Terms of Service

1. Definitions

Agreement: the collective term for all arrangements related to LEADCAMP and the Services between the Customer and CARDIFY. The Agreement consists of both (i) the Order Form and (ii) these Terms;

CARDIFY: The limited liability company ("besloten vennootschap") CARDIFY, incorporated and existing under the laws of Belgium, with registered office at BE-9000 Ghent, Ottergemsesteenweg-Zuid 808/ B 143 with VAT/company number BE-0722.675.140;

Customer: every legal entity or natural person relying on the Services and LEADCAMP of CARDIFY for professional use;

Data Subject: the natural person whose data is collected by the Customer as controller and tracked, enriched and/or analyzed via LEADCAMP and Services;

End-User: any individual authorised by the Customer to access and use LEADCAMP on behalf of the Customer (such as, but not limited to, employees of the Customer);

LEADCAMP: the sales intelligence platform developed and provided by CARDIFY to the Customer, enabling the Customer to (amongst others):

• Centralise and summarise information that is being gathered regarding a certain lead of the Customer;
• Sales enablement (i.e. content tracking, email tracking and enrichment); and,
• Monitor & share real-time data/insights to drive contact with the prospect of the Customer and foster decision making.

LEADCAMP API: The Application Programming Interfaces developed by CARDIFY enabling the connection between LEADCAMP and complimentary sales enablement solution tools (such as, but not limited to, the Customer's email service or customer relation management ('CRM') tool);

Order Form or Quote: An order form containing the practical arrangements agreed upon between CARDIFY and the Customer related to the Services, such as but not limited to the fees and the Term (only applicable to custom versions of the plans);

Services: All services provided by CARDIFY to the Customer as part of the Agreement, including but not limited to:

• Providing a right of access to LEADCAMP,
• Use of the LEADCAMP APIs; and
• All support related to LEADCAMP and the LEADCAMP APIs.

Service Plan: One of the three different service plans of CARDIFY regarding its Services. The plans are named 'FREE', 'ESSENTIAL, 'ACCELERATE and 'SCALE'. Each Service Plan has its own usage limits, as described in the billing section of the platform.

Term: The initial or renewed term with a duration of one (1) year or one (1) month - during which the Customer and the End-Users can access LEADCAMP and make use of the Services - as described in the Agreement;

Terms: these Terms of Service, the Privacy Policy, the Data Processing Policy and the Acceptable Use Policy.

Website: leadcamp.io

2. Applicability of the Terms

2.1. Unless explicitly determined otherwise in writing, the offering, sale and delivery of all Services by CARDIFY shall be governed by the present Terms.

2.2. The Customer shall inform its End-User of the Terms and shall require the End-Users to comply with applicable law, regulations and the Terms. The Customer indemnifies CARDIFY for all violations by its End-Users (such as but not limited to violations of the privacy legislation).

2.3. The Terms apply to the entire (contractual) relationship between the parties.

2.4. All transactions between CARDIFY and the Customer are governed by (in descending hierarchical order, with the next applying in the absence or non-application of the previous): (i) the Order Form, (ii) the Terms, and; (iii) Belgian law. In case of doubt or contradiction, the higher hierarchical document shall prevail.

3. Proposals & Quotations

3.1. All proposals and quotations of CARDIFY either verbal or in writing: (i) are non-binding, (ii) merely provide an indication of the Services and the fees, and (iii) shall be subject to further negotiations between CARDIFY and the Customer. During these negotiations, the proposal or quotation shall continuously evolve. Any changes to a proposal or quotation renders the previous version null and void.

3.2. The specifications, capacities and other details that are included in (online) catalogues and advertisements are only meant to be approximations. These details only bind CARDIFY insofar as this is explicitly stated.

4. Performance of the Agreement

4.1. CARDIFY shall at all times execute the Agreement and perform the Services to the best of its knowledge and ability and with appropriate care and good faith ('best effort obligation').

4.2. LEADCAMP and its APIs are provided to the Customer "AS-IS". The Customer confirms it does not base its reliance on LEADCAMP upon the development of any future functionality, feature or data connectivity.

5. Platform and API

5.1. CARDIFY grants the Customer a personal, limited, non-exclusive, non-assignable and non-transferable access right to LEADCAMP (subject to correct and timely payment of the applicable fees described cf. Article 10 and use in compliance with the Agreement). The Customer can authorise (the agreed upon number of) End-Users to access and use the Services.

5.2. The Customer shall be solely responsible for procuring, maintaining and securing its network connection(s) to LEADCAMP.

5.3. The Customer and End-User are entitled to access LEADCAMP and its APIs in accordance with the Acceptable Use Policy and Data Processing Policy, and:

• can access both the data they uploaded and the data tracked, enriched and/or analyzed by LEADCAMP of the Data Subjects at any time;
• shall use their best endeavours to prevent or terminate any unauthorized access, illegal use and/or incompatible use of LEADCAMP. If the Customer and/or its End-User discovers such unauthorized access and/or use, the Customer shall notify CARDIFY immediately, which is entitled to take all necessary or useful measures to remedy such access and/or use.

5.4. If the Customer observes any deficiency or problem, the Customer is obliged to immediately cease the use of LEADCAMP and its APIs and make every reasonable effort – or have every reasonably effort made – to prevent any (further) damage.

6. Free trial period

6.1. Every new Customer receives a free trial period of fourteen (14) days, in which LEADCAMP is accessible in accordance with the Service Plan 'SCALE'.

6.2. Before the end of the free trial, the Customer must choose a final Service Plan and provide CARDIFY with the necessary information to organise the payment.

6.3. If the Customer chooses to upgrade to the 'ESSENTIAL', 'ACCELERATE' or 'SCALE' Services plan during the free trial period, said period immediately comes to an end and the prices/fees for the chosen Service Plan become due.

6.4. In case the Customer cancels the Agreement within the free trial period, no prices/fees are due and their account will be downgraded to the 'FREE' Service plan.

7. Support and maintenance

7.1. In the event the Customer is in need of assistance or has an enquiry with respect to LEADCAMP or the Services, it may contact the helpdesk free of charge. Depending on the chosen Service plan, the helpdesk shall be available via email (support@leadcamp.io) or via the chat in LEADCAMP. The helpdesk always strives to assist the Customer as soon as reasonably possible, and within the scope of the service level that comes with their Service plan.

7.2. CARDIFY performs maintenance activities and implements updates of LEADCAMP on a regular basis. CARDIFY strives to minimise the impact on the availability of the Services by performing the maintenance activities and the updates during the off-peak use moments of LEADCAMP. CARDIFY however does not exclude any downtime in this respect.

8. Other Customer obligations

8.1. The Customer shall provide CARDIFY with (i) all necessary co-operation in relation to this Agreement; and, (ii) all necessary access to information as may be required by CARDIFY in order to provide the Services.

8.2. Whenever CARDIFY reasonably suspects that there has been a breach of the Terms, it is allowed to audit the Customer to verify its compliance with the Terms.

9. Prices/fees

9.1. The prices/fees are as stated on the website or within the billing section of the platform, exclude VAT and must be paid in the indicated currency and exclusive of VAT.

9.2. If CARDIFY updates its prices/fees for the Service Plans, the new prices will be applicable to the new Term (depending on the type of Term):

• Customers with a contractual Term of one (1) month, receive one more Term renewal in accordance with the original prices/fees. If the Customer does not agree with the new prices/fees, it can prevent the renewal of the Agreement in accordance with Article 12.1.; and
• Customers with a contractual Term of one (1) year will be informed by CARDIFY of the new prices/fees at least three (3) months before the tacit renewal of the Agreement. If the Customer does not agree with the new prices/fees, it can prevent the renewal of the Agreement in accordance with Article 12.1.

10. Payment

10.1. In case the Customer opts for the 'ESSENTIAL', 'ACCELERATE' or 'SCALE' Service Plan, the Customer authorises CARDIFY to immediately invoice the prices/fees upon the start and the renewal of the Term by charging the fees to its credit card. The credit card information must be provided at the end of the free trial at the latest or when the Customer opts to skip the free trial (cfr. Article 6.2).

10.2. In case the Customer opts for a customized Service plan, the invoices of CARDIFY are payable to its designated bank account within fifteen (15) days after the invoice date (as indicated in the relevant invoices). The invoice has been settled when the complete amount stated on the invoice has been received in the agreed upon currency on said designated bank account.

10.3. By ordering the Services, the Customer agrees to electronic invoicing by CARDIFY.

10.4. Invoices may only be legitimately disputed by the Customer in writing within eight (8) days following the invoice date, stating (i) the invoice date, (ii) the invoice number and (iii) a detailed motivation. Invoices that are not disputed in writing within eight (8) days after their issuing will be considered to have been fully accepted. If the invoice is partially disputed by the Customer, the Customer is still obligated to pay the undisputed part of the invoice.

11. Late payment

11.1. If the Customer fails to pay in full any invoice by the due date, or fails to pay in full any other payment due to CARDIFY under any agreement between parties and/or these Terms by the due date for payment, then the Customer shall be liable to pay:

• a late payment interest of 1% per month, whereby a month that has already started counts as fully completed; whereas
• the amount due will be increased with all collection costs paid by CARDIFY in connection with the collection of the debt, plus 5% of the invoice amount, with a minimum of €250 (excl. VAT) by way of lump sum damages, without prejudice to CARDIFY's right to claim higher compensation.

11.2. In the event of late payment, CARDIFY is entitled to suspend or postpone its obligations in connection with this Agreement and/or other current agreements between the parties, until the Customer complies with aforementioned conditions.

11.3. Promotional gifts by CARDIFY, in any form whatsoever (including, but not limited to fee reductions and discounts), shall only be applicable in accordance with the guidelines and conditions expressly stated in this regard. The Customer acknowledges that such promotional gifts are (i) not cumulative, (ii) personal by nature, and (iii) can never entail an implied right thereto.

12. Term and termination

12.1. The original Term of the Agreement will either be one (1) month or one (1) year. The original Term shall automatically be renewed for the duration of the original Term (i.e. one (1) month or one (1) year), unless either party gives notice of termination to the other party at the latest one (1) month before the end of the Term. The Customer can give notice (i) in the billing section within the platform or (ii) notifying CARDIFY via the helpdesk. Failure to do so will obligate the Customer to pay the invoice for the renewed Term, even if the Customer has no intention to continue its use of the Services.

12.2. Either party may terminate the Agreement for material breach, automatically and without definitive court decision if the other party has committed a material breach and fails to remedy such breach within fifteen (15) days of notice of default via LEADCAMP or email by the claiming party. Parties will consider (amongst others) the following events as a material breach of the other Party:

• Repeated failure to pay invoices for which payment is due;
• unauthorized or illegal use of LEADCAMP and/or the Services;
• Confidentiality and non-solicitation infringements; and
• Intellectual property infringements.

12.3. The Agreement may be terminated if an insolvency event occurs, i.e. a party ceases to pay its debts or ceases its activities, files for bankruptcy, liquidation of the legal entity or enters proceedings in receivership or judicial composition proceedings.

12.4. CARDIFY shall not refund the Customer when the access and/or use of LEADCAMP and/or the Services are lowered or halted during the Term or the Agreement.

12.5. Regardless of the cause for termination, the following consequences will follow the termination of the Agreement:

• LEADCAMP and the Services will be inaccessible for the Customer and its End-Users;
• CARDIFY is entitled to refuse any request from the Customer to enter into a (new) Agreement with regard to the Services.
• Each party will discontinue its use and will return the confidential information and proprietary materials of the other party (without prejudice to Article 15).

12.6. Articles 13, 15 and 16 shall survive the termination of the Agreement and continue in full force and effect.

12.7. The termination of the Agreement, for whatever reason, shall not prejudice the rights acquired by each party.

13. Liability

13.1. The liability of CARDIFY shall always be assessed in the light of the best efforts obligation to which CARDIFY has committed. In the case of inadequate Services, CARDIFY's liability is limited to the (renewed) performance of the missing or inadequate Services. If the (renewed) provision of the Services is not (or no longer) possible or reasonable, the Customer is entitled to compensation in lieu of the damage suffered.

13.2. The liability of CARDIFY shall be limited to the amount invoiced by CARDIFY to the Customer in the 12 months preceding the occurrence of the liability and is in any case limited to the mandatory liability imposed by law.

13.3. CARDIFY cannot accept any claim from the Customer for indemnification for:

• Damage resulting from the defaults in network communications, devices or infrastructure belonging to the Customer;
• Damage and/or claims from the Data Subject based on the use of the Services by the Customer and/or the End-User in a way incompatible with the rights of the Data Subject (such as but not limited to privacy legislation);
• Defects that are caused directly or indirectly by an act of the Customer or a third party, regardless of whether they were caused by a fault, negligence or carelessness;
• Damage caused by third party (i.e. third party APIS);
• Damage caused by the further use or application of LEADCAMP and the Services by the Customer after a problem has been found;
• Damage caused by force majeure or hardship in accordance with the provisions of Article 14.
• Indirect and consequential damage, such as, but not limited to, loss of profit, loss of savings, loss of revenue, loss caused by business interruption, damage to third parties.

13.4. The Customer will hold CARDIFY harmless against all claims from third parties arising from the incorrect or unlawful use of LEADCAMP and/or Services by the Customer and/or its End-Users. It will cover all damages such as compensations or legal costs (including reasonable lawyer's fees) providing that CARDIFY has informed the Customer immediately of any claim arising from that matter.

14. Force majeure & Hardship

14.1. The following are conventionally considered as cases of force majeure or hardship: all circumstances which were reasonably unforeseeable at the time the Agreement was concluded, are unavoidable, and create (i) the inability on the part of CARDIFY to carry out the Agreement, or (ii) make the implementation of the Agreement harder or more difficult than normally anticipated (financially or otherwise). For example (but not limited to): natural disasters, war, (threats of) terrorism, strikes, lock-out, epidemics, pandemics, fire, governmental restricting regulations/measures ('fait du prince'), or delays on the part of suppliers or subcontractors and failure by the Customer to provide CARDIFY with the correct and complete information necessary for carrying out the Services in good time.

14.2. Cases of force majeure or hardship give CARDIFY the right, at CARDIFY's option, to temporarily suspend the performance of its obligations, without CARDIFY being liable for any damages.

14.3. A situation of force majeure that continues beyond three (3) months shall entitle the Customer to terminate the Agreement with immediate effect by simple written notification to CARDIFY via email or the helpdesk, without judicial intervention and without any liability on the part of CARDIFY.

15. Confidentiality and non-solicitation

15.1. All information marked as confidential or reasonably to be considered confidential, disclosed by one party to the other party prior to entering into an Agreement as well as during the Agreement shall be treated with the utmost secrecy.

15.2. Parties shall:

• Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than their cooperation;
• Not engage in, nor authorise others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information; and,
• Not derive any commercial benefit from the confidential information.

15.3. This confidentiality obligation applies during the course of the Agreement and the Customer and will continue to exist for a period of one (1) year starting from the termination of the Agreement for any reason whatsoever.

15.4. Parties shall remain the sole owner of its confidential information. Except as expressly set forth herein, nothing in these Terms or the relationship between parties shall grant the other party any rights to or interest in the confidential information and no implied licenses are granted by these Terms.

15.5. This confidentiality obligation shall, however, in no event imply that CARDIFY shall not be entitled to use and/or commercialise any ideas, input, feedback received from the Customer, which may serve to improve and/or expand LEADCAMP and/or the Services.

15.6. During the Term and for a period of two (2) years following its termination (for any reason whatsoever), the Customer shall not, directly or indirectly:

• Employ, solicit nor entice away or attempt to solicit or entice away from CARDIFY or its subsidiaries, any employee, director, partner or consultant;
• Encourage a Customer of CARDIFY to (i) terminate its agreement and/or business relationship with CARDIFY and/or (ii) modify the terms and conditions thereof in a negligible way for CARDIFY.

16. Intellectual property rights

16.1. The Customer shall not use CARDIFY's company name, the names or trademarks of LEADCAMP and other Services of CARDIFY as part of the Customer's name or in any manner capable of misrepresenting the relationship between the Customer and CARDIFY. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of identification on LEADCAMP and/or other CARDIFY Services.

16.2. The Customer explicitly acknowledges that CARDIFY shall own and retain all intellectual property rights with respect to the LEADCAMP, its APIs and possible related Services (including all copies, modifications, extensions and derivative works thereof), such as but not limited to rights associated with the dashboards and data models, other authorship rights, design rights, know how, domain names and database rights (with the exception of the data uploaded by the Customer itself).

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16.3. The Customer explicitly authorises CARDIFY to use the Customer's name and/or project as a reference for publicity purposes, such as by publication on the Website. In this regard, the Customer also authorises CARDIFY to use the Customer's name, trademark, logo, etc.

16.4. In case of breach of the obligations in this article, a lump-sum compensation equal to € 25.000,00 per individual breach is due by the Customer to CARDIFY, without prejudice to the right of CARDIFY to claim full compensation for all damage caused by the breach.

17. Privacy

17.1. CARDIFY as controller

17.1.1. The collection by CARDIFY of personal data of the (potential) Customer and/or its End Users) shall take place in accordance with the provisions of CARDIFY's privacy policy (available on the Website). In such event, CARDIFY acts as controller. This privacy policy includes information about the personal data collected by CARDIFY, as well as the manner in which CARDIFY uses and processes this personal data for certain purposes. CARDIFY's privacy policy can be consulted (i) when the Customer signs up to LEADCAMP or (ii) on the Website at any time.

17.1.2. By signing up to LEADCAMP, the Customer acknowledges to have read and accepted the privacy policy.

17.2. CARDIFY as processor

17.2.1. The Customer acknowledges that – with regard to the processing of all data of the Data Subject entered and uploaded on LEADCAMP – it shall act as controller and CARDIFY as processor. All arrangements made between parties in this respect shall be solely governed by the Data Processing Policy.

17.2.2. The Customer acknowledges explicitly that by ordering the Services and entering into an Agreement with CARDIFY to have read and accepted the Data Processing Policy in its entirety.

18. Compensation/Netting

18.1. In accordance with the stipulations of the Belgian Law on Financial Collateral dated 15 December 2004, CARDIFY and the Customer will automatically and legally compensate and offset each other for all current and future debts. This means that in the permanent relationship between parties, the largest debt balance remains due following the automatic compensation, which will in any case have legal effect against the curator and the remaining creditors, who cannot oppose this.

19. Miscellaneous

19.1. No waiver

19.1.1. Any failure or delay by CARDIFY in exercising any right under the Agreement and/or these Terms with the Customer, any single or partial exercise of any right under such Agreement and/or these Terms or any partial reaction or absence of reaction by CARDIFY in the event of violation by the Customer of one or more provisions of such an Agreement and/or these Terms, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of CARDIFY' rights under the Agreement or these Terms or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by CARDIFY, this waiver cannot be invoked by the Customer in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.

19.2. Divisibility

19.2.1. If any part or any article of these Terms is for whatever reason held to be illegal, invalid or unenforceable, such provisions shall be deleted and the remaining parts or article shall not be affected and shall remain valid and enforceable as if the invalid or unenforceable parts or articles were not part of the Terms.

19.2.2. Any such part or article shall be replaced by a provision that, insofar as legally possible, comes clo¬sest to the intention of parties in the affected part or article. Parties shall in good faith negotiate and agree a mutually acceptable provision that shall replace the deleted provision.

19.3. Non-transfer

19.3.1 This Agreement and the rights and obligations ensuing from it for the Customer may not be transferred either directly or indirectly without the written consent of CARDIFY.

19.3.2. CARDIFY shall have the right to transfer this Agreement and the rights and obligations ensuing from it to a third party. In that case a new agreement between Customer and the third party shall be concluded with terms and conditions (rights and obligations) identical to those in this Agreement for the remaining term.

20. Jurisdiction and applicable law

20.1. The parties hereby undertake to apply the CEPANI Mediation Rules to all disputes arising out of or in connection with this Agreement. Should the mediation fail, any disputes arising out of or in relation with this Agreement shall be finally settled under the CEPANI Rules of Arbitration by one or more arbitrators appointed in accordance with those Rules. The seat of the arbitration shall be Ghent. The arbitration shall be conducted in the Dutch or English language.

20.2. The present Terms as well as any agreement between parties, of whatever nature, are governed by and construed in accordance with the laws of Belgium, with exclusion of all conflict of laws rules.