2.1. In these Terms and Conditions, unless otherwise specified, the following definitions will apply:
“Affiliate” means, in relation to the relevant Party, any person or entity controlling, controlled by, or under common control with such Party, whereby “control” means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership on the board of directors, by agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than 50% of the voting securities of a second entity shall be deemed to control that second entity (and “controlling” and “controlled” shall have a corresponding meaning);
“Agreement” means the entire contractual relation between SEQUESTO and the Client, including these Terms and Conditions, its Annexes, any Commercial Offer and any Statement of Work (as applicable).
“Business Day” means a normal working day of SEQUESTO from 9 AM to 5 PM Belgian time from Monday to Friday, excluding Belgian public holidays.
“Client Data” means all data proprietary to or held by the Client which is inputted or uploaded by the Client (through the SaaS Users) when using the SaaS and as processed or stored by SEQUESTO as a result of the Client (through the SaaS Users) using the SaaS. Client Data shall also include output data resulting from the processing by the SaaS of the entered data by the Client (through the SaaS Users).
“Client Personal Data” means the personal data proprietary to or held by the Client, which is inputted or uploaded by the Client (through the SaaS Users) when using the SaaS and as processed or stored by SEQUESTO as a result of the Client (through the SaaS Users) using the SaaS.
“Client” means the legal entity entering into contractual relations with SEQUESTO, as identified in the Commercial Offer.
“Commercial Offer” means the written or electronic document signed by both Parties, regardless its entitlement, indicating the nature, the number of, and other specifics of the Licensed Materials and the Services subscribed to by the Client, including the specific conditions under which such offer is made, and which forms an integral part of the Agreement.
“Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including this Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs. The Confidential Information of SEQUESTO shall include, without limitation, the Licensed Materials.
“Contributor” means a physical person in the Client’s organization (i.e. an employee or a contractor) who is granted (limited) access to the SaaS by the Client, upon invitation of a Coordinator, for the Purposes of using the SaaS in accordance with this Agreement and their user role as described in the Documentation. The number of Contributors accessing the SaaS is strictly limited to the number of Contributor subscriptions purchased by the Client (as specified in the Commercial Offer).
“Coordinator” means a physical person in the Client’s organization (i.e. an employee or a contractor) who is granted access to the SaaS by the Client for the Purposes of using the SaaS in accordance with this Agreement and their user role as described in the Documentation. Coordinators shall have full access to the SaaS and may invite Contributors to use the SaaS. The number of Coordinators accessing the SaaS is strictly limited to the number of Coordinator subscriptions purchased by the Client (as specified in the Commercial Offer).
“Documentation” means the technical and functional SaaS information that SEQUESTO generally makes available from time to time to its clients at its sole discretion.
“Effective Date” means the effective date as set forth in the Commercial Offer.
“Force Majeure” means a temporary or permanent inability of a Party to fulfil it (non-monetary) obligations, resulting from unavoidable, unforeseeable and external facts and circumstances reasonably beyond the control of that Party. The following events shall in any case be considered as Force Majeure (without limitation): war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, explosion, weather conditions, strike or social action, pandemics and all other circumstances generally qualified as force majeure.
“Hosting Partner” means the provider of hosting services as contracted by SEQUESTO and notified to the Client from time to time.
“Incident” means a malfunctioning of the SaaS.
“Initial Term” means one ( 1 ) year or such other period the Parties may agree to in a Commercial Offer.
“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.
“Licensed Materials” means the applicable SaaS and Documentation as identified in the Commercial Offer.
“Maintenance Services” are the maintenance and support services related to the SaaS provided by SEQUESTO to the Client as described in clause 8.
“Out of Scope Incident” means an Incident that is not caused by or related to the SaaS such as (without limitation) Incidents due to malfunctioning of interfaces, Incidents caused by nonsupported data formats and Incidents caused by problems in third party software.
“Parties” or “Party” means the Client and/or SEQUESTO (as applicable).
“Renewal Term” means one ( 1 ) year, or such other period the Parties may agree to in a Commercial Offer.
“SaaS User” means a Coordinator and/or a Contributor (as applicable).
“SaaS” means the software, computer programs, platforms, applications, including but not limited to all algorithms, (source or object) code and methodology pertaining thereto as described in the Commercial Offer.
“SEQUESTO” means SEQUESTO BV, a company organized and existing under the laws of Belgium having its registered office at Emiel Fleerackerslaan 25, 9120 Beveren (Belgium) and registered with company number BE 0751.734.261.
“Services Fee” means the services fee specified in the Commercial Offer or the Statement of Work (as applicable) in respect of the Services.
“Services” mean development services, set-up services, implementation and integration services (including, but not limited to customisations), Maintenance Services or such other services in relation to the SaaS to be delivered by SEQUESTO to the Client as may be agreed between the Parties from time to time and set out in the Commercial Offer and/or a Statement of Work.
“Statement of Work” means a written document that Parties may enter into from time to time describing the Services that SEQUESTO is to provide in connection with the Licensed Materials.
“Subscription Fee” means the amounts payable by the Client to gain access to and use the Licensed Materials and to receive Maintenance Services as specified in the Commercial Offer.
“Term” means the Initial Term together with any Renewal Term.
“Terms and Conditions” means the present general terms and conditions applicable to all Commercial Offers and Statements of Work agreed upon between SEQUESTO and the Client, unless expressly stipulated otherwise in writing.