APPLICABILITY

  1. The purpose of these General Terms and Conditions (GTCs) is to set out the terms and conditions under which Sonaar BV, a private limited liability company incorporated under the laws of Belgium, with its registered office at Louizalaan 231, 1050 Brussels, registered with the Crossroads Bank for Enterprises under number 1002.886.166 (Sonaar) provides the client (Client) (separately, a Party and together, the Parties) with the software services described in the order form as set forth by Sonaar and accepted by the Client or the online offer as accepted by Client (the Order); (together with the GTCs and other documents referenced therein referred to as the Agreement).
  2. During the Term of the Agreement, and subject to the timely payment of Fees and compliance with use restrictions, Sonaar grants the Client and the Client’s employees and service providers (the Authorized Users) access and use rights to (i) the Sonaar software platform as subscribed to via the Order and as accessible via platform.sonaar.ai (SaaS Solution) and (ii) the documentation related to the SaaS Solution provided by Sonaar to the Client (Documentation). Additionally, Sonaar may provide services that relate to the SaaS Solution, such as implementation, integration, training and support services (Services). The SaaS Solution supports the Client to prospect, analyze and win public tenders, namely by preemptively identifying upcoming tenders , empowering the Client to position itself ahead of the process and raising its chances of success.
  3. In case of contradiction, the provisions of the Order shall prevail over the GTCs. Unless otherwise provided in the Order, the validity period of an Order is fourteen (14) calendar days. Sonaar may withdraw a non-accepted Order at any time. Within five (5) days following the date an Order is agreed between Parties, Sonaar has the right to revoke the Order by providing notice thereof to Client via email.
  4. Parties explicitly exclude the application of any other (general) terms and conditions, including purchase terms of the Client, even if Sonaar has not expressly protested them. In the event exclusion of such terms is not valid, these GTCs prevail over any other terms and conditions of the Client or third party.

SOFTWARE AS A SERVICE

Access and use

  1. Subject to the payment of the Fees, Client’s Authorized Users receive a personal, restricted, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Solution, during the Term of the Agreement. The Client may only use the SaaS Solution as subscribed to via the Order (which may be limited to certain territories or sectors) for Client's internal business purposes and may not exceed use restrictions.
  2. Sonaar may update the SaaS Solution from time-to-time in its sole discretion but shall not remove a primary function of the SaaS Solution without providing prior notice to the Client.
  3. Any use of the SaaS Solution outside the scope of the access and usage rights granted under the Agreement shall entitle Sonaar to suspend the rights granted hereunder and/or terminate the Agreement for material breach by the Client. In such an event, all Fees under the Agreement shall immediately become due and payable to Sonaar
  4. Sonaar shall regularly perform maintenance on the SaaS Solution and inform the Client thereof in due time. Maintenance may include remedy of defects, provision of updates and support helpdesk. Maintenance shall be carried out regularly outside normal business hours (Monday to Friday from 8:00 a.m. to 6:00 p.m., excluding public holidays in Belgium), unless due to compelling reasons maintenance must be carried out at a different time.
  5. All data, information and material submitted by Client and/or its Authorized Users to Sonaar during the Term of the Agreement (Client Data) remains the sole and exclusive property of the Client and/or is Authorized Users, respectively. The Client grants, and shall procure that its Authorized Users grant, Sonaar a non-exclusive, royalty-free, sublicensable license to use the Client Data as required to provide the SaaS Solution.
  6. Solely the Client shall be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Client Data.
  7. To the extent Sonaar anonymizes the data, Sonaar may collect, use, and disclose quantitative data derived from the use of the SaaS Solution for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate (i.e. anonymized) form only and will not identify the Client, its Authorized Users, nor Client Data.

Restrictions on use

  1. The Client shall comply with all laws, rules and regulations applicable to its use of the SaaS Solution. The Client shall not (directly or indirectly):
  2. copy, adapt, alter, translate, modify or make derivative works based on the SaaS Solution and any other intellectual property of Sonaar, without the express prior written consent of Sonaar;
  3. exceed the subscribed quantities, users or other entitlement measures of the SaaS Solution as set forth in the applicable Order;
  4. assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to the Client under the Agreement to any third party;
  5. modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure or organization) of the SaaS Solution, except and only to the extent that such activity is expressly permitted by applicable law;