Apicbase NV – 2024. All Rights reserved
Apicbase is the most complete F&B management platform for multi-unit restaurants, hotels, ghost kitchens.
CAREFULLY REVIEW THE APICBASE TERMS AND CONDITIONS BEFORE PROCEEDING.
THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL BUSINESS RELATIONSHIPS BETWEEN APICBASE AND YOU.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS IS INDICATED BY THE SIGNING OF A CONTRACT OR QUOTE THAT EITHER REFERS TO OR INCLUDES THESE TERMS AND CONDITIONS. BY DOING SO, YOU CONSENT TO ABIDE BY THE STIPULATIONS AND CONDITIONS OUTLINED IN THESE TERMS AND CONDITIONS.
IF YOU ARE SIGNING THE CONTRACT OR QUOTE ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, IT IMPLIES THAT YOU HAVE THE NECESSARY AUTHORITY TO COMMIT THAT ENTITY TO THE TERMS OF THESE TERMS AND CONDITIONS.
IN SUCH A CASE, THE TERMS "YOU" AND "YOUR" AS EMPLOYED IN THESE TERMS AND CONDITIONS SHALL DENOTE THE SAID ENTITY.
THE LAST UPDATE TO THE TERMS WAS POSTED ON [11/11/2024].
2.1 These Terms and Conditions apply to the Agreement and the whole business relationship between You and Apicbase, except when expressly agreed otherwise.
2.2 You acknowledge and agree that the Authorised Users accessing and using the Software need to accept the updated Terms and Conditions from time to time and are acting hereby on behalf of You as Your authorized legal representative. The acceptance of the updated Terms and Conditions by the Authorised Users shall be deemed as acceptance by You.
Apicbase agrees to provide notice to You regarding any updates or changes to these Terms and Conditions. Such notice shall be sent to the notice address provided by You in writing or via email. You agree that the notice sent to the provided address shall constitute valid notice to You.
3.1 For the duration of the Subscription Term, You have the revocable, non-exclusive, non-assignable, non-sublicensable, royalty free, limited right to use the Software and Services solely for Your internal business operations and subject to the terms of the Agreement. You are responsible for Your Authorised Users’ compliance with the Agreement. The Software is provided as described in, and subject to, the software policies referenced in the Contract.
3.2 You agree that You do not acquire under the Agreement any licence to use the Software specified in the Contract in excess of the scope and duration as specified in the Agreement.
4.1 You shall, unconditionally and at any time, retain the Intellectual Property Rights to and ownership of Your Data. You hereby grant to Apicbase a non-exclusive, royalty-free licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Your Data to the extent reasonably required for the performance of Apicbase’s obligations and the exercise of Apicbase’s rights under this Agreement. You also grant to Apicbase the right to sub-license these rights to its hosting, connectivity, telecommunications service providers and other subcontractors to the extent reasonably required for the performance of Apicbase’s obligations and the exercise of Apicbase’s rights under this Agreement, subject to any express restrictions elsewhere in these Terms and Conditions.
By transmitting Data to or through the Software, You represent and warrant that Data, or the transfer thereof does not infringe, violate or misappropriate any third party right, including any Intellectual Property Right.
If the Data should ultimately be found to infringe the Intellectual Property Rights of a third party and Apicbase receives a claim pursuant to the use of such Data, You will indemnify Apicbase against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Apicbase arising out of or in connection with any breach of the warranties contained in this clause.
Other than its security obligations, Apicbase assumes no responsibility or liability for Your Data. You will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Your Data.
4.2 Apicbase or its licensors retain all ownership and Intellectual Property Rights to the Software, Services and, where applicable, Apicbase hardware. Apicbase retains all ownership and Intellectual Property Rights to anything developed and delivered under the Agreement. Nothing in this Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Software, Apicbase Software and/or Services (and any updates, changes or improvements thereof) to You. Except for the limited license granted pursuant to this Agreement, no other rights in respect of the Software and Services shall be granted or transferred to You.
You may not remove or modify any markings or any notice of Apicbase’s or its licensors’ proprietary rights.
4.3 Apicbase exclusively retains all Intellectual Property Rights and any other right, title and interest in all models, observations, reports, analyses, statistics, databases and other information created, compiled, generated or derived by it from a server, network or traffic data generated by Apicbase in the course of providing the Services (“Network Data”). Apicbase shall have the right to use Network Data for purposes of providing, maintaining, developing and updating Software and Apicbase Software, including any related logs, as necessary to perform and improve the Services. To the extent the Network Data includes any Personal Data, Apicbase will handle such Personal Data in compliance with applicable Data Protection Laws.
Apicbase may compile Network Data related to the performance of the Services and may make such information publicly available, provided that such information does not incorporate Your Data and/or identify Your Confidential Information and/or include Your company’s name. Apicbase retains all Intellectual Property Rights in such information.
5.1 Subject to Your subscribing to the Services as set out in the Contract, the restrictions set out in this clause 5 and the other provisions of these Terms and Conditions, Apicbase hereby grants You a limited, non-exclusive, non-transferable and revocable right to permit Authorised Users to use the Software, Apicbase Software, Support Services and the Software Documentation during the Subscription Term solely for Your internal business operations. Authorised Users can be either Library Users or Outlet Users.
5.2 Each Outlet is provided with a standard allocation of three (3) user licenses (“Users”). These Users are specifically assigned to the designated Outlet and may not be redistributed or pooled with Users from other Outlets. Exceeding the standard number of Users per location is only permitted through an additional licensing agreement.
5.3 Each Outlet (as defined in the agreement) is specifically assigned to a predetermined concept or location. Outlets may not be transferred or reassigned to another location or concept without prior written consent.
5.4 In relation to the Authorised Users, You undertake that:
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, Apicbase Software and/or the Software Documentation and, in the event of any such unauthorised access or use, promptly notify Apicbase.
The rights provided under this clause are granted to You only and shall not be considered granted to any subsidiary or holding company of You, unless expressly authorised within the Agreement.
6.1 You agree not to access, store, distribute or transmit any viruses or any material (including any third party content) during the course of its use of the Services that: (i) is unlawful, false, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is or promotes discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; (vi) constitutes an infringement of Intellectual Property Rights or other proprietary rights, (vii) causes damage or injury to any person or property; or (viii) otherwise violates applicable laws, ordinances or regulations.
In addition to any other rights granted to Apicbase under the Agreement, Apicbase reserves the right to remove or disable access to any Data or material that violates the foregoing restrictions. Apicbase shall have no liability to You in the event that Apicbase takes such action. You agree to defend and indemnify Apicbase against any claim arising out of a violation of Your obligations under this clause.
6.2 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
6.3 Apicbase reserves the right, without liability to You, to disable Your access to any part or all Services following breaches of the provisions of this clause.
6.4 If You should ultimately be found to infringe this clause or any other warranty or obligation made in this Agreement, and Apicbase receives a claim of a third party pursuant to such infringement, then You will indemnify Apicbase against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Apicbase arising out of or in connection therewith.
Apicbase may use tools, scripts, software and utilities (collectively, the “Tools”) to monitor and administer the Software, and to help resolve Your Apicbase service requests.
The Tools will not collect, report or store any of Your Data residing in the Library, except as necessary to troubleshoot service requests or other problems in the Service. Data collected by the Tools (excluding production data) may also be used to assist in managing Apicbase’s product and service portfolio and for licence management.
You agree that (i) except as set forth in the following paragraph, You may not access or use the Tools, and (ii) You will not use or restore the Tools from any tape backup at any time following termination of the Agreement.
If Apicbase provides You with access to or use of any Tools in connection with the Software, Your right to use such Tools is governed by the licence terms that Apicbase specifies for such Tools; however, if Apicbase does not specify licence terms for such Tools, You shall have a non-transferable, non-exclusive, non-sublicensable and limited right to use such Tools solely to facilitate Your administration and the monitoring of Your Library, subject to the terms of the Agreement.
Any such Tools are provided by Apicbase on an “as is” basis and Apicbase does not provide technical support or offer any warranties for such Tools. Your right to use such Tools will terminate upon the earlier of Apicbase’s notice (which may be through posting on https://support.apicbase.com or such other URL designated by Apicbase), the end of the Subscription Term, or the date that the licence to use such Tools ends under the licence terms specified for such Tools.
8.1 You expressly acknowledge that the operation of the Software may require that You have or obtain, at Your sole cost and expense, appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication software, environments and/or other third party software, as further detailed in the Contract. Where these are not agreed to be delivered by Apicbase, they shall be Your sole responsibility.
8.2. The Software is offered as a managed hosted solution. Hosting services (“Hosting Services”) are provided by Apicbase’s hosting partner, Amazon Web Services. You acknowledge- and agree to accept and comply with the terms of use of Apicbase’s hosting partner, available here: https://aws.amazon.com/service-terms/ (“Hosting Terms”).
8.3 The Software may enable You to add links to websites and access to content, products and software of third parties, including users, advertisers, affiliates and sponsors of such third parties. Apicbase is not responsible for any third party websites or third party content provided on or through the Software and You bear all risks associated with the access and use of such websites and third party content, products and software.
8.4 Third Party Technology that may be appropriate or necessary for use with the Software, is specified in the Software Documentation or Contract as applicable. Your right to use such Third Party Technology is governed by the terms of such third party. For the avoidance of doubt, the use of such Third Party Technology and any possible errors resulting from such use, do not fall within the scope of this Contract nor of the Support Services to be provided under this Contract.
8.5 Apicbase shall not be held liable in any way for any damages resulting from the use of any Third Party Technology.
Any audit with respect to the usage of the Apicbase Software and Software and, in particular, the monitoring of the use of the Software, will be executed remotely through the Software. This monitoring is mainly focused on, but not strictly limited to, tracking the amount of Outlets for improvement purposes and monitoring the amount of performed Customer Success Services- and Professional Services.
Otherwise, You agree to allow Apicbase the right to audit Your use of the Software and Services at any time, upon 14 calendar days advanced written notice. Such audit will not unreasonably interfere with Your business activities and take place during Normal Business Hours. You will cooperate with the audit, including by providing a by Apicbase designated third party auditor access to any books, computers, records or other information that relate or may relate to use of the Software and Services.
In the event that an audit reveals use of the Software and/or Services in violation of the terms of the Agreement, You will reimburse Apicbase for the reasonable cost of the audit within 15 calendar days of notice of the audit results, in addition to such other rights and remedies that Apicbase may have.
You agree that Apicbase shall not be responsible for any of Your costs incurred in cooperating with the audit.
10.1 You acknowledge that the Software and Services are provided “as is”. You agree that You have not relied on the future availability of any Software, Apicbase Software or updates in entering into the Agreement; however, the preceding does not relieve Apicbase of its obligation to deliver Software that You have ordered per the terms of the Agreement. Apicbase makes no additional warranties, implied or express (including warranties of merchantability and fitness for a particular purpose).
10.2 If the Software provided to You does not perform as warranted for any given month during the Subscription Term, You must provide written notice to Apicbase no later than five Business Days after the last day of that particular month or within such other period stated in the Contract.
10.3 APICBASE DOES NOT GUARANTEE THAT THE SOFTWARE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED. YOU ACKNOWLEDGE THAT (I) APICBASE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND (II) THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. APICBASE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
If specified in the Contract, You may use the Software for trial, non-production purposes, subject to these Terms and Conditions. The Software acquired for trial purposes is provided “as is” and Apicbase does not offer any warranties for the trial use of such Software.
12.1. Apicbase can provide the Services to You during the Subscription Term, on and subject to the terms of the Agreement.
12.2. Apicbase will exercise reasonable care and skill in performing the Services and on a best-efforts basis only. The obligation to perform the Services is an obligation of means (“middelenverbintenis”) and will not bind Apicbase to achieve a predefined result. The Services will be performed in complete independence and Apicbase will plan its activities (including the allocation of its resources) as it sees fit.
12.3. The provision of the Services is at all times subject to Your cooperation in good faith. In particular, and without prejudice to the generality of the foregoing, You will provide on a timely basis any accesses, approvals, business rules and information as necessary to allow Apicbase to perform the Services.
12.4. You acknowledge that the Services are online, subscription-based products and that in order to provide improved customer experience, Apicbase may (i) make changes to the Services and (ii) update the applicable Software Documentation accordingly. Subject to Apicbase’s obligation to provide Services under the existing Subscription Terms as stipulated in the Contract, Apicbase can discontinue any non-essential Services or any portion or feature thereof at any time without liability to You.
12.5. The additional services Apicbase can offer include (i) Support Services, (ii) Customer Success Services, (iii) Professional Services and (iv) maintenance services.
12.6. Support Services
12.7. Customer Success Services
As agreed between Apicbase and You in the relevant Contract or Quote, Apicbase shall perform the set-up and/or configuration of the Software in accordance with the description and rates set out in the applicable Contract or Quote.
12.8. Professional Services
Upon agreement between Apicbase and the Customer as specified in writing in the relevant Contract or Quote, Apicbase may provide Professional Services to You. Unless stated differently in the particular Contract or Quote, all Professional Services are charged as a fixed non-refundable fee and will be billed on a time-and-material basis.
12.9. Maintenance services
You acknowledge that in order to ensure a correct functioning of the Software, maintenance services are needed from time to time. Apicbase shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavours to minimise the impact on Your day-to-day business. Apicbase shall use commercially reasonable endeavours to make the Software available 99% of the time, except to:
13.1 You agree to pay for all Services ordered as set forth in the applicable Contract or Quote. The Fees due under these Terms and Conditions can consist of: (i) a Subscription Fee; (ii) a Customer Success Services Fee; and (iii) a Professional Services Fee.
All Fees due under the Agreement (as stated or referred to herein): (i) shall be payable in euro; (ii) are non-cancellable and non-refundable; (iii) are exclusive of value added tax or other taxes imposed by applicable law, which shall be added to Apicbase’s invoice(s) at the appropriate rate; and (iv) shall be paid within the term of 30 calendar days, unless otherwise specified in the Contract.
13.2 At the latest at the time of signing the Contract, You shall provide to Apicbase approved purchase order information acceptable to Apicbase and any other relevant valid, up-to-date and complete contact and billing details.
Apicbase shall invoice You on a recurring basis as stipulated in the Contract or Quote.
If Apicbase has not received payment within the payment term, and without prejudice to any other rights and remedies of Apicbase:
13.3 During the term of the Agreement, Apicbase shall have the right to annually by the start of the first quarter (Q1) of the year revise any pricing, fees, rates and charges on the basis of the Agoria DIGITAL index which is linked to the reference hourly wages in the technological industry published by the employer’s federation Agoria by using the following formula:
P = P0 x [0.2 + 0.8 x (S/S0)], whereby:
“P” stands for the revised price;
“P0” stands for the initial price as determined in the Quote ;
“S0” shall be the national average reference salary in the digital and technological industry as published by Agoria (i.e. Agoria DIGITAL)(“Reference Salary”) on the effective date of the Contract available at www.agoria.be (or, if this index is no longer published, the index replacing it or failing such index by another index reflecting the increases of labour cost (in the digital or technology industry);
“S” shall be the Reference Salary one month before the price revision.
14.1 By virtue of the Agreement, the parties may have access to Confidential Information. The parties each agree to disclose only information that is required for the performance of obligations under the Agreement.
Parties agree to hold each other’s Confidential Information in confidence for as long as the Agreement is effective and a period of three years after the termination of the Agreement.
Also, both Parties shall take sufficient security measures to maintain the confidentiality of all Confidential Information and agree to disclose Confidential Information only to those employees or agents where such disclosure is necessary and who are required to protect it against unauthorised disclosure in a manner no less protective than under the Agreement.
Apicbase will protect the Confidential Information in accordance with the Apicbase security practices specified in the software policies referenced in the Contract.
14.2 Nothing shall prevent either party from disclosing the Confidential Information in any legal proceeding arising from or in connection with the Agreement or from disclosing the Confidential Information to a governmental entity as required by law.
The Recipient must inform the Discloser of this as soon as possible so that it can object in time, if necessary.
15.1 You agree that the Agreement (including the information which is incorporated into the Agreement by written reference (incl. reference to information contained in a URL or referenced policy)), is the complete Agreement for the Services ordered by You. You also agree that the Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.
In case of discrepancies between these Terms and Conditions and the Contract, the Contract will prevail.
15.2 If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Agreement.
15.3 It is expressly agreed that the terms of the Agreement, including any Apicbase related Contract, shall supersede the terms in any purchase order or any other non-Apicbase document, and no terms included in any such purchase order or other non-Apicbase document shall apply to the Services ordered.
15.4 The Agreement may not be modified and the rights and restrictions may not be altered or waived, except in a writing signed or accepted online through the Apicbase website by authorised representatives of You and Apicbase.
16.1 Both parties shall be responsible for any direct and harmful consequences that may result for the performance or non-performance of its obligations that follow from the Agreement.
Unless the Agreement provides otherwise, neither party shall be liable towards the other party for indirect damages such as (i) any loss of profits, data, revenue, contracts or anticipated savings, loss of business, loss of opportunity, loss of time, loss of goodwill or injury to reputation, third party claims or losses suffered by third parties and (ii) consequential or indirect loss or damage however caused.
16.2 Apicbase cannot be held liable in any way, neither contractually nor extra-contractually, for discontinuing an older release of the Software or for damages caused by the wrongful (or out of scope) use of the Software.
Apicbase shall neither be responsible for any flaw or non-conformity of the Software (and any kind of damages arising thereof) if the same is attributable to: (i) Your or any third party’s actions (including specific developments and customisations required by You), services, software or equipment not provided by Apicbase under or pursuant to this Agreement; (ii) any changes, modifications, updates, alterations or enhancements to the Software not provided by Apicbase under or pursuant to this Agreement, or caused by the incorrect use, abuse, neglect, improper installation or operation, accident misconfiguration and/or alteration, or corruption of the Software or by the use of the Software with other computer programs or on equipment or with services which Apicbase did not approve of; (iii) any inaccuracies, delays, interruptions or flaws occurring as a result of incorrect Data or Data which does not conform to required input formats; (iv) the Software being used or subject to actions by You or Your Users, in deviation of the stipulations or provisions set out in the latest version of the Software Documentation and the Agreement or in any way which is not compatible with the Software’s normal use.
UNDER NO CIRCUMSTANCES WILL APICBASE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORISED ACCESS OR USE OF THE APICBASE SOFTWARE OR YOUR APICBASE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
APICBASE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT DISPLAYED IN THE SOFTWARE, INCLUDING BUT NOT LIMITED TO RECIPE INFORMATION, PRICING- AND ESG-INFORMATION; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SOFTWARE; (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE BY ANY THIRD PARTY; AND/OR (VII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS AND CONDITIONS OR PRIVACY POLICY.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
16.3 Subject to the maximum extent permitted under applicable law, Apicbase’s liability under the Agreement shall per event (or series of connected events) not exceed the Fees paid by You to Apicbase under the Agreement for a period of six (6) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
16.4 You acknowledge that Apicbase has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between You and Apicbase. You agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose.
16.5 The User of the Software is at all times responsible for the final application and use of the results or data presented or processed by the Software.
17.1 Software and Subscriptions provided under the Agreement shall start on the date as indicated in the relevant Contract and shall be provided for the period defined in the Contract(s) unless earlier terminated in accordance with the Agreement.
All Contracts are automatically renewed at the end of the Contract according to the renewal terms defined in the Contract. Either party will have the right to terminate the renewal of a Contract by giving at least 90 days’ notice in writing to the other party before the end of the then-running term of the Contract.
17.2 If either of the Parties commits a Material Breach and fails to correct the Material Breach within 30 calendar days of written formal notice of the Material Breach, then the breaching party is in default and the non-breaching party may, without judicial intervention or being liable to pay damages, immediately terminate the applicable Contract under which the Material Breach occurred.
The nonbreaching party may agree in its sole discretion to extend the 30-day period for as long as the breaching party continues reasonable efforts to cure the breach.
You agree that if You are in default under the Agreement, You may not use the Software and Apicbase is allowed to suspend Your (and the Authorised Users’) right of use.
18.1 Termination of the Contract pursuant to clause 17.1 shall not terminate then-running Subscriptions, which shall continue until the end of their respective Subscription Term. The Contract shall be deemed to continue until the end of the last-running Subscription Term. You agree that if You are in default under a Contract pursuant to clause 17.2, Apicbase may terminate Your use of the Services and Subscriptions that are subject to that Contract immediately.
If the Material Breach has caused such a breach of trust as to make further cooperation impossible or unreasonably burdensome, Apicbase may terminate the Agreement in its entirety and thus also other Contracts.
18.2 Upon termination of the Agreement: (i) Each party will return or delete (whatever the Discloser prefers), within reasonable time of such termination or expiration, all Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement; (ii) Apicbase will save all Your Data stored in the Software for 60 days after termination of the Contract; (iii) You must promptly and at least within 30 calendar days pay all amounts which have accrued up to and including the date of termination (incl. related taxes, expenses and other amounts due to Apicbase in respect of the Software and Services).
Provisions that survive termination or expiration of the Agreement are those relating to limitation of liability, infringement indemnity, payment, Confidential Information, Intellectual Property Rights and others which by their nature are intended to survive.
Export laws and regulations of Belgium and any other relevant local export laws and regulations apply to the Software. You agree that such export control laws govern Your use of the Software (including technical data) and any Software deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations).
You agree that no Data, information, Software programs and/or materials resulting from Software (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or development of missile technology.
20.1 Apicbase is an independent contractor and You agree that no partnership, joint venture or agency relationship exists between the parties. Each party will be responsible for paying their own employees, including employment related taxes and insurance. This independence constitutes an essential element of the Agreement, without which the parties would not have concluded it. In no case shall the Agreement be interpreted as an employment contract between You and Apicbase or its employees.
20.2 You shall obtain at Your sole expense any rights and consents from third parties necessary for Apicbase and its subcontractors to perform the Services under the Agreement.
20.3 The Agreement is governed by the substantive and procedural laws of Belgium and You and Apicbase agree to submit to the exclusive jurisdiction of the courts of Antwerp for any dispute arising out of or relating to the Agreement.
20.4 If You (i) have a dispute with Apicbase, (ii) wish to provide a notice or (iii) become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Apicbase NV, Samberstraat 3, 2060 Antwerpen, Belgium, Attention to: General Counsel, Legal Department. Apicbase may give (i) notices applicable to Apicbase’s general services by means of a general notice on the Apicbase website for the Software, and (ii) notices specific to You by electronic mail to Your email address on record in Apicbase’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Apicbase’s account information.
20.5 Apicbase may assign, transfer and/or subcontract the rights and obligations under the Agreement to any third party. You may not assign the Agreement or give or transfer any of Your rights or obligations under the Agreement without Apicbase’s prior written consent.
Neither of parties shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other licence); pandemic; or any other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
If such event continues for more than 30 calendar days, either of parties may cancel unperformed Services upon written notice. This clause does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.
22.1 Each party shall comply with the Data Protection Laws with respect to the processing of Your Personal Data. You warrant to Apicbase that You have the legal right to disclose all Personal Data that You disclose to Apicbase under or in connection with this Agreement and that You have obtained consent from all data subjects concerned (if applicable).
22.2 In performing the Services, Apicbase will comply with Apicbase’s Software privacy policy, which is available at https://get.apicbase.com/privacy-policy/.
Apicbase’s Software privacy policy is subject to change at Apicbase’s discretion; however, Apicbase policy changes will not result in a material reduction in the level of protection of the Personal Data provided by You during the then-running Subscription Term(s). The software policies referenced in Your Contract specify our respective responsibilities for maintaining and processing the Personal Data and Your Data in connection with the Services.
22.3 You shall only supply to Apicbase, and Apicbase shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in the Data Processing Agreement as concluded between the Parties and as attached hereto.
22.4 If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavours to promptly agree on implementing such variations to this Agreement as may be necessary to remedy such non-compliance.
You agree (i) that Apicbase may identify You as a recipient of Services and use Your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Apicbase on get.apicbase.com for promotional purposes.
The onboarding period and the go-live date will be stipulated in the Contract.
You agree that You will not resell or transfer the Software licence Subscription to a third party.
| Priority Levels | Impact – Description priority level |
|---|---|
|
1 – Critical |
Critical production issue affecting all Users: the Software is unavailable for all Users or produces Errors with a direct severe impact on all Users. |
|
2 – Urgent |
Major functionality is impacted, or the Software is significantly degraded: Errors are persistent, the Software is operational for the majority of Users but the Error affects many Users and/or a major functionality. For instance, the Software only functions by: - material efforts performed by the User; - material additional costs incurred by the User; or - having serious restrictions on the functionalities of the Software. |
|
3 – High |
System performance issue or bug affecting some but not all Users: the Software is operational but has certain limitations in functionality for Users. |
|
4 – Medium/low |
Inquiry regarding a routine technical issue: the Software is operational but anomalies are identified. The anomaly has a minor impact for Users. |
Apicbase NV – 2024. All Rights reserved
Apicbase is the most complete F&B management platform for multi-unit restaurants, hotels, ghost kitchens.