Terms & Conditions

The following definitions (and additional definitions provided below) will apply to these terms and conditions of Saply.ai (the “Terms and Conditions”):

“Saply.ai” (“Saply”) is a limited liability company established, organized and existing under the laws of Belgium, with registered office at Bikkelpad 3, 8400 Oostende, Belgium, and registered with the Crossroads Bank for Enterprises under the company number 1005.269.891;

“Agreement” means these Terms and Conditions together with any Licensing Schedules between Saply and the Customer;

“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with this Agreement. Confidential Information of Saply will be deemed to include the Software Service. Confidential Information of the Customer will be deemed to include the Customer Data;

“Customer” means every legal entity that concludes an agreement with Saply with regard to the Services;

“Customer Data” means data, information or material provided or submitted by Customer or its End Users to Saply whether through the Software Service or otherwise;

“Data Processing Agreement” means the data processing agreement attached hereto as Annex 1;

“Data Protection Legislation” means the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;

“Disclosing Party” means the Party that discloses Confidential Information under this Agreement;

“Documentation” means any documentation provided by Saply concerning the use of the Software Service;

“Effective Date” means the first date that is mentioned on the first Licensing Schedule attached, i.e. the indication of the start of the Initial Term;

“End User” means such persons as may be invited by the Customer to use the Software Service. End Users may be employees or contractors of the Customer as well as (employees or contractors of) subcontractors;

“Fee(s)” means the fee paid by the Customer as a consideration for the Software Service as set forth in the relevant Licensing Schedule;

“Feedback” has the meaning set forth in article 5.3 of these Terms and Conditions;

“Initial Term” has the meaning set forth in article 12.1 of these Terms and Conditions;

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database 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;

“Licensing Schedule” means any form of quotation or other written agreement submitted by Saply to the Customer in which these Terms and Conditions are or are deemed to be incorporated;

“Party” or “Parties” means the Supplier and/or the Customer;

“Personal Data” means 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, location data, 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;

“Receiving Party” means the Party that receives Confidential Information under this Agreement;

“Renewal Term” has the meaning set forth in article 12.1 of these Terms and Conditions;

“Services” means the Software Service and/or any other services provided by Saply to the Customer;

“Software Service” means Saply’s software service as further described in the Licensing Schedule and applicable Documentation;

“Term” means each of the Initial Term and the Renewal Term, as applicable;

“Third Party” means any legal or natural person that is not a Party or an End User;

“Third Party Services” means any web-based, mobile, offline or other services, products, software, data, information or materials that are provided by a Third Party or are otherwise not proprietary to Customer or Saply and interoperate or are otherwise provided in connection with the Services;

“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;