Terms and conditions
Capitalised terms have the meaning set out in chapter 4: Definitions
1. Regarding access to and use of the Platform
1.1 The Platform and support services
Subject to the terms set out herein (the “Agreement”), We Connect Data BV-SRL, a company under Belgian law, established at Sint-Amandsstraat 86, 1853 Grimbergen registered under company number 0650.599.388 (hereinafter referred to as “WCD”) will provide Customer access to the Platform, most notably by means of the Portal.
To be able to use the Platform, Customer will have to fill out and sign the Order Form and register online an administrative user for Customer’s account.
In consideration of the implementation fee and in accordance with the terms set forth herein, WCD will provide the Customer the Implementation Services.
During the Term, WCD may provide the Customer with updated versions of the Platform. For the avoidance of doubt, it is specified that WCD is not obligated to provide any updates to the Platform or any part thereof. The updated versions will also remain subject to this Agreement.
Subject to the terms hereof, WCD will provide Customer with:
- DataScouts hosting services (“Service Level Terms”) in accordance with the terms set forth in Exhibit A.
- Technical support services (“Support Terms”) in accordance with the terms set forth in Exhibit B.
- Enrichers (“Enrichers”) in accordance with the terms set forth in Exhibit C.
1.2 License restrictions
1.2.1 License by WCD
Subject to the Agreement and subject to the timely payment of the Fees by the Customer, WCD grants the Customer a renewable, personal (i.e. for the Customer and its own, internal users, excluding third parties), restricted, non-exclusive, non-transferable, non-assignable license to access and use the Platform, during the Term, for the business purposes of the Customer in accordance with the Documentation and the relevant Data Package. The Customer is not entitled to grant sublicenses (e.g., to other users, including third parties), unless expressly agreed in writing between the Parties.
Except as expressly set forth herein, no express or implied license or right of any kind is granted to the Customer regarding the Platform or any part thereof, including but not limited to obtain possession of any source code, data or other technical material relating to the Platform.
Any access to and use of the Platform is subject to the Terms of Use of WCD.
1.2.1 License by WCD
Customer shall not have the right to, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform, the Portal or any Software by any means whatsoever, or disclose any of the foregoing,
- modify, translate, or create derivative works based on the Platform, the Portal or any Software (except to the extent necessary for the Customer’s use of the Platform),
- sell, lease, commercialize, rent, distribute, display, license, transfer, provide, disclose or otherwise make available to, or permit the use of or access to, the Platform (and the Portal), in whole or in part, to any third party, except as expressly permitted in the Agreement,
- use the Platform for timesharing, or on a “service bureau” basis, or consulting purposes or otherwise for the benefit of a third party,
- use the Platform in any way that is unlawful, illegal, fraudulent or harmful,
use the Platform in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, or
- remove any proprietary notices or labels or circumvent any technical or other protective measures in the Platform.
For the avoidance of doubt, it is specified that the Customer is entitled to use the Platform with the Customer Data for providing certain consultancy services to a third party.
1.3 Platform specific payment terms
If Customer’s use of the Platform exceeds the Data Packages set forth on the Order Form or otherwise requires the payment of additional Fees, Customer shall be billed for such usage at WCD’s then-applicable rates and Customer agrees to pay the additional fees in the manner provided herein.
WCD reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon the termination or expiration of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by e-mail).
In any event, the Fees may be subject to an annual adaptation on January 1st of every year according to the following formula using the Agoria reference wage cost for the Digital Sector or, if the Agoria reference wage cost is no longer published, the index replacing it or failing such index by another index reflecting the increases of labor cost:
(New Amount) = (Old Amount) X (0.20 + 0.80 x (New reference wage cost/ reference wage cost on the Effective Date)).
1.4 Indemnification related to the Platform
1.4.1 Indemnification by WCD
WCD shall defend and indemnify Customer against any Claim brought by a third party to extent such Claim is based on an infringement of the Intellectual Property Rights of such third party by the Platform in Europe provided that:
- WCD is promptly notified in writing of any such Claims,
- WCD is granted sole control of the defense and settlement of such Claim,
- upon WCD’s request, the Customer fully cooperates with WCD in the defense and settlement of such Claim, and
- the Customer makes no admission as to WCD’s liability in respect of such a Claim, nor does the Customer agree to any settlement in respect of such a Claim without WCD’s prior written consent.
Provided these conditions are met, WCD shall indemnify the Customer for the damage 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 WCD pursuant to a settlement agreement.
WCD shall not have any obligation for any Claims resulting from:
- portions of components of the Platform not supplied by WCD,
- the Platform or any part thereof made in whole or in part in accordance with Customer specifications,
- any modification of the Platform by the Customer or a third party acting on behalf of the Customer,
- Customer’s use of the Platform combined with non-WCD products, processes or materials where the alleged infringement relates to such combination,
- where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or
- Customer’s unauthorized use of the Platform.
In the event the Platform, in WCD’s reasonable opinion, is likely to or may become subject of a third-party infringement Claim, WCD may, at its sole option and expense,
- replace or modify ((allegedly) infringing part of) the Platform so that it becomes non-infringing, provided that such modification or replacement contains substantially similar features and functionality as the Platform,
- obtain for Customer a license to continue using the Platform in accordance with the Agreement, or
- if neither of the foregoing is commercially practicable, terminate the Agreement and Customer’s rights hereunder and pay to the Customer an amount equal to a pro rata portion of the prepaid Fees for the remainder of the Term.
The foregoing states the entire liability and obligation of WCD and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Platform or any part thereof.
1.4.2 Indemnification by Customer
The Customer hereby agrees to indemnify, defend and hold harmless WCD, its employees, its officers, affiliates, representatives and contractors against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from
- an alleged violation of the terms set forth herein or otherwise from Customer’s unauthorized use of the Platform, or
- WCD’s use of the Customer Data in accordance with the Agreement.
2. Terms and conditions specifically regarding Advisory Services
2.1 Subject
The description of the Advisory Services (including, but not limited to, the context, the scope, milestones, timing, reports) and related Fees are specified in the Order Form, which WCD and the Customer signed and accepted.
2.2 Information
WCD delivers its Advisory Services based upon the information supplied by the Customer. WCD has the right to trust the correctness and completeness of the information supplied by the Customer.
WCD cannot be held responsible for the incorrect execution of the Advisory Services if such has been caused by incorrect, incomplete, or overdue information provided by the Customer.
2.3 Personnel
WCD can decide autonomously which staff will be allocated for the Advisory Services and exchange staff if necessary. WCD staff can never be considered as employees of the Customer.
In accordance with Article 31 § 1 of the law of 24/07/1987, Customer, Customer’s staff and agents are not allowed to give any instructions to WCD’s staff and shall not yield authority over WCD’s staff. Consequences of breaching these obligations are at the expense of the Customer.
WCD and Customer explicitly accept and recognize that the relation between them is a relation between two independent entities. WCD and Customer will fulfill all legal, social, fiscal and commercial obligations that apply to independent entities.
During the Term and during one (1) year following the termination of the Agreement, no Party shall, without written consent by the other Party, hire staff that was involved in the execution of the Advisory Services from the other Party, not actively, directly nor indirectly. The compensation for not respecting the obligation equals the gross annual salary of the involved staff including all fringe benefits and contributions by the employer.
3. Terms and conditions regarding both Platform and Advisory Services
3.1 Use of Customer data
3.1.1 License by Customer
Subject to the terms and conditions set forth herein, the Customer grants WCD a non–exclusive, limited, personal, sublicensable license to use, copy, store, transmit and display any and all Customer Data to the extent necessary to provide, maintain and exploit the Platform and/or perform the Advisory Services.
3.1.2 Customer responsibilities
Apart from the explicit responsibilities of WCD under the Agreement and/or the applicable law, Customer shall have the sole responsibility and liability for the Customer Data (including, but not limited to, the accuracy, quality, integrity, legality, reliability, management, or relevance of the Customer Data, or granting access thereto).
Although WCD has no legal obligation to monitor Customer’s use of the Platform and the Advisory Services, WCD reserves the right to remove, edit and/or block any Customer Data at any time, and to immediately limit or restrict Customer’s access to any Customer Data or the Platform, without any liability and without any prior notification being required, if WCD has reasons to believe in its reasonable opinion that such Customer Data infringes the rights of any third party, has been provided in breach of the Agreement, or any applicable law, or is otherwise unacceptable to WCD.
Customer acknowledges and agrees that:
- Certain features of the Platform or the Advisory Services may require access to the Customer Data in order to allow automatic processing of the Customer Data by the Platform to the benefit of the Customer (e.g. to generate thumbnails or previews);
- The use of the Ecosystem Publisher module of the Platform by the Customer requires Customer Data to be made public within the Ecosystem Publisher network;
- Customer is responsible for ensuring that master copies of the Customer Data are stored on Customer’s own systems.
WCD may itself, or allow third parties on its behalf to, scan, analyze, and/or process the Customer Data in an aggregate way, in order to gather/retrieve certain Functional Data. WCD shall be entitled to use any such Functional Data for any reason it deems fit.
Any Functional Data is and shall remain the sole property of WCD, and WCD retains any and all rights, title and interest (including any Intellectual Property Rights) in and to such Functional Data, including all copies, modifications, extensions and derivative works thereof. For the avoidance of doubt, it is specified that WCD shall not provide any Customer Data in a non-aggregated way to any third parties without the prior, written consent of the Customer.
Notwithstanding the provisions hereabove, unless access to the Customer Data and/or user accounts is explicitly granted by the Customer, WCD warrants that it, nor any of its representatives, have access to the Customer Data or the user accounts.
3.1.3 Ownership
Any rights, title and interest (including any Intellectual Property Rights) in or to the Platform and/or Software, shall at all times remain the sole and exclusive property of WCD and/or its affiliates, or licensors, and the Customer shall obtain no rights, title or interest (including without limitation Intellectual Property Rights) in the Platform or Software except the rights expressly granted hereunder.
All Customer Data is and shall remain the property of Customer, and Customer retains any and all rights, title and interest (including Intellectual Property Rights) in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof, except the rights expressly granted hereunder.
3.2 Confidentiality
Each Party (as the Receiving Party) understands that the other Party (as the Disclosing Party) has disclosed or may disclose business, technical or financial information or knowhow relating to the Disclosing Party’s business, products, customers, suppliers or product development plans whether disclosed orally, in writing or in any format or medium and whether prior to or after the Effective Date (Proprietary Information of the Disclosing Party, as defined in in chapter 4: Definitions). Proprietary Information of WCD includes but is not limited to any non-public information regarding features, functionality and performance of the Platform. Proprietary Information of the Customer includes any and all Customer Data.
The Receiving Party agrees:
- to take appropriate precautions to protect such received Proprietary Information against theft, damage, loss and any unauthorized disclosure or use,
- to only use such received Proprietary Information if and to the extent necessary for the performance of the Agreement,
- not to divulge to any third person any such received Proprietary Information without the prior written consent of the Disclosing Party
- only disclose any received Proprietary Information to its employees, officers, directors and consultants who have a strict need to know it for the execution of the Receiving Party’s obligations set forth herein and who are bound by confidentiality obligations as least as stringent as those set forth herein prior to any such disclosure.
The Disclosing Party agrees that the confidentiality obligations set forth in Section 3.2 shall not apply with respect to any information that the Receiving Party can prove:
- is or becomes generally available to the public, or
- was in its possession or known by it prior to receipt from the Disclosing Party, or
- was rightfully disclosed to it without restriction by a third party who was not bound by a confidentiality obligations, or
- was independently developed without use of any Proprietary Information of the Disclosing Party, or
- is disclosed pursuant to the requirements of law, regulation, or court order, provided that the Receiving Party will promptly inform the Disclosing Party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.
- The confidentiality obligations set forth in the Section will survive for five years after the termination or expiration of the Agreement.
3.3 Payment terms
The Customer will pay WCD the Fees in accordance with the terms therein. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro.
If Customer disputes any portion of an invoice, Customer must contact WCD no later than 1 week after the invoice date on the first billing statement in which the error or problem appeared together with any appropriate information supporting Customer’s position, in order to receive an adjustment or credit. Inquiries should be directed to WCD’s customer support department via [email protected]. In any event, the undisputed portion of an invoice shall be paid as set forth herein.
Invoices by WCD are due and payable by the Customer within thirty (30) calendar days from the invoice date. Any amounts not paid when due shall bear interest at the rate of one percent (1 %) per month on any outstanding balance, or the maximum permitted by law, whichever is higher, which interest shall be compounded daily as of the due date until receipt of full payment by WCD, plus all expenses of collection.
If Customer fails to pay any outstanding amounts within thirty (30) calendar days from receipt of a written payment default notice, WCD may terminate the Agreement or alternatively, in its sole discretion, suspend its obligations and/or the Customer rights granted hereunder by written notice to Customer until full receipt of payment of any such outstanding payments.
Delivery and execution terms are supplied as an indication only. Not matching these periods cannot lead to a compensation of any kind.
3.4 Term and termination
3.4.1 Term and renewal
Subject to the termination provisions below, the Agreement is for the Initial Term as specified in the Order Form for the Platform, and shall be automatically renewed for additional periods of the same duration as the Initial Term (a Renewal Term) (collectively, the Term), unless either Party requests non-renewal at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term.
3.4.2 Termination for cause
In addition to any other remedies it may have, either Party may also terminate the Agreement upon thirty (30) days’ notice by written notice, if the other Party materially breaches any of the terms or conditions of the Agreement and fails to cure such breach within fifteen (15) calendar days from the date of the breaching Party’s receipt of such notice.
3.4.3 Termination for bankruptcy
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.
3.4.4 Consequences of termination
Upon
- the first request of the Disclosing Party or
- the 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:
- return all of the Proprietary Information of the Disclosing Party and all copies thereof in the Receiving Party’s possession or control to the Disclosing Party; or
- destroy all Proprietary 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 its compliance with the foregoing.
Upon termination for any reason whatsoever of the Agreement:
- Customer will promptly pay all Fees and other amounts payable for the full Term, except in the event of a termination by the Customer pursuant to Section 3.4.2 or 3.4.3. in which case the Customer must promptly pay all Fees and other amounts payable hereunder up to the actual termination date.
- WCD will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following the termination of the Agreement, but thereafter WCD shall delete any and all stored Customer Data (including any Personal Data).
3.5 Warranty and disclaimer
WCD shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform and shall perform any Implementation Services in a professional and workmanlike manner.
The Platform may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, performed either by WCD or by third-party providers, or because of other causes beyond WCD’s reasonable control, but WCD shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
3.5.1 Warranties by Customer
Customer represents, covenants, and warrants that Customer will use the Platform only in compliance with all applicable laws and regulations and the terms set forth herein.
3.5.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, IMPLEMENTATION SERVICES AND ADVISORY SERVICES ARE PROVIDED “AS IS”. WITHOUT PREJUDICE TO THE LEGAL WARRANTIES (IF AND TO THE EXTENT APPLICABLE), WCD MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, COVENANTS OR REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (IMPLIED) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND SUITABILITY WITH RESPECT TO THE USE, MISUSE OR INABILITY TO USE THE PLATFORM, IMPLEMENTATION SERVICES OR ADVISORY SERVICES. WCD DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR ANY IMPLEMENTATION SERVICES. THE PARTIES AGREE EXPLICITLY THAT WCD IS BOUND ONLY BY BEST-EFFORTS OBLIGATIONS, UNLESS OTHERWISE INDICATED.
3.5.3 Warranties by WCD
WCD confirms and certifies that the technologies used in the Platform do not violate any Intellectual Property Rights; thus, that WCD fully owns/licenses the related technologies or that WCD does not violate any existing ones.
3.6 Limitation of liability
3.6.1 Indirect damage
To the maximum extent permitted by law, the Parties and their suppliers exclude any and all liability (whether in contract, warranty or tort or any other theory) to the other Party or any third person for any indirect, exemplary, incidental, special or consequential damages (including but not limited to any loss, inaccuracy or corruption of data or costs of procurement of substitute goods, services or technology, loss of profits, loss of business, reputational damages or opportunity loss) arising out of or relating to the Agreement, even if Parties have been notified of the possibility of such damages.
3.6.2 Direct damage
Without prejudice to Section 3.6.1, WCD’s aggregate liability arising out of or in connection with the Agreement, whether in contract, warranty, tort or otherwise, shall not exceed the total Fees (excl. taxes) paid by the Customer to WCD during the twelve (12) month period preceding the date of the act that gave rise to WCD’s liability, whether or not WCD has been advised of the possibility of such damages.
3.6.3 Extracontractual claims
Within the legal limitations, any non-compliance by either Party will only be subject to the Agreement and, on a supplementary basis, general contract law, excluding extracontractual liability, regardless of whether the non-compliance constitutes a wrongful act. Within the legal limitations, any extracontractual liability claim on the basis of non-compliance by an agent or representative of a Party is excluded, regardless of whether the non-compliance constitutes a wrongful act.
3.7 Data Protection
3.7.1 Data Protection
During the performance of this Agreement, WCD shall process Personal Data in conformity with the GDPR, other applicable data protection regulations (if any), and WCD’s privacy policy.
3.7.2 WCD acting as a Data Controller
In cooperation with Customer, WCD provides the Platform to the Customer and its users. WCD and Customer act as independent Data Controllers as the purposes for the processing of Personal Data differ.
WCD manages the login credentials for the user profiles of the users of the Platform. WCD acts as an independent Data Controller when the processing of these login credentials is based on article 6.1 (b) GDPR, as the processing is necessary for the provision of the services to the user through the Platform. Should a user refuse to provide certain essential data, WCD reserves the right to refrain from dealing with the user’s question or request.
WCD processes the Personal Data for its own purposes in order to develop, research, process, safeguard, modify and improve the Platform and to customise the information provided to the user on the Platform based on its legitimate interest.
Customer processes Personal Data of users in order to manage the Platform, curating and maintaining stakeholder related content, facilitating collaboration among users, and overseeing communications and administrative processes (including user onboarding and invoicing) in line with its own objectives.
The processing of Personal Data for these purposes shall be subject to the following provisions.
Each Party, as a Data Controller, shall ensure that the Personal Data for which they are responsible and held on their system for the defined purposes are managed in a manner compliant with the GDPR (if applicable) and the applicable national data protection legislation. Each Party shall inform the other Party if he cannot comply with the provisions of this Agreement or the GDPR, without undue delay, and grants the right to the other Data Controller to suspend the disclosure and transfer of Personal Data.
Both Parties undertake to inform data subjects of the processing purposes that each Party will perform with the Personal Data and shall provide all the information that the Party must provide in accordance with articles 13 and 14 of the GDPR.
Each Data Controller shall separately manage the commercial and data management activities of their respective Data Processors. The Data Controller shall only provide such Personal Data to their respective Data Processors as they may reasonably require to provide their services. The Data Controller guarantees that he shall use only Data Processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the GDPR and ensure the protection of the rights of the data subjects. The processing of Personal Data by a Data Processor shall be governed by a data processing agreement containing all mandatory provisions as defined by article 28.3 of the GDPR.
The Parties shall not retain or process the Personal Data for a period that is longer than necessary to carry out the purposes of the processing. The Personal Data may be processed for a longer period to comply with any statutory or professional retention periods.
Each Party shall ensure data subjects may effectively exercise their data subject’s rights for the processing purposes each Party is accountable for. Data subjects have the right to obtain certain information about the processing of their Personal Data through an access request. Data subjects also have, within the limits and restrictions of articles 15 to 23 GDPR, the right to rectification, the right to erasure of their Personal Data, the right to restriction of processing, the right to data portability and the right to object to the processing of Personal Data. If one Party receives a request from a data subject for a specific processing purpose where the other Party determines the means and purposes, the request shall be transferred immediately to the other Party which shall respond to the request within 1 (one) month of reception of the request by the one Party.
Each Party shall be liable for the damage caused by its actions or omissions regarding their respective data processing activities. Each Party shall be solely liable for the damages caused by its respective Data Processors. The Data Controller which appointed the Data Processor causing the damages shall indemnify the other Data Controller for all damage caused by its respective Data Processor.
Each Party shall inform the other Party and the data subjects of their point of contact through their respective privacy policy.
WCD shall take reasonable measures to ensure the security of the Platform and Software. The Customer acknowledges however that WCD cannot exclude that a third party may breach such security, affecting the Platform and Software, and accepts that WCD bears no liability in this respect.
The Customer acknowledges that information it provides with regard to companies and its administrators may not be used for marketing purposes, nor to commercialise the financial information with regard to the companies as this is contrary to article 2:30 of the Code of Companies and Associations.
3.7.3 WCD acting as a Data Processor
WCD acts as a Data Processor when it processes Personal Data solely to achieve the specific purpose of the Customer, who qualifies as a Data Controller through its Platform. The Customer shall manage the login credentials of the users and shall collect, manage, and share information across stakeholders to enable use cases such as stakeholder engagement, market insights, and the facilitation of collective intelligence in the context of ecosystem collaboration and open exchange.
The Customer and/or user acting as a Data Controller shall have a legal basis according to Article 6.1 of the GDPR through the Platform and shall inform the data subjects about the Processing of their Personal Data through the Platform by the means of a privacy policy. The Personal Data collected are not processed by WCD for its own purposes unless explicitly and priorly agreed upon by the user through an opt-in scenario.
The Customer, as a Data Controller, and WCD, as a Data Processor, shall respect the following data processing provisions pursuant to art. 28.3 GDPR:
The Data Processor shall exclusively and always process the Personal Data in the name and on behalf of the Data Controller. The Data Processor only processes the Personal Data for the performance of its obligations under the Agreement and the written instructions of the Data Controller. The Data Processor is not allowed to process the Personal Data in any form and in no way for his own account nor for the account of a third party, unless explicitly and priorly agreed upon by the Customer and/or user through an opt-in scenario.
The Customer acknowledges and agrees that such Personal Data may be transferred or stored in Belgium and/or in any other country in the European Union in order to provide access to the Platform and to carry out Implementation and/or Advisory Services, and WCD’s other obligations under the Agreement. The Data Processor cannot transfer Personal Data to a country outside the European Economic Area (i.e. at the moment the European Union, Liechtenstein, Iceland and Norway) unless that country or the undertaking(s) concerned (including companies linked to the Data Processor) to which the Personal Data are transferred guarantee(s) an adequate level of protection of Personal Data, and the Data Controller has given its prior written consent to the transfer.
In accordance with the foregoing, the Customer explicitly grants WCD its permission to
- store such Personal Data within the European Union, and
- process such Personal Data to allow Customer to make use of the Platform and the provision and exploitation of the Platform by WCD and the Advisory Services;
The Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to WCD, so that WCD may lawfully process, store and transfer the Personal Data in accordance with the Agreement on the Customer’s behalf;
The Customer shall ensure that the relevant third parties (such as the data subjects) have been informed of, and have signed the appropriate legal mechanisms which provide at least a similar protection of Personal Data as provided in the present Agreement, for such use, processing, storage and transfer as compliant with applicable data protection legislation and industry standards;
The Customer authorizes WCD to use subprocessors for the processing of Personal Data in accordance with the Agreement but WCD shall not enlist another Data Processor or replace a Data Processor without the authorisation of the Customer;
Any employees, consultants, agents or other staff members of WCD that are granted access to any Personal Data shall be bound by an appropriate confidentiality obligation;
WCD agrees to make any information available to the Customer to demonstrate its compliance with the provisions herein and shall contribute to an audit by the Customer or a third party auditor appointed by the Customer upon reasonable notice for the purposes of assessing WCD’s compliance with the provisions herein.
The Data Processor undertakes to assist the Data Controller in determining whether a data protection impact assessment is necessary. If the Data Controller is of the opinion that a data protection impact assessment must be conducted, the Data Processor commits itself to assist the Data Controller, upon its written request, in executing the data protection impact assessment.
The Data Processor shall immediately transfer to the Data Controller any data subject’s request or question in connection with the (processing of) Personal data. The Data Controller shall decide on the response to be given in that regard. On request of the Data Controller, the Data Processor shall assist and support the Data Controller in responding to such data subject’s requests insofar reasonably possible for the Data Processor. To the extent that the Data Processor itself has communicated Personal Data to third parties, it shall without delay transfer to these third parties every Personal Data’s alteration, erasure or restriction of which it becomes aware;
Each Party shall take appropriate technical and organizational measures appropriate to the potential risks against unauthorized or unlawful processing of the Personal Data or its accidental loss, destruction or damage and WCD shall notify the Customer without undue delay becoming aware of any data breach. The Data Processor provides the Data Controller upon the notification of the incident, or if this is not feasible without undue delay after the notification of the Personal Data breach, with the following information regarding the Personal Data breach:
- the nature of the Personal Data breach,
- where possible the categories of data subject(s),
- the estimated amount of data subject(s),
- the categories of Personal Data,
- the estimated amount of Personal Data,
- the name and contact details of the data protection officer if the Data Processor has appointed such an officer, or in the event that there is no data protection officer, another contact point where more information on the Personal Data breach can be obtained,
- the likely consequences and risks, including the likely consequences and risks for the data subjects,
- the measures taken to address the Personal Data breach, including, where appropriate, the measures to mitigate its possible adverse effects.
The Data Processor shall assist the Data Controller as much as possible when reporting a Personal Data breach to the supervisory authority and/or the data subject(s). The Data Processor shall in any event respond on a priority basis to any question/request from the Data Controller regarding the Personal Data breach.
Upon termination of the Agreement, all Personal Data and any physical or electronic copies thereof must be immediately provided to the Data Controller in a structured, commonly used and (machine) readable format. The Data Processor shall, at the choice of the Data Controller, delete all Personal Data, at the end of the provision of services relating to data processing and deletes existing copies unless the storage of the Personal Data is required on the basis of EU law and/or local laws.
3.8 Miscellaneous
3.8.1 Severability
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
3.8.2 Non-assignable
The Agreement is not assignable, transferable or sub-licensable by Customer except with WCD’s prior written consent. WCD may transfer and assign any of its rights and obligations under the Agreement without Customer’s consent.
3.8.3 Waiver
No failure or delay by a Party hereto in exercising any right, power or remedy under the Agreement, and no course of dealing between the Parties hereto, shall operate as a waiver of any such right, power or remedy of the Party.
3.8.4 Force majeure
In the event that any Party is prevented from performing or is unable to perform any of its non-monetary obligations under the Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, telecommunications, network, computer, server or Internet downtime, or any other cause beyond the reasonable control of the Party invoking this Section, and if such Party shall have used reasonable efforts to mitigate its effects, such Party shall give prompt written notice to the other Party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences (or such longer period as is required as reasonably demonstrated by the affected Party).
3.8.5 Entire agreement
The Agreement (including the exhibits and referenced documents) represents the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement.
3.8.6 Modifications
The Agreement may be modified or amended only by written agreement of the Parties.
3.8.7 No agency
No agency, partnership, joint venture, or employment is created as a result of the Agreement and Customer does not have any authority of any kind to bind WCD in any respect whatsoever.
3.8.8 Notices
All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; two days after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
3.8.9 Survival
All sections of the Agreement which by their nature should survive termination or expiration will survive termination or expiration.
3.8.10 Applicable law and jurisdiction
The laws of Belgium without regard to its conflict of laws provisions shall govern the Agreement (and any other agreement with WCD). The Parties shall first try to settle any dispute between them amicably and in good faith negotiations, within a thirty-day period. If no settlement can be reached within that time period, any dispute with respect to the validity, interpretation or execution of the Agreement will be finally settled by the competent Dutch courts of Brussels, Belgium.
4. Definitions
Agreement: These terms and conditions, including referenced documents such as the signed Order Form for the Platform or the Advisory Services Order Form, including the Exhibits thereto.
Advisory Services: Consultancy services and reports provided by WCD to Customer based upon analytics, advice and implementation plans whether or not in conjunction with a Platform implementation.
Claim: Founded and well-substantiated claim brought by a third party.
Customer: Legal entity as can be identified on the signed Order Form.
Customer Data: All non-public data, information or materials provided by Customer to WCD to enable the provision of the Platform or the Advisory Services.
Data Controller: The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
Data Package: The combination of Sources and Enrichers that Customer has ordered through the Order Form and which define the number of actors that can be enriched.
Data Processor: The natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller.
Disclosing Party: The Party making Proprietary Information available to the Receiving Party.
Documentation: All documentation provided by WCD to the Customer relating to the Platform or any part thereof.
Effective Date: The date mentioned on the Order Form which indicates the start date of the Agreement between WCD and Customer.
Enricher: The functionality of the Platform which combines a specific number of Sources in order to add information from the Sources to a specific actor.
Fees: The fees specified on the Order Form for either the Platform , the Implementation Services or the Advisory Services respectively.
Functional Data: Any functional learnings resulting from the analysis or processing of any Customer Data in an aggregated way by WCD;
GDPR: Regulation EU 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data.
Implementation Services: The services stated on the Order Form required to adapt the Platform to the specific requirements of the Customer.
Initial Term: The first term of the Agreement as indicated on the Order Form starting on the Effective Date.
Intellectual Property Rights: Any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights; (e) layout design rights, design rights, (f) rights pertaining to trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.
Order Form: The order form entered into between the Customer and WCD for the use of the Platform and/or the Advisory Services duly signed by both Parties’ representatives.
Party/ Parties: The Customer and/or WCD.
Personal Data: any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, an address, location data, an e-mail address, a telephone number, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Platform: a repository hosted on www.datascouts.eu or www.datascouts.ai containing information on actors and their relationships which is controlled by a Customer of WCD.
Portal : the services WCD offers in the Platform hosted on the domains www.datascouts.eu and www.datascouts.ai, to automatically & continuously harvest information and to visualize, monitor and benchmark the evolution of the market and the stakeholder landscape.
Proprietary Information: Any business, technical or financial information or knowhow relating to the Disclosing Party’s business, products, customers, suppliers or product development plans whether disclosed orally, in writing or in any format or medium and whether prior to or after the Effective Date.
Receiving Party: The Party receiving Proprietary Information from the Disclosing Party.
Renewal Term: Each consecutive term following the Initial Term, for additional periods of the same duration as the Initial Term.
Software: The underlying software of the Portal, in both source code and object code forms, including but not limited to any and all modules, applications, performances, data, databases, improvements, corrections, modifications, design and architecture, function specifications, analysis and performance information, updates, enhancements, routines and sub routines thereof and all source and other preparatory materials relating thereto, including but not limited to user requirements, functional specifications and programming specifications, ideas, principles, algorithms, flow charts, logic, logic diagrams, orthographic representations, file structures, coding sheets, coding.
Sources: The data providers used by the Platform to enrich actor profiles. The use of the data retrieved through these data providers is governed by the terms and conditions of the Sources.
Term: The Initial Term and consecutive Renewal Term(s).
Exhibit A Service Level Terms
Obligations of WCD with regard to the DataScouts hosting service.
1. SECURITY
WCD shall establish and maintain safeguards and controls against the destruction, loss, or alteration of Customer Data; establish and maintain safeguards against unauthorized access to the hosting infrastructure and Customer Data; and establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to the Platform.
2. INTRUSION DETECTION
WCD will maintain an intrusion detection system (“IDS”) designed to detect malicious behaviours that can compromise the security of the hosting infrastructure and the Platform. The includes network attacks against vulnerable services, data driven attacks on WCD Services, host based attacks such as privilege escalation, unauthorized logins and access to sensitive files, and viruses.
3. BACK-UPS
WCD will back up all of the Customer Data on a daily basis onto an electronic storage medium.
Customer Data that has been backed up will be encrypted in transit and stored securely. Backups will be performed as follows:
- daily backups will be completed and retained for 7 days,
- weekly backups will be completed and retained for 5 weeks, and
- monthly backups will be completed and retained for 3 months.
4. DISASTER RECOVERY
WCD will maintain a disaster recovery plan that documents the procedures to follow in the event of a disaster that is expected to result in an extended interruption in the hosting services.
5. PERFORMANCE GUARANTEES
For the purpose of the Section, “Available” shall mean that the Platform is operational and is available to communicate with the Internet in WCD’s server location.
During the Term, the Platform shall be Available at least 99.9% of the time, as measured on a calendar month basis by WCD (the “Uptime Commitment”). WCD is entitled to announce a planned downtime for the purpose of performing an upgrade or a scheduled maintenance (“Planned Downtime”). Such Planned Downtime will not be considered as a lack of Availability to assess compliance with the Uptime Commitment.
In the event WCD fails to meet the Uptime Commitment, the Customer’s sole and exclusive remedy for such failure shall be the extension of the Term by one (1) week at no incremental cost.
The Uptime Commitment shall not apply to the extent that the failure to achieve the Uptime Commitment is due to
- circumstances caused by factors outside of WCD’s reasonable control, including any force majeure or internet access or related problems beyond the demarcation point of WCD,
- any negligence or misuse of the Platform by or on behalf of the Customer,
- (interaction with) Customer’s equipment, software or other technology and/or third-party equipment, software or other technology.
Any Planned Downtime due to an upgrade implementation will not take longer than two (2) hours biweekly and will happen at a regularly scheduled time during the following period: Saturdays or Sundays only, between 6am and 12pm CET (the “Maintenance Window”).
The actual scheduled downtime for upgrade implementation will in principle not exceed thirty (30) minutes. WCD shall notify Customer of any Planned Downtime that is expected to be over one (1) hour, at least two (2) weeks before it occurs. In exceptional cases where it would be impossible to schedule the upgrades or maintenance during the Maintenance Window, WCD will inform the Customer of such exceptional intervention at least two (2) weeks in advance.
For the avoidance of doubt, it is specified that WCD shall be entitled to announce a Planned Downtime at any time, even outside the Maintenance Window, without any prior notification provided that such Planned Downtime is deemed necessary by WCD in its sole discretion to perform any urgent maintenance or upgrade to the Platform.
Exhibit B – Support Terms
For the purpose of the Exhibit B, the following definitions shall apply:
“Incident” shall mean each report, question, request, complaint or observation about the Platform or any part thereof, within the scope of the Agreement, in particular each production call raised in the WCD helpdesk about perceived incorrect behaviour of the Platform or its infrastructure.
The Customer may contact WCD to report any Incidents. WCD will provide technical support to Customer via both telephone and e-mail to [email protected].
The WCD customer support is available in person on working days in Belgium, from 9:00 AM to 5:00 PM CET (“Support Hours”).
WCD will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day (calculated during Support Hours). Provided the Customer has provided WCD with the required access and assistance in a timely fashion, WCD shall use its commercially reasonable efforts to investigate and rectify an Incident reported to WCD. Such reasonable efforts include all efforts that a reasonable person in the position of WCD would use so as to investigate and rectify such Incident but do not include taking any actions that would, individually or in the aggregate, cause WCD to incur costs or suffer any other detriment, out of reasonable proportion to the benefits of WCD under the Agreement.
Exhibit C - Enrichers
In order for the Platform to automatically & continuously harvest the most accurate information and to visualize, monitor & benchmark the evolution of the portfolio of actors linked to the Customer, the Platform uses various Enrichers.
The Platform provides the data through a set of Enrichers “as is” without any warranty for their completeness and correctness at the Sources level. The use of the data retrieved through these Enrichers is governed by the terms and conditions of the Sources.
The Customer acknowledges that CrunchBase data will only be made available within the Platform and leveraged in calculating growth scores and ranks. CrunchBase data will not be made downloadable via exports (i.e. csv format) or shared via API with 3rd party platforms. The CrunchBase data will not be transferred to or become ownership of the Customer but can be used to the fullest extent to monitor actor progress via the Platform. Regarding funding information, the Platform will display aggregated funding information (total number of funding rounds and total amount of funding raised) as well as new funding rounds.
Last update: 14/08/2025
