreement.

Customer acknowledges that only his Administrator and Users may use the Software and this for Customer’s business purposes solely and in compliance with all applicable laws, rules and regulations issued by governing authorities. Customer agrees that compliance with this article is an essential basis of this Agreement.

Use of and access to the Services by Customer presupposes an Internet connection and the use of a latest version of a modern web browser (such as but not limited to the most recent version of Google Chrome). If an obsolete web browser is used, Customer may not be able to use all functions of the Software or these functions may not operate optimally.

Customer shall be fully responsible and liable for compliance with the terms and conditions of this Agreement, as well as for the acts and omissions of all users who make use of the Software through the Administrator Account and/or User Account(s). Customer shall not authorize access to or permit use of the Software by persons other than the Administrator and/or the Users.

In addition to the above, Customer ensures THE LIENION TEAM that all content, text, images, photos, videos, designs, graphics or other material that it or its Users place or use on the Software are owned by Customer, or that Customer has sufficient rights to it. Customer guarantees that this content, images, photographs, videos, graphics or other material are not illegal, nor obtained unlawfully or in breach of public order.

Restrictions
Customer agrees not to misuse the Access Rights and/or Software and shall thus not, without this list being exhaustive:

• transfer, pledge, assign or sublicense the license rights to any other person or entity and YOU acknowledge that any attempted transfer, assignment or sublicense shall be void;
• copy or make available the Software onto any public or distributed network, other than as allowed under this Agreement;
• make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
• reverse engineer or decompile, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law;
• use or permit the Software to be used to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;
• disclose, provide, or otherwise make available trade secrets or other THE LIENION TEAM or third party confidential information contained within the Software in any form to any third party without the prior written consent of THE LIENION TEAM;
• remove, obscure or fail to reproduce in any copyright, trademark or other proprietary rights notice contained in the Software;
• use the Software for illegal purposes or in an illicit manner or place any illegal content on the Software; or
• export, directly or indirectly, the Software in violation of any applicable export or import laws or regulations or use the Software for any purpose prohibited by such laws or regulations.
• Use the Software to conduct or promote any illegal activities;
• Use the Software for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of e-mails;
• Use the Software to stalk, harass or harm another individual;
• Disturb the good operation of the Software. This includes that Customer should refrain from the use of viruses, worms, Trojans or other software that may infringe the services and interests of both THE LIENION TEAM and its customers. Customer should also refrain from any content that may burden or disturb the websites infrastructure and its proper functioning;
• Send unsolicited and/or commercial messages, such as junk mail, spamming and chain letters;
• Add content that can be described as not-appropriate regarding the aim of the Software. THE LIENION TEAM reserves a large discretion and may notify Customers when touching boundaries;
• Circumvent the business-model of THE LIENION TEAM;
• Use the Software – partly or integrally –in any manner that may give a false or misleading impression, attribution, or statement as to THE LIENION TEAM, or any third party.

Exclusive Ownership and Proprietary Notices. All rights, title, and interest to any intellectual property rights embodied in or related to the Software (such as, but not limited to, patents, trademarks, copyrights and trade secrets) shall remain exclusively with THE LIENION TEAM. No license or other right of any kind, whether express or implied, is granted with respect to the Software, to any intellectual property rights embodied therein or related thereto, or to any other intellectual property rights of THE LIENION TEAM, except for the limited license expressly set out above.

THE LIENION TEAM states and the Customer acknowledges and agrees that some parts of the Software may use or include open source software, for which specific license terms and conditions shall apply, including the ownership in the intellectual property rights of such open source software.

This is a license, not a transfer of title, to the Software, and THE LIENION TEAM retains ownership of all copies of the Software. Customer acknowledges and agrees that the Software contains trade secrets of THE LIENION TEAM, its suppliers or licensors, if any, including but not limited to the specific internal design and structure of individual programs, modules and associated interface information.

Ownership and permitted use.
As between THE LIENION TEAM and Customer, all Customer Data is Customer’s property. Customer grants THE LIENION TEAM a non-exclusive, worldwide, royalty-free license to process, reproduce, display, copy, communicate, and otherwise use Customer’s Data solely to the extent necessary to perform its obligations or to enforce its rights under this Agreement.

Security.
Both Parties shall ensure, in accordance with the requirements of the GDPR (General Data Protection Regulation, (EU) 2016/679) and the relevant privacy and data protection regulations, at their respective facilities and systems, to establish and maintain appropriate administrative, technical and physical measures and controls to (i) ensure the ongoing confidentiality, integrity and availability of Customer Data, (ii) restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; (iii) have in place the process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing through the Software.

Compliance with privacy laws.
THE LIENION TEAM will comply with applicable privacy and data protection laws governing its processing and storage of Customer Data in connection with its role as controller or as processor, as described in this Agreement. The LIENION TEAM privacy policy applies to this Agreement, and is incorporated by reference. By entering into this Agreement, and by ordering the Access Rights and/or by using the Software, Customer acknowledges and agrees to have read the LIENION TEAM privacy statement and to accept it. If Customer’s use of the Software requires Customer to enter into a data processing agreement, the Parties will enter into such data processing agreement to comply with the requirements of the GDPR or any other applicable privacy or data protection laws and regulations.

Customer responsibility and obligations regarding Customer Data.
Customer acknowledges and agrees that the Software is not designed to serve as master storage of Customer Data and Customer is responsible for ensuring that master copies of Customer Data are stored in a separate system.

Customer retains complete control over the usage of the Software and THE LIENION TEAM will not be responsible or liable for any deletion, corruption, damage, destruction, or unintended exposure of Customer Data due solely to acts or omissions of Customer and its Users.

Customer represents and warrants that all personal data included in the Customer Data is collected, transferred, used in compliance with all applicable privacy laws and regulations.

According to the Purchase Agreement entered into between Customer and THE LIENION TEAM, Customer shall pay the fees and amounts as specified in the Purchase Agreement and the related invoices, and as specified in this Article.

Fees
You will pay to THE LIENION TEAM the monthly fee per User, based on the LIENION pricing scheme. These fees will be paid yearly or in advance for 1, 2, 3 or 4 years as specified in the Purchase Agreement.

Invoices
All invoices will be sent to Customer in an electronic way to the email address specified by Customer during the purchasing process of the Software.

Customer agrees to indemnify, defend and hold THE LIENION TEAM, its suppliers, licensors, agents, officers, directors and employees harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Customer’s (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of THE LIENION TEAM and/or any third party, or (c) the use or misuse of the Software and/or its Access Rights.

If Customer and/or the User of the Software does not use the Software as specified in this Agreement or do use the Software for any illegal purposes or if Customer and/or the User place any illegal content on the Software, Customer shall hold THE LIENION TEAM harmless and shall fully indemnify THE LIENION TEAM against any and all claims, damages, losses, costs and fees, incurred by THE LIENION TEAM.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, OF CERTAIN QUALITY, NON-INTERFERING OR NON-INFRINGING. ANY SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY THE LIENION TEAM, ITS SUPPLIERS AND LICENSORS.

IN NO EVENT WILL THE LIENION TEAM, ITS SUPPLIERS, LICENSORS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE AND EVEN IF THE LIENION TEAM OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding any damages that Customer might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or otherwise), the total aggregate liability of THE LIENION TEAM and any of its suppliers, licensors, agents, officers, directors or employees under any provision of this Agreement and Customer’s exclusive remedy hereunder shall be limited to the equivalent of the total amount paid to THE LIENION TEAM by Customer for the use of the Software during the preceding twelve months.

The foregoing disclaimers, limitations and exclusions shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

All information (including but not limited to all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications) exchanged between parties prior to entering into an agreement as well as during the agreement shall be considered confidential and be treated by each party with the utmost secrecy and thus more specifically the recipient shall:

• Solely use the confidential information for its own account and under the utmost secrecy;
• Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than the (possible) cooperation between parties;
• Not engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information;
• Not derive any commercial benefit from the confidential information;
• Not divulge, disclose or make the confidential information, of which it has knowledge, available to any third party, without the express written consent of the disclosing party;
• Disclose such confidential Information only to those employees who need to know such information within the framework of the (possible) cooperation between parties, and the recipient certifies and warrants that these employees have previously agreed, as a condition to employment, to be bound by terms and conditions substantially similar to provisions applicable to the recipient under these terms of service.

The obligations, as determined in the previous paragraph, are not applicable to the following information:

• Information, which is publicly available, publicly spread and/or known by the general public at the time of its communication;
• Information which is obtained in a lawful manner by the recipient on a non-confidential basis from any party other than the disclosing party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;
• Information which disclosure/announcement is required by law or by a court or other government decision (of any kind). In such case the recipient shall, prior to any disclosure/announcement discuss the scope and manner of such disclosure/announcement with the disclosing party.

This confidentiality obligation applies during the term of the cooperation between the parties and will continue to exist for a period of five (5) years starting from the termination of the cooperation for any reason whatsoever.

The disclosing party shall remain at any moment the sole owner of its confidential information. Except as expressly set forth herein, nothing in this Agreement or the relationship between parties shall grant to the recipient any rights to or interest in the confidential information, and no implied licenses are granted by this Agreement.

This confidentiality obligation shall, however, in no event imply that THE LIENION TEAM shall not be entitled to use and/or commercialize any ideas, input, feedback received from Customer, which may serve to improve and/or expand the Software.

In the event Customer is in need of assistance or has an enquiry with respect to the Software, Customer is advised to first consult the Software support page (https://www.lienion.com/support).

If the information provided on the Software support page does not provide the required assistance, Customer may contact THE LIENION TEAM helpdesk free of charge. The LIENION TEAM helpdesk shall be available via email (support@lienion.com).

THE LIENION TEAM helpdesk will do its best efforts to assist Customer as soon as reasonably possible following the requested support.

Customer will bear the costs made as a result of unjustified complaints and/or enquiries.

In the event of problems with the availability of its Software and/or the User’s Access Rights, THE LIENION TEAM undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appropriate, THE LIENION TEAM shall be free to determine on what is to be considered an adequate solution or compensation for its Customers in this respect.

THE LIENION TEAM wishes to keep the quality of the Software high by performing maintenance activities and implementing updates on a regular basis. THE LIENION TEAM undertakes to minimize the impact of such maintenance activities and updates on the availability of the Software but does not exclude any downtime in this respect. In any case THE LIENION TEAM undertakes its best effort to inform Customer thereof in due time, unless this is impossible or not useful.

The above gives no grounds for compensation to be born or paid by THE LIENION TEAM to Customer.

THE LIENION TEAM has the right to change at any time the offer and composition of its Software, including its modules and/or features. In such event, THE LIENI0N TEAM will inform Customer thereof within a reasonable term prior to such change through a notification on the Website or the Software.

This Agreement and the license granted herein shall remain effective for the term specified in the Purchase Agreement.

Customer’s rights under this Agreement will terminate immediately with notice from THE LIENION TEAM if Customer fails to comply with any provision of this Agreement. Customer’s rights under this Agreement will also terminate immediately without notice from THE LIENION TEAM if Customer enters into insolvency, bankruptcy and/or similar liquidation procedures.

Furthermore, rights and obligations under this Agreement which are intended, by their terms or by necessary implication, to survive the expiration or termination of this Agreement will so survive. THE LIENION TEAM will not be liable in respect to any damage caused by the termination of this Agreement.

Customer is not allowed to assign this Agreement. THE LIENION TEAM is allowed to assign this Agreement or any rights hereunder to any third party, without giving prior notice thereof to Customer.

If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

THE LIENION TEAM is not liable for any failure to meet its obligations if this failure is due to force majeure or hardship.

Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the agreement were reasonably unforeseeable and unavoidable, and which prevent THE LIENION TEAM from performing this Agreement, or which would make the performance of this Agreement more difficult, financially or otherwise, than would normally be the case (including but not limited to war, natural disasters, fire, seizure, delays with or bankruptcy of third parties engaged by THE LIENION TEAM, shortage of staff, strikes, organizational circumstances and threat or acts of terrorism).

The aforementioned situations entitle THE LIENION TEAM to review and/or suspend this Agreement by simple written notice to Customer, without being liable to pay compensation. If the situation of force majeure and/or hardship lasts longer than 2 months, THE LIENION TEAM will be entitled to terminate the agreement.

The failure of THE LIENION TEAM to exercise any right under this Agreement may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of rights.

Except as expressly provided herein, this Agreement, together with the Purchase Agreement constitutes the entire agreement between the parties with respect to the license of the Software and the Access Rights and supersedes any conflicting or additional terms contained in any purchase order or elsewhere.

Unless expressly agreed otherwise, Customer acknowledges that the language of this Agreement will also be the working language in all commercial transactions with THE LIENION TEAM.

The original language of this Agreement is English. Translations or documents drawn up in a different language will always be regarded as a bonus for Customer. In the event of any conflict, the English version will always prevail.

This Agreement shall be governed and construed in accordance with Belgian law. In case of litigation, the competent courts will be those of Antwerp – Belgium.

THE LIENION TEAM reserves the right to change the terms of this Agreement whenever it wishes to do so by a change on its Website. THE LIENION TEAM undertakes to notify Customer thereof through (i) an announcement on its Website within a reasonable term prior to the application of the amended terms of service and/or (ii) through a direct communication to Customer.
These terms of this Agreement must be read together with the Purchase Agreement and THE LIENION TEAM’s Privacy Declaration and may always be consulted on the Website.